SECURITIES & EXCHANGE COMMISSION EDGAR FILING
RiceBran Technologies
Form: 10-K
Date Filed: 2021-02-25
Corporate Issuer CIK: 1063537
© Copyright 2021, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
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 0 01-36245
RiceBran Technologies
(Exact name of registrant as specified in its Charter)
California
(State of Incorporation)
1330 Lake Robbins Drive, Suite 250
The Woodlands, TX
(Address of Principal Executive Offices)
87-0673375
(I.R.S. Employer Identification No.)
77380
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (281) 675-2421
Securities registered under Section 12(b) of the Exchange Act:
Title of each class
Common Stock, no par value per share
Trading symbol
RIBT
Name of each exchange on which registered
The NASDAQ Capital Market
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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. Yes ☒ No ☐
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).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth 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 ☐
Non-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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☐
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended). YES ☐ NO ☒
As of June 30, 2020, the aggregate market value of our common stock held by non-affiliates was approximately $23.4 million calculated by using the closing
price of the common stock on such date on NASDAQ Capital Market of $0.83 per share.
As of February 25, 2021, there were 45,238,087 shares of common stock outstanding.
Documents incorporated by reference: Portions of the registrant’s Definitive Proxy Statement for its annual meeting of shareholders, which Definitive Proxy
Statement will be filed with the Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2020, are incorporated by reference
into Part III of this Annual Report on Form 10-K.
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Table of Contents
PART I
PART II
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
FORM 10-K
INDEX
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Signatures
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not
historical facts, but are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “believes,”
“anticipates,” “expects,” “estimates,” “intends,” “plans,” “projects,” “will,” “may” and similar expressions are intended to identify forward-looking statements, but are
not the exclusive means of identifying such statements. These forward-looking statements are not guarantees of future performance and concern matters that
could subsequently differ materially from those described in the forward-looking statements. Future events and actual results could differ materially from those
discussed in this Annual Report. These risks and uncertainties include those described in “Risk Factors” and elsewhere in this Annual Report. Except as required
by law, we undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this
Annual Report. We do not endorse any projections regarding future performance that may be made by third parties.
Unless the context requires otherwise, references to “we,” “us,” “our” and the “Company” refer to RiceBran Technologies, and its consolidated subsidiaries.
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ITEM 1. BUSINESS
Overview
Our Company
PART I
We are a specialty ingredient company that utilizes proprietary stabilization and separation technologies, supported by specialty milling processes, to deliver
critical nutritional and functional ingredients derived from ancient grains for the food, nutraceutical, pet care and animal feed categories. We are focused on
milling rice and other small grains and producing, processing and marketing value-added healthy, natural and nutrient dense products derived from these grains.
Notably, we are a market leader in North America in converting raw rice bran into stabilized rice bran (SRB) and high value derivative products including:
•
•
•
•
RiBalance, a complete rice bran nutritional package derived from further processing of SRB;
RiSolubles, a highly nutritious, carbohydrate and lipid rich fraction of RiBalance;
RiFiber, a protein and fiber rich insoluble derivative of RiBalance; and
our family of ProRyza products, which includes derivatives composed of protein and protein/fiber blends.
Over the past decade, we have developed our products by optimizing our proprietary processes to support the production of healthy, natural, and non-genetically
modified ingredients that are gluten free and free of all major allergens for use in baked goods, cereals, coatings, health foods, high-end animal nutrition, and
animal health products. Our existing and target customers are food and animal nutrition manufacturers, wholesalers and retailers, both domestically and
internationally.
We incorporated under the laws of the State of California in 2000. From July 2003 until October 2012, our corporate name was “NutraCea.” In October 2012, we
changed our name to RiceBran Technologies. In 2018, we moved our corporate headquarters to The Woodlands, Texas. Over the past several years, we have
acquired and divested of certain investments:
•
•
•
•
2019 – Acquired MGI Grain Processing, LLC., an East Grand Forks, Minnesota based company now operating as MGI Grain, Incorporated (MGI) which
operates a grain mill and processing facility in East Grand Forks, Minnesota,
2018 – Acquired Golden Ridge Rice Mills, LLC, a Wynne, Arkansas based company now operating as Golden Ridge Rice Mills, Inc. (Golden Ridge)
which operates a rice mill in Wynne, Arkansas,
2017 – Divested of our majority interest in Nutra S.A. LLC (Nutra SA). Nutra SA’s only operating subsidiary was Industria Riograndens De Oleos
Vegetais Ltda. (Irgovel), which operates a rice bran oil refining plant in Pelotas, Brazil.
2017 – Divested of Healthy Natural, Inc. (HN), which had a formulating, blending and co-packaging facility in Irving, Texas, that manufactured blended
and/or packaged functional food products for the nutrition and functional food markets.
We currently source SRB at four locations: two leased raw rice bran stabilization facilities located within supplier-owned rice mills in Arbuckle and West
Sacramento, California, one company-owned rice bran stabilization facility in Mermentau, Louisiana, and our company-owned rice mill, Golden Ridge, in Wynne,
Arkansas. “Stage II” refers to the products produced using proprietary processing equipment and technology for further processing of SRB into finished products.
We produce our Stage II products at our Dillon, Montana facility, including: RiSolubles, RiFiber, RiBalance, and our ProRyza family of products.
Rice Mill
On November 28, 2018 we acquired Golden Ridge Rice Mills, LLC, a recently constructed rice milling and bran stabilization facility on nearly 32 acres in Wynne,
Arkansas. Golden Ridge provides us with a presence in the largest rice-producing state and a cost-efficient source of SRB that is close to many of our customers
in the Midwest and Eastern U.S. Golden Ridge specializes in producing #1 and #2 Grade U.S. premium long and medium white rice milled to United States
Department of Agriculture (USDA) standards, as well as brown rice, brewers rice, and brokens. We believe these products offer synergies to our core SRB
business and should enable our sales team to deepen our relationship with our customers. Golden Ridge adheres to standard operating procedures and passed
all the prerequisite audits required to meet Good Manufacturing Practice (GMP) standards and Safe Quality Food (SQF) certifications.
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Barley and Oats Mill
On April 4, 2019, we acquired MGI Grain Processing, LLC’s grain milling and processing facility in East Grand Forks, Minnesota which specializes in processing
barley and oats, and provides mustard toll milling services. MGI provides us with a milling presence in a key production region in the U.S. and a complimentary
portfolio of barley and oat ingredients, as well as other ancient grains. This creates synergy with our rice and rice bran products as they are purchased by
substantially the same buyers as our rice products. MGI’s facility is an American Institute of Baking (AIB) certified barley pearling facility, Hazard Analysis Critical
Control Point (HACCP) and SQF certified.
Our Products
We believe our greatest market opportunities are in the food ingredient and animal nutrition markets. Nutritionally balanced, minimally processed, gluten free,
non-GMO and clean-label food and animal feed ingredients are in high demand, and we are strategically positioned to take advantage of this growing and
sustainable market opportunity as discussed below in “Our Growth Strategy.”
Food Ingredients
Our SRB and derivative products are nutritional and beneficial food products that contain a unique combination of oil, protein, carbohydrates, vitamins, minerals,
fibers, and antioxidants that enhance the nutritional value of popular consumer products. Our products replace ingredients like soy protein isolate, soy protein
concentrate, modified food starch, pea protein, mustard flour and yeast at a significantly reduced cost. Foods that are ideally suited for the addition of our SRB to
their products include processed meats, cereals, snacks, beverages, baked goods, breading, and batters.
Animal Nutrition
Our SRB is marketed as a feed ingredient in the United States and international animal nutrition markets, and we will continue to pursue sales opportunities with
attractive margins in those markets. SRB is currently used as an equine feed ingredient as it has been shown to provide health benefits for show and
performance horses. We believe that there are also numerous market opportunities for utilizing SRB in the production of food for companion animals. We have
multiple engagements with customers in the companion animal market, and we are aggressively pursuing other opportunities.
About Rice Bran
Rice is the staple food for over half of the world’s population, especially in some of the world’s most populous countries. Asia accounts for roughly 90% of global
rice production and China is the world’s number one rice producer. Globally, the United States ranks 11th in rice production with approximately 2% of the global
total.
When harvested from the field, individual rice kernels are stored in common receiving locations such as farm silos for future delivery to grain dryers or area rice
mills. At this stage, large quantities of individual rice kernels are collectively called “paddy rice,” or “rough” rice. In this form, the rice kernel is fully enveloped by
the rice hull, which serves as a protective cover, shielding the inner rice kernel from damage.
After storage and drying, paddy rice is cleaned of foreign material (scalping, de-stoning and aspiration) before it enters the first stage of milling, or paddy husking.
In the paddy husker, the hull is removed from rough rice by differential speed rubber rollers. Loosened hulls are carried off by aspiration. After husking, a paddy
separator uses a reciprocating motion to separate normal brown rice kernels (caryopsis) from unhusked kernels which are returned to the paddy husker.
Once husked, the outer brown layers of bran are removed from the inner white starch endosperm by an abrasive or frictional milling process which produces a
milled, white rice kernel. After milling, white rice is typically sorted by size to remove broken pieces of rice kernels from whole kernels, as well as color sorting to
remove discolored kernels. Further processing may be required (per customer specifications) to polish the white rice to a smooth surface.
Raw rice bran collected from the milling process is composed of rice germ and several sub-layers (pericarp, testa, nucellus and aleurone) surrounding the white
starchy endosperm. Commercial rice bran makes up approximately 10% of rough rice by weight. Rice germ, an especially nutrient rich material, makes up
approximately 10% of commercial rice bran by weight.
As brown rice is milled into white rice, the oils present in raw rice bran come into contact with native lipase enzymes that are naturally present in the rice kernel.
These lipase enzymes initiate a rapid enzymatic hydrolysis of the oil, converting oils (triglycerides) into monoglycerides, diglycerides and free fatty acids (FFA).
As the FFA content builds in raw rice bran, the bran becomes unpalatable and off flavors (rancidity) develop.
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If left unchecked, enzymatic degradation at normal room temperatures can increase the FFA levels to 5-8% within 24 hours and can continue at a rate of
approximately 4-5% per day thereafter. Enzymatic degradation is the most serious form of degradation of raw rice bran. Rice bran stabilization is the process of
carefully deactivating native enzymes to prevent the increase of FFA otherwise caused by lipase enzyme activity. Proper stabilization is critical in the
preservation of the nutritional value of the bran.
Historically, there have been a number of attempts to develop rice bran stabilization techniques, including the use of chemicals, microwave heating or variations
of existing extrusion technology. Many of these approaches have had limited success in part because they have produced rice bran with limited shelf life or with
significant degradation of nutrients.
Our Technologies
Our Proprietary Rice Bran Stabilization Technology
Our stabilization process uses proprietary processes to create a combination of temperature, pressure and other conditions necessary to thoroughly deactivate
enzymes without significantly damaging the structure or nutrient content of the raw rice bran. This means that higher value compounds in bran, such as oils,
proteins and phytonutrients are left undamaged and are available for utilization. Our process does not use chemicals to stabilize raw rice bran.
We install our stabilizers in close proximity to a rice mill so that freshly milled raw rice bran can be delivered quickly. Process logic controllers maintain exact
process conditions within the prescribed pressure/temperature regime. In case of power failure or interruption of the flow of fresh bran into the system, the
electronic control system is designed to purge the equipment of materials in process and resume production only after proper operating conditions are re-
established.
Once stabilized, SRB leaving our system is then discharged onto cooling units specifically designed to control air pressure and humidity. Once cooled, SRB can
be loaded into bulk hopper trucks for large volume customers or sent by pneumatic conveyor to a bagging unit for packaging into various size bags or 2,000-
pound sacks.
Each of our stabilizers can process approximately 2,000 pounds of bran per hour and has a capacity of over 7,200 tons per year. Stabilization production
capacity can be doubled, tripled or further multiplied by installing additional units sharing a common conveyor and stage system. We have also developed and
tested a smaller production unit, with a maximum production capacity of 600 pounds per hour, for installation in locations where rice mills are substantially
smaller than those in the United States.
Additional proprietary processes involve enzyme treatment of SRB to produce fractions enriched in one or more macronutrients, including proteins, fibers, lipids
and micronutrients such as vitamins, minerals and phytosterols, among others. In these processes, SRB is put into an aqueous slurry, where it is treated with
one or more enzymes, centrifugally separated and the fractions are dried on drum driers, spray driers or other drying systems.
SRB Attributes
Rice bran is free of all major allergens and is a valuable source of protein with a balanced amino acid profile for food ingredient products and is rich in healthy oil,
vitamins, antioxidants, dietary fiber and other nutrients. The approximate composition and caloric content of our SRB is as follows:
Fat (oil)
Protein
Total Dietary Fiber
Moisture
Ash
Calories
-
-
-
-
-
18
12
20
4
6
23%
16%
30%
8%
14%
3.2 kcal/gram
Because SRB contains approximately 18-23% oil, it has a favorable fatty acid composition and excellent heat stability which makes it an attractive ingredient for
a wide variety of applications.
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Intellectual Property
Our stabilization and processing activities are an adaptation and refinement of standard food processing technology applied to rice bran. We have chosen to
treat our methods and processes as a trade secret and not to pursue process or process equipment patents on the original processes. As we develop
improvements, we intend to periodically review whether we should seek patent protection for them. We believe that certain unique products, and their biological
effects, resulting from our SRB may be patentable in the future. We also hold a number of U.S. registered trademarks and trade names and have applied for
additional marks.
We continue to support internal as well as external R&D efforts that improve on existing technologies or lead to the development of new technologies relating to
rice bran processing and applications.
Our Growth Strategy
We are pursuing a simple growth strategy based on a few key initiatives to grow our markets and business, improving our financial condition, and maximizing
shareholder value. The following points summarize our growth strategy:
1. Product Line Expansion :
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•
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Continued Expansion of SRB Derivatives – Ri-Solubles; in both conventional and organic forms, is the premium product in the portfolio with upside
potential, and we are focused on expanding production and sales. Ri-Fiber is an excellent source of dietary fiber that can provide organoleptic
improvements in a range of supplement products, and potentially an excellent feedstock for further processing to isolate nutritional and functional
components. Both products are produced at our Dillion, MT manufacturing facility which offers room for expansion.
New Stabilized Rice Bran (SRB) Formats – We expect to launch ready-to-eat (RTE) variants of SRB eliminating the need for further heat processing
prior to consumer consumption. SRB can be used as an excipient and flow agent in tablets, capsules, and nutritional powders. We believe RTE SRB will
provide access to new applications for SRB particularly in the supplement category as it will allow for the replacement of chemically derived ingredients
enabling natural and non-GMO claims to be made on finished consumer products.
Value-Added Blending Capabilities – We hope to enhance the values of our core products by adding the capability to combine them with other
ingredients in order to deliver improved nutrition, functionality, and organoleptic properties. Other ingredient components will be sourced from both
domestic and international supply partners and likely to include plant-based protein and carbohydrates. Combinations of rice ingredients and other grains
from MGI will also be pursued.
2. Further Organic Expansion : While we currently have several organic product lines, notably rice bran derivatives and certain milled products, and we
believe there is a significant opportunity to further expand our organic product offering. We expect to achieve this through in-house production and product
sourcing from manufacturing and supply partners. In particular, we are reviewing the opportunity to convert Golden Ridge rice mill such that it can mill
organic rice and produce organic SRB. We believe we have much of the infrastructure in place to achieve this conversion, as such our focus is on securing
organic paddy rice supply.
3. Sales Initiative Expansion: We have restructured and established two business groups each headed by a senior sales executive who will be responsible for
the commercial strategy and execution of the business group across all product lines.
•
•
Supplement and Wellness Business Group – This group will build on the existing business in this category by expanding market penetration, introducing
new products and blending capabilities, and developing partnerships with third-party developers and manufacturers to be able to deliver near-finished
solutions to supplement brands and manufacturers.
Food and Animal Feed Business Group – The key focus of this group is to expand the current business in processed food[s], pet care and equine feeds,
including developing the optimum go-to-market structure for these categories. In the fourth quarter of 2020, we recruited a senior commercial executive
to lead this initiative.
4. Supply Chain Expansion: Partnership with key rice mills in California and Louisiana will remain a cornerstone of our stabilized rice bran manufacturing
strategy. We remain committed to expanding these partnerships by driving incremental volume, efficiency improvements, and expanding the core product
opportunity. We will seek to implement long-term supply agreements with our suppliers with the objective of driving profit growth for both ourselves and our
partners. We may also pursue partnerships with international producers, particularly in Asia. This could create opportunities for accessing new products
based on new rice varieties and differentiated process technologies these partners possess.
5.
Increased Operating Efficiencies: We are focused on improving our operational efficiencies while driving cost and expense reductions. We significantly
reduced our corporate overhead in 2020 through planned reductions in headcount, lessening our reliance on outside consultants, and driving down
administrative, audit, and legal expenses. We hope to further improve the economics of our business by driving greater volumes through our existing
facilities.
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The global and domestic markets are strong and rapidly expanding for minimally processed plant-based ingredients that provide dense and balanced nutrition in
addition to evidence-based functionalities while also being non-GMO, gluten free and free of all major allergens. The regulatory requirements to add front-of-label
warnings on food items and increasing demand from consumers for foods that list fewer and less processed ingredients is driving food companies to replace
standard food ingredients with cleaner ingredients, such as SRB. We anticipate further incorporation of our food ingredients by major consumer packaged goods
food companies as more food companies adopt rice bran as a standard clean label food ingredient. This trend is not limited to food ingredients, as we are finding
similar transition to clean ingredients among high-end animal nutrition companies.
Our Customers
We use internal sales staff, outside independent sales representatives and third-party distributors to market our portfolio of products to customers domestically
and internationally. In 2020 and 2019, three customers accounted for 26% and 36% of our revenues, respectively. We continue to focus efforts on diversification
of our customer base to mitigate the concentration of customers.
Government Regulations
Our operations are subject to federal, foreign, state and local government laws and regulations, including those relating to zoning, workplace safety and
accommodations for the disabled, and our relationships with our employees are subject to regulations, including minimum wage requirements, anti-discrimination
laws, overtime and working conditions and citizenship requirements.
In both our United States and foreign markets, we are affected by extensive laws, governmental regulations, administrative determinations, court decisions and
similar constraints. Such laws, regulations and other constraints exist at the federal, state and local levels in the United States, and at all levels of government in
foreign jurisdictions, including regulations pertaining to the formulation, manufacturing, packaging, labeling, distribution, sale and storage of our products. In
addition, we are subject to regulations regarding product claims and advertising.
The formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to regulation by one or more federal agencies,
primarily the Food & Drug Administration (FDA), the Federal Trade Commission (FTC) and the USDA. Our activities are also regulated by various governmental
agencies for the states and localities in which our products are manufactured and sold, as well as by governmental agencies in certain countries outside the
United States. Among other matters, regulation by the FDA and FTC is concerned with product safety and claims made with respect to a product’s ability to
provide health-related benefits. Specifically, the FDA, under the Federal Food, Drug and Cosmetic Act (FDCA), regulates the formulation, manufacturing,
packaging, labeling, distribution and sale of food and food ingredients. The FTC regulates the advertising of these products.
Federal agencies, primarily the FDA and the FTC, have a variety of procedures and enforcement remedies available to them, including initiating investigations,
issuing warning letters and cease-and-desist orders, requiring corrective labeling or advertising, requiring consumer redress such as requiring that a company
offer to repurchase products previously sold, seeking injunctive relief or product seizures, imposing civil penalties or commencing criminal prosecution. In
addition, certain state agencies have similar authority. These federal and state agencies have in the past used these remedies in regulating participants in the
food and food ingredient industries, including the imposition of civil penalties.
The FDA Food Safety Modernization Act (FSMA), enacted January 4, 2011, amended the FDCA to significantly enhance the FDA’s authority over various
aspects of food regulation. The FSMA granted the FDA mandatory recall authority when the FDA determines there is a reasonable probability that a food is
adulterated or misbranded and that the use of, or exposure to, the food will cause serious adverse health consequences or death to humans or animals. One of
the more significant changes under FSMA is the requirement of hazard analysis and risk-based preventive controls (HARPC) for all human and animal food
processing facilities. We are committed to FSMA compliance and are SQF certified at all our facilities.
Any substance that is intentionally added to food is a food additive and is subject to premarket review and approval by the FDA, unless the substance is generally
recognized, among qualified experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is
otherwise excluded from the definition of a food additive. When an additive is proposed for use in a meat, its safety, technical function and conditions of use must
also be evaluated by the USDA. Because the USDA retains jurisdiction over meat products and food ingredients intended for use in meats, the use of our SRB
meat enhancers is regulated by this agency. SRB has USDA approval for use in certain meat products.
Animal feed ingredients are regulated by the FDA at the federal level and by the individual states. Our SRB is defined for animal use as heat stabilized rice bran
for use as a feed ingredient.
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Our Competition
There are a number of companies that have invested significant resources to develop technologies for stabilizing and processing rice bran and who market rice
bran products into multiple markets around the world. We believe that we have proprietary technologies and processes for stabilizing rice bran and, as such,
have developed significant brand recognition in the animal feed and food ingredient product sectors both domestically and internationally. Together with our
decades of application technology know-how and proprietary processing methods, we believe that we have a competitive advantage over other suppliers with
respect to producing SRB.
We are aware of several new producers of rice-based animal nutrition and food ingredient products in the United States, Europe and Asia. We believe that our
major competitors include producers of isolated soy protein, wheat bran and oat bran, particularly in the food ingredients market segment. We compete with
other companies that offer products incorporating SRB as well as companies that offer other food ingredients. Many consumers may consider such products to
be a replacement for the products we manufacture and distribute.
Our Employees
As of December 31, 2020, we had 99 employees. From year to year, we experience normal variable labor fluctuation at our production facilities. We believe that
we have positive relationships with our employees. None of our employees are covered by collective bargaining agreements.
Available Information
We maintain an Internet website at the following address: www.ricebrantech.com. We make available on or through our Internet website certain reports and
amendments to those reports that we file with the Securities and Exchange Commission (SEC) in accordance with the Securities Exchange Act of 1934
(Exchange Act). These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and the reports of
beneficial ownership. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the
information with, or furnish it to, the SEC. The contents of our website are not incorporated by reference in this report on Form 10-K and shall not be deemed
“filed” under the Exchange Act.
ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risks and uncertainties, including those described below, which could adversely affect our business,
financial condition, results of operations, cash flows and the trading price of our common stock. Investors or potential investors in our stock should carefully
consider the risks described below.
Risks Relating to Our Business
We have not yet achieved annual positive cash flows.
RISK FACTORS
Our net cash used in operating activities of continuing operations was $7.9 million in 2020 and $13.5 million in 2019. We may not be able to achieve revenue
growth, profitability or positive cash flow, on either a quarterly or annual basis, and that profitability, if achieved, may not be sustained. If we are unable to
achieve or sustain profitability, we may not be financially viable in the future and may have to curtail, suspend, or cease operations, restructure existing
operations to attempt to ensure future viability, or pursue other alternatives such as pursuing dissolution and liquidation, seeking to merge with another company,
selling all or substantially all of our assets or raising additional capital through equity or debt financings.
We have generated significant losses since our inception in 2000, and losses in the future could cause the trading price of our stock to decline or
have a material adverse effect on our financial condition, cash flow, and ability to pay our debts as they become due.
Since we began operations in 2000, we have incurred an accumulated deficit in excess of $298.9 million. We may not be able to achieve or maintain profitable
operations if achieved. If our losses continue, our liquidity may continue to be severely impaired, our stock price may fall and our shareholders may lose all or a
significant portion of their investment. If we are not able to attain profitability in the near future our financial condition could deteriorate further which could have a
material adverse impact on our business and prospects and result in a significant or complete loss of shareholder investment. Further, we may be unable to pay
our debt obligations as they become due, which include obligations to secured creditors.
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We may need to raise additional funds through debt or equity financings in the future to achieve our business objectives and to satisfy our cash
obligations, which would dilute the ownership of our existing shareholders and possibly subordinate certain of their rights to the rights of new
investors.
We may need to raise additional funds through debt or equity financings in order to complete our ultimate business objectives. We also may choose to raise
additional funds in debt or equity financings if they are available to us on reasonable terms to increase our working capital, strengthen our financial position or to
make acquisitions. Our board of directors has the ability, without seeking shareholder approval, to issue convertible debt and additional shares of common stock
or preferred stock that is convertible into common stock for such consideration as the board of directors may consider sufficient, which may be at a discount to
the market price. Any sales of additional equity or convertible debt securities could result in dilution of the equity interests of our existing shareholders, which
could be substantial. Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities might be entitled to
various preferential rights over the holders of our common stock, including repayment of their investment, and possibly additional amounts, before any payments
could be made to holders of our common stock in connection with an acquisition of us. Such preferred shares, if authorized, might be granted rights and
preferences that would be senior to, or otherwise adversely affect, the rights and the value of our common stock. Also, new investors may require that we and
certain of our shareholders enter into voting arrangements that give them additional voting control or representation on our board of directors. We have a limited
number of authorized and unissued (and unreserved) shares, which limits our ability to raise additional funds through such debt or equity financings. Our
shareholders would need to approve any increase in the number of authorized shares. In the event that we determine that such an increase is desirable, it is
possible our shareholders will not approve the increase.
Our outstanding debt is subject to terms that may adversely affect our operations and financial condition.
We entered into a factoring agreement in October 2019. The factoring agreement provides for a $7.0 million credit facility which we may draw upon to the extent
we have qualifying accounts receivable as defined in the agreement. The lender has the right to demand repayment of advances under the facility at any time,
and amounts owed under the agreement are secured by our personal property assets. If the lender demands repayment and we fail to make such repayment, or
if we cause or permit any other event of default as defined in the agreement or fail to comply with covenants set forth in the agreement (including restrictions on
incurring other debt under unsecured loans), we would be subject to additional expenses or possible foreclosure on our assets that secure our obligations under
the agreement. Such results could have a material adverse effect on our operations and financial condition.
We received $1.8 million on an SBA Payroll Protection Program loan in April 2020 as provided for in the Coronavirus Aid, Relief and Economic Security Act
(CARES), enacted into U.S. law in March 2020. The loan and accrued interest were to be forgivable, provided that the loan proceeds were used for eligible
purposes. The loan and related accrued interest were completely forgiven in January 2021.
We entered into a mortgage agreement with a lender pursuant to a promissory note in July 2020. We borrowed $2.0 million available on the note. The principal
amount of the note must be repaid in monthly installments ending in June 2022. The note is secured by certain real property and personal property assets of
Golden Ridge Rice Mills, Inc. If we fail to make repayment, we would be subject to additional expenses or possible foreclosure on the assets that secure our
obligations under the agreement. Such results could have a material adverse effect on our operations and financial condition.
In 2018, we identified material weaknesses in our internal control over financial reporting, and if we are unable to maintain effective internal control
over financial reporting, investors could lose confidence in our consolidated financial statements and our Company, which could have a material
adverse effect on our business and our stock price.
In the course of preparing the financial statements for the fiscal year ended December 31, 2018, our management determined that we had material weaknesses
in our internal control over financial reporting, which related to our accounting for significant and complex acquisitions and equity transactions. We have
concluded that these material weaknesses in our internal control over financial reporting were primarily due to the relocation from Arizona to Texas in 2018 which
reduced our accounting personnel who had the appropriate level of experience and technical expertise to oversee the accounting and financial reporting
requirements related to significant and complex acquisitions and equity transactions. As a result of these material weaknesses, in 2019, we initiated and
implemented several remediation measures including, but not limited to: hiring a CPA licensed Chief Accounting Officer, engaging third parties to (i) assist us in
complying with the accounting and financial reporting requirements related to significant and complex acquisitions and equity transactions; and (ii) assist us with
formalizing our business processes, accounting policies and internal control documentation, strengthening supervisory reviews by our management, and
evaluating the effectiveness of our internal controls in accordance with the framework established by Internal Control - Integrated Framework (2013) published by
the Committee of Sponsoring Organizations of the Treadway Commission. As of December 31, 2019, we concluded that the material weaknesses in our internal
control over financial reporting were remediated. If we fail to maintain effective internal controls in the future, this could result in a material misstatement of our
consolidated financial statements that would not be prevented or detected on a timely basis, which could cause investors to lose confidence in our financial
information or cause the trading price of our common stock to decline.
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There are significant market risks associated with our business.
We have formulated our business plan and strategies based on certain assumptions regarding the size of the rice, rice bran, barley and oat markets, our
anticipated share of these markets, the estimated price and acceptance of our products and other factors. These assumptions are based on our best estimates;
however, our assessments may not prove to be correct. Any future success may depend upon factors including changes in governmental regulation, increased
levels of competition, including the entry of additional competitors and increased success by existing competitors, changes in general economic conditions,
increases in operating costs including costs of rice bran, production, supplies, personnel, equipment, and reduced margins caused by competitive pressures.
Many of these factors are beyond our control.
We may face difficulties integrating businesses we acquire.
As part of our strategy, we may review opportunities to buy other businesses or technologies, such as the acquisition of Golden Ridge that was completed in
2018, and the acquisition of MGI Grain that was completed in 2019, that would complement our current products, expand the breadth of our markets or enhance
technical capabilities, or that may otherwise offer growth opportunities. Such acquisitions involve numerous risks, including, but not limited to:
•
•
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•
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problems combining the purchased operations, technologies or products;
unanticipated costs;
diversion of management’s attention from our core business;
adverse effects on existing business relationships with suppliers and customers;
risks associated with entering markets in which we have no or limited prior experience; and
potential loss of key employees of purchased organizations.
We depend on a limited number of customers and their ability to meet their obligations .
In 2020, three customers accounted for 26% of revenues and the top ten customers accounted for 51% of revenues from continuing operations. As of December
31, 2020, the customers with the highest ten balances accounted for 64% of accounts receivable.
We are dependent upon the continued growth, viability and financial stability of our customers. We expect to continue to depend upon a relatively small number
of customers for a significant percentage of our revenues. Consolidation among our customers may reduce our number of customers or result in a concentration
of credit risk with respect to outstanding accounts receivable. We consider the financial strength of our customers, the remoteness of the possible risk that a
default event will occur, the potential benefits to our future growth and development, possible actions to reduce the likelihood of a default event, and the benefits
from the transaction, before entering into a large credit limit with a customer. Although we analyze these factors, the ultimate collection of the obligation from the
customer may not occur. Although we continue to expand our customer base in an attempt to mitigate the concentration of credit risk, writing off of an accounts
receivable balance could have an adverse effect on our results of operations. Financial instruments that potentially subject us to concentration of credit risk
consist primarily of cash equivalents and trade receivables. Historically, we have not experienced any loss of our cash and cash equivalents, but we have
experienced losses to our trade receivables. A significant reduction in sales to any of our significant customers could have a material adverse effect on our
results of operations.
We may encounter difficulties in maintaining relationships with distributors and customers while enforcing our credit policies.
We define credit risk as the risk of loss from obligors or counterparty default. Our credit risks arise from both distributors and customers. Many of these risks and
uncertainties are beyond our control. Our ability to forecast future trends and spot shifts in consumer patterns or behavior even before they occur are vital for
success in today’s economy. In managing risk, our objective is to protect our profitability, but also to protect, to the extent we can, our ongoing relationships with
our distributors and customers. However, as part of our credit risk policies, we occasionally must, among other things, cancel, reduce credit limits and place
cash-only requirements for certain questionable accounts. These credit risk policies may negatively impact our relationships with our distributors and customers,
which could adversely affect our results of operations.
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We rely upon a limited number of product offerings.
The majority of the products that we have sold through December 31, 2020, have been based on SRB. A decline in the market demand for our SRB or the
products of other companies utilizing our SRB products would have a significant adverse impact on us. Since the acquisition of Golden Ridge, we have also
incorporated the sale of rice to our products sold towards the end of 2018. A decline in the market demand for finished rice or the by-products of rice milling
could have a significant adverse impact on us.
Our ability to generate sales is dependent upon our ability to continue our ongoing marketing efforts to raise awareness of our products and benefits
of rice bran products generally.
We are dependent on our ability to market products to animal food producers, food manufacturers, mass merchandisers, health food retailers and to other
companies for use in their products. We must increase the level of awareness and benefits of rice bran products to be used in food and food ingredients in
general and our products in particular. We will be required to devote substantial management and financial resources to these marketing and advertising efforts
and such efforts may not be successful.
Our ability to adapt to sudden increases in demand of our product is limited by an adequate supply of raw rice bran and our ability to find additional
facilities for production.
Many of our current products depend on our proprietary technology using raw rice bran, which is a by-product from milling paddy rice to white rice. Our ability to
manufacture SRB is currently limited to the production capability of our equipment located at our two suppliers’ rice mills in California, our own plant located
adjacent to our supplier in Mermentau, Louisiana and our rice mill in Wynne, Arkansas. At these facilities and our value-added product plant in Dillon, Montana,
we currently are capable of producing enough finished products to meet current demand. If demand for our products were to increase dramatically in the future,
we would need additional production capacity, which may take time and may expose us to additional long-term operating costs.
We may not be able to continue to secure adequate sources of raw rice bran to meet our future demand. Since rice bran has a limited shelf life, the supply of
rice bran is affected by the amount of rice planted and harvested each year.
Adverse economic, weather, or other conditions may impact our supply and the price of rice, raw rice bran, stabilized rice bran, barley, and oats . We
are not always able to immediately pass cost increases to our customers and any increase in the cost of our rice and rice coproducts, SRB products,
and oat and barley products could have an adverse effect on our results of operations.
If economic or weather conditions, for example drought conditions in California or flooding in Arkansas and Louisiana, adversely affect the amount of rice
planted or harvested, the cost of rice bran products that we use may increase. Drought or excessive moisture can have similar impacts on the timing and
number of acres planted to barley and oats in Minnesota, North Dakota, and Manitoba as well. We are not always able to immediately pass cost increases to our
customers. Therefore, cost increases could have an adverse effect on our results of operations.
We face competition from other companies that produce bran, grains and other alternative ingredients with similar benefits as our rice brans.
Competition in our targeted industries, including food ingredients, animal feed supplements and companion pet food ingredients is vigorous, with a large number
of businesses engaged in the various industries. Many of our competitors have established reputations for successfully developing and marketing their products,
including products that incorporate bran from other cereal grains and other alternative ingredients that are widely recognized as providing similar benefits as rice
bran. In addition, many of our competitors have greater financial, managerial and technical resources than we do. If we are not successful in competing in these
markets, we may not be able to attain our business objectives.
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We are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints both
domestically and abroad and our failure to comply with these laws, regulations and constraints could lead to the imposition of significant penalties
or claims, which could harm our financial condition and operating results.
In both the U.S. and foreign markets, the formulation, manufacturing, packaging, labeling, distribution, sale and storage of our products are affected by extensive
laws, governmental regulations, administrative determinations, court decisions and similar constraints. Such laws, regulations and other constraints may exist at
the federal, state or local levels in the United States and at all levels of government in foreign jurisdictions. We are subject to regulation by one or more federal
agencies including the U.S. Food and Drug Administration (FDA), the U.S. Federal Trade Commission and the U.S. Department of Agriculture (USDA), state and
local authorities and foreign governmental agencies. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may
result in significant compliance costs or discontinuation of product sales and may negatively impact the marketing of our products, resulting in significant loss of
sales revenues. Our failure to comply with these current and new regulations could lead to the imposition of significant penalties or claims, limit the production or
marketing of any non-compliant products or advertising and could negatively impact our business.
Our warehousing and manufacturing facilities are subject to risks that may negatively affect our business and operations.
Our ability to make, store, and move our products is important to our success. Disruption to our manufacturing capabilities or to our storage capabilities, due to
damage to our facilities or equipment, inability or delay in replacing parts or equipment, weather, natural disaster, fire, terrorism, pandemic, or other factors,
could impair our ability to manufacture or distribute our products. If we fail to mitigate the possible impact of such events, or effectively manage them if they
occur, they could adversely affect our business and results of operations. Such events could also require additional resources to restore our supply chain.
Our facilities are subject to laws and regulations administered by the FDA, USDA, the Occupational Safety and Health Administration, and other federal, state,
and local governmental agencies relating to the production, storage, distribution, quality, and safety of food products and the health and safety of our employees.
Our failure to comply with such laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies, including fines, injunctions, and
recalls of our products. Changes in such laws or regulations that impose additional requirements on us could increase the cost of operating our facilities,
causing our results of operations to be adversely affected.
The recent global outbreak of the novel coronavirus (COVID-19) could harm our business and results of operations.
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. During the second and third quarters of 2020, we observed a
surge in demand for non-perishable food products such as rice due to pantry stocking in response to the COVID-19 pandemic, which made it difficult for us to
economically source raw materials. This dynamic has subsequently stabilized, but current and future port closures and other restrictions resulting from the
COVID-19 pandemic may further restrict global supply, renewing pressure on the price of raw materials used in our products to increase. Additionally, damage or
disruption to the capabilities of our suppliers may also impair our ability to manufacture and/or sell our products. Because we cannot predict the impact that the
COVID-19 pandemic, including the spread of the virus, the severity of the disease, the duration of the outbreak, and actions that governmental authorities may
take, it is hard for us to quantify this exposure.
We may be subject to product liability claims and product recalls.
We sell food and nutritional products for animal and human consumption, which involves risks such as product contamination or spoilage, product tampering and
other adulteration of food products. We may be subject to liability if the consumption of any of our products causes injury, illness or death. We maintain a product
liability policy for $5.0 million per year in the aggregate. In addition, we may voluntarily recall products in the event of contamination or damage. A significant
product liability judgment or a widespread product recall may cause a material adverse effect on our financial condition. Even if a product liability claim is
unsuccessful, there may be negative publicity surrounding any assertion that our products caused illness or injury which could adversely affect our reputation
with existing and potential customers.
Many of the risks of our business have only limited insurance coverage and many of our business risks are uninsurable.
Our business operations are subject to potential product liability, environmental, fire, employee, manufacturing, shipping and other risks. Although we have
insurance to cover some of these risks, the amount of this insurance is limited and includes numerous exceptions and limitations to coverage. In the event we
were to suffer a significant uninsured claim, our financial condition would be materially and adversely affected.
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Our success depends in part on our ability to obtain, enforce and protect our licenses and other intellectual property rights for our products and
technology.
Our success is dependent upon our ability to protect and enforce the trade secrets and trademarks that we have and to develop and obtain new patents and
trademarks for future processes, machinery, compounds and products that we develop. The process of seeking patent protection may be long and expensive,
and patents might not be issued or not be broad enough in scope. We may not be able to protect our technology adequately, and our competition may be able to
develop similar technology that does not infringe or encroach upon any of our rights.
There currently are no claims or lawsuits pending or threatened against us regarding possible infringement claims, but infringement claims by third parties, or
claims for indemnification resulting from infringement claims, could be asserted in the future or that such assertions, if proven to be accurate, could have a
material adverse effect on our business, financial condition and results of operations. In the future, litigation may be necessary to protect our trade secrets or
know-how or to defend against claimed infringement of the rights of others and to determine the scope and validity of the proprietary rights of others. Any
litigation could result in substantial cost and diversion of our efforts and other resources, which could have a material adverse effect on our financial condition and
results of operations. Adverse determinations in any litigation could result in the loss of our proprietary rights, subjecting us to significant liabilities to third parties,
require us to seek licenses from third parties or prevent us from manufacturing or selling our systems, any of which could have a material adverse effect on our
financial condition and results of operations. A license under a third party’s intellectual property rights might not be available to us on reasonable terms, if at all.
We are dependent on key employees.
Our success depends upon the efforts of our top management team and certain other key employees, including the efforts of our executive chairman, chief
financial officer, and the other members of the senior leadership team. Although we have written employment agreements with these employees, such
individuals could die, become disabled, retire, or resign. In addition, our success is dependent upon our ability to attract and retain key management persons for
positions relating to the marketing and distribution of our products. We may not be able to recruit and employ such executives at times and on terms acceptable
to us. Also, volatility, lack of positive performance in our stock price and changes in our overall compensation program, including our equity incentive program,
may adversely affect our ability to retain such key employees.
Our officers and directors have limited liability and have indemnification rights.
Our articles of incorporation and bylaws provide that we may indemnify our officers and directors against losses sustained or liabilities incurred which arise from
any transaction in that officer’s or director’s respective managerial capacity, unless that officer or director violates a duty of loyalty, did not act in good faith,
engaged in intentional misconduct or knowingly violated the law, approved an improper dividend or derived an improper benefit from the transaction.
Risks Relating to Our Stock
Our stock price is volatile.
The market price of our common stock has fluctuated significantly in the past and may continue to fluctuate significantly in the future. The market price of the
common stock may continue to fluctuate in response to a number of factors, including:
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•
•
•
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•
•
•
•
•
•
•
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fluctuations in our quarterly or annual operating results;
fluctuations in the cost of raw rice bran;
developments in our relationships with customers and suppliers;
our ability to obtain financing;
announcements of new products or product enhancements by us or our competitors;
announcements of technological innovations or new systems or enhancements used by us or our competitors;
the loss of services of one or more of our executive officers or other key employees;
developments in our or our competitors’ intellectual property rights;
adverse effects to our operating results due to the impairment of goodwill;
failure to meet the expectation of securities analysts or the public;
general economic and market conditions;
our ability to expand our operations, domestically and internationally;
the amount and timing of expenditures related to any expansion;
litigation involving us, our industry or both;
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•
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actual or anticipated changes in expectations by investors or analysts regarding our performance; and
price and volume fluctuations in the overall stock market from time to time.
In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that
company. Our stock price is volatile and in prior years we have been the target of shareholder litigation. Any shareholder litigation brought against us in the future
could result in substantial costs and divert our management’s attention and resources from our business.
We have significant “equity overhang” which could adversely affect the market price of our common stock and impair our ability to raise additional
capital through the sale of equity securities.
As of February 25, 2021, 45,238,087 shares of common stock were outstanding, 7,295,442 shares of common stock were issuable upon exercise of our
outstanding stock options and warrants, 213,524 shares of common stock were issuable upon conversion of preferred stock and 1,881,803 shares of common
stock issuable upon vesting of restricted stock units. The possibility that substantial amounts of our common stock may be sold by investors or the perception that
such sales could occur, often called “equity overhang,” could adversely affect the market price of our common stock and could impair our ability to raise
additional capital through the sale of equity securities in the future. The issuance of the additional shares upon an increase in our authorized shares of common
stock would significantly increase the amount of our common stock outstanding and the amount of the equity overhang.
The authorization and issuance of preferred stock may have an adverse effect on the rights of holders of our common stock.
Our Board, without further action or vote by holders of our common stock, has the right to establish the terms, preference, rights and restrictions and issue
shares of preferred stock. Any series of preferred stock could be issued with terms, rights, preferences and restrictions that could adversely affect the rights of
holders of our common stock and thereby reduce the value of our common stock. The designation and issuance of preferred stock favorable to current
management or shareholders could make it more difficult to gain control of our board of directors or remove our current management and may be used to defeat
hostile bids for control which might provide shareholders with premiums for their shares. We have designated and issued five series of preferred stock that no
longer remain outstanding. In addition, in February 2017, we designated a seventh series of preferred stock, Series G. As of February 25, 2021, 225 shares of
Series G preferred stock remain outstanding. We may issue additional series of preferred stock in the future.
If we fail to comply with the continuing listing standards of The NASDAQ Capital Market, our securities could be delisted, which could affect the
market price of our common stock and reduce our ability to raise capital.
Our common stock is listed on the NASDAQ Capital Market under the symbol “RIBT”. For our common stock to continue to be listed on the NASDAQ Capital
Market, we must meet the current NASDAQ Capital Market continued listing requirements, including maintaining a minimum of $2.5 million in shareholders’
equity and maintaining a minimum common stock bid price of $1.00 (the “Minimum Bid Price Requirement”). If we were unable to meet these requirements,
including, but not limited to, requirements to obtain shareholder approval of a transaction other than a public offering involving the sale or issuance equal to 20%
or more of our common stock at a price that is less than the market value of our common stock, our common stock could be delisted from the NASDAQ Capital
Market.
On July 27, 2020, we received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we failed to comply with the Minimum Bid Price
Requirement for a period of 30 consecutive days. To regain compliance with this listing requirement, the closing bid price of our common stock was required to
be at least $1.00 for 10 consecutive business days within 180 calendar days from the date of the notification, or by January 25, 2021 (the “Initial Compliance
Date”). We did not regain compliance with the Minimum Bid Price Requirement by the Initial Compliance Date. We subsequently requested and obtained an
extension of time to regain compliance with the Minimum Bid Price Requirement by July 26, 2021.
On February 18, 2021, we received a notice from Nasdaq notifying us that the Listing Qualifications Department had determined that we had regained
compliance with the Minimum Bid Price Requirement and that the matter was now closed. We regained such compliance based on the closing bid price of our
common stock from February 3, to February 17, 2021, which had been at $1.00 per share or greater.
There can be no assurance that we will be able to maintain compliance with the continued listing requirements for Nasdaq. If we fail to maintain compliance with
any such continued listing requirement, there can also be no assurance that we will be able to regain compliance with any such continued listing requirement in
the future or that our common stock will not be delisted from NASDAQ Capital Market in the future.
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If our securities were to be delisted from the NASDAQ Capital Market, our securities could continue to trade on the over-the-counter bulletin board following any
delisting from the NASDAQ Capital Market, or on the Pink Sheets, as the case may be. Any such delisting of our securities could have an adverse effect on the
market price of, and the efficiency of the trading market for our securities, not only in terms of the number of shares that can be bought and sold at a given price,
but also through delays in the timing of transactions and less coverage of us by securities analysts, if any. Also, if in the future we were to determine that we
need to seek additional equity capital, it could have an adverse effect on our ability to raise capital in the public or private equity markets.
General Risks
We must comply with our contractual obligations.
We have numerous ongoing contractual obligations under various purchase, sale, supply, production and other agreements which govern our business
operations. While we seek to comply at all times with these obligations, we may not be able to comply with the terms of all contracts during all periods of time,
especially if there are significant changes in market conditions or our financial condition. If we are unable to comply with our material contractual obligations,
there likely would be a material adverse effect on our financial condition and results of operations.
Compliance with corporate governance and public disclosure regulations may result in additional expenses.
In order to comply with laws, regulations and standards relating to corporate governance and public disclosure, including the framework established by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) entitled “Internal Control - Integrated Framework”, and other regulations issued
by the SEC, such as Dodd-Frank, we may need to invest substantial resources to comply with these evolving standards, and this investment would result in
increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Breaches of our information system security measures could disrupt our internal operations.
We are dependent upon information technology for the distribution of information internally and also to our customers and suppliers. This information technology
is subject to theft, damage or interruption from a variety of sources, including but not limited to malicious computer viruses, security breaches and defects in
design. Security breaches may result from employees’ failure to observe internal control protocols designed to protect the security of our network and the
information on it, or solely from external intrusion despite our best efforts to protect our network and the information on it. Various measures have been
implemented to manage our risks related to information system and network disruptions, but a system failure or breach of these measures could negatively
impact our operations and financial results.
Our inability to successfully recover from a disaster or other business continuity problem could cause material financial loss, regulatory actions,
reputational harm or legal liability.
Should we experience a local or regional disaster or other business continuity problem, such as a terrorist attack, pandemic, security breach, power loss,
telecommunications failure, earthquake, hurricane or other natural or man-made disaster, our continued success will depend, in part, on the availability of key
personnel, and the proper functioning of computer, telecommunication and other related systems and operations. Further, we could potentially lose customer
data or experience adverse interruptions to our operations in a disaster recovery scenario, which could result in material financial loss, regulatory action,
reputational harm or legal liability.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
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ITEM 2. PROPERTIES
We maintain various facilities that are used for manufacturing, warehousing, research and development, distribution and administrative functions. These facilities
consist of both owned and leased properties. The following table summarizes the properties used to conduct our operations as of December 31, 2020:
Location
Status
Primary Use
West Sacramento, California
Leased
Warehousing
Mermentau, Louisiana
Owned
Manufacturing
Lake Charles, Louisiana
Building – owned
Land – leased
Warehouse
Dillon, Montana
Owned
Manufacturing
The Woodlands, Texas
Leased
Administrative, corporate office
Wynne, Arkansas
East Grand Forks, MN
Owned
Owned
Manufacturing
Manufacturing
Our corporate headquarters is located in The Woodlands, Texas, where we lease approximately 5,380 square feet of administrative office space.
We believe that all facilities are in good operating condition, the machinery and equipment are well-maintained, the facilities are suitable for their intended
purposes and they have capacities adequate for current operations. All properties are covered by insurance. Our property located in Lake Charles, Louisiana was
damaged by Hurricane Laura. We expect to complete remediation of this damage by the middle of the third quarter of 2021.
ITEM 3. LEGAL PROCEEDINGS
We currently are not a party to any material litigation or other material legal proceedings. From time to time, we may be subject to legal proceedings and claims
in the ordinary course of business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Price Range of Common Stock
Our common stock is traded on the NASDAQ Capital Market under the symbol “RIBT.” Our CUSIP No. is 762831204.
Holders
As of February 25, 2021, there were approximately 218 holders of record and 6,600 beneficial owners of our common stock.
Dividends
We have never declared or paid any cash dividends on our common stock. We currently anticipate that we will retain all future earnings for the expansion and
operation of our business and do not anticipate paying cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None
Share Repurchases
None
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
See Note 3 of our Notes to Consolidated Financial Statements for a discussion of 2019 acquisitions.
Unless otherwise noted, amounts and percentages for all periods discussed below reflect the results of operations and financial condition from our continuing
operations.
Results of Operations
Revenues were $26.2 million in 2020, an increase of $2.5 million, or 10.5%, compared to $23.7 million in 2019. The increase in revenue year-over-year was due
to higher revenues from MGI and Golden Ridge, offset by a small decline in revenue from our RBT operations. Higher revenue from MGI was the greatest factor
driving overall revenue growth in 2020. MGI was acquired in April 2019, and therefore, our revenues included no MGI revenue in the first quarter of 2019, while
Golden Ridge generated positive year-over-year revenue growth in the first and fourth quarters of 2020.
Gross losses were $2.5 million in 2020, compared to gross losses of $0.9 million in 2019. The increase in gross losses was primarily attributable to higher losses
at Golden Ridge due to increases in input commodity prices, low levels of productivity, and unmet production targets, which added $0.8 million in expenses
related to contract settlements. These dynamics were particularly impactful in the second and third quarters of 2020. Gross losses in 2020 were also negatively
impacted by a decline in gross profit for our RBT operations, offset in part by a higher gross profit contribution from MGI.
SG&A was $8.0 million in 2020, a decline of $5.7 million, or 41.8%, compared to $13.7 million in 2019. The decline in SG&A was primarily related to lower
personnel expenses and a reduction in outside services and consultant fees, as well as productivity gains in corporate support functions. Losses on disposition of
property and equipment were $0.8 million in 2020, compared to $0.0 million in 2019. Losses on disposition of property and equipment included a $0.1 million loss
due to hurricane damage to a facility in Louisiana.
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Operating losses were $11.3 million in 2020, compared to $14.6 million in 2019, and net losses from continuing operations were $11.7 million in 2020, compared
to $13.7 million in 2019. There was $0.1 million of other expense, net, in 2020, compared to other income, net, of $0.9 million in 2019. In 2020, interest expense
increased to $0.3 million as we incurred higher fees and interest expense related to an increase in average borrowings. Included in 2019 other income, net, was
a $0.8 million gain from a settlement with the sellers of Golden Ridge.
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 to be 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.
In April 2020, we applied for, and received, a $1.8 million SBA Paycheck Protection Program (PPP) loan as discussed further in Note 11 of the Notes to the
Consolidated Financial Statements. We believe the funds from this loan enabled us to maintain our workforce levels during 2020 despite economic uncertainties
related to our business resulting from the COVID-19 outbreak. The loan and accrued interest were to be forgivable, provided that the loan proceeds were used
for the purpose of maintaining workforce levels. The loan and related accrued interest were completely forgiven in January 2021.
Liquidity, Going Concern and Capital Resources
We used $7.9 million in operating cash during in 2020, compared to $13.5 million in 2019. The reduction in operating cash uses in 2020 reflected lower net
operating losses, higher depreciation and amortization, and lower investment in working capital, with higher inventories and accounts payable, offset by a
reduction in commodities payable and accounts receivable.
We used $0.9 million in investing cash during in 2020, compared to $8.0 million in 2019. Investing cash in 2019 included $3.8 million associated with the
acquisition of MGI. Total capital expenditures were $1.2 million in 2020, compared with $4.2 million in capital expenditures in 2019.
We raised a total of $5.7 million in financing cash in 2020, compared to $23.1 million in 2019. On March 30, 2020, we entered into an at-the-market (ATM)
issuance sales agreement under which we may offer and sell shares of our common stock. As discussed further in Note 11 of the Notes to the Consolidated
Financial Statements, i) in April 2020, we obtained a $1.8 million SBA Payroll Protection Program (PPP) loan and ii) in July 2020, we secured a $2.0 million
mortgage on our rice mill in Wynne, Arkansas. As further discussed in Note 12 of the Notes to the Consolidated Financial Statements, in the second half of
2020, we received net proceeds of $2.3 million under the ATM agreement. The PPP loan was forgiven in January 2021.
We funded our working capital needs in 2020 primarily with funds received from the sale of receivables under our factoring agreement, supplemented by
proceeds from the PPP loan, mortgage note and stock offering.
Management believes that despite the multi-year history of operating losses and negative operating cash flows from continuing operations, there is no substantial
doubt about our ability to continue as a going concern within one year after the date that these financial statements are issued. Factors alleviating this doubt
include the reduction in operating losses in the second half of 2020, $5.3 million in cash and cash equivalents as of December 31, 2020, a nearly 42% reduction
in annual SG&A, and our ability to procure addition capital if needed through a variety of sources.
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.
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Critical Accounting Policies
The accompanying consolidated financial statements have been prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the
United States (GAAP). The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and
expenses. These estimates and assumptions are affected by the application of our accounting policies. Our significant accounting policies are described in Note
2 to our Consolidated Financial Statements. Critical accounting estimates are those that require application of management’s most difficult, subjective or complex
judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions
believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be
reported using different assumptions. The following is a description of what we consider to be our most significant critical accounting policies.
Inventories - Inventories are stated at the lower of cost or net realizable value, with cost determined by the first-in, first-out method. We employ a full absorption
procedure using standard cost techniques for the majority of our operations. The standards are customarily reviewed and adjusted so that they are materially
consistent with actual purchase and production costs. Provisions for potentially obsolete or slow-moving inventory are made based upon our analysis of inventory
levels, historical obsolescence and future sales forecasts, while inventory determined to be obsolete is written off immediately.
Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over
the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized.
Gains or losses on the sale of property and equipment are reflected in net income (loss).
Impairment of Long-lived Assets - We review our long-lived assets, such as property and equipment, operating lease assets, and right-of-use assets, for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is
recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized
balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is
determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to
operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and
competitive influences. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.
Goodwill – Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets
acquired. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter and between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. We may first perform a qualitative
assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we conclude that is the case, or
chose to not perform the qualitative assessment, we quantify the reporting unit’s fair value. If the carrying amount of the reporting unit exceeds its fair value, we
will record an impairment loss based on the difference. The impairment loss will be limited to the amount of goodwill allocated to that reporting unit. Multiple
valuation techniques may be used to assess the fair value of the reporting unit. All of these techniques include the use of estimates and assumptions that are
inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both.
Intangible Assets, exclusive of goodwill – Recognized intangible assets, exclusive of goodwill, are amortized over the useful lives of the assets unless that life
is determined to be indefinite. All of our intangible assets, exclusive of goodwill, are finite lived. We evaluate the remaining useful life of an intangible asset each
reporting period to determine whether events or circumstances may indicate that a revision to the useful life is warranted to reflect the remaining expected use of
the asset. If an intangible asset’s useful life is determined to be finite, but the precise length of that life is not known, the intangible asset is amortized over our
best estimate of the asset’s useful life in a manner that reflects the pattern in which the asset’s economic benefits are consumed or expected to be realized. We
review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to
recover the unamortized balance of the asset. Our primary intangible asset, exclusive of goodwill, is a customer relationship intangible which was recognized in
the acquisition of MGI and derives its value from future cash flows expected from the customers acquired from MGI. Changes in the actual or estimated cash
flows of these customers could result in a material adjustment to amortization expense, an impairment loss, or both. Estimates of future cash flows are based on
many factors, including current cash flows, expected market trends and competitive influences.
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Revenue Recognition – We account for a contract with a customer when the written contract is committed, the rights of the parties, including payment terms,
are identified, the contract has commercial substance and consideration is probable of collection. Substantially all of our revenue is derived by fulfilling customer
orders for the purchase of our products under contracts which contain a single performance obligation, to supply continually defined quantities of product at fixed
prices. We account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an
additional promised service. We recognize revenue at the point in time that control of the ordered product(s) is transferred to the customer, which is upon
delivery to the customer, or its designee at our location, a customer location or other customer-designated delivery point. For substantially all of our contracts,
control of the ordered product(s) transfers at our location. Amounts invoiced to customers for shipping and handling are reported as revenues and the related
costs incurred to deliver product to the customer are reported as cost of goods sold.
Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling product orders. Incidental items that are immaterial in the
context of the contract are recognized as expense. Our contracts do not include a significant financing component. Our contracts may include terms that could
cause variability in the transaction price, including, for example, rebates and volume discounts, or other forms of contingent revenue. The amount of
consideration we expect to receive and revenue we recognize includes estimates of variable consideration, including costs for rebates and discounts. If the
consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or
most likely amount method. Changes in judgments and estimates regarding probability of collection and variable consideration might result in a change in the
timing or amount of revenue recognized.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of RiceBran Technologies
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of RiceBran Technologies and its subsidiaries (the Company) as of December 31, 2020 and
2019, the related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and the
related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended
in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to
be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinions on the critical audit matter or on
the accounts or disclosures to which it relates.
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Long-Lived Asset Impairment Assessment
As described in Notes 8 and 9 to the financial statements, the Company’s net consolidated property and equipment and intangible assets balances were
$16,367,000 and $722,000, respectively, at December 31, 2020. As further described in Note 2 to the financial statements, the Company reviews long-lived
assets, including property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset. Based on events occurring during the year
ended December 31, 2020, management performed an impairment assessment to test long-lived assets for impairment. The results of this assessment indicated
that estimated future cash flows exceed the carrying amount of the assets. The Company’s impairment assessment required management to make significant
estimates and assumptions related to a number of factors, including forecasts of revenue growth rates and cash flows.
We identified the long-lived asset impairment assessment as a critical audit matter because changes in certain significant assumptions management used in the
impairment analysis, including revenue growth rates and operating margins, could have a significant impact on the analysis. Auditing these assumptions involved
a high degree of auditor judgment and subjectivity and increased audit effort.
Our audit procedures related to the Company’s long-lived asset impairment assessment included the following, among others:
• We obtained an understanding of the relevant controls related to the development of forecasted revenue growth rates and operating margins.
• We tested the reasonableness of management’s process for determining the forecasts of revenue growth rates and operating margins.
• We tested the reasonableness of management’s estimates of revenue growth rates and operating margins by comparing management’s prior forecast to
historical results for the Company, comparing the projections for consistency to the Company’s strategic plans and initiatives and comparing the
projections to industry forecasts.
• We evaluated whether the estimates of revenue growth rates and cash flows were consistent with evidence obtained in other areas of the audit.
/s/ RSM US LLP
We have served as the Company's auditor since 2018.
Houston, Texas
February 25, 2021
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RiceBran Technologies
Consolidated Balance Sheets
December 31, 2020 and 2019
(in thousands, except share amounts)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $9 and $347
Inventories
Other current assets
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Goodwill
Intangible assets
Other long-term assets
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable
Commodities payable
Accrued salary, wages and benefits
Accrued expenses
Customer prepayments
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
Total liabilities
Commitments and contingencies
Shareholders' equity:
$
$
$
2020
2019
5,263 $
2,819
1,878
1,380
11,340
16,367
2,452
3,915
722
-
34,796 $
955 $
825
601
536
-
344
126
1,785
82
572
5,826
2,330
113
3,107
11,376
8,444
3,738
898
691
13,771
19,077
2,752
3,915
950
27
40,492
833
829
877
884
12
309
116
1,823
101
28
5,812
2,674
190
73
8,749
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, stated
value $225, 225 shares, issued and outstanding
Common stock, no par value, 150,000,000 shares authorized, 45,238,087 shares and 40,074,483 shares,
issued and outstanding
Accumulated deficit
Total shareholders' equity
Total liabilities and shareholders' equity
$
112
112
322,218
(298,910)
23,420
34,796 $
318,811
(287,180)
31,743
40,492
See Notes to Consolidated Financial Statements
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RiceBran Technologies
Consolidated Statements of Operations
Years Ended December 31, 2020 and 2019
(in thousands, except share and per share amounts)
2020
2019
Revenues
Cost of goods sold
Gross loss
Selling, general and administrative expenses
Loss (gain) on disposition and involuntary conversion of property and equipment
Operating loss
Other income (expense):
Interest expense
Interest income
Other income
Other expense
Total other income (expense)
Loss before income taxes
Income tax expense
Loss from continuing operations
Loss from discontinued operations
Net loss
Basic loss per common share:
Continuing operations
Discontinued operations
Basic loss per common share
Diluted loss per common share:
Continuing operations
Discontinued operations
Diluted loss per common share
$
$
$
$
$
$
26,199 $
28,670
(2,471)
7,971
847
(11,289)
(318)
20
4
(128)
(422)
(11,711)
(19)
(11,730)
-
(11,730) $
(0.29) $
-
(0.29) $
(0.29) $
-
(0.29) $
23,713
24,574
(861)
13,700
(4)
(14,557)
(96)
50
884
(16)
822
(13,735)
-
(13,735)
(216)
(13,951)
(0.42)
(0.01)
(0.43)
(0.42)
(0.01)
(0.43)
Weighted average number of shares outstanding:
Basic
Diluted
41,131,782
41,131,782
32,359,316
32,359,316
See Notes to Consolidated Financial Statements
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RiceBran Technologies
Consolidated Statements of Comprehensive Loss
Years Ended December 31, 2020 and 2019
(in thousands)
Net loss
Derivative financial instruments designated as cash flow hedges:
Losses arising during the period
Reclassification of losses realized to cost of goods sold
Net other comprehensive income
Comprehensive loss
2020
2019
$
(11,730) $
(57)
57
-
(11,730) $
$
(13,951)
-
-
-
(13,951)
See Notes to Consolidated Financial Statements
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RiceBran Technologies
Consolidated Statements of Changes in Shareholders’ Equity
Years Ended December 31, 2020 and 2019
(in thousands, except share amounts)
Shares
Series G
Common
Stock
Stock
Deficit
Equity
Preferred
Common Accumulated
Balance, January 1, 2019
Sales of common stock and Prefunded Warrant, net of costs
Exercise of Prefunded Warrant
Common stock awards under equity incentive plans
Exercise of common stock options
Conversion of preferred stock into common stock
Exercise of common stock warrants
Retirement of unvested shares
Retirement of shares received in settlement with sellers of Golden Ridge
Net loss
Balance, December 31, 2019
Sales of common stock, net of costs
Common stock awards under equity incentive plans
Exercise of common stock warrants
Common stock issued to vendors
Net loss
Balance, December 31, 2020
-
-
-
-
(180)
-
-
-
-
405 29,098,207 $
9,831,668
1,003,344
289,349
165,812
170,818
685,409
(830,124)
(340,000)
-
225 40,074,483
4,850,489
214,234
67,577
31,304
-
225 45,238,087 $
-
-
-
-
-
201 $
-
-
-
-
(89)
-
-
-
-
112
-
-
-
-
-
112 $
296,739 $
19,422
10
1,360
156
89
2,062
-
(1,027)
-
318,811
2,318
1,041
12
36
-
322,218 $
(273,229) $
-
-
-
-
-
-
-
-
(13,951)
(287,180)
-
-
-
-
(11,730)
(298,910) $
23,711
19,422
10
1,360
156
-
2,062
-
(1,027)
(13,951)
31,743
2,318
1,041
12
36
(11,730)
23,420
See Notes to Consolidated Financial Statements
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RiceBran Technologies
Consolidated Statements of Cash Flows
Years Ended December 31, 2020 and 2019
(in thousands)
2020
2019
Cash flow from operating activities:
Net loss
Loss from discontinued operations
Loss from continuing operations
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
$
Depreciation
Amortization
Stock and share-based compensation
Loss (gain) on disposition and involuntary conversion of property and equipment
Settlement with sellers of Golden Ridge
Provision for (recovery of) doubtful accounts
Other
Changes in operating assets and liabilities (net of acquisitions):
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 and equipment
Acquisition of MGI
Net cash used in investing activities - continuing operations
Net cash used in investing activities - discontinued operations
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, net of issuance costs
Payments of long-term debt and finance lease liabilities
Proceeds from margin loan
Payments of margin loan
Proceeds from issuances of common stock and Prefunded Warrant, net of issuance costs
Proceeds from common stock warrant exercises
Proceeds from common stock option exercises
Net cash provided by financing activities
Net change in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash, beginning of period
Cash and cash equivalents
Restricted cash
Cash and cash equivalents and restricted cash, beginning of period
Cash and cash equivalents and restricted cash, end of period
Cash and cash equivalents
Restricted cash
Cash and cash equivalents and restricted cash, end of period
Net change in cash and cash equivalents and restricted cash
Supplemental disclosures:
Cash paid for interest
Cash paid for income taxes
$
$
$
$
See Notes to Consolidated Financial Statements
27
(11,730) $
-
(11,730)
2,393
228
1,077
847
-
(82)
93
997
(980)
(709)
(4)
(76)
(7,946)
(1,184)
250
15
-
(919)
-
27,450
(27,583)
743
(733)
3,762
(285)
-
-
2,318
12
-
5,684
(3,181) $
8,444 $
-
8,444
5,263
-
5,263
(3,181) $
223 $
7 $
(13,951)
216
(13,735)
1,899
31
1,360
(4)
(849)
472
17
(1,102)
332
(327)
(1,340)
(235)
(13,481)
(4,219)
-
-
(3,777)
(7,996)
(475)
5,134
(3,325)
643
(612)
-
(363)
1,853
(1,853)
19,422
2,072
156
23,127
1,175
7,044
225
7,269
8,444
-
8,444
1,175
81
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RiceBran Technologies
Notes to Consolidated Financial Statements
NOTE 1. LIQUIDITY AND MANAGEMENT’S PLAN
The Company’s multi-year history of operating losses and negative operating cash flows from continuing operations raised substantial doubt about the
Company’s ability to continue as a going concern before consideration of management’s plans, however after consideration of management’s plans and the
factors below, the Company believes substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the
financial statements are issued has been alleviated. The factors that alleviated the substantial doubt are summarized below:
1) Significant Cash Reserves – As of December 31, 2020, the Company had $5.3 million in cash and cash equivalents.
2) Declining Operating Losses – During the second half of 2020, the Company generated a progressive decline in both operating losses and negative
operating cash flows, driven by:
• Changes in senior leadership to bring increased transparency and greater accountability to performance achievement.
•
Improvements in revenue trends and a reduction in gross losses due to stronger execution, which the Company expects to continue.
• A sustainable 40%+ reduction in SG&A, from cuts in headcount and lower expenditures on outside services and consultants.
•
Improvements in working capital due to rising account receivables and commodity payables balances.
3) Access to Equity Funding – During the second half of 2020, the Company raised $2.4 million through its ATM facility, despite having a share price
below $1.00 and receiving a Nasdaq delisting notice. Subsequently, on February 17, 2021, the Company received a letter from Nasdaq confirming that
it had regained compliance with this requirement. After raising $2.4 million the Company has $3.6 million in capacity remaining under its $6 million
universal Shelf Registration Statement on Form S-3.
4) Ability to Leverage and/or Sell Real-estate Assets – The Company operates three wholly owned facilities (Mermentau LA, Dillon MT, and North Grand
Forks MN) with no existing liens. Such facilities could potentially be sold or mortgaged to provide additional liquidity.
NOTE 2. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 can become 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 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; and a variety of other valuable derivatives extracted from these core products.
In granular form, SRB is a food additive used in products for human and animal consumption. We believe SRB has certain qualities that make it more attractive
than additives based on the by-products of other agricultural commodities, such as 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 four locations: two leased facilities located within supplier-owned rice mills in Arbuckle and West Sacramento,
California; one company-owned facility in Mermentau, Louisiana; and our own rice mill in Wynne, Arkansas. At our Dillon, Montana facility, we produce SRB-
based products and derivatives through proprietary processes. Our rice mill in Wynne, Arkansas also supplies grades U.S. No. 1 and No. 2 premium long and
medium white rice, and our grain processing facility in East Grand Forks, Minnesota, mills a variety of traditional, and ancient, small grains.
Segment Reporting
An operating segment is defined as a component of a business for which separate financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and evaluate performance. The “Segment Reporting” topic of the FASB ASC requires that public
companies report certain information about operating segments. It also requires that public companies report certain information about their products and
services, the geographic areas in which they operate, and their major customers. The Company has one reporting unit and one operating segment, specialty
ingredients.
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Table of Contents
Recent Accounting Guidance
Recent accounting standards not yet adopted
RiceBran Technologies
Notes to Consolidated Financial Statements
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.
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 December 2019, the FASB issued guidance ASU No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which, among other
things, removed an exception in the guidance to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and
income or a gain from other items such as discontinued operations. We early adopted the guidance effective January 1, 2020. Adoption of the guidance had no
impact on our results of operations, financial position, or cashflows.
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation – The accompanying consolidated financial statements have been prepared in U.S. dollars and in
accordance with accounting principles generally accepted in the United States (GAAP). The accompanying consolidated financial statements include the
accounts of RiceBran Technologies and all subsidiaries in which we have a controlling interest. All significant inter-company balances are eliminated in
consolidation.
Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial statements, disclosure of contingent assets and liabilities and the reported amounts of
revenue and expenses during the reporting period. Because of the uncertainty inherent in such estimates, actual results could differ from those estimates.
Reclassifications – Certain reclassifications have been made to amounts reported for the prior year to achieve consistent presentation with the current year.
Such reclassifications had no impact on previously reported net loss or shareholders’ equity.
Cash and Cash Equivalents – We consider all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to
be cash equivalents. In all periods presented, we maintained our cash and cash equivalents with major banks. We maintain cash in bank accounts in amounts
which at times may exceed federally insured limits. At times we invest in money market funds which are also not federally insured. We have not experienced any
losses on such accounts.
Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable represent amounts receivable on trade accounts. The allowance for
doubtful accounts is based on our assessment of the collectability of customer accounts and the aging of accounts receivable. We analyze the aging of
customer accounts, customer concentrations, customer creditworthiness, current economic trends and changes in our customer payment patterns when
evaluating the adequacy of the allowance for doubtful accounts. From period to period, differences in judgments or estimates utilized may result in material
differences in the amount and timing of the provision for doubtful accounts. We periodically evaluate our credit policy to ensure that customers are worthy of
terms and support our business plans. We generally do not require collateral.
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Table of Contents
RiceBran Technologies
Notes to Consolidated Financial Statements
Inventories – Inventories are stated at the lower of cost or net realizable value. We employ a full absorption procedure using standard cost techniques for the
majority of our operations. The standards are customarily reviewed and adjusted so that they are materially consistent with actual purchase and production costs.
Provisions for potentially obsolete or slow-moving inventory are made based upon our analysis of inventory levels, historical obsolescence and future sales
forecasts, while inventory determined to be obsolete is written off immediately.
Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over
the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized.
Gains or losses on the sale of property and equipment are reflected in net income (loss).
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not
sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying value and estimated
fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of
any indicated deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results,
expected market trends and competitive influences. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less
estimated costs to sell.
Goodwill – Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets
acquired. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter and between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. We may first perform a qualitative
assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we conclude that is the case, or
chose to not perform the qualitative assessment, we quantify the reporting unit’s fair value. If the carrying amount of the reporting unit exceeds its fair value, we
record an impairment loss based on the difference. The impairment loss will be limited to the amount of goodwill allocated to that reporting unit. Multiple
valuation techniques may be used to assess the fair value of the reporting unit. All of these techniques include the use of estimates and assumptions that are
inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both.
Intangible Assets, Exclusive of Goodwill – Recognized intangible assets, exclusive of goodwill, are amortized over the useful lives of the assets unless that
life is determined to be indefinite. All of our intangible assets, exclusive of goodwill, are finite lived. We evaluate the remaining useful life of an intangible asset
each reporting period to determine whether events or circumstances may indicate that a revision to the useful life is warranted to reflect the remaining expected
use of the asset. If an intangible asset’s useful life is determined to be finite, but the precise length of that life is not known, the intangible asset is amortized over
our best estimate of the asset’s useful life in a manner that reflects the pattern in which the asset’s economic benefits are consumed or expected to be realized.
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not
sufficient to recover the unamortized balance of the asset. Our primary intangible asset, exclusive of goodwill, is a customer relationship intangible which derives
its value from future cash flows expected from the acquired customers. Changes in the actual or estimated future cash flows of these customers could result in a
material adjustment to amortization expense, an impairment loss, or both. Estimates of future cash flows are based on many factors, including current cash
flows, expected market trends and competitive influences.
Leases – We lease certain buildings, land and corporate office space under operating leases with monthly or annual rent payments. We lease certain
machinery and equipment under finance leases with monthly rent payments. We determine if an arrangement is a lease at inception. Operating lease assets are
presented as operating lease right-of-use assets and the related liabilities are presented as operating lease liabilities in our consolidated balance sheets. Finance
lease right-of-use assets are included in property and equipment, net, and the related liabilities are included as finance lease liabilities in our consolidated
balance sheets.
We recognize right-of-use assets and lease liabilities based on the present value of the future minimum lease payments over the lease term, beginning at the
commencement date, for leases exceeding a year. Minimum lease payments include the fixed lease components of the lease and any variable rate payments
that depend on an index, initially measured using the index at the lease commencement date. Lease terms may include options to renew when it is reasonably
certain that we will exercise that option. We combine lease and nonlease components and account for them as a single lease component. Certain leases contain
rent escalation clauses, rent holidays, capital improvement funding or other lease concessions.
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RiceBran Technologies
Notes to Consolidated Financial Statements
In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease. When we cannot readily
determine the discount rate implicit in a lease, we utilize our incremental borrowing rate, the rate of interest that we would incur to borrow, on a collateralized
basis over a similar term, an amount equal to the lease payments in a similar economic environment. To estimate the incremental borrowing rate, we reference a
market yield curve consistent with our assessment of our credit quality.
We recognize operating lease expense related to the minimum lease payments on a straight-line basis over the lease term. For finance leases, we recognize
amortization expense related to the minimum lease payments on a straight-line basis over the lease term while interest expense is recognized using the
effective interest method. Expense related to variable lease payments that do not depend on a rate or index and short-term rentals, on leases with terms less
than a year, are expensed as incurred.
Revenue Recognition – We account for a contract with a customer when the written contract is committed, the rights of the parties, including payment terms,
are identified, the contract has commercial substance and consideration is probable of collection. Substantially all of our revenue is derived by fulfilling customer
orders for the purchase of our products under contracts which contain a single performance obligation, to supply continually defined quantities of product at fixed
prices. We account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an
additional promised service. We recognize revenue at the point in time that control of the ordered product(s) is transferred to the customer, which is upon
delivery to the customer, or its designee at our location, a customer location or other customer-designated delivery point. For substantially all of our contracts,
control of the ordered product(s) transfers at our location. Amounts invoiced to customers for shipping and handling are reported as revenues and the related
costs incurred to deliver product to the customer are reported as cost of goods sold.
Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling product orders. Incidental items that are immaterial in the
context of the contract are recognized as expense. Our contracts do not include a significant financing component. Our contracts may include terms that could
cause variability in the transaction price, including, for example, rebates and volume discounts, or other forms of contingent revenue. The amount of
consideration we expect to receive and revenue we recognize includes estimates of variable consideration, including costs for rebates and discounts. If the
consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or
most likely amount method. Changes in judgments and estimates regarding probability of collection and variable consideration might result in a change in the
timing or amount of revenue recognized.
Incremental costs of obtaining a revenue contract are capitalized and amortized on a straight-line basis over the expected customer relationship period if we
expect to recover those costs. As a practical expedient, we expense costs to obtain a contract as incurred if the amortization period would have been a year or
less. Typically, costs to incur revenue contracts are not significant.
Selling, General and Administrative Expenses – Selling, general and administrative expenses include salaries and wages, bonuses and incentives, share-
based compensation expense, employee-related expenses, facility-related expenses, marketing and advertising expense, depreciation of non-operating property
and equipment, professional fees, amortization of intangible assets, provisions for losses on accounts receivable and other operating expenses.
Research and Development – Research and development expenses include internal and external costs. Internal costs include salaries and employment related
expenses. External expenses consist of costs associated with product development. All such costs are charged to expense in the period they are incurred.
Share-Based Compensation –Share-based compensation expense for stock options granted to employees is calculated at the grant date using the Black-
Scholes-Merton valuation model based on awards ultimately expected to vest and expensed on a straight-line basis over the service period of the grant. We
recognize forfeitures as they occur. The Black-Scholes-Merton option pricing model requires us to estimate key assumptions such as expected life, volatility,
risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management’s judgment
regarding market factors and trends. We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the
Black-Scholes-Merton model.
For awards of nonvested stock to employees, share-based compensation is measured based on the fair value of the stock on the date of grant and the
corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Compensation
expense related to service-based awards are recognized on a straight-line basis over the requisite service period for the entire award.
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RiceBran Technologies
Notes to Consolidated Financial Statements
For restricted stock units issued to employees with market conditions, share-based compensation is measured based on the fair value of the award on the date
of grant using a binomial simulation model and expense is recognized over the derived service period determined by the simulation. The binomial simulation
model requires us to estimate key assumptions such as stock volatility, risk-free interest rates and dividend yields based on both historical information and
management’s judgment regarding market factors and trends.
Share-based compensation for awards to nonemployees is calculated as of the grant date, taking into consideration the probability of satisfaction of performance
conditions, in a manner consistent with awards to employees. The expense associated with share-based awards for service is recognized over the term of
service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The expense associated with
share-based awards made in exchange for goods is generally attributed to expense in the same manner as if the vendor had been paid in cash.
Derivative Financial Instruments – In May 2020, we began, from time to time, to use derivative financial instruments to manage a portion of our risks related to
commodity prices. We do not use derivative financial instruments for trading or speculative purposes. Changes in the fair value of derivative financial instruments
are recognized either in cost of goods sold or in shareholders’ equity as a component of other comprehensive income (loss) (OCI), depending on whether the
derivative financial instrument is undesignated or qualifies for hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability
in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Gains and losses on derivatives designated as cash
flow hedges, to the extent they are included in the assessment of effectiveness, are recorded in OCI and subsequently reclassified to cost of goods sold to offset
the impact of the hedged items when they occur. In the event it becomes probable the forecasted transaction to which a cash flow hedge relates will not occur,
the derivative is terminated and the amount in accumulated OCI is recognized in earnings. All cash flows related to derivative financial instruments are classified
as operating activities in our consolidated statements of cash flows. As of December 31, 2020, there are no derivative financial instruments outstanding.
Income Taxes – We account for income taxes by recording a deferred tax asset or liability for the recognition of future deductible or taxable amounts and
operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and
liabilities for financial reporting and tax purposes during the year.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards.
A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be
realized. The realization of deferred tax assets can be affected by, among other things, the nature, frequency and severity of current and cumulative losses,
forecasts of future profitability, the length of statutory carryforward periods, our experience with utilizing operating losses and tax credit carryforwards by
jurisdiction, and tax planning alternatives that may be available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a
payment that may be different from current estimates of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an
additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may
result in income tax benefits being recognized in the period when it is determined that the liabilities are no longer necessary.
We recognize interest and penalties related to uncertain tax positions, if any, in selling, general and administrative expenses.
Fair Value – Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Certain assets and liabilities may be presented in the financial statements at fair value. Assets and liabilities measured at
fair value on a non-recurring basis may include property and equipment.
We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in
the market:
•
•
•
Level 1 – inputs include quoted prices for identical instruments and are the most observable.
Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves.
Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing
the asset or liability.
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Table of Contents
NOTE 3. ACQUISITIONS
MGI
RiceBran Technologies
Notes to Consolidated Financial Statements
On April 4, 2019, we acquired substantially all of the assets comprising the business of MGI Grain Processing, LLC, a Minnesota limited liability company, now
conducting business as MGI Grain Incorporated (MGI) for an aggregate purchase price of $3.8 million. The purchase price included $0.3 million deposited in an
escrow account at closing which was subsequently released to the sellers in June 2019. MGI owns and operates a grain mill and processing facility in East
Grand Forks, Minnesota. We acquired MGI as part of our strategy to expand our product portfolio. The acquisition has been accounted for as a business
combination. The results of MGI’s operations are included in our consolidated financial statements beginning April 4, 2019. In 2019, we incurred $0.1 million of
MGI acquisition-related costs which are included in selling, general and administrative expenses.
The following table summarizes as of December 31, 2019, the final purchase price allocation, the consideration transferred to acquire MGI and the amounts of
identified assets acquired and liabilities assumed (in thousands).
Cash
Working capital adjustment to purchase price
Total fair value of consideration transferred
Accounts receivable
Inventories
Deposits and other current assets
Property and equipment
Customer relationship
Other finite-lived intangible assets
Accounts payable
Finance lease liabilities
Net recognized amounts of identifiable assets acquired and liabilities assumed
Goodwill
$
$
3,795
(18)
3,777
591
149
12
1,560
930
35
(219)
(18)
3,040
737
The fair value of MGI’s trade receivables at acquisition, equaled the gross amount of trade receivables. The fair value of the customer relationship intangible at
acquisition was estimated using an income approach based on expected future cash flows. Goodwill primarily was attributed to intangible assets that do not
qualify for separate recognition and synergies generated by MGI when combined with our existing operations. The $0.7 million allocated to goodwill is
deductible for tax purposes over the next fifteen years.
Our revenues for 2020 and 2019 include $4.2 and $1.9 million related to the acquired MGI business. Our net loss for 2020 and 2019 includes $0.1 million of net
income and $0.3 million of net loss from the acquired MGI business. The following table provides unaudited pro forma information for the year ended December
31, 2019, presented as if the MGI acquisition had occurred January 1, 2019.
Revenues (in thousands)
Loss from continuing operations (in thousands)
Loss per share - continuing operations
Weighted average number of common shares outstanding - basic and diluted
$
$
$
2019
24,913
(13,432)
(0.42)
32,359,316
No adjustments have been made in the pro forma information for synergies that are resulting or planned from the MGI acquisition. The unaudited proforma
information is not indicative of the results that may have been achieved had the companies been combined as of January 1, 2019, or of our future operating
results.
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Table of Contents
Golden Ridge
RiceBran Technologies
Notes to Consolidated Financial Statements
In November 2018, we acquired substantially all of the assets comprising the business of Golden Ridge Rice Mills, LLC, now conducting business as Golden
Ridge Rice Mills, Inc. (Golden Ridge). The results of Golden Ridge’s operations are included in our consolidated financial statements beginning November 28,
2018. The purchase price for Golden Ridge was subject to adjustment if the estimated working capital with respect to the assets purchased and the liabilities
assumed at the time of closing was different than the actual closing working capital, as defined in the purchase agreement. We revised our preliminary estimate
of the working capital adjustment in 2019 as indicated in the table below. The following table summarizes the purchase price allocation as of closing and as
revised in 2019 (in thousands, except share and per share amounts).
1,666,667 shares of common stock, at fair value of $3.00 per share at closing
Golden Ridge financial liabilities paid for the seller
Cash
Note payable to seller
Working capital adjustment to purchase price
Total fair value of consideration transferred
Cash
Accounts receivable
Inventories
Property and equipment
Accounts payable
Commodities payable
Accrued liabilities
Lease liabilities
Equipment notes payable
Net recognized amounts of identifiable assets acquired and liabilities assumed
Goodwill
$
Estimated at
Acquisition and as
of
December 31, 2018
$
5,000 $
2,661
250
609
(1,147)
7,373
Adjustments
Final as of
December 31, 2019
5,000
- $
2,661
-
250
-
609
-
(563)
584
7,957
584
409
1,587
103
5,092
(222)
(2,559)
(12)
(104)
(99)
4,195
3,178 $
(63)
87
-
-
110
432
12
-
6
584
- $
346
1,674
103
5,092
(112)
(2,127)
-
(104)
(93)
4,779
3,178
The 1,666,667 shares issued at closing of our purchase of Golden Ridge in 2018 included 380,952 shares that were deposited in an escrow account to be used
to satisfy any indemnification obligations of the seller that may arise. As of December 31, 2018, the 380,952 shares remained in escrow. In July 2019, we
reached an agreement to settle the $0.6 million working capital adjustment receivable and other claims with the sellers of Golden Ridge. As a result, in 2019 (i)
340,000 shares of common stock held in the escrow account ($1.0 million fair value as of both the settlement date and the November 28, 2018, acquisition date)
were returned to us and retired, (ii) the remaining $0.4 million note payable we owed to a seller was cancelled and (iii) certain open grain purchase contracts
with entities related to a seller were terminated. We recorded a gain on the noncash settlement of $0.8 million in 2019, which is included in other income. In
connection with the foregoing, a settlement agreement was entered into among the parties. All shares of common stock were distributed and the escrow
agreement was terminated.
In 2019, information was discovered requiring adjustments to the opening balance sheet of Golden Ridge. The adjustments resulted primarily from an
overstatement of the opening balances of commodities payable and accounts payable at December 31, 2018. These balances were adjusted in the 2019
financial statements. The impact of the adjustments to our prior period financial statements is not considered significant. No subsequent adjustments have been
made to the opening balance sheet.
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Table of Contents
RiceBran Technologies
Notes to Consolidated Financial Statements
NOTE 4. DISCONTINUED OPERATIONS AND RESTRICTED CASH
In July 2017, we completed the sale of the assets of Healthy Natural (HN) for $18.3 million in cash and recognized a gain on sale of $8.2 million, net of $4.7
million in taxes. The selling price was subject to adjustment if the estimated closing working capital with respect to the assets sold and the liabilities assumed
was different than the actual closing working capital for those assets and liabilities. The $8.2 million net gain on sale recognized in 2017 was based on an
estimated working capital adjustment of $0.3 million, which was disputed. Our consolidated balance sheets included a liability for the settlement of the working
capital adjustment of $0.3 million as of December 31, 2018. During 2019, we finalized the adjustment with the purchaser of HN, and increased the estimated
working capital adjustment from $0.3 million to $0.5 million. We paid the $0.5 million liability in July 2019. The adjustment to lower the gain on the sale of HN as
a result of the change in the estimated working capital adjustment is recorded in discontinued operations in 2019, net of zero tax benefit. The $0.2 million in a
related escrow was released and used to settle a portion of the liability for the working capital adjustment in 2019.
NOTE 5. CASH AND CASH EQUIVALENTS
As of December 31, 2020, we had $2.4 million of cash and cash equivalents invested in a money market fund with net assets invested in U.S. Dollar
denominated money market securities of domestic and foreign issuers, U.S. Government securities and repurchase agreements. We consider all liquid
investments with original maturities of three months or less at the time of purchase to be cash equivalents.
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 6. 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. Revenues in
2020 and 2019 include $0.1 million, or less, in unearned revenue as of end of the prior year.
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.
% of revenue, 2020
% of revenue, 2019
% of accounts receivable, as of December 31, 2020
% of accounts receivable, as of December 31, 2019
A
10%
11%
17%
10%
Customer
B
11%
16%
1%
31%
C
3%
2%
10%
10%
The following table presents revenues by geographic area shipped to (in thousands).
United States
Other countries
Revenues
2020
2019
24,790 $
1,409
26,199 $
22,533
1,180
23,713
$
$
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Table of Contents
RiceBran Technologies
Notes to Consolidated Financial Statements
In all periods presented, less than 10% of our revenues related to shipments to locations outside of the U.S. The following table presents revenues by product
line (in thousands).
Food
Animal nutrition
Revenues
2020
2019
18,114 $
8,085
26,199 $
16,957
6,756
23,713
$
$
NOTE 7. INVENTORIES
The following table details the components of inventories (in thousands).
Finished goods
Raw materials
Packaging
Inventories
December 31
2020
2019
$
$
1,512 $
236
130
1,878 $
698
90
110
898
NOTE 8. PROPERTY AND EQUIPMENT
The following table details the components of property and equipment (amounts in thousands).
December 31
2020
2019
Estimated Useful Lives (Years)
Land
Furniture and fixtures
Plant
Computer and software
Leasehold improvements
Machinery and equipment
Property and equipment, cost
Less accumulated depreciation
Property and equipment, net
$
$
730 $
276
9,377
1,060
1,880
16,402
29,725
13,358
16,367 $
730
476
9,667
1,317
2,019
16,864
31,073
11,996
19,077
5 - 10
20 - 40 years, or life of lease
3 - 5
4 - 15, or life of lease
5 - 15
Amounts payable for property and equipment included in accounts payable totaled $0.3 million at December 31, 2020, and $0.1 million at December 31, 2019.
Assets which had not yet been placed in service, included in property and equipment, totaled $0.6 million at December 31, 2020, and $1.5 million at December
31, 2019.
NOTE 9. GOODWILL AND INTANGIBLES
A summary of goodwill activity follows (in thousands).
Goodwill, January 1
MGI acquistion
Goodwill, December 31
2020
2019
3,915 $
-
3,915 $
3,178
737
3,915
$
$
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Table of Contents
Intangible assets, excluding goodwill, consist of the following (in thousands).
RiceBran Technologies
Notes to Consolidated Financial Statements
Customer relationships
Trademarks
Non-compete agreement
Other
Total intangible assets
December 31, 2020
December 31, 2019
Gross
Carrying
Value
Accumulated
Amortization
Net
Carrying
Value
Gross
Carrying
Value
Accumulated
Amortization
Net
Carrying
Value
930 $
13
22
32
997 $
236 $
2
8
29
275 $
694 $
11
14
3
722 $
930 $
13
22
32
997 $
20 $
1
3
23
47 $
910
12
19
9
950
Estimated
Useful Life
15
10
5
17
$
$
The customer relationship intangible, acquired from MGI in 2019, is amortizing over the 15-year period of expected future economic benefit, in proportion to the
discounted expected future cash flows used to estimate the value of the intangible at acquisition. It is amortizing at a more rapid rate in the earlier periods than in
later periods. Other finite-lived intangible assets are amortizing on a straight-line basis.
As of December 31, 2020, the weighted-average remaining amortization period for intangibles other than goodwill is 12.7 years and future intangible amortization
is expected to total the following (in thousands):
2021
2022
2023
2024
2025
Thereafter
Total amortization
NOTE 10. LEASES
The components of lease expense and cash flows from leases (in thousands) follow.
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
$
$
196
146
110
80
58
132
722
2020
2019
$
$
$
$
$
62 $
14
517
127
9
729 $
14 $
517 $
101 $
60
14
522
132
21
749
14
522
79
As of December 31, 2020, variable lease payments do not depend on a rate or index. As of December 31, 2020, property and equipment, net, includes $0.2
million of finance lease right-of-use-assets, with an original cost of $0.4 million. During 2019, we financed the purchase of $0.2 million of property and equipment
in noncash finance lease transactions.
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Table of Contents
RiceBran Technologies
Notes to Consolidated Financial Statements
As of December 31, 2020, 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 December 31, 2020, follows.
Remaining leases terms (in years)
Weighted average remaining lease terms (in years)
Discount rates
Weighted average discount rate
Operating
Leases
-
7.0
2.8
12.2
Finance
Leases
-
2.5
0.1
3.5
6.3% -
9.0%
4.3% -
7.3%
7.7%
5.9%
As of December 31, 2020, operating leases have maturities extending through 2032. Maturities of lease liabilities as of December 31, 2020, follows (in
thousands).
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Amounts representing interest
Present value of lease obligations
NOTE 11. DEBT
Operating
Leases
Finance
Leases
$
$
536 $
548
528
429
439
1,029
3,509
(835)
2,674 $
91
68
38
11
-
-
208
(13)
195
In 2020 and 2019, we financed amounts owed for annual insurance premiums under financing agreements. As of December 31, 2020, amounts due under
insurance premium financing agreements are due in monthly installments of principal and interest through March 2021, at interest rates of 4.7% to 5.5% per
year.
In October 2019, we entered into a factoring agreement which provides for a $7.0 million credit facility with a lender. We may only borrow to the extent we have
qualifying accounts receivable as defined in the agreement. The facility has an initial two-year term and automatically renews for successive annual periods,
unless proper termination notice is given. We paid a $0.2 million facility fee upon inception of the agreement which is amortizing to interest expense on a
straight-line basis over two years. We incur recurring fees under the agreement, including a funding fee of 0.5% above the prime rate, in no event to be less
than 5.5%, on any advances and a service fee on average net funds borrowed. The lender has the right to demand repayment of the advances at any time. The
lender has a security interest in personal property assets.
Due under factoring agreement consists of the following (in thousands).
Borrowings outstanding
Debt issuance costs, net
Due under factoring agreement
Additional information related to our factoring obligation follows.
Average borrowings outstanding (in thousands)
Amortization of debt issuance costs (in thousands)
Fees paid, as a percentage of average oustanding borrowings
Interest paid, as a percentage of average outstanding borrowings
38
December 31,
2020
2019
$
$
1,860 $
(75)
1,785 $
1,989
(166)
1,823
$
$
2020
2019
$
1,713
$
91
7.3%
6.4%
272
15
10.2%
6.2%
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Table of Contents
Long-term debt consists of the following (in thousands).
RiceBran Technologies
Notes to Consolidated Financial Statements
December 31,
2020
2019
Payroll Protection Program note - Dated April 2020. Interest accrues at an annual rate of 1.0%.
Forgiven in January 2021.
$
1,792 $
Mortgage promissory note - Dated September 2020. Interest accrues at an annual rate which is the greater of
11.0% above the lender's prime rate and 14.3%. Payable in monthly installments through June 2022.
Net of $25 debt issuance costs issuance costs at December 31, 2020
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% per year, 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.
Equipment note - Dated December 2019. Due in monthly installments through December 2024.
Interest accrues at the effective discount rate of 9.3% per year.
Total long term debt, net
$
1,817
37
33
3,679 $
-
-
62
39
101
In April 2020, we received $1.8 million on an SBA Payroll Protection Program loan as provided for in the Coronavirus Aid, Relief and Economic Security Act
(CARES), enacted into U.S. law in March 2020. Under certain conditions, the loan and accrued interest were forgivable, if the loan proceeds were used for
eligible purposes, including payroll, benefits, rent and utilities, and maintaining payroll levels. As of December 31 2020, payments could be deferred for up to two
years. The loan proceeds were used for eligible purposes and the entire loan and related accrued interest was forgiven, in its entirety in January 2021.
In July 2020, we entered into a mortgage agreement with a lender pursuant to a promissory note. In September 2020, we borrowed $1.0 million on the note and,
in October 2020, we borrowed the remaining $1.0 million available on the note. Interest on this note accrues at an annual rate which is the greater of 11.0%
above the lender’s prime rate and 14.3%. In addition, we will incur a facility fee equal to 1.0% of the amount of each advance under the promissory note. The
principal amount of the note must be repaid in monthly installments ending in June 2022. The note is secured by certain real property and personal property
assets of Golden Ridge Rice Mills, Inc. As of December 31, 2021, the note bore interest at an annual rate of 14.3%.
Future principal maturities of long-term debt outstanding at December 31, 2020, follow (in thousands).
2021
2022
2023
2024
Principal maturities
Debt issuance costs
Total long term debt, net
$
$
597
3,088
9
10
3,704
(25)
3,679
We previously held a note payable to the seller of Golden Ridge, which bore interest at an annual rate of 6.8%. Interest was payable monthly. We paid
$0.3 million of principal on the note in January 2019. The remaining principal of $0.4 million was payable upon maturity of the note in November 2019. The seller
cancelled the note payable in July 2019 in partial settlement of the working capital adjustment receivable from the seller described further in Note 3.
During 2019, we borrowed under a demand loan collateralized by the investment in the money market fund described in Note 5, at amounts and rates
determined at the discretion of the lender. Borrowing under the loan averaged $0.1 million in 2019 and interest averaged 5.5%. At December 31, 2019, the loan
was paid in full.
NOTE 12. EQUITY, SHARE-BASED COMPENSATION , WARRANTS AND SECURITIES OFFERINGS
In June 2020, our shareholders approved, and we filed an amendment to our articles of incorporation, increasing our authorized shares of common stock from
50,000,000 to 150,000,000.
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Table of Contents
Preferred Stock
RiceBran Technologies
Notes to Consolidated Financial Statements
Our board of directors, without further action or vote by holders of our common stock, has the right to establish the terms, preference, rights and restrictions and
issue shares of preferred stock. We previously designated and issued six series of preferred stock of which no shares remain outstanding. In addition, we
designated and issued a seventh series of preferred stock, Series G, of which 225 shares remain outstanding as of December 31, 2020.
The Series G preferred stock is non-voting and may be converted into shares of our common stock at the holders’ election at any time, subject to certain
beneficial ownership limitations, at a ratio of 1 preferred share for 948.9915 shares of common stock. The Series G preferred stock is entitled to receive dividends
if we pay dividends on our common stock, in which case the holders of the preferred stock are entitled to receive the amount and form of dividends that they
would have received if they held the common stock that is issuable upon conversion of the Series G preferred stock. If we are liquidated or dissolved, the
holders of Series G preferred stock are entitled to receive, before any amounts are paid in respect of our common stock, an amount per share of preferred stock
equal to $1,000, plus any accrued but unpaid dividends thereon.
Securities Offerings
On March 30, 2020, we entered into an at market issuance sales agreement with respect to an at-the-market 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 through B. Riley FBR, Inc, as sales agent. The issuances and sales of
our common stock under the agreement are made pursuant to our effective “shelf” registration statement on Form S-3. During 2020, we issued and sold
4,850,489 shares of common stock under the agreement, at an average price of $0.53 per share. Proceeds from those sales are recorded in equity, net of $0.2
million of stock issuance costs.
In March 2019, we issued and sold 3,046,668 shares of common stock for $3.00 per share and a prefunded warrant (the Prefunded Warrant) exercisable into
1,003,344 shares of common stock for $2.99 per share, in a private placement. The Prefunded Warrant had an exercise price of $0.01 per share and was
immediately exercisable; however, we had to obtain approval from our shareholders before the holder could exercise the Prefunded Warrant to the extent such
exercise would result in the holder owning in excess of 19.99% of our common shares outstanding. The holder exercised the entire Prefunded Warrant
automatically when our shareholders approved the exercise in June 2019. We determined the Prefunded Warrant qualified for equity accounting. The net
proceeds from the offering of $11.6 million, after deducting commissions and other cash offering expenses of $0.5 million, are recorded in equity. We
determined the exercise price of the warrant was nominal and, as such, have considered the 1,003,344 shares underlying the warrant to be outstanding effective
March 8, 2019, for the purposes of calculating basic EPS.
In December 2019, we issued and sold 6,785,000 shares of common stock for $1.25 per share in a public offering. The net proceeds from the offering of $7.8
million, after deducting commissions and other cash offering expenses of $0.7 million, are recorded in equity.
The proceeds from the 2020 and 2019 securities offerings were used for general corporate purposes.
Equity Incentive Plan
Our board of directors adopted our 2014 Equity Incentive Plan (2014 Plan) in August 2014, after the plan was approved by shareholders. The total shares of
common stock authorized for issuance under the 2014 Plan is 6,300,000 shares. Under the terms of the plan, we may grant stock options, shares of common
stock and share-based awards to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our
board of directors administers the plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients. The stock
options granted under the plan have terms of up to 10 years. As of December 31, 2020, awards for the purchase of 4,881,053 shares have been granted and
remain outstanding (common stock options, common stock and restricted stock units) and 1,418,947 shares are reserved for future grants under the 2014 Plan.
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Table of Contents
RiceBran Technologies
Notes to Consolidated Financial Statements
Share-based compensation expenses related to employees and directors are included in selling, general and administrative expenses. Share-based
compensation by type of award follows (in thousands).
2020
2019
Common stock, vested and nonvested at issuance
Stock options
Restricted stock units
Compensation expense related to common stock awards issued under equity
incentive plan
$
$
Information regarding common stock issued under the equity incentive plan follows.
2020
Weighted
Average
Grant
Date Fair
Value Per
Share
0.53
0.85
0.71
Weighted
Average
Vesting
Period
(Years)
Shares
Issued
83,306 $
71,011
59,917
214,234
Shares
Issued
-
-
-
219,401 $
30,887
39,061
289,349
Directors
Employees
Consultants
Nonvested Stock
308 $
148
585
1,041 $
2019
Weighted
Average
Grant
Date Fair
Value Per
Share
721
354
225
1,300
Weighted
Average
Vesting
Period
(Years)
2.27
3.22
2.76
0.6
-
0.4
As of December 31, 2020, there were no shares of nonvested common stock outstanding. A summary of nonvested common stock activity for 2019 follows (in
thousands, except share and per share amounts).
Weighted
Average
Grant
Date Fair
Value Per
Share
Shares
Granted
193,965 $
150,274
(227,711)
116,528 $
Fair Value
(1)
582
432
613
171
1.84 $
2.88
1.99
2.88 $
Nonvested at January 1, 2019
Granted
Vested
Nonvested at December 31, 2019 (2)
(1) Represents pre-tax fair value, based on our closing stock prices, which would have been received by the holders of the stock had all such holders sold
their underlying shares on the date indicated, the dates of grant or the dates of vesting, as applicable.
(2) The 116,528 nonvested shares of common stock outstanding at December 31, 2019, had a fair value of $0.1 million when the shares vested in 2020.
41
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Table of Contents
RiceBran Technologies
Notes to Consolidated Financial Statements
We issued 950,000 nonvested shares of common stock to a supplier in February 2016. The shares were being held in escrow until earned by the supplier at a
fixed price of $2.80 per share. We recalled and retired the 830,124 shares remaining in escrow, after the related supply agreement terminated in August 2019.
During 2019, we released from escrow and expensed the value of 20,640 shares of common stock earned by the supplier, at $2.92 per share. Activity in these
shares is not reflected in the nonvested common stock activity table above.
Options
Stock option activity follows.
Outstanding at January 1
Granted (1)
Cash exercised (2)
Forfeited
Outstanding at December 31
Shares
Under
Options
996,009 $
653,004
-
(973,987)
675,026 $
2020
2019
Weighted
Average
Exercise
Price
Weighted
Average
Grant
Date Fair
Value
Weighted
Average
Remaining
Contractual
Life (Years)
Shares
Under
Options
Weighted
Average
Exercise
Price
Weighted
Average
Grant Date
Fair Value
3.23
1.22 $
NA
2.56
2.24
0.73
8.1
10.0
NA
8.1
7.9
950,727 $
385,883
(165,812)
(174,789)
996,009 $
3.06
3.01 $
0.94
3.98
3.23
Weighted
Average
Remaining
Contractual
Life (Years)
8.5
10.0
8.1
8.4
8.1
1.83
(1) The options granted vest and become exercisable in annual or monthly installments ending three or four years from the date of grant.
(2) In 2019, includes options for 31,955 shares of common stock at a weighted average exercise price of $1.16 per share for which we accelerated vesting
upon termination of employment for an employee in June 2019. We expensed $0.1 million of incremental expense upon acceleration of vesting.
Information related to outstanding and exercisable stock options as of December 31, 2020, follows.
Range of Exercise
Prices
Shares
Underlying
Options
Outstanding
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Shares
Underlying
Options
Exercisable
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
less than $1.00
$1.00 to $1.99
$2.00 to $2.99
$3.00 to $3.99
$4.00 to $4.99
$5.00 to $74.00
78,000 $
348,119
126,750
92,634
23,104
6,419
675,026 $
0.85
1.26
2.77
3.34
4.43
38.59
2.24
6.3
8.7
8.3
7.3
3.7
1.0
7.9
68,500 $
33,782
47,687
46,509
23,094
6,419
225,991 $
0.85
1.48
2.82
3.37
4.43
38.59
3.37
6.3
6.7
7.9
6.3
3.7
1.0
6.3
As of December 31, 2020, outstanding stock options had an intrinsic value of zero, the weighted average remaining vesting period of options outstanding was
2.6 years and unrecognized option compensation cost was $0.4 million. As of December 31, 2020, exercisable options had an intrinsic value of zero. The
intrinsic value of options exercised was $0.4 million in 2019. The following are the assumptions used in valuing stock option grants:
2020
-
60%
69%
64% -
69%
2019
(62% weighted average) (67% weighted average)
2.7%
(1.6% weighted average) (2.4% weighted average)
1.7%
1.8%
1.3%
-
-
7.0
5.9
-
(6.3 weighted average)
-
6.3
6.1
-
(6.2 weighted average)
-
Assumed volatility
Assumed risk free interest rate
Average expected life of options (in years)
Expected dividends
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Table of Contents
Restricted Stock Units
RiceBran Technologies
Notes to Consolidated Financial Statements
Restricted stock unit (RSU) activity with employees and directors follows.
2020
Unrecognized
Stock
Compensation
(in thousands)
Weighted
Average
Expense
Period
(Years)
2019
Unrecognized
Stock
Compensation
(in thousands)
Weighted
Average
Expense
Period
(Years)
RSU Shares
Issued
RSU Shares
Issued
1,148,062 $
1,261,803
-
(227,062)
620,000
(386,403)
(625,000)
(296,000)
-
1,495,400 $
377
828
-
(22)
353
-
-
(221)
(585)
730
1. 4
0.9
2.0
1.4
1,215,000 $
213,062
-
-
-
-
-
(280,000)
-
1,148,062 $
683
145
-
-
-
-
-
(226)
(225)
377
2.3
2.4
1.4
Nonvested at January 1
Granted (1)
Modified
Before modification (2)
After modification (3)
Vested (4)
Cancelled
Forfeited (5)
Expensed
Nonvested at December 31
(1) The shares of common stock subject to the RSUs granted in 2020 were vested when granted or vest within two years of grant. The 2020 RSU grants
were not subject to any market conditions and were valued using the market price of our common stock on the date of grant. Prior to being modified in
2020, the shares of common stock subject to the RSUs granted in 2019 vested 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 in certain grants, and expired on the fifth
anniversary of each grant. The assumptions used in valuing the 2019 RSU grants, which contained market conditions, follow:
Assumed volatility
Assumed risk free interest rate
Expected dividends
2019
4.3% -
44%
(44% weighted
average)
1.4% -
2.3%
(1.8% weighted
average)
-
(2) In December 2020, we modified RSUs for a total of 227,062 shares of common stock. Prior to modification, the shares subject to the RSUs vested
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 vested as to (i) 22,706 shares on the date the vesting price equals or
exceeds $5.00 per share, (ii) 68,119 shares on the date the vesting price equals or exceeds $10.00 per share and (iii) 136,237 shares on the date the
vesting price equals or exceeds $15.00 per share. Vesting on the RSU shares would have occurred 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 from October 2023 to August 2024.
(3) In December 2020, after modification, shares subject to the modified RSUs referred to above totaled 620,000 and vest as to 50% of the shares in
December 2021 and as to the remainder of the shares in December 2022. We are recognizing the total of (i) the remaining unrecognized compensation
on the awards as of the modification date and (ii) the increase in fair value of the RSUs as a result of the modification, over the remaining two-year
vesting period of the RSUs.
(4) Represents shares of common stock subject to RSUs which were vested when granted.
(5) In 2020 and 2019, we reversed expense recognized in prior periods on forfeited RSU shares in the amounts indicated in the unrecognized stock
compensation column.
As of December 31, 2020, issuance of 836,803 shares of common stock subject to certain RSUs, 386,403 of which are vested, is deferred to the date
the holder is no longer providing service to RiceBran Technologies.
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Table of Contents
Warrants
RiceBran Technologies
Notes to Consolidated Financial Statements
Warrant activity, excluding activity related to the Prefunded Warrant, for the years ended December 31, 2020 and 2019, follows.
2020
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Shares
Under
Warrants
2019
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
1.32
0.96
0.96
5.25
0.98
1.9
-
-
-
1.1
10,252,714 $
(685,409)
-
(2,035,025)
7,532,280 $
2.25
3.01
NA
5.25
1.32
2.3
0.3
NA
-
1.9
Shares
Under
Warrants
7,532,280 $
(12,948)
(215,740)
(657,676)
6,645,916 $
Outstanding at January 1
Cash exercised
Cashless exercised (1)
Expired
Outstanding at December 31 (2)
(1) We issued 54,629 shares of common stock upon the cashless exercise of the warrants.
(2) Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. As of December 31,
2020, warrant holders may elect to exercise cashless warrants for 3,484,675 shares of common stock at an exercise price of $0.96 per share and 25,000
shares of common stock at an exercise price of $5.25 per share. If we register for resale the shares subject to warrants, the holders of some of the
warrants may no longer have the right to elect a cashless exercise. If we fail to maintain a registration statement for the resale of shares under certain
other warrants, the shares under those warrants may again become exercisable using a cashless exercise feature.
As of December 31, 2020, all outstanding warrants were exercisable. The following table summarizes information related to exercisable and outstanding
warrants as of December 31, 2020.
Range of
Exercise
Prices
Shares
Under
Warrants
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
$ 0.96
$ 2.00
$ 5.25
6,570,916 $
50,000
25,000
6,645,916 $
0.96
2.00
5.25
0.98
1.1
2.1
0.1
1.1
NOTE 13. INVOLUNTARY CONVERSION OF ASSETS
In 2020, we wrote down assets, consisting primarily of a building, machinery and equipment, in the amount of $0.9 million and incurred other costs of $0.1 million
as a result of hurricane damage that occurred in August 2020. This event damaged our Lake Charles, Louisiana property, and operations at that facility were shut
down in September 2020. We expect insurance recoveries will cover our asset loss to the extent it exceeds our $0.1 million deductible under our insurance
policy. In September 2020, we received an advance on the insurance settlement of $0.3 million and we accrued a receivable for the additional $0.7 million of
expected insurance proceeds related to our asset loss. The resulting $0.1 million net loss on involuntary conversion of assets is included in selling, general and
administrative expenses in our consolidated financial statements. The insurance proceeds receivable is included in other current assets on our consolidated
balance sheets. The final settlement with the insurer on this matter will likely differ from the total proceeds we estimated as of December 31, 2020. We accrue
estimated insurance proceeds receivable when the proceeds are estimable and probable of collection. Given the nature of recoveries of lost profits under
business interruption insurance we have not accrued insurance proceeds receivable for any potential recoveries of lost profits under our insurance policy.
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Table of Contents
RiceBran Technologies
Notes to Consolidated Financial Statements
NOTE 14. INCOME TAXES
Deferred tax asset (liability) is comprised of the following (in thousands):
Net operating loss carryforwards
Stock options and warrants
Property
Intangible assets
Capitalized expenses
Other
Operating right-of-use lease assets
Operating right-of-use lease liabilities
Net deferred tax assets
Less: Valuation allowance
Deferred tax asset (liability)
December 31
2020
2019
$
$
11,473 $
576
50
(9)
85
135
(652)
763
12,421
(12,421)
- $
7,672
420
138
66
54
210
(667)
794
8,687
(8,687)
-
We have determined it is more likely than not that our deferred tax assets will not be realized. Accordingly, we have provided a valuation allowance for deferred
tax assets.
The following table summarizes the change in the valuation allowance (in thousands):
Vaulation allowances, beginning of year
Net operating loss
Expiration of net operating losses and limitations
Adjustment to deferred taxes
Impact of state tax rate change
Other adjusments
Valuation allowance, end of year
2020
2019
$
$
8,687 $
3,039
(20)
(51)
746
20
12,421 $
5,398
3,284
(7)
29
26
(43)
8,687
As of December 31, 2020, net operating loss (NOL) carryforwards for U.S. federal tax purposes totaled $43.2 million. NOLs generated after December 31, 2017,
do not expire. Federal NOLs of $9.9 million expire at various dates from 2021 through 2037 and federal NOLs of $33.2 million do not expire. NOL carryforwards
for state tax purposes totaled $51.6 million at December 31, 2020 and expire at various dates from 2021 through 2040.
Our ability to utilize previously accumulated NOL carryforwards is subject to substantial annual limitations due to the changes in ownership provisions of the
Internal Revenue Code (IRC) of 1986, as amended, and similar state regulations. Prior to 2019, we experienced several ownership changes as defined in IRC
Section 382(g). In general, the annual limitation is equal to the value of our stock immediately before the ownership change, multiplied by the long-term tax-
exempt rate for the month in which the ownership change occurred. Any unused annual limitation may generally be carried over to later years until the NOL
carryforwards expire. Accordingly, we have reduced our NOL by $24.9 million in the table above to reflect these limitations.
We are subject to taxation in the U.S. federal jurisdiction and various state and local jurisdictions. We record liabilities for income tax contingencies based on our
best estimate of the underlying exposures. We are open for audit by the IRS for years after 2016 and, generally, by U.S. state tax jurisdictions after 2015.
45
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Table of Contents
RiceBran Technologies
Notes to Consolidated Financial Statements
Reconciliations between the amounts computed by applying the U.S. federal statutory tax rate to loss before income taxes, and income tax expense (benefit)
follows (in thousands):
Income tax benefit at federal statutory rate
Increase (decrease) resulting from:
State tax benefit, net of federal tax effect
Effect of change in state tax rate
Change in valuation allowance
Expirations of net operating losses and application of IRC 382 limitation
Adjustments to deferreds
Other
Income tax expense
$
2020
2019
$
(2,459) $
(2,928)
(623)
(746)
3,734
20
51
42
19 $
(437)
(26)
3,341
7
(29)
72
-
Based on an analysis of tax positions taken on income tax returns filed, we determined no material liabilities related to uncertain income tax positions existed as
of December 31, 2020 or 2019. Although we believe the amounts reflected in our tax returns substantially comply with applicable U.S. federal, state and local tax
regulations, the respective taxing authorities may take contrary positions based on their interpretation of the law. A tax position successfully challenged by a
taxing authority could result in an adjustment to our provision or benefit for income taxes in the period in which a final determination is made.
CARES, among other things, includes provisions relating to Payroll Protection Program (PPP) loans, refundable payroll tax credits, deferment of employer social
security payments, net operating loss carryback periods, alternative minimum tax credit refunds and modifications to the net interest deduction limitations. The
Consolidated Appropriations Act (CAA), 2021, enacted into U.S. law on December 27, 2020, provides clarity on the tax treatment of CARES PPP loans and
refundable payroll tax credits under CARES, among other things. Some of the CAA provisions are expected to be effective retroactively for years prior to 2020.
Except for the impact of the PPP loan we received under CARES, see Note 11, we do not anticipate CARES or CAA will have a material impact on our financial
position, results of operations or cash flows.
NOTE 15. INCOME (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 income 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.
Below are reconciliations of the numerators and denominators in the EPS computations.
NUMERATOR (in thousands):
Basic and diluted - loss from continuing operations
DENOMINATOR:
Weighted average number of shares of shares of common stock outstanding
Weighted average number of shares of common stock underlying vested restricted stock units
Basic EPS - weighted average number of shares outstanding
Effect of dilutive securities outstanding
Diluted EPS - weighted average number of shares outstanding
46
2020
2019
$
(11,730) $
(13,735)
41,019,802
111,980
41,131,782
-
41,131,782
32,359,316
-
32,359,316
-
32,359,316
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Table of Contents
RiceBran Technologies
Notes to Consolidated Financial Statements
No effects of potentially dilutive securities outstanding were included in the calculation of diluted EPS for 2020 and 2019, because to do so would be anti-dilutive
as a result of our loss from continuing operations. Potentially dilutive securities outstanding during 2020 and 2019 included our outstanding convertible preferred
stock, options, warrants, nonvested restricted stock units and nonvested stock. Those potentially dilutive securities, further described in Note 12, could
potentially dilute EPS in the future.
NOTE 16. FAIR VALUE MEASUREMENT
Derivative financial instruments are carried at fair value, on a recurring basis, in accumulated OCI, and fair value is based on the quoted prices of the financial
instruments (Level 1 measurements). There were no derivative financial instruments outstanding at December 31, 2020 or 2019. The fair value of cash and cash
equivalents, restricted cash, accounts and other receivables, accounts payable, commodities payable and short-term debt approximated their carrying value due
to shorter maturities. As of December 31, 2020, the fair value of our operating lease liabilities was approximately $0.2 million higher than their carrying values,
based on current market rates for similar debt and leases with similar maturities (Level 3 measurements). As of December 31, 2020, the fair values of our long-
term debt and finance lease liabilities approximated their carrying values, based on current market rates for similar debt and leases with similar maturities (Level
3 measurements).
NOTE 17. COMMITMENTS AND CONTINGENCIES
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.
Defense costs are expensed as incurred and are included in professional fees. 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 and other proceedings had or are expected to have a
material effect on our financial position or results of operations in 2020 and 2019, except for a contract dispute settled in 2020. During 2020, we recognized $0.8
million in cost of goods sold related to the resolution of that contract dispute.
NOTE 18. 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 25.4% of our outstanding common stock. We have agreed that in connection with each annual or special meeting of our
shareholders at which members of our board of directors are to be elected, or any written consent of our shareholders pursuant to which members of the board of
directors are to be elected, CGC shall have the right to designate one nominee to our board of directors. In March 2019, we issued and sold to CGC 666,667
shares of common stock at a purchase price of $3.00 per share and a prefunded warrant exercisable into 1,003,344 shares of common stock for $2.99 per share,
in a private placement. The prefunded warrant had an exercise price of $0.01 per share and was immediately exercisable; however, we had to obtain approval
from our shareholders before CGC could exercise the prefunded warrant to the extent such exercise would result in the holder owning in excess of 19.99% of
our common shares outstanding. CGC exercised the entire prefunded warrant automatically when our shareholders approved the exercise in June 2019.
NOTE 19. TRANSACTIONS WITH EMPLOYEES
During the three months ended March 31, 2019, we paid $1.4 million to entities owned by our former employee, Wayne Wilkison. As of December 31, 2020 and
2019, no amounts were owed to these entities.
NOTE 20. FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS
On July 27, 2020, 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 had to be at least $1.00 for a period of Nasdaq
discretion, of at least 10, but not to exceed 20, consecutive business days. We requested and obtained an extension of time to regain compliance with the
minimum bid price requirement which was to end July 26, 2021. Subsequently, on February 17, 2021, we received a letter from Nasdaq confirming that we had
regained compliance with this requirement.
47
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Table of Contents
PART II
(continued)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as such term is defined in Rule 13a and Rule15d-
15(e)) under the Exchange Act was performed as of December 31, 2020, under the supervision and with the participation of our current management, including
our current Executive Chairman, Chief Financial Officer, and Chief Accounting Officer. Our disclosure controls and procedures have been designed to ensure
that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified by the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Executive
Chairman and Chief Financial Officer to allow timely decisions regarding required disclosures.
Based on this evaluation, our Executive Chairman and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of
December 31, 2020.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2020, that have materially affected, or
that are reasonably likely to materially affect, our internal control over financial reporting.
Management Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934 (Exchange Act) and for the assessment of the effectiveness of internal control over financial reporting. Our internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
(i)
(ii)
(iii)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and
that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention, or timely detection, of unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Under the supervision and with the participation of current management, including our current Executive Chairman, Chief Financial Officer, and Chief Accounting
Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment,
management used the criteria set forth in the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
entitled “Internal Control - Integrated Framework (the 2013 Framework).” Based on this analysis, our management concluded that as of December 31, 2020, our
internal control over financial reporting was effective based upon the criteria set forth by the 2013 Framework.
48
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Table of Contents
ITEM 9B. OTHER INFORMATION
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The information required by Item 10 of Part III is incorporated by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end, or
will be included in an amendment to this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 of Part III is incorporated by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end, or
will be included in an amendment to this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required by Item 12 of Part III is incorporated by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end, or
will be included in an amendment to this Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 of Part III is incorporated by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end, or
will be included in an amendment to this Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 of Part III is incorporated by reference to our definitive proxy statement, to be filed within 120 days of our fiscal year end, or
will be included in an amendment to this Form 10-K.
49
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Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
See Exhibit Index attached hereto.
The Financial Statements are included under Item 8.
Exhibit
Number
Exhibit Description
Incorporated by Reference
Form File No.
Exhibit
Number
Filing/Effective
Date
Filed
Herewith
3.01.01 Restated and Amended Articles of Incorporation filed with the Secretary of State
of California on December 13, 2001
3.01.02 Certificate of Amendment of Articles of Incorporation filed with the Secretary of
State of California on August 4, 2003
3.01.03 Certificate of Amendment of Articles of Incorporation filed with the Secretary of
State of California on October 31, 2003
3.01.04 Certificate of Amendment of Articles of Incorporation filed with the Secretary of
State of California on September 29, 2005
3.01.05 Certificate of Amendment of Articles of Incorporation filed with the Secretary of
10-KSB 000-32565
333-
129839
SB-2
10-QSB 000-32565
333-
129839
SB-2
3.3
3.01.1
3.4
3.03
April 16, 2002
November 21,
2005
November 19,
2003
November 21,
2005
State of California on August 20, 2007
10-Q 000-32565
3.1
August 14, 2007
3.01.06 Certificate of Amendment of Articles of Incorporation filed with the Secretary of
State of California on June 30, 2011
8-K
000-32565
3.1
July 5, 2011
3.01.07 Certificate of Amendment of Articles of Incorporation filed with the Secretary of
State of California on July 12, 2013
3.01.08 Certificate of Amendment of Articles of Incorporation filed with the Secretary of
State of California on May 30, 2014
3.01.09 Certificate of Amendment of Articles of Incorporation filed with the Secretary of
State of California on February 15, 2017
3.01.10 Certificate of Amendment of Articles of Incorporation filed with the Secretary of
S-3
10-Q 000-32565
333-
196541
333-
217131
S-3
3.1
August 14, 2013
3.01.08
June 5, 2014
3.1.9
April 04, 2017
State of California on June 18, 2020
10-Q 001-36245
3.1
August 12, 2020
3.02 Certificate of Designation of the Rights, Preferences, and Privileges of the Series
A Preferred Stock filed with the Secretary of State of California on December 13,
2001
3.03 Certificate of Determination, Preferences and Rights of Series B Convertible
SB-2
333-89790
4.1
June 4, 2002
Preferred Stock filed with the Secretary of State of California on October 4, 2005 8-K
000-32565
3.1
October 4, 2005
3.04 Certificate of Determination, Preferences and Rights of Series C Convertible
Preferred Stock filed with the Secretary of State of California on May 10, 2006
8-K
000-32565
3.1
May 15, 2006
3.05 Certificate of Determination, Preferences and Rights of the Series D Convertible
Preferred Stock, filed with the Secretary of State of California on October 17,
2008
3.06 Certificate of Determination, Preferences and Rights of the Series E Convertible
8-K
000-32565
3.1 October 20, 2008
Preferred Stock, filed with the Secretary of State of California on May 7, 2009
8-K
000-32565
3.1
May 8, 2009
3.07 Certificate of Determination, Preferences and Rights of the Series F Convertible
Preferred Stock, filed with the Secretary of State of California on February 18,
2016
Form of Certificate of Determination of Preferences and Rights of Series G
Convertible Preferred Stock, filed with the Secretary of State of California on
February 9, 2017
Bylaws
3.08
3.09.1
3.09.2
3.09.3
Amendment of Bylaws, effective June 19, 2007
Amendment of Bylaws, effective December 4, 2009
8-K
001-36245
3.1 February 23, 2016
8-K
SB-2
8-K
001-36245
333-
134957
000-32565
3.1 February 15, 2017
3.05
3.1
June 12, 2006
June 25, 2007
December 10,
2009
8-K
000-32565
3.1
50
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Table of Contents
Exhibit
Number
Exhibit Description
Incorporated by Reference
Exhibit
Number
Filing/Effective
Date
Form File No.
Filed
Herewith
3.09.4
Amendment of Bylaws, effective as of February 13, 2017
3.1
Amendment to Bylaws, effective July 30, 2019
3.10 Certificate of Ownership dated October 3, 2012
Form of Warrant (Private Placement)
4.01
Form of Warrant (Preferred Private Placement)
4.02
Lender Warrant dated May 12, 2015
4.03
Form of Warrant (Debt Private Placement)
4.04
4.05
Form of Warrant (Amendment to Subordinated Debt)
4.06 Description of Registrant’s Securities Pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended
10.01 * Employment Agreement with Todd T. Mitchell dated May 28, 2019
10.02 * Amended and Restated 2014 Equity Incentive Plan, as amended on June 17,
10.03 *
10.04 *
10.05 *
10.06 *
10.07 *
10.08
2020
Form of Award of Deferred and Restricted Stock Units for 2014 Equity Incentive
Plan
Form of Stock Option Agreement for 2014 Equity Incentive Plan
Form of Restricted Stock Award Agreement for 2014 Equity Incentive Plan
Form of RSU Award Agreement for 2014 Equity Incentive Plan
Form of Indemnification Agreement for officers and directors
Form of Securities Purchase Agreement dated February 9, 2017 (Preferred
Private Placement)
10.09 Registration Rights Agreement dated February 13, 2017 (Preferred Private
10.10
Placement)
Form of Securities Purchase Agreement dated February 9, 2017 (Debt Private
Placement)
10.11 Registration Rights Agreement dated February 13, 2017 (Debt Private
10.12
10.13
10.14
10.15
Placement)
Form of Registration Rights Agreement dated September 13, 2017
Asset Purchase Agreement with Golden Ridge Rice Mills, LLC
Agreement for Purchase and Sale with Republic Business Credit, LLC dated
October 28, 2019
Purchase Agreement dated December 17, 2019 (Public Offering)
Form of Registration Rights Agreement dated March 7, 2019
At Market Issuance Sales Agreement with B Riley FBR, Inc
10.16
10.17
10.18 Promissory Note dated as of April 15, 2020
10.19 Mortgage Agreement and Amendment for Purchase and Sale with Republic
Business Credit, LLC
Severance Agreement with Brent R. Rystrom
10.20
10.21 Employment Agreement (Offer Letter) with Peter G. Bradley dated August 12,
2020
List of Subsidiaries
21
23.1 Consent of Independent Registered Public Accounting Firm
51
S-3
8-K
8-K
8-K
8-K
8-K
8-K
8-K
333-
217131
001-36245
000-32565
001-36245
001-36245
001-36245
001-36245
001-36245
3.9.4
April 04, 2017
3.1
August 5, 2019
3.01 October 10, 2012
4.1
October 1, 2014
4.1 February 15, 2017
May 15, 2015
10.6
4.3 February 15, 2017
4.4 February 15, 2017
10-Q 001-36245
10.2
May 5, 2020
8-K
001-36245
10.2
July 17, 2020
001-36245
8-K
001-36245
10-K
001-36245
10-K
8-K
001-36245
10-Q 000-32565
10.3
10.72
10.73
10.1
10.2
July 17, 2020
March 31, 2015
March 31, 2015
October 3, 2018
May 12, 2011
8-K
001-36245
10.1 February 15, 2017
8-K
001-36245
10.2 February 15, 2017
8-K
001-36245
10.3 February 15, 2017
8-K
001-36245
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
001-36245
001-36245
001-36245
001-36245
001-36245
001-36245
001-36245
001-36245
10.4 February 15, 2017
September 15,
2017
10.2
10.2 November 6, 2018
10.1 November 1, 2019
December 19,
1.1
2019
10.3
10.1
10.1
10.1
March 13, 2019
March 30, 2020
April 16, 2020
July 17, 2020
10-Q 001-36245
10.4 November 5, 2020
X
X
X
X
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Table of Contents
Exhibit
Number
Exhibit Description
Incorporated by Reference
Form File No.
Exhibit
Number
Filing/Effective
Date
Filed
Herewith
24.1 Power of Attorney – Power of Attorney (incorporated by reference to the
signature page of this Annual Report on Form 10-K.)
31.1 Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
101.INS @ XBRL Instance Document
101.SCH @ XBRL Taxonomy Extension Schema Document
101.CAL @ XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF @ XBRL Taxonomy Extension Definition Linkbase Document
101.LAB @ XBRL Taxonomy Extension Label Linkbase Document
101.PRE @ XBRL Taxonomy Extension Presentation Linkbase Document
X
X
X
X
X
X
X
X
X
*
@
Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates.
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.
52
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: February 25, 2021
RICEBRAN TECHNOLOGIES
By:
/s/ Peter G. Bradley
Peter G. Bradley
Director and Executive Chairman
Power of Attorney
Each person whose signature appears below constitutes and appoints Peter G. Bradley, true and lawful attorney-in-fact, with the power of substitution, for
him/her in any and all capacities, to sign amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
Signature
Title
Date
Principal Executive Officer:
/s/ Peter G. Bradley
Peter G. Bradley
Principal Financial Officer
and Principal Accounting Officer:
/s/ Todd T. Mitchell
Todd T. Mitchell
Additional Directors:
/s/ Beth Bronner
Beth Bronner
/s/ David I. Chemerow
David I. Chemerow
/s/ Ari Gendason
Ari Gendason
/s/ Brent D. Rosenthal
Brent D. Rosenthal
Director and Executive Chairman
February 25, 2021
Chief Financial Officer
February 25, 2021
Director
Director
Director
February 25, 2021
February 25, 2021
February 25, 2021
Director and Chairman
February 25, 2021
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DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
Exhibit 4.06
RiceBran Technologies (“RBT,” “we,” “our,” or “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended:
our common stock.
DESCRIPTION OF CAPITAL STOCK
The following summary of the terms of our capital stock is based upon our articles of incorporation (as amended, the “Articles of Incorporation”) and our bylaws
(as amended, the “Bylaws”). The summary is not complete, and is qualified by reference to our Articles of Incorporation and our Bylaws, which are filed as
exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. We encourage you to read our Articles of Incorporation, our Bylaws and
the applicable provisions of the California Corporations Code for additional information.
Our authorized capital stock consists of 150,000,000 shares of common stock, no par value, and 20,000,000 shares of Preferred Stock, no par value, of which
3,000,000 shares are designated Series A Preferred Stock, 25,000 shares are designated Series B Preferred Stock, 25,000 shares are designated Series C
Preferred Stock, 10,000 shares are designated Series D Preferred Stock, 2,743 shares are designated Series E Preferred Stock, 3,000 are designated as Series
F Preferred Stock and 3,000 are designated as Series G Preferred Stock. As of February 25, 2021, there were 45,238,087 shares of common stock outstanding
and 225 shares of Series G Preferred Stock outstanding. No other capital stock was outstanding as of February 25, 2021.
Common Stock
Subject to any preferential dividend rights granted to the holders of any shares of preferred stock that may be outstanding, the holders of our common stock are
entitled to receive ratably dividends when, as, and if declared by our board of directors out of funds legally available therefor. Upon our liquidation, dissolution, or
winding up, the holders of our common stock are entitled to receive ratably the net assets available after the payment of all debts and other liabilities and subject
to the prior rights of any outstanding shares of preferred stock.
The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our shareholders. Pursuant to our Bylaws,
shareholders do not have the right to vote cumulatively. Holders of our common stock have no preemptive, subscription, or redemption rights. The outstanding
shares of our common stock are fully paid and nonassessable. The rights and privileges of holders of our common stock are subject to, and may be adversely
affected by, the rights of holders of shares of preferred stock that we may designate and issue in the future.
Preferred Stock
Our board of directors is authorized to issue preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations and
restrictions thereof, including dividend rights and rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the
number of shares constituting any series or the designation of such series, without any vote or action by our shareholders. Any preferred stock to be issued
could rank prior to our common stock with respect to dividend rights and rights on liquidation. Our board of directors, without shareholder approval, may issue
preferred stock with voting and conversion rights which could adversely affect the voting power of holders of our common stock and discourage, delay or prevent
a change in control of RBT.
Series G Preferred Stock
We have authorized a total of 3,000 shares of Series G Preferred Stock, 225 of which are issued and outstanding as of February 25, 2021. The Series G
Preferred Stock is non-voting and may be converted into shares of our common stock at the holders’ election at any time, subject to certain beneficial ownership
limitations, at a ratio of 1 share of Series G Preferred Stock for 948.9915 shares of common stock. The Series G Preferred Stock is entitled to receive dividends if
we pay dividends on our common stock, in which case the holders of Series G Preferred Stock are entitled to receive the amount and form of dividends that they
would have received if they held the common stock that is issuable upon conversion of the Series G Preferred Stock. If we are liquidated or dissolved, the
holders of Series G Preferred Stock are entitled to receive, before any amounts are paid in respect of our common stock, an amount per share of Series G
Preferred Stock equal to $1,000, plus any accrued but unpaid dividends thereon.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Listing
Our common stock is listed and principally traded on The Nasdaq Stock Market LLC under the symbol “RIBT.”
Transfer Agent
American Stock Transfer & Trust Company, New York, New York, serves as transfer agent for the shares of common stock.
Certain Anti-Takeover Effects
Certain provisions of our Articles of Incorporation and Bylaws may be deemed to have an anti-takeover effect.
Advance Notice Requirements for Shareholder Proposals and Director Nominations . Our Bylaws provide advance notice procedures for shareholders seeking to
bring business before our annual meeting of shareholders or to nominate candidates for election as directors at our annual meeting of shareholders and specify
certain requirements regarding the form and content of a shareholder’s notice. These provisions might preclude our shareholders from bringing matters before
our annual meeting of shareholders or from making nominations for directors at our annual meeting of shareholders if the proper procedures are not followed.
Additional Authorized Shares of Capital Stock. The additional shares of authorized common stock and preferred stock available for issuance under our Articles of
Incorporation could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 10.21
August 12, 2020
Dear Peter:
On behalf of RiceBran Technologies, a California corporation (the “Company” or “RBT”), I am pleased to provide you with this letter agreement
(“Agreement”) memorializing the terms of your employment. On August 11, 2020 you were elected as Executive Chairman of the Board of Directors, effective
August 14, 2020; this appointment will be referenced as Executive Chairman.
1. Duties. You will manage and oversee the operations and resources of the Company, subject to the limitations imposed by the Company’s Board of
Directors (“Board”). In this capacity, you will devote your best reasonable efforts to the business and affairs of RBT including serving as Interim Principal
Executive Officer with respect to the Company’s financial statements and filings with the United States Securities and Exchange Commission. During the
Term, you will not promote, participate or engage in any activity or other business that is competitive with the Company’s business operations.
2. Term and Compensation. It is the intention of the parties that this employment is temporary and interim. The term of this Agreement (the “Term”) will
continue until either you or the Company elect to terminate this Agreement, including without limitation, if the Board determines, in its sole discretion,
that an Executive Chairman is no longer needed.
3. Compensation. As compensation for all services provided by you, you will receive the following:
(a) Salary at the rate of $15,000 per complete month (proportionally reduced for any partial month), less applicable taxes and other withholdings,
payable in accordance with the Company’s payroll practices in effect from time to time; and
(b) A quarterly stock grant pursuant to the Company’s 2014 Equity Incentive Plan (“Plan”) of Company Common Stock equal in number to (i)
$10,000 for each complete month (proportionately reduced for any partial month), divided by (ii) the volume-weighted average price for the 10
consecutive trading days immediately preceding the date of grant, and (iii) subject to the terms and conditions of the Plan; and
(c) You will participate in those benefit plans and programs that the Company makes available to its similarly situated employees from time to time,
subject to the terms and conditions of the applicable plans and programs as in effect from time to time.
Upon completion of your service as Executive Chairman or annually as of December 31, you will be eligible to receive a performance bonus for your
service. The bonus will be determined at the full discretion of the Board.
4. Nature of Employment. Your employment is not for a specific term and is terminable at-will. This means that you are not entitled to remain an employee
or officer of the Company or any of its subsidiaries for any particular period of time, and either you or the Company may terminate the employment
relationship at any time, with or without notice, and for any reason not prohibited by applicable law. Upon a termination of your employment, you will not
be eligible for any severance pay or other severance benefits, regardless of the reason for such termination of your employment. During the Term, you
will be bound by all the policies, rules, regulations plans, programs, agreements and arrangements of the Company now in force and by all other
policies, rules, regulations, plans, programs, agreements and arrangements as may be hereafter implemented and agree to faithfully observe and abide
by the same.
5. Trade Secrets. You acknowledge that the Company has gone to great time and expense to develop the “confidential information” described in the
Company’s standard form of “Proprietary Information Agreement” and agree to execute RBT's Proprietary Information Agreement contemporaneously
with the execution of this Agreement.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
6.
Indemnification Agreement. The Indemnification Agreement previously entered into by you and the Company in the form attached hereto as Exhibit A
remains in full force and effect (“Indemnification Agreement”). In addition, the Company will continue to provide director's and officer's insurance
coverage as and to the extent provided to the directors and other executive level officers of the Company.
7. Entire Agreement; Amendment . This Agreement, the Plan, the Proprietary Information Agreement and the Indemnification Agreement constitute the
entire agreement between the parties regarding the subject matter hereof. The provisions of this Agreement may be modified at any time by agreement
of the parties; provided that such modification shall be ineffective unless in writing and signed by the parties hereto.
In signing below, you expressly represent that you are under no restriction with any current or former employer or other third party, including restrictions
with respect to non-competition, non-solicitation, confidentiality, or any other restrictive covenant, that would prevent you from accepting this employment with
the Company or from performing any services on the Company’s behalf. In addition, you promise that you will not provide the Company with any confidential,
proprietary or legally protected information belonging to any current or former employer or other third party and in no circumstances will you use or disclose
such information in the course of your employment with the Company. If you have any questions about the ownership of particular documents or other
information, you should discuss such questions with your current or former employer(s) before removing or copying the documents or information.
We look forward to your contributions to the Company as Interim Principal Executive Officer and appreciate your willingness to assume this role. To
acknowledge the terms of your employment memorialized in this letter agreement, please sign below.
Sincerely,
RICEBRAN TECHNOLOGIES
By:
/s/ Brent D. Rosenthal
Brent D. Rosenthal
Chairman of the Board of Directors
ACKNOWLEDGED AND AGREED:
/s/ Peter G. Bradley
Peter G. Bradley
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
RiceBran Technologies
Subsidiaries of the Registrant
As of February 25, 2021
Exhibit 21
Those subsidiaries not listed would not, in the aggregate, constitute a “significant subsidiary” of RiceBran Technologies, as that term is defined in Rule 1-02(w) of
Regulations S-X.
Subsidiaries of the Registrant
Golden Ridge Rice Mills, Inc. (1)
MGI Grain Incorporated (1)
NutraCea, LLC (1)
RBT PRO, LLC (3)
RBT – YOUJI, LLC (4)
The RiceX Company (1)
RiceX Nutrients, Inc. (2)
_____
(1) wholly owned subsidiary of RiceBran Technologies
(2) wholly owned subsidiary of The RiceX Company
(3) 50.0 % interest
(4) 55.0 % interest
State or Other Jurisdiction of Incorporation
Delaware corporation
Delaware corporation
Delaware limited liability company
Delaware limited liability company
Delaware limited liability company
Delaware corporation
Montana corporation.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements (Nos. 333-196541, 333-196950, 333-199646, 333-212658, 333-217131, 333-
221124, 333-230963 and 333-232447) on Form S-3 and (Nos. 333-110585, 333-135814, 333-199648 and 333-221781) on Form S-8 of RiceBran Technologies
of our report dated February 25, 2021, relating to the consolidated financial statements of RiceBran Technologies, appearing in this Annual Report on Form 10-K
of RiceBran Technologies for the year ended December 31, 2020.
Exhibit 23.1
/s/RSM US LLP
Houston, Texas
February 25, 2021
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.1
I, Peter G. Bradley, Director and Executive Chairman of RiceBran Technologies, certify that:
1)
I have reviewed this annual report on Form 10-K of RiceBran Technologies, a California corporation;
CERTIFICATION
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; and
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 functions):
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 internal control over
financial reporting.
Dated: February 25, 2021
/s/ Peter G. Bradley
Name: Peter G. Bradley
Title: Director and Executive Chairman
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.2
I, Todd Mitchell, Chief Financial Officer of RiceBran Technologies, certify that:
1)
I have reviewed this annual report on Form 10-K of RiceBran Technologies, a California corporation;
CERTIFICATION
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; and
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 functions):
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 internal control over
financial reporting.
Dated: February 25, 2021
/s/ Todd T. Mitchell
Name: Todd T. Mitchell
Title: Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF
TITLE 18, UNITED STATES CODE)
Exhibit 32.1
In connection with the Annual Report of RiceBran Technologies (the Company) on Form 10-K for the year ending December 31, 2020, as filed with the
Securities and Exchange Commission on the date hereof (the Report), we, Peter G. Bradley, Executive Chairman of the Company, and Todd T. Mitchell, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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 the Company.
Dated: February 25, 2021
/s/ Peter G. Bradley
By:
Peter G. Bradley
Director and Executive Chairman
/s/ Todd T. Mitchell
By:
Todd T. Mitchell
Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.