U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2021

 

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to _________

 

Commission File No. 000-19333

 

Bion Environmental Technologies, Inc.

(Name of registrant in its charter)

 

Colorado   84-1176672
(State or other jurisdiction of incorporation or formation)   (I.R.S. employer identification number)

 

9 East Park Court

Old Bethpage, New York 11804

(Address of principal executive offices)

 

516-586-5643 

(Registrant’s telephone number, including area code) 

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock BNET OTCQB

 

 

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 o 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth 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  o   Accelerated filer  o  
   

Non-accelerated filer o

 

  Smaller reporting company  x  
    Emerging growth company   o      

 

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.  o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

 

 
 
 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. On May 10, 2021, there were 37,086,411 Common Shares issued and 36,382,102 Common Shares outstanding.

 

 

 

2 
 
 

BION ENVIRONMENTAL TECHNOLOGIES, INC.

 

FORM 10-Q

 

TABLE OF CONTENTS

 

PART I.  FINANCIAL INFORMATION   Page
       
Item 1.

Financial Statements

  5
  Consolidated financial statements (unaudited):    
    Balance sheets   5
    Statements of operations   6
    Statement of changes in equity (deficit)   7
    Statements of cash flows   8
    Notes to unaudited consolidated financial statements   9-26
       
Item 2.

Management's Discussion and Analysis of Financial Condition

and Results of Operations

  27
       
Item 3. Quantitative and Qualitative Disclosures about Market Risk   44
       
Item 4. Controls and Procedures   44
       
PART II.  OTHER INFORMATION    
       
Item 1. Legal Proceedings   45
       
Item 1A. Risk Factors   45
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   45
       
Item 3. Defaults Upon Senior Securities   45
       
Item 4. Mine Safety Disclosures   45
       
Item 5. Other Information   45
       
Item 6. Exhibits   45
       
  Signatures   46
       

 

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains 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.

 

3 
 
 

BION ENFIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

    March 31,   June 30,
    2021   2020
         
ASSETS
         
Current assets:                
Cash   $ 1,670,720     $ 560,828  
Prepaid expenses     6,059       7,965  
Deposits     1,000       1,000  
                 
Total current assets     1,677,779       569,793  
                 
Property and equipment, net (Note 3)     748       1,368  
                 
Total assets   $ 1,678,527     $ 571,161  
                 
LIABILITIES AND EQUITY (DEFICIT)                
                 
Current liabilities:                
Accounts payable and accrued expenses   $ 548,914     $ 628,926  
Series B Redeemable Convertible Preferred stock, $0.01 par value,                
  50,000 shares authorized; 200 shares issued and outstanding,                
  liquidation preference of $39,500 and $38,000, respectively (Note 7)     36,900       35,400  
Paycheck Protection Program loan (Note 5)     —         14,933  
Deferred compensation (Note 4)     1,012,159       778,217  
Loan payable and accrued interest (Note 5)     9,797,842       9,585,883  
                 
Total current liabilities     11,395,815       11,043,359  
                 
Paycheck Protection Program loan (Note 5)     —         19,919  
Convertible notes payable - affiliates (Note 6)     4,747,829       4,595,841  
                 
Total liabilities     16,143,644       15,659,119  
                 
Deficit:                
Bion's stockholders' equity (deficit):                
Series A Preferred stock, $0.01 par value, 50,000 shares authorized,                
   no shares issued and outstanding     —         —    
                 
Series C Convertible Preferred stock, $0.01 par value,                
60,000 shares authorized; no shares issued and outstanding     —         —    
                 
Common stock, no par value, 100,000,000 shares authorized, 35,786,310                
   and 31,409,005 shares issued, respectively; 35,082,001                
   and 30,704,696 shares outstanding, respectively     —         —    
Additional paid-in capital     117,688,204       114,266,683  
Subscription receivable - affiliates (Note 8)     (504,650 )     (504,650 )
Accumulated deficit     (131,688,315 )     (128,891,893 )
                 
Total Bion's stockholders’ deficit     (14,504,761 )     (15,129,860 )
                 
Noncontrolling interest     39,644       41,902  
                 
Total deficit     (14,465,117 )     (15,087,958 )
                 
Total liabilities and deficit   $ 1,678,527     $ 571,161  

 

See notes to consolidated financial statements

 

 

4 
 
 

 

 

BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(UNAUDITED)

                 
   

Three months ended

March 31,

 

Nine months ended

March 31,

    2021   2020   2021   2020
                 
Revenue $ -   $ -   $ -   $ -
                 
Operating expenses:                
General and administrative (including stock-based compensation  (Note 7))     1,114,298       268,771       1,708,857       976,525  
Depreciation     206       347       620       1,041  
Research and development (including stock-based compensation (Note 7))     332,208       135,057       578,581       372,836  
                                 
Total operating expenses     1,446,712       404,175       2,288,058       1,350,402  
                                 
Loss from operations     (1,446,712 )     (404,175 )     (2,288,058 )     (1,350,402 )
                                 
Other (income) expense:                                
Forgiveness of debt     (34,800 )     —         (34,800 )     —    
Interest expense     137,911       103,084       545,422       363,424  
                                 
Total other expense     103,111       103,084       510,622       363,424  
                                 
Net loss     (1,549,823 )     (507,259 )     (2,798,680 )     (1,713,826 )
                                 
Net loss attributable to the noncontrolling interest     1,219       516       2,258       1,789  
                                 
Net loss applicable to Bion's common stockholders   $ (1,548,604 )   $ (506,743 )   $ (2,796,422 )   $ (1,712,037 )
                                 
Net loss applicable to Bion's common stockholders per basic and diluted common share   $ (0.05 )   $ (0.02 )   $ (0.09 )   $ (0.06 )
                                 
Weighted-average number of common shares outstanding:                                
Basic and diluted     32,919,811       29,640,938       31,624,309       28,633,602  

 

See notes to consolidated financial statements

 

 

 

 

5 
 
 

 

BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

NINE MONTHS ENDED MARCH 31, 2021 AND 2020

                                             
Nine months ended March 31, 2020   Bion's Shareholders'        
    Series A Preferred Stock   Series C Preferred Stock   Common Stock   Additional   Subscription Rec-
eivables 		  Accumulated   Noncontrolling   Total
    Shares   Amount   Shares   Amount   Shares   Amount   paid-in capital   for Shares   deficit   interest   equity/(deficit)
                                             
Balances, July 1, 2019     —       $ —         —       $ —         28,068,688     $ —         110,126,802     $ (504,650 )   $ (124,346,158 )   $ 49,408     $ (14,674,598 )
Issuance of common stock for services     —         —         —         —         29,000       —         16,350       —         —         —         16,350  
Vesting of options for services     —         —         —         —         —         —         99,500       —         —         —         99,500  
Sale of units     —         —         —         —         2,318,001       —         1,159,000       —         —         —         1,159,000  
Commissions on sale of units     —         —         —         —         —         —         (105,400 )     —         —         —         (105,400 )
Modification of warrants     —         —         —         —         —         —         36,239       —         —         —         36,239  
Issuance of warrants     —         —         —         —         —         —         1,250       —         —         —         1,250  
Conversion of debt and liabilities     —         —         —         —         143,316       —         71,658       —         —         —         71,658  
Net loss     —         —         —         —         —         —         —         —         (1,712,037 )     (1,789 )     (1,713,826 )
Balances, March 31, 2020     —       $ —         —       $ —         30,559,005     $ —       $ 111,405,399     $ (504,650 )   $ (126,058,195 )   $ 47,619     $ (15,109,827 )
                                                                                         

 

6 
 
 

 

 

Nine months ended March 31, 2021   Bion's Shareholders'        
    Series A Preferred Stock   Series C Preferred Stock   Common Stock   Additional   Subscription Rec-
eivables 		  Accumulated   Noncontrolling   Total
    Shares   Amount   Shares   Amount   Shares   Amount   paid-in capital   for Shares   deficit   interest   equity/(deficit)
Balances, July 1, 2020     —       $ —         —       $ —         31,409,005     $ —       $ 114,266,683     $ (504,650 )   $ (128,891,893 )   $ 41,902     $ (15,087,958 )
Sale of units     —         —         —         —         3,700,000       —         1,850,000       —         —         —         1,850,000  
Commissions on sale of units     —         —         —         —         —         —         (160,000 )     —         —         —         (160,000 )
Vesting of options for services     —         —         —         —         —         —         1,017,700       —         —         —         1,017,700  
Modification of options     —         —         —         —         —         —         8,775       —         —         —         8,775  
Modification of warrants     —         —         —         —         —         —         212,645       —         —         —         212,645  
Issuance of warrants     —         —         —         —         —         —         2,500       —         —         —         2,500  
Warrants exercised for common shares     —         —         —         —         5,000       —         3,750       —         —         —         3,750  
Sale of common shares     —         —         —         —         300,000       —         300,000       —         —         —         300,000  
Issuance of units for services     —         —         —         —         36,000       —         18,000       —         —         —         18,000  
Conversion of debt and liabilities     —         —         —         —         336,305       —         168,151       —         —         —         168,151  
Net loss     —         —         —         —         —         —         —         —         (2,796,422 )     (2,258 )     (2,798,680 )
Balances, March 31, 2021     —       $ —         —       $ —         35,786,310     $ —       $ 117,688,204     $ (504,650 )   $ (131,688,315 )   $ 39,644     $ (14,465,117 )

 

 

See notes to consolidated financial statements

 

 

 

7 
 
 

BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED MARCH 31, 2021 AND 2020

         
    2021   2020
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (2,798,680 )   $ (1,713,826 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation expense     620       1,041  
Forgiveness of debt     (34,800 )     —    
Accrued interest on loans payable, deferred compensation and other     572,431       381,536  
Stock-based compensation     1,072,481       117,100  
Decrease in prepaid expenses     1,906       4,022  
(Decrease) increase in accounts payable and accrued expenses     (39,521 )     57,195  
Increase in deferred compensation     341,705       399,616  
                 
Net cash used in operating activities     (883,858 )     (753,316 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from sale of units     1,850,000       1,159,000  
Commissions on sale of units     (160,000 )     (105,400 )
Proceeds from sale of common shares     300,000       —    
Proceeds from exercise of warrants     3,750       —    
Proceeds from loans payable - affiliates     —         35,000  
Repayment of loans payable - affiliates     —         (20,000 )
                 
Net cash provided by financing activities     1,993,750       1,068,600  
                 
Net increase in cash     1,109,892       315,284  
                 
Cash at beginning of period     560,828       41,335  
                 
Cash at end of period   $ 1,670,720     $ 356,619  
                 
Supplemental disclosure of cash flow information:                
Cash paid for interest   $ 28     $ —    
                 
Non-cash investing and financing transactions:                
Conversion of debt and liabilities into common units   $ 168,151     $ 71,658  
Conversion of deferred compensation into notes payable - related party   $   _   $ 636,081  
Warrants issued for unit commissions   $ 16,100     $ 10,984  

 

See notes to consolidated financial statements

 

 

8 
 
 

 

BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED MARCH 31, 2021 AND 2020

 

1.       ORGANIZATION, NATURE OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS:

 

Organization and nature of business:

 

Bion Environmental Technologies, Inc.'s ("Bion," "Company," "We," "Us," or "Our") was incorporated in 1987 in the State of Colorado. 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 have traditionally been wasted or underutilized, including renewable energy, nutrients (including ammonia nitrogen) 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 co-products of its waste treatment including ammonia nitrogen in the form of organic ammonium bicarbonate products. The Company is now ready to develop its initial 3G Tech system. The Company’s initial ammonium bicarbonate liquid product completed its Organic Materials Review Institute (“OMRI”) application and review process with approval during May 2020 (and certain restrictions were removed effective April 28, 2021). The Company filed an additional OMRI application on May 3, 2021 for the initial crystallized ammonium bicarbonate co-products produced by our 3G Tech.

 

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 due in large part to our ability---based upon ongoing monitoring and third-party verification of environmental performance--- to provide meaningful assurances concerning sustainability 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.

 

From 2014 through the current 2021 fiscal year, the Company has focused its research and development on augmenting the basic ‘separate and aggregate’ approach of its technology platform to provide additional flexibility and to increase recovery of marketable nutrient by-products (in organic and non-organic forms) and renewable energy production (either/both biogas and/or renewable electricity), thereby increasing potential related revenue streams and reducing dependence of its future projects on the monetization of nutrient reductions (which still remain an important part of project revenue streams). Bion has worked on development of its 3G Tech which is designed to: a) generate significantly greater value from the nutrients and renewable energy recovered from the waste stream, b) treat dry (poultry) waste streams as well as wet waste streams (dairy/beef cattle/swine) while c) maintaining or improving environmental performance. This research and development effort also involves ongoing review of potential “add-ons” and applications to our technology platform for use in different regulatory and/or climate environments. These research and development activities have targeted completion of development of the next generation of Bion’s technology and technology platform. We believe such activities will continue at least through the 2022 fiscal year (and likely longer), subject to availability of adequate financing for the Company’s operations, of which there is no assurance. Such activities will likely include design and construction of an initial, commercial-scale system utilizing our 3G Tech to assist in optimization efforts before construction of Midwest beef JV Projects, the full Kreider 2 project (see below), and/or other Projects. Consistent with this intent, on April 27, 2021 the Company executed a letter of intent (‘LOI’) with Lamb Farms, Inc., Oakfield, New York regarding development and construction of a 3G Tech Bion System to treat the waste from its approximately 2,000 dairy cows and from up to 250 head of beef cattle to be housed in barns constructed by the Company. If the transaction set forth in the LOI proceeds to a definitive agreement and is followed by construction of the intended facilities (commencing during the upcoming fiscal year), this will likely be Bion’s initial 3G Tech System and will serve to demonstrate at commercial scale the capabilities of our 3G Tech and technology platform and provide proof of concept with regard to the potential ‘beef opportunity’ created by our technology and business model.

 

 

9 
 
 

 

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 initially (and numerous other companies at present) 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. During October 2020 the Company third 3G patent issued, which patent significantly expands the breadth and depth of the Company’s 3G Tech coverage. The Company anticipates filing additional patent applications related to its technology developments during the next 12 months. 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 reduction purchase/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. Bion anticipates moving forward with the development process of its initial commercial installations of its 3G technology during the 2021 (current) and 2022 calendar 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 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.

 

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 3G Tech platform is the basis for the Company’s 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.

 

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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 non-synthetic, concentrated ammonium bicarbonate crystal products which will contain 14-30 percent nitrogen in a crystalline form that will be easily transported, water soluble and provide readily-available nitrogen for use as part of certified organic production. Our 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 produce organic crops using existing equipment. Bion believes that this product will potentially have broad applications in the production of a variety of organic products including grains for livestock feed, row crops, horticulture, greenhouse and hydroponic production, and potentially retail lawn and garden 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 (and certain restrictions were removed effective April 28, 2021). The Company filed an additional OMRI application on May 3, 2021 for the initial crystallized ammonium bicarbonate co-products produced by our 3G Tech.

 

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 2021 fiscal year and will commence JVs that undertake initial production and marketing of such products during the 2021 calendar year.

 

3) Nutrient credits:

 

Bion had believed that passage in Pennsylvania of legislation in 2019 would establish a competitively-bid market for nutrient reduction Credits in Pennsylvania but the Covid-19 pandemic intervened. The bill will most likely need to be re-introduced in the Senate 2021-2022 session. 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.

 

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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. 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’.

 

Kreider Dairy Project

During 2008 the Company commenced actively pursuing the opportunity presented by environmental retrofit and remediation of the waste streams of existing CAFOs which effort has met with very limited success to date. The Company’s first commercial activity in the retrofit segment was represented by our agreement with Kreider Farms (“KF”), pursuant to which the Kreider 1 system (based on an early version of our 2nd generation technology (“2G Tech”)) to treat KF's dairy waste streams to reduce nutrient releases to the environment while generating marketable nutrient credits was designed, constructed and entered full-scale operation during 2011. On January 26, 2009 the Board of the Pennsylvania Infrastructure Investment Authority (“Pennvest”) approved a $7.75 million loan to Bion PA 1, LLC (“PA1”), a wholly-owned subsidiary of the Company, for the initial Kreider Farms project (“Kreider 1 System”). PA1 has had sporadic discussions/negotiations with Pennvest related to forbearance and/or re-structuring its obligations pursuant to the Pennvest Loan for more than seven years. In the context of such discussions/negotiations, PA1 elected not to make interest payments to Pennvest on the Pennvest Loan since January 2013. Additionally, PA1 has not made any principal payments, which were to begin in fiscal 2013, and, therefore, the Company has classified the Pennvest Loan as a current liability as March 31, 2021. Due to the failure of the Pennsylvania nutrient reduction credit market to develop, the Company determined (on three separate occasions) that the carrying amount of the property and equipment related to the Kreider 1 System exceeded its estimated future undiscounted cash flows based on certain assumptions regarding timing, level and probability of revenues from sales of nutrient reduction credits. Therefore, PA1 and the Company recorded impairments related to the value of the Kreider 1 assets totaling $3,750,000 through June 30, 2015. During the 2016 fiscal year, PA1 and the Company recorded an additional impairment of $1,684,562 to the value of the Kreider 1 assets which reduced the value on the Company’s books to zero. This impairment reflects management’s judgment that the salvage value of the Kreider 1 assets roughly equals PA1’s contractual obligations related to the Kreider 1 System, including expenses related to decommissioning of the Kreider 1 System, costs associated with needed capital upgrade expenses, and re-certification/ permitting amendments.

 

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On September 25, 2014, Pennvest exercised its right to declare the Pennvest Loan in default and accelerated the Pennvest Loan and demanded that PA1 pay $8,137,117 (principal, interest plus late charges) on or before October 24, 2014. PA1 did not make the payment and does not have the resources to make the payments demanded by Pennvest. PA1 commenced discussions and negotiations with Pennvest concerning this matter but Pennvest rejected PA1’s proposal made during the fall of 2014. No formal proposals are presently under consideration and only sporadic communication has taken place regarding the matters involved over the last 7 years. PA1 provides Pennvest with its financial statements (which include a description of system status) annually. During the current fiscal year, Pennvest’s auditors requested a ‘corrective action plan’ and PA1 informed Pennvest that “… there is no viable corrective action plan for the Pennvest Loan (‘Loan’). The facility funded by the Loan has been shut down for many years (which has been disclosed in the annual financial reports to Pennvest and in public filings by the parent of Bion PA 1, LLC) and the technology utilized in the facility is now obsolete. The facility has not been commercially operated for approximately six years and has generated zero income. We recommend that Pennvest take appropriate steps to remove and sell the equipment.” Pennvest recently responded favorably to the approach of selling the equipment but no actions have yet taken place. The Company expects to have additional communication with Pennvest on this matter during the current quarter. It is not possible at this date to predict the final outcome of this matter, but the Company believes it is likely that that the equipment will be sold with the proceeds delivered to Pennvest during our next fiscal year. However, the manner and means of such equipment sale has not been agreed upon as of this date. It remains possible that a loan modification agreement (coupled with an agreement regarding a technology update and re-start of full operations at the Kreider 1 dairy) may be reached in the future in the context of the development of the Kreider 2 poultry Project if/when a more robust market for nutrient reductions develops in Pennsylvania, of which there is no assurance. PA1 will evaluate the appropriate manner to resolve/wrap-up its business over the balance of this calendar year.

 

The Kreider 1 System has been inactive for several years with some equipment maintenance work being undertaken. PA1 and Bion will continue to evaluate various options with regard to Kreider 1 over the next six to 12 months.

 

During August 2012, the Company provided Pennvest (and the PADEP) with data demonstrating that the Kreider 1 System met the ‘technology guaranty’ standards which were incorporated in the Pennvest financing documents and, as a result, the Pennvest Loan has been (and is now) solely an obligation of PA1 since that date.

 

Kreider Farms (Poultry) – 3G Tech Project

 

Bion is completing an envelope of policy change and technology pilots that will allow it to move forward with a commercial large scale 3G Tech project at Kreider Farms. Having recently received two 3G Tech patents and a Notice of Allowance for the third 3G Tech patent (filings and approvals of related additional patent applications/continuations remaining pending), Bion is undertaking two key tasks that will ‘complete the envelope’ and allow Bion to launch active development of the Kreider 2 poultry project and/or other Projects) during the 2021 fiscal year (and thereafter):

 

1. Support for adoption of PA SB 575 (or a successor bill): This will create a competitively-bid market for nutrient reductions/Credits that we believe will provide support for project financing for Kreider 2 prior to development of markets for the co-products from Kreider 2 are established.

 

2. Installation of a 3G Tech ammonia recovery system to produce ammonium bicarbonate to be used to make application to OMRI for organic certification (and possibly for grower trials).

 

The 3G Tech Kreider 2 Project is planned for two (or more) locations. It is intended to treat the waste from Kreider’s 1,800 dairy cows and approximately six million egg layer chickens (with capacity for an additional three million layers). The Kreider 2 Project will be designed with modules with and initial capacity of 450 tons (or more) 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 Kreider 2 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 fee basis.

 

Bion has a long-standing relationship with Kreider Farms including a 2016 joint venture agreement related to this facility. 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. We are cautiously optimistic that once PA SB575 (or a successor bill) is passed, a market will be put in place for long-term commercial sale of the nutrient reduction credits produced at Kreider 2. Bion anticipates that it may require up to 6-12 months after such a bill becomes law to develop the rules/regulations related to the competitive bidding program. If the competitive bidding program is implemented, we intend to seek to arrange project financing for the Kreider 2 Project during 2021-2022 calendar years.

 

Sustainable/ Organic Grain-Finished Beef JV Opportunity

Bion believes there is a potentially large opportunity for JVs to produce sustainable/organic grain-finished beef and is actively involved in early pre-development work and discussions regarding pursuit of this opportunity.

 

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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 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.

 

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’s current long-term goal is to acquire or develop, or have in a development pipeline, 2-5 Projects over the next 24 to 48 months.

 

A significant portion of Bion’s activities concern efforts with private and public stakeholders (at local and state level) in Pennsylvania (and other Chesapeake Bay and Midwest and Great Lakes states) and at the federal level EPA and the Department of Agriculture (“USDA”) (and other executive departments) and Congress) to establish appropriate public policies which will create regulations and funding mechanisms that foster installation of the low cost environmental solutions that Bion (and others) can provide through clean-up of agricultural waste streams. The Company anticipates that such efforts will continue in Pennsylvania and other Chesapeake Bay watershed states throughout the next 12 months and in various additional states thereafter.

 

Going concern and management’s plans:

 

The consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has not generated significant revenues and has incurred net losses (including significant non-cash expenses) of approximately $4,553,000 and $2,659,000 during the years ended June 30, 2020 and 2019, respectively, and a net loss of approximately $2,799,000 during the nine months ended March 31, 2021. At March 31, 2021, the Company has a working capital deficit and a stockholders’ deficit of approximately $9,718,000 and $14,505,000, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability or classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. The following paragraphs describe management’s plans with regard to these conditions.

 

The Company continues to explore sources of additional financing (including potential agreements with strategic partners – both financial and ag-industry) to satisfy its current and future operating and capital expenditure requirements as it is not currently generating any significant revenues.

 

During the years ended June 30, 2020 and 2019, the Company received total proceeds of approximately $1,584,000 and $897,000, respectively, from the sale of its debt and equity securities. Proceeds during the 2020 and 2019 fiscal years have been lower than in earlier years which reduction has negatively impacted the Company’s business development efforts.

 

During the nine months ended March 31, 2021, the Company received total proceeds of approximately $2,150,000 from the sale of its equity securities and paid approximately $160,000 in commissions.

 

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During fiscal years 2020 and 2019 and the nine months ended March 31, 2021, the Company has faced progressively less difficulty in raising equity funding (but substantial equity dilution has gone along with the larger amounts of equity financing during the periods). As a result, the Company has faced, and continues to face, significant cash flow management challenges due to working capital constraints which have only recently begun to be alleviated. To partially mitigate these working capital constraints, the Company’s core senior management and several key employees and consultants have been deferring (and continue to defer) all or part of their cash compensation and/or are accepting compensation in the form of securities of the Company (Notes 4 and 6) and members of the Company’s senior management have made loans to the Company from time to time. During the year ended June 30, 2018, senior management and certain core employees and consultants agreed to a one-time extinguishment of liabilities owed by the Company which in aggregate totaled $2,404,000. Additionally, the Company made reductions in its personnel during the years ended June 30, 2014 and 2015 and again during the year ended June 30, 2018. The constraint on available resources has had, and continues to have, negative effects on the pace and scope of the Company’s efforts to develop its business. The Company has had to delay payment of trade obligations and has had to economize in many ways that have potentially negative consequences. If the Company is able to continue its recent increased success in its efforts to raise needed funds during the remainder of the current fiscal year (and subsequent periods), of which there is no assurance, management will not need to consider deeper cuts (including additional personnel cuts) and curtailment of ongoing activities including research and development activities.

 

The Company will need to obtain additional capital to fund its operations and technology development, to satisfy existing creditors, to develop Projects (including JV Projects, Integrated Projects and the Kreider 2 facility) and CAFO Retrofit waste remediation systems. The Company anticipates that it will seek to raise from $2,500,000 to $50,000,000 or more debt and/or equity through joint ventures, strategic partnerships and/or sale of its equity securities (common, preferred and/or hybrid) and/or debt (including convertible) securities, and/or through use of ‘rights’ and/or warrants (new and/or existing) during the next twelve months. However, as discussed above, there is no assurance, especially in light of the difficulties the Company has experienced in many recent periods and the extremely unsettled capital markets that presently exist (especially for companies like us), that the Company will be able to obtain the funds that it needs to stay in business, complete its technology development or to successfully develop its business and Projects.

 

There is no realistic likelihood that funds required during the next twelve months (or in the periods immediately thereafter) for the Company’s basic operations and/or proposed Projects will be generated from operations. Therefore, the Company will need to raise sufficient funds from external sources such as debt or equity financings or other potential sources. The lack of sufficient additional capital resulting from the inability to generate cash flow from operations and/or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Further, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significantly dilutive effect on the Company’s existing shareholders. All of these factors have been exacerbated by the extremely limited and unsettled credit and capital markets presently existing for small companies like Bion.

 

Covid-19 pandemic related matters:

 

The Company faces risks and uncertainties and factors beyond our control that are magnified during the current Covid-19 pandemic and the unique economic, financial, governmental and health-related conditions in which the Company, the country and the entire world now reside. To date the Company has experienced direct impacts in various areas including but without limitation: i) government ordered shutdowns which have slowed the Company’s research and development projects and other initiatives, ii) shifted focus of state and federal governments which is likely to negatively impact the Company’s legislative initiatives in Pennsylvania and Washington D. C., iii) strains and uncertainties in both the equity and debt markets which have made discussion and planning of funding of the Company and its initiatives and projects with investment bankers, banks and potential strategic partners more tenuous, iv) strains and uncertainties in the agricultural sector and markets have made discussion and planning more difficult as future industry conditions are now more difficult to assess and predict, v) constraints due to problems experienced in the global industrial supply chain which have delayed certain research and development testing and may delay construction of the initial 3G Tech installation if equipment remains difficult to acquire in a timely manner, vi) due to the age and health of our core management team, all of whom are age 70 or older and have had one or more existing health issues, the Covid-19 pandemic places the Company at greater risk than was previously the case (to a higher degree than would be the case if the Company had a larger, deeper and/or younger core management team), and vii) there almost certainly will be other unanticipated consequences for the Company as a result of the current pandemic emergency and its aftermath.

 

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2.       SIGNIFICANT ACCOUNTING POLICIES

 

Principles of consolidation:

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Bion Integrated Projects Group, Inc. (“Projects Group”), Bion Technologies, Inc., BionSoil, Inc., Bion Services, PA1, and PA2; and its 58.9% owned subsidiary, Centerpoint Corporation (“Centerpoint”). All significant intercompany accounts and transactions have been eliminated in consolidation.

 

The accompanying consolidated financial statements have been prepared without an audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements reflect all adjustments (consisting of only normal recurring entries) that, in the opinion of management, are necessary to present fairly the financial position at March 31, 2021, the results of operations of the Company for the three and nine months ended March 31, 2021 and 2020 and the cash flows of the Company for the nine months ended March 31, 2021 and 2020. Operating results for the three and nine months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending June 30, 2021.

 

Cash and cash equivalents:

 

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents.

 

Property and equipment:

 

Property and equipment are stated at cost and are depreciated, when placed into service, using the straight-line method over the estimated useful lives of the related assets, generally three to twenty years. The Company capitalizes all direct costs and all indirect incrementally identifiable costs related to the design and construction of its Integrated Projects. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized based on the amount by which the carrying value of the assets or asset group exceeds its estimated fair value, and is recognized as a loss from operations.

 

Stock-based compensation:

 

The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, which generally requires that share-based compensation transactions be accounted and recognized in the statement of operations based upon their grant date fair values.

 

Derivative Financial Instruments:

 

Pursuant to ASC Topic 815 “Derivatives and Hedging” (“Topic 815”), the Company reviews all financial instruments for the existence of features which may require fair value accounting and a related mark-to-market adjustment at each reporting period end. Once determined, the Company assesses these instruments as derivative liabilities. The fair value of these instruments is adjusted to reflect the fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

 

Warrants:

 

The Company has issued warrants to purchase common shares of the Company. Warrants are valued using a fair value based method, whereby the fair value of the warrant is determined at the warrant issue date using a market-based option valuation model based on factors including an evaluation of the Company’s value as of the date of the issuance, consideration of the Company’s limited liquid resources and business prospects, the market price of the Company’s stock in its mostly inactive public market and the historical valuations and purchases of the Company’s warrants. When warrants are issued in combination with debt or equity securities, the warrants are valued and accounted for based on the relative fair value of the warrants in relation to the total value assigned to the debt or equity securities and warrants combined.

 

Concentrations of credit risk:

 

The Company's financial instruments that are exposed to concentrations of credit risk consist of cash. The Company's cash is in demand deposit accounts placed with federally insured financial institutions and selected brokerage accounts. Such deposit accounts at times may exceed federally insured limits. The Company has not experienced any losses on such accounts.

 

Noncontrolling interests:

 

In accordance with ASC 810, “Consolidation”, the Company separately classifies noncontrolling interests within the equity section of the consolidated balance sheets and separately reports the amounts attributable to controlling and noncontrolling interests in the consolidated statements of operations. In addition, the noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance.

 

 

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Fair value measurements:

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value.

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

 

Level 3 – assets and liabilities whose significant value drivers are unobservable.

 

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

 

The fair value of cash and accounts payable approximates their carrying amounts due to their short-term maturities. The fair value of the loan payable is indeterminable at this time due to the nature of the arrangement with a state agency and the fact that it is in default. The fair value of the redeemable preferred stock approximates its carrying value due to the dividends accrued on the preferred stock which are reflected as part of the redemption value. The fair value of the deferred compensation and convertible notes payable - affiliates are not practicable to estimate due to the related party nature of the underlying transactions.

 

Revenue Recognition:

 

The Company currently does not generate revenue and if and when the Company begins to generate revenue the Company will comply with the provisions of Accounting Standards Codification (“ASC”) 606 “Revenue from Contracts with Customers”.

 

Loss per share:

 

Basic loss per share amounts are calculated using the weighted average number of shares of common stock outstanding during the period. Diluted loss per share assumes the conversion, exercise or issuance of all potential common stock instruments, such as options or warrants, unless the effect is to reduce the loss per share or increase the earnings per share. During the three and nine months ended March 31, 2021 and 2020, the basic and diluted loss per share was the same, as the impact of potential dilutive common shares was anti-dilutive.

 

The following table represents the warrants, options and convertible securities excluded from the calculation of basic loss per share:

 

    March 31,
2021 		  March 31,
2020
Warrants     24,653,567       19,393,013  
Options     10,471,600       7,716,600  
Convertible debt     10,368,364       10,046,039  
Convertible preferred stock     19,750       18,750  

 

 

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The following is a reconciliation of the denominators of the basic and diluted loss per share computations for the three and nine months ended March 31, 2021 and 2020:

 

    Three months
ended
March 31,
2021 		  Three months
ended
March 31,
2020 		  Nine months
ended
March 31,
2021 		  Nine months
ended
March 31,
2020
Shares issued – beginning of period     32,270,594       30,195,005       31,409,005       28,068,688  
Shares held by subsidiaries (Note 7)     (704,309 )     (704,309 )     (704,309 )     (704,309 )
Shares outstanding – beginning of period     31,566,285       29,490,696       30,704,696       27,364,379  
Weighted average shares issued
    during the period 		    1,353,526       150,242       919,613       1,269,223  
Diluted weighted average shares –
    end of period 		    32,919,811       29,640,938       31,624,309       28,633,602  

 

Use of estimates:

 

In preparing the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Recent Accounting Pronouncements:

 

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change.

 

In June 2018, the FASB issued ASU No. 2018-07 “Compensation – Stock Compensation – Improvements to Nonemployee Share-Based Payment Accounting” to simplify the accounting for share based payments granted to nonemployees and was adopted by the Company effective July 1, 2019. Under this guidance, payments to nonemployees are aligned with the requirements for share based payments granted to employees. The adoption of this guidance did not have a material impact on the Company’s financial statements as previously issued share-based payments to nonemployees had already reached a measurement date.

 

3.       PROPERTY AND EQUIPMENT:

 

Property and equipment consist of the following:

 

    March 31,
2021 		  June 30,
2020
Machinery and equipment   $ 2,222,670     $ 2,222,670  
Buildings and structures     401,470       401,470  
Computers and office equipment     171,485       171,485  
      2,795,625       2,795,625  
Less accumulated depreciation     (2,794,877 )     (2,794,257 )
    $ 748     $ 1,368  

 

As of March 31, 2021, the net book value of Kreider 1 was zero. Management has reviewed the remaining property and equipment for impairment as of March 31, 2021 and believes that no impairment exists.

 

Depreciation expense was $206 and $347 for the three months ended March 31, 2021 and 2020, respectively and $620 and $1,041 for the nine months ended March 31, 2021 and 2020, respectively.

4.       DEFERRED COMPENSATION:

The Company owes deferred compensation to various employees, former employees and consultants totaling $1,012,159 and $652,367 as of March 31, 2021 and 2020, respectively. Included in the deferred compensation balances as of March 31, 2021, are $358,367 and $380 owed Dominic Bassani (“Bassani”), the Company’s Chief Executive Officer, and Mark A. Smith (“Smith”), the Company’s President, respectively, pursuant to extension agreements effective January 1, 2015, whereby unpaid compensation earned after January 1, 2015, accrues interest at 4% per annum and can be converted into shares of the Company’s common stock at the election of the employee during the first five calendar days of any month. The conversion price shall be the average closing price of the Company’s common stock for the last 10 trading days of the immediately preceding month. The deferred compensation owed Bassani and Smith as of March 31, 2020 was $97,946 and $36,180, respectively. The Company also owes various consultants and an employee, pursuant to various agreements, for deferred compensation of $580,912 and $445,741 as of March 31, 2021 and 2020, respectively, with similar conversion terms as those described above for Bassani and Smith, with the exception that the interest accrues at 3% per annum. The Company also owes a former employee $72,500, which is not convertible and is non-interest bearing.

 

18 
 
 

 

Bassani and Smith have each been granted the right to convert up to $300,000 of deferred compensation balances at a price of $0.75 per share until December 31, 2022 (to be issued pursuant to the 2006 Plan). Smith also has the right to convert all or part of his deferred compensation balance into the Company’s securities (to be issued pursuant to the 2006 Plan) “at market” and/or on the same terms as the Company is selling or has sold its securities in its then current (or most recent if there is no current) private placement.

During the nine months ended March 31, 2021, Smith elected to convert $127,660 of deferred compensation into units of the Company at its $0.50 per unit offering price (Note 7).

The Company recorded interest expense of $19,897 ($8,645 with related parties) and $18,498 ($10,301 with related parties) for the nine months ended March 31, 2021 and 2020, respectively.

 

5.       LOANS PAYABLE:

 

Pennvest

 

PA1, the Company’s wholly-owned subsidiary, owes $9,797,842 as of March 31, 2021 under the terms of the Pennvest Loan related to the construction of the Kreider 1 System including accrued interest and late charges totaling $2,043,842 as of March 31, 2021. The terms of the Pennvest Loan provided for funding of up to $7,754,000 which was to be repaid by interest-only payments for three years, followed by an additional ten-year amortization of principal. The Pennvest Loan accrues interest at 2.547% per annum for years 1 through 5 and 3.184% per annum for years 6 through maturity. The Pennvest Loan required minimum annual principal payments of approximately $5,067,000 in fiscal years 2013 through 2020, and $819,000 in fiscal year 2021, $846,000 in fiscal year 2022, $873,000 in fiscal year 2023 and $149,000 in fiscal year 2024. The Pennvest Loan is collateralized by the Kreider 1 System and by a pledge of all revenues generated from Kreider 1 including, but not limited to, revenues generated from nutrient reduction credit sales and by-product sales. In addition, in consideration for the excess credit risk associated with the project, Pennvest is entitled to participate in the profits from Kreider 1 calculated on a net cash flow basis, as defined. The Company has incurred interest expense related to the Pennvest Loan of $61,722 for both the three months ended March 31, 2021 and 2020, respectively. The Company has also incurred interest expense related to the Pennvest Loan of $185,166 for both the nine months ended March 31, 2021 and 2020, respectively. Based on the limited development of the depth and breadth of the Pennsylvania nutrient reduction credit market to date, PA1 commenced negotiations with Pennvest related to forbearance and/or re-structuring the obligations under the Pennvest Loan. In the context of such negotiations, PA1 has elected not to make interest payments to Pennvest on the Pennvest Loan since January 2013. Additionally, the Company has not made any principal payments, which were to begin in fiscal 2013, and, therefore, the Company has classified the Pennvest Loan as a current liability as of March 31, 2021.

 

 

On September 25, 2014, Pennvest exercised its right to declare the Pennvest Loan in default and accelerated the Pennvest Loan and demanded that PA1 pay $8,137,117 (principal, interest plus late charges) on or before October 24, 2014. PA1 did not make the payment and does not have the resources to make the payments demanded by Pennvest. PA1 commenced discussions and negotiations with Pennvest concerning this matter but Pennvest rejected PA1’s proposal made during the fall of 2014. No formal proposals are presently under consideration and only sporadic communication has taken place regarding the matters involved over the last 7 years. PA1 provides Pennvest with its financial statements (which include a description of system status) annually. During the current fiscal year, Pennvest’s auditors requested a ‘corrective action plan’ and PA1 informed Pennvest that “… there is no viable corrective action plan for the Pennvest Loan (‘Loan’). The facility funded by the Loan has been shut down for many years (which has been disclosed in the annual financial reports to Pennvest and in public filings by the parent of Bion PA 1, LLC) and the technology utilized in the facility is now obsolete. The facility has not been commercially operated for approximately six years and has generated zero income. We recommend that Pennvest take appropriate steps to remove and sell the equipment.” Pennvest recently responded favorably to the approach of selling the equipment but no actions have yet taken place. The Company expects to have additional communication with Pennvest on this matter during the current quarter. It is not possible at this date to predict the final outcome of this matter, but the Company believes it is likely that that the equipment will be sold with the proceeds delivered to Pennvest during our next fiscal year. However, the manner and means of such equipment sale has not been agreed upon as of this date. It remains possible that a loan modification agreement (coupled with an agreement regarding a technology update and re-start of full operations at the Kreider 1 dairy) may be reached in the future in the context of the development of the Kreider 2 poultry Project if/when a more robust market for nutrient reductions develops in Pennsylvania, of which there is no assurance. PA1 will evaluate the appropriate manner to resolve/wrap-up its business over the balance of this calendar year.

 

 

19 
 
 

 

 

In connection with the Pennvest Loan financing documents, the Company provided a ‘technology guaranty’ regarding nutrient reduction performance of Kreider 1 which was structured to expire when Kreider 1’s nutrient reduction performance had been demonstrated. During August 2012 the Company provided Pennvest (and the PADEP) with data demonstrating that the Kreider 1 System had surpassed the requisite performance criteria and that the Company’s ‘technology guaranty’ was met. As a result, the Pennvest Loan is solely an obligation of PA1.

 

Paycheck Protection Program

 

During the year ended June 30, 2020, the Company received proceeds from a loan in the amount of $34,800 from Covenant Bank as the lender, pursuant to the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The loan was uncollateralized, had a fixed interest rate of one percent, a term of two years and the first payment is deferred for six months. Under the CARES Act, borrowers were eligible for forgiveness of principal and interest on PPP loans to the extent that the proceeds were used to cover eligible payroll costs, rent and utility costs over either an 8- or 24-week period after the loan was made. As of March 31, 2021, the total PPP loan and accrued interest was fully forgiven by the SBA.

 

6.       CONVERTIBLE NOTES PAYABLE - AFFILIATES:

 

2020 Convertible Obligations (formerly January 2015 Convertible Notes and 2019 Convertible Note)

 

The 2020 Convertible Obligations (formerly named January 2015 Convertible Notes and 2019 Convertible Notes) which accrue interest at either 4% per annum or 4% compounded quarterly and effective January 1, 2020 are due and payable on July 1, 2024. The 2020 Convertible Obligations (including accrued interest, plus all future deferred compensation added subsequently), are convertible, at the sole election of the holder, into Units consisting of one share of the Company’s common stock and one half to one warrant to purchase a share of the Company’s common stock, at a price of $0.50 per Unit until July 1, 2024. The warrant contained in the Unit was originally exercisable at $1.00 per unit but was modified to $0.75 during the year ended June 30, 2020 and is exercisable until a date three years after the date of the conversion. During the nine months ended March 31, 2021, the Company approved the increase of warrants by one-third to be received by the noteholder if a conversion takes place. The original conversion price of $0.50 per Unit approximated the fair value of the Units at the date of the agreements; therefore, no beneficial conversion feature exists. Management evaluated the terms and conditions of the embedded conversion features based on the guidance of ASC 815-15 “Embedded Derivatives” to determine if there was an embedded derivative requiring bifurcation. An embedded derivative instrument (such as a conversion option embedded in the deferred compensation) must be bifurcated from its host instruments and accounted for separately as a derivative instrument only if the “risks and rewards” of the embedded derivative instrument are not “clearly and closely related” to the risks and rewards of the host instrument in which it is embedded. Management concluded that the embedded conversion feature of the deferred compensation was not required to be bifurcated because the conversion feature is clearly and closely related to the host instrument, and because of the Company’s limited trading volume that indicates the feature is not readily convertible to cash in accordance with ASC 815-10, “Derivatives and Hedging”.

 

As of March 31, 2021, the 2020 Convertible Obligation balances, including accrued interest, owed Bassani (and his donees), Smith and Edward Schafer (“Schafer”), the Company’s Vice Chairman, were $2,479,268, $1,175,174 and $476,580, respectively. As of March 31, 2020, the 2020 Convertible Obligation balances, including accrued interest, owed Bassani, Smith and Schafer were $2,384,820, $1,120,932 and $458,424, respectively.

 

The Company recorded interest expense of $39,463 and $30,944 for the three months ended March 31, 2021 and 2020, respectively. The Company recorded interest expense of $135,892 and $102,814 for the nine months ended March 31, 2021 and 2020, respectively.

 

September 2015 Convertible Notes

 

During the year ended June 30, 2016, the Company entered into September 2015 Convertible Notes with Bassani, Schafer and a Shareholder which replaced previously issued promissory notes. The September 2015 Convertible Notes bear interest at 4% per annum, originally had maturity dates of December 31, 2017 but during the year ended June 30, 2019 the maturity dates were extended to July 1, 2021, and may be converted at the sole election of the noteholders into restricted common shares of the Company at a conversion price of $0.60 per share. During the year ended June 30, 2020, the maturity dates of the September 2015 Convertible Notes were further extended until July 1, 2024. As the conversion price of $0.60 approximated the fair value of the common shares at the date of the September 2015 Convertible Notes, no beneficial conversion feature exists. During the year ended June 30, 2018, Bassani and the Company agreed to split his original September 2015 Convertible Note into two replacement notes with all the terms remaining the same. One of the replacement notes’ original principal is $130,000, which is being held by the Company as collateral for a subscription receivable promissory note from Bassani. During the year ended June 30, 2019, with the Company’s approval, Bassani sold $300,000 of his second replacement note to a Shareholder with all the terms remaining the same.

 

The balances of the September 2015 Convertible Notes as of March 31, 2021, including accrued interest owed Bassani, Schafer and Shareholder, are $169,921, $20,026 and $426,860, respectively. The balances of the September 2015 Convertible Notes as of March 31, 2020, including accrued interest, were $164,230, $19,371 and $411,743, respectively.

 

The Company recorded interest expense of $5,366 for both the three months ended March 31, 2021 and 2020, respectively. The Company recorded interest expense of $16,097 for both the nine months ended March 31, 2021 and 2020, respectively.

 

 

20 
 
 

 

7.       STOCKHOLDERS' EQUITY:

 

Series B Preferred stock:

 

Since July 1, 2014, the Company has 200 shares of Series B redeemable convertible Preferred stock outstanding with a par value of $0.01 per share, convertible at the option of the holder at $2.00 per share, with dividends accrued and payable at 2.5% per quarter. The Series B Preferred stock is mandatorily redeemable at $100 per share by the Company three years after issuance and accordingly was classified as a liability. The 200 shares have reached their maturity date, but due to the cash constraints of the Company have not been redeemed.

 

During the years ended June 30, 2020 and 2019, the Company declared dividends of $2,000 and $2,000, respectively. At March 31, 2021, accrued dividends payable are $19,500. The dividends are classified as a component of operations as the Series B Preferred stock is presented as a liability in these financial statements.

 

Common stock:

 

Holders of common stock are entitled to one vote per share on all matters to be voted on by common stockholders. In the event of liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share in all assets remaining after liabilities have been paid in full or set aside and the rights of any outstanding preferred stock have been satisfied. Common stock has no preemptive, redemption or conversion rights. The rights of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any outstanding series of preferred stock or any series of preferred stock the Company may designate in the future.

 

Centerpoint holds 704,309 shares of the Company’s common stock. These shares of the Company’s common stock held by Centerpoint are for the benefit of its shareholders without any beneficial interest.

 

During the nine months ended March 31, 2021, the Company entered into subscription agreements, under three different offerings, to sell units for $0.50 per unit, with each unit consisting of one share of the Company’s restricted common stock and one warrant to purchase one share of the Company’s restricted common stock for $0.75 per share with an expiry date of December 31, 2021, and pursuant thereto, the Company issued 3,700,000 units for total proceeds of $1,850,000, net proceeds of $1,690,000 after commissions of $160,000. The Company allocated the proceeds from the 3,700,000 shares and the 3,700,000 warrants based upon their relative fair values, using the share price on the day each of the subscription agreements were entered into and the fair value of the warrants, which was determined to be $0.05 per warrant. As a result, $113,239 was allocated to the warrants and $1,736,761 was allocated to the shares, and both were recorded as additional paid in capital.

During the nine months ended March 31, 2021, 300,000 share of the Company’s restricted company stock were sold to an investor for $300,000.

During the nine months ended March 31, 2021, Smith elected to convert deferred compensation and accounts payable of $127,660 and $40,491, respectively, into an aggregate 336,305 units at $0.50 per unit, with each unit consisting of one share of the Company’s restricted common stock and one warrant to purchase one share of the Company’s restricted common stock for $0.75 per share until December 31, 2024.

During the nine months ended March 31, 2021, the Company issued 36,000 units to Smith for salary of $18,000, with each unit consisting of one share of the Company’s restricted common stock and one warrant to purchase one share of the Company’s restricted common stock for $0.75 per share with an expiry date of December 31, 2024.

During the nine months ended March 31, 2021, 5,000 warrants were exercised to purchase 5,000 shares of the Company’s common stock at $0.75 per share for total proceeds of $3,750.

 

21 
 
 

 

Warrants:

 

As of March 31, 2021, the Company had approximately 24.7 million warrants outstanding, with exercise prices from $0.60 to $1.50 and expiring on various dates through June 30, 2025.

 

The weighted-average exercise price for the outstanding warrants is $0.73, and the weighted-average remaining contractual life as of March 31, 2021 is 2.8 years.

 

During the nine months ended March 31, 2021, the Company entered into subscription agreements, under three different offerings, to sell units for $0.50 per unit, with each unit consisting of one share of the Company’s restricted common stock and one warrant to purchase one share of the Company’s restricted common stock for $0.75 per share with an expiry date of December 31, 2021, and pursuant thereto, the Company issued 3,700,000 units for total proceeds of $1,850,000, net proceeds of $1,690,000 after commissions of $160,000. The Company allocated the proceeds from the 3,700,000 shares and the 3,700,000 warrants based upon their relative fair values, using the share price on the day each of the subscription agreements were entered into and the fair value of the warrants, which was determined to be $0.05 per warrant. As a result, $113,239 was allocated to the warrants and $1,736,761 was allocated to the shares, and both were recorded as additional paid in capital.

 

During the nine months ended March 31, 2021, the Company issued 50,000 warrants to a consultant to purchase 50,000 shares of the Company’s restricted common stock at an exercise price of $0.90 per share and an expiration date of December 31, 2021. The warrants were in exchange for services expensed at $2,500.

During the nine months ended March 31, 2021, Smith elected to convert deferred compensation and accounts payable of $127,660 and $40,491, respectively, into an aggregate 336,305 units at $0.50 per unit, with each unit consisting of one share of the Company’s restricted common stock and one warrant to purchase one share of the Company’s restricted common stock for $0.75 per share until December 31, 2024.

During the nine months ended March 31, 2021, the Company agreed to extend the expiration dates of 4,497,924 warrants owned by certain individuals which were scheduled to expire at various dates from December 31, 2020 through December 31, 2021. The Company recorded non-cash compensation of $25,506 and interest expense of $187,139 related to the modification of the warrants.

During the nine months ended March 31, 2021, warrants to purchase 164,251 shares of the Company’s common stock at prices ranging from $0.75 to $2.00 expired.

During the nine months ended March 31, 2021, 5,000 warrants were exercised to purchase 5,000 shares of the Company’s common stock at $0.75 per share for total proceeds of $3,750.

During the nine months ended March 31, 2021, the Company issued warrants to brokers as commissions to purchase 322,000 shares of the Company’s common stock at an exercise price of $0.75 per share and an expiration of December 31, 2022. As the issuance was both a reduction and addition to additional paid in capital there was no impact to the financial statements.

During the nine months ended March 31, 2021, the Company issued 36,000 units to Smith for salary of $18,000, with each unit consisting of one share of the Company’s restricted common stock and one warrant to purchase one share of the Company’s restricted common stock for $0.75 per share with an expiry date of December 31, 2024.

Stock options:

 

The Company’s 2006 Consolidated Incentive Plan, as amended during the nine months ended March 31, 2021 (the “2006 Plan”), provides for the issuance of options (and/or other securities) to purchase up to 36,000,000 shares of the Company’s common stock. Terms of exercise and expiration of options/securities granted under the 2006 Plan may be established at the discretion of the Board of Directors, but no option may be exercisable for more than ten years.

During the nine months ended March 31, 2021, the Company approved the modification of existing stock options held by two former consultants, which extended certain expiration dates. The modifications resulted in incremental non-cash compensation of $8,775.

The Company recorded compensation expense related to employee stock options of $1,017,700 and nil for the three months ended March 31, 2021 and 2020, respectively and $1,017,700 and $99,500 for the nine months ended March 31, 2021 and 2020, respectively. The Company granted 960,000 and 390,000 options during the nine months ended March 31, 2021 and 2020, respectively.

 

 

22 
 
 

 

The fair value of the options granted during the nine months ended March 31, 2021 and 2020 were estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:

 

    Weighted
Average,
March 31,
2021 		  Range,
March 31,
2021 		  Weighted
Average,
March 31,
2020 		  Range,
March 31,
2020
Volatility     65 %     58%-65%       68 %     68%-70%  
Dividend yield     —         —         —         —    
Risk-free interest rate     0.79 %     0.47%-0.82%       1.75 %     1.74%-1.75%  
Expected term (years)     5.8       5.0 to 5.9       5.0       5.0 to 5.2  

 

The expected volatility was based on the historical price volatility of the Company’s common stock. The dividend yield represents the Company’s anticipated cash dividend on common stock over the expected term of the stock options. The U.S. Treasury bill rate for the expected term of the stock options was utilized to determine the risk-free interest rate. The expected term of stock options represents the period of time the stock options granted are expected to be outstanding based upon management’s estimates.

A summary of option activity under the 2006 Plan for the nine months ended March 31, 2021 is as follows:

    Options   Weighted-
Average
Exercise
Price 		  Weighted-
Average
Remaining
Contractual
Life 		  Aggregate
Intrinsic
Value
  Outstanding at July 1, 2020       9,511,600     $ 0.74       4.5     $ —    
    Granted       960,000       1.10                  
    Exercised       —         —                    
    Forfeited       —         —                    
    Expired       —         —                    
  Outstanding at March 31, 2021       10,471,600     $ 0.77       3.9     $ 10,252,975  
  Exercisable at March 31, 2021       10,471,600     $ 0.77       3.9     $ 10,252,975  

 

 

The following table presents information relating to nonvested stock options as of March 31, 2021:

 

    Options   Weighted Average
Grant-Date Fair
Value
  Nonvested at July 1, 2020       —       $ —    
  Granted       960,000       1.06  
  Vested       (960,000 )     (1.06 )
  Nonvested at March 31, 2021       —       $ —    

 

The total fair value of stock options that vested during the nine months ended March 31, 2021 and 2020 was $1,017,700 and $99,500, respectively. As of March 31, 2021, the Company had no unrecognized compensation cost related to stock options.

 

 

23 
 
 

 

Stock-based employee compensation charges in operating expenses in the Company’s financial statements for the three and nine months ended March 31, 2021 and 2020 are as follows:

    Three
months
ended
March 31,
2021 		  Three
months
ended
March 31,
2020 		  Nine months
ended
March 31,
2021 		  Nine months
ended
March 31,
2020
General and administrative:                                
  Change in fair value from modification of
    option terms 		  $ —       $ —       $ 8,775     $ —    
Change in fair value from modification of
    warrant terms 		    —         —         25,506       —    
  Fair value of stock options expensed     816,050       —         816,050       92,000  
     Total   $ 816,050     $ —       $ 850,331     $ 92,000  
                                 
Research and development:                                
  Fair value of stock options expensed   $ 201,650     $ —       $ 201,650     $ 7,500  
     Total   $ 201,650     $ —       $ 201,650     $ 7,500  

 

 

8.       SUBSCRIPTION RECEIVABLE - AFFILIATES:

 

As of March 31, 2021, the Company has three interest bearing, secured promissory notes with an aggregate principal amount of $428,250 ($479,116, including interest), from Bassani as consideration to purchase warrants to purchase 5,565,000 shares of the Company’s restricted common stock, which warrants have exercise prices ranging from $0.60 to $1.00 and have expiry dates ranging from December 31, 2020 to December 31, 2025. The promissory notes bear interest at 4% per annum, and are secured by portions of Bassani’s 2020 Convertible Obligation and Bassani’s September 2015 Convertible Notes. The secured promissory notes were payable July 1, 2020 but were extended to July 1, 2024 during the year ended June 30, 2020. Also, during the year ended June 30, 2020, warrants with exercise prices greater than $0.75 were reduced to $0.75 and warrants with expiry dates prior to December 31, 2024 were extended to December 31, 2024.

As of March 31, 2021, the Company has two interest bearing, secured promissory notes with an aggregate principal amount of $46,400 ($52,695 including interest) from two former employees as consideration to purchase warrants to purchase 928,000 shares of the Company’s restricted common stock, which warrants are exercisable at $0.75 and have expiry dates of December 31, 2020. During the year ended June 30, 2020, the expiry dates of the warrants were extended to December 31, 2024. These warrants have a 90% exercise bonus. The promissory notes bear interest at 4% per annum, are secured by a perfected security interest in the warrants, and were payable on July 1, 2020 but were extended to July 1, 2024 during the year ended June 30, 2020.

As of March 31, 2021, the Company has an interest bearing, secured promissory note for $30,000 ($33,192 including interest) from Smith as consideration to purchase warrants to purchase 300,000 shares of the Company’s restricted common stock, which warrants are exercisable at $0.60 and have expiry dates of December 31, 2023. During the year ended June 30, 2020, the expiry dates of the warrants were extended to December 31, 2024. The warrants have a 75% exercise bonus and the promissory note bears interest at 4% per annum, and is secured by $30,000 of Smith’s 2020 Convertible Obligations. The secured promissory note was payable on July 1, 2020 but was extended to July 1, 2024 during the year ended June 30, 2020.

 

9.       COMMITMENTS AND CONTINGENCIES:

 

Employment and consulting agreements:

 

Smith has held the positions of Director, President and General Counsel of Company and its subsidiaries under various agreements (and extensions) and terms since March 2003. On October 10, 2016, the Company approved a month to month contract extension, with Smith which includes provisions for i) a monthly deferred salary of $18,000 until the Board of Directors re-instates cash payments to all employees and consultants who are deferring compensation, ii) the right to convert up to $300,000 of his deferred compensation, at his sole election, at $0.75 per share, until December 31, 2022), and iii) the right to convert his deferred compensation in whole or in part, at his sole election, at any time in any amount at “market” or into securities sold in the Company’s current/most recent private offering at the price of such offering to third parties. Smith agreed effective July 29, 2018 to continue to serve the Company under these terms.

 

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Since March 31, 2005, the Company has had various agreements with Brightcap and/or Bassani, through which the services of Bassani are provided (any reference to Brightcap or Bassani for all purposes are the same individual). The Board appointed Bassani as the Company's CEO effective May 13, 2011. On February 10, 2015, the Company executed an Extension Agreement with Bassani pursuant to which Bassani extended the term of his service to the Company to December 31, 2017, (with the Company having an option to extend the term an additional six months.) Pursuant to the Extension Agreement, Bassani continued to defer his cash compensation ($31,000 per month) until the Board of Directors re-instates cash payments to all employees and consultants who are deferring their compensation. During October 2016 Bassani was granted the right to convert up to $125,000 of his deferred compensation, at his sole election, at $0.75 per share, until March 15, 2018 (which was expanded on April 27, 2017 to the right to convert up to $300,000 of his deferred compensation, at his sole election, at $0.75 per share, and subsequently extended until December 31, 2022). During February 2018, the Company agreed to the material terms for a binding two-year extension agreement for Bassani’s services as CEO, while a detailed, fully executed agreement is still being negotiated and will be finalized in the future. Bassani’s salary will remain $372,000 per year, which will continue to be accrued until there is adequate cash available while negotiations proceed toward the re-instatement of a least a partial cash payment. Additionally, the Company has agreed to pay him $2,000 per month to be applied to life insurance premiums. On August 1, 2018, in the context of extending his agreement to provide services to the Company on a full-time basis through December 31, 2022) plus 2 years after that on a part-time basis, the Company received an interest bearing secured promissory note for $300,000 from Bassani as consideration to purchase warrants to purchase 3,000,000 shares of the Company’s restricted common stock, which warrants are exercisable at $0.60 and have expiry dates of June 30, 2025. The promissory note is secured by Bassani’s $300,000 of 2020 Convertible Obligation (Note 6) and as of March 31, 2021, the principal and accrued interest was $332,795.

 

Execution/exercise bonuses:

 

As part of agreements the Company entered into with Bassani and Smith effective May 15, 2013, they were each granted the following: a) a 50% execution/exercise bonus which shall be applied upon the effective date of the notice of intent to exercise (for options and warrants) or issuance event, as applicable, of any currently outstanding and/or subsequently acquired options, warrants and/or contingent stock bonuses owned by each (and/or their donees) as follows: i) in the case of exercise by payment of cash, the bonus shall take the form of reduction of the exercise price; ii) in the case of cashless exercise, the bonus shall be applied to reduce the exercise price prior to the cashless exercise calculations; and iii) with regard to contingent stock bonuses, issuance shall be triggered upon the Company’s common stock reaching a closing price equal to 50% of currently specified price; and b) the right to extend the exercise period of all or part of the applicable options and warrants for up to five years (one year at a time) by annual payments of $.05 per option or warrant to the Company on or before a date during the three months prior to expiration of the exercise period at least three business days before the end of the expiration period. Effective January 1, 2016 such annual payments to extend warrant exercise periods have been reduced to $.01 per option or warrant.

 

During the nine months ended March 31, 2021, the Company applied a 75% execution/exercise bonus on 3,000,000 warrants held by a trust owned by Bassani.

 

As of March 31, 2021, the execution/exercise bonuses ranging from 50-90% were applicable to 10,326,600 of the Company’s outstanding options and 15,423,465 of the Company’s outstanding warrants.

 

Litigation:

 

On September 25, 2014, Pennvest exercised its right to declare the Pennvest Loan in default and has accelerated the Pennvest Loan and has demanded that PA1 pay $8,137,117 (principal, interest plus late charges) on or before October 24, 2014. PA1 did not make the payment and did not then and does not now have the resources to make the payment demanded by Pennvest. During August 2012, the Company provided Pennvest (and the PADEP) with data demonstrating that the Kreider 1 system met the ‘technology guaranty’ standards which were incorporated in the Pennvest financing documents and, as a result, the Pennvest Loan is now solely an obligation of PA1. No litigation has commenced related to this matter but such litigation is likely if negotiations do not produce a resolution (Note 1 and Note 5).

 

The Company currently is not involved in any other material litigation.

 

10.       RELATED PARTY TRANSACTIONS:

 

The Coalition for Affordable Bay Solutions (“CABS”), a not-for-profit organization that engages in political and legislative lobbying and educational activities regarding the competitive bidding procurement and nutrient credit trading program in Pennsylvania (and elsewhere), shares certain key management members with the Company.

 

During the both the three and nine months ended March 31, 2021 and 2020, the Company received nil for expense reimbursements from CABS, respectively. During the three months ended March 31, 2021 and 2020, the Company paid CABS nil and $12,720, respectively for consulting expenses. During the nine months ended March 31, 2021 and 2020, the company paid CABS nil and $52,540, respectively for consulting expenses.

 

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11.       SUBSEQUENT EVENTS:

 

The Company has evaluated events that occurred subsequent to March 31, 2021 for recognition and disclosure in the financial statements and notes to the financial statements.

 

From April 1, 2021 through May 10, 2021, the Company has sold 20,000 Units of its securities at $0.50 per Unit for aggregate consideration of $10,000. Each Unit consists of one share of common stock and a callable warrant to purchase one share of the Company’s common shares at $0.75 per share until December 31, 2021.

 

From April 1, 2021 through May 10, 2021, Smith has received 85,833 Units in exchange for $36,000 of salary and $10,060 of expenses and accrued interest.

 

From April 1, 2021 through May 10, 2021, a consultant has converted $244,143 of deferred compensation and accrued interest into 488,287 Units.

 

From April 1, 2021 through May 10, 2021, 705,981 warrants were exercised for 705,981 shares of the Company’s common stock for proceeds of approximately $529,486.

 

On April 27, 2021 the Company executed a letter of intent (‘LOI’) with Lamb Farms, Inc., Oakfield, New York regarding development and construction of a 3G Tech Bion System to treat the waste from its approximately 2,000 dairy cows and from up to 250 head of beef cattle to be housed in barns constructed by the Company. If the transaction proceeds to a definitive agreement and constructs the intended facilities (commencing during the upcoming fiscal year), this will likely be Bion’s initial 3G Tech System and will serve to demonstrate at commercial scale the capabilities of our 3G Tech and technology platform and provide proof of concept with regard to the potential ‘beef opportunity’ created by our technology and business model.

 

The Company filed an additional OMRI application on May 3, 2021 for the initial crystallized ammonium co-products produced by our 3G Tech.

 

 

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

 

 

Statements made in this Form 10-Q that are not historical or current facts, which represent the Company's expectations or beliefs including, but not limited to, statements concerning the Company's operations, performance, financial condition, business strategies, and other information, involve substantial risks and uncertainties. The Company's actual results of operations, most of which are beyond the Company's control, could differ materially. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," anticipate," "estimate," or "continue" or the negative thereof. We wish to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected.

 

These factors include adverse economic conditions, entry of new and stronger competitors, inadequate capital, unexpected costs, failure (or delay) to gain product or regulatory approvals in the United States (or particular states) or foreign countries, loss (permanently or for any extended period of time) of the services of members of the Company’s small core management team (all of whom are age 70 or older) and failure to capitalize upon access to new markets. Additional risks and uncertainties that may affect forward looking statements about Bion's business and prospects include the possibility that markets for nutrient reduction credits (discussed below) and/or other ways to monetize nutrient reductions will be slow to develop (or not develop at all), the existing default by PA1 on its loan secured by the Kreider 1 system, the possibility that a competitor will develop a more comprehensive or less expensive environmental solution, delays in market awareness of Bion and our Systems, uncertainties and costs related to research and development efforts to update and improve Bion’s technologies and applications thereof, and/or delays in Bion's development of Projects and failure of marketing strategies, each of which could have both immediate and long term material adverse effects by placing us behind our competitors and requiring expenditures of our limited resources.

 

THESE RISKS, UNCERTAINTIES AND FACTORS BEYOND OUR CONTROL ARE MAGNIFIED DURING THE CURRENT UNCERTAIN PERIOD RELATED TO THE COVID-19 PANDEMIC AND THE UNIQUE ECONOMIC, FINANCIAL, GOVERNMENTAL AND HEALTH-RELATED CONDITIONS IN WHICH THE COMPANY, THE ENTIRE COUNTRY AND THE ENTIRE WORLD NOW RESIDE.  TO DATE THE COMPANY HAS EXPERIENCED DIRECT IMPACTS  IN VARIOUS AREAS INCLUDING WITHOUT LIMITATION: I) GOVERNMENT-ORDERED  SHUTDOWNS WHICH HAVE SLOWED THE COMPANY’S RESEARCH AND DEVELOPMENT PROJECTS AND OTHER INITIATIVES, II) SHIFTED FOCUS OF STATE AND FEDERAL GOVERNMENT WHICH IS LIKELY TO NEGATIVELY IMPACT THE COMPANY’S LEGISLATIVE INITIATIVES IN PENNSYLVANIA AND WASHINGTON DC, III) STRAINS AND UNCERTAINTIES IN BOTH THE EQUITY AND DEBT MARKETS HAVE MADE DISCUSSION AND PLANNING OF FUNDING OF THE COMPANY AND ITS INITIATIVES AND PROJECTS WITH INVESTMENT BANKERS, BANKS AND POTENTIAL STRATEGIC PARTNERS MORE TENUOUS, IV) STRAINS AND UNCERTAINTIES IN THE AGRICULTURAL SECTOR AND MARKETS HAVE MADE DISCUSSION AND PLANNING OF FUNDING OF THE COMPANY AND ITS INITIATIVES AND PROJECTS MORE DIFFICULT AS FUTURE INDUSTRY CONDITIONS ARE NOW MORE DIFFICULT TO ASSESS/PREDICT, V) CONSTRAINTS DUE TO PROBLEMS EXPERIENCED IN THE GLOBAL INDUSTRIAL SUPPLY CHAIN, VI) DUE TO THE AGE AND HEALTH OF OUR CORE MANAGEMENT TEAM, ALL OF WHOM ARE AGE 70 OR OLDER AND HAVE HAD ONE OR MORE EXISTING HEALTH ISSUES, THE COVID-19 PANDEMIC PLACES THE COMPANY AT GREATER RISK THAN WAS PREVIOUSLY THE CASE (TO A HIGHER DEGREE THAN WOULD BE THE CASE IF THE COMPANY HAD A LARGER, DEEPER AND/OR YOUNGER CORE MANAGEMENT TEAM), AND VII) THERE ALMOST CERTAINLY WILL BE OTHER UNANTICIPATED CONSEQUENCES FOR THE COMPANY AS A RESULT OF THE CURRENT PANDEMIC EMERGENCY AND ITS AFTERMATH.

 

Bion disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements filed with this Report.

 

 

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BUSINESS OVERVIEW

 

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 is now ready to develop its initial 3G Tech system. The Company’s initial ammonium bicarbonate liquid product completed its Organic Materials Review Institute (“OMRI”) application and review process with approval during May 2020.. The Company anticipates making additional OMRI applications during the current calendar quarter.

 

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 due in large part to our ability---based upon ongoing monitoring and third-party verification of environmental performance--- to provide meaningful assurances concerning sustainability 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. We anticipate that a material portion of our focus over the next 12-36 months will involvement development and participation in such JVs involved with the production and marketing of Environmentally Sustainable conventional and/or organic beef, swine and poultry.

 

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 (initially and followed by numerous other companies) 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. During October 2020, the Company the Company’s third 3G patent, which patent significantly expands the breadth and depth of the Company’s 3G Tech coverage. The Company anticipates filing additional patent applications related to its technology developments during the next 12 months. 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 at Item 1 above and below herein.) Bion anticipates moving forward with the development process of its initial commercial installations of its 3G technology during the 2021 (current) and 2022 calendar years.

 

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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 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 discuss at Item 1 above and below herein).

 

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.

 

Bion’s 3G Tech and technology platform are designed to capture four revenue streams under one umbrella and provide the basis for joint ventures between the Company and larger livestock producers seeking to produce environmental/sustainable product lines. The revenue streams are: a) renewable energy and associated greenhouse gas credits (including US Renewable Fuel Standard (RFS) and/or Low Carbon Fuel Standard (LCFS) credits)(the value and availability of which will vary based on livestock type, geographical locations, and state regulatory programs), b) verified nutrient reductions (primarily nitrogen and phosphorus) that can be used as qualified offsets to the federal Chesapeake Bay mandate and US EPA TMDL (‘total maximum daily limit’) requirements (the value of which will vary based on livestock type, geographical locations, and state regulatory programs), c) co-products consisting of high value fertilizer for use in organic food production for human consumption and/or to grow feed for use by livestock in Projects, and d) an environmentally sustainable USDA certification that will be incorporated into a “brand” that can address the consumer concerns regarding food safety and sustainability (based on incorporation of all of the third party verified data for greenhouse gas reductions, nutrient reductions and fertilizer products into a digital register). The Company believes that the “branding” opportunity will offer large scale livestock producer / processor / distributors of livestock products the opportunity to differentiate and identify their products in the marketplace and, thereby creates the opportunity to achieve “premium pricing” by addressing consumer concerns related to safety and sustainability in a manner similar to the premiums achieved by organic producers.

Operational results from the initial commercial system (Kreider 1 utilizing our 2G Tech) confirmed the ability of Bion’s technologies to meet nutrient reduction goals at commercial scale for an extended period of operation. Bion’s 3G Tech platform (and the new variations under development) center on its patented and proprietary processes that separate and aggregate the various assets in the CAFO waste stream so they become benign, stable and/or transportable. Bion systems can: a) remove up to 95% of the nutrients (primarily nitrogen and phosphorus) in the effluent, b) reduce greenhouse gases by 90% (or more) including elimination of virtually all ammonia emissions, c) while materially reducing pathogens, antibiotics and hormones in the livestock waste stream. Our core technology and its primary CAFO applications were now proven in the Kreider 1 commercial operations. It has been accepted by the Environmental Protection Agency (“EPA”) and other regulatory agencies and it is protected by Bion’s portfolio of U.S. and international patents (both issued and applied for).

Currently, our research and development activities are underway to improve, update and commercialization of our 3G Tech systems (which is ready to be implemented) during the current fiscal year to meet the needs of JVs in various geographic and climate areas with nutrient release constraints and to increase the recovery and generation of valuable co-products while adding the capability to treat dry (poultry) waste streams in addition to wet manure streams at lower capital costs and operating costs

Bion business activity is focused on using applications of its 3G Tech for utilization in JVs and Projects (including Integrated Projects) in which the Company will participate as developer, technology provider and direct participant. Currently our efforts and funds are being expended on pre-development activities related to: 1) Midwest sustainable/organic grain-finished beef JV and 2) the Kreider 2 poultry JV..

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KREIDER 1 (HISTORY AND STATUS)

During 2008 the Company commenced actively pursuing the opportunity presented by environmental retrofit and remediation of the waste streams of existing CAFOs which effort has met with very limited success to date. The first commercial activity in this area is represented by our agreement with Kreider Farms (“KF”), pursuant to which the Kreider 1 system to treat KF's dairy waste streams to reduce nutrient releases to the environment while generating marketable nutrient credits and renewable energy was designed, constructed and entered full-scale operation during 2011. On January 26, 2009 the Board of the Pennsylvania Infrastructure Investment Authority (“Pennvest”) approved a $7.75 million loan to Bion PA 1, LLC (“PA1”), a wholly-owned subsidiary of the Company, for the initial Kreider Farms project (“Kreider 1 System”). After substantial unanticipated delays, on August 12, 2010 PA1 received a permit for construction of the Kreider 1 System based our 2G Tech (which the Company is no longer implementing). Construction activities commenced during November 2010. The closing/settlement of the Pennvest Loan took place on November 3, 2010. PA1 finished the construction of the Kreider 1 System and entered a period of system ‘operational shakedown’ during May 2011. The Kreider 1 System reached full, stabilized operation by the end of the 2012 fiscal year. During 2011 the PADEP re-certified the nutrient credits for this project. The PADEP issued final permits for the Kreider 1 System (including the credit verification plan) on August 1, 2012 on which date the Company deemed that the Kreider 1 System was ‘placed in service’. As a result, PA1 commenced generating nutrient reduction credits for potential sale while continuing to utilize the Kreider 1 System to test improvements and add-ons. However, to date liquidity in the Pennsylvania nutrient credit market has failed to develop significant breadth and depth, which limited liquidity/depth has negatively impacted Bion’s business plans and has resulted in insurmountable challenges to monetizing the nutrient reductions created by PA1’s existing Kreider 1 project and Bion’s other proposed projects. These difficulties have prevented PA1 from generating any material revenues from the Kreider 1 project to date and raise significant questions as to when, if ever, PA1 will be able to generate such revenues from the Kreider 1 System which has now been inactive for several years. PA1 had sporadic discussions/negotiations with Pennvest related to forbearance and/or re-structuring its obligations pursuant to the Pennvest Loan for more than 7 years. In the context of such discussions/negotiations, PA1 elected not to make interest payments to Pennvest on the Pennvest Loan since January 2013. Additionally, the Company has not made any principal payments, which were to begin in fiscal 2013, and, therefore, the Company has classified the Pennvest Loan as a current liability as of March 31, 2021. Due to the failure of the Pennsylvania nutrient reduction credit market to develop, the Company determined that the carrying amount of the property and equipment related to the Kreider 1 project exceeded its estimated future undiscounted cash flows based on certain assumptions regarding timing, level and probability of revenues from sales of nutrient reduction credits and, therefore, PA1 and the Company recorded impairments related to the value of the Kreider 1 assets of $1,750,000 and $2,000,000 at June 30, 2015 and June 30, 2014, respectively. During the 2016 fiscal year, PA1 and the Company recorded an impairment of $1,684,562 to the value of the Kreider 1 assets which reduced the value on the Company’s books to zero. This impairment reflects management’s judgment that the salvage value of the Kreider 1 assets roughly equals PA1’s contractual obligations related to the Kreider 1 System, including expenses related to decommissioning of the Kreider 1 System.

 

On September 25, 2014, Pennvest exercised its right to declare the Pennvest Loan in default and accelerated the Pennvest Loan and demanded that PA1 pay $8,137,117 (principal, interest plus late charges) on or before October 24, 2014. PA1 did not make the payment and does not have the resources to make the payments demanded by Pennvest. PA1 commenced discussions and negotiations with Pennvest concerning this matter but Pennvest rejected PA1’s proposal made during the fall of 2014. No formal proposals are presently under consideration and only sporadic communication has taken place regarding the matters involved over the last 7 years. PA1 provides Pennvest with its financial statements (which include a description of system status) annually. During the current fiscal year, Pennvest’s auditors requested a ‘corrective action plan’ and PA1 informed Pennvest that “… there is no viable corrective action plan for the Pennvest Loan (‘Loan’). The facility funded by the Loan has been shut down for many years (which has been disclosed in the annual financial reports to Pennvest and in public filings by the parent of Bion PA 1, LLC) and the technology utilized in the facility is now obsolete. The facility has not been commercially operated for approximately six years and has generated zero income. We recommend that Pennvest take appropriate steps to remove and sell the equipment.” Pennvest recently responded favorably to the approach of selling the equipment but no actions have yet taken place. The Company expects to have additional communication with Pennvest on this matter during the current quarter. It is not possible at this date to predict the final outcome of this matter, but the Company believes it is likely that that the equipment will be sold with the proceeds delivered to Pennvest during our next fiscal year. However, the manner and means of such equipment sale has not been agreed upon as of this date. It remains possible that a loan modification agreement (coupled with an agreement regarding a technology update and re-start of full operations at the Kreider 1 dairy) may be reached in the future in the context of the development of the Kreider 2 poultry Project if/when a more robust market for nutrient reductions develops in Pennsylvania, of which there is no assurance. PA1 will evaluate the appropriate manner to resolve/wrap-up its business over the balance of this calendar year.

 

The economics (potential revenues, profitability and continued operation) of the Kreider 1 System were based almost entirely on the long-term sale of nutrient (nitrogen and/or phosphorus) reduction credits to meet the requirements of the Chesapeake Bay environmental clean-up. See below for further discussion.

 

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During August 2012, the Company provided Pennvest (and the PADEP) with data demonstrating that the Kreider 1 System met the ‘technology guaranty’ standards which were incorporated in the Pennvest financing documents and, as a result, the Pennvest Loan has been (and is now) solely an obligation of PA1 since that date. However, the Company’s consolidated balance sheet as of March 31, 2021 reflects the Pennvest Loan as a liability of $9,797,842 despite the fact that the obligation (if any) solely an obligation of PA 1.

PA1 is currently maintaining some equipment at the Kreider 1 System pending its potential sale by Pennvest and/or inclusion within the Kreider 2 Project discussed below.

 

3G TECH KREIDER 2 POULTRY PROJECT

 

Bion continues its pre-development work related to a waste treatment/renewable energy production facility to treat the waste from KF’s approximately 6+ million chickens (planned to expand to approximately 9-10 million) (and potentially other poultry operations and/or other waste streams) ('Kreider Renewable Energy Facility' or ‘ Kreider 2 Project’). On May 5, 2016, the Company executed a stand-alone joint venture agreement with Kreider Farms covering all matters related to development and operation of Kreider 2 system to treat the waste streams from Kreider’s poultry facilities in Bion PA2 LLC (“PA2”). During May 2011 the PADEP certified a smaller version of the Kreider 2 Project (utilizing our 3G Tech) for 559,457 nutrient credits under the old EPA’s Chesapeake Bay model. The Company has been in ongoing discussions with the PADEP regarding the appropriate credit calculation methodology for large-scale technology-based nutrient reduction installations such as the KF2 Project utilizing our 3G Tech platform. Based on these discussions and the size of the Kreider 2 Project, we anticipate that when designs are finalized, the Kreider 2 Project will be re-certified for a far larger number of credits (management’s current estimates are between 2-4 million (or more) nutrient reduction credits for treatment of the waste stream from Kreider’s poultry pursuant to the Company’s subsequent amended application during the current fiscal year pursuant to the amended EPA Chesapeake Bay model and agreements between the EPA and PA. Note that this Project may be expanded in the future to treat wastes from other local and regional CAFOs (poultry and/or dairy---including the Kreider Dairy) and/or additional Kreider poultry expansion (some of which may not qualify for nutrient reduction credits). A review process to clarify certain issues related to credit calculation and verification commenced during 2014 based on Bion’s 2G Tech but has been placed on hold while certain matters are resolved between the EPA and Pennsylvania and pending development of a robust market for nutrient reductions in Pennsylvania. The Company anticipates it will submit an amended or new application based on our 3G Technology. Site specific design and engineering work for this facility, which will probably be one of the first full-scale commercial projects to utilize Bion’s 3G Tech, have not commenced, and the Company does not yet have financing in place for the Kreider 2 Project. This opportunity is being pursued through PA2. If there are positive developments related to the market for nutrient reductions in Pennsylvania, of which there is no assurance, the Company intends to pursue development, design and construction of the Kreider 2 Project with a goal of achieving operational status for its initial modules during the coming calendar year, and hopes to enter into agreements related to sales of the nutrient reduction credits for future delivery (under long term contracts) in the future. The economics (potential revenues and profitability) of the Kreider 2 Project, despite its use of Bion’s 3G Tech for increased recovery of marketable by-products, are based in material part the long-term sale of nutrient (nitrogen and/or phosphorus) reduction credits to meet the requirements of the Chesapeake Bay environmental clean-up. However, liquidity in the Pennsylvania nutrient credit market has not yet developed significant breadth and depth, which lack of liquidity has negatively impacted Bion’s business plans and will most likely delay PA2’s Kreider 2 Project and other proposed projects in Pennsylvania.

 

Note that while Bion believes that the Kreider 2 Project and/or subsequent Bion Projects in PA and the Chesapeake Bay Watershed will eventually generate revenue from the sale of: a) nutrient reductions (credits or in other form), b) renewable energy (and related credits), c) sales of fertilizer products, and/or d) potentially, in time, credits for the reduction of greenhouse gas emissions, plus e) license fees related to a ‘sustainable brand’, the Covid-19 pandemic has delayed legislative efforts needed to commence its development. We believe that the potential market is very large, but it is not possible to predict the exact timing and/or magnitude of these potential markets at this time.

 

MIDWEST SUSTAINABLE/ORGANIC GRAIN-FINISHED BEEF JV OPPORTUNITY

 

Bion believes there is a potentially large opportunity to develop JVs to produce sustainable/organic grain-finished beef in the Midwest and is actively involved in early pre-development work and discussions regarding pursuit of this opportunity.

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 (versus 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. We intend to develop JVs with organic farmers which use Bion’s organic ammonium bicarbonate fertilizers to support organic grain production. This grain can be fed (in the finishing stage) to livestock to 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 (See discussion at Item 1 above).

 

31 
 
 

 

PUBLIC POLICY INITIATIVES

 

A substantial portion of our activities involve public policy initiatives (by the Company and other stakeholders) to encourage the establishment of appropriate public policies and regulations (at federal, regional, state and local levels) to facilitate cost effective environmental clean-up and, thereby, support our business activities. Bion has been joined by National Milk Producers Federation, Land O’Lakes, JBS and other national livestock interests to support changes to our nation’s clean water strategy that will allow states to acquire low-cost nutrient reductions through a competitive procurement process, in a similar manner to how government entities now acquire many other goods and services on behalf of the taxpayer. As developing markets for nutrient reductions become fully-established, Bion anticipates a robust business opportunity to retrofit existing CAFOs and develop Projects, based primarily on the sale of nutrient credits that provide cost-effective alternatives to today’s high-cost and failing clean water strategy.

 

To date the market for long-term nutrient reduction credits in Pennsylvania (‘PA’) has been very slow to develop and the Company’s activities have been negatively affected by such lack of development. However, Bion is confident that once these markets are established, the credits it produces will be competitive in the credit trading markets, based on its cost to remove nitrogen from the livestock waste stream, compared to the cost to remove nitrogen through various other treatment activities.

 

Several independent studies have calculated the average cost to remove nitrogen through various sector practices. Reports prepared for the PA Senate (2008), Chesapeake Bay Commission (2012) and PA legislature (2013; described below), as well as the Maryland Chesapeake Bay Financing Strategy Report (2015), demonstrate that the cost to remove nitrogen (per pound on average) from agriculture is $44 to $54, municipal wastewater: $28 to $43, and storm water: $386 to $633. Pursuant to the PA legislative Report, by replacing sector allocation (for all sectors) with competitive bidding, up to 80 percent savings could be achieved in PA’s Chesapeake Bay compliance costs ($1.5 billion annually) by 2025. If the legislative study had focused on the cost differentials of competitive bidding compared only with storm water, the relative savings would be substantially greater.

 

Since these studies were completed, most of the larger (Tier 1) municipal wastewater treatment plants in PA have been upgraded, at a cost of approximately $2.5 billion (vs initial 2004 PA DEP cost estimates of $376 million). US EPA is now focused on PA’s storm water allocation (3.5 million pounds (per last published data)) and has this sector on ‘backstop level actions’, the highest level of EPA-oversight and the final step before sanctions. In the same 2004 PA DEP cost estimate that led to the more than a $2 billion underestimate/miscalculation in municipal wastewater plant upgrade costs, the estimate for storm water cost was $5.6 billion. In April 2017, US EPA sent a Letter of Expectation to PA DEP, expressing the agency’s support for the use of nutrient credit trading and competitive bidding to engage the private-sector to lower costs. The letter specifically encouraged the use of credit trading to offset the state’s looming storm water obligations.

 

The Company believes that: i) the April 2015 release of a report from the Pennsylvania Auditor General titled “Special Report on the Importance of Meeting Pennsylvania’s Chesapeake Bay Nutrient Reduction Targets” which highlighted the economic consequences of EPA-imposed sanctions if the state fails to meet the 2017 TMDL targets, as well as the need to support using low-cost solutions and technologies as alternatives to higher-cost public infrastructure projects, where possible, and ii) Senate Bill 575 (introduced in April 2019 as successor to prior SB 799 (which was passed by PA Senate during January 2018 but was not voted on in the House)) which, if adopted, will establish a program that will allow the Pennsylvania’s tax- and rate-payers to meet significant portions of their EPA-mandated Chesapeake Bay pollution reductions at significantly lower cost by purchasing verified reductions (by competitive bidding) from all sources, including those that Bion can produce through livestock waste treatment, represent visible evidence of progress being made on these matters in Pennsylvania. SB 575 was passed by the PA Senate in 2019 and introduced in the PA House which is scheduled to be taken up the bill during its current session which is now underway. Such legislation (which has bi-partisan support), if passed and signed into law (of which there is no assurance), will potentially enable Bion (and others) to compete for public funding on an equal basis with subsidized agricultural ‘best management practices’ and public works and storm water authorities. Note, however, that there is opposition to SB 575 (as was the case for SB 799 and its predecessors) from threatened stakeholders committed to the existing status quo approaches--- a significant portion of which was focused on attacking (in often inaccurate and/or vilifying ways) Bion in/through social media and internet articles, blogs, press releases, twitter posts and re-tweets, rather than engaging the substantive issues. Further note that the current COVID-19 crisis has shifted government, legislative and budget focuses in PA in manners which may delay our efforts. If legislation similar to SB 575 is passed (on a stand-alone basis or as part of a larger piece of legislation) and implemented (in a form which maintains its core provisions), Bion expects that the policies and strategies being developed in PA will not only benefit the Company’s existing and proposed PA projects, but will also subsequently provide the basis for a larger Chesapeake Bay watershed strategy and, thereafter, a national clean water strategy.

 

 

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THE COVID-19 PANDEMIC HAS FURTHER INCREASED UNCERTAINTIES RE SB 575 AND ALL POLICY INITIATIVES. SEE FURTHER DISCUSSION IN ITEM 1 ABOVE.

 

The Company believes that Pennsylvania is ‘ground zero’ in the long-standing clean water battle between agriculture and the further regulation of agriculture relative to nutrient impacts. The ability of Bion and other technology providers to achieve verified reductions from agricultural non-point sources can resolve the current stalemate and enable implementation of constructive solutions that benefit all stakeholders, providing a mechanism that ensures that taxpayer funds will be used to achieve the most beneficial result at the lowest cost, regardless of source. All sources, point and non-point, rural and urban, will be able to compete for tax payer-funded nitrogen reductions in a fair and transparent process; and since payment from the tax and rate payers would now be performance-based, these providers will be held financially accountable.

 

We believe that the overwhelming environmental, economic, quality of life and public health benefits to all stakeholders in the watershed, both within and outside of Pennsylvania, make the case for adoption of the strategies outlined in the Report less an issue of ‘if’, but of ‘when and how’. The adoption of a competitive procurement program will have significant positive impact on technology providers that can deliver verified nitrogen reductions such as Bion, by allocating existing tax- and rate-payer clean water funding to low-cost solutions based upon a voluntary and transparent procurement process. The Company believes that implementation of a competitively-bid nutrient reduction program to achieve the goals for the Chesapeake Bay watershed can also provide a working policy model and platform for other states to adopt that will enhance their efforts to comply with both current and future requirements for local and federal estuarine watersheds, including the Mississippi River/Gulf of Mexico, the Great Lakes Basin and other nutrient-impaired watersheds. (Note, however, that current COVID-19 crisis has shifted government, legislative and budget focuses in manners which may delay the fruition of our efforts.)

 

The Company currently anticipates that either a Midwest Sustainable/Organic Grain-Fed Beef JV or the Kreider 2 poultry JV in PA will be its initial full-scale 3G Project. Bion hopes to commence development of its initial project by optioning land and beginning the site-specific design and permitting processes during the current year, but further delays are possible. It is not possible at this time to firmly predict where the initial Project will be developed or the order in which Projects will be developed. All potential Projects are in very early discussion and pre-development stages and may never progress to actual development or may be developed after other Projects not yet under active consideration.

 

Bion also hopes to be able to move forward on multiple JVs/Projects through 2021-2024 to create a pipeline of Projects. Management has a 5-year development target (through calendar year 2026) of approximately 3-8 or more JVs/Projects pursuant to joint ventures (or similar agreements). Management hopes to have identified and begun development work related to 3-5 Projects over the next 2 years. At the end of the 5-year period, Bion projects that 3-5 or more of these JVs/Projects will be in full operation in 3 or more states (and possibly one or more foreign countries), and the balance would be in various stages ranging from partial operation to early development stage. It is possible that one or more Projects will be developed in joint ventures specifically targeted to meet the growing animal protein demand outside of the United States (including without limitation Asia, Europe and/or the Middle East). No JVs/Projects (including Integrated Projects) have been developed to date.

The Company’s audited financial statements for the years ended June 30, 2020 and 2019 were prepared assuming the Company will continue as a going concern. The Company has incurred net losses of approximately $4,553,000 and $2,659,000 during the years ended June 30, 2020 and 2019, respectively. The Report of the Independent Registered Public Accounting Firm on the Company’s consolidated financial statements as of and for the year ended June 30, 2020 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. The Company has incurred net losses of approximately $2,799,000 and $1,714,000 for the nine months ended March 31, 2021 and 2020. At March 31, 2021, the Company had a working capital deficit and a stockholders’ deficit of approximately $9,718,000 and $14,505,000, respectively. Management’s plans with respect to these matters are described in this section and in our consolidated financial statements (and notes thereto), and this material does not include any adjustments that might result from the outcome of this uncertainty. However, there is no guarantee that we will be able to raise sufficient funds or further capital for the operations planned in the near future.

 

33 
 
 

 

COVID-19 PANDEMIC RELATED MATTERS:

 

The Company faces risks and uncertainties and factors beyond our control that are magnified during the current Covid-19 pandemic and the unique economic, financial, governmental and health-related conditions in which the Company, the country and the entire world now reside. To date the Company has experienced direct impacts in various areas including but without limitation: i) government ordered shutdowns which have slowed the Company’s research and development projects and other initiatives, ii) shifted focus of state and federal governments which is likely to negatively impact the Company’s legislative initiatives in Pennsylvania and Washington D. C., iii) strains and uncertainties in both the equity and debt markets which have made discussion and planning of funding of the Company and its initiatives and projects with investment bankers, banks and potential strategic partners more tenuous, iv) strains and uncertainties in the agricultural sector and markets have made discussion and planning more difficult as future industry conditions are now more difficult to assess and predict, v) constraints due to problems experienced in the global industrial supply chain which have delayed certain research and development testing and may delay construction of the initial 3G Tech installation if equipment remains difficult to acquire in a timely manner, vi) due to the age and health of our core management team, all of whom are age 70 or older and have had one or more existing health issues, the Covid-19 pandemic places the Company at greater risk than was previously the case (to a higher degree than would be the case if the Company had a larger, deeper and/or younger core management team), and vii) there almost certainly will be other unanticipated consequences for the Company as a result of the current pandemic emergency and its aftermath.

 

CRITICAL ACCOUNTING POLICIES

 

Revenue Recognition

The Company currently does not generate revenue and if and when the Company begins to generate revenue the Company will comply with the provisions of Accounting Standards Codification (“ASC”) 606 “Revenue from Contracts with Customers”.

Stock-based compensation

 

The Company follows the provisions of ASC 718, which generally requires that share-based compensation transactions be accounted and recognized in the statement of income based upon their grant date fair values.

 

Derivative Financial Instruments:

 

Pursuant to ASC Topic 815 “Derivatives and Hedging” (“Topic 815”), the Company reviews all financial instruments for the existence of features which may require fair value accounting and a related mark-to-market adjustment at each reporting period end. Once determined, the Company assesses these instruments as derivative liabilities. The fair value of these instruments is adjusted to reflect the fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

 

Warrants:

 

The Company has issued warrants to purchase common shares of the Company. Warrants are valued using a fair value based method, whereby the fair value of the warrant is determined at the warrant issue date using a market-based option valuation model based on factors including an evaluation of the Company’s value as of the date of the issuance, consideration of the Company’s limited liquid resources and business prospects, the market price of the Company’s stock in its mostly inactive public market and the historical valuations and purchases of the Company’s warrants. When warrants are issued in combination with debt or equity securities, the warrants are valued and accounted for based on the relative fair value of the warrants in relation to the total value assigned to the debt or equity securities and warrants combined.

 

Recent Accounting Pronouncements:

 

In June 2018, the FASB issued ASU No. 2018-07 “Compensation – Stock Compensation – Improvements to Nonemployee Share-Based Payment Accounting” to simplify the accounting for share based payments granted to nonemployees and was adopted by the Company effective July 1, 2019. Under this guidance, payments to nonemployees are aligned with the requirements for share-based payments granted to employees. The adoption of this guidance did not have a material impact on the Company’s financial statements as previously issued share-based payments to nonemployees had already reached a measurement date.

THREE MONTHS ENDED MARCH 31, 2021 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2020.

Revenue

Total revenues were nil for both the three months ended March 31, 2021 and 2020, respectively.

34 
 
 

 

General and Administrative

Total general and administrative expenses were $1,114,000 and $269,000 for the three months ended March 31, 2021 and 2020, respectively.

General and administrative expenses, excluding stock-based compensation charges of $816,000 and nil, were $298,000 and $269,000 for the three months ended March 31, 2021 and 2020, respectively, representing a $29,000 increase. Salaries and related payroll tax expenses were $98,000 and $67,000 for the three months ended March 31, 2021 and 2020, respectively, and the increase is due to paying a consultant partially as an employee during the three months ended March 31, 2021 and a bonus given to Smith for payroll taxes. Consulting costs were $100,000 and $117,000 for the three months ended March 31, 2021 and 2020, respectively, representing a $17,000 decrease due to payment of $13,000 to the Coalition for an Affordable Bay Solution during the three months ended March 31, 2020 that was not present during the three months ended March 31, 2021 and partially paying a consultant as an employee during the three months ended March 31, 2021. Accounting and tax expenses were $16,000 and $12,000 for the three months ended March 31, 2021 and 2020, respectively, with the increase due expenses related to the preparation of the fiscal year 2020 income taxes during the three months ended March 31, 2021. Transfer agent fees increased $3,000 during the three months ended March 31, 2021 compared to the same period in fiscal year 2020 due to the higher than normal sales of equity securities.

General and administrative stock-based employee compensation for the three months ended March 31, 2021 and 2020 consists of the following:

    Three months
ended
March 31,
2021 		  Three months
ended
March 31,
2020
General and administrative:                
  Fair value of stock options expensed under ASC 718   $ 816,000     $ —    
      Total   $ 816,000     $ —    

 

Stock-based compensation charges were $816,000 and nil for the three months ended March 31, 2021 and 2020, respectively. The fair value of stock options expensed for the three months ended March 31, 2021 and 2020 was $816,000 and nil, respectively. The Company granted 960,000 options during the three months ended March 31, 2021 which were fully vested at grant date, while no options were granted during the three months ended March 31, 2020.

Depreciation

Total depreciation expense was $206 and $347 for the three months ended March 31, 2021 and 2020, respectively.

Research and Development

Total research and development expenses were $332,000 and $135,000 for the three months ended March 31, 2021 and 2020, respectively.

Research and development expenses, excluding stock-based compensation expenses of $202,000 and nil were $130,000 and $135,000 for the three months ended March 31, 2021 and 2020, respectively, representing a $5,000 decrease. Salaries and related payroll tax expenses were $22,000 and $19,000 for the three months ended March 31, 2021 and 2020, respectively. Consulting costs were $47,000 and $60,000 for the three months ended March 31, 2021 and 2020, respectively, the decrease partially due to some previously research and development costs being allocated to general and administrative during the three months ended March 31, 2021. Legal fees however, increased from $3,000 for the three months ended March 31, 2020 to $19,000 for the three months ended March 31, 2021 due to the utilization of a law firm to assist in the ORMI certification process.

 

Research and development stock-based employee compensation for the three months ended March 31, 2021 and 2020 consists of the following:

 

    Three months ended
March 31, 2021 		  Three months ended
March 31, 2020
Research and development:                
Fair value of stock options expensed under ASC 718   $ 202,000     $ —    
Total   $ 202,000     $ —    

 

Stock-based compensation expenses were $202,000 and nil for the three months ended March 31, 2021 and 2020, respectively. The Company granted 960,000 and nil fully vested options during the three months ended March 31, 2021 and 2020, respectively, and a portion of the stock compensation expense was allocated to research and development.

35 
 
 

Loss from Operations

As a result of the factors described above, the loss from operations was $1,447,000 and $404,000 for the three months ended March 31, 2021 and 2020, respectively.

Other (Income) Expense

Other (income) expense was $103,000 for both the three months ended March 31, 2021 and 2020, respectively. Interest expense of $138,000 and $103,000 was recorded during the three months ended March 31, 2021 and 2020, respectively. Interest expense was higher during the three months ended March 31, 2021, due to the modification of warrant expiry dates for warrants held by investors and brokers of $23,000. Interest on deferred compensation and convertible notes payable was $12,000 higher during the three months ended March 31, 2021 due to higher overall balances. Offsetting higher interest expenses for the three months ended March 31, 2021 was $35,000 on forgiveness of debt due to the Company’s PPP loan being forgiven by the Small Business Administration.

Net Loss Attributable to the Noncontrolling Interest

The net loss attributable to the noncontrolling interest was $1,219 and $516 for the three months ended March 31, 2021 and 2020, respectively.

Net Loss Attributable to Bion’s Common Stockholders

As a result of the factors described above, the net loss attributable to Bion’s stockholders was $1,549,000 and $507,000 for the three months ended March 31, 2021 and 2020, respectively, and the net loss per basic common share was $0.05 and $0.02 for the three months ended March 31, 2021 and 2020, respectively.

NINE MONTHS ENDED MARCH 31, 2021 COMPARED TO THE NINE MONTHS ENDED MARCH 31, 2020

Revenue

Total revenues were nil for both the nine months ended March 31, 2021 and 2020, respectively.

General and Administrative

Total general and administrative expenses were $1,709,000 and $977,000 for the nine months ended March 31, 2021 and 2020, respectively.

General and administrative expenses, excluding stock-based compensation charges of $850,000 and $92,000, were $859,000 and $885,000 for the nine months ended March 31, 2021 and 2020, respectively, representing a $26,000 decrease. Salaries and related payroll tax expenses were $242,000 and $193,000 for the nine months ended March 31, 2021 and 2020, respectively, representing a $49,000 increase due to a consultant being partially paid as an employee during the nine months ended March 31, 2021 and a bonus given to Smith for payroll taxes. Consulting costs were $291,000 and $362,000 for the nine months ended March 31, 2021 and 2020, respectively. The decrease in consulting costs is partially due a consultant being paid as an employee and the absence of political consulting to further the environmental mandates in Pennsylvania during the nine months ended March 31, 2021. Investor relations expenses were $53,000 and $60,000 for the nine months ended March 31, 2021 and 2020, and travel costs were $10,000 and $27,000 for the nine months ended March 31, 2021 and 2020, respectively, with decreases due to the pandemic.

General and administrative stock-based employee compensation for the nine months ended March 31, 2021 and 2020 consists of the following:

 

    Nine months
ended
March 31,
2021 		  Nine months
ended
March 31,
2020
General and administrative:                
  Change in fair value from modification of option terms   $ 9,000     $ —    
  Change in fair value from modification of warrant terms     25,000       —    
  Fair value of stock options expensed under ASC 718     816,000       92,000  
      Total   $ 850,000     $ 92,000  

 

 

 

36 
 
 

 

Stock-based compensation charges were $850,000 and $92,000 for the nine months ended March 31, 2021 and 2020, respectively. The fair value of stock options expensed for the nine months ended March 31, 2021 and 2020 was $816,000 and $92,000, respectively. The Company granted 960,000 and 390,000 fully vested options during the nine months ended March 31, 2021 and 2020, respectively. Compensation expense relating to the change in fair value from the modification of option terms was $9,000 and nil for the nine months ended March 31, 2021 and 2020, respectively, as the Company granted an extension of certain option expiration dates for two consultants during the nine months ended March 31, 2021. During the nine months ended March 31, 2021, the Company extended expiration dates of warrants for certain consultants which resulted in the recognition of $25,000 in non-cash compensation, while no such warrant modifications took place during the nine months ended March 31, 2020.

Depreciation

Total depreciation expense was $620 and $1,041 for the nine months ended March 31, 2021 and 2020, respectively.

Research and Development

Total research and development expenses were $579,000 and $373,000 for the nine months ended March 31, 2021 and 2020, respectively.

Research and development expenses, excluding stock-based compensation expenses of $202,000 and $8,000 were $377,000 and $365,000 for the nine months ended March 31, 2021 and 2020, respectively. Salaries and related payroll tax expenses were $66,000 and $60,000 for the nine months ended March 31, 2021 and 2020, respectively. Consulting costs were $151,000 and $164,000 for the nine months ended March 31, 2021 and 2020, respectively.  The Company also incurred $103,000 and $95,000 for the nine months ended March 31, 2021 and 2020, respectively in the development of new components of the pilot program for its anaerobic digestate process.

 

Research and development stock-based employee compensation for the nine months ended March 31, 2021 and 2020 consists of the following:

 

    Nine Months ended
March 31, 2021 		  Nine Months ended
March 31, 2020
Research and development:                
  Fair value of stock options expensed under ASC 718   $ 202,000     $ 8,000  
      Total   $ 202,000     $ 8,000  

 

Stock-based compensation expenses were $202,000 and $8,000 for the nine months ended March 31, 2021 and 2020, respectively. The Company expensed $202,000 and $8,000 for the fair value of stock options that vested during the nine months ended March 31, 2021 and 2020. The Company granted 960,000 and 390,000 fully vested options during the nine months ended March 31, 2021 and 2020, respectively, a portion of which was allocated to research and development.

Loss from Operations

As a result of the factors described above, the loss from operations was $2,288,000 and $1,350,000 for the nine months ended March 31, 2021 and 2020, respectively.

Other (Income) Expense

Other (income) expense was $511,000 and $363,000 for the nine months ended March 31, 2021 and 2020, respectively. Interest expense was $545,000 and $363,000 for the nine months ended March 31, 2021 and 2020, respectively. Interest expense of $187,000 and $36,000 was recorded during the nine months ended March 31, 2021 and 2020, respectively, due to the modification of warrant expiry dates for warrants held by investors and brokers. Interest expense related to convertible notes was $152,000 and $122,000 for the nine months ended March 31, 2021 and 2020, respectively and the increase is attributable to higher convertible note balances. Offsetting higher interest expenses for the nine months ended March 31, 2021 was $35,000 on forgiveness of debt due to the Company’s PPP loan being forgiven by the Small Business Administration.

Net Loss Attributable to the Noncontrolling Interest

The net loss attributable to the noncontrolling interest was $2,000 for both the nine months ended March 31, 2021 and 2020, respectively.

 

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Net Loss Attributable to Bion’s Common Stockholders

As a result of the factors described above, the net loss attributable to Bion’s stockholders was $2,796,000 and $1,712,000 for the nine months ended March 31, 2021 and 2020, respectively, and the net loss per basic common share was $0.09 and $0.06 for the nine months ended March 31, 2021 and 2020, respectively.

LIQUIDITY AND CAPITAL RESOURCES

 

The Company's consolidated financial statements for the nine months ended March 31, 2021 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Report of our Independent Registered Public Accounting Firm on the Company's consolidated financial statements as of and for the year ended June 30, 2020 includes a "going concern" explanatory paragraph which means that the auditors stated that conditions exist that raise substantial doubt about the Company's ability to continue as a going concern.

 

Operating Activities

 

As of March 31, 2021, the Company had cash of approximately $1,671,000. During the nine months ended March 31, 2021, net cash used in operating activities was $884,000, primarily consisting of cash operating expenses related to salaries and benefits, and other general and administrative costs such as insurance, legal, accounting, consulting and investor relations expenses. As previously noted, the Company is currently not generating significant revenue and accordingly has not generated cash flows from operations. The Company does not anticipate generating sufficient revenues to offset operating and capital costs for a minimum of two to five years. While there are no assurances that the Company will be successful in its efforts to develop and construct its Projects and market its Systems, it is certain that the Company will require substantial funding from external sources. Given the unsettled state of the current credit and capital markets for companies such as Bion, there is no assurance the Company will be able to raise the funds it needs on reasonable terms.

 

Financing Activities

During the nine months ended March 31, 2021, the Company received gross cash proceeds of $1,850,000 from the sale of 3,700,000 units which consists of one share of the Company’s restricted common stock and one warrant to purchase one share of the Company’s restricted common stock for $0.75 per share through December 2021. The Company paid cash commissions related to the sale of units of $160,000. During the nine months ended March 31, 2021, 300,000 shares of the Company’s restricted company stock were sold to an investor for $300,000. The Company also received $3,750 in gross proceeds from the exercise of 5,000 warrants into shares of the Company’s common stock.

As of March 31, 2021, the Company has debt obligations consisting of: a) deferred compensation of $1,012,000, b) convertible notes payable – affiliates of $4,748,000, and c) a loan payable and accrued interest of $9,798,000 (owed solely by PA1).

 

 

38 
 
 

 

Plan of Operations and Outlook

 

As of March 31, 2021, the Company had cash of approximately $1,671,000.

 

The Company continues to explore sources of additional financing to satisfy its current operating requirements as it is not currently generating any significant revenues. During the past seven years (fiscal years 2014 through 2020), the Company experienced greater difficulty in raising equity and debt funding than in the prior years (which was not mitigated by the relative increase in equity funding during the year ended June 30, 2020 and the nine months ended March 31, 2021). As a result, the Company faced, and continues to face, significant cash flow management challenges due to material working capital constraints. These difficulties, challenges and constraints have continued during fiscal years 2019 and 2020. The Company anticipates that they may continue for the next twelve (12) months or longer. To partially mitigate these working capital constraints, the Company's core senior management and some key employees and consultants have been deferring all or part of their cash compensation and/or are accepting compensation in the form of securities of the Company (Notes 4 and 6 to Financial Statements) and members of the Company's senior management have from time to time made loans to the Company. During the year ended June 30, 2018 senior management and certain core employees and consultants agreed to a one-time extinguishment of liabilities owed by the Company which in aggregate totaled $2,404,000. As of March 31, 2021, such deferrals totaled approximately $5,760,000 (including accrued interest and deferred compensation converted into promissory notes but excluding conversions of deferred compensation into the Company's common stock by officers, employees and consultants that have already been completed). The extended constraints on available resources have had, and continue to have, negative effects on the pace and scope of the Company's effort to develop its business. The Company made reductions in its personnel during the years ended June 30, 2014 and 2015 and again in 2018. The Company has had to delay payments of trade obligations and economize in many ways that have potentially negative consequences. If the Company does not have greater success in its efforts to raise needed funds during the current year (and subsequent periods), we will need to consider deeper cuts (including additional personnel cuts) and curtailments of operations (including possibly Kreider 1 operations). The Company will need to obtain additional capital to fund its operations and technology development, to satisfy existing creditors, to develop Projects (including Integrated Projects) and CAFO Retrofit waste remediation systems (including the Kreider 2 facility) and to continue to operate the Kreider 1 facility (subject to agreements being reached with Pennvest as discussed above). The Company anticipates that it will seek to raise from $2,500,000 to $50,000,000 or more (debt and equity) during the next twelve months. However, as discussed above, there is no guarantee that we will be able to raise sufficient funds or further capital for the operations planned in the near future.

 

The Company is not currently generating any significant revenues. Further, the Company’s anticipated revenues, if any, from existing projects and proposed projects will not be sufficient to meet the Company’s anticipated operational and capital expenditure needs for many years. During the nine months ended March 31, 2021 the Company raised gross proceeds of approximately $2,150,000 through the sale of its securities and paid commissions of approximately $160,000, and anticipates raising additional funds from such sales and transactions. However, there is no guarantee that we will be able to raise sufficient funds or further capital for the operations planned in the near future.

 

Because the Company is not currently generating significant revenues, the Company will need to obtain additional capital to fund its operations and technology development, to satisfy existing creditors, to develop Projects and to sustain operations at the KF 1 facility.

 

 

39 
 
 

 

The first commercial activity in the Retrofit segment is represented by our agreement with Kreider Farms ("KF"), pursuant to which the Kreider 1 system to treat KF's dairy waste streams to reduce nutrient releases to the environment while generating marketable nutrient credits and renewable energy was designed, constructed and entered full-scale operation during 2011. On January 26, 2009 the Board of the Pennsylvania Infrastructure Investment Authority ("Pennvest") approved a $7.75 million loan to Bion PA 1, LLC ("PA1"), a wholly-owned subsidiary of the Company, for the initial Kreider Farms project ("Kreider 1 System"). After substantial unanticipated delays, on August 12, 2010 PA1 received a permit for construction of the Kreider 1 system. Construction activities commenced during November 2010. The closing/settlement of the Pennvest Loan took place on November 3, 2010. PA1 finished the construction of the Kreider 1 System and entered a period of system 'operational shakedown' during May 2011. The Kreider 1 System reached full, stabilized operation by the end of the 2012 fiscal year. During 2011 the PADEP re-certified the nutrient credits for this project. The PADEP issued final permits for the Kreider 1 System (including the credit verification plan) on August 1, 2012 on which date the Company deemed that the Kreider System was 'placed in service'. As a result, PA1 commenced generating nutrient reduction credits for potential sale while continuing to utilize the Kreider 1 system to test improvements and add-ons. However, to date liquidity in the Pennsylvania nutrient credit market has been slow to develop significant breadth and depth, which limited liquidity/depth has negatively impacted Bion's business plans and has resulted in challenges to monetizing the nutrient reductions created by PA1's existing Kreider 1 project and Bion's other proposed projects. These difficulties have prevented PA1 from generating any material revenues from the Kreider 1 project to date and raise significant questions as to when, if ever, PA1 will be able to generate such revenues from the Kreider 1 system. PA1 has had sporadic discussions/negotiations with Pennvest related to forbearance and/or re-structuring its obligations pursuant to the Pennvest Loan for more than six years. In the context of such discussions/negotiations, PA1 elected not to make interest payments to Pennvest on the Pennvest Loan since January 2013. Additionally, the Company has not made any principal payments, which were to begin in fiscal 2013, and, therefore, the Company has classified the Pennvest Loan as a current liability as of March 31, 2021. Due to the failure of the PA nutrient reduction credit market to develop, the Company determined that the carrying amount of the property and equipment related to the Kreider 1 project exceeded its estimated future undiscounted cash flows based on certain assumptions regarding timing, level and probability of revenues from sales of nutrient reduction credits and, therefore, PA1 and the Company recorded impairments related to the value of the Kreider 1 assets of $1,750,000 and $2,000,000 at June 30, 2015 and June 30, 2014, respectively. During the 2016 fiscal year, PA1 and the Company recorded an impairment of $1,684,562 to the value of the Kreider 1 assets which reduced the value on the Company's books to zero. This impairment reflects management's judgment that the salvage value of the Kreider 1 assets roughly equals PA1's contractual obligations related to the Kreider 1 system, including expenses related to decommissioning of the Kreider 1 system, costs associated with needed capital upgrade expenses, and re-certification/ permitting amendments.

 

 

On September 25, 2014, Pennvest exercised its right to declare the Pennvest Loan in default and accelerated the Pennvest Loan and demanded that PA1 pay $8,137,117 (principal, interest plus late charges) on or before October 24, 2014. PA1 did not make the payment and does not have the resources to make the payments demanded by Pennvest. PA1 commenced discussions and negotiations with Pennvest concerning this matter but Pennvest rejected PA1’s proposal made during the fall of 2014. No formal proposals are presently under consideration and only sporadic communication has taken place regarding the matters involved over the last 7 years. PA1 provides Pennvest with its financial statements (which include a description of system status) annually. During the current fiscal year, Pennvest’s auditors requested a ‘corrective action plan’ and PA1 informed Pennvest that “… there is no viable corrective action plan for the Pennvest Loan (‘Loan’). The facility funded by the Loan has been shut down for many years (which has been disclosed in the annual financial reports to Pennvest and in public filings by the parent of Bion PA 1, LLC) and the technology utilized in the facility is now obsolete. The facility has not been commercially operated for approximately six years and has generated zero income. We recommend that Pennvest take appropriate steps to remove and sell the equipment.” Pennvest recently responded favorably to the approach of selling the equipment but no actions have yet taken place. The Company expects to have additional communication with Pennvest on this matter during the current quarter. It is not possible at this date to predict the final outcome of this matter, but the Company believes it is likely that that the equipment will be sold with the proceeds delivered to Pennvest during our next fiscal year. However, the manner and means of such equipment sale has not been agreed upon as of this date. It remains possible that a loan modification agreement (coupled with an agreement regarding a technology update and re-start of full operations at the Kreider 1 dairy) may be reached in the future in the context of the development of the Kreider 2 poultry Project if/when a more robust market for nutrient reductions develops in Pennsylvania, of which there is no assurance. PA1 will evaluate the appropriate manner to resolve/wrap-up its business over the balance of this calendar year.

 

During August 2012, the Company provided Pennvest (and the PADEP) with data demonstrating that the Kreider 1 system met the 'technology guaranty' standards which were incorporated in the Pennvest financing documents and, as a result, the Pennvest Loan is now solely an obligation of PA1.

 

The Company is currently maintaining the Kreider 1 System equipment in a limited manner pending its sale by Pennvest and/or its potential inclusion within the Kreider 2 Project discussed above.

 

 

40 
 
 

 

As indicated above, the Company anticipates that it will seek to raise from $2,500,000 to $50,000,000 or more (from debt, equity, joint venture, strategic partnering, etc.) during the next twelve months, some of which may be in the context of joint ventures for the development of one or more large scale projects. We reiterate that there is no assurance, especially in the extremely unsettled capital markets that presently exist for companies such as Bion, that the Company will be able to obtain the funds that it needs to stay in business, finance its Projects and other activities, continue its technology development and/or to successfully develop its business.

 

There is extremely limited likelihood that funds required during the next twelve months or in the periods immediately thereafter will be generated from operations and there is no assurance that those funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations and/or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Further, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significantly dilutive effect on the Company's existing shareholders. All of these factors have been exacerbated by the extremely limited and unsettled credit and capital markets presently existing for companies such as Bion.

Currently, Bion is focused on using applications of its patented and proprietary waste management technologies and technology platform to pursue three main business opportunities: 1) installation of Bion systems ( some of which may generate verified nutrient reduction credits and revenues from the production of renewable energy and byproducts) to retrofit and environmentally remediate existing CAFOs ("Retrofits") 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; 2) development of new state-of-the-art large scale waste treatment facilities in joint ventures with large CAFO’s in strategic locations ("Projects") ( some of these may be Integrated Projects as described below) with multiple revenue streams, and 3) licensing and/or joint venturing of Bion's technology and applications (primarily) outside North America commencing during the 2020 calendar year. The opportunities described at 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 pursuing the international opportunities primarily through the use of consultants with existing relationships in target countries. The most intense focus is currently on the requirements for the clean-up of the Chesapeake Bay faced by the Commonwealth of Pennsylvania and the potential use of Bion’s technology and technology platform on CAFOs to remediate ammonia release (and re-deposition to the ground and water) and as an alternative to what the Company believes is far more expensive nutrient removal downstream in storm water and other projects.

 

41 
 
 

 

Additionally, the Kreider agreements provide for Bion to develop a waste treatment/renewable energy production facility to treat the waste from Kreider's approximately 6+ million chickens (planned to expand to approximately 9-10 million) (and potentially other poultry operations and/or other waste streams) ('Kreider Renewable Energy Facility' or ' Kreider 2 Project'). On May 5, 2016, the Company executed a stand-alone joint venture agreement with Kreider Farms covering all matters related to development and operation of a system to treat the waste streams from Kreider's poultry facilities in Bion PA2 LLC ("PA2"). The Company continues its development work related to the details of the Kreider 2 Project. During May 2011 the PADEP certified Kreider 2 Project for 559,457 nutrient credits under the old EPA's Chesapeake Bay model. The Company anticipates that the Kreider 2 Project will be re-certified for between 1.5-2 million (or more) nutrient reduction credits (for treatment of the waste stream from Kreider's poultry) pursuant to the Company's pending reapplication (or subsequent amended application) during 2018 pursuant to the amended EPA Chesapeake Bay model and agreements between the EPA and PA. Note that this Project may be expanded in the future to treat wastes from other local and regional CAFOs (poultry and/or dairy – including the Kreider Dairy) and/or Kreider poultry expansion (some of which may not qualify for nutrient reduction credits). The review process to clarify certain issues related to credit calculation and verification commenced during 2014 based on Bion’s 2G Tech but has been largely placed on hold while certain matters are resolved between the EPA and PA and pending development of a robust market for nutrient reductions in PA. The Company anticipates it will submit an amended application based on our 3G Technology once these matters are clear. Site specific design and engineering work for this facility, which will probably be the first full-scale project to utilize Bion's 3G Tech, have not commenced, and the Company does not yet have financing in place for the Kreider 2 Project. This opportunity is being pursued through PA2. If there are positive developments related to the market for nutrient reductions in PA, of which there is no assurance, the Company intends to pursue development, design and construction of the Kreider 2 Project with a goal of achieving operational status of its initial modules during the 2020 calendar year, and hopes to enter into agreements related to sales of the nutrient reduction credits for future delivery (under long term contracts) during the 2020 fiscal year subject to verification by the PADEP based on operating data from the Kreider 2 Project. The economics (potential revenues and profitability) of the Kreider 2 Project, despite its use of Bion's 3G Tech for increased recovery of marketable by-products, are based in material part the long-term sale of nutrient (nitrogen and/or phosphorus) reduction credits to meet the requirements of the Chesapeake Bay environmental clean-up. However, liquidity in the PA nutrient credit market has been slow to develop significant breadth and depth, which lack of liquidity has negatively impacted Bion's business plans and has resulted in challenges to monetizing the nutrient reduction credits generated by PA1's existing Kreider 1 project and will most likely delay PA2's Kreider 2 Project and other proposed projects in PA.

 

Note that while Bion believes that the Kreider 1 System (if re-started as part of the Kreider 2 Project), the Kreider 2 Project and/or subsequent Bion Projects will eventually generate revenue from the sale of: a) nutrient reductions (credits or in other form), b) renewable energy (and related credits), c) sales of fertilizer products, and/or d) potentially, in time, credits for the reduction of greenhouse gas emissions, plus e) license fees related to a ‘sustainable brand’. We believe that the potential market is very large, but it is not possible to predict the exact timing and/or magnitude of these potential markets at this time.

 

The Company anticipates that the Kreider 2 poultry waste treatment facility in PA will be its initial Project. Bion anticipates that it will select a site for the Kreider 2 Project and/or its initial Integrated Project (and possibly additional Projects) during the current fiscal year if SB575 becomes law in PA. Bion hopes to commence development of its initial Project by optioning land and beginning the site specific design and permitting process during the current year, but delays are possible. It is not possible at this time to firmly predict where the initial Project will be developed or the order in which Projects will be developed. All potential Projects are in very early pre-development stages and may never progress to actual development or may be developed after other Projects not yet under active consideration.

 

Bion also hopes to be able to move forward on additional Projects through 2021-24 to create a pipeline of Projects. Management has a 5-year development target (through calendar year 2026) of approximately 10 or more Projects. Management hopes to have identified and begun development work related to 3-5 Projects over the next 2 years. At the end of the 5-year period, Bion projects that 3-8 of these Projects will be in full operation in 3-6 states (and possibly one or more foreign countries), and the balance would be in various stages ranging from partial operation to early development stage. It is possible that one or more Projects will be developed in joint ventures specifically targeted to meet the growing animal protein demand outside of the United States (including without limitation Asia, Europe and/or the Middle East). No Projects (including Integrated Projects) has been developed to date.

 

 

42 
 
 

 

 

Covid-19 pandemic related matters:

 

The Company faces risks and uncertainties and factors beyond our control that are magnified during the current Covid-19 pandemic and the unique economic, financial, governmental and health-related conditions in which the Company, the country and the entire world now reside. To date the Company has experienced direct impacts in various areas including but without limitation: i) government ordered shutdowns which have slowed the Company’s research and development projects and other initiatives, ii) shifted focus of state and federal governments which is likely to negatively impact the Company’s legislative initiatives in Pennsylvania and Washington D. C., iii) strains and uncertainties in both the equity and debt markets which have made discussion and planning of funding of the Company and its initiatives and projects with investment bankers, banks and potential strategic partners more tenuous, iv) strains and uncertainties in the agricultural sector and markets have made discussion and planning more difficult as future industry conditions are now more difficult to assess and predict, v v) constraints due to problems experienced in the global industrial supply chain which have delayed certain research and development testing and may delay construction of the initial 3G Tech installation if equipment remains difficult to acquire in a timely manner, vi) due to the age and health of our core management team, all of whom are age 70 or older and have had one or more existing health issues, the Covid-19 pandemic places the Company at greater risk than was previously the case (to a higher degree than would be the case if the Company had a larger, deeper and/or younger core management team), and vii) there almost certainly will be other unanticipated consequences for the Company as a result of the current pandemic emergency and its aftermath.

 

CONTRACTUAL OBLIGATIONS

 

We have the following material contractual obligations (in addition to employment and consulting agreements with management and employees):

 

During 2008 the Company commenced actively pursuing the opportunity presented by environmental retrofit and remediation of the waste streams of existing CAFOs which effort has met with very limited success to date. The first commercial activity in this area is represented by our agreement with Kreider Farms ("KF"), pursuant to which the Kreider 1 system to treat KF's dairy waste streams to reduce nutrient releases to the environment while generating marketable nutrient credits and renewable energy was designed, constructed and entered full-scale operation during 2011. On January 26, 2009 the Board of the Pennsylvania Infrastructure Investment Authority ("Pennvest") approved a $7.75 million loan to Bion PA 1, LLC ("PA1"), a wholly-owned subsidiary of the Company, for the initial Kreider Farms project ("Kreider 1 System"). After substantial unanticipated delays, on August 12, 2010 PA1 received a permit for construction of the Kreider 1 system. Construction activities commenced during November 2010. The closing/settlement of the Pennvest Loan took place on November 3, 2010. PA1 finished the construction of the Kreider 1 System and entered a period of system 'operational shakedown' during May 2011. The Kreider 1System reached full, stabilized operation by the end of the 2012 fiscal year. During 2011 the PADEP re-certified the nutrient credits for this project. The PADEP issued final permits for the Kreider 1 System (including the credit verification plan) on August 1, 2012 on which date the Company deemed that the Kreider System was 'placed in service'. As a result, PA1 commenced generating nutrient reduction credits for potential sale while continuing to utilize the Kreider 1 system to test improvements and add-ons. However, to date liquidity in the Pennsylvania nutrient credit market has been slow to develop significant breadth and depth, which limited liquidity/depth has negatively impacted Bion's business plans and has resulted in challenges to monetizing the nutrient reductions created by PA1's existing Kreider 1 project and Bion's other proposed projects. These difficulties have prevented PA1 from generating any material revenues from the Kreider 1 project to date and raise significant questions as to when, if ever, PA1 will be able to generate such revenues from the Kreider 1 system. PA1 has had sporadic discussions/negotiations with Pennvest related to forbearance and/or re-structuring its obligations pursuant to the Pennvest Loan for more than 7 years. In the context of such discussions/negotiations, PA1 elected not to make interest payments to Pennvest on the Pennvest Loan since January 2013. Additionally, the Company has not made any principal payments, which were to begin in fiscal 2013, and, therefore, the Company has classified the Pennvest Loan as a current liability as of March 31, 2021. Due to the failure of the PA nutrient reduction credit market to develop, the Company determined that the carrying amount of the property and equipment related to the Kreider 1 project exceeded its estimated future undiscounted cash flows based on certain assumptions regarding timing, level and probability of revenues from sales of nutrient reduction credits and, therefore, PA1 and the Company recorded impairments related to the value of the Kreider 1 assets of $1,750,000 and $2,000,000 at June 30, 2015 and June 30, 2014, respectively. During the 2016 fiscal year, PA1 and the Company recorded an impairment of $1,684,562 to the value of the Kreider 1 assets which reduced the value on the Company's books to zero. This impairment reflects management's judgment that the salvage value of the Kreider 1 assets roughly equals PA1's contractual obligations related to the Kreider 1 system, including expenses related to decommissioning of the Kreider 1 system, costs associated with needed capital upgrade expenses, and re-certification/ permitting amendments.

 

 

43 
 
 

 

On September 25, 2014, Pennvest exercised its right to declare the Pennvest Loan in default and accelerated the Pennvest Loan and demanded that PA1 pay $8,137,117 (principal, interest plus late charges) on or before October 24, 2014. PA1 did not make the payment and does not have the resources to make the payments demanded by Pennvest. PA1 commenced discussions and negotiations with Pennvest concerning this matter but Pennvest rejected PA1’s proposal made during the fall of 2014. No formal proposals are presently under consideration and only sporadic communication has taken place regarding the matters involved over the last 7 years. PA1 provides Pennvest with its financial statements (which include a description of system status) annually. During the current fiscal year, Pennvest’s auditors requested a ‘corrective action plan’ and PA1 informed Pennvest that “… there is no viable corrective action plan for the Pennvest Loan (‘Loan’). The facility funded by the Loan has been shut down for many years (which has been disclosed in the annual financial reports to Pennvest and in public filings by the parent of Bion PA 1, LLC) and the technology utilized in the facility is now obsolete. The facility has not been commercially operated for approximately six years and has generated zero income. We recommend that Pennvest take appropriate steps to remove and sell the equipment.” Pennvest recently responded favorably to the approach of selling the equipment but no actions have yet taken place. The Company expects to have additional communication with Pennvest on this matter during the current quarter. It is not possible at this date to predict the final outcome of this matter, but the Company believes it is likely that that the equipment will be sold with the proceeds delivered to Pennvest during our next fiscal year. However, the manner and means of such equipment sale has not been agreed upon as of this date. It remains possible that a loan modification agreement (coupled with an agreement regarding a technology update and re-start of full operations at the Kreider 1 dairy) may be reached in the future in the context of the development of the Kreider 2 poultry Project if/when a more robust market for nutrient reductions develops in Pennsylvania, of which there is no assurance. PA1 will evaluate the appropriate manner to resolve/wrap-up its business over the balance of this calendar year.

 

During August 2012, the Company provided Pennvest (and the PADEP) with data demonstrating that the Kreider 1 system met the 'technology guaranty' standards which were incorporated in the Pennvest financing documents and, as a result, the Pennvest Loan is now solely an obligation of PA1.

 

The Company is currently maintaining the Kreider 1 System equipment in a limited manner pending sale by Pennvest and/or its potential inclusion within the Kreider 2 Project discussed above.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the required time periods. Our Chief Executive Officer and Principal Financial Officer has evaluated the effectiveness of the design and operations of our disclosure controls and procedures as of the end of the period covered by this quarterly report, and has concluded that, as of that date, our disclosure controls and procedures were not effective at ensuring that required information will be disclosed on a timely basis in our reports filed under the Exchange Act, as a result of the material weakness in internal control over financial reporting discussed in Item 9(A) of our Form 10-K for the year ended June 30, 2020.

(b) Changes in Internal Control over Financial Reporting.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

44 
 
 

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

 

On September 25, 2014, Pennvest exercised its right to declare the Pennvest Loan in default and accelerated the Pennvest Loan and demanded that PA1 pay $8,137,117 (principal, interest plus late charges) on or before October 24, 2014. PA1 did not make the payment and does not have the resources to make the payments demanded by Pennvest. PA1 commenced discussions and negotiations with Pennvest concerning this matter but Pennvest rejected PA1’s proposal made during the fall of 2014. No formal proposals are presently under consideration and only sporadic communication has taken place regarding the matters involved over the last 7 years. PA1 provides Pennvest with its financial statements (which include a description of system status) annually. During the current fiscal year, Pennvest’s auditors requested a ‘corrective action plan’ and PA1 informed Pennvest that “… there is no viable corrective action plan for the Pennvest Loan (‘Loan’). The facility funded by the Loan has been shut down for many years (which has been disclosed in the annual financial reports to Pennvest and in public filings by the parent of Bion PA 1, LLC) and the technology utilized in the facility is now obsolete. The facility has not been commercially operated for approximately six years and has generated zero income. We recommend that Pennvest take appropriate steps to remove and sell the equipment.” Pennvest recently responded favorably to the approach of selling the equipment but no actions have yet taken place. The Company expects to have additional communication with Pennvest on this matter during the current quarter. It is not possible at this date to predict the final outcome of this matter, but the Company believes it is likely that that the equipment will be sold with the proceeds delivered to Pennvest during our next fiscal year. However, the manner and means of such equipment sale has not been agreed upon as of this date. It remains possible that a loan modification agreement (coupled with an agreement regarding a technology update and re-start of full operations at the Kreider 1 dairy) may be reached in the future in the context of the development of the Kreider 2 poultry Project if/when a more robust market for nutrient reductions develops in Pennsylvania, of which there is no assurance. PA1 will evaluate the appropriate manner to resolve/wrap-up its business over the balance of this calendar year.

The Company currently is not involved in any other material litigation.

Item 1A.  Risk Factors.

Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter ended March  31, 2021, the Company sold the following restricted securities: a) 2,980,000 units at $0.50 per unit consisting of one share of the Company’s restricted common stock and one warrant to purchase one share of the Company’s restricted common stock at $0.75 until December 31, 2021 and received gross proceeds of $1,490,000 and net proceeds of $1,360,700, b) 300,000 shares at $1.00 per share and received gross proceeds of $300,000 and c) 230,716 shares issued pursuant to our 2006 Consolidated Incentive Plan (“Plan”) upon the conversion of debt and d) 5,000 warrants were exercised at $0.75 per warrant and the Company received gross proceeds of  $3,750. In addition, the Company issued 260,000 Commission Warrants at $0.75 until 12/31/2022.  In all of these transactions the Company relied on the exemptions in Section 4(2) of the Securities Act of 1933, as amended, and/or under Rule 506 of Regulation D under the Securities Act of 1933, as amended. See Notes to Financial Statements (included herein) for additional details.

The proceeds were utilized for general corporate purposes.

Item 3.  Defaults Upon Senior Securities.

Not applicable.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

Not applicable.

Item 6.  Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit  

Description

 

10.1  

Bion’s Beef Opportunity (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K filed on March 17, 2021) 

     
10.2   Lamb Letter of Intent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on May 3, 2021)
     
31.1   Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically
     
31.2   Certification of Executive Chairman, President and CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically
     
32.1   Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically
     
32.2   Certification of Executive Chairman, President and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically
     
101   XBRL Exhibits

 

45 
 
 

SIGNATURES

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

    BION ENVIRONMENTAL TECHNOLOGIES, INC.
     
     
Date: May12, 2021 By: /s/ Mark A. Smith
    Mark A. Smith, President and Chief Financial Officer (Principal Financial and Accounting Officer)
     
     
     
Date:  May 12, 2021 By: /s/ Dominic Bassani
    Dominic Bassani, Chief Executive Officer
     
     

 

 

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