IPO Company Profile
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EarthShell Container Corporation
800 Miramonte Drive, Santa Barbara, CA 93109 * (805) 897-2294

The company is engaged in the development, licensing and commercialization of a newly-developed composite material for the manufacture of food-service disposables, such as sandwich containers, cups, plates and bowls.

Primary Underwriting Group
ManagerTierPhone
Salomon Smith BarneyLead Manager (212) 723-7300
CS First BostonCo-manager (212) 325-2000

Offering Information
NASNTL:ERTH Manufacturing: SIC 2656
Type of Shares:Common Shares Filing Date:10/2/96
U.S. Shares:13,200,000 Offer Date:3/23/98
Non-U.S. Shares:0 Filing Range:$17.00 - $21.00
Primary Shares:13,200,000 Offer Price:$21.00
Secondary Shares:0 Gross Spread:$1.31
Offering Amount: $250,800,000 Selling:$0.79
Expenses:$1,620,000 Reallowance:$0.10
Post-IPO Shares:100,045,166
Employees:6

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Gibson, Dunn & Crutcher
Bank's Law Firm: Latham & Watkins
Registrar/Transfer Agent: U. S. Stock Transfer Corporation
Auditor: Deloitte & Touche

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$10.16$6.24$8.10Assets:$2.73
Net Income:-$16.95-$10.99-$12.36Curr Assets:$0.30
EPS:-$0.26-$0.22Liabilities:$42.46
Prior EPS:-$2.87-$5.35Curr Liab:$42.46
Cash Flow/Oper:-$8.04$3.17$6.37Equity:-$39.73
Cash Flow/Fin:$8.97-$0.05-$0.99Cash:$0.27
Cash Flow/Inv:-$1.18Working Cap:-$42.16

Competition
Competition among existing food and beverage container manufacturers in the food service industry is intense. At present, most of these competitors have substantially greater financial and marketing resources at their disposal than does the Company, and many have well-established supply, production and distribution relationships and channels. Companies producing competitive products may reduce their prices or engage in advertising or marketing campaigns designed to protect their respective market shares and impede market acceptance of EARTHSHELL products. Recently, a number of paper and plastic disposable packaging manufacturers and converters and others have made efforts to increase the recycling of these products. Increased recycling of paper and plastic products could lessen their negative environmental impact, one significant basis upon which the Company intends to compete. A number of companies have introduced starch-based materials or are attempting to develop plastics that they claim are biodegradable and other specialty polymers as potential environmentally superior packaging alternatives. It is expected that many existing packaging manufacturers may actively seek competitive alternatives to the Company's products and processes. The development of competitive, environmentally attractive, disposable food service containers, whether or not based on the Company's products and technology, could render the Company's technology obsolete and could have an adverse effect on the business, financial condition and results of operations of the Company.

Business Plan
The Company's objective is to establish EARTHSHELL products as the preferred disposable packaging for the food service industry throughout the world. A component of the Company's strategy is to utilize outside experts to assist in the commercialization of EARTHSHELL products. The key elements of the Company's strategy for attaining this objective are: (I) Create Consumer Demand For Earthshell Products, (ii) License Existing Manufacturers of Food Service Disposables, (iii) Develop Production Capacity, (iv) Develop International Markets and (v) Protect Earthshell Technology.

Use of Proceeds
The proceeds from the proposed offering will be used for the purchase of manufacturing equipment for lease to licensees or contribution to joint ventures; marketing expenditures associated with the introduction of EARTHSHELL products; repayment of indebtedness to EKI; the company's principal stockholder; patent procurement and protection; construction of an EARTHSHELL product development and commercial manufacturing demonstration facility; payment of accrued dividends; and general corporate purposes.

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