Published: October 26, 2005
Hydroflo Corrects and Supplements Prior Releases and Reports
In certain prior press releases and analyst
reports, the terms and conditions of an agreement between Hydroflo, Inc.
(OTC BB: HYRF) portfolio company Metal & Arsenic Removal Technology, Inc.
("MARTI") and Essentially Yours Industries, Inc. ("EYI") were inaccurately
or incompletely reported. Hydroflo issues this press release to provide
accurate and more complete information about that agreement and certain
other matters.
Effective May 11, 2005, MARTI entered into a reseller agreement with EYI.
Pursuant to this agreement, MARTI is to manufacture and supply to EYI
certain products, including specially marked Code Blue(TM) pitchers and
specially formulated Code Blue(TM) filters. EYI is the exclusive
distributor, and MARTI is the exclusive supplier, for these specially
marked or formulated products.
EYI initially planned to sell the products in the United States and Canada,
and EYI projected that it would order 72,000 pitchers and 468,000 filters
during the period from July 2005 to June 2006. EYI has since indicated that
on September 23, 2005, its affiliate Essentially Yours Industries (Hong
Kong) Limited ("EYI HK") entered into an agreement with Guangzhou Zhongdian
Enterprises (Group) Co. Ltd. ("GZE") and China Electronics Import and
Export South China Corporation ("CEIEC"). According to EYI, this agreement
projects that CEIEC will order $210 million of Code Blue(TM) product from
EYI HK during the two-year period 2006-2007.
MARTI is not a party to that agreement, and the projections in that
agreement are projections of revenue to EYI HK, not to MARTI.
Neither the EYI HK-GZE-CEIEC agreement nor MARTI's own agreement with EYI
require the purchase of a particular quantity or dollar amount of Code
Blue(TM) products. Furthermore, MARTI provides the Code Blue(TM) product to
EYI on a consignment basis, meaning that MARTI is not entitled to payment
for the product until EYI actually sells it to EYI's customers.
Under the terms of its agreement with EYI, MARTI is obligated only to
maintain a minimum inventory of 1,000 units of each Code Blue(TM) item. To
date, EYI has requested the production of 10,000 pitchers and 16,800
filters, MARTI has shipped 3,078 pitchers and 3,078 filters to EYI, and
MARTI has been paid $15,000 for units sold by EYI.
More specific corrections follow:
July 18, 2005 Press Release
Hydroflo's July 18, 2005 press release indicated that Hydroflo portfolio
company Advanced Water Recycle, Inc. ("AWRI") had received a request from a
coastal region of North Carolina "to start treatment of 70 million gallons
of water per day for the next 10 years." AWRI has discussed options for the
treatment of such water volumes with various governmental officials and
expressed interest in providing its goods and services for that purpose,
but AWRI has not received any requests to provide those services.
August 3, 2005 Press Release
Hydroflo's August 3, 2005 press release indicated that MARTI had amended an
agreement with EYI to include additional water filtration systems. This
press release also discussed an "order" by EYI and stated that "[t]he total
retail value of this order exceeds $7.5 million."
MARTI's agreement with EYI was not amended at that time. As noted above,
MARTI's agreement with EYI was and remains a consignment agreement whereby
EYI pays MARTI only for those items actually purchased by EYI's customers.
EYI is not required to purchase a particular quantity or dollar volume of
MARTI's products, and it has not purchased $7.5 million of MARTI's
products.
August 4, 2005 Press Release
Hydroflo's August 4, 2005 press release discussed a "$1.2 million order
received on May 18." As noted above, MARTI's agreement with EYI is a
consignment agreement whereby EYI pays MARTI only for those items actually
purchased by EYI's customers. EYI is not required to purchase a particular
quantity or dollar volume of MARTI's products, and as of this date it has
not purchased $1.2 million of MARTI's product.
August 15, 2005 and August 18, 2005 Press Releases
Hydroflo's August 15, 2005 press release indicated that MARTI had amended
an agreement with EYI "to meet the demand received from recent transactions
in China. The total value of the order is expected to exceed $210 million."
Its August 18, 2005 press release also made reference to this "agreement
amendment." While EYI did inform MARTI prior to this date that it expected
to order substantially more of the Code Blue(TM) product than previously
expected as a result of potential sales by EYI into the Chinese market and
that such sales might have a value to EYI of as much as $210 million, EYI
did not and has not placed an order with MARTI for any particular quantity
or dollar volume of products, and neither GZE nor CEIEC is required to
order any particular quantity or dollar volume of product from EYI HK. EYI
has only requested that MARTI supply on consignment and per the parties'
agreement the number of units described earlier in this press release. As
explained previously, the figure cited in the press release is a projection
of revenue to EYI HK arising out of its own agreement with Chinese
companies GZE and CEIEC, not a projection by MARTI of its own expected
revenues from the arrangement.
September 6, 2005 Press Release
Hydroflo's September 6, 2005 press release contains a quotation from
MARTI's COO, George Moore, that makes reference to "a projection of over
$210 million worth of product sales." As noted above, the projection in
question is EYI's projection of the retail value to EYI HK of EYI HK's Code
Blue(TM) sales into the Chinese market.
September 7, 2005 Press Release
In its September 7, 2005 press release, Hydroflo indicated that MARTI's
initial daily goal for the production of pitchers and filters in China
would be 8,000 pitchers and 25,000 filters and projected that the facility
would produce over 2 million pitchers and 6 million filters per year. This
facility will produce only those pitchers and filters reasonably necessary
to satisfy the demands of MARTI's customers. At present, the only such
demand has been EYI's request for the production of the quantities of
pitchers and filters mentioned earlier in this press release.
September 12 and 16, 2005 Press Releases
Hydroflo's September 12, 2005 and September 16, 2005 press releases
concerned Hydroflo's response to Hurricane Katrina. To the extent these
releases state or imply that Hydroflo's portfolio companies had actually
reached agreements with any entities to supply consulting services, they
are inaccurate. Certain of those companies have simply offered such
services.
September 20, 2005 Press Release (Corrected October 7, 2005)
Hydroflo's September 20, 2005 press release captioned "First Shipment of
Filtering Systems leaves for Hurricane Katrina Survivors" (corrected
October 7, 2005) incorrectly continues to indicate in its caption that the
water pitcher and filtration units mentioned in the release had been
shipped and that further shipments to FEMA and DOD would be made at a later
time. In fact, as indicated in the text of the release, those goods had not
yet been shipped. They were scheduled to ship on October 15, 2005, but the
shipment has been delayed, and they have not been shipped as of the date of
this release. In addition, the article incorrectly indicates that the
pitchers and filters were to be shipped to DOD and FEMA, when in fact they
were to be shipped to Judge Nicki Boland.
September 27, 2005 Press Release (Corrected October 6, 2005)
Hydroflo's September 27, 2005 press release (corrected October 6, 2005)
refers to a "Guaranteed 2 Year $42 Million Agreement With Chinese
Distribution Company" and states that MARTI would produce and supply this
quantity of pitchers and filters to EYI. In fact, these revenue projections
are projections of revenue to EYI HK arising out of the agreement, not
projections of revenue to MARTI. CEIEC (the Chinese distribution company)
is not required to purchase any particular quantity of product from EYI,
and EYI is not required to purchase a particular quantity or dollar volume
of MARTI's products.
September 28, 2005 Press Release (Corrected October 6, 2005)
Hydroflo's September 28, 2005 press release (corrected October 6, 2005)
incorrectly indicates that Hydroflo values the EYI HK-GZE-CEIEC contract at
$210,000,000 over the next two years. As noted above, MARTI's agreement
with EYI is a consignment agreement whereby EYI pays MARTI only for those
items actually purchased by EYI's customers. EYI is not required to
purchase a particular quantity or dollar volume of MARTI's products. As
explained previously, the figure cited in the press release is a projection
of revenue to EYI HK arising out of its own agreement with Chinese
companies GZE and CEIEC, not a projection by MARTI of its own expected
revenues from the arrangement.
September 30, 2005 Press Release
Hydroflo's September 30, 2005 press release inaccurately states the reason
for Hydroflo's decision to seek additional time to file its Form 10-K and
inaccurately suggests, in a quotation from its CEO, Dennis Mast, that
Hydroflo values a portion of the MARTI-EYI business at $42 million or at
over $210 million over the next two years.
Hydroflo's 10-K filing was delayed because Hydroflo's accountants requested
that its Board of Directors seek an independent valuation, the Board of
Directors did so, and the valuation was not completed in time for the 10-K
to incorporate it and still be filed by the original deadline.
As noted above, the $42 million and $210 million figures reflect EYI's
estimate of the retail value to EYI of orders of the Code Blue(TM) pitcher
in the Chinese market. MARTI's agreement with EYI is a consignment
agreement whereby EYI pays MARTI only for those items actually purchased by
EYI's customers. EYI is not required to purchase a particular quantity or
dollar volume of MARTI's products. The projections in the article relate to
EYI's expectations for its own sales, not MARTI's expected revenues from
the arrangement.
10/3/2005 Wasserman Morris Report
The October 3, 2005 report on Hydroflo, Inc. issued by Wasserman Morris
contained a number of inaccurate or incomplete statements about the
company. In particular:
The report refers to a "recently signed agreement with ... China
Electronics Import and South China Export Corporation." To the extent the
report could be read to suggest that Hydroflo has a recently signed
agreement with this company, it is in error. Neither Hydroflo nor any of
its portfolio companies have an agreement with China Electronics Import and
South China Export Corporation. MARTI reseller EYI has reported such an
agreement with a similarly named company.
The report also indicates that the reported agreement "is likely to provide
[Hydroflo] with roughly $210 million in revenues for the next two years
from the sale of water filters and pitchers in the Chinese Market." While
MARTI's agreement with EYI could provide MARTI with significant revenue
ultimately derived from EYI's sale of water filters and pitchers to the
Chinese company, neither MARTI's agreement with EYI nor EYI's agreement
with CEIEC guarantees the purchase of particular quantities or dollar
volumes. The $210 million projection in the Wasserman Morris report is the
amount that EYI reports as CEIEC's projected purchase from EYI during the
stated period.
The report indicates that MARTI's collaboration with EYI "could also bring
[Hydroflo] up to $7.5 million in revenues from the sale of water filters,
pitchers and FATS units in the U.S. and Canada markets during the next
twelve months." While MARTI's agreement with EYI could provide MARTI with
significant revenue ultimately derived from EYI's sale of water pitchers
and filters in the United States and Canadian markets, EYI is not currently
selling the FATS unit, and the 12-month, $7.5 million revenue projection
contained in the Wasserman Morris report is EYI's projection of its own
revenues for a stated period (not the next twelve months), not a projection
of MARTI's likely revenues.
The report also states that Hydroflo is "actively involved in the
restoration of basic sanitary living conditions in the hurricane-ravaged
regions of Mississippi, Alabama, and Louisiana." To date, Hydroflo's
involvement in such activities has been limited to MARTI's donation of
5,000 water pitcher and filter units for use in affected areas, for which
Hydroflo's chairman has informally agreed to reimburse the company, and to
offers to provide consulting services to governmental organizations.
The report also states that Hydroflo's management "expects to secure a
portion of the $100 billion that are being made available for disaster
relief." Hydroflo has no present basis to expect to secure a portion of
this money, although Hydroflo's portfolio companies are seeking contracts
to provide their products and services for that purpose.
Finally, the report states that the company "moved its corporate offices to
North Carolina." The offices simply moved within the state to a larger
space.
Hydroflo's 10-K Filing
Hydroflo's 10-K reported that the company's board members receive no
compensation. In fact, board member Shane Traveller receives $1,500/month
and board member Ross Smith receives $500/month.
Hydroflo's 10-K has a typographical error in the section describing the
company's ethics policy. The company's ethics policy can be found at
http://www.hydroflo.us/Content%20Pages/OFFICIAL%20CODE%20OF%20ETHICS.pdf.
Hydroflo's 10-K reported that the company had received a second subpoena
from the SEC regarding a nonpublic fact-finding inquiry into the activities
of other entities not managed by Hydroflo, Inc. In fact, Hydroflo, its CEO
Dennis Mast, and MARTI COO George Moore have received and complied with
subpoenas in connection with a formal investigation that includes inquiries
into the accuracy of Hydroflo's press releases and public filings.
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