XML 26 R16.htm IDEA: XBRL DOCUMENT v3.8.0.1
Note 10 - Biolargo Engineering, Science and Technologies, LLC
9 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
Wholly-Owned Subsidiary [Text Block]
Note
10
. Biolargo Engineering, Science and Technologies, LLC
 
In
September 2017,
we commenced a full service environmental engineering firm and formed a wholly owned subsidiary named BioLargo Engineering, Science & Technologies, LLC. In conjunction with the start of this subsidiary, we entered into a
three
-year office lease in the Knoxville Tennessee area (see Note
11
), and entered into employment agreements with
seven
scientists and engineers. These agreements and related operational obligations add approximately
$100,000
to our monthly budget for payroll, taxes, benefits, insurance, and other related obligations.
The company was capitalized with
two
classes of membership units: Class A,
100%
owned by Biolargo, and Class B, held by management of BLEST, and which initially have
no
“profit interest,” as that term is defined in Tennesee law. However, over the succeeding
five
years, the the Class B members can earn up to a
30%
profit interest. They also have been granted options to purchase up to an aggregate
2,000,000
shares of BioLargo, Inc. common stock. The profit interest and option shares are subject to a
five
year vesting schedule
tied to the performance of the subsidiary, including gross revenue targets that increase over time, obtaining positive cash flow by
March 31, 2018,
collecting
90%
of its account receivables, obtaining a profit of
10%
in its
first
year (and increasing in subsequent years), making progress in the scale-up and commercialization of our AOS system, and using BioLargo research scientists (such as our Canadian team) for billable work on client projects.  The details of these transactions were reported on a Form
8
-K filed with the SEC on
September 8, 2017.