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)
|
☐ |
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))
|
Emerging growth company
|
☐
|
Item 2.02 |
Results of Operations and Financial Conditions
|
Item 9.01 |
Financial Statements and Exhibits
|
Exhibit
No.
|
Description |
Press Release issued August 2, 2018.
|
RICEBRAN TECHNOLOGIES
|
||
Date: August 2, 2018
|
By:
|
/s/ Robert Smith
|
Robert Smith
|
||
Chief Executive Officer
|
||
(Duly Authorized Officer)
|
· |
Revenue in the second quarter totaled $3.2 million, better than our updated guidance but below our original expectations for the period. Net loss of $(2.2) million and adjusted EBITDA of $(1.8) million in the second quarter of 2018 compared to net loss of $(1.2) million and adjusted EBITDA of $(1.3) million in the same period in the prior year. Both revenue and margins were negatively impacted during the second quarter by the loss of production at our Mermentau, LA facility starting in mid-April, which limited our ability to grow the business and caused us to ship more from our California facilities at much higher freight costs. In addition, gross margin was negatively impacted by reduced production at our Dillon, MT facility due to a large Cap Ex project related to attaining plant certification and an increase of approximately 37.9% in raw bran prices.
|
· |
Our balance sheet remains liquid and strong. We received $3.9 million of proceeds from warrant exercises during the quarter, which more than offset cash burn from operations and helped to increase shareholders’ equity. We ended the quarter with cash and cash equivalents of $7.7 million, debt of $14,000, and shareholders’ equity of $16.8 million.
|
· |
We entered into a new rice bran supply agreement with Golden Ridge Rice Mills. Golden Ridge Rice Mills will provide us with stabilized rice bran (SRB) from its location in Wynne, AR. This agreement positions RBT to expand our sourcing capabilities into Arkansas, the largest rice producing state in the U.S.
|
· |
We also secured an option to purchase Golden Ridge Rice Mills. We believe that owning and operating rice mills and the related rice bran production facilities will be an important part of our future supply of SRB, in addition to working with our current rice mill partners. It would also provide us substantial space to develop new products derived from SRB, an area of concentration for us where we see many growth opportunities.
|
· |
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 now sees 2018 revenue of $14.0-$15.0 million. We expect modest revenue growth in the third quarter and more substantial growth in the fourth quarter.
|
· |
Revenue of $3.2 million increased 1.7% from $3.1 million, driven mainly from food products. Growth in animal feed product revenue was limited by the production issues we experienced in Mermentau.
|
· |
Gross profit margin declined 470 basis points, primarily due to the idling of our Mermentau plant, reduced production at Dillon due to a large Cap Ex project related to certification, higher raw rice bran costs, and higher freight costs related to supplying Mermentau customers from California.
|
· |
SG&A increased 6% mainly due to higher sales costs, additional headcount in quality assurance and operations to support our certification, and higher professional fees.
|
· |
Our financial condition improved during the quarter as a result of cash received from warrant exercises more than offsetting our net losses. Our cash and cash equivalents and shareholders’ equity increased to $7.7 million and $16.8 million at June 30, 2018 compared to $5.1 million and $14.9 million, respectively, for those items at March 31, 2018. We received $3.9 million of proceeds from warrant exercises during the quarter and Cap Ex totaled $1.1 million.
|
· |
RBT is lowering its 2018 annual revenue target to $14.0 million to $15.0 million from $16.0 million to reflect lower revenue in the second and third quarters due to the negative impact of the production losses we experienced in April-July at Mermentau leading to our decision to delay certain anticipated new customer additions until later in the year.
|
· |
RBT expects adjusted EBITDA losses to improve in the third quarter from second quarter levels and expects a more considerable improvement in the fourth quarter as sequential revenue growth accelerates. We continue to target attaining positive adjusted EBITDA by mid-2019.
|
· |
We continue to believe our balance sheet is sufficient to support our growth plan for 2018 and beyond.
|
· |
Our guidance does not assume the financial impact that would result from exercising our option to purchase Golden Ridge Rice Mills.
|
· |
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
|
|
Investor Contact:
|
|
|
Ascendant Partners, LLC
|
|
|
Richard Galterio
|
|
(732) 410-9810
|
||
rich@ascendantpartnersllc.com
|
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
|
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
|
2018
|
2017
|
|||||||
Net income (loss)
|
$
|
(2,160
|
)
|
$
|
(2,289
|
)
|
||
Interest expense
|
2
|
475
|
||||||
Depreciation & amortization
|
172
|
181
|
||||||
Unadjusted EBITDA
|
$
|
(1,986
|
)
|
$
|
(1,633
|
)
|
||
Add Back Other Items:
|
||||||||
Change in fair value of derivative liabilities
|
-
|
(22
|
)
|
|||||
Other income/expense
|
(9
|
)
|
(33
|
)
|
||||
Share-based compensation
|
171
|
361
|
||||||
Corporate relocation associated expenses
|
-
|
30
|
||||||
Other
|
-
|
7
|
||||||
Adjusted EBITDA
|
$
|
(1,824
|
)
|
$
|
(1,290
|
)
|
2018
|
2017
|
|||||||
Net income (loss)
|
$
|
(4,073
|
)
|
$
|
(5,100
|
)
|
||
Interest expense
|
3
|
1,530
|
||||||
Depreciation & amortization
|
371
|
414
|
||||||
Unadjusted EBITDA
|
$
|
(3,699
|
)
|
$
|
(3,156
|
)
|
||
Add Back Other Items:
|
||||||||
Change in fair value of derivative liabilities
|
-
|
(1,121
|
)
|
|||||
Loss on extinguishment of debt
|
-
|
1,680
|
||||||
Other income/expense
|
7
|
63
|
||||||
Share-based compensation
|
431
|
654
|
||||||
Corporate relocation associated expenses
|
-
|
75
|
||||||
Other
|
-
|
7
|
||||||
Adjusted EBITDA
|
$
|
(3,261
|
)
|
$
|
(1,798
|
)
|
C*P&&'\_6O2K+4/#-GK