The Science of Success™ Confidential Investor Presentation Created by Ardent Advisors Safe Harbor Statements in this presentation that are not descriptions of historical facts are forward-looking statements relating to future events, and as such all forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Statements may contain certain forward-looking statements pertaining to future anticipated or projected plans, performance and developments, as well as other statements relating to future operations and results. Any statements in this presentation that are not statements of historical fact may be considered to be forward-looking statements. Words such as "may," "will," "expect," "believe," "anticipate," "estimate," "intends," "goal," "objective," "seek," "attempt," or variations of these or similar words, identify forward-looking statements. These forward-looking statements by their nature are estimates of future results only and involve substantial risks and uncertainties, including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, successful completion of the Company’s proposed restructuring, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed from time to time in our reports filed with the Securities and Exchange Commission. There can be no assurance that our actual results will not differ materially from expectations and other factors more fully described in our public filings with the U.S. Securities and Exchange Commission, which can be reviewed at www.sec.gov. 2 Corporate Profile • Inergetics, Inc. (“NRTI”) is a leading developer of patented nutritional products comprised of high-quality ingredients and proprietary formulations. The Company is leading the way in nutritional excellence with targeted brands that independently serve the Clinical Oncology, Long Term Care (Senior Care), and Sports Nutrition Markets. • Financial Guidance (millions) – Next 12 Months (Assumes calendar year end changed to FYE June 30th) Revenue EBITDA Net Income • FY09A $1.39 ($3.51) ($8.36) FY10E $2.05 ($1.32) $0.58 Stock Symbol – Shares Outstanding – Closing Stock Price as of 4/27/10 – Average Volume (3 months) – Additional Paid in Capital – Net Operating Loss (carry forward) FY11E $23.52 $4.06 $3.64 OTC: NRTI 31,092,796* $1.20* 19,086 $55,188,466 $68,388,118 * Assumes 60 to 1 reverse split ( Date TBD) 3 FY12E $46.22 $10.58 $10.17 Recapitalization & Corporate Changes • Initial recapitalization in November 2009 – – – – • Secondary recapitalization in May 2010 – – – – – – • Eliminated ~ $13,500,000 of current liabilities Converted ~ $7,700,000 of unsecured debt into equity at $2.10 a share Wrote off ~ $3,000,000 of secured debt Raised ~ $1,382,050 of new capital in senior secured debenture Raised an additional $1,187,500 in extended offering Changed name from Millennium Biotechnologies Group, Inc. to Inergetics, Inc. Changed ticker from MBTG to NRTI Announced 60 to 1 stock reverse (Date TBD) Changing calendar year end to FYE June 30th Converting newly issued senior secured debt to equity at $1.20 per share • Senior secured debt outstanding $3,134,510 as of 6/8/10 • Converted $2,664,838 as of 6/8/10 Balance Sheet Comparative Analysis: Current Liabilities: Long Term Liablilities: Total Liabilities: Jun-09 18,293,279 2,500 18,295,779 4 Jun-10 4,017,473 5,276,838 9,294,311 %∆ -49.20% NRTI Product Portfolio Clinical Nutrition Performance Nutrition RESURGEX Select™ RESURGEX Essential™ SURGEX™ • Oncology & HIV • Easy to use powder • Long Term Care & Home Care • Ready to Drink • Sports & Government • Powder and RTD (in dev) 5 Resurgex™: Oncology Product • • • • Point of Difference Market Opportunity • • • • • • • Comprehensive nutritional support for actively treated cancer patients as well as those in post-treatment care National Federal Medicare HCPCS Coding & Medicaid Approval in various States Over 4 million servings consumed over past decade Powder formulations Unique whole foods based quality ingredient formula to assist in weight maintenance, reduce fatigue and support immunity Prescribed by leading Oncology Institutions such as Dana Farber & MD Anderson Clinical Trials – Center for Family Of Health , UMDNJ/ St Mary's Hospital – Columbia University Pediatric Oncology Clinical Trial Over 1.5mm new cancer cases annually and 13 million survivors* Only options are unhealthy alternatives such as Ensure and Boost 90% of cancer patients face fatigue Over 60% cancer patients look to Complementary and Alternative Medicine (CAM) to complement their treatment *U.S. Complete Prevalence Counts, Invasive Cancers Only, 1/1/2006 - U.S. 2006 cancer prevalence counts are based on 2006 cancer prevalence proportions from the SEER 9 registries (San Francisco, Connecticut, Detroit, Hawaii, Iowa, New Mexico, Seattle, Utah, and Atlanta) and 1/1/2006 U.S. population estimates based on the average of 2005 and 2006 population estimates from the U.S. Bureau of the Census. **Estimated new Cancer Cases and Deaths for 2009: Cancer Facts & Figures – 2009, American Cancer Society (ACS), Atlanta, Georgia, 2009. 6 Resurgex Essential™: LTC Product • • • Comprehensive, caloric dense formulations that exceed the nutritional requirements of the Long Term Care community Natural extension of heritage in addressing the needs of the elderly Ready-to-Drink (RTD) formulations in easy to administer Tetra Paks Point of Difference • • • • • • Great tasting premium nutritional drink, fortified with high-quality ingredients High Biological Whey Protein No high fructose corn syrup, high MCT’s, low Omega 6 Contains fruit & vegetable powders, less sugar Excellent for weight maintenance and wound healing Helps maintain body weight, support a healthy G.I. tract and keeps bodies strong Market Opportunity • According to the American Healthcare Association, as of December 2008 – 1,410,900 residents lived in Skilled Nursing Facilities – 1,100,000 residents lived in Assisted Living Facilities – 7,600,000 individuals were receiving Home Care from > 17,000 providers Alternatives are unhealthy alternatives such as Ensure and Boost • 7 Resurgex Essential™ Comparative Composition 8 Surgex™: Sports Product • • • Point of Difference • • • Market Opportunity • • • Comprehensive, caloric dense formulations that exceed the nutritional requirements of the athletic community Natural extension of heritage in addressing the needs of the athletically inclined Bulk and individual servings in powder format and TetraPak RTD format Unique high performing formula with the only form of water soluble Superoxide Dismutase (SOD) which is clinically proven to help cells adapt to stress Surgex is the only nutritional supplement clinically proven to: to increase energy, build lean muscle mass, increase strength and power, increase endurance and boost recovery and immunity NCAA compliant: approved by the Banned Substances Control Group According to BCC Research, Sports Nutrition and High Energy Supplements: The Global Market 9/17/08, the Global Sports Nutrition Market is estimated ~$27 Billion Industry segments: – Sports Beverages ~ $24.9 Billion – Sports Food ~ $1.2 Billion – Sports Nutrition Supplements ~ $1.1 Billion Alternative products have no scientific evidence to support claims 9 The Science of Success™ - Superoxide Dismutase (SOD) • SOD is the body’s (cell’s) most important antioxidant and plays a major role in many pathological conditions: – – • GliSODin®, a patented, orally effective ingredient, clinically shown to: – – – – • Cardiovascular Issues, Exercise/Stress Response, Inflammation Pulmonary edema, rheumatoid arthritis, Alzheimer's, cancer, asthma Promote the production of the body’s own natural antioxidants Help maintain cellular health and protect against oxidative stress damage Reduce lactic acid buildup in humans under physical stress Support healthy immune function GliSODin®) The First Orally Effective SOD – Pharmaceutical compositions comprising a superoxide dismutase • – – The patent describes the first oral composition of SOD using vegetal prolamines (gliadin) as natural support for oral delivery New therapeutics use of heterologous SOD and their process of selection • – (CEE. 96 901 386-1, USA. 6 04 5809 and Japan HEI.8 1996 520 6 16) (CEE 99 901 386-1; USA 09/600 062 and Japan HEI 2000. 527633) The patent describes the mechanism of action of heterologous SODs and details new therapeutic applications The Science of Success™ - Superior Ingredients Whey Protein Fast acting, easy to digest protein with a superior biological value that helps preserve lean muscle mass and supports immunity Vitamin D Twice the RDA recommended amount to support bone health, muscle strength and immunity FOS High quality fiber that supports healthily GI tract and normalize bowel function to help with the most common conditions in elderly Fruits & Vegetables Juice powders from many healthy ingredients blended together to contribute whole food phytonutrients and antioxidants Low Carbohydrates Resurgex products are lower in simple carbohydrates, which is important for good blood sugar control. In addition, they do not contain high fructose corn syrup which has been shown in studies to increase risk of insulin resistance. No Trans Fats Not only are Resurgex™ products cholesterol free, but it also contains Monounsaturated Fatty Acids which has been proven in research studies to lower LDL (bad) cholesterol. The Monounsaturated Fat in Resurgex™ is in the form of high oleic Safflower oil rather than corn oil. Other brands use corn oil, which is high in Omega-6 Fatty Acids. 11 Surgex™ Clinical Validation Rutgers University conducted two single-blinded, controlled studies to establish the clinical efficacy of Surgex – Clinical Study I: Rutgers endurance athletes (Men’s Division 1 Soccer Team) saw a dramatic improvement, compared to Boost, in recovery and performance parameters – Clinical Study II: Rutgers strength athletes (Men’s Division 1 Football Team) saw a dramatic improvements in recovery, strength and endurance when compared to Gatorade Sports Nutritional Product Performance Results & Validation – Improvements in Performance, Lactic Acid Response, & Reduced Oxidative Stress • Significant changes in performance capacity and endurance markers • Less soreness and fatigue following intense training sessions • Significantly lower oxidative stress markers, isoprostanes and LPOs – Improvements in Power Body Composition & Recovery Parameters • Significant increase in peak power as measured by Wingate Testing • Increased lean muscle mass and decreased in weight gain as body fat • Significantly improved testosterone: cortisol ratio • Significantly lower ILS, Creatine Kinase, & Isoporstanes 12 Surgex™ Comparative Composition Carbohydrate Source • Maltodextrin Protein Source • Whey Fat Source Specialty Nutrients Calories & Protein • MCT (5g) • SOD • CoQ10 (180 for the Lite version) • FOS Protein • High Oleic • Oat Fiber Isolate Safflower • Nucleotides • Brown Rice (80%) Oil • Ribose • Rice Syrup • Casein • Black Bean (20%) • 360 Kcal • 20 g Protein • Beta Glucans • Cane Juice • Fruit & Vegetable Extracts • FOS • Maltodextrin • Casein • MCT • Fructose • Milk • Sunflower • Artificial Sweetners • Acesulfame K Protein Oil • Whey (small amt) • Sucralose 13 • FOS • 150 Kcal • 16 g Protein The Science of Success™ - Intellectual Property • Patents & Trademarks – – – • Clinical Partners – – – • Resurgex™ was issued U.S. Patent 6,503,506 for nutrient therapy for immuno-compromised patients on January 7th, 2003. Patents pending in 57 countries worldwide 4 Registered trademarks filed with the U.S. Patent and Trademark Office (USPTO) Center for Family Of Health , UMDNJ/ St Mary's Hospital Rutgers University • Division 1 Soccer: Double Blind, Placebo Controlled Study on University’s Soccer Team • Division 1 Football: Double Blind, Placebo Controlled Study on University’s Football Team Columbia University Division of Pediatric Oncology • Scheduled to occur during the summer of 2010 and last for 12 weeks • Multi-site study at St. Jude Children's Research Hospital (SJCRH), Alberta Health Services, and the Regional Cancer Center (RCC) at Capital Health. Industry Journals – – “The Journal of Strength & Conditioning Research” • Published Rutgers Soccer Study “Comparative Exercise Physiology” • Published the Rutgers Football Study 14 Strategic Distribution Partners Windmill Health Products LLC, is a leading marketer and distributor of lifestyle nutritional products to all major classes of trade, including Food, Drug, Mass Market Retailers, Health Food Retailers and various distributors. KTK Business Development Group, LLC, is a leading government contracting process consultant for small and medium businesses. KTK provides the business development, contract support, a proprietary partner community, grant writing services, and certification services to become GSA vendor Ferring Inc. (Canada), a wholly owned subsidiary of Ferring Pharmaceuticals, Inc., is the Company’s Canadian distributor and co-marketer of Resurgex™ products. With corporate headquarters in Saint-Prex, Switzerland, operate from more than 45 countries and employ more than 3700 people throughout the world, while treatments are available in more than 70 countries. New Marketlink Pharmaceutical Corp. (NMPC), a Filipino-owned and managed corporation, is engaged in importation, sales, promotion and distribution of a diverse specialty line of pharmaceutical and related products. NMPC has strategic manpower of 151 sales personnel and managers covering more than 15,000 physicians nationwide. Provider Services Inc. (“PSI”): is the second largest operator of LTC facilities in the state of Ohio. Inergetics is the exclusive provider of nutritional supplementation products to PSI’s 6,000 beds, per the 5 year Master Purchase Agreement. Ventiv Commercial Services, a wholly owned subsidiary of NASDQ-listed inVentiv Health Inc. (VTIV), provides two (2) full time personnel, with over 30 years experience, to market and sell Resurgex Essential™ and Resurgex Essential Plus™ into the Long Term Care Channel. 15 Manufacturing Partners Isocell SA, a French Company: owns the patented rights to the only oral form of superoxide dismutase (“SOD”). Inergetics has an exclusive sublicense for use of SOD as a dietary supplement or functional foods worldwide. TetraPak USA, a leader in innovative packaging and state-of-the-art processing solutions, that provides the packaging for the Resurgex Select™ RTD product lines. Kerry Food & Beverage, Inc., a leader in the global food industry, developing, producing and marketing lifestyle and nutritional foods, flavors and ingredients, meeting today’s consumer demands for healthy, convenient, tasteful food and beverages. Garden State Nutritionals, Inc. (GSN) a division of Vitaquest International, Inc. the world’s leading manufacturer of lifestyle specific nutritional supplements, manufacturers the Inergetic’s Surgex™ product line. Farmland Dairies™, LLC recently purchased by Grupo LALA and is now part of LALA-National Dairy Group, is the Company’s outsourced manufacturer and copackager for the Company’s RTD Essential™ product line in its kosher designated, aseptic facility in Grand Rapids, MI. 16 Pro Forma Capitalization Table 60 to 1 Reverse Stock Split (Announcement Date: TBD) • Pro Forma shares issued and outstanding – – – • ~ 20,195,339 ~ 30,483,532 ~ 31,078,561 Strong Management Alignment – – • Float Shares Outstanding Fully Diluted Shares Executive ownership Ken Sadowsky (Board Member) ~ 10.10% ~ 6.71% Strong Institutional Ownership – – – – Triage Capital Seahorse Enterprises, LLC Charlie Lanktree Ardent Advisors (Brian Corbman) 17 ~16.94% ~ 7.86% ~ 6.89% ~ 5.40% Pro Forma Guidance FY Ends 6/30 Gross Revenue Total COGS Gross Profit Gross Margin % FY09A 1,392,190 512,950 879,240 63.16% FY10E 2,052,850 1,256,970 795,880 38.77% FY11E 23,522,000 16,019,268 7,502,732 31.90% FY12E 46,216,975 30,326,761 15,890,214 34.38% SG&A Advertising Office & Distributor Expenses Professional Fees Subtotal Payroll Taxes Payroll Miscellaneous Expense Research & Development Total Operating Expenses 627,943 8,776 342,990 1,946,210 232,987 1,134,768 142,138 (44,059) (4,391,753) 264,413 54,000 240,970 390,794 194,938 726,200 115,212 126,644 (2,113,172) 1,237,331 171,000 217,339 399,756 214,017 806,520 168,600 225,000 (3,439,563) 2,108,339 477,000 379,693 465,000 241,359 1,106,340 234,000 300,000 (5,311,730) EBITDA (3,512,513) NA 1,472,417 87,055 3,461,989 (178,478) (8,355,496) (1,317,292) NA 286,161 395,392 (2,586,840) 587,995 4,063,169 17.27% 306,034 116,774 10,578,483 22.89% 103,647 2,056 3,640,361 10,472,781 $0.12 $0.11 $0.33 $0.33 41,557,555 42,152,584 41,557,555 42,152,584 EBITDA Margin % Interest Expense Misc Other Exp Depreciation & Amortization Extraordinary Loss (Income) Less Income Tax Net Income Earnings per Share Fully Diluted EPS Basic Shares Outstanding Fully Diluted Shares Outstanding ($0.26) ($0.26) $0.02 $0.02 5,590,122 6,548,175 31,557,555 32,152,584 18 Executive Officers Mark C. Mirken, CEO & Chairman: has been Inergetic’s President & Chief Executive Officer since August 2008. He has transitioned the company’s major revenue sources from a powdered formulation to Ready-to-Drink (RTD) formulations and established contractual relationships with major pharmaceutical and international distributors. Additionally, Mark has increased shareholder value via overseeing the restructuring of the Company’s financial position. Previously, Mr. Mirken was affiliated with Vista Research Inc., a Standard & Poors business unit, where he consulted The Middleby Corp. (NASDAQ: MIDD), Pequot Capital, Fidelity Family of Funds, and KKR on various acquisitions Prior, he was President & COO, of TurboChef Technologies, Inc. (“OVEN”) a world leader in technology, equipment & services, for high-speed food preparation (2000-2005). Mr. Mirken was credited creating the strategic alliance with Coke and engineering the Coke, Subway agreement and enhanced shareholder value by over 1,000%. Carl Germano, RD, CNS, CDN is a registered, certified clinical nutritionist appointed as Chief Science Officer/Research & Product Development for Inergetics, Inc. and a frequent radio guest and lecturer. He holds a masters degree in clinical nutrition from New York University and has over 30 years experience using innovative, complementary nutritional therapies in private practice and in product development. For the past 25 years, he has dedicated his efforts to research and product development for the nutritional supplement industry (medical foods, functional beverages and dietary supplements), where he has been instrumental in bringing cutting-edge nutritional substances and formulations to market. He is the author of the following books: • SOD/Gliadin - The Ultimate Cellular Defense Against Ageing and Disease, • Nucleotides - The Buliding Blocks To Optimal Health, • Rhodiola rosea - Natures Answer To Stress, • The Osteoporosis Solution, • The Brain Wellness Plan, • Natures Pain Killers Executive Officers & Board of Directors Frank Guarino III, CFO is the Chief Financial Officer and is responsible for corporate budgeting, SEC compliance, and corporate operations. He maintains institutional relationships with the Company’s investor base and actively participates in all funding. Mr. Guarino earned a Bachelor of Science in Accounting from St. Peter’s College in 1997. Benjamin R Custodio, Executive Vice President and Board Member, As Executive Vice President of International Sales, Mr. Custodio is responsible for expanding the Company’s product line globally. Mr. Custodio has over 30 years of experience in the pharmaceutical and nutritional supplement industries, specializing in launching new products into international markets. Ken Sadowsky, Board Member, Mr. Sadowsky was a principal of Atlas Distributing Inc., overseeing the non-alcoholic beverage division which he created. The division was founded in 1988 and sales were $50,000 that year. In 2007 sales were over $16,000,000 and the total company sales were in excess of $75 million. He was a director of Energy Brands, Inc. (Glaceau) makers of Glaceau vitaminwater, smartwater, and fruitwater from 2000 to 2006 when the company sold a minority interest to The Tata Group. The company eventually sold to Coca Cola for over $4.1 Billion. Ken is the Senior Beverages Advisor for Verlinvest, a Brussels based investment holding company founded by family tied to Interbrew; now ABI (Anheuser Busch InBev). Ken is the Executive Director of NIDA, a group of independent beverage distributors in the Northeast of the USA who are members of a trade association. Mr. Sadowsky is a member of the Board of Directors for All Market Inc., makers of Vita Coco coconut water; and Hint Inc., makers of Hint Water. Michael C. James, Board Member: is the Managing Partner of Kuekenhof Capital Management. Previously he served as CEO of Nestor, Inc., and is a director of Guided Therapeutics, Inc. Mr. James has accepted the nomination to the Company’s board of directors which is subject to shareholder approval 20 Investment Summary • Superior Products: – – • Favorable Macro Industry Trends – – – • Additional working capital required ~ $2.5mm Pro Forma Financials (Fiscal Year ends June 30th) – – – – Proven track record of creating shareholder value Public market experience Minimal corporate capital needs – • Growth in aging population Trend toward healthy living Science-based products supported by healthcare professionals Management team led by CEO Mark Mirken – – • Resurgex is clinically validated to improve “Quality of Life” indicators for HIV/AIDS patients Surgex is clinically validated to improve athletic performance through optimized recovery FY10A revenue of $2.05M and EBITDA of ($1.32M) FY11E revenue of $23.5M and EBITDA of $4.06M FY12E revenue of $46.2M and EBITDA of $10.58M Valuation – – 10.05x current year earnings (FY11 Estimate) per share of $0.12 3.56x out year earnings (FY12 Estimate) per share $0.33 21 Inergetics: NRTI 22
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