California
|
87-0673375
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
|
6720 N. Scottsdale Road, Suite # 390 Scottsdale, AZ
|
85253
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
PART I
|
Page
|
||
Item 1.
|
4
|
||
Item 1A.
|
13
|
||
Item 1B.
|
21
|
||
Item 2.
|
22
|
||
Item 3.
|
22
|
||
Item 4.
|
23
|
||
PART II
|
|||
Item 5.
|
23
|
||
Item 6.
|
24
|
||
Item 7.
|
24
|
||
Item 7A.
|
32
|
||
Item 8.
|
32
|
||
Item 9.
|
65
|
||
Item 9A.
|
65
|
||
Item 9B.
|
65
|
||
PART III
|
|||
Item 10.
|
66
|
||
Item 11.
|
66
|
||
Item 12.
|
66
|
||
Item 13.
|
66
|
||
Item 14.
|
66
|
||
PART IV
|
|||
Item 15.
|
66
|
Fat (oil)
|
18-23
|
%
|
||
Protein
|
12-16
|
%
|
||
Total Dietary Fiber
|
20-30
|
%
|
||
Moisture
|
4-8
|
%
|
||
Ash
|
6-14
|
%
|
||
Calories
|
3.2 kcal/gram
|
1. | Increasing global demand for vegetable oil – Our Brazil segment currently sells all of the rice bran oil it can produce in our oil extraction and refining plant in Pelotas, Brazil. Following the capital expansion project at this plant, raw rice bran processing capacity increased approximately 50% in late 2014. |
2. | Increasing demand for new protein sources – We have co-developed proprietary technologies with DSM Innovation Center, a subsidiary of Royal DSM N.V., that enables the extraction of protein from DRB and SRB feed-stocks that we produce in both of our Brazil and USA segments. We recently launched new protein products from our U.S. operations based on these technologies and plan to produce protein from DRB in our Brazil segment in the future. In addition, we have entered into a series of agreements with various affiliates of Wilmar International Limited (collectively, Wilmar) to develop and commercialize rice bran products, including protein, for the China market. Wilmar currently operates 12 large rice mills in China and is a leading producer of raw rice bran that is available for further processing into higher value products such as protein and fiber. |
3. | Demand for “clean” labels on food products – The market for healthy and nutritious foods is rapidly expanding in the US, Europe and other global markets with increasing demand for healthy, natural and minimally processed ingredients that are hypoallergenic, non-genetically modified, and produced in a sustainable fashion. The regulatory need to add front-of-label warnings on food items is driving food companies to replace standard food ingredients like soy and wheat with “cleaner” ingredients such as rice bran which is non-allergenic, non-genetically modified, natural and minimally processed. Incorporation of our food ingredients by major global food companies into meats, baked goods and cereals has steadily increased in the past year helping drive sales. We expect this growth to continue as more food companies adopt rice bran as a standard food ingredient. This trend is not limited to human foods as we are finding a similar transition to “clean” ingredients among high-end animal nutrition companies. |
4. | The value of proprietary, evidence-based functional ingredients for nutraceuticals and functional foods – With increasing medical costs associated with doctor visits and medications, consumers are becoming more proactive in adopting and maintaining healthier lifestyles through exercise, balanced nutrition and increased consumption of functional foods and nutraceuticals. Associated with this trend is higher demand by marketers of nutraceuticals and functional foods for novel functional ingredients and particularly for proprietary and patented ingredients that provide barriers to competition in the marketplace, therefore commanding higher premiums. We currently develop and commercialize proprietary rice bran ingredients and derivatives from our Stage II facility in the USA segment. |
• | problems combining the purchased operations, technologies or products; |
• | unanticipated costs; |
• | diversion of management’s attention from our core business; |
• | adverse effects on existing business relationships with suppliers and customers; |
• | risks associated with entering markets in which we have no or limited prior experience; |
• | potential loss of key employees of purchased organizations; |
• | problems combining the purchased operations, technologies or products; |
• | unanticipated costs; |
• | diversion of management’s attention from our core business; |
• | adverse effects on existing business relationships with suppliers and customers; |
• | risks associated with entering markets in which we have no or limited prior experience; and |
• | potential loss of key employees of purchased organizations. |
• | cultural differences in the conduct of business; |
• | fluctuations in foreign exchange rates; |
• | greater difficulty in accounts receivable collection and longer collection periods; |
• | challenges in obtaining and maintaining financing; |
• | impact of recessions in economies outside of the United States; |
• | reduced or obtainable protection for intellectual property rights in some countries; |
• | unexpected changes in regulatory requirements; |
• | tariffs and other trade barriers; |
• | political conditions in each country; |
• | management and operation of an enterprise spread over various countries; |
• | the burden and administrative costs of complying with a wide variety of foreign laws; and |
• | currency restrictions. |
• | exchange rate movements ; |
• | exchange control policies; |
• | expansion or contraction of the Brazilian economy, as measured by rates of growth in GDP; |
• | inflation ; |
• | tax policies ; |
• | other economic political, diplomatic and social developments in or affecting Brazil; |
• | interest rates; |
• | energy shortages; |
• | liquidity of domestic capital and lending markets; |
• | changes in environmental regulation; and |
• | social and political instability. |
• | announcements of new products or product enhancements by us or our competitors; |
• | fluctuations in our quarterly or annual operating results; |
• | developments in our relationships with customers and suppliers; |
• | our ability to obtain financing; |
• | the loss of services of one or more of our executive officers or other key employees; |
• | announcements of technological innovations or new systems or enhancements used by us or our competitors; |
• | developments in our or our competitors’ intellectual property rights; |
• | adverse effects to our operating results due to impairment of goodwill; |
• | failure to meet the expectation of securities analysts’ or the public; |
• | general economic and market conditions; |
• | our ability to expand our operations, domestically and internationally; |
• | the amount and timing of expenditures related to any expansion; |
• | litigation involving us, our industry or both; |
• | actual or anticipated changes in expectations by investors or analysts regarding our performance; and |
• | price and volume fluctuations in the overall stock market from time to time. |
Primary Segment
|
Location
|
Status
|
Primary Use
|
|||
USA
|
West Sacramento, California
|
Leased
|
Warehousing, and administrative
|
|||
USA
|
Mermentau, Louisiana
|
Owned
|
Manufacturing
|
|||
USA
|
Lake Charles, Louisiana
|
Building – owned
|
Warehouse
|
|||
Land - leased
|
||||||
USA
|
Dillon, Montana
|
Owned
|
Manufacturing
|
|||
USA
|
Irving, Texas
|
Leased
|
Manufacturing, warehousing and distribution
|
|||
Brazil
|
Pelotas, Brazil
|
Owned
|
Manufacturing, R&D and administrative
|
|||
Corporate
|
Scottsdale, Arizona
|
Leased
|
Administrative – corporate offices
|
|
Low
|
High
|
||||||
|
|
|
||||||
2014
|
||||||||
Fourth Quarter
|
$
|
3.74
|
$
|
5.31
|
||||
Third Quarter
|
4.28
|
6.90
|
||||||
Second Quarter
|
3.56
|
7.45
|
||||||
First Quarter
|
4.05
|
6.95
|
||||||
2013
|
||||||||
Fourth Quarter
|
$
|
4.25
|
$
|
14.00
|
||||
Third Quarter
|
4.00
|
14.00
|
||||||
Second Quarter
|
12.00
|
18.00
|
||||||
First Quarter
|
10.00
|
24.00
|
Date of Issuance
|
Shares of
Common
Stock
|
Vesting Period
|
|||
October 1, 2014
|
1,875
|
Immediate
|
|||
December 31, 2014
|
3,200
|
Immediate
|
2014
|
% of
Total
Revenues
|
2013
|
% of
Total
Revenues
|
Change
|
%
Change
|
|||||||||||||||||||
USA segment
|
$
|
23,096
|
57.6
|
$
|
12,023
|
34.3
|
$
|
11,073
|
92.1
|
|||||||||||||||
Brazil segment
|
17,012
|
42.4
|
23,028
|
65.7
|
(6,016
|
)
|
(26.1
|
)
|
||||||||||||||||
Total revenues
|
$
|
40,108
|
100.0
|
$
|
35,051
|
100.0
|
$
|
5,057
|
14.4
|
2014
|
Gross
Profit %
|
2013
|
Gross
Profit %
|
Change
|
Change
in Gross
Profit %
|
|||||||||||||||||||
USA segment
|
$
|
6,972
|
30.2
|
$
|
2,945
|
24.5
|
$
|
4,027
|
5.7
|
|||||||||||||||
Brazil segment
|
(2,503
|
)
|
(14.7
|
)
|
1,000
|
4.3
|
(3,503
|
)
|
(19.0
|
)
|
||||||||||||||
Total gross profit
|
$
|
4,469
|
11.1
|
$
|
3,945
|
11.3
|
$
|
524
|
(0.1
|
)
|
|
2014
|
|||||||||||||||
|
Corporate
|
USA
|
Brazil
|
Consolidated
|
||||||||||||
Selling, general and administrative
|
$
|
5,941
|
$
|
4,133
|
$
|
4,280
|
$
|
14,354
|
||||||||
Depreciation and amortization
|
52
|
2,137
|
690
|
2,879
|
||||||||||||
Total operating expenses
|
$
|
5,993
|
$
|
6,270
|
$
|
4,970
|
$
|
17,233
|
|
2013
|
|||||||||||||||
|
Corporate
|
USA
|
Brazil
|
Consolidated
|
||||||||||||
Selling, general and administrative
|
$
|
5,918
|
$
|
2,006
|
$
|
4,442
|
$
|
12,366
|
||||||||
Depreciation and amortization
|
24
|
469
|
756
|
1,249
|
||||||||||||
Impairment of property
|
-
|
300
|
-
|
300
|
||||||||||||
Total operating expenses
|
$
|
5,942
|
$
|
2,775
|
$
|
5,198
|
$
|
13,915
|
|
Favorable (Unfavorable) Change
|
|||||||||||||||
|
Corporate
|
USA
|
Brazil
|
Consolidated
|
||||||||||||
Selling, general and administrative
|
$
|
(23
|
)
|
$
|
(2,127
|
)
|
$
|
162
|
$
|
(1,988
|
)
|
|||||
Depreciation and amortization
|
(28
|
)
|
(1,668
|
)
|
66
|
(1,630
|
)
|
|||||||||
Impairment of property
|
-
|
300
|
-
|
300
|
||||||||||||
Total operating expenses
|
$
|
(51
|
)
|
$
|
(3,495
|
)
|
$
|
228
|
$
|
(3,318
|
)
|
|
2014
|
|||||||||||||||
|
Corporate
|
USA
|
Brazil
|
Consolidated
|
||||||||||||
Interest income
|
$
|
-
|
$
|
-
|
$
|
115
|
$
|
115
|
||||||||
Interest expense
|
(7,949
|
)
|
-
|
(2,385
|
)
|
(10,334
|
)
|
|||||||||
Change in fair value of derivative warrant and conversion liabilities
|
(1,209
|
)
|
-
|
-
|
(1,209
|
)
|
||||||||||
Financing expense
|
(2,072
|
)
|
-
|
-
|
(2,072
|
)
|
||||||||||
Loss on extinguishment
|
(906
|
)
|
-
|
-
|
(906
|
)
|
||||||||||
Foreign currency exchange, net
|
-
|
-
|
(174
|
)
|
(174
|
)
|
||||||||||
Other
|
-
|
-
|
(587
|
)
|
(587
|
)
|
||||||||||
Other income (expense)
|
$
|
(12,136
|
)
|
$
|
-
|
$
|
(3,031
|
)
|
$
|
(15,167
|
)
|
|
2013
|
|||||||||||||||
|
Corporate
|
USA
|
Brazil
|
Consolidated
|
||||||||||||
Interest income
|
$
|
-
|
$
|
-
|
$
|
109
|
109
|
|||||||||
Interest expense
|
(1,950
|
)
|
-
|
(1,984
|
)
|
(3,934
|
)
|
|||||||||
Change in fair value of derivative warrant and conversion liabilities
|
(1,029
|
)
|
-
|
-
|
(1,029
|
)
|
||||||||||
Financing expense
|
(564
|
)
|
-
|
-
|
(564
|
)
|
||||||||||
Loss on extinguishment
|
(2,891
|
)
|
-
|
-
|
(2,891
|
)
|
||||||||||
Foreign currency exchange, net
|
-
|
-
|
(440
|
)
|
(440
|
)
|
||||||||||
Other
|
(41
|
)
|
-
|
(319
|
)
|
(360
|
)
|
|||||||||
Other income (expense)
|
$
|
(6,475
|
)
|
$
|
-
|
$
|
(2,634
|
)
|
$
|
(9,109
|
)
|
|
Favorable (Unfavorable) Change
|
|||||||||||||||
|
Corporate
|
USA
|
Brazil
|
Consolidated
|
||||||||||||
Interest income
|
$
|
-
|
$
|
-
|
$
|
6
|
$
|
6
|
||||||||
Interest expense
|
(5,999
|
)
|
-
|
(401
|
)
|
(6,400
|
)
|
|||||||||
Change in fair value of derivative warrant and conversion liabilities
|
(180
|
)
|
-
|
-
|
(180
|
)
|
||||||||||
Financing expense
|
(1,508
|
)
|
-
|
-
|
(1,508
|
)
|
||||||||||
Loss on extinguishment
|
1,985
|
-
|
-
|
1,985
|
||||||||||||
Foreign currency exchange, net
|
-
|
-
|
266
|
266
|
||||||||||||
Other
|
41
|
-
|
(268
|
)
|
(227
|
)
|
||||||||||
Other income (expense)
|
$
|
(5,661
|
)
|
$
|
-
|
$
|
(397
|
)
|
$
|
(6,058
|
)
|
2014
|
||||||||||||
Corporate
and USA
|
Brazil
|
Consolidated
|
||||||||||
Net loss
|
$
|
(16,123
|
)
|
$
|
(10,504
|
)
|
$
|
(26,627
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operations:
|
||||||||||||
Depreciation and amortization
|
3,211
|
3,338
|
6,549
|
|||||||||
Change in fair value of derivative warrant and conversion liabilities
|
1,209
|
-
|
1,209
|
|||||||||
Loss on extinguishment
|
906
|
-
|
906
|
|||||||||
Financing expense
|
2,072
|
-
|
2,072
|
|||||||||
Interest accreted
|
7,058
|
-
|
7,058
|
|||||||||
Other adjustments, net
|
(441
|
)
|
286
|
(155
|
)
|
|||||||
Changes in operating asset and liabilities:
|
(797
|
)
|
(282
|
)
|
(1,079
|
)
|
||||||
Net cash used in operating activities
|
$
|
(2,905
|
)
|
$
|
(7,162
|
)
|
$
|
(10,067
|
)
|
2013
|
||||||||||||
Corporate
and USA
|
Brazil
|
Consolidated
|
||||||||||
Net loss
|
$
|
(12,248
|
)
|
$
|
(5,392
|
)
|
$
|
(17,640
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operations:
|
||||||||||||
Depreciation and amortization
|
1,419
|
2,629
|
4,048
|
|||||||||
Change in fair value of derivative warrant and conversion liabilities
|
1,029
|
-
|
1,029
|
|||||||||
Loss on extinguishment
|
2,891
|
-
|
2,891
|
|||||||||
Financing expense
|
564
|
-
|
564
|
|||||||||
Impairment of property
|
300
|
-
|
300
|
|||||||||
Interest accreted
|
315
|
-
|
315
|
|||||||||
Other adjustments, net
|
605
|
(1,157
|
)
|
(552
|
)
|
|||||||
Changes in operating asset and liabilities:
|
1,486
|
2,357
|
3,843
|
|||||||||
Net cash used in operating activities
|
$
|
(3,639
|
)
|
$
|
(1,563
|
)
|
$
|
(5,202
|
)
|
2014
|
2013
|
|||||||
ASSETS
|
|
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
3,610
|
$
|
5,091
|
||||
Restricted cash
|
1,920
|
1,920
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $574 and $501 (variable interest entity restricted $1,980 and $1,967)
|
3,055
|
2,673
|
||||||
Inventories
|
3,508
|
2,430
|
||||||
Operating taxes recoverable
|
737
|
585
|
||||||
Deferred tax asset
|
171
|
-
|
||||||
Deposits and other current assets
|
1,071
|
833
|
||||||
Total current assets
|
14,072
|
13,532
|
||||||
Property, net (variable interest entity restricted $3,727 and $4,969)
|
24,753
|
24,958
|
||||||
Goodwill
|
4,431
|
4,139
|
||||||
Intangible assets, net
|
2,740
|
1,417
|
||||||
Other long-term assets
|
88
|
532
|
||||||
Total assets
|
$
|
46,084
|
$
|
44,578
|
||||
LIABILITIES, TEMPORARY EQUITY AND EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
3,286
|
$
|
4,489
|
||||
Accrued salary, wages and benefits
|
2,206
|
2,610
|
||||||
Accrued expenses
|
4,257
|
3,089
|
||||||
Other liabilities
|
573
|
523
|
||||||
Current maturities of debt (variable interest entity nonrecourse $4,758 and $6,262)
|
4,808
|
8,250
|
||||||
Total current liabilities
|
15,130
|
18,961
|
||||||
Long-term debt, less current portion (variable interest entity nonrecourse $6,203 and $6,658)
|
11,288
|
10,919
|
||||||
Derivative warrant liabilities
|
955
|
1,685
|
||||||
Deferred tax liability
|
396
|
-
|
||||||
Total liabilities
|
27,769
|
31,565
|
||||||
Commitments and contingencies
|
||||||||
Temporary Equity - Redeemable noncontrolling interest in Nutra SA
|
2,643
|
7,177
|
||||||
Equity:
|
||||||||
Equity attributable to RiceBran Technologies shareholders:
|
||||||||
Preferred stock, 20,000,000 shares authorized and none issued
|
-
|
-
|
||||||
Common stock, no par value, 25,000,000 shares authorized, 9,383,571 and 2,832,014 shares issued and outstanding
|
261,299
|
227,513
|
||||||
Accumulated deficit
|
(242,470
|
)
|
(219,441
|
)
|
||||
Accumulated other comprehensive loss
|
(3,157
|
)
|
(2,236
|
)
|
||||
Total equity attributable to RiceBran Technologies shareholders
|
15,672
|
5,836
|
||||||
Total liabilities, temporary equity and equity
|
$
|
46,084
|
$
|
44,578
|
2014
|
2013
|
|||||||
Revenues
|
$
|
40,108
|
$
|
35,051
|
||||
Cost of goods sold
|
35,639
|
31,106
|
||||||
Gross profit
|
4,469
|
3,945
|
||||||
Operating expenses:
|
||||||||
Selling, general and administrative
|
14,354
|
12,366
|
||||||
Depreciation and amortization
|
2,879
|
1,249
|
||||||
Impairment of property
|
-
|
300
|
||||||
Total operating expenses
|
17,233
|
13,915
|
||||||
Loss from operations
|
(12,764
|
)
|
(9,970
|
)
|
||||
Other income (expense):
|
||||||||
Interest income
|
115
|
109
|
||||||
Interest expense - accreted on debt converted to equity
|
(6,323
|
)
|
-
|
|||||
Interest expense - other
|
(4,011
|
)
|
(3,934
|
)
|
||||
Change in fair value of derivative warrant and conversion liabilities
|
(1,209
|
)
|
(1,029
|
)
|
||||
Financing expense
|
(2,072
|
)
|
(564
|
)
|
||||
Loss on extinguishment
|
(906
|
)
|
(2,891
|
)
|
||||
Foreign currency exchange, net
|
(174
|
)
|
(440
|
)
|
||||
Other income
|
12
|
13
|
||||||
Other expense
|
(599
|
)
|
(373
|
)
|
||||
Total other income (expense)
|
(15,167
|
)
|
(9,109
|
)
|
||||
Loss before income taxes
|
(27,931
|
)
|
(19,079
|
)
|
||||
Income tax benefit
|
1,304
|
1,439
|
||||||
Net loss
|
(26,627
|
)
|
(17,640
|
)
|
||||
Net loss attributable to noncontrolling interest in Nutra SA
|
3,598
|
2,619
|
||||||
Net loss attributable to RiceBran Technologies shareholders
|
$
|
(23,029
|
)
|
$
|
(15,021
|
)
|
||
Loss per share attributable to RiceBran Technologies shareholders
|
||||||||
Basic
|
$
|
(3.96
|
)
|
$
|
(12.95
|
)
|
||
Diluted
|
$
|
(3.96
|
)
|
$
|
(12.95
|
)
|
||
Weighted average number of shares outstanding
|
||||||||
Basic
|
5,809,364
|
1,160,196
|
||||||
Diluted
|
5,809,364
|
1,160,196
|
2014
|
2013
|
|||||||
Net loss
|
$
|
(26,627
|
)
|
$
|
(17,640
|
)
|
||
Other comprehensive loss - foreign currency translation, net of tax
|
(1,404
|
)
|
(1,362
|
)
|
||||
Comprehensive loss, net of tax
|
(28,031
|
)
|
(19,002
|
)
|
||||
Comprehensive loss attributable to noncontrolling interest, net of tax
|
4,081
|
3,285
|
||||||
Total comprehensive loss attributable to RiceBran Technologies shareholders
|
$
|
(23,950
|
)
|
$
|
(15,717
|
)
|
Common Stock
|
Accumulated
|
Accumulated
Other Comp-
|
Total
|
|||||||||||||||||
Shares
|
Amount
|
Deficit
|
rehensive Loss
|
Equity
|
||||||||||||||||
Balance, January 1, 2013
|
1,038,080
|
$
|
210,396
|
$
|
(204,420
|
)
|
$
|
(1,540
|
)
|
$
|
4,436
|
|||||||||
Share-based compensation, employees and directors
|
-
|
538
|
-
|
-
|
538
|
|||||||||||||||
Stock and warrant offering proceeds, net
|
1,714,286
|
7,617
|
-
|
-
|
7,617
|
|||||||||||||||
Conversion of senior debenture
|
28,429
|
500
|
-
|
-
|
500
|
|||||||||||||||
Common stock issued for fees and services
|
48,556
|
744
|
-
|
-
|
744
|
|||||||||||||||
Warrants issued for fees and services
|
-
|
204
|
-
|
-
|
204
|
|||||||||||||||
Future shares issuance in the exchange for warrants
|
-
|
7,514
|
-
|
-
|
7,514
|
|||||||||||||||
Reverse split, impact of rounding
|
2,663
|
-
|
-
|
-
|
-
|
|||||||||||||||
Foreign currency translation
|
-
|
-
|
-
|
(696
|
)
|
(696
|
)
|
|||||||||||||
Net loss
|
-
|
-
|
(15,021
|
)
|
-
|
(15,021
|
)
|
|||||||||||||
Balance, December 31, 2013
|
2,832,014
|
227,513
|
(219,441
|
)
|
(2,236
|
)
|
5,836
|
|||||||||||||
Share-based compensation, employees and directors
|
281,620
|
729
|
-
|
-
|
729
|
|||||||||||||||
Stock and warrant offering proceeds, net
|
2,786,781
|
13,296
|
-
|
-
|
13,296
|
|||||||||||||||
Warrant issued in private placement offering
|
-
|
430
|
-
|
-
|
430
|
|||||||||||||||
Issuance of shares to former warrant holders and a note holder
|
1,688,985
|
-
|
-
|
-
|
-
|
|||||||||||||||
Debt conversions
|
1,724,461
|
10,109
|
-
|
-
|
10,109
|
|||||||||||||||
Change in classification of warrants to equity from liability
|
-
|
8,902
|
-
|
-
|
8,902
|
|||||||||||||||
Other
|
69,710
|
320
|
-
|
-
|
320
|
|||||||||||||||
Foreign currency translation
|
-
|
-
|
-
|
(921
|
)
|
(921
|
)
|
|||||||||||||
Net loss
|
-
|
-
|
(23,029
|
)
|
-
|
(23,029
|
)
|
|||||||||||||
Balance, December 31, 2014
|
9,383,571
|
$
|
261,299
|
$
|
(242,470
|
)
|
$
|
(3,157
|
)
|
$
|
15,672
|
2014
|
2013
|
|||||||
Cash flow from operating activities:
|
||||||||
Net loss
|
$
|
(26,627
|
)
|
$
|
(17,640
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
3,956
|
3,025
|
||||||
Amortization
|
2,593
|
1,023
|
||||||
Provision for doubtful accounts receivable
|
251
|
226
|
||||||
Share-based compensation, employees and directors
|
729
|
538
|
||||||
Interest accreted
|
7,058
|
315
|
||||||
Change in fair value of derivative warrant and conversion liabilities
|
1,209
|
1,029
|
||||||
Loss on extinguishment
|
906
|
2,891
|
||||||
Financing expense
|
2,072
|
564
|
||||||
Impairment of property
|
-
|
300
|
||||||
Deferred tax benefit
|
(1,304
|
)
|
(1,248
|
)
|
||||
Other
|
169
|
(68
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(766
|
)
|
256
|
|||||
Inventories
|
(138
|
)
|
(561
|
)
|
||||
Accounts payable and accrued expenses
|
(215
|
)
|
3,383
|
|||||
Other
|
40
|
765
|
||||||
Net cash used in operating activities
|
(10,067
|
)
|
(5,202
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Acquisition of HN, net of cash acquired
|
(725
|
)
|
-
|
|||||
Purchases of property
|
(5,423
|
)
|
(3,119
|
)
|
||||
Proceeds from sales of property
|
23
|
829
|
||||||
Payment for license
|
-
|
(1,200
|
)
|
|||||
Net cash used in investing activities
|
(6,125
|
)
|
(3,490
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Payments of debt
|
(18,971
|
)
|
(18,404
|
)
|
||||
Proceeds from issuance of debt
|
15,699
|
20,218
|
||||||
Proceeds from issuance of convertible debt and related warrants, net of costs
|
5,379
|
575
|
||||||
Proceeds from issuance of common stock and warrants, net of costs
|
13,296
|
7,617
|
||||||
Proceeds from sale of membership interests in Nutra SA, net of costs
|
120
|
1,200
|
||||||
Proceeds from sale of membership interests in RBT PRO, net of costs
|
-
|
1,200
|
||||||
Change in accumulated Yield in Nutra SA
|
(573
|
)
|
-
|
|||||
Other
|
124
|
408
|
||||||
Net cash provided by financing activities
|
15,074
|
12,814
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(363
|
)
|
(71
|
)
|
||||
Net change in cash and cash equivalents
|
(1,481
|
)
|
4,051
|
|||||
Cash and cash equivalents, beginning of year
|
5,091
|
1,040
|
||||||
Cash and cash equivalents, end of year
|
$
|
3,610
|
$
|
5,091
|
||||
Supplemental disclosures:
|
||||||||
Cash paid for interest
|
$
|
2,628
|
$
|
2,537
|
||||
Cash paid for income taxes
|
-
|
-
|
2014
|
2013
|
|||||||
NUMERATOR (in thousands):
|
||||||||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
|
$
|
(23,029
|
)
|
$
|
(15,021
|
)
|
||
DENOMINATOR:
|
||||||||
Basic EPS - weighted average number of shares outstanding
|
5,809,364
|
1,160,196
|
||||||
Effect of dilutive securities outstanding
|
-
|
-
|
||||||
Diluted EPS - weighted average number of shares outstanding
|
5,809,364
|
1,160,196
|
||||||
|
||||||||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive-Stock options (average exercise price of $18.56 and $26.90 )
|
201,584
|
179,493
|
||||||
Warrants (average exercise price of $5.92 and $17.71)
|
4,651,380
|
809,311
|
||||||
Convertible debt
|
-
|
414,683
|
||||||
Nonvested Stock
|
87,167
|
-
|
Cash
|
$
|
1,800
|
||
Cash holdback for contingencies
|
200
|
|||
Convertible notes payable
|
2,785
|
|||
Total fair value of consideration transferred
|
4,785
|
|||
Financial assets, including acquired cash of $1,075
|
1,314
|
|||
Inventories
|
1,109
|
|||
Property
|
963
|
|||
Identified intangible asset
|
3,847
|
|||
Deferred income taxes, net
|
(1,529
|
)
|
||
Financial liabilities
|
(1,709
|
)
|
||
Net recognized amounts of identifiable assets acquired
|
3,995
|
|||
Goodwill - USA segment
|
$
|
790
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
Cash and cash equivalents
|
$
|
269
|
$
|
1,686
|
||||
Other current assets (restricted $1,980 and $1,967)
|
4,735
|
4,546
|
||||||
Property, net (restricted $3,727 and $4,969)
|
15,258
|
17,672
|
||||||
Goodwill and intangibles, net
|
3,722
|
4,812
|
||||||
Other noncurrent assets
|
34
|
27
|
||||||
Total assets
|
$
|
24,018
|
$
|
28,743
|
||||
Current liabilities
|
$
|
5,346
|
$
|
6,514
|
||||
Current portion of long-term debt (nonrecourse)
|
4,758
|
6,262
|
||||||
Long-term debt, less current portion (nonrecourse)
|
6,203
|
6,658
|
||||||
Total liabilities
|
$
|
16,307
|
$
|
19,434
|
2014
|
2013
|
|||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period
|
$
|
7,177
|
$
|
9,262
|
||||
Investors' interest in net loss of Nutra SA
|
(3,598
|
)
|
(2,619
|
)
|
||||
Investors' interest in accumulated other comprehensive loss of Nutra SA
|
(483
|
)
|
(666
|
)
|
||||
Investors' purchase of additional units
|
120
|
1,200
|
||||||
Accumulated Yield classified as other current liability
|
(573
|
)
|
-
|
|||||
Redeemable noncontrolling interest in Nutra SA, end of period
|
$
|
2,643
|
$
|
7,177
|
||||
Investors' average interest in Nutra SA during the period
|
40.0
|
%
|
49.0
|
%
|
||||
Investors' interest in Nutra SA as of period end
|
34.7
|
%
|
45.9
|
%
|
As of December 31,
|
||||||||
2014
|
2013
|
|||||||
Finished goods
|
$
|
1,103
|
$
|
1,194
|
||||
Work in process
|
380
|
546
|
||||||
Raw materials
|
1,441
|
441
|
||||||
Packaging supplies
|
584
|
249
|
||||||
Total inventories
|
$
|
3,508
|
$
|
2,430
|
As of December 31,
|
|||||||||
2014
|
2013
|
Estimated Useful Lives
|
|||||||
Land
|
$
|
364
|
$
|
382
|
|||||
Furniture and fixtures
|
539
|
553
|
5-10 years
|
||||||
Plant
|
15,942
|
14,582
|
25-30 years, or life of lease
|
||||||
Computer and software
|
1,701
|
1,437
|
3-5 years
|
||||||
Leasehold improvements
|
568
|
200
|
4-7 years or life of lease
|
||||||
Machinery and equipment
|
21,519
|
14,557
|
5-10 years
|
||||||
Construction in progress
|
-
|
7,517
|
|||||||
Subtotal
|
40,633
|
39,228
|
|||||||
Less accumulated depreciation
|
15,880
|
14,270
|
|||||||
Property, net
|
$
|
24,753
|
$
|
24,958
|
USA Segment
|
Brazil Segment
|
Total
|
||||||||||||||||||||||
Patents
|
Trademarks
|
Customer
Lists
|
Trademarks
|
Customer
Lists
|
Intangible
Assets
|
|||||||||||||||||||
December 31, 2014
|
||||||||||||||||||||||||
Cost
|
$
|
1,697
|
$
|
76
|
$
|
6,524
|
$
|
2,607
|
$
|
953
|
$
|
11,857
|
||||||||||||
Accumulated amortization
|
(1,296
|
)
|
-
|
(4,343
|
)
|
(2,547
|
)
|
(931
|
)
|
(9,117
|
)
|
|||||||||||||
Net book value
|
$
|
401
|
$
|
76
|
$
|
2,181
|
$
|
60
|
$
|
22
|
$
|
2,740
|
||||||||||||
December 31, 2013
|
||||||||||||||||||||||||
Cost
|
$
|
1,697
|
$
|
48
|
$
|
2,677
|
$
|
2,964
|
$
|
1,084
|
$
|
8,470
|
||||||||||||
Accumulated amortization
|
(1,170
|
)
|
(41
|
)
|
(2,466
|
)
|
(2,472
|
)
|
(904
|
)
|
(7,053
|
)
|
||||||||||||
Net book value
|
$
|
527
|
$
|
7
|
$
|
211
|
$
|
492
|
$
|
180
|
$
|
1,417
|
||||||||||||
Estimated useful lives
|
17 years
|
Indefinite
|
3 - 7 years
|
7 years
|
7 years
|
2014
|
2013
|
|||||||
Goodwill, beginning of period
|
$
|
4,139
|
$
|
4,773
|
||||
USA Segment - Acquisition of HN
|
790
|
-
|
||||||
Brazil segment - Effect of foreign currency translation
|
(498
|
)
|
(634
|
)
|
||||
Goodwill, end of period
|
$
|
4,431
|
$
|
4,139
|
Options
|
Equity and Liability Warrants
|
|||||||||||||||||||||||
Shares
Under
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Shares Under
Warrants
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|||||||||||||||||||
Outstanding, January 1, 2013
|
169,254
|
$
|
32.00
|
6.3
|
806,769
|
$
|
24.00
|
3.5
|
||||||||||||||||
Granted
|
40,000
|
15.38
|
1,859,111
|
6.85
|
||||||||||||||||||||
Impact of anti-dilution clauses
|
-
|
NA
|
385,292
|
NA
|
||||||||||||||||||||
Impact of amendment
|
-
|
NA
|
(496,061
|
)
|
NA
|
|||||||||||||||||||
Exercised
|
-
|
NA
|
-
|
-
|
||||||||||||||||||||
Forfeited, expired or cancelled
|
(29,817
|
)
|
50.58
|
(148,829
|
)
|
66.92
|
||||||||||||||||||
Outstanding, December 31, 2013
|
179,437
|
24.28
|
6.2
|
2,406,282
|
6.33
|
4.5
|
||||||||||||||||||
Granted or issued
|
141,134
|
4.77
|
4,262,436
|
5.44
|
||||||||||||||||||||
Exercised
|
-
|
NA
|
-
|
-
|
||||||||||||||||||||
Forfeited, expired or cancelled
|
(50,929
|
)
|
34.61
|
(164,759
|
)
|
5.24
|
||||||||||||||||||
Outstanding, December 31, 2014
|
269,642
|
$
|
12.12
|
7.9
|
6,503,959
|
$
|
5.77
|
4.3
|
||||||||||||||||
Exercisable, December 31, 2014
|
138,671
|
$
|
18.50
|
6.2
|
5,322,264
|
$
|
5.88
|
4.1
|
2014
|
2013
|
|||||||
Stock Options:
|
||||||||
Consultants
|
$
|
4
|
$
|
16
|
||||
Directors
|
11
|
262
|
||||||
Employees
|
132
|
127
|
||||||
Executive officers
|
136
|
133
|
||||||
Stock:
|
||||||||
Directors
|
332
|
-
|
||||||
Executive officers
|
114
|
-
|
||||||
Total share-based compensation expense
|
$
|
729
|
$
|
538
|
Employees and Directors
|
Consultants
|
|||||||||||||||||||
Shares
Underlying
Options
|
Weighted
Average
Exercise
Price
|
Shares
Underlying
Options
|
Weighted
Average
Exercise
Price
|
Total
Shares
Underlying
Options
|
||||||||||||||||
Outstanding, January 1, 2013
|
158,304
|
$
|
26.00
|
10,950
|
$
|
106.00
|
169,254
|
|||||||||||||
Granted
|
38,750
|
15.36
|
1,250
|
16.00
|
40,000
|
|||||||||||||||
Forfeited, expired or cancelled
|
(27,317
|
)
|
27.75
|
(2,500
|
)
|
300.00
|
(29,817
|
)
|
||||||||||||
Exercised
|
-
|
NA
|
-
|
NA
|
-
|
|||||||||||||||
Outstanding, December 31, 2013
|
169,737
|
$
|
23.13
|
9,700
|
$
|
44.45
|
179,437
|
|||||||||||||
Granted
|
141,134
|
4.77
|
-
|
NA
|
141,134
|
|||||||||||||||
Forfeited, expired or cancelled
|
(50,929
|
)
|
34.61
|
-
|
NA
|
(50,929
|
)
|
|||||||||||||
Exercised
|
-
|
NA
|
-
|
NA
|
-
|
|||||||||||||||
Outstanding, December 31, 2014
|
259,942
|
$
|
10.91
|
9,700
|
$
|
44.45
|
269,642
|
|||||||||||||
Exercisable, December 31, 2014
|
129,539
|
$
|
16.80
|
9,132
|
$
|
42.62
|
138,671
|
2014
|
2013
|
|||||||
Assumed volatility
|
119.9%
|
119.2%-122.3%
|
|
|||||
(121.1% weighted average)
|
||||||||
Assumed risk free interest rate
|
1.7%
|
|
0.7%-1.4%
|
|
||||
(0.9% weighted average)
|
||||||||
Average expected life of options (in years)
|
6.2
|
6.2
|
||||||
Expected dividends
|
-
|
-
|
||||||
Forfeiture rate
|
5%
|
|
5%
|
|
As of December 31, 2014
|
||||||||||||||||||||||||||
Outstanding
|
Exercisable
|
|||||||||||||||||||||||||
Range of Exercise
Prices
|
Shares
Underlying
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Shares
Underlying
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
||||||||||||||||||||
$
|
4.77
|
141,134
|
$
|
4.77
|
9.6
|
15,671
|
$
|
4.77
|
9.6
|
|||||||||||||||||
$
|
6.00 -$16.00
|
116,217
|
15.79
|
6.1
|
111,277
|
15.79
|
6.1
|
|||||||||||||||||||
$
|
28.00
|
1,457
|
28.00
|
7.2
|
1,457
|
28.00
|
7.2
|
|||||||||||||||||||
$
|
40.00
|
2,834
|
40.00
|
6.8
|
2,834
|
40.00
|
6.8
|
|||||||||||||||||||
$
|
60.00
|
5,000
|
60.00
|
0.1
|
5,000
|
60.00
|
0.1
|
|||||||||||||||||||
$
|
74.00
|
2,500
|
74.00
|
6.2
|
1,932
|
74.00
|
6.2
|
|||||||||||||||||||
$
|
242.00
|
500
|
242.00
|
1.0
|
500
|
242.00
|
1.0
|
|||||||||||||||||||
$
|
4.77 to $242.00
|
269,642
|
$
|
12.12
|
7.9
|
138,671
|
$
|
18.50
|
6.2
|
Equity Warrants
|
Liability Warrants
|
|||||||||||||||||||||||
Shares
Underlying
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Shares
Underlying
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|||||||||||||||||||
Balance, January 1, 2013
|
5,756
|
$
|
90.00
|
2.4
|
801,013
|
$
|
24.00
|
3.5
|
||||||||||||||||
Granted
|
1,820,711
|
7
|
38,400
|
16.00
|
||||||||||||||||||||
Impact of antidilution clauses
|
-
|
NA
|
385,292
|
NA
|
||||||||||||||||||||
Impact of amendment
|
(8,711
|
)
|
NA
|
(487,350
|
)
|
NA
|
||||||||||||||||||
Exercised
|
-
|
NA
|
-
|
NA
|
||||||||||||||||||||
Forfeited, expired or cancelled
|
(2,722
|
)
|
137.60
|
(146,107
|
)
|
65.60
|
||||||||||||||||||
Outstanding, December 31, 2013
|
1,815,034
|
6.69
|
5.0
|
591,248
|
5.24
|
2.9
|
||||||||||||||||||
Granted
|
4,262,436
|
5.44
|
-
|
NA
|
||||||||||||||||||||
Exercised
|
-
|
NA
|
-
|
NA
|
||||||||||||||||||||
Forfeited, expired or cancelled
|
-
|
NA
|
(164,759
|
)
|
5.24
|
|||||||||||||||||||
Outstanding, December 31, 2014
|
6,077,470
|
$
|
5.81
|
4.4
|
426,489
|
$
|
5.24
|
2.9
|
||||||||||||||||
Exercisable, December 31, 2014
|
4,895,775
|
$
|
5.94
|
4.2
|
426,489
|
$
|
5.24
|
2.9
|
Outstanding
|
Exercisable
|
||||||||||||||||||||||||||
Range of Exercise
Prices
|
Type of
Warrant
|
Shares
Under
Warrants
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Shares
Under
Warrants
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
||||||||||||||||||||
$
|
5.24
|
Liability (1)
|
426,489
|
$
|
5.24
|
2.9
|
426,489
|
$
|
5.24
|
2.9
|
|||||||||||||||||
$
|
5.25 to $5.87
|
Equity
|
4,006,670
|
5.37
|
4.6
|
2,824,975
|
5.41
|
4.3
|
|||||||||||||||||||
$
|
6.55 to $6.63
|
Equity
|
2,055,767
|
6.55
|
4.0
|
2,055,767
|
6.55
|
4.0
|
|||||||||||||||||||
$
|
16.00 to $16.80
|
Equity
|
12,004
|
16.40
|
3.5
|
12,004
|
16.40
|
3.5
|
|||||||||||||||||||
$
|
46.80
|
Equity
|
3,029
|
46.80
|
1.9
|
3,029
|
46.80
|
1.9
|
|||||||||||||||||||
6,503,959
|
$
|
5.77
|
4.3
|
5,322,264
|
$
|
5.88
|
4.1
|
(1) | The warrants contain full ratchet anti-dilution provisions . |
2014
|
2013
|
|||||||
Corporate segment:
|
||||||||
Senior revolving note, net
|
$
|
-
|
$
|
1,988
|
||||
Subordinated notes, net
|
4,978
|
4,262
|
||||||
Other
|
157
|
-
|
||||||
5,135
|
6,250
|
|||||||
Brazil segment:
|
||||||||
Capital expansion loans
|
3,629
|
4,795
|
||||||
Working capital lines of credit
|
2,408
|
3,213
|
||||||
Advances on customer export orders
|
1,810
|
2,386
|
||||||
Special tax programs
|
3,016
|
2,351
|
||||||
Other
|
98
|
174
|
||||||
10,961
|
12,919
|
|||||||
Total debt
|
16,096
|
19,169
|
||||||
Current portion
|
4,808
|
8,250
|
||||||
Long-term portion
|
$
|
11,288
|
$
|
10,919
|
Corporate
Segment
|
Brazil
Segment
|
Total
|
||||||||||
2015
|
50
|
4,758
|
4,808
|
|||||||||
2016
|
6,591
|
1,045
|
7,636
|
|||||||||
2017
|
64
|
822
|
886
|
|||||||||
2018
|
-
|
764
|
764
|
|||||||||
2019
|
-
|
699
|
699
|
|||||||||
Thereafter
|
-
|
2,873
|
2,873
|
|||||||||
6,705
|
10,961
|
17,666
|
||||||||||
Discount
|
(1,570
|
)
|
-
|
(1,570
|
)
|
|||||||
Total debt
|
$
|
5,135
|
$
|
10,961
|
$
|
16,096
|
As of December 31,
|
||||||||
2014
|
2013
|
|||||||
United States
|
||||||||
Net operating loss carryforwards
|
$
|
2,503
|
$
|
43,328
|
||||
Gain on sale of membership interests in Nutra SA
|
369
|
403
|
||||||
Stock options and warrants
|
625
|
1,199
|
||||||
Intangible assets
|
(797
|
)
|
1,194
|
|||||
Property
|
(80
|
)
|
6,832
|
|||||
Capitalized expenses
|
525
|
652
|
||||||
Debt and deferred financing
|
(116
|
)
|
(112
|
)
|
||||
Other
|
642
|
451
|
||||||
Net deferred tax assets
|
3,671
|
53,947
|
||||||
Less: Valuation allowance
|
(3,896
|
)
|
(53,947
|
)
|
||||
Deferred tax asset (liability)
|
(225
|
)
|
-
|
|||||
Brazil
|
||||||||
Intangible assets
|
(28
|
)
|
(228
|
)
|
||||
Property
|
(1,141
|
)
|
(1,555
|
)
|
||||
Net operating loss carryforwards
|
4,666
|
2,381
|
||||||
Other
|
370
|
285
|
||||||
Net deferred tax assets
|
3,867
|
883
|
||||||
Less: Valuation allowance
|
(3,867
|
)
|
(883
|
)
|
||||
Deferred tax asset (liability)
|
$
|
-
|
$
|
-
|
||||
Deferred tax asset - current
|
$
|
171
|
$
|
-
|
||||
Deferred tax liability - long-term
|
(396
|
)
|
-
|
|||||
$
|
(225
|
)
|
$
|
-
|
2014
|
2013
|
|||||||
Foreign
|
$
|
(10,504
|
)
|
$
|
(6,832
|
)
|
||
Domestic
|
(17,427
|
)
|
(12,247
|
)
|
||||
Loss before income taxes
|
$
|
(27,931
|
)
|
$
|
(19,079
|
)
|
2014
|
2013
|
|||||||
Income tax benefit at federal statutory rate
|
$
|
(9,496
|
)
|
$
|
(6,487
|
)
|
||
Increase (decrease) resulting from:
|
||||||||
State tax benefit, net of federal tax effect
|
(206
|
)
|
(653
|
)
|
||||
Change in valuation allowance
|
(46,511
|
)
|
4,927
|
|||||
Adjustment to intangible deferred balances
|
484
|
-
|
||||||
Adjustment to fixed asset deferred balance
|
7,450
|
-
|
||||||
Reduction in deferred balances for forfeited, expired or cancelled options
|
597
|
255
|
||||||
Expiration of U.S. net operating losses
|
41,756
|
415
|
||||||
Nontaxable fair value adjustment
|
411
|
350
|
||||||
Nondeductible convertible debt issuance expenses
|
3,179
|
521
|
||||||
Impact of state rate changes
|
917
|
(677
|
)
|
|||||
Nondeductible expenses
|
37
|
6
|
||||||
Adjustments to Brazil deferred balances
|
15
|
-
|
||||||
Adjustments to U.S. deferred balances
|
63
|
(96
|
)
|
|||||
Income tax benefit
|
$
|
(1,304
|
)
|
$
|
(1,439
|
)
|
2014
|
||||||||||||||||
Corporate
|
USA
|
Brazil
|
Consolidated
|
|||||||||||||
Revenues
|
$
|
-
|
$
|
23,096
|
$
|
17,012
|
$
|
40,108
|
||||||||
Cost of goods sold
|
-
|
16,124
|
19,515
|
35,639
|
||||||||||||
Gross profit
|
-
|
6,972
|
(2,503
|
)
|
4,469
|
|||||||||||
Depreciation and amortization (in selling, general and administrative)
|
(52
|
)
|
(2,137
|
)
|
(690
|
)
|
(2,879
|
)
|
||||||||
Other operating expenses
|
(5,941
|
)
|
(4,133
|
)
|
(4,280
|
)
|
(14,354
|
)
|
||||||||
Income (loss) from operations
|
$
|
(5,993
|
)
|
$
|
702
|
$
|
(7,473
|
)
|
$
|
(12,764
|
)
|
|||||
Net income (loss) attributable to RiceBran Technologies shareholders
|
$
|
(16,825
|
)
|
$
|
702
|
$
|
(6,906
|
)
|
$
|
(23,029
|
)
|
|||||
Interest expense
|
(7,949
|
)
|
-
|
(2,385
|
)
|
(10,334
|
)
|
|||||||||
Depreciation (in cost of goods sold)
|
-
|
(1,022
|
)
|
(2,648
|
)
|
(3,670
|
)
|
|||||||||
Purchases of property
|
152
|
2,251
|
3,020
|
5,423
|
||||||||||||
Property, net, end of period
|
135
|
9,360
|
15,258
|
24,753
|
||||||||||||
Goodwill, end of period
|
-
|
790
|
3,641
|
4,431
|
||||||||||||
Intangible assets, net, end of period
|
-
|
2,658
|
82
|
2,740
|
||||||||||||
Total assets, end of period
|
4,212
|
17,854
|
24,018
|
46,084
|
2013
|
||||||||||||||||
Corporate
|
USA
|
Brazil
|
Consolidated
|
|||||||||||||
Revenues
|
$
|
-
|
$
|
12,023
|
$
|
23,028
|
$
|
35,051
|
||||||||
Cost of goods sold
|
-
|
9,078
|
22,028
|
31,106
|
||||||||||||
Gross profit
|
-
|
2,945
|
1,000
|
3,945
|
||||||||||||
Depreciation and amortization (in selling, general and administrative)
|
(24
|
)
|
(469
|
)
|
(756
|
)
|
(1,249
|
)
|
||||||||
Impairment of property
|
-
|
(300
|
)
|
-
|
(300
|
)
|
||||||||||
Other operating expenses
|
(5,918
|
)
|
(2,006
|
)
|
(4,442
|
)
|
(12,366
|
)
|
||||||||
Income (loss) from operations
|
$
|
(5,942
|
)
|
$
|
170
|
$
|
(4,198
|
)
|
$
|
(9,970
|
)
|
|||||
Net income (loss) attributable to RiceBran Technologies shareholders
|
$
|
(12,418
|
)
|
$
|
170
|
$
|
(2,773
|
)
|
$
|
(15,021
|
)
|
|||||
Interest expense
|
(1,950
|
)
|
-
|
(1,984
|
)
|
(3,934
|
)
|
|||||||||
Depreciation (in cost of goods sold)
|
-
|
(926
|
)
|
(1,873
|
)
|
(2,799
|
)
|
|||||||||
Purchases of property
|
21
|
191
|
2,907
|
3,119
|
||||||||||||
Property, net, end of period
|
55
|
7,231
|
17,672
|
24,958
|
||||||||||||
Goodwill, end of period
|
-
|
-
|
4,139
|
4,139
|
||||||||||||
Intangible assets, net, end of period
|
-
|
745
|
672
|
1,417
|
||||||||||||
Total assets, end of period
|
6,039
|
9,796
|
28,743
|
44,578
|
2014
|
2013
|
|||||||
United States
|
$
|
21,381
|
$
|
12,869
|
||||
Brazil
|
14,257
|
17,861
|
||||||
Other international
|
4,470
|
4,321
|
||||||
Total revenues
|
$
|
40,108
|
$
|
35,051
|
●
|
Level 1 – inputs include quoted prices for identical instruments and are the most observable. |
●
|
Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves. |
●
|
Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. |
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||
December 31, 2014
|
|||||||||||||||||
Derivative warrant liabilities
|
(1)
|
$
|
-
|
$
|
-
|
$
|
(955
|
)
|
$
|
(955
|
)
|
||||||
Total liabilities at fair value
|
$
|
-
|
$
|
-
|
$
|
(955
|
)
|
$
|
(955
|
)
|
|||||||
December 31, 2013
|
|||||||||||||||||
Derivative warrant liabilities
|
(1)
|
$
|
-
|
$
|
-
|
$
|
(1,685
|
)
|
$
|
(1,685
|
)
|
||||||
Total liabilities at fair value
|
$
|
-
|
$
|
-
|
$
|
(1,685
|
)
|
$
|
(1,685
|
)
|
(1) | These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. |
December 31, 2014
|
December 31, 2013
|
|||||||
Risk-free interest rate
|
0.1% - 1.0%
|
0.1% - 0.6%
|
|
|||||
(0.7% weighted average)
|
(0.5% weighted average)
|
|||||||
Expected volatility
|
95%
|
|
107%
|
|
Fair Value
as of
Beginning
of Period
|
Total
Realized
and
Unrealized
Gains
(Losses)
|
Issuance of
New
Instruments
|
Net
Transfers
(Into) Out of
Level 3
|
Fair Value,
at End of
Period
|
Change in
Unrealized
Gains
(Losses) on
Instruments
Still Held
|
|||||||||||||||||||
2014
|
(1
|
)
|
||||||||||||||||||||||
Derivative warrant liability
|
$
|
(1,685
|
)
|
$
|
(1,151
|
)
|
$
|
(7,021
|
)
|
$
|
8,902
|
(2)
|
$
|
(955
|
)
|
$
|
546
|
|||||||
Derivative conversion liability
|
-
|
(58
|
)
|
(589
|
)
|
647
|
(3)
|
-
|
NA
|
|||||||||||||||
Total Level 3 fair value
|
$
|
(1,685
|
)
|
$
|
(1,209
|
)
|
$
|
(7,610
|
)
|
$
|
9,549
|
$
|
(955
|
)
|
$
|
546
|
||||||||
2013
|
(1
|
)
|
||||||||||||||||||||||
Derivative warrant liability
|
$
|
(4,520
|
)
|
$
|
(950
|
)
|
$
|
(575
|
)
|
$
|
4,360
|
(4)
|
$
|
(1,685
|
)
|
$
|
(372
|
)
|
||||||
Derivative conversion liability
|
(2,199
|
)
|
(80
|
)
|
(598
|
)
|
2,877
|
(5)
|
-
|
NA
|
||||||||||||||
Total Level 3 fair value
|
$
|
(6,719
|
)
|
$
|
(1,030
|
)
|
$
|
(1,173
|
)
|
$
|
7,237
|
$
|
(1,685
|
)
|
$
|
(372
|
)
|
(1) | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. |
(2) | Represents transfers to equity as a result of increases in authorized and unissued shares of common stock available for settlement of certain warrants. |
(3) | Represents reduction in conversion liability as a result of debt conversions. |
(4) | Represents fair value of warrants cancelled in connection with the Exchange. |
(5) | Represents $2.8 million fair value of conversion liabilities when eliminated in connection with the Modification and $0.1 million as a result of conversions of debt. |
As of December 31, 2013
|
2013
Impairment
|
||||||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
Losses
|
|||||||||||||||||
(1
|
)
|
||||||||||||||||||||
Property, net
|
(1)
|
$
|
-
|
$
|
-
|
$
|
394
|
$
|
394
|
$
|
300
|
||||||||||
Property, net
|
$
|
-
|
$
|
-
|
$
|
394
|
$
|
394
|
$
|
300
|
(1) | USA segment machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013. Fair value was an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. |
(i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
(ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
(iii) | provide reasonable assurance regarding prevention, or timely detection, of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Exhibit
Number
|
Exhibit Description
|
|
1.01
|
Warrant Agreement dated December 18, 2013, with American Stock Transfer & Trust Company.
(incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed December 18, 2013)
|
|
2.01
|
Quotas Purchase and Sale Agreement, dated January 31, 2008, with Quota Holders of Irgovel - Industria Riograndens De Oleos Begetais Ltda (incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed on August 11, 2008 and on registrant’s annual report on Form 10-K, filed on March 17, 2008)
|
|
3.01.1
|
Restated and Amended Articles of Incorporation as filed with the Secretary of State of California on December 13, 2001 (incorporated herein by reference to exhibits previously filed on registrant’s annual report on Form 10-KSB, filed on April 16, 2002)
|
|
3.01.2
|
Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of California on August 4, 2003 (incorporated herein by reference to exhibits previously filed on registrant’s Registration Statement on Form SB-2, filed on November 18, 2005)
|
|
3.01.3
|
Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of California on October 31, 2003 (incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-QSB, filed on November 19, 2003)
|
|
3.01.4
|
Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of California on September 29, 2005 (incorporated herein by reference to exhibits previously filed on registrant’s Registration Statement on Form SB-2, filed on November 18, 2005)
|
|
3.01.5
|
Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of California on August 20, 2007 (incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed on August 14, 2007)
|
|
3.01.6
|
Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of California on June 30, 2011 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on July 5, 2011)
|
|
3.01.7
|
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on July 12, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed August 14, 2013)
|
|
3.01.8
|
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on May 30, 2014 (incorporated herein by reference to exhibits previously filed on registrant’s registration statement on Form S-3 filed June 5, 2014)
|
|
3.02
|
Certificate of Designation of the Rights, Preferences, and Privileges of the Series A Preferred Stock as filed with the Secretary of State of California on December 13, 2001 (incorporated herein by reference to exhibits previously filed on registrant’s Registration Statement on Form SB-2, filed on June 4, 2002)
|
|
3.03
|
Certificate of Determination, Preferences and Rights of Series B Convertible Preferred Stock as filed with the Secretary of State of California on October 4, 2005 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on October 4, 2005)
|
|
3.04
|
Certificate of Determination, Preferences and Rights of Series C Convertible Preferred Stock as filed with the Secretary of State of California on May 10, 2006 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 15, 2006)
|
|
3.05
|
Certificate of Determination, Preferences and Rights of the Series D Convertible Preferred Stock, as filed with the Secretary of State of California on October 17, 2008 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on October 20, 2008)
|
|
3.06
|
Certificate of Determination, Preferences and Rights of the Series E Convertible Preferred Stock, as filed with the Secretary of State of California on May 7, 2009 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 8, 2009)
|
|
3.07.0
|
Bylaws (incorporated herein by reference to exhibits previously filed on registrant’s Registration Statement on Form SB-2, filed on June 12, 2006)
|
|
3.07.2
|
Amendment of Bylaws effective June 19, 2007 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on June 25, 2007)
|
|
3.07.3
|
Amendment of Bylaws effective December 4, 2009 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on December 10, 2009)
|
|
3.08
|
Certificate of Ownership dated October 3, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on October 10, 2012)
|
4.01
|
Common Stock Warrant issued to Hillair Capital Investments L.P. (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
|
|
4.02
|
Form of warrant to purchase shares issued to holders of secured convertible promissory notes (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
|
|
4.03
|
Common Stock Warrant issued to Hillair Capital Investments L.P. (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
|
|
4.04
|
Warrant Agreement by and between RiceBran Technologies and American Stock Transfer & Trust Company and Form of Warrant Certificate (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on December 18, 2013)
|
|
4.05
|
Form of Convertible Promissory Note dated March 20, 2014 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on March 21, 2014)
|
|
4.06
|
Form of Warrant dated March 20, 2014 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on March 21, 2014)
|
|
4.07
|
Form of Warrant (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on June 20, 2014)
|
|
4.08
|
Form of Warrant (incorporated herein by reference to exhibits previously filed on registrant’s current report on 8-K, filed on September 30, 2014)
|
|
10.01
|
*
|
Employment Agreement with W. John Short (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on July 10, 2009)
|
10.02
|
*
|
First Amendment of Employment Agreement with W. John Short (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on July 10, 2009)
|
10.03
|
*
|
Second Amendment of Employment Agreement with W. John Short (incorporated herein by reference to previously filed Form 10-Q, filed on May 11, 2011)
|
10.04
|
*
|
Third Amendment to Employment Agreement with W. John Short dated July 2, 2010 (incorporated herein by reference to exhibit 10.1 previously filed on registrant’s current report on Form 8-K, filed on July 8, 2010)
|
10.05
|
*
|
Fourth Amendment to Employment Agreement with W. John Short dated July 15, 2011 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on July 20, 2011)
|
10.06
|
*
|
Employment Agreement with Jerry Dale Belt dated June 8, 2010 (incorporated herein by reference to exhibit 10.1 previously filed on registrant’s current report on Form 8-K, filed on June 8, 2010)
|
10.07
|
*
|
First Amendment to Employment Agreement with Jerry Dale Belt dated July 15, 2011 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on July 20, 2011)
|
10.08
|
*
|
Second Amendment to Employment Agreement with Jerry Dale Belt dated February 14, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s annual report on Form 10-K, filed on March 30, 2012)
|
10.09
|
*
|
Third Amendment to Employment Agreement with Jerry Dale Belt dated May 30, 2014 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on June 3, 2014)
|
10.10
|
*
|
Employment Agreement with Colin Garner dated September 1, 2010 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 5, 2011)
|
10.11
|
*
|
First Amendment to Employment Agreement with Colin Garner dated July 15, 2011 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on July 20, 2011)
|
10.12
|
*
|
2005 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on Form SB-2, filed on November 18, 2005)
|
10.13
|
*
|
Form of Non-Employee Director Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on registrant’s annual report on Form 10-K, filed on March 17, 2008)
|
10.14
|
*
|
Form of Stock Option Agreement for 2005 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed on May 12, 2008)
|
10.15
|
*
|
Form of Restricted Stock Grant Agreement for 2005 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed on August 11, 2008)
|
10.16
|
Asset Purchase Agreement with Kerry Inc. dated February 11, 2010 (incorporated herein by reference to exhibit 10.77 previously filed on registrant’s annual report on Form 10-K, filed on February 24, 2011)
|
|
10.17
|
Stipulation and Agreement of Settlement dated May 17, 2010 (incorporated herein by reference to exhibit 10.1 previously filed on registrant’s current report on Form 8-K, filed on May 18, 2010)
|
|
10.18
|
+
|
Nutra SA, LLC Membership Interest Purchase Agreement dated December 29, 2010 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K/A, filed on August 10, 2011)
|
10.19
|
Form of Investor Rights Agreement (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 5, 2011)
|
|
10.20
|
Form of Amended and Restated Limited Liability Company Agreement for Nutra SA, LLC (incorporated herein by reference to exhibits previously filed on registrant’s annual report on Form 10-K, filed on February 24, 2011)
|
10.21
|
*
|
2010 Equity Incentive Plan (incorporated herein by reference to previously filed Form 10-Q, filed on May 11, 2011)
|
10.22
|
*
|
Form of Non-Employee Director Stock Option Agreement under the 2010 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on registrant’s annual report on Form 10-K, filed on March 30, 2012)
|
10.23
|
Form of Stock Option Agreement for the 2010 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on registrant’s annual report on Form 10-K, filed on March 30, 2012)
|
|
10.24
|
*
|
Form of Restricted Stock Grant Agreement for the 2010 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on registrant’s annual report on Form 10-K, filed on March 30, 2012)
|
10.25
|
Form of Indemnification Agreement for officers and directors (incorporated by reference to previously filed Form 10-Q, filed on May 11, 2011)
|
|
10.26
|
Loan agreement between Industria Riograndens De Oleos Vegetais Ltd. and Banco do Brasil S.A. in the amount of R$2,784,838, respectively, with a Brazilian bank dated December 15, 2011, English translation from the original Portuguese (incorporated herein by reference to exhibits previously filed on registrant’s annual report on Form 10-K, filed on March 30, 2012)
|
|
10.27
|
Loan agreement between Industria Riograndens De Oleos Vegetais Ltd. and Banco do Brasil S.A. in the amount of R$6,676,012 dated December 15, 2011, English translation from the original Portuguese (incorporated herein by reference to exhibits previously filed on registrant’s Annual Report on Form 10-K, filed on March 30, 2012)
|
|
10.28
|
Securities Purchase Agreement dated January 17, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
|
|
10.29
|
Security Agreement dated January 17, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
|
|
10.30
|
Subsidiary Guarantee dated January 17, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
|
|
10.31
|
Form of Original Issue Discount Senior Secured Convertible Debenture Due July 1, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
|
|
10.32
|
Note and Warrant Purchase Agreement dated January 17, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
|
|
10.33
|
Form of Secured Convertible Promissory Note (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
|
|
10.34
|
Security Agreement dated January 17, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
|
|
10.35
|
Form of Subordination Agreement (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
|
|
10.36
|
Securities Purchase Agreement dated July 31, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
|
|
10.37
|
Security Agreement dated July 31, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
|
|
10.38
|
Subsidiary Guarantee dated July 31, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
|
|
10.39
|
$1,009,200 Original Issue Discount Senior Secured Convertible Debenture Due January 1, 2014 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
|
|
10.40
|
$290,000 Original Issue Discount Senior Secured Convertible Debenture Due January 1, 2014 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
|
|
10.41
|
Securities Exchange Agreement dated July 31, 2012 with Hillair Capital Investments L.P. (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
|
|
10.42
|
Amendment to Loan Documents dated July 31, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
|
|
10.43
|
Subordination Agreement dated July 31, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
|
|
10.44
|
Contribution and Subscription Agreement dated December 24, 2012 regarding Nutra SA, LLC (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on December 31, 2012)
|
|
10.45
|
Second Amended and Restated Limited Liability Agreement for Nutra SA, LLC dated December 24, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on December 31, 2012)
|
|
10.46
|
License Agreement dated March 14, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on March 20, 2013)
|
|
10.47
|
Membership Interest Purchase Agreement dated April 2, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on April 5, 2013)
|
10.48
|
Sublicense Agreement with RBT PRO LLC and Wilmar (Shanghai) Biotechnology Research Development Center Co., Ltd. dated April 2, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on April 5, 2013)
|
|
10.49
|
Sublicense Agreement with RBT PRO LLC dated April 2, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on April 5, 2013)
|
|
10.50
|
Cross License Agreement with Wilmar (Shanghai) Biotechnology Research Development Center Co., Ltd. dated April 2, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on April 5, 2013)
|
|
10.51
|
Amended and Restated Limited Liability Company Agreement for RBT PRO LLC, dated April 2, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on April 5, 2013)
|
|
10.52
|
Senior Secured Revolving Credit Facility Agreement with TCA Global Credit Master Fund, LP, dated as of April 30, 2013(incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
|
|
10.53
|
Promissory Note issued to TCA Global Credit Master Fund, LP, dated as of April 30, 2013(incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
|
|
10.54
|
Form of Guaranty Agreement by Subsidiary Guarantors in favor of TCA Global Credit Master Fund, LP, dated as of April 30, 2013(incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
|
|
10.55
|
Security Agreement with TCA Global Credit Master Fund, LP, dated as of April 30, 2013(incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
|
|
10.56
|
Form of Security Agreement, dated as of April 30, 2013, by Subsidiary Guarantors and TCA Global Credit Master Fund, LP(incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
|
|
10.57
|
Form of Pledge with TCA Global Credit Master Fund, LP, dated as of April 30, 2013(incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
|
|
10.58
|
Amendment and Waiver Agreement with Hillair Capital Investments L.P., dated as of May 24, 2013(incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
|
|
10.59
|
Amended and Restated Security Agreement dated as of May 24, 2013(incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed August 14, 2013)
|
|
10.60
|
Amended and Restated Note and Warrant Purchase Agreement dated as of May 24, 2013(incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed August 14, 2013)
|
|
10.61
|
Restated Subordination Agreement dated as of May 24, 2013(incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed August 14, 2013)
|
|
10.62
|
Amendment 1 to Senior Secured Revolving Credit Facility Agreement with TCA Global Credit Master Fund, LP dated July 18, 2013(incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed August 14, 2013)
|
|
10.63
|
Promissory Note issued to TCA Global Credit Master Fund, LP dated July 18, 2013(incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed August 14, 2013)
|
|
10.64
|
Acquisition and Stock Purchase Agreement with the Shareholders of H&N Distribution, Inc. dated September 24, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on September 26, 2013)
|
|
10.65
|
Amendment of Investment Agreements effective as of October 31, 2013
(incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on November 8, 2013)
|
|
10.66
|
Amendment No. 2 to Senior Secured Revolving Credit Facility Agreement with TCA Global Credit Master Fund, LP dated October 11, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed November 12, 2013)
|
|
10.67
|
Promissory Note issued to TCA Global Credit Master Fund, LP dated October 11, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s quarterly report on Form 10-Q, filed November 12, 2013)
|
|
10.68
|
Underwriting Agreement dated December 12, 2013, with Maxim Group, LLC, as representative of the several underwriters.
(incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on December 18, 2013)
|
|
10.69
|
Note and Warrant Purchase Agreement dated March 20, 2014 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on March 21, 2014)
|
|
10.70
|
Registration Rights Agreement dated March 20, 2014 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on March 21, 2014)
|
|
10.71
|
*
|
RiceBran Technologies 2014 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 25, 2014)
|
+
|
Confidential treatment granted as to certain portions
|
*
|
Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates.
|
@
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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Name
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Address
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Grant Number:
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Date of Grant:
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Vesting Commencement Date:
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Exercise Price per Share:
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Total Number of Shares:
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Total Exercise Price:
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Type of Option:
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Non-Qualified Stock Option
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Incentive Stock Option
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Expiration Date:
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Post-Termination Exercise Period:
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Termination for Cause = Termination Date
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Involuntary Termination without Cause = 90 Days
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Voluntary Termination = 30 Days
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Disability = 12 months
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Death = 12 months
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Vesting Schedule:
To be determined for each grant
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PARTICIPANT
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RICEBRAN TECHNOLOGIES
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Signature:
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By:
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Print Name:
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Its:
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Date:
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Date:
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Purchaser
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Social Security Number
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Address
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Total Number of Shares
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Exercise Price Per Share
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Type of Stock Option
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(Check one)
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☐Incentive Stock Option
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☐Nonqualified Stock Option
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☐
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in cash (by check) in the amount of $________, receipt of which is acknowledged by the Company;
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☐
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through a “broker-assisted” or “same day sale” program, commitment from the Purchaser or Authorized Transferee and an NASD Dealer meeting the requirements set forth by the Company.
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RICEBRAN TECHNOLOGIES
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PURCHASER
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______________________________________ | |||
By: ___________________________________
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(Signature)
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______________________________________ | ______________________________________ | ||
(Please print name)
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(Please print name)
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______________________________________ | |||
(Please print title)
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Address:
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Address:
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______________________________________ | ______________________________________ | ||
______________________________________ | ______________________________________ | ||
______________________________________ | ______________________________________ | ||
Fax No.: _______________________________
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Fax No.: _______________________________
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Phone No.: _____________________________
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Phone No.: _____________________________
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Name
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Address
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Grant Number
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Date of Grant
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Board Year
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Number of Shares Granted
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PARTICIPANT
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RICEBRAN TECHNOLOGIES
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Signature:
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By:
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Print Name:
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Its:
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Date:
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Date:
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By:
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/s/ W. John Short
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Name:
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W. John Short
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Title:
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Chief Executive Officer
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Address:
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6720 N. Scottsdale Road, Suite 390
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Scottsdale, Arizona 85253
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Facsimile:
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(602) 522-3001
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AF BRAN HOLDINGS-NL LLC
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AF BRAN HOLDINGS LLC
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By:
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/s/ Ettore V. Biagioni, Authorized Signatory |
By:
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/s/ Ettore V. Biagioni, Authorized Signatory | |
Name:
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Ettore V. Biagioni, Authorized Signatory
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Name:
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Ettore V. Biagioni, Authorized Signatory
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Title:
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President
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Title:
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President
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Address:
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10 East 53rd Street, 36th Floor
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Address:
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10 East 53rd Street, 36th Floor
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New York, NY 10022
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New York, NY 10022
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Facsimile:
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(212) 750-0191
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Facsimile:
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(212) 750-0191
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COMPANY | IRGOVEL | |||
NUTRA SA, LLC
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INDUSTRIA RIOGRANDESE DE OLEOS VEGETAIS LTDA
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By:
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/s/ W. John Short, Authorized Signatory |
By:
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/s/ W. John Short, Authorized Signatory | |
W. John Short, Authorized Signatory
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W. John Short, Authorized Signatory
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Title:
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Manager
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Address:
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c/o NutraCea
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Address:
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Av. Presidente Joao Goulart, 7351
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6720 N. Scottsdale Road, Suite 390
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Distrito Industrial
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Scottsdale, Arizona 85253
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Pelotas, RS, Brazil 96040-000
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Facsimile:
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(602) 522-3001
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Facsimile:
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55 (53) 3301-9247
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Subsidiaries of the Registrant
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State or Other Jurisdiction of Incorporation
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Grain Enhancement, LLC (2) (6)
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Delaware limited liability company
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Nutra SA, LLC (3)
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Delaware limited liability company
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Healthy Natural Inc. (1)
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Nevada
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Industria Riograndens De Oleos Vegetais Ltda (4)
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Limited liability company organized under the laws of the
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Federative Republic of Brazil
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NutraCea, LLC (1)
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Delaware limited liability company
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RBT PRO, LLC (8)
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Delaware limited liability company
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Rice Rx, LLC (1)
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Delaware limited liability company
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Rice Science LLC (1)
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Delaware limited liability company
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The RiceX Company (1)
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Delaware corporation
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RiceX Nutrients, Inc. (5)
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Montana corporation.
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SRB- MERM, LLC (7)
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Delaware limited liability company
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SRB-LC, LLC (7)
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Delaware limited liability company
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SRB-MT, LLC (7)
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Delaware limited liability company
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SRB-WS, LLC (7)
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Delaware limited liability company
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SRB- IP, LLC (7)
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Delaware limited liability company
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(1) | wholly owned subsidiary of RiceBran Technologies |
(2) | 47.5% interest |
(3) | 66.1% interest |
(4) | wholly owned subsidiary of Nutra SA, LLC |
(5) | wholly owned subsidiary of The RiceX Company |
(6) | inactive |
(7) | wholly owned subsidiary of NutraCea, LLC |
(8) | 50.0 % interest |
RICEBRAN TECHNOLOGIES
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Date: March 31, 2015
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By:
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/s/ W. John Short
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W. John Short
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Director and Chief Executive Officer
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Signature
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Title
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Date
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Principal Executive Officer:
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/s/ W. John Short
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Director and Chief Executive Officer
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March 31, 2015
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W. John Short
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Principal Financial Officer and
Principal Accounting Officer
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/s/ J. Dale Belt
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Chief Financial Officer and Secretary
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March 31, 2015
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Jerry Dale Belt
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Additional Directors:
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/s/ David Goldman
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Director
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March 31, 2015
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David Goldman
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/s/ Baruch Halpern
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Director
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March 31, 2015
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Baruch Halpern
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/s/ Henk W. Hoogenkamp
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Director
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March 31, 2015
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Henk W. Hoogenkamp
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/s/ Robert S. Kopriva
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Director
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March 31, 2015
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Robert S. Kopriva
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/s/ Robert C. Schweitzer
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Director and Chairman
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March 31, 2015
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Robert C. Schweitzer
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/s/ Peter A. Woog
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Director
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March 31, 2015
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Peter A. Woog
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1) | I have reviewed this annual report on Form 10-K of RiceBran Technologies, a California corporation; |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4) | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report was prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5) | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ W. John Short
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Name: W. John Short
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Title: Chief Executive Officer
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1) | I have reviewed this annual report on Form 10-K of RiceBran Technologies, a California corporation; |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4) | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report was prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5) | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ J. Dale Belt
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Name: Jerry Dale Belt
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Title: Chief Financial Officer
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1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of -operations of the Company. |
By: /s/ W. John Short
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W. John Short
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Chief Executive Officer
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By: /s/ J. Dale Belt
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Jerry Dale Belt
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Chief Financial Officer
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