California
|
0-32565
|
87-0673375
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
820 Riverside Parkway
West Sacramento, CA
|
95605
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ |
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))
|
Item 2.02 |
Results of Operations and Financial Conditions
|
Item 9.01 |
Financial Statements and Exhibits
|
No. |
Description
|
99.1 |
Press Release issued May 8, 2018.
|
RICEBRAN TECHNOLOGIES
|
||
Date: May 8, 2018
|
By:
|
/s/ Robert Smith
|
Robert Smith
|
||
Chief Executive Officer
|
||
(Duly Authorized Officer)
|
· |
Revenue in the first quarter totaled $3.55 million, in line with our previous guidance. Net loss of $(1.9) million and adjusted EBITDA of $(1.4) million was also similar to our internal modeling as the Company accelerated efforts to grow sales and achieve SQF certification throughout our system footprint.
|
· |
We received $1.76 million of proceeds from warrant exercises during the quarter, which helped to significantly offset cash burn from operations and slightly increase shareholders’ equity. Subsequent to the end of the quarter we received proceeds from additional warrant exercises that further improved working capital.
|
· |
The Company has seen revenue accelerate to favorable levels thus far in the second quarter, but it should be noted that the Delta region is experiencing low milling volumes due to last year’s small crop that may limit our growth trajectory in the quarter and is expected to have a negative impact on second quarter EBITDA due to higher transportation and logistics costs associated with a greater mix of our production being sourced in California instead of the Delta region.
|
· |
We are excited by the anticipated growth in our sales pipeline and are working to add additional production capacity to our system to meet expected growth this year and next.
|
· |
The Company is maintaining revenue guidance of $16 million for the full-year of 2018, and the aforementioned warrant exercises give us confidence that our balance sheet is adequately positioned to pursue our plans in 2018 and beyond.
|
· |
Revenue of $3.55 million declined 1.7% from $3.62 million. The Company experienced 4% positive sales growth from our Animal Nutrition products during the quarter; while sales from our Food products declined 6%, mainly due to a decrease in sales to one major customer.
|
· |
Gross profit of $954,000 was down from $1.19 million, primarily a result of higher bran prices, a mix shift to Animal Nutrition from Food, and lower absorption at our Dillon, MT facility due to a planned major Cap Ex project that will continue to limit production through September and the lower sales from one of our major customers.
|
· |
SG&A increased 26%, mainly due to growth in selling expenses, including the addition of sales representatives and personnel needed to meet SQF certification needs, as well as costs related to legal expenses and bonus accruals.
|
· |
Our financial condition remained relatively unchanged during the quarter: We ended the quarter with cash and cash equivalents of $5.1 million compared to $6.2 million and shareholders’ equity increased to $14.9 million from $14.7 million on March 31, 2018 and December 31, 2017, respectively. We received $1.76 million of proceeds from warrant exercises during the quarter and Cap Ex totaled $745,000. Subsequent to the end of the quarter we have realized substantial additional proceeds from warrant exercises.
|
· |
First quarter revenue was consistent with our previous guidance.
|
· |
Second quarter revenue to-date has grown, but we note the next few months may be negatively impacted by lower supplies coming from the Delta.
|
· |
The new rice crop should be harvested in July-August of 2018. The USDA sees rice acre plantings up 9% in 2018, and the planting and growing conditions so far this season have been favorable in both the Delta and California.
|
· |
We are reiterating our annual revenue target of $16.0 million.
|
· |
While adjusted EBITDA was similar to internal modeling in the first quarter, the milling issues in Delta region will likely result in adjusted EBITDA falling below the first quarter results. While we expect a marked sequential improvement in revenue and adjusted EBITDA in both the third and fourth quarters, we now expect full year adjusted EBITDA in the $(3.5) million to $(4.0) million range.
|
· |
We continue to believe our balance sheet is sufficient to support our growth plan for 2018 and beyond.
|
· |
Direct Dial-in number for US/Canada: (412) 317-6026
|
· |
Toll Free Dial-in number for US/Canada: (877) 300-8521
|
· |
Dial-In number for international callers: (412) 317-6026
|
· |
Participants will ask for the RiceBran Technologies Q1 2018 Financial Results Call
|
Three Months Ended
|
||||||||
2018
|
2017
|
|||||||
Revenues, net
|
$
|
3,552
|
$
|
3,615
|
||||
Cost of goods sold
|
2,598
|
2,428
|
||||||
Gross profit
|
954
|
1,187
|
||||||
Selling, general and administrative expenses
|
2,853
|
2,266
|
||||||
Loss from continuing operations before other income (expense)
|
(1,899
|
)
|
(1,079
|
)
|
||||
Other (expense) income:
|
||||||||
Interest expense
|
(1
|
)
|
(1,055
|
)
|
||||
Change in fair value of derivative warrant liabilities
|
-
|
1,099
|
||||||
Loss on extinguishment of debt
|
-
|
(1,680
|
)
|
|||||
Other income
|
-
|
5
|
||||||
Other expense
|
(13
|
)
|
(100
|
)
|
||||
Total other (expense)
|
(14
|
)
|
(1,731
|
)
|
||||
Loss from continuing operations before income taxes
|
(1,913
|
)
|
(2,810
|
)
|
||||
Income tax benefit
|
-
|
397
|
||||||
Loss from continuing operations
|
(1,913
|
)
|
(2,413
|
)
|
||||
Loss from discontinued operations, net of tax
|
-
|
(188
|
)
|
|||||
Net loss
|
(1,913
|
)
|
(2,601
|
)
|
||||
Less - Net loss attributable to noncontrolling interest in discontinued operations
|
-
|
(319
|
)
|
|||||
Net loss attributable to RiceBran Technologies shareholders
|
(1,913
|
)
|
(2,282
|
)
|
||||
Less - Dividends on preferred stock, beneficial conversion feature
|
-
|
778
|
||||||
Net loss attributable to RiceBran Technologies common shareholders
|
$
|
(1,913
|
)
|
$
|
(3,060
|
)
|
||
Basic earnings (loss) per common share:
|
||||||||
Continuing operations
|
$
|
(0.11
|
)
|
$
|
(0.33
|
)
|
||
Discontinued operations
|
-
|
0.01
|
||||||
Basic loss per common share - RiceBran Technologies
|
$
|
(0.11
|
)
|
$
|
(0.32
|
)
|
||
Diluted earnings (loss) per common share:
|
||||||||
Continuing operations
|
$
|
(0.11
|
)
|
$
|
(0.33
|
)
|
||
Discontinued operations
|
-
|
0.01
|
||||||
Diluted loss per common share - RiceBran Technologies
|
$
|
(0.11
|
)
|
$
|
(0.32
|
)
|
||
Weighted average number of shares outstanding:
|
||||||||
Basic
|
17,083,442
|
9,657,543
|
||||||
Diluted
|
17,083,442
|
9,657,543
|
March 31
2018
|
December 31
2017
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
5,130
|
$
|
6,203
|
||||
Restricted cash
|
775
|
775
|
||||||
Accounts receivable
|
1,552
|
1,273
|
||||||
Inventories - Finished goods
|
677
|
564
|
||||||
Inventories - Packaging
|
88
|
114
|
||||||
Deposits and other current assets
|
439
|
519
|
||||||
Total current assets
|
8,661
|
9,448
|
||||||
Property and equipment, net
|
7,985
|
7,850
|
||||||
Other long-term assets, net
|
48
|
63
|
||||||
Total assets
|
$
|
16,694
|
$
|
17,361
|
||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
497
|
$
|
765
|
||||
Accrued salary, wages and benefits
|
441
|
773
|
||||||
Accrued expenses
|
510
|
741
|
||||||
Unearned revenue
|
78
|
75
|
||||||
Escrow liability
|
258
|
258
|
||||||
Current maturities of long-term debt
|
4
|
4
|
||||||
Total current liabilities
|
1,788
|
2,616
|
||||||
Long-term debt, less current portion
|
11
|
12
|
||||||
Total liabilities
|
1,799
|
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, 19,953,107 and 18,046,731 shares issued and outstanding
|
281,623
|
279,548
|
||||||
Accumulated deficit
|
(267,041
|
)
|
(265,128
|
)
|
||||
Total shareholders’ equity attributable to RiceBran Technologies shareholders
|
14,895
|
14,733
|
||||||
Total liabilities and shareholders’ equity
|
$
|
16,694
|
$
|
17,361
|
2018
|
2017
|
|||||||
Net income (loss)
|
$
|
(1,913
|
)
|
$
|
(2,810
|
)
|
||
Interest expense
|
1
|
1,055
|
||||||
Depreciation & amortization
|
199
|
233
|
||||||
Unadjusted EBITDA
|
$
|
(1,713
|
)
|
$
|
(1,522
|
)
|
||
Add Back Other Items:
|
||||||||
Change in fair value of derivative liabilities
|
-
|
(1,099
|
)
|
|||||
Loss on extinguishment of debt
|
-
|
1,680
|
||||||
Other income/expense
|
13
|
95
|
||||||
Share-based compensation
|
260
|
293
|
||||||
Corporate relocation associated expenses
|
-
|
45
|
||||||
Adjusted EBITDA
|
$
|
(1,440
|
)
|
$
|
(508
|
)
|
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