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Investment OpportunityIn Municipal Solid Waste
&Environmental Technologies
Contact Mario CapriniCEO
[email protected] 954 806 2546
www.GoViridia.com 1
Strictly ConfidentialAddendum to Term Sheet
Viridia Investor Presentation
Overview 3Mission
4Opportunity
5Solution
8Competitive Advantage 14Competition
15Milestones 17Marketing & Sales Plan 18Brazil Marketing & Development Plan 19
The Organization 20Financial Projections and Opportunity 21Valuation 24Conclusion
25Confidential 2
Overview
Confidential 3
Viridia International LLC (Viridia) was founded in 2012 to develop, promote, and sell green technologies.
Viridia has completed an extensive due diligence period and has created strategic alliances with best in class firms.
The first prototypical waste to energy plant is in the predesign phase in Minas Gerais, Brazil – the #2 waste generation market in the Americas.
Viridia is actively engaged in negotiating the development of projects in the Americas.
*Source: World Bank reportin LBS / Year
Waste Generation*
Viridia’s Core Business: License and develop MSW waste to energy plants in the Americas. License and sell or lease organic waste technologies and packages to MSW/Co-generation
leaders in the US. License, design, and build (MSW) processing facilities in the USA. Identify emerging green technologies and develop strategic alliances to further their
development.
Confidential
4
“Provide turnkey solutions to global waste problems with state of the art “Green” technologies that provide competitive advantages and address both present and future waste management challenges.”
Mario Caprini
Confidential5
Opportunity: The United Nations 2010 Waste Management report documents the future demand for new waste solutions
Source: United Nations; http://www.un.org/esa/dsd/resources/res_pdfs/publications/trends
Urban areas in the US, Caribbean and Latin America generate a large amount of solid waste per day and projections are that the regions’ municipal solid waste will increase from 131 million tons in 2005 to roughly 179 million tons in 2030. Given the rapid rate of urbanization and economic growth, the projected amount of solid waste generation appears conservative.
An integrated waste management approach is a crucial part of national sustainable development strategies with priority given to waste prevention and minimization. The remaining solid and hazardous wastes need to be managed with the 3R concept in mind - Reduce, Reuse, and Recycle.
Opportunity: US Solid Waste Industry
50% of landfill waste is organic.
$60 Billion a year industry.
135.1MM tons or 55% of all trash is landfilled in US.
Confidential 6
Confidential 7
Opportunity: Organic Processing“The Next Frontier”
Bloomberg proposal to ban food from landfills in New York City becomes law
In July 2013, Former Mayor of NYC, Michael Bloomberg, announced pilot programs, calling organic collection the city’s ”final recycling frontier.”, states the article published in Waste & Recycling News, July 22, 2013.
Subsequently, on December 20,2013 the New York City Council passed ground breaking legislation requiring commercial food scraps from the largest food service establishments to be recycled. The new “Commercial Organic Waste” policy continues the momentum of similar state-wide policies requiring food waste
recycling passed in Vermont and Connecticut and initiatives in cities like San Francisco, Austin, Portland and Seattle. Signed into law, Mayor Michael Bloomberg noted that “[this] initiative is a significant step towards our NYC goal of diverting more waste from landfills” – intended to reduce the City’s greenhouse gas emissions from waste disposal, and produce resources such as biogas and soil amendment products from what used to be regarded as wastes.
“With the passage of this initiative, NYC is taking a bold and decisive step toward establishing a sustainable environment for its citizens. This move will benefit generations to come,” said Lori Scozzafava, Executive Director of the US Composting Council (USCC).
Source: This entry was posted on Friday, December 20th, 2013 at 7:24 pm and is filed under BioCycle Breaking News.
Solution: Viridia International
Confidential 8
Offering technologiesfor the treatment of
Municipal Solid Waste and Organic Waste
EPA Solid Waste Treatment Hierarchy
Viridia Specialization
Confidential 9
Solution: A Proven Technology – Viridia Proprietary Process Powered by RRT Technologies
Viridia adapts traditional MRF processes by adding a process that will treat the waste and recycle up to 95% of the waste stream, including the organic fraction, into marketable commodities. The Viridia Process dries and pasteurizes the waste and makes it easier to separate. Each Viridia Plant powered by RRT Technologies is customized to the client’s specific waste profile.
Solution: The Viridia Process Powered by RRT Technologies
Confidential 10
Pathogen freeResidue
(eliminates methane)5%
Recyclables 25%
Fertilizer35%
Refuse Derived Fuel(RDF) 35%
Landfill
RDF Users
Feedstock
Confidential 11
Solution: Viridia’s Strategic Alliance with RRT www.rrtenviro.com
Viridia has selected, RRT Design & Construction (RRT), located in Melville, New York, as its design engineer and technical advisor. RRT will serve as the consulting engineer and commission the Brazil waste to energy plant. RRT will provide the following services on a project by project basis:
Detailed technical review of each project including an assessment of the waste stream, processing approach, and projected output.
For non US projects RRT will serve as the Consulting Engineer.
For US projects RRT will serve as Viridia’s “EPC Contractor”.
As the EPC Contractor RRT will:
Complete a Preliminary Engineering and Project Plan & Provide Project Development Support Services.
Provide Design, Construction, Start – up and Acceptance Testing.
Provide Material Marketing and Operations Consulting Services.
Provide RRT Proprietary Technologies.
Solution: Viridia International ProcessOffering Proven Effective & Efficient Technology
Recycled materials are clean and free from offensive odors once processed.
Plants are emission free.
Technology enhances or replaces curbside recycling programs.
Entire process takes less than 2.5 hours.
Confidential 12
Recycles up to 95% of MSW.
Process recycles organic components without pollution.
All waste (product & output) is clean and pasteurized (pathogen free).
Solution: Target MarketsUS & International - Starting with Brazil
Municipal Solid Waste (MSW) Stakeholders
Landfill Owners/OperatorsTransfer Station OperatorsSpecialty Operators - Municipal Recovery Facilities (MRF's)Waste to Energy projects
Organic WasteCo-generation organic fraction processingFood Waste (source separated)Anaerobic Digestive Waste
Commodity SalesFertilizer / Soil AmendmentRefuse Derived Fuel (RDF)Recyclables (Plastics, ferrous & non ferrous)
Confidential 13
Confidential 14
Viridia’s Competitive Advantage
Viridia has a proven process that recycles up to 95% of MSW and treats the organic fraction currently being landfilled.
Viridia waste to energy plants can be scaled to meet local demand at a cost that is typically 80% more economical than the traditional mass burn facility.
Viridia’s plants present an environmental, economical, commercially viable solution.
Current alternative technologies are proving to be increasingly costly and environmentally unfriendly.
Viridia Technology is complementary to industry leaders’ facilities and processes.
The Competition: Industry Overview
Confidential 15
In the last several years, numerous new and emerging technologies were developed and entered the solid waste processing marketplace. Several represent the latest generation of technologies that were previously unsuccessful. Some of these technologies have developed strong track records in processing certain specific waste material types (e.g. vegetative waste, waste tires, hazardous waste). Others have made strides in demonstrating a proof of concept in processing municipal solid waste (MSW) on either a pilot or limited capacity basis.
Waste-to-energy, whether mass burn or refuse derived fuel waste-to-energy, is the only technology in the US that has consistently demonstrated the ability to process all waste as delivered, recover a marketable product and significantly reduce the amount of waste disposed in a landfill.
The Competition: Industry Overview (continued)
Confidential 16
The Table below provides a brief synopsis of waste processing technologies.
Table Solid Waste Processing Technologies
Technology System
Combustion • Mass Burn/Advanced Thermal Recycling
• Combustion of Refuse- Derived Fuel (RDF)‐
Thermal Conversion • Pyrolysis
• Pyrolysis/Gasification
• Gasification
• Plasma Arc/Gasification
• Thermal depolymerization
Conversion • Anaerobic Digestion
• Acid Hydrolysis
• Chemical
Details available upon request. Source: Technology Review
Milestones2012 – 2013
Completed Technical Review.
Executed License Agreement for European Waste Processing Technology.
Completed “Capital Raise” to fund start up.
Executed R & D agreement with a University (FIU).
Completed an international evaluation of waste treatment technologies.
Completed technology due diligence including an international evaluation of lime based technologies.
Soil amendment Label testing & evaluation.
Initiated research of processing biosolids (sludge) and marketing it as a fertilizer/ soil amendment.
Finalized Viridia plant design and entered into a strategic relationship with RRT for design of MSW recycling plant(s) powered by RRT technology.
2014
Determined European design was sub-optimal to operate at targeted capacity and produce marketable commodities.
Redirected design/development effort to adapt a waste to energy plant in Minas Gerais, Brazil with a major Brazilian University funded by a major Brazilian landfill operator.
Identified a strategic partner with an existing feedstock and site permits for development of a 30 ton per hour MSW recycling plant.
Identified opportunities to partner in the testing of an organic food waste and/or anaerobic digestion plant.
2014
Confidential 17
Marketing & Sales Plan
2015 – 2016
Complete engineering of “Prototypical” facilities.
Execute License and Design/Build agreement for Brazil Waste to Energy Plant – Currently in Predesign.
Expand marketing initiative in US and Americas.
Sell Design/Build of Organic Fraction process for installation in 3 co-generation plants.
Complete the Development Agreement and initiate design for a 30 ton/hour MSW plant in the US – Currently in negotiation.
Develop commodities market for RDF, fertilizer / soil amendment and recyclable
products.
Complete the R&D and process design for organic food and anaerobic digestive
waste processing.
Complete 3 License/Development Agreements for waste to energy projects in the
Americas (non US).
Confidential 18
Confidential 19
Brazil Marketing & Development Plan
Viridia has entered into a joint development agreement with a leading Brazilian landfill operator to develop a waste to energy plant using the Viridia process powered by RRT technology. The development phases are as follows:
Phase 1 – Technology Due Diligence Completed July, 2014
Phase 2 - Establish Brazil MSW BTU value with University of Ouro Preto January, 2015
Phase 3 – Execute Licensing and Design/Development Agreement March, 2015
Phase 4 – Start Design/Build of 30 ton/hour Waste to Energy Plant July, 2015
Phase 5 – Complete Commissioning of Minas Gerais, Brazil Plant June, 2016
Phase 6 – Establish Viridia Brazil Commodities Sales Office June, 2016
Phase 7 – Implement Client’s plan to develop 10 additional plants over 3 to 5 years
Confidential 20
The Organization
Mario Caprini, CEO & FounderMario is responsible for development and oversight of Viridia’s strategic relationships, investors and long range development.
Frank Fela, President Viridia International & Development of USAFrank is responsible for the execution of Viridia’s strategic plan and day to day operations.
Josephine M. Hart, Chief Financial OfficerJosie is responsible for overseeing the company compliance, finance and investor relations.
Hélio Costa, President of International Development and Strategic PartnershipsHélio is responsible for international market development and identification of strategic partners
John Costa, Director of Technology, Research & Development and Director of Viridia BrazilJohn is responsible for product development and oversees development of the waste to energy plants in Brazil.
Eddy Sua, Vice President of Sales for the USA and Business Development for Latin AmericaEddy is responsible for marketing in the Central & South America.
Legal Counsel: Ian Pesses Partner at Akerman LLP
Accountants: Manny Pravia and Adam Ziffer at Morrison, Brown, Argiz & Farra, LLC
Financial Projections & Opportunity
Confidential21
Revenue Forecast Net Fee2015
1st Q
2015
2nd Q
2015
3rd Q
2015
4th Q2016 2017 2018 2019 Commments ( Plant = $20 million with 18 mth Design/Build Cycle)
License of Technology (non US)
Brazil - Minas Gerais ($2 mil Fee) 1,000,000$ 250,000$ 250,000$ 500,000$ $ 2mil - 50/50 w/Brazil Partner, $250,000 at signing, $250,000 completion of design, $500,000 commissioning
Brazil Plants: 10 plants/ 5 years (Fees 2016 & 2017 4 plants )
1,200,000$ 600,000$ 600,000$ 600,000$ 600,000$ $1 mil @ plant 30/70 w/Brazil Partner due at start of construction. 2 Plants per year
Prospect #1 1,000,000$ 250,000$ 250,000$ 500,000$ Assume 50/50 with local partner $250,000 at signing, $250,000 completion of design, $500,000 commissioning.
Prospect #2 1,000,000$ 250,000$ 250,000$ 500,000$ Same as Prospect #1
Prospect #3 1,000,000$ 250,000$ 250,000$ 500,000$ Same as Prospect #1 2 New Contracts 2,000,000$ 500,000$ 500,000$ 1,000,000$ Same as Prospect #1
Commodity Sales (Brazil) Annual
Fee on Recovered Products
Estimated market value of
$5 - 8 mil per plant - Viridia fee
2.5%
125,000$ 125,000$ 375,000$ 625,000$ Will be negotiated on per plant basis with non Brazil clients
Plant Development Fees
Brazil - Minas Gerais Eng + CostsEng & Costs have a Net effect of "0" on Revenue & Expense Cash Flow - Rolling Plant Development Reserve: $100,000
Brazil - Plants 2 - 10 Eng + Costs
Prospect #1 (5 % + Eng & Costs) 1,000,000$ 250,000$ 500,000$ 250,000$ $ 1 mil per plant Paid 25 % on signing, balance based on contract milestones
Prospect #2 (5 % + Eng & Costs) 1,000,000$ 250,000$ 500,000$ 250,000$ Same as Prospect #1 Prospect #3 (5 % + Eng & Costs) 1,000,000$ 250,000$ 500,000$ 250,000$ Same as Prospect #1 2 New Contracts 2,000,000$ 500,000$ 1,000,000$ 1,000,000$ Same as Prospect #1
Co-generation Plants (Organic)
3rd Party Sales - License Only
Prospect #1 500,000$ 250,000$ 250,000$ 50% at signing and 50 % at Commissioning Prospect #2 500,000$ 250,000$ 250,000$ 50% at signing and 50 % at Commissioning Prospect #3 500,000$ 250,000$ 250,000$ 50% at signing and 50 % at Commissioning Prospect #4 500,000$ 250,000$ 250,000$ 50% at signing and 50 % at CommissioningUS Viridia Plant (1)
Viridia Corporate Fee 2,300,000$ 2,300,000$ Funded at plant financing closing. Operating Income n/a 2,600,000$ Annual Income per plant is projected at $ 2,600,000 starting in 2018
assuming we own 100% of plantUS Viridia Plant (2)
Viridia Corporate Fee 2,300,000$ 2,300,000$ Funded at plant financing closing. Operating Income n/a 2,600,000$ Annual Income per plant is projected at $ 2,600,000 starting in 2019
assuming we own 100% of plantUS Viridia Plant (3)
Viridia Corporate Fee 2,300,000$ 2,300,000$ Funded at plant financing closing. Operating Income n/a Annual Income per plant is projected at $ 2,600,000 starting in 2020
assuming we own 100% of plantUS Viridia Plant (4)
Viridia Corporate Fee 2,300,000$ 2,300,000$ Funded at plant financing closing. Operating Income n/a Annual Income per plant is projected at $ 2,600,000 starting in 2020
assuming we own 100% of plantTOTAL REVENUE 23,525,000$ -$ 250,000$ -$ 500,000$ 3,100,000$ 6,775,000$ 10,125,000$ 10,675,000$
Confidential Financial Projections
22
SOURCE & USE 2012 - 2017
by Development Phase
2012 -2014 Pre
Revenue R
& D
2015
Design &
Construction
2016
Marketing &
Operations
2017
Multi-Plant
Development
2018
Multi-Plant
Development
2019
Multi-Plant
Development
SOURCES: Actual Projected Projected Projected Projected Projected
Initial Investors $ 400,000 New Investors (Preferred Notes) n/a $ 750,000
Brazil Pre Design & Btu Calculation (funded direct by client) $ 250,000 - Revenue from Operations n/a $ 750,000 $ 3,100,000 $ 6,775,000 $ 10,125,000 $ 10,675,000 TOTAL SOURCES $ 650,000 $ 1,500,000 $ 3,100,000 $ 6,775,000 $ 10,125,000 $ 10,675,000
$ 13,000 $ 30,000 $ 62,000 $ 135,500 $ 202,500 $ 213,500 USES: Actual Projected Projected Projected Projected Projected
Staff, Operations & Consultants $ 200,000 $ 300,000 $ 600,000 $ 1,250,000 $ 1,250,000 $ 1,250,000 Marketing $ 50,000 $ 150,000 $ 250,000 $ 300,000 $ 300,000 $ 300,000 Legal & Accounting $ 125,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000 Research (inc. Tech Reviews) $ 100,000 $ 100,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000 Engineering & Testing $ 75,000 $ 150,000 $ 250,000 $ 500,000 $ 500,000 $ 500,000 Brazil Pre Design & Btu Calculation $ 250,000 $ - $ - $ - $ - $ -
R & D Center (mini plant, testing, licensing) $ - $ 250,000 $ 350,000 $ 500,000 $ 500,000 $ 500,000
Operations & Plant Development Reserve $ - Note 1 $ 500,000 $ 750,000 $ 750,000 $ 750,000 Accrued Payables $ - $ 150,000 $ - $ - $ - $ -
US Plant Development Reserve (land, testing, permitting, etc.) $ 500,000 $ 1,000,000 $ 1,000,000 $ 1,000,000
Total USES $ 800,000 $ 1,250,000 $ 2,850,000 $ 4,700,000 $ 4,700,000 $ 4,700,000
Projected Profit & Loss $ (150,000) $ 250,000 $ 250,000 $ 2,075,000 $ 5,425,000 $ 5,975,000
Prefered Return on Notes - 2% of Revenues or min 8% Total @ 8% $620,000 ($20,000) ($166,000) ($434,000)Return of capital debt ($750,000)
Total Return 82.67% 2.67% 22.13% 57.87%
Investor Return
Total Annualized
return 4 years20.67%
Net Funds Available for Operations $ 230,000 $ 1,909,000 $ 4,241,000 $ 5,975,000 % Net Profit After Notes 7.42% 28.18% 41.89% 55.97%
Note 1 - Funds will be retained to fund Operations & Contracted Plant Engineering and Development costs
Financial Projections & Opportunity
This Offering is for Preferred Convertible Notes with a 6 year term in Viridia International LLC.
Investor ROI is projected as an annual average of over 20%.
Viridia’s valuation is estimated at approximately $9.5MM, based upon industry standard valuation methodology.
The two valuation methodologies used averaged; (1) NPV 5 year valuation; (2) multiple of EBITDA, per industry standards.
The business plan shows the Company being profitable in 2016.
Confidential 23
Financial Projections & Valuation
Confidential 24
Valuation # 1 Valuation # 2
Value based on NPV of 5 Years of Cash Flows Multiple of EBITDA
Year Income Industry EBITDA Multiple 82015 $250,0002016 $250,000 Year Amount2017 $2,075,000 2015 $250,0002018 $5,425,000 2016 $250,0002019 $5,975,000 2017 $2,075,000
$13,975,000 2018 $5,425,0002019 $5,975,000
Net Present Value $7,843,166
InvestmentPercentage of
Ownership Average Annual $2,795,000$0 0.00%
Discount 50%
Value Based on Average EBITDA $22,360,000
Adjusted Valuation $11,180,000
Investment Percentage Ownership
Indicated $0 0.00%
Company Value based on Average of methods used
Viridia International Valuation $9,511,583 Total Membership Units 1,000,000
Discount 25% Membership Unit Value $9.51
Company Value per Unit $7.13
Investment $0 0.00 0.00%
Percentage of Ownership
Indicated
Conclusion
The Viridia Solution powered by RRT Technologies is:
More Economical - than current disposal methods.
Fast & Efficient - processing up to 30 tons of MSW
Proven – Team with over 30 years of recycling plant building experience
Innovative – Proven Technologies, Innovatively assembled, Reformulated and Reengineered using Lime Application
Environmentally friendly - no offensive odors or emissions.
Profitable – Viridia plans on being profitable in 24 months
Opportunistic - A chance to revolutionize the waste disposal industry while creating a potential billion dollar corporation!
Confidential25