California
|
0-32565
|
87-0673375
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
1330 Lake Robbins Drive, Suite 250
The Woodlands, TX
|
77380
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company
|
☐ |
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Common Stock
|
RIBT
|
NASDAQ Capital Market
|
Item 2.02 |
Results of Operations and Financial Conditions
|
Item 9.01 |
Financial Statements and Exhibits
|
Exhibit
No.
|
Description
|
Press Release issued May 9, 2019.
|
RICEBRAN TECHNOLOGIES
|
||
Date: May 9, 2019
|
By:
|
/s/ Dennis Dykes
|
Dennis Dykes
|
||
Chief Financial Officer
|
||
(Duly Authorized Officer)
|
|
• |
Revenue of $6.4 million in the first quarter of 2019 was up from $3.6 million in first quarter of 2018, with the acquisition of Golden Ridge Rice Mills driving most of
the growth along with single digit growth in sales of our rice bran products. Gross profit margin narrowed considerably to 5.4% from 26.9%, with margins in rice bran products down modestly and negative gross margins at Golden Ridge
Rice Mills.
|
|
• |
Results at Golden Ridge Rice Mills were weaker than we originally expected for the first quarter of 2019. In the first quarter of 2019, we identified quality and cost
issues with a large portion of the rice supply at Golden Ridge Rice Mills which caused the mill to sustain negative gross profit margins and adjusted EBITDA for the month despite sales that were near our expectations. We determined
that we had to reject some of our rice supply as it would not yield the quality and quantity of product we needed in an economic fashion and immediately made changes to the operations and management structure at Golden Ridge Rice
Mills as a result. Securing sources of higher quality rice supplies took several months to complete, and this caused our monthly sales to drop in February-April. However, our adjusted EBITDA performance improved considerably in those
months. We have now secured a robust rice supply chain that provides us high quality and strong milling yields, which we accomplished by building relationships with several regional grain elevators and working directly with an
expanding pool of farmers near our plant. This is allowing us to catch up on unfilled contracts in the second quarter of 2019. Late in the first quarter of 2019, we hired Josh Ward as General Manager of Golden Ridge Rice Mills, and we
are already pleased with the progress Mr. Ward has made improving operations. Mr. Ward has over 25 years of experience in rice milling in a variety of plant leadership roles. We believe the combination of our debottlenecking efforts,
catching up on delayed rice milling contracts, the addition of stabilized rice bran (SRB) sales from this facility, and the strengthening of our leadership team will further markedly grow sales and deliver meaningful adjusted EBITDA
at Golden Ridge Rice Mills starting in the third quarter of 2019.
|
|
• |
Sales of our SRB products were also lower than expected because we are experiencing a longer selling cycle than we originally planned, especially at the extremely large,
consumer-facing companies we are working with. Margins in our rice bran business were negatively impacted mainly by lower productivity due to Cap Ex projects and higher labor costs.
|
|
• |
SG&A expenses of $3.3 million in the first quarter of 2019 increased from $2.9 million in the first quarter of 2018, with most of the increase due to one-time
acquisition-related fees for Golden Ridge Rice Mills.
|
|
• |
Adjusted EBITDA of $(1.9) million in first quarter of 2019 was flat with the $(1.9) million reported in the fourth quarter of 2018 and worse than the $(1.4) million
realized in first quarter of 2018.
|
|
• |
We raised $12.1 million through a private placement and nearly another $2 million from the exercise of warrants during first quarter of 2019. We ended the quarter with
$13.3 million of cash and equivalents, less than $500,000 of debt and finance lease liabilities, and $34.5 million of shareholders’ equity. Our Cap Ex during the quarter was $1.2 million compared to $745,000 last year.
|
|
• |
Earlier this week we received our first stabilized rice bran order from a new Companion Animal customer, the first of several major new large customer adds we expect in
2019 for our rice bran business. We expect that this single customer will expand our annualized rice bran revenue and tonnage by approximately 6%, and we see substantial additional sales opportunities in the Companion Animal segment
this year and beyond. Over the next 150 days we are also focused on closing several additional and sizable new rice bran customers in other segments as well.
|
|
• |
We realized revenue from the first cross-over customers for Golden Ridge Rice Mills. Late in the first quarter we shipped our first load of rice to a cross-over customer
of our rice bran products, providing early validation of our ability to leverage our sales team to sell additional products. We expect this trend to accelerate as 2019 unfolds, helping to drive sales growth and margin improvement.
|
|
• |
Safe Quality Food (SQF) recertification of Golden Ridge Rice Mills was successfully attained in January 2019.
|
|
• |
The acquisition of MGI Grain completed on April 4, 2019. MGI Grain adds several dozen barley and oat ingredients to our product portfolio and represents our first entry
into the markets for ancient grains. MGI presents a substantial leverage opportunity as it currently utilizes about 35% of its production capacity.
|
|
• |
We expect gross profit margins to improve modestly at Golden Ridge Rice Mills in the second quarter of 2019 from the first quarter of 2019 levels, and then improve
markedly in the second half of 2019 as we benefit from better pricing and the capacity expansion that results from our debottlenecking efforts which we expect to largely complete in the second quarter of 2019. We expect to generate
meaningful adjusted EBITDA at Golden Ridge Rice Mills starting in the third quarter of 2019.
|
|
• |
Gross profit margins in our rice bran business should benefit in the second and third quarters of 2019 from favorable freight comparisons, completion of our Cap Ex
project at Dillon, MT, and sales growth.
|
|
• |
As we noted in our 2018 press release, MGI Grain presently has annual sales near $3 million and positive adjusted EBITDA.
|
|
• |
We continue planning for the expansion of Golden Ridge Rice Mills and the building of a new state-of-the-art bran production facility there that will have innovative new
product capabilities. We expect this expansion to be completed in the second quarter of 2020, and we believe the expansion and the new rice bran products produced there will drive substantial incremental long-term revenue and EBITDA
growth. We believe that applying current market pricing to the planned production capacity of this expansion would yield incremental annual revenue of $67-$75 million and adjusted EBTIDA of $6-$10 million once this capacity is fully
utilized.
|
|
• |
We remain focused on attaining sales of $37-$40 million for 2019 and positive adjusted EBITDA by the end of the year.
|
|
• |
Direct Dial-in number for US/Canada
(856) 344-9316
|
|
• |
Toll Free Dial-in number for US/Canada: (
888) 224-1005
|
|
• |
Dial-In number for international callers:
(856) 344-9316
|
|
• |
Participants will ask for the RiceBran Technologies Q1 2019 Financial Results Call
|
Three Months Ended
|
||||||||
2019
|
2018
|
|||||||
Revenues
|
$
|
6,364
|
$
|
3,552
|
||||
Cost of goods sold
|
6,021
|
2,598
|
||||||
Gross profit
|
343
|
954
|
||||||
Selling, general and administrative expenses
|
3,341
|
2,853
|
||||||
Operating loss
|
(2,998
|
)
|
(1,899
|
)
|
||||
Other expense:
|
||||||||
Interest expense
|
(12
|
)
|
(1
|
)
|
||||
Other expense
|
(1
|
)
|
(13
|
)
|
||||
Total other expense
|
(13
|
)
|
(14
|
)
|
||||
Loss before income taxes
|
(3,011
|
)
|
(1,913
|
)
|
||||
Income tax benefit
|
-
|
-
|
||||||
Loss from continuing operations
|
(3,011
|
)
|
(1,913
|
)
|
||||
Loss from discontinued operations
|
(216
|
)
|
-
|
|||||
Net loss
|
$
|
(3,227
|
)
|
$
|
(1,913
|
)
|
||
Basic loss per common share:
|
||||||||
Continuing operations
|
$
|
(0.10
|
)
|
$
|
(0.11
|
)
|
||
Discontinued operations
|
(0.01
|
)
|
-
|
|||||
Basic loss per common share
|
$
|
(0.11
|
)
|
$
|
(0.11
|
)
|
||
Diluted loss per common share:
|
||||||||
Continuing operations
|
$
|
(0.10
|
)
|
$
|
(0.11
|
)
|
||
Discontinued operations
|
(0.01
|
)
|
-
|
|||||
Diluted loss per common share
|
$
|
(0.11
|
)
|
$
|
(0.11
|
)
|
||
Weighted average number of shares outstanding:
|
||||||||
Basic
|
29,347,318
|
17,083,442
|
||||||
Diluted
|
29,347,318
|
17,083,442
|
March 31,
2019
|
December 31,
2018
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
13,278
|
$
|
7,044
|
||||
Restricted cash
|
225
|
225
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $14 and $14
|
3,931
|
2,529
|
||||||
Receivable from seller of Golden Ridge - working capital adjustment to purchase price
|
988
|
1,147
|
||||||
Inventories
|
||||||||
Finished goods
|
1,023
|
856
|
||||||
Packaging
|
73
|
102
|
||||||
Deposits and other current assets
|
943
|
610
|
||||||
Total current assets
|
20,461
|
12,513
|
||||||
Property and equipment, net
|
15,696
|
15,010
|
||||||
Operating lease right-of-use assets
|
2,968
|
-
|
||||||
Goodwill
|
3,178
|
3,178
|
||||||
Other long-term assets, net
|
41
|
16
|
||||||
Total assets
|
$
|
42,344
|
$
|
30,717
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
1,279
|
$
|
1,583
|
||||
Commodities payable
|
917
|
2,735
|
||||||
Accrued salary, wages and benefits
|
506
|
933
|
||||||
Accrued expenses
|
957
|
520
|
||||||
Unearned revenue
|
-
|
145
|
||||||
Payable to purchaser of HN - working capital adjustment to purchase price
|
475
|
259
|
||||||
Note payable to seller of Golden Ridge
|
358
|
609
|
||||||
Operating lease liabilities, current portion
|
289
|
-
|
||||||
Finance lease liabilities, current portion
|
45
|
45
|
||||||
Long term debt, current portion
|
20
|
32
|
||||||
Total current liabilities
|
4,846
|
6,861
|
||||||
Operating lease liabilities, less current portion
|
2,860
|
-
|
||||||
Finance lease liabilities, less current portion
|
75
|
86
|
||||||
Long term debt, less current portion
|
54
|
59
|
||||||
Total liabilities
|
7,835
|
7,006
|
||||||
Commitments and contingencies
|
||||||||
Shareholders' Equity:
|
||||||||
Preferred stock, 20,000,000 shares authorized:
|
||||||||
Series G, convertible, 3,000 shares authorized, 225 shares and 405 shares, issued and outstanding
|
112
|
201
|
||||||
Common stock, no par value, 50,000,000
shares authorized,
33,029,652 and 29,098,207 shares, issued and outstanding
|
310,853
|
296,739
|
||||||
Accumulated deficit
|
(276,456
|
)
|
(273,229
|
)
|
||||
Total shareholders' equity
|
34,509
|
23,711
|
||||||
Total liabilities and shareholders' equity
|
$
|
42,344
|
$
|
30,717
|
2019
|
2018
|
|||||||
Net income (loss)
|
$
|
(3,011
|
)
|
$
|
(1,913
|
)
|
||
Interest expense
|
12
|
1
|
||||||
Depreciation & amortization
|
410
|
199
|
||||||
Unadjusted EBITDA
|
$
|
(2,589
|
)
|
$
|
(1,713
|
)
|
||
Add Back Other Items:
|
||||||||
Other income/expense
|
1
|
13
|
||||||
Share-based compensation
|
392
|
260
|
||||||
Acquisition related expenses
|
344
|
-
|
||||||
Adjusted EBITDA
|
$
|
(1,852
|
)
|
$
|
(1,440
|
)
|
2018
|
||||
Net income (loss)
|
$
|
(2,356
|
)
|
|
Interest expense
|
7
|
|||
Depreciation & amortization
|
229
|
|||
Unadjusted EBITDA
|
$
|
(2,120
|
)
|
|
Add Back Other Items:
|
||||
Other income/expense
|
(132
|
)
|
||
Share-based compensation
|
269
|
|||
Acquisition related expenses
|
132
|
|||
Adjusted EBITDA
|
$
|
(1,851
|
)
|