| EPI Technologies, Inc. | |||
| Proposed Ticker: | - | 810 Chicago Street | |
| Exchange: | NASDAQ-Small Cap Market | Toledo, OH 43611 | |
| Industry: | Service (SIC Code 7389) | (419) 727-0495 | |
| # of Employees: | 32 | ||
| Type of Shares: | Common Shares | Filing Date: | 10/2/97 | |
| U.S. Shares Filed: | 1,250,000 | Filing Price: | $5.00 | |
| Non-U.S. Shares Filed: | 0 | Offering Amount: | $6,250,000 | |
| Primary Shares: | 1,250,000 | Expenses: | $290,000 | |
| Secondary Shares: | 0 | Shares Out After: | 2,500,000 | |
| Spin out parent firm: | Meridian National Corp. | |||
| Manager | Tier | Phone |
| Duke & Company | Lead Manager | (212) 355-7225 |
| Issuer's Law Firm: | Benesch Friedlander Coplan & Aronoff |
| Bank's Law Firm: | Zimet, Haines, Friedman & Kaplan |
| Auditor: | Ernst & Young |
| Registrar/Transfer Agent: | Continental Stock Transfer & Trust Co |
Dollar amounts in U.S. millions except for per share data | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 2/28/97 | 2/28/97 | ||||
| Revenue: | $3.53 | Assets: | $6.13 | ||
| Net Income: | -$0.14 | Curr Assets: | $0.87 | ||
| EPS: | Liabilities: | $8.71 | |||
| Prior EPS: | Curr Liabilities: | $4.72 | |||
| Cash Flow/Oper: | -$0.34 | Equity: | -$2.58 | ||
| Cash Flow/Fin: | $2.49 | Cash: | $4.74 | ||
| Cash Flow/Inv: | -$2.17 | Working Cap: | -$3.86 | ||
| Business Description |
| The company is one of the first commercial paint waste recyclers in the U.S. The company processes hazardous and non-harzardous industrial paint waste for its customers and creates a recycled product, EPI-PURE. The Company uses two different systems to recycle paint waste: the patented DryPure-TM- system, which generates a resultant dry powder (EPI-PURE-TM-) and which the Company typically sells as a filler in the formulation of certain building and construction products; and the Polymeric Recovery System, the patented paint waste recycling technology which the Company has recently installed in its Toledo, Ohio facility and which is currently undergoing a start-up phase of production. Along with increasing the Company's processing capacity, the Polymeric Recovery System produces a recycled product (EPI-MER-TM-), which the Company intends to sell as a lower cost replacement for traditional, virgin materials used in formulated products. The Company is currently marketing EPI-MER-TM- to approximately ten potential customers, including those in the sealant, coating and adhesive industries. The Company believes that EPI-MER-TM- has a greater range of commercial applications than EPI-PURE-TM- and that it can be sold at higher margins than EPI-PURE-TM-, which currently represents less than 2% of the Company's annual sales revenue. |
| Competition |
| Presently, approximately 99% of paint waste nationally is disposed of through landfills or by incineration, and approximately 1% is processed and recycled by methods utilized by the Company and its competitors. The Company is aware of three other companies, Haden Environmental, Salem Environmental Services and Nortru, a division of Philip Environmental Services, that compete directly with the Company by providing processing and recycling services to generators of paint waste. These competitors utilize similar methods of thermal drying to those of the Company; however, over the years the Company has developedthe capability to process a broader range of paint waste than its competitors. In addition, management believes that the implementation of the Polymeric Recovery System and sales of EPI-MER-TM- may give the Company a competitive advantage by providing a higher value, recycled product for use as a raw material in industrial products and thereby permitting the Company to decrease the price of its paint waste processing services. Competitive factors in paint waste processing or disposal include price, service and the potential long-term costs associated with paint waste generation and disposal. While paint waste generally can be landfilled or incinerated at a lower initial cost than recycling, these disposal methods expose the generators to potential long-term liability or litigation expense under stringent federal and state regulations. On the other hand, although the costs of the Company initially are greater than landfilling or incineration, the Company's recycling process substantially eliminates continuing generator costs. Landfilling and incineration are provided by national, regional and local companies, many of which have substantially greater resources than the Company. In addition, the Company's direct recycling competitors have substantially greater financial, marketing and other resources than the Company. There can be no assurance that one of the Company's competitors or a new competitor will not develop a method of recycling paint waste which is more efficient and profitable than the methods currently employed by the Company. Additionally, there can be no assurance that large industrial customers or other waste management companies will not attempt to develop their own methods of recycling or otherwise minimizing, treating or disposing of waste. The Company's business is dependent on the continued use of water wash spray booths by companies that perform spray painting. Water wash spray booths are a capture device used in spray painting operations which uses chemically treated water to collect fugitive paint overspray. The process uses a large volume of air movement to carry paint spray particles into contact with a chemically treated water flood sheet. The treated water detackifies the paint, which is then either skimmed from the water surface or sinks to the bottom and is subsequently collected. The Company processes the resulting sludge or paint waste. The introduction of new technology that replaces water wash spray booths would have a material adverse effect on the financial condition, operations and liquidity of the Company. Management believes that currently there are no recycled products similar to EPI-MERTM which are sold as a lower cost replacement for traditional, virgin materials used in formulated products. However, no assurances can be given that current suppliers of traditional, virgin materials which would be replaced by EPI-MERTM will not lower their prices to compete with EPI-MERTM. In addition, no assurances can be given that companies with substantially greater resources than the Company will not enter the replacement market for traditional, virgin materials in formulated products. |
| Business Plan |
| The Company's current business strategy is to grow its business by commercializing the Polymeric Recovery System technology through the following steps: (i) developing a market for and selling EPI-MER-TM- for use as a lower cost replacement for traditional, virgin materials used in formulated products; (ii) the construction, ownership and operation of up to five customized Polymeric Recovery System on-site at large automotive assembly plants in the United States; and (iii) the construction of a second facility using the Polymeric Recovery System in the Southeast region of the United States to serve the market of small and medium size automotive assembly plants which individually generate lesser amounts of paint waste. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for the installation of up to five customized on-site recycling systems, the construction of a new facility using the Polymeric Recovery System in the Southeast region of the U.S., for the partial repayment of the bank debt, payment of accrued interest due to Meridian, repayment of subordinated cognovit promissory note, for U.S. EPA Part B permit approval costs, and working capital and general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Meridian National Corporation | 80.00% | 40.00% |
| MNP Corporation | 6.70% | 3.30% |
| Elliot Smith | 6.70% | 3.30% |
| Officer Name | Title | Age |
| William D. Feniger | Chairman of the Board and Director (Class I) | 50 |
| Real P. Remillard | Chief Financial Officer and Secretary | 66 |
| Spencer I. Browne | Director (Class II) | 47 |
| James L. Rosino | Director (Class III) | 43 |
| Bruce F. Maison | President, Chief Executive Officer and Director (Class II) | 55 |
| Additional Underwriter Compensation |
| Warrant to purchase 125,000 shares/units at a nominal price. |
| Exercise price of $5.50 for 4 year(s), 1 year(s) from . |
| $100,000.00 consulting agreement for 2 year(s). |