UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from __________ to __________ |
Commission File Number
RiceBran Technologies
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| | | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule l2b-2 of the Exchange Act). Yes
As of October 25, 2021, there were
RiceBran Technologies
Form 10-Q
| PART I. FINANCIAL INFORMATION |
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| PART II. OTHER INFORMATION |
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Cautionary Note about Forward-Looking Statements
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, liquidity or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services, products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. The forward-looking statements contained herein reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Actual results may differ materially from those projected in such forward-looking statements due to a number of factors, risks and uncertainties, including the factors that may affect future results set forth in this Current Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2020. We disclaim any obligation to update any forward looking statements as a result of developments occurring after the date of this quarterly report.
Unless the context requires otherwise, references to “we,” “us,” “our” and “the Company” refer to RiceBran Technologies and its consolidated subsidiaries.
PART I. FINANCIAL INFORMATION
Condensed Consolidated Statements of Operations
(Unaudited) (in thousands, except share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Loss (gain) on disposition and involuntary conversion of property and equipment | ( | ) | ||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on extinguishment of PPP loan | ||||||||||||||||
| Other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per common share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited) (in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Derivative financial instruments designated as cash flow hedges: | ||||||||||||||||
| Gains (losses) arising during the period | ( | ) | ||||||||||||||
| Reclassification of losses realized to cost of goods sold | ||||||||||||||||
| Net other comprehensive income | ||||||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
See Notes to Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited) (in thousands, except share amounts)
| September 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts of and | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Commodities payable | ||||||||
| Accrued salary, wages and benefits | ||||||||
| Accrued expenses | ||||||||
| Operating lease liabilities, current portion | ||||||||
| Due under insurance premium finance agreements | ||||||||
| Due under factoring agreement | ||||||||
| Finance lease liabilities, current portion | ||||||||
| Long-term debt, current portion | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, less current portion | ||||||||
| Finance lease liabilities, less current portion | ||||||||
| Long-term debt, less current portion | ||||||||
| Warrant liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders' equity: | ||||||||
| Preferred stock, shares authorized: Series G, convertible, shares authorized, stated value , shares and shares, issued and outstanding | ||||||||
| Common stock, par value, shares authorized, shares and shares, issued and outstanding | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders' equity | ||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Cash Flows
(Unaudited) (in thousands)
| Nine Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Cash flow from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Stock and share-based compensation | ||||||||
| Loss on diposition and involuntary conversion of property and equipment | ||||||||
| Gain on extinguishment of PPP loan | ( | ) | ||||||
| Other | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Commodities payable | ( | ) | ||||||
| Other | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
|
Cash flows from investing activities:
| ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from insurance on involuntary conversion | ||||||||
| Proceeds from sale of property | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
|
Cash flows from financing activities:
| ||||||||
| Advances on factoring agreement | ||||||||
| Payments on factoring agreement | ( | ) | ( | ) | ||||
| Advances on insurance premium finance agreements | ||||||||
| Payments on insurance premium finance agreements | ( | ) | ( | ) | ||||
| Advances on long-term debt and finance lease liabilities | ||||||||
| Payments on long-term debt and finance lease liabilities | ( | ) | ( | ) | ||||
| Proceeds from issuances of common stock and warrants, net of costs | ||||||||
| Proceeds from common stock warrant exercises | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents | $ | $ | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | ||||||||
| Net change in cash and cash equivalents | $ | $ | ( | ) | ||||
| Supplemental disclosures: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed consolidated financial statements (interim financial statements) of RiceBran Technologies and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the Securities and Exchange Commission (the "SEC") for reporting on Form 10-Q; therefore, they do not include all of the information and notes required by GAAP for complete financial statements. The interim financial statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented of a normal and recurring nature necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented.
These interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2020, which included all disclosures required by generally accepted accounting principles.
The results reported in these interim financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared based on the realization of assets and the satisfaction of liabilities in the normal course of business.
NOTE 2. BUSINESS
We are a specialty ingredient company focused on the development, production, and marketing of products derived from traditional and ancient small grains. We create and produce products utilizing proprietary processes to deliver improved nutrition, ease of use, and extended shelf-life, while addressing consumer demand for all natural, non-GMO and organic products. We believe our products are valuable alternatives to traditional food ingredients.
Notably, we apply our proprietary technologies to convert raw rice bran into stabilized rice bran ("SRB"), and high value-added derivative products including: RiBalance, a rice bran nutritional package derived from SRB; RiSolubles, a nutritious, carbohydrate and lipid rich fraction of RiBalance; RiFiber, a fiber rich insoluble derivative of RiBalance and ProRyza, a rice bran protein-based product; as well as a variety of other valuable derivatives extracted from these core products.
In granular form, SRB is an ingredient used in products for human and animal consumption. We believe SRB has certain qualities that make it more attractive than ingredients based on the by-products of other agricultural commodities, including corn, soybeans, wheat, and yeast. Our SRB products and SRB derivatives support the production of healthy, natural, hypoallergenic, gluten free, and non-genetically modified ingredients and supplements for use in meats, baked goods, cereals, coatings, health foods, and high-end animal nutrition. Our target customers are food and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally.
We manufacture and distribute SRB from
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recent accounting standards not yet adopted
The following discusses the accounting standard(s) not yet adopted that will, or are expected to, result in a significant change in practice and/or have a significant financial impact on our financial position, results of operations or cash flows.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
In June 2016, the Financial Accounting Standards Board ("FASB") issued guidance ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which changes the accounting for credit losses for certain instruments, including trade receivables, from an incurred loss method to a current expected loss method. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The guidance, and subsequent guidance related to the topic, is effective for our annual and interim periods beginning in 2023 and must be adopted on a modified retrospective approach through cumulative-effect adjustment to retained earnings as of January 1, 2023. Based on the nature of our current receivables and our credit loss history, we do not expect the adoption of the guidance to have a significant impact on our results of operations, financial position, or cash flows.
Recently adopted accounting standards
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). Among other things, the new guidance eliminates some of the conditions that must be met for equity classification of freestanding warrants under ASC 815-40-25. We adopted ASU 2020-06 effective January 1, 2021, using the modified retrospective method. Adoption of the standard had no impact on our results of operations, financial position, or cash flows.
NOTE 4. CASH AND CASH EQUIVALENTS
As of September 30, 2021, we have $
We have cash on deposit in excess of federally insured limits at a bank. We do not believe that maintaining substantially all such assets with the bank or investing in a liquid mutual fund represent material risks.
NOTE 5. ACCOUNTS RECEIVABLE AND REVENUES
Amounts billed and due from our customers are classified as accounts receivables on our consolidated balance sheets and require payment on a short-term basis. Invoices are generally issued at the point control transfers and substantially all of our invoices are due within 30 days or less, however certain customers have terms of up to 120 days. For substantially all of our contracts, control of the ordered product(s) transfers at our location. Periodically, we require payment prior to the point in time we recognize revenue. Amounts received from customers prior to revenue recognition on a contract are contract liabilities, are classified as customer prepayments liability on our consolidated balance sheets and are typically applied to an invoice within 30 days of the prepayment.
Our accounts receivable potentially subject us to significant concentrations of credit risk. Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of consolidated totals) are stated below as a percent of consolidated totals.
| Customer | ||||||||||||||||||||
| A | B | C | D | E | ||||||||||||||||
| % of revenues, three months ended September 30, 2021 | % | % | % | % | % | |||||||||||||||
| % of revenues, three months ended September 30, 2020 | % | % | % | % | % | |||||||||||||||
| % of revenues, nine months ended September 30, 2021 | % | % | % | % | % | |||||||||||||||
| % of revenues, nine months ended September 30, 2020 | % | % | % | % | % | |||||||||||||||
| % of accounts receivable, as of September 30, 2021 | % | % | % | % | % | |||||||||||||||
| % of accounts receivable, as of December 31, 2020 | % | % | % | % | % | |||||||||||||||
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents revenues by geographic area shipped to (in thousands).
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| Other countries | ||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
NOTE 6. INVENTORIES
The following table details the components of inventories (in thousands).
| September 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Finished goods | $ | $ | ||||||
| Raw materials | ||||||||
| Packaging | ||||||||
| Inventories | $ | $ | ||||||
NOTE 7. PROPERTY AND EQUIPMENT
The following table details the components of property and equipment (amounts in thousands).
| September 30, | December 31 | ||||||||||||
| 2021 | 2020 | Estimated Useful Lives | |||||||||||
| Land | $ | $ | |||||||||||
| Furniture and fixtures |
| - | |||||||||||
| Plant |
| - | |||||||||||
| Computer and software |
| - | |||||||||||
| Leasehold improvements |
| - | |||||||||||
| Machinery and equipment |
| - | |||||||||||
| Property and equipment, cost | |||||||||||||
| Less accumulated depreciation | |||||||||||||
| Property and equipment, net | $ | $ | |||||||||||
Amounts payable for property and equipment included in accounts payable of $
Involuntary Conversion
In 2020, we wrote down assets, consisting primarily of a building, machinery and equipment, in the amount of $
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 8. LEASES
The components of lease expense and cash flows from leases (amounts in thousands) follow.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Finance lease cost: | ||||||||||||||||
| Amortization of right-of use assets, included in cost of goods sold | $ | $ | $ | $ | ||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Operating lease cost, included in selling, general and administrative expenses: | ||||||||||||||||
| Fixed leases cost | ||||||||||||||||
| Variable lease cost | ||||||||||||||||
| Short-term lease cost | ||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||
| Operating cash flows from finance leases | $ | $ | $ | $ | ||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||
| Financing cash flows from finance leases | $ | $ | $ | $ | ||||||||||||
As of September 30, 2021, variable lease payments do not depend on a rate or index. As of September 30, 2021, property and equipment, net, includes $
As of September 30, 2021, we do not believe it is certain that we will exercise any renewal options. The remaining terms of our leases and the discount rates used in the calculation of the fair value of our leases as of September 30, 2021, follows.
| Operating Leases | Finance Leases | |||||||||
| Remaining leases terms (in years) | - | - | ||||||||
| Weighted average remaining lease terms (in years) | 6.4 | 2.4 | ||||||||
| Discount rates | - | % | - | % | ||||||
| Weighted average discount rate | 7.7 | % | 5.1 | % | ||||||
Maturities of lease liabilities as of September 30, 2021, follows (in thousands).
| Operating | Finance | |||||||
| Leases | Leases | |||||||
| 2021 (three months ended December 31, 2021) | $ | $ | ||||||
| 2022 | ||||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Amounts representing interest | ( | ) | ( | ) | ||||
| Present value of lease obligations | $ | $ | ||||||
NOTE 9. DEBT
We finance certain amounts owed for annual insurance premiums under financing agreements. As of September 30, 2021, amounts due under insurance premium financing agreements are due in monthly installments of principal and interest through February 2022, at an average interest rate of
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
In October 2019, we entered into a factoring agreement which provides for a $
Due under factoring agreement consists of the following (in thousands).
| September 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Borrowings outstanding | $ | $ | ||||||
| Debt issuance costs, net | ( | ) | ( | ) | ||||
| Due under factoring agreement | $ | $ | ||||||
Additional information related to our factoring obligation follows.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Average borrowings outstanding (in thousands) | $ | $ | $ | $ | ||||||||||||
| Amortization of debt issuance costs (in thousands) | $ | $ | $ | $ | ||||||||||||
| Fees paid, as a percentage of average outstanding borrowings | % | % | % | % | ||||||||||||
| Interest paid, as a percentage of average outstanding borrowings | % | % | % | % | ||||||||||||
Long-term debt consists of the following (in thousands).
| September 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Mortgage promissory note - Dated September 2020. Interest accrues at an annual rate which is the greater of above the lender's prime rate and . Payable in monthly installments through June 2022. Net of and debt issuance costs at September 30, 2021 and December 31, 2020. | $ | $ | ||||||
| Payroll Protection Program note - Dated April 2020. Interest accrued at an annual rate of . Forgiven in January 2021. | ||||||||
| Equipment notes - Initially recorded in November 2018, in an acquisition, at the present value of future payments using a discount rate of per year. Payable in monthly installments through expiry dates ranging from May 2022 to August 2022. | ||||||||
| Equipment note - Dated December 2019. Due in monthly installments through December 2024. Interest accrues at the effective discount rate of per year. | ||||||||
| Equipment note - Dated May 2021. Original principal $46. Due in monthly installments through June 2025. Interest accrues at the effective discount rate of per year. | ||||||||
| Total long term debt, net | $ | $ | ||||||
In April 2020, we received $
In July 2020, we entered into a mortgage agreement with a lender pursuant to a promissory note. In September 2020, we borrowed $
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
Future principal maturities of long-term debt outstanding as of September 30, 2021, follow (in thousands).
| 2021 (three months ended December 31, 2021) | $ | |||
| 2022 | ||||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| Principal maturities | ||||
| Debt issuance costs | ( | ) | ||
| Total long term debt, net | $ |
NOTE 10. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS
A summary of equity activity follows (in thousands, except share amounts).
| Shares |
| |||||||||||||||||||||||
| Preferred | Preferred | Common | Accumulated | |||||||||||||||||||||
| Series G | Common | Stock | Stock | Deficit | Equity | |||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Common stock awards under equity incentive plans | ||||||||||||||||||||||||
| Common stock issued to vendor | ||||||||||||||||||||||||
| Other | - | - | ( | ) | ( | ) | ||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||
| Balance, March 31, 2021 | ( | ) | ||||||||||||||||||||||
| Common stock awards under equity incentive plans | ||||||||||||||||||||||||
| Common stock issued to vendor | ||||||||||||||||||||||||
| Exercise of common stock warrant | ||||||||||||||||||||||||
| Other | - | - | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||
| Balance, June 30, 2021 | ( | ) | ||||||||||||||||||||||
| Common stock awards under equity incentive plans | ||||||||||||||||||||||||
| Common stock issued to vendor | ||||||||||||||||||||||||
| Sale of common stock and common stock warrants, net of costs | ||||||||||||||||||||||||
| Exercise of common stock warrant | ||||||||||||||||||||||||
| Conversion of preferred stock into common stock | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Shares | Other | |||||||||||||||||||||||||||
| Preferred | Preferred | Common | Accumulated | Comprehensive | ||||||||||||||||||||||||
| Series G | Common | Stock | Stock | Deficit | Loss | Equity | ||||||||||||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Common stock awards under equity incentive plans | ||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2020 | ( | ) | ||||||||||||||||||||||||||
| Common stock awards under equity incentive plans | ||||||||||||||||||||||||||||
| Common stock issued to vendors | ||||||||||||||||||||||||||||
| Exercise of common stock warrants | ||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, June 30, 2020 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common stock awards under equity incentive plans | ||||||||||||||||||||||||||||
| Sale of common stock, net of costs | ||||||||||||||||||||||||||||
| Other comprehensive income | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2020 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
Share-based compensation under equity incentive plans, by type of award follows (in thousands).
| Three Months Ended | ||||||||||||
| September 30, 2021 | June 30, 2021 | March 31, 2021 | ||||||||||
| Common stock, vested at issuance and nonvested at issuance | $ | $ | $ | |||||||||
| Stock options | ||||||||||||
| Restricted stock units | ||||||||||||
| Compensation expense related to common stock awards issued under equity incentive plans | $ | $ | $ | |||||||||
In September 2021, we issued and sold
Under the terms of the securities purchase agreement related to the September 2021 offering, we are prohibited from making sales pursuant to the at-the-market ("ATM") issuance sales agreement with B. Riley FBR, Inc., as sales agent (discussed in the next paragraph), or from entering into any agreement to effect a variable rate transaction until March 12, 2022. We are also prohibited from entering into an agreement to effect any at-the-market issuance involving a variable rate transaction until September 13, 2023.
During the three months ended September 30, 2021, we issued and sold
In the three months ended September 30, 2021, we issued to an employee
In the three months ended September 30, 2021, holders forfeited options for the purchase of up to
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
A summary of restricted stock unit ("RSU") activity follows.
| RSU Shares Issued | Unrecognized Stock Compensation (in thousands) | Weighted Average Expense Period (Years) | ||||||||||
| Nonvested at December 31, 2020 | $ | |||||||||||
| Granted | ||||||||||||
| Expensed | - | ( | ) | |||||||||
| Nonvested at March 31, 2021 | ||||||||||||
| Granted | ||||||||||||
| Vested | ( | ) | - | |||||||||
| Expensed | - | ( | ) | |||||||||
| Nonvested at June 30, 2021 | ||||||||||||
| Forfeited | ( | ) | ( | ) | ||||||||
| Expensed | - | ( | ) | |||||||||
| Nonvested at September 30, 2021 | $ | |||||||||||
The shares of common stock subject to the RSUs granted in 2021 vest within two years of grant. The 2021 RSU grants are not subject to any market conditions and were valued using the market price of our common stock on the date of grant.
As of September 30, 2021, issuance of
In the three months ended September 30, 2021, we issued
In the three months ended June 30, 2021, we issued
In the three months ended March 31, 2021, warrants for the purchase of up to
In October 2021, we issued
NOTE 11. INCOME TAXES
Our tax expense for the three and nine months ended September 30, 2021 and 2020, differs from the tax expense computed by applying the U.S. statutory tax rate to net loss as no tax benefits were recorded for tax losses generated in the U.S. As of September 30, 2021, we had deferred tax assets primarily related to U.S. federal and state tax loss carryforwards. We provided a full valuation allowance against our deferred tax assets as future realization of such assets is not more likely than not to occur.
NOTE 12. LOSS PER SHARE (EPS)
Basic EPS is calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. Our outstanding convertible preferred stock are considered participating securities as the holders may participate in undistributed earnings with holders of common shares and are not obligated to share in our net losses.
Diluted EPS is computed by dividing the net loss attributable to RiceBran Technologies common shareholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effects of outstanding options, warrants, nonvested shares of common stock and nonvested restricted stock units that vest solely on the basis of a service condition are calculated using the treasury stock method. The dilutive effects of the outstanding preferred stock are calculated using the if-converted method.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
Below are reconciliations of the numerators and denominators in the EPS.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| NUMERATOR (in thousands): | ||||||||||||||||
| Denominator for basic and diluted EPS - net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| DENOMINATOR: | ||||||||||||||||
| Weighted average number of shares of shares of common stock outstanding | ||||||||||||||||
| Weighted average number of shares of common stock underlying vested RSUs | ||||||||||||||||
| Denominator for basic and diluted EPS - weighted average number of shares outstanding | ||||||||||||||||
No effects of potentially dilutive securities outstanding were included in the calculation of diluted EPS for the three and nine months ended September 30, 2021 and 2020, because to do so would be antidilutive as a result of our net loss. Potentially dilutive securities outstanding during the three and nine months ended September 30, 2021 and 2020, included our outstanding convertible preferred stock, options, warrants, nonvested restricted stock units and nonvested stock. Those potentially dilutive securities still outstanding could potentially dilute EPS in the future.
NOTE 13. FAIR VALUE MEASUREMENTS
The fair value of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable approximates their carrying value due to shorter maturities. As of September 30, 2021, the fair values of our operating lease liabilities were approximately $
The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
| Warrant liability (1) | $ | $ | $ | $ | |||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | |||||||||||||
The following tables summarize the changes in level 3 items measured at fair value on a recurring basis for both the three and nine months ended September 30, 2021 (in thousands):
| Fair Value as of Beginning of Period | Total and Unrealized | Issuance of New Instruments | Net | Fair Value, at End of Period | Change in Unrealized Gains (Losses) on Instruments Still Held | |||||||||||||||||||
| Warrant liability (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Total Level 3 fair value | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | We estimated the fair value of the Warrant using the Black-Scholes value of a |
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 14. COMMITMENTS AND CONTINGENCIES
PPP Audit Contingency
As discussed in Note 9, the outstanding principal and related accrued interest on our PPP loan were completely forgiven in January 2021. The SBA may audit any PPP loan at its discretion through January 2027, six years after the date the SBA forgave the loan. The SBA may review any or all of the following when auditing a PPP loan: whether the borrower qualified for the PPP loan, whether the PPP loan amount was appropriately calculated and the proceeds used for allowable purposes, and whether the loan forgiveness amount was appropriately determined. We could be deemed ineligible for the PPP loan received in 2020 upon audit by the SBA. We believe the SBA’s stated intention is to focus its reviews on borrowers with loans greater than $2 million, thereby mitigating our future risk of an audit. The SBA continues to develop and issue new and updated guidance regarding required borrower certifications and requirements for forgiveness of loans made under the program.
Employment Contracts and Severance Payments
In the normal course of business, we periodically enter into employment agreements which incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be reasonably estimated, we maintain insurance coverage, which we believe will effectively mitigate our obligations under these indemnification provisions. No amounts have been recorded in our financial statements with respect to any obligations under such agreements.
We have employment contracts with certain officers and key management that include provisions for potential severance payments in the event of without-cause terminations or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested equity grants would accelerate following a change in control.
Legal Matters
From time to time, we are involved in litigation incidental to the conduct of our business. These matters may relate to employment and labor claims, patent and intellectual property claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. Defense costs are expensed as incurred and are included in professional fees.
NOTE 15. RELATED PARTY TRANSACTIONS
Our director, Ari Gendason, is an employee and senior vice president and chief investment officer of Continental Grain Company ("CGC"). As of the date of this filing, CGC owns approximately
NOTE 16. FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS
On September 15, 2021, we received a notification letter from The Nasdaq Stock Market LLC (Nasdaq) indicating that we have failed to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires that companies listed on the Nasdaq Capital Market maintain a minimum bid price of $1.00. To regain compliance with this listing rule, the closing bid price of our common stock has to be at least $1.00 for a period of Nasdaq's discretion, of at least 10, but not to exceed 20, consecutive business days. In accordance with Nasdaq Marketplace Rules and 5810(c)(3)(A), we have a period of 180 calendar days from the date of notification, or until March 14, 2022, to regain compliance with the minimum bid price requirement. We may be eligible for an additional 180-day compliance period if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement. We are committed to taking actions that would enable us to regain compliance, including, if necessary, completing a reverse split of our common stock to increase its share price above the $1.00 minimum bid price.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Three Months Ended September 30, 2021, Compared to Three Months Ended September 30, 2020
Revenue was $6.9 million in the third quarter of 2021, up $1.7 million from $5.2 million in the third quarter of 2020. This 34% year-over-year increase was underpinned by strong year-over-year increases in revenues from Golden Ridge, our Arkansas-based rice mill. Year-over-year revenue growth for the quarter was negatively impacted by logistical challenges in our core-SRB operations and unplanned downtime at MGI, our Minnesota-based oats and barley mill.
Gross loss was $0.3 million in the third quarter of 2021, a $0.5 million improvement from a gross loss of $0.8 million in the third quarter of 2020. The year-over-year improvement in gross loss was driven by improvements in profitability at Golden Ridge and our Dillon, Montana SRB derivative facility. Gross profits in the quarter were negatively impacted by higher raw material and freight costs, as well as losses at MGI due to unplanned downtime.
Selling, general and administrative (SG&A) expenses were $1.8 million in the third quarter of 2021 and approximately equal to $1.8 million in the third quarter of 2020. Due to reduced gross losses, SG&A remaining flat, and the absence of $0.1 million in impairments present in last year’s results, operating losses were $2.1 million in the third quarter of 2021, down from $2.7 million in the third quarter of 2020.
Interest expense in the second quarter of 2021 was approximately $0.1 million, which was in-line with $0.1 million in the third quarter of 2020. Due to the reduction in operating losses, net losses in the third quarter of 2021 were $2.2 million, or $0.05 per share, compared to $2.8 million, or $0.07 per share, in the third quarter of 2020.
Nine Months Ended September 30, 2021, Compared to Nine Months Ended September 30, 2020
Revenue was $23.1 million in the first nine months of 2021, up $3.7 million, from $19.4 million in the first nine months of 2020. This 19% increase year-over-year was due to sales growth for all businesses. Sales of SRB and SRB derivatives grew over 11% in the first nine months of 2021 due to 45% growth in SRB derivative sales, while both MGI and Golden Ridge generated double-digit growth in revenue in the first nine months of 2021 from the first nine months of 2020.
Gross profit was $0.5 million in the first nine months of 2021, compared to a gross loss of $2.4 million in the first nine months of 2020. The $2.9 million increase in gross profit reflected improved profitability for all businesses, with a notable reduction in gross losses for Golden Ridge. The transition to gross profit in the first nine months of 2021 was also supported by the increase in sales of higher-margin SRB derivatives sales compared to the first nine months of 2020.
SG&A expenses were $5.5 million in the first nine months of 2021, compared to $6.6 million in the first nine months of 2020, a decrease of $1.1 million. This reduction was achieved through cuts in corporate support headcount and outside professional services, supported by process improvement and modest investments in technical support infrastructure. As a result of higher gross profits and lower SG&A, operating losses were $4.9 million in the first nine months of 2021, down from $9.5 million in the first nine months of 2020.
Interest expense in the first nine months of 2021 was $0.4 million compared to $0.2 million in the first nine months of 2020 due to higher average borrowings in the 2021 period. In January 2021, we recognized a $1.8 million gain on extinguishment of our Small Business Administration (SBA) Paycheck Protection Program (PPP) loan (see Notes 9 and 14 of the Notes to Unaudited Condensed Consolidated Financial Statements for further discussion of the loan).
Net loss in the first nine months of 2021 was $3.5 million, or $0.08 per share, compared to net losses of $9.8 million, or $0.24 per share, in the first nine months of 2020. The year-over-year reduction in net losses was a result of lower operating losses and the nonrecurring gain on extinguishment of debt in the first nine months of 2021 compared to the first nine months of 2020.
COVID-19 Assessment
The COVID-19 pandemic is a worldwide health crisis that is adversely affecting the business and financial markets of many countries. The pandemic could adversely affect the demand for our products, and it poses the risk that we, or our customers, suppliers, and other business partners may be disrupted or prevented from conducting business for an uncertain period of time. The extent to which this would impact our financial results is unknown as it is dependent on future developments, which are highly uncertain. As such, it is difficult to estimate the exact magnitude of the COVID-19 pandemic on our business.
We have not had, and we do not expect, any of our facilities subject to government-mandated closures, and we have informed our customers that we anticipate operating throughout the COVID-19 outbreak. Disruption in the supply chain of raw materials used to produce our products, as a result of the COVID-19 outbreak, has not caused us to close any of our facilities, and to date, our employees have been reporting to work, either remotely or in-person without any material change in attendance or productivity. However, we cannot ensure that the COVID-19 outbreak will not cause disruptions to our business in the future.
Liquidity and Capital Resources
We had $6.2 million in cash and equivalents as of September 30, 2021, an increase of $0.9 million from $5.3 million on December 31, 2020. During the first nine months of 2021, we used $2.0 million of cash to fund our operating loss. We used $0.5 million in cash for investing activities which consisted of $1.2 million in capital expenditures, primarily for the purchase and installation of capital equipment at our Arkansas and Minnesota facilities, offset by $0.6 million in proceeds received from an insurance company for hurricane damaged sustained to our Lake Charles facility in 2020. The operating and investing uses of cash were offset by $3.5 million in cash generated from financing activities, where proceeds from sales of common stock and warrants more than offset principal payments on our premium finance agreements, long-term debt and leases.
On March 30, 2020, we entered into a sales agreement with respect to an at-the-market ("ATM") offering program, under which we may offer and sell shares of our common stock having an aggregate offering price of up to $6.0 million. We are currently prohibited from making sales pursuant to the ATM until 180 days after the closing date of the September 2021 offering. In April 2020, we were approved for a $1.8 million SBA PPP loan as discussed further in Note 9 of the Notes to Unaudited Condensed Consolidated Financial Statements. In the third quarter of 2021, we raised $0.5 million, net of $0.1 million of stock issuance costs, from the sale of shares under our ATM program and $2.8 million, net of offering costs, from the September 2021 offering, and the $1.8 million PPP loan that was completely forgiven in the first quarter of 2021 all contributed to reducing total long-term debt to $1.5 million at September 30, 2021, compared to $3.7 million at December 31, 2020. As of the date of this filing, management believes we have sufficient capital reserves to fund the operations of the business through the Company’s expected transition to profitability or positive cash flow and with our expected future ability to obtain debt or raise equity capital, we will be able to obtain sufficient cash to operate our business in both the short and long-term.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, other than operating leases with original terms of less than a year and employee contracts, that have or are likely to have a current or future material effect on our financial condition, changes in financial condition, revenue, expenses, results of operations, liquidity, capital expenditures, or capital resources.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures on the date of the financial statements. On an ongoing basis, we evaluate the estimates, including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. As of September 30, 2021, there have been no significant changes to our critical accounting policies and related estimates previously disclosed in our 2020 Annual Report on Form 10-K.
Recent Accounting Pronouncements
See Note 3 in the Notes to Unaudited Condensed Consolidated Financial Statements for further discussion.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosures.
We evaluated, with the participation of our executive chairman, and chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our executive chairman and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
During the most recently completed fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
We are involved in or subject to, or may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course of business. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position, results of operations or cash flows. We record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, which could materially affect our business, financial condition, liquidity or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended September 30, 2021, we issued the securities described below without registration under the Securities Act of 1933, as amended (the "Securities Act"). The description below does not include issuances that were disclosed previously on Current Reports on Form 8-K. Unless otherwise indicated below, the securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended. All issuances below were made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.
On September 30, 2021, we issued 6,000 shares of common stock to a service provider, that is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $5,460.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
None.
The following exhibits are attached hereto and filed herewith:
| Incorporated by Reference |
||||||||||||
| Exhibit Number |
Exhibit Description |
Form |
File No. |
Exhibit Number |
Filing/Effective Date |
Filed Here- with |
||||||
| 4.1 |
8-K |
|
001-36245 |
4.1 |
September 13, 2021 |
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| 4.2 |
8-K |
001-36245 |
4.2 |
September 13, 2021 |
||||||||
| 10.1 |
8-K |
001-36245 |
10.1 |
September 13, 2021 |
||||||||
| 31.1 |
X |
|||||||||||
| 31.2 |
X |
|||||||||||
| 32.1 |
X |
|||||||||||
| 101.INS (1) |
Inline XBRL Instance Document |
X |
||||||||||
| 101.SCH (1) |
Inline XBRL Taxonomy Extension Schema Document |
X |
||||||||||
| 101.CAL (1) |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
X |
||||||||||
| 101.DEF (1) |
Inline XBRL Taxonomy Extension Calculation Definition Linkbase Document |
X |
||||||||||
| 101.LAB (1) |
Inline XBRL Taxonomy Extension Calculation Label Linkbase Document |
X |
||||||||||
| 101.PRE (1) |
Inline XBRL Taxonomy Extension Calculation Presentation Linkbase Document |
X |
||||||||||
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|||||||||||
| (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. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: October 27, 2021 |
RiceBran Technologies | |
| /s/ Peter G. Bradley |
||
| Name: Peter G. Bradley |
||
| Title: Director and Executive Chairman |
||
| /s/ Todd T. Mitchell |
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| Name: Todd T. Mitchell |
||
| Title: Chief Financial Officer |
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