☒ |
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
(State or other jurisdiction of
incorporation or organization)
|
87-0673375
(I.R.S. Employer Identification No.)
|
|
1330 Lake Robbins Drive, Suite 250
The Woodlands, TX
(Address of Principal Executive Offices)
|
77380
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
Emerging growth company ☐
|
Title of each class
|
Trading symbol
|
Name of each exchange on which registered
|
||
Common Stock, no par value per share
|
RIBT
|
The NASDAQ Capital Market
|
PART I. FINANCIAL INFORMATION
|
Page
|
||
Item 1.
|
3
|
||
3
|
|||
4
|
|||
5
|
|||
6 | |||
Item 2.
|
15
|
||
Item 3.
|
16
|
||
Item 4.
|
17
|
||
PART II. OTHER INFORMATION
|
|||
Item 1.
|
17
|
||
Item 1A.
|
17
|
||
Item 2.
|
17
|
||
Item 3.
|
17
|
||
Item 4.
|
17
|
||
Item 5.
|
17
|
||
Item 6.
|
17
|
||
19
|
Item 1. |
Three Months Ended
|
||||||||
2020
|
2019
|
|||||||
Revenues
|
$
|
8,330
|
$
|
6,364
|
||||
Cost of goods sold
|
8,735
|
6,021
|
||||||
Gross profit (loss)
|
(405
|
)
|
343
|
|||||
Selling, general and administrative expenses
|
2,550
|
3,341
|
||||||
Operating loss
|
(2,955
|
)
|
(2,998
|
)
|
||||
Interest income
|
11
|
-
|
||||||
Interest expense
|
(49
|
)
|
(12
|
)
|
||||
Other expense
|
(45
|
)
|
(1
|
)
|
||||
Other income
|
5
|
-
|
||||||
Loss before income taxes
|
(3,033
|
)
|
(3,011
|
)
|
||||
Income tax benefit
|
-
|
-
|
||||||
Loss from continuing operations
|
(3,033
|
)
|
(3,011
|
)
|
||||
Loss from discontinued operations
|
-
|
(216
|
)
|
|||||
Net loss
|
$
|
(3,033
|
)
|
$
|
(3,227
|
)
|
||
Basic loss per common share:
|
||||||||
Continuing operations
|
$
|
(0.08
|
)
|
$
|
(0.10
|
)
|
||
Discontinued operations
|
-
|
(0.01
|
)
|
|||||
Basic loss per common share
|
$
|
(0.08
|
)
|
$
|
(0.11
|
)
|
||
Diluted loss per common share:
|
||||||||
Continuing operations
|
$
|
(0.08
|
)
|
$
|
(0.10
|
)
|
||
Discontinued operations
|
-
|
(0.01
|
)
|
|||||
Diluted loss per common share
|
$
|
(0.08
|
)
|
$
|
(0.11
|
)
|
||
Weighted average number of shares outstanding:
|
||||||||
Basic
|
39,963,155
|
29,347,318
|
||||||
Diluted
|
39,963,155
|
29,347,318
|
March 31,
2020
|
December 31,
2019
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
5,517
|
$
|
8,444
|
||||
Accounts receivable, net of allowance for doubtful accounts of $50 and $347
|
5,106
|
3,738
|
||||||
Inventories
|
1,916
|
898
|
||||||
Other current assets
|
894
|
691
|
||||||
Total current assets
|
13,433
|
13,771
|
||||||
Property and equipment, net
|
18,769
|
19,077
|
||||||
Operating lease right-of-use assets
|
2,678
|
2,752
|
||||||
Goodwill
|
3,915
|
3,915
|
||||||
Intangible assets
|
890
|
950
|
||||||
Other long-term assets
|
-
|
27
|
||||||
Total assets
|
$
|
39,685
|
$
|
40,492
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
1,146
|
$
|
833
|
||||
Commodities payable
|
1,937
|
829
|
||||||
Accrued salary, wages and benefits
|
1,051
|
877
|
||||||
Accrued expenses
|
690
|
884
|
||||||
Customer prepayments
|
-
|
12
|
||||||
Operating lease liabilities, current portion
|
316
|
309
|
||||||
Due under insurance premium finance agreements
|
314
|
116
|
||||||
Finance lease liabilities, current portion
|
102
|
101
|
||||||
Due under factoring agreement
|
2,306
|
1,823
|
||||||
Long-term debt, current portion
|
29
|
28
|
||||||
Total current liabilities
|
7,891
|
5,812
|
||||||
Operating lease liabilities, less current portion
|
2,543
|
2,674
|
||||||
Finance lease liabilities, less current portion
|
164
|
190
|
||||||
Long-term debt, less current portion
|
65
|
73
|
||||||
Total liabilities
|
10,663
|
8,749
|
||||||
Commitments and contingencies
|
||||||||
Shareholders' equity:
|
||||||||
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, stated value $225, 225 shares, issued and outstanding
|
112
|
112
|
||||||
Common stock, no par value, 50,000,000 shares authorized, 40,092,197 shares and 40,074,483 shares, issued and outstanding
|
319,123
|
318,811
|
||||||
Accumulated deficit
|
(290,213
|
)
|
(287,180
|
)
|
||||
Total shareholders' equity
|
29,022
|
31,743
|
||||||
Total liabilities and shareholders' equity
|
$
|
39,685
|
$
|
40,492
|
Three Months Ended
|
||||||||
2020
|
2019
|
|||||||
Cash flow from operating activities:
|
||||||||
Net loss
|
$
|
(3,033
|
)
|
$
|
(3,227
|
)
|
||
Loss from discontinued operations
|
-
|
216
|
||||||
Loss from continuing operations
|
(3,033
|
)
|
(3,011
|
)
|
||||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities
|
||||||||
Depreciation
|
579
|
408
|
||||||
Amortization
|
59
|
2
|
||||||
Stock and share-based compensation
|
312
|
392
|
||||||
Other
|
(79
|
)
|
(48
|
)
|
||||
Changes in operating assets and liabilities, net of impact of acquisitions:
|
||||||||
Accounts receivable
|
(1,315
|
)
|
(1,244
|
)
|
||||
Inventories
|
(1,018
|
)
|
(149
|
)
|
||||
Accounts payable and accrued expenses
|
231
|
(294
|
)
|
|||||
Commodities payable
|
1,108
|
(1,818
|
)
|
|||||
Other
|
(178
|
)
|
(359
|
)
|
||||
Net cash used in operating activities
|
(3,334
|
)
|
(6,121
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(221
|
)
|
(1,160
|
)
|
||||
Net cash used in investing activities
|
(221
|
)
|
(1,160
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Payments on factoring agreement
|
(6,995
|
)
|
-
|
|||||
Advances on factoring agreement
|
7,455
|
-
|
||||||
Advances on insurance premium finance agreements
|
344
|
272
|
||||||
Payments on insurance premium finance agreements
|
(144
|
)
|
(112
|
)
|
||||
Payments of debt and finance lease liabilities
|
(32
|
)
|
(278
|
)
|
||||
Proceeds from issuance of common stock and pre-funded warrant, net of issuance costs
|
-
|
11,593
|
||||||
Proceeds from common stock warrant exercises
|
-
|
1,980
|
||||||
Proceeds from common stock option exercises
|
-
|
60
|
||||||
Net cash provided by financing activities
|
628
|
13,515
|
||||||
Net change in cash and cash equivalents and restricted cash
|
$
|
(2,927
|
)
|
$
|
6,234
|
|||
Cash and cash equivalents and restricted cash, beginning of period
|
||||||||
Cash and cash equivalents
|
$
|
8,444
|
$
|
7,044
|
||||
Restricted cash
|
-
|
225
|
||||||
Cash and cash equivalents and restricted cash, beginning of period
|
8,444
|
7,269
|
||||||
Cash and cash equivalents and restricted cash, end of period
|
||||||||
Cash and cash equivalents
|
5,517
|
13,278
|
||||||
Restricted cash
|
-
|
225
|
||||||
Cash and cash equivalents and restricted cash, end of period
|
5,517
|
13,503
|
||||||
Net change in cash and cash equivalents and restricted cash
|
$
|
(2,927
|
)
|
$
|
6,234
|
|||
Supplemental disclosures:
|
||||||||
Cash paid for interest
|
$
|
26
|
$
|
12
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
Revenues (in thousands)
|
$
|
7,506
|
||
Loss from continuing operations (in thousands)
|
$
|
(2,736
|
)
|
|
Loss per share - continuing operations
|
$
|
(0.09
|
)
|
|
Weighted average number of common shares outstanding - basic and diluted
|
29,347,318
|
Customer
|
||||||||||||||||
A
|
|
B
|
|
C
|
|
D
|
|
|||||||||
% of revenue, three months ended March 31, 2020
|
8
|
%
|
17
|
%
|
8
|
%
|
2
|
%
|
||||||||
% of revenue, three months ended March 31, 2019
|
10
|
%
|
18
|
%
|
10
|
%
|
-
|
%
|
||||||||
% of accounts receivable, as of March 31, 2020
|
9
|
%
|
25
|
%
|
13
|
%
|
4
|
%
|
||||||||
% of accounts receivable, as of December 31, 2019
|
10
|
%
|
31
|
%
|
-
|
%
|
10
|
%
|
Three Months Ended March 31,
|
||||||||
2020
|
2019
|
|||||||
Food
|
$
|
6,192
|
$
|
4,747
|
||||
Animal nutrition
|
2,138
|
1,617
|
||||||
Revenues
|
$
|
8,330
|
$
|
6,364
|
March 31,
2020
|
December 31,
2019
|
|||||||
Finished goods
|
$
|
1,763
|
$
|
698
|
||||
Raw materials
|
20
|
90
|
||||||
Packaging
|
133
|
110
|
||||||
Inventories
|
$
|
1,916
|
$
|
898
|
Three Months Ended March 31,
|
||||||||
2020
|
2019
|
|||||||
Finance lease cost:
|
||||||||
Amortization of right-of use assets, included in cost of goods sold
|
$
|
21
|
$
|
4
|
||||
Interest on lease liabilities
|
4
|
2
|
||||||
Operating lease cost, included in selling, general and administrative expenses:
|
||||||||
Fixed leases cost
|
130
|
130
|
||||||
Variable lease cost
|
15
|
32
|
||||||
Short-term lease cost
|
3
|
9
|
||||||
Total lease cost
|
$
|
173
|
$
|
177
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
||||||||
Operating cash flows from finance leases
|
$
|
4
|
$
|
2
|
||||
Operating cash flows from operating leases
|
$
|
130
|
$
|
130
|
||||
Financing cash flows from finance leases
|
$
|
26
|
$
|
11
|
Operating
Leases
|
Finance
Leases
|
|||||||
Remaining leases terms (in years)
|
3.6-12.9
|
0.8-4.3
|
||||||
Weighted average remaining lease terms (in years)
|
7.5
|
3.1
|
||||||
Discount rates
|
6.3%-9.0
|
%
|
4.3%-6.0
|
%
|
||||
Weighted average discount rate
|
7.6
|
%
|
5.8
|
%
|
Operating
Leases
|
Finance
Leases
|
|||||||
346
|
85
|
|||||||
2021
|
536
|
91
|
||||||
2022
|
548
|
68
|
||||||
2023
|
528
|
38
|
||||||
2024
|
428
|
11
|
||||||
Thereafter
|
1,469
|
-
|
||||||
Total lease payments
|
3,855
|
293
|
||||||
Amounts representing interest
|
(996
|
)
|
(27
|
)
|
||||
Present value of lease obligations
|
$
|
2,859
|
$
|
266
|
March 31,
2020
|
December 31,
2019
|
|||||||
$
|
2,449
|
$
|
1,989
|
|||||
Debt issuance costs, net
|
(143
|
)
|
(166
|
)
|
||||
Due under factoring agreement
|
$
|
2,306
|
$
|
1,823
|
March 31,
2020
|
December 31,
2019
|
|||||||
|
||||||||
Equipment notes - Initially recorded in November 2018, in the acquisition of Golden Ridge, at the present value of future payments using a discount rate of 4.8%, which we determined
approximated the market rate for similar debt with similar maturities as of the date of acquisition. Payable in monthly installments.
|
||||||||
Expire at dates ranging through 2022.
|
$
|
56
|
$
|
62
|
||||
Equipment note - Dated December 2019. Due in monthly installments through December 2024.
|
||||||||
Interest accrues at the effective discount rate of 9.3%.
|
38
|
39
|
||||||
Total long term debt
|
$
|
94
|
$
|
101
|
Shares
|
||||||||||||||||||||||||
Preferred
Series G
|
Common
|
Preferred
Stock
|
Common
Stock
|
Accumulated
Deficit
|
Equity
|
|||||||||||||||||||
Balance, December 31, 2019
|
225
|
40,074,483
|
$
|
112
|
$
|
318,811
|
$
|
(287,180
|
)
|
$
|
31,743
|
|||||||||||||
Common stock awards under equity incentive plans
|
-
|
17,534
|
-
|
312
|
-
|
312
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(3,033
|
)
|
(3,033
|
)
|
||||||||||||||||
Balance, March 31, 2020
|
225
|
40,092,017
|
$
|
112
|
$
|
319,123
|
$
|
(290,213
|
)
|
$
|
29,022
|
Shares
|
||||||||||||||||||||||||
Preferred
Series G
|
Common
|
Preferred
Stock
|
Common
Stock
|
Accumulated
Deficit
|
Equity
|
|||||||||||||||||||
Balance, December 31, 2018
|
405
|
29,098,207
|
$
|
201
|
$
|
296,739
|
$
|
(273,229
|
)
|
$
|
23,711
|
|||||||||||||
Proceeds from sale of common stock and prefunded warrant, net of costs
|
-
|
3,046,668
|
-
|
11,593
|
-
|
11,593
|
||||||||||||||||||
Common stock awards under equity incentive plans
|
-
|
36,881
|
-
|
364
|
-
|
364
|
||||||||||||||||||
Exercise of common stock warrants
|
-
|
600,000
|
-
|
1,980
|
-
|
1,980
|
||||||||||||||||||
Conversion of preferred stock into common stock
|
(180
|
)
|
170,818
|
(89
|
)
|
89
|
-
|
-
|
||||||||||||||||
Exercise of common stock options
|
-
|
77,078
|
-
|
60
|
-
|
60
|
||||||||||||||||||
Other
|
-
|
-
|
-
|
28
|
-
|
28
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(3,227
|
)
|
(3,227
|
)
|
||||||||||||||||
Balance, March 31, 2019
|
225
|
33,029,652
|
$
|
112
|
$
|
310,853
|
$
|
(276,456
|
)
|
$
|
34,509
|
Common stock, vested at issuance and nonvested at issuance
|
$
|
105
|
||
Stock options
|
85
|
|||
Restricted stock units
|
122
|
|||
Compensation expense related to common stock awards issued under equity incentive plan
|
$
|
312
|
Shares
Under
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Grant
Date Fair
Value
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|||||||||||||
Outstanding at December 31, 2019
|
996,009
|
$
|
3.23
|
8.1
|
||||||||||||
Granted
|
653,004
|
1.22
|
$
|
0.73
|
10.0
|
|||||||||||
Forfeited
|
(125,173
|
)
|
4.74
|
7.2
|
||||||||||||
Outstanding at December 31
|
1,523,840
|
$
|
2.24
|
8.8
|
RSU Shares
Issued to
Employees
|
Unrecognized
Stock
Compensation
(in thousands)
|
Weighted
Average
Expense
Period (Years)
|
||||||||||
Nonvested at December 31, 2019
|
1,148,062
|
$
|
377
|
1.4
|
||||||||
Cancelled
|
(625,000
|
)
|
-
|
|||||||||
Forfeited (1)
|
(175,000
|
)
|
(142
|
)
|
||||||||
Expensed (2)
|
-
|
(122
|
)
|
|||||||||
Nonvested at March 31, 2020 (3)
|
348,062
|
$
|
113
|
1.2
|
|
(1) |
We reversed $0.1 million of expense recognized prior to January 1, 2020 on forfeited RSU shares.
|
|
(2) |
We expensed $0.1 million related to recognition of the unrecognized compensation associated with the cancelled RSU shares.
|
|
(3) |
The shares subject to the RSUs vest based upon a vesting price equal to the volume weighted average trading price of our common stock over sixty-five consecutive trading days. Subject to a minimum service period,
as described in the next sentence, the RSU shares vest as to (i) 34,806 shares on the date the vesting price equals or exceeds $5.00 per share (ii) 104,419 shares the date the vesting price equals or exceeds $10.00 per share and (iii)
208,837 shares the date the vesting price equals or exceeds $15.00 per share. Vesting on the RSU shares occurs the later of the one-year anniversary of the grant and the date the shares reach the vesting price indicated in the preceding
sentence. The RSUs expire on the fifth anniversary of each grant at dates ranging through August 2024.
|
Three Months Ended March 31
|
||||||||
2020
|
2019
|
|||||||
NUMERATOR (in thousands):
|
||||||||
Basic and diluted - loss from continuing operations
|
$
|
(3,033
|
)
|
$
|
(3,011
|
)
|
||
DENOMINATOR:
|
||||||||
Basic EPS - weighted average number of common shares outstanding
|
39,963,155
|
29,347,318
|
||||||
Effect of dilutive securities outstanding
|
-
|
-
|
||||||
Diluted EPS - weighted average number of shares outstanding
|
39,963,155
|
29,347,318
|
||||||
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
|
1,240,460
|
1,061,926
|
||||||
Warrants
|
406,695
|
10,020,616
|
||||||
Convertible preferred stock
|
213,523
|
259,075
|
||||||
Weighted average number of shares of common stock issuable upon vesting of restricted stock units
|
1,035,425
|
1,215,000
|
||||||
Weighted average number of nonvested shares of common stock not included in diluted EPS because effect would be antidilutive
|
116,528
|
1,044,709
|
Item 2. |
Item 3. |
Item 4. |
Item 1. |
Item 1A. |
Item 2. |
Item 3. |
Item 4. |
Item 5. |
Item 6. |
Incorporated by Reference
|
||||||||||||
Exhibit
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
Number
|
Filing/Effective
Date
|
Filed
Here-
with
|
||||||
At Market Issuance Sales Agreement with B Riley FBR, Inc.
|
8-K
|
001-36245
|
10.1
|
March 30, 2020
|
||||||||
Employment Agreement with Todd T. Mitchell dated May 28, 2019
|
|
|
|
|
|
May 16, 2019
|
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.
|
|
(2) |
Indicates a management contract or compensatory plan, contract or arrangement.
|
Dated: May 5, 2020
|
||
/s/ Brent R. Rystrom
|
||
Brent R. Rystrom
|
||
Director and Chief Executive Officer
|
/s/ Todd T. Mitchell
|
||
Todd T. Mitchell
|
||
Chief Financial Officer
|
RBT:
|
EMPLOYEE:
|
||||
|
|
|
|||
RICEBRAN TECHNOLOGIES,
|
|
|
|||
a California corporation
|
|
|
|||
|
|
|
|
||
/s/ Brent R. Rystrom
|
/s/ Todd T. Mitchell | ||||
By: | Brent R. Rystrom |
By:
|
Todd T. Mitchell |
|
Title: | Chief Executive Officer |
|
|
|
|
|
|
||
Address: |
Address:
|
|||
1330 Lake Robbins Drive, Suite 250 | ||||
The Woodlands, Texas 977380 |
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: May 5, 2020
|
/s/ Brent R. Rystrom
|
|
Name: Brent R. Rystrom
|
||
Title: Director and 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: May 5, 2020
|
/s/ Todd T. Mitchell
|
|
|
||
Name: Todd T. Mitchell
|
||
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: May 5, 2020
|
||
/s/ Brent R. Rystrom
|
||
Brent R. Rystrom
|
||
Director and Chief Executive Officer
|
/s/ Todd T. Mitchell
|
||
Todd T. Mitchell
|
||
Chief Financial Officer
|