☒ |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
California
|
87-0673375 | |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
1330 Lake Robbins Drive, Suite 250
The Woodlands, TX
|
77380
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
Emerging growth company ☐
|
PART I. FINANCIAL INFORMATION
|
Page
|
||
Item 1.
|
3
|
||
3 | |||
4 | |||
5 | |||
6 | |||
7 | |||
Item 2.
|
16
|
||
Item 3.
|
18
|
||
Item 4.
|
18
|
||
PART II. OTHER INFORMATION
|
|||
Item 1.
|
18
|
||
Item 1A.
|
18
|
||
Item 2.
|
19
|
||
Item 3.
|
19
|
||
Item 4.
|
19
|
||
Item 5.
|
19
|
||
Item 6.
|
19
|
||
21
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Revenues, net
|
$
|
3,198
|
$
|
3,146
|
$
|
6,750
|
$
|
6,761
|
||||||||
Cost of goods sold
|
2,535
|
2,348
|
5,133
|
4,776
|
||||||||||||
Gross profit
|
663
|
798
|
1,617
|
1,985
|
||||||||||||
Selling, general and administrative expenses
|
2,830
|
2,667
|
5,683
|
4,933
|
||||||||||||
Loss from continuing operations before other income (expense)
|
(2,167
|
)
|
(1,869
|
)
|
(4,066
|
)
|
(2,948
|
)
|
||||||||
Other income (expense):
|
||||||||||||||||
Interest expense
|
(2
|
)
|
(475
|
)
|
(3
|
)
|
(1,530
|
)
|
||||||||
Change in fair value of derivative warrant liabilities
|
-
|
22
|
-
|
1,121
|
||||||||||||
Loss on extinguishment of debt
|
-
|
-
|
-
|
(1,680
|
)
|
|||||||||||
Other income
|
9
|
33
|
9
|
37
|
||||||||||||
Other expense
|
-
|
-
|
(13
|
)
|
(100
|
)
|
||||||||||
Total other income (expense)
|
7
|
(420
|
)
|
(7
|
)
|
(2,152
|
)
|
|||||||||
Loss from continuing operations before income taxes
|
(2,160
|
)
|
(2,289
|
)
|
(4,073
|
)
|
(5,100
|
)
|
||||||||
Income tax benefit
|
-
|
515
|
-
|
912
|
||||||||||||
Loss from continuing operations
|
(2,160
|
)
|
(1,774
|
)
|
(4,073
|
)
|
(4,188
|
)
|
||||||||
Income from discontinued operations, net of tax
|
-
|
304
|
-
|
117
|
||||||||||||
Net loss
|
(2,160
|
)
|
(1,470
|
)
|
(4,073
|
)
|
(4,071
|
)
|
||||||||
Less - Net loss attributable to noncontrolling interest in discontinued operations
|
-
|
(248
|
)
|
-
|
(567
|
)
|
||||||||||
Net loss attributable to RiceBran Technologies shareholders
|
(2,160
|
)
|
(1,222
|
)
|
(4,073
|
)
|
(3,504
|
)
|
||||||||
Less - Dividends on preferred stock, beneficial conversion feature
|
-
|
-
|
-
|
778
|
||||||||||||
Net loss attributable to RiceBran Technologies common shareholders
|
$
|
(2,160
|
)
|
$
|
(1,222
|
)
|
$
|
(4,073
|
)
|
$
|
(4,282
|
)
|
||||
Basic earnings (loss) per common share:
|
||||||||||||||||
Continuing operations
|
$
|
(0.11
|
)
|
$
|
(0.18
|
)
|
$
|
(0.22
|
)
|
$
|
(0.51
|
)
|
||||
Discontinued operations
|
-
|
0.06
|
-
|
0.07
|
||||||||||||
Basic loss per common share - RiceBran Technologies
|
$
|
(0.11
|
)
|
$
|
(0.12
|
)
|
$
|
(0.22
|
)
|
$
|
(0.44
|
)
|
||||
Diluted earnings (loss) per common share:
|
||||||||||||||||
Continuing operations
|
$
|
(0.11
|
)
|
$
|
(0.18
|
)
|
$
|
(0.22
|
)
|
$
|
(0.51
|
)
|
||||
Discontinued operations
|
-
|
0.06
|
-
|
0.07
|
||||||||||||
Diluted loss per common share - RiceBran Technologies
|
$
|
(0.11
|
)
|
$
|
(0.12
|
)
|
$
|
(0.22
|
)
|
$
|
(0.44
|
)
|
||||
Weighted average number of shares outstanding:
|
||||||||||||||||
Basic
|
20,366,451
|
9,794,405
|
18,731,925
|
9,726,268
|
||||||||||||
Diluted
|
20,366,451
|
9,794,405
|
18,731,925
|
9,726,268
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Net loss
|
$
|
(2,160
|
)
|
$
|
(1,470
|
)
|
$
|
(4,073
|
)
|
$
|
(4,071
|
)
|
||||
Other comprehensive income - foreign currency translation, net of tax
|
-
|
17
|
-
|
162
|
||||||||||||
Comprehensive loss, net of tax
|
(2,160
|
)
|
(1,453
|
)
|
(4,073
|
)
|
(3,909
|
)
|
||||||||
Less - Comprehensive income attributable to noncontrolling interest, net of tax
|
-
|
250
|
-
|
518
|
||||||||||||
Total comprehensive loss attributable to RiceBran Technologies shareholders
|
$
|
(2,160
|
)
|
$
|
(1,203
|
)
|
$
|
(4,073
|
)
|
$
|
(3,391
|
)
|
June 30
2018
|
December 31
2017
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
7,660
|
$
|
6,203
|
||||
Restricted cash
|
225
|
775
|
||||||
Accounts receivable, net of allowance of $16 at June 30, 2018
|
1,409
|
1,273
|
||||||
Inventories - Finished goods
|
402
|
564
|
||||||
Inventories - Packaging
|
84
|
114
|
||||||
Deposits and other current assets
|
546
|
519
|
||||||
Total current assets
|
10,326
|
9,448
|
||||||
Property and equipment, net
|
9,097
|
7,850
|
||||||
Other long-term assets, net
|
32
|
63
|
||||||
Total assets
|
$
|
19,455
|
$
|
17,361
|
||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
785
|
$
|
765
|
||||
Accrued salary, wages and benefits
|
693
|
773
|
||||||
Accrued expenses
|
849
|
741
|
||||||
Unearned revenue
|
22
|
75
|
||||||
Escrow liability
|
258
|
258
|
||||||
Current maturities of long-term debt
|
4
|
4
|
||||||
Total current liabilities
|
2,611
|
2,616
|
||||||
Long-term debt, less current portion
|
10
|
12
|
||||||
Total liabilities
|
2,621
|
2,628
|
||||||
Commitments and contingencies
|
||||||||
Shareholders’ Equity:
|
||||||||
Equity attributable to RiceBran Technologies shareholders:
|
||||||||
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, 630 shares issued and outstanding
|
313
|
313
|
||||||
Common stock, no par value, 50,000,000 shares authorized, 24,254,013 and 18,046,731 shares issued and outstanding
|
285,722
|
279,548
|
||||||
Accumulated deficit
|
(269,201
|
)
|
(265,128
|
)
|
||||
Total shareholders’ equity attributable to RiceBran Technologies shareholders
|
16,834
|
14,733
|
||||||
Total liabilities and shareholders’ equity
|
$
|
19,455
|
$
|
17,361
|
Six Months Ended
|
||||||||
2018
|
2017
|
|||||||
Cash flow from operating activities:
|
||||||||
Net loss
|
$
|
(4,073
|
)
|
$
|
(4,071
|
)
|
||
Income from discontinued operations
|
-
|
117
|
||||||
Loss from continuing operations
|
(4,073
|
)
|
(4,188
|
)
|
||||
Adjustments to reconcile net loss from continuing operation to net cash used in operating activities of continuing operations:
|
||||||||
Depreciation and amortization
|
371
|
414
|
||||||
Stock and share-based compensation
|
431
|
654
|
||||||
Change in fair value of derivative warrant and conversion liabilities
|
-
|
(1,121
|
)
|
|||||
Loss on extinguishment of debt
|
-
|
1,680
|
||||||
Interest accreted
|
-
|
893
|
||||||
Deferred taxes
|
-
|
(876
|
)
|
|||||
Other
|
155
|
58
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(136
|
)
|
(38
|
)
|
||||
Inventories
|
165
|
(16
|
)
|
|||||
Accounts payable and accrued expenses
|
148
|
(824
|
)
|
|||||
Other
|
(26
|
)
|
353
|
|||||
Net cash used in operating activities of continuing operations
|
(2,965
|
)
|
(3,011
|
)
|
||||
Net cash used in operating activities of discontinued operations
|
-
|
973
|
||||||
Net cash used in operating activities
|
(2,965
|
)
|
(2,038
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(1,809
|
)
|
(139
|
)
|
||||
Net cash used in investing activities of continuing operations
|
(1,809
|
)
|
(139
|
)
|
||||
Net cash used in investing activities of discontinued operations
|
-
|
(108
|
)
|
|||||
Net cash used in investing activities
|
(1,809
|
)
|
(247
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from warrant exercises
|
5,683
|
-
|
||||||
Payments of debt
|
(2
|
)
|
(7,159
|
)
|
||||
Proceeds from issuance of debt, net of issuance costs
|
-
|
3,779
|
||||||
Proceeds from issuance of debt and warrants, net of issuance costs
|
-
|
5,518
|
||||||
Proceeds from issuance of preferred stock and warrants, net of issuance costs
|
-
|
1,747
|
||||||
Other
|
-
|
(12
|
)
|
|||||
Net cash provided by financing activities of continuing operations
|
5,681
|
3,873
|
||||||
Net cash provided by financing activities of discontinued operations
|
-
|
1,112
|
||||||
Net cash provided by financing activities
|
5,681
|
4,985
|
||||||
Effect of exchange rate changes on cash and cash equivalents of discontinued operations
|
-
|
142
|
||||||
Net change in cash and cash equivalents and restricted cash
|
$
|
907
|
$
|
2,842
|
||||
Cash and cash equivalents and restricted cash, beginning of period
|
||||||||
Cash and cash equivalents
|
$
|
6,203
|
$
|
342
|
||||
Restricted cash
|
775
|
-
|
||||||
Cash and cash equivalents and restricted cash, beginning of period
|
6,978
|
342
|
||||||
Cash and cash equivalents and restricted cash, end of period
|
||||||||
Cash and cash equivalents
|
7,660
|
3,184
|
||||||
Restricted cash
|
225
|
-
|
||||||
Cash and cash equivalents and restricted cash, end of period
|
7,885
|
3,184
|
||||||
Net change in cash and cash equivalents and restricted cash
|
$
|
907
|
$
|
2,842
|
||||
Supplemental disclosures, continuing operations:
|
||||||||
Cash paid for interest, continuing operations
|
$
|
3
|
$
|
785
|
Three Months Ended June 30, 2017
|
Six Months Ended June 30, 2017
|
|||||||||||||||||||||||
HN
|
Nutra SA
|
Total
|
HN
|
Nutra SA
|
Total
|
|||||||||||||||||||
Revenues
|
$
|
5,064
|
$
|
2,960
|
$
|
8,024
|
$
|
9,481
|
$
|
6,363
|
$
|
15,844
|
||||||||||||
Cost of goods sold
|
(3,336
|
)
|
(2,800
|
)
|
(6,136
|
)
|
(6,358
|
)
|
(6,275
|
)
|
(12,633
|
)
|
||||||||||||
Selling, general and administrative expenses
|
(217
|
)
|
(497
|
)
|
(714
|
)
|
(443
|
)
|
(1,031
|
)
|
(1,474
|
)
|
||||||||||||
Other income (expense)
|
2
|
(357
|
)
|
(355
|
)
|
-
|
(708
|
)
|
(708
|
)
|
||||||||||||||
Income (loss) from operations, before income taxes
|
1,513
|
(694
|
)
|
819
|
2,680
|
(1,651
|
)
|
1,029
|
||||||||||||||||
Income tax expense
|
(515
|
)
|
-
|
(515
|
)
|
(912
|
)
|
-
|
(912
|
)
|
||||||||||||||
Income (loss) from operations, net of tax
|
998
|
(694
|
)
|
304
|
1,768
|
(1,651
|
)
|
117
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
1,203
|
$
|
(207
|
)
|
$
|
996
|
$
|
2,141
|
$
|
(1,168
|
)
|
$
|
973
|
||||||||||
Net cash used in investing activities
|
(6
|
)
|
(14
|
)
|
(20
|
)
|
(15
|
)
|
(93
|
)
|
(108
|
)
|
||||||||||||
Net cash provided by (used in) financing activities
|
(3
|
)
|
220
|
217
|
(7
|
)
|
1,119
|
1,112
|
||||||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
-
|
1
|
1
|
-
|
142
|
142
|
||||||||||||||||||
Net cash provided to continuing operations
|
$
|
1,194
|
$
|
-
|
$
|
1,194
|
$
|
2,119
|
$
|
-
|
$
|
2,119
|
||||||||||||
Depreciation included in cost of goods sold
|
$
|
45
|
$
|
254
|
$
|
299
|
$
|
89
|
$
|
518
|
$
|
607
|
||||||||||||
Depreciation included in selling, general and administrative expenses
|
20
|
15
|
35
|
45
|
31
|
76
|
||||||||||||||||||
Capital expenditures
|
6
|
14
|
20
|
15
|
93
|
108
|
Customer
|
||||||||
A
|
B
|
|
||||||
% of Revenue, Three Months Ended June 30, 2018
|
16
|
%
|
15
|
%
|
||||
% of Revenue, Three Months Ended June 30, 2017
|
17
|
%
|
16
|
%
|
||||
% of Revenue, Six Months Ended June 30, 2018
|
13
|
%
|
18
|
%
|
||||
% of Revenue, Six Months Ended June 30, 2017
|
15
|
%
|
16
|
%
|
||||
% of Accounts Receivable, as of June 30, 2018
|
5
|
%
|
21
|
%
|
||||
% of Accounts Receivable, as of December 31, 2017
|
0
|
%
|
25
|
%
|
Three Months Ended June 30
|
Six Months Ended June 30
|
|||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
United States
|
$
|
2,945
|
$
|
2,905
|
$
|
6,112
|
$
|
6,189
|
||||||||
Other countries
|
253
|
241
|
638
|
572
|
||||||||||||
Revenues
|
$
|
3,198
|
$
|
3,146
|
$
|
6,750
|
$
|
6,761
|
Three Months Ended June 30
|
Six Months Ended June 30
|
|||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Food
|
$
|
1,863
|
$
|
1,810
|
$
|
3,731
|
$
|
3,801
|
||||||||
Animal nutrition
|
1,335
|
1,336
|
3,019
|
2,960
|
||||||||||||
Revenues
|
$
|
3,198
|
$
|
3,146
|
$
|
6,750
|
$
|
6,761
|
Three Months Ended June 30
|
Six Months Ended June 30
|
|||||||||||||||
Supplier
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
Supplier 1
|
50
|
%
|
50
|
%
|
43
|
%
|
50
|
%
|
||||||||
Supplier 2
|
26
|
%
|
*
|
28
|
%
|
*
|
||||||||||
Supplier 3
|
10
|
%
|
25
|
%
|
*
|
30
|
%
|
|||||||||
Others
|
14
|
%
|
25
|
%
|
29
|
%
|
20
|
%
|
||||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
Three Months Ended June 30
|
Six Months Ended June 30
|
|||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
NUMERATOR (in thousands):
|
||||||||||||||||
Basic and diluted - loss from continuing operations
|
$
|
(2,160
|
)
|
$
|
(1,774
|
)
|
$
|
(4,073
|
)
|
$
|
(4,188
|
)
|
||||
Dividend on preferred stock--beneficial conversion feature
|
-
|
-
|
-
|
(778
|
)
|
|||||||||||
Basic and diluted - adjusted loss from continuing operations
|
$
|
(2,160
|
)
|
$
|
(1,774
|
)
|
$
|
(4,073
|
)
|
$
|
(4,966
|
)
|
||||
DENOMINATOR:
|
||||||||||||||||
Basic EPS - weighted average number of common shares outstanding
|
20,366,451
|
9,794,405
|
18,731,925
|
9,726,268
|
||||||||||||
Effect of dilutive securities outstanding
|
-
|
-
|
-
|
-
|
||||||||||||
Diluted EPS - weighted average number of shares outstanding
|
20,366,451
|
9,794,405
|
18,731,925
|
9,726,268
|
||||||||||||
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
|
894,223
|
595,252
|
870,390
|
395,262
|
||||||||||||
Warrants
|
17,986,767
|
23,460,192
|
19,549,874
|
20,547,647
|
||||||||||||
Convertible preferred stock
|
597,865
|
3,879,603
|
597,865
|
3,469,299
|
||||||||||||
Restricted stock units
|
470,000
|
261,111
|
560,084
|
130,556
|
||||||||||||
Weighted average number of nonvested share of common stock not included in diluted EPS because effect would be antidilutive
|
1,245,018
|
1,217,650
|
1,259,001
|
1,206,997
|
June 30
|
December 31
|
|
|||||||
2018
|
2017
|
Estimated Useful Lives
|
|||||||
Land
|
$
|
237
|
$
|
237
|
|
||||
Furniture and fixtures
|
235
|
311
|
5-7 years
|
||||||
Plant
|
6,678
|
6,580
|
30 years, or life of lease
|
||||||
Computer and software
|
1,270
|
1,207
|
3-5 years
|
||||||
Leasehold improvements
|
429
|
274
|
4-7 years or life of lease
|
||||||
Machinery and equipment
|
9,923
|
8,677
|
5-10 years
|
||||||
Property and equipment, cost
|
18,772
|
17,286
|
|
||||||
Less accumulated depreciation
|
9,675
|
9,436
|
|
||||||
Property and equipment, net
|
$
|
9,097
|
$
|
7,850
|
|
Shares
|
||||||||||||||||||||||||
Preferred
|
Preferred
|
Common
|
Accumulated
|
|||||||||||||||||||||
Series G
|
Common
|
Stock
|
Stock
|
Deficit
|
Equity
|
|||||||||||||||||||
Balance, December 31, 2017
|
630
|
18,046,731
|
$
|
313
|
$
|
279,548
|
$
|
(265,128
|
)
|
$
|
14,733
|
|||||||||||||
Common stock awards under equity incentive plans
|
-
|
287,206
|
-
|
393
|
-
|
393
|
||||||||||||||||||
Exercise of warrants
|
-
|
5,920,076
|
-
|
5,683
|
-
|
5,683
|
||||||||||||||||||
Other
|
-
|
-
|
-
|
98
|
-
|
98
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(4,073
|
)
|
(4,073
|
)
|
||||||||||||||||
Balance, June 30, 2018
|
630
|
24,254,013
|
$
|
313
|
$
|
285,722
|
$
|
(269,201
|
)
|
$
|
16,834
|
● |
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.
|
Total Level 3 Fair Value
|
Fair Value
as of
Beginning of
Period
|
Total
Realized and
Unrealized
Gains (Losses) |
Issuance of
New
Instruments
|
Reclassify to
(Deficit)
Equity
|
Fair Value,
at End of
Period
|
|||||||||||||||
(1
|
)
|
|||||||||||||||||||
Six Months Ended June 30, 2017, derivative warrant liabilities
|
$
|
(1,527
|
)
|
$
|
1,121
|
$
|
(7,917
|
)
|
$
|
7,851
|
$
|
(472
|
)
|
(1) |
Included in change in fair value of derivative warrant liabilities in our consolidated statements of operations.
|
Three Months Ended June 30
|
Change
|
Six Months Ended June 30
|
Change
|
|||||||||||||||||||||
2018
|
2017
|
%
|
2018
|
2017
|
%
|
|||||||||||||||||||
(in thousands)
|
(in thousands)
|
|||||||||||||||||||||||
Revenues
|
$
|
3,198
|
$
|
3,146
|
1.7
|
$
|
6,750
|
$
|
6,761
|
(0.2
|
)
|
|||||||||||||
Cost of goods sold
|
2,535
|
2,348
|
(8.0
|
)
|
5,133
|
4,776
|
(7.5
|
)
|
||||||||||||||||
Gross profit
|
663
|
798
|
(16.9
|
)
|
1,617
|
1,985
|
(18.5
|
)
|
||||||||||||||||
Gross profit %
|
20.7
|
%
|
25.4
|
%
|
24.0
|
%
|
29.4
|
%
|
||||||||||||||||
Selling, general and administrative expenses
|
2,830
|
2,667
|
(6.1
|
)
|
5,683
|
4,933
|
(15.2
|
)
|
||||||||||||||||
Loss from operations
|
(2,167
|
)
|
(1,869
|
)
|
(15.9
|
)
|
(4,066
|
)
|
(2,948
|
)
|
(37.9
|
)
|
||||||||||||
Other income (expense):
|
||||||||||||||||||||||||
Interest expense
|
(2
|
)
|
(475
|
)
|
(3
|
)
|
(1,530
|
)
|
||||||||||||||||
Change in fair value of derivative warrant liabilities
|
-
|
22
|
-
|
1,121
|
||||||||||||||||||||
Loss on extinguishment of debt
|
-
|
-
|
-
|
(1,680
|
)
|
|||||||||||||||||||
Other, net
|
9
|
33
|
(4
|
)
|
(63
|
)
|
||||||||||||||||||
Other income (expense), net
|
7
|
(420
|
)
|
(7
|
)
|
(2,152
|
)
|
|||||||||||||||||
Loss before income taxes
|
$
|
(2,160
|
)
|
$
|
(2,289
|
)
|
$
|
(4,073
|
)
|
$
|
(5,100
|
)
|
Six Months Ended June 30
|
||||||||
2018
|
2017
|
|||||||
Cash flow from operating activities of continuing operations:
|
||||||||
Loss from continuing operations
|
$
|
(4,073
|
)
|
$
|
(4,188
|
)
|
||
Adjustments to reconcile loss from continuing operatiosn to net cash used in operating activities of continuing operations:
|
||||||||
Depreciation and amortization
|
371
|
414
|
||||||
Stock and share-based compensation
|
431
|
654
|
||||||
Change in fair value of derivative warrant and conversion liabilities
|
-
|
(1,121
|
)
|
|||||
Loss on extinguishment of debt
|
-
|
1,680
|
||||||
Interest accreted
|
-
|
893
|
||||||
Deferred taxes
|
-
|
(876
|
)
|
|||||
Other
|
155
|
58
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(136
|
)
|
(38
|
)
|
||||
Inventories
|
165
|
(16
|
)
|
|||||
Accounts payable and accrued expenses
|
148
|
(824
|
)
|
|||||
Other
|
(26
|
)
|
353
|
|||||
Net cash used in operating activities of continuing operations
|
$
|
(2,965
|
)
|
$
|
(3,011
|
)
|
PART II. |
OTHER INFORMATION
|
Incorporated by Reference
|
||||||||||||
Exhibit
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
Number
|
Filing/Effective
Date
|
Filed
Here-
with
|
||||||
10.1
|
2014 Equity Incentive Plan, as amended June 20, 2018
|
8-K
|
001-36245
|
10.1
|
June 25, 2018
|
|||||||
Offer Letter between the Company and Dr. Robert Smith, dated June 21, 2018
|
10.2
|
June 21, 2018
|
X
|
|||||||||
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||||||||
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||||||||||
Certification by CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||||||||||
101.INS (1)
|
XBRL Instance Document
|
X
|
||||||||||
101.SCH (1)
|
XBRL Taxonomy Extension Schema Document
|
X
|
||||||||||
101.CAL (1)
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
||||||||||
101.DEF (1)
|
XBRL Taxonomy Extension Calculation Definition Linkbase Document
|
X
|
||||||||||
101.LAB (1)
|
XBRL Taxonomy Extension Calculation Label Linkbase Document
|
X
|
||||||||||
101.PRE (1)
|
XBRL Taxonomy Extension Calculation Presentation Linkbase Document
|
X
|
(1) |
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.
|
Dated: August 2, 2018
|
||
/s/ Robert Smith
|
||
Robert Smith
|
||
Chief Executive Officer
|
||
/s/ Brent Rystrom
|
||
Brent Rystrom
|
||
Chief Financial Officer
|
Yours sincerely,
|
||
/s/ Brent Rystrom
|
||
Authorized Signatory
|
||
Accepted and Agreed
|
||
Dated: June 21, 2018
|
/s/ Robert Smith
|
|
Robert Smith |
1) |
I have reviewed this quarterly report on Form 10-Q of RiceBran Technologies;
|
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;
|
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 function):
|
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 disclosure internal control over financial reporting.
|
Dated: August 2, 2018
|
/s/ Robert Smith
|
|
Name: Robert Smith
|
||
Title: Chief Executive Officer
|
1) |
I have reviewed this quarterly report on Form 10-Q of RiceBran Technologies;
|
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;
|
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 function):
|
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 disclosure internal control over financial reporting.
|
Dated: August 2, 2018
|
/s/ Brent Rystrom
|
|
Name: Brent Rystrom
|
||
Title: Chief Financial Officer
|
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 Company.
|
Dated: August 2, 2018
|
||
/s/ Robert Smith
|
||
Robert Smith
|
||
Chief Executive Officer
|
||
|
/s/ Brent Rystrom
|
|
Brent Rystrom
|
||
Chief Financial Officer
|