UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT |
| For the quarterly period ended September 30, | |
| ☐ | TRANSITION REPORT |
| For the transition period from __________ to __________ |
Commission File Number 001-36245
RiceBran Technologies
(Exact Name of Registrant as Specified in its Charter)
California (State or other jurisdiction of incorporation or organization) | 87-0673375 (I.R.S. Employer Identification No.) |
25420 Kuykendahl Rd., Suite B300 Tomball, TX (Address of Principal Executive Offices) | 77375 (Zip Code) |
(281) 675-2421
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered | ||
Common Stock, no par value per share | RIBT | The NASDAQ Capital Market |
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 or a smaller reporting company, or an emerging company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule l2b-2 of the Exchange Act). Yes ☐ No ☒
As of October 25, 2021,November 3, 2022, there were 50,973,6546,242,077 shares of common stock outstanding.
RiceBran Technologies
Form 10-Q
PART I. FINANCIAL INFORMATION | Page | |
PART II. OTHER INFORMATION | ||
Item 1. | |||
Item 1A. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
Item 5. | |||
Item 6. |
Cautionary Note about Forward-Looking Statements
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.concerning our operations, economic performance and financial condition. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, liquidity or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services, products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. The forward-looking statements contained herein reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Actual results may differ materially from those projected in such forward-looking statements due to a number of factors, risks and uncertainties, including the factors that may affect future results set forth in this CurrentQuarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2020. We2021. Forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to update any forward lookingforward-looking statements as a result of developments occurring after the date of this quarterly report.
Unless the context requires otherwise, references to “we,” “us,” “our” and “the Company” refer to RiceBran Technologies and its consolidated subsidiaries.
PART I. FINANCIAL INFORMATION
Condensed Consolidated Statements of Operations
(Unaudited) (in thousands, except share and per share amounts)
Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Revenues | $ | 6,909 | $ | 5,160 | �� | $ | 23,088 | $ | 19,393 | $ | 10,252 | $ | 6,909 | $ | 31,001 | $ | 23,088 | |||||||||||||||
Cost of goods sold | 7,185 | 5,955 | 22,539 | 21,817 | 10,949 | 7,185 | 31,673 | 22,539 | ||||||||||||||||||||||||
Gross profit (loss) | (276 | ) | (795 | ) | 549 | (2,424 | ) | (697 | ) | (276 | ) | (672 | ) | 549 | ||||||||||||||||||
Selling, general and administrative expenses | 1,802 | 1,777 | 5,476 | 6,634 | 1,765 | 1,802 | 5,165 | 5,476 | ||||||||||||||||||||||||
Loss (gain) on disposition and involuntary conversion of property and equipment | (1 | ) | 98 | 5 | 406 | |||||||||||||||||||||||||||
Loss (gain) on involuntary conversion of property and equipment | - | (1 | ) | (147 | ) | 5 | ||||||||||||||||||||||||||
Operating loss | (2,077 | ) | (2,670 | ) | (4,932 | ) | (9,464 | ) | (2,462 | ) | (2,077 | ) | (5,690 | ) | (4,932 | ) | ||||||||||||||||
Interest income | 0 | 0 | 1 | 19 | 7 | - | 9 | 1 | ||||||||||||||||||||||||
Interest expense | (121 | ) | (70 | ) | (353 | ) | (195 | ) | (152 | ) | (121 | ) | (396 | ) | (353 | ) | ||||||||||||||||
Change in fair value of derivative warrant liability | 612 | - | 24 | - | ||||||||||||||||||||||||||||
Gain on extinguishment of PPP loan | 0 | 0 | 1,792 | 0 | - | - | - | 1,792 | ||||||||||||||||||||||||
Other expense | (18 | ) | (26 | ) | (55 | ) | (113 | ) | (39 | ) | (18 | ) | (111 | ) | (55 | ) | ||||||||||||||||
Other income | 3 | 0 | 3 | 5 | - | 3 | 5 | 3 | ||||||||||||||||||||||||
Loss before income taxes | (2,213 | ) | (2,766 | ) | (3,544 | ) | (9,748 | ) | (2,034 | ) | (2,213 | ) | (6,159 | ) | (3,544 | ) | ||||||||||||||||
Income tax expense | 0 | (8 | ) | (1 | ) | (8 | ) | (8 | ) | - | (20 | ) | (1 | ) | ||||||||||||||||||
Net loss | $ | (2,213 | ) | $ | (2,774 | ) | $ | (3,545 | ) | $ | (9,756 | ) | $ | (2,042 | ) | $ | (2,213 | ) | $ | (6,179 | ) | $ | (3,545 | ) | ||||||||
Loss per common share: | ||||||||||||||||||||||||||||||||
Basic | $ | (0.05 | ) | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.24 | ) | $ | (0.38 | ) | $ | (0.47 | ) | $ | (1.17 | ) | $ | (0.77 | ) | ||||||||
Diluted | $ | (0.05 | ) | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.24 | ) | $ | (0.38 | ) | $ | (0.47 | ) | $ | (1.17 | ) | $ | (0.77 | ) | ||||||||
Weighted average number of shares outstanding: | ||||||||||||||||||||||||||||||||
Basic | 47,456,842 | 40,824,281 | 46,318,804 | 40,279,866 | 5,332,308 | 4,745,684 | 5,290,780 | 4,631,880 | ||||||||||||||||||||||||
Diluted | 47,456,842 | 40,824,281 | 46,318,804 | 40,279,866 | 5,332,308 | 4,745,684 | 5,290,780 | 4,631,880 | ||||||||||||||||||||||||
See Notes to Unaudited Condensed Consolidated Financial StatementsStatement
Condensed Consolidated Statements of Comprehensive LossBalance Sheets
(Unaudited) (in thousands)thousands, except share amounts)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Net loss | $ | (2,213 | ) | $ | (2,774 | ) | $ | (3,545 | ) | $ | (9,756 | ) | ||||
Derivative financial instruments designated as cash flow hedges: | ||||||||||||||||
Gains (losses) arising during the period | 0 | 43 | 0 | (57 | ) | |||||||||||
Reclassification of losses realized to cost of goods sold | 0 | 5 | 0 | 57 | ||||||||||||
Net other comprehensive income | 0 | 48 | 0 | 0 | ||||||||||||
Comprehensive loss | $ | (2,213 | ) | $ | (2,726 | ) | $ | (3,545 | ) | $ | (9,756 | ) | ||||
September 30, | December 31, | |||||||
2022 | 2021 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 4,374 | $ | 5,825 | ||||
Accounts receivable, net of allowance for doubtful accounts of $123 and $18 | 4,995 | 4,136 | ||||||
Inventories | 2,687 | 2,444 | ||||||
Other current assets | 1,148 | 810 | ||||||
Total current assets | 13,204 | 13,215 | ||||||
Property and equipment, net | 14,629 | 15,444 | ||||||
Operating lease right-of-use assets | 1,868 | 2,127 | ||||||
Intangible assets | 411 | 527 | ||||||
Total assets | $ | 30,112 | $ | 31,313 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,450 | $ | 826 | ||||
Commodities payable | 1,960 | 1,702 | ||||||
Accrued salary, wages and benefits | 908 | 787 | ||||||
Accrued expenses | 941 | 683 | ||||||
Operating lease liabilities, current portion | 417 | 382 | ||||||
Due under bank line of credit | 1,846 | - | ||||||
Due under factoring agreement, including the Over-advance | 4,926 | 3,379 | ||||||
Due under insurance premium finance agreements | 429 | 128 | ||||||
Finance lease liabilities, current portion | 130 | 86 | ||||||
Long-term debt, current portion | 1,333 | 1,183 | ||||||
Total current liabilities | 14,340 | 9,156 | ||||||
Operating lease liabilities, less current portion | 1,613 | 1,948 | ||||||
Finance lease liabilities, less current portion | 357 | 100 | ||||||
Long-term debt, less current portion | 365 | 1,356 | ||||||
Derivative warrant liability | 234 | 258 | ||||||
Total liabilities | 16,909 | 12,818 | ||||||
Commitments and contingencies | ||||||||
Shareholders' equity: | ||||||||
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, stated value $150, 150 shares, issued and outstanding | 75 | 75 | ||||||
Common stock, no par value, 15,000,000 shares authorized, 5,242,077 shares and 5,158,967 shares, issued and outstanding | 327,166 | 326,279 | ||||||
Accumulated deficit | (314,038 | ) | (307,859 | ) | ||||
Total shareholders' equity | 13,203 | 18,495 | ||||||
Total liabilities and shareholders' equity | $ | 30,112 | $ | 31,313 | ||||
See Notes to Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited) (in thousands, except share amounts)
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
| ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 6,188 | $ | 5,263 | ||||
Accounts receivable, net of allowance for doubtful accounts of $22 and $9 | 2,825 | 2,819 | ||||||
Inventories | 2,173 | 1,878 | ||||||
Other current assets | 1,175 | 1,380 | ||||||
Total current assets | 12,361 | 11,340 | ||||||
Property and equipment, net | 15,680 | 16,367 | ||||||
Operating lease right-of-use assets | 2,210 | 2,452 | ||||||
Goodwill | 3,915 | 3,915 | ||||||
Intangible assets | 573 | 722 | ||||||
Total assets | $ | 34,739 | $ | 34,796 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 911 | $ | 955 | ||||
Commodities payable | 1,444 | 825 | ||||||
Accrued salary, wages and benefits | 989 | 601 | ||||||
Accrued expenses | 636 | 536 | ||||||
Operating lease liabilities, current portion | 372 | 344 | ||||||
Due under insurance premium finance agreements | 411 | 126 | ||||||
Due under factoring agreement | 2,018 | 1,785 | ||||||
Finance lease liabilities, current portion | 86 | 82 | ||||||
Long-term debt, current portion | 1,436 | 572 | ||||||
Total current liabilities | 8,303 | 5,826 | ||||||
Operating lease liabilities, less current portion | 2,030 | 2,330 | ||||||
Finance lease liabilities, less current portion | 101 | 113 | ||||||
Long-term debt, less current portion | 47 | 3,107 | ||||||
| Warrant liability | 647 | 0 | ||||||
Total liabilities | 11,128 | 11,376 | ||||||
Commitments and contingencies | ||||||||
Shareholders' equity: | ||||||||
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, stated value $150, 150 shares and 225 shares, issued and outstanding | 75 | 112 | ||||||
Common stock, no par value, 150,000,000 shares authorized, 50,166,156 shares and 45,238,087 shares, issued and outstanding | 325,991 | 322,218 | ||||||
Accumulated deficit | (302,455 | ) | (298,910 | ) | ||||
Total shareholders' equity | 23,611 | 23,420 | ||||||
Total liabilities and shareholders' equity | $ | 34,739 | $ | 34,796 | ||||
See Notes to Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Cash Flows
(Unaudited) (in thousands)
Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
Cash flow from operating activities: | ||||||||||||||||
Net loss | $ | (3,545 | ) | $ | (9,756 | ) | $ | (6,179 | ) | $ | (3,545 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||||||||||
Depreciation | 1,821 | 1,804 | 1,575 | 1,821 | ||||||||||||
Amortization | 150 | 173 | 116 | 150 | ||||||||||||
Stock and share-based compensation | 840 | 817 | 887 | 840 | ||||||||||||
Loss on diposition and involuntary conversion of property and equipment | 5 | 406 | ||||||||||||||
Change in fair value derivative warrant liability | (24 | ) | - | |||||||||||||
Loss (gain) on involuntary conversion of property and equipment | (147 | ) | 5 | |||||||||||||
Gain on extinguishment of PPP loan | (1,792 | ) | 0 | - | (1,792 | ) | ||||||||||
Provision for bad debts | 105 | 13 | ||||||||||||||
Other | 67 | (18 | ) | 1 | 54 | |||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Accounts receivable | (18 | ) | 1,360 | (964 | ) | (18 | ) | |||||||||
Inventories | (295 | ) | (767 | ) | (243 | ) | (295 | ) | ||||||||
Accounts payable and accrued expenses | 594 | (651 | ) | 1,094 | 594 | |||||||||||
Commodities payable | 619 | (275 | ) | 258 | 619 | |||||||||||
Other | (431 | ) | (321 | ) | (338 | ) | (431 | ) | ||||||||
Net cash used in operating activities | (1,985 | ) | (7,228 | ) | (3,859 | ) | (1,985 | ) | ||||||||
Cash flows from investing activities: | ||||||||||||||||
Purchases of property and equipment | (1,187 | ) | (1,060 | ) | (411 | ) | (1,187 | ) | ||||||||
Proceeds from insurance on involuntary conversion | 638 | 250 | 109 | 638 | ||||||||||||
Proceeds from sale of property | 0 | 15 | ||||||||||||||
Net cash used in investing activities | (549 | ) | (795 | ) | (302 | ) | (549 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||||||
Advances on factoring agreement | 22,135 | 20,584 | ||||||||||||||
Advances on factoring agreement, including the Over-advance | 28,964 | 22,135 | ||||||||||||||
Payments on factoring agreement | (21,970 | ) | (20,663 | ) | (27,417 | ) | (21,970 | ) | ||||||||
Advances on bank line of credit | 2,725 | - | ||||||||||||||
Payments on bank line of credit | (900 | ) | - | |||||||||||||
Advances on insurance premium finance agreements | 962 | 802 | 928 | 962 | ||||||||||||
Payments on insurance premium finance agreements | (677 | ) | (591 | ) | (627 | ) | (677 | ) | ||||||||
Advances on long-term debt and finance lease liabilities | 0 | 2,792 | ||||||||||||||
Payments on long-term debt and finance lease liabilities | (534 | ) | (124 | ) | (963 | ) | (534 | ) | ||||||||
Proceeds from issuances of common stock and warrants, net of costs | 3,372 | 657 | - | 3,372 | ||||||||||||
Proceeds from common stock warrant exercises | 171 | 12 | - | 171 | ||||||||||||
Net cash provided by financing activities | 3,459 | 3,469 | 2,710 | 3,459 | ||||||||||||
Net change in cash and cash equivalents | $ | 925 | $ | (4,554 | ) | $ | (1,451 | ) | $ | 925 | ||||||
Cash and cash equivalents, beginning of period | 5,263 | 8,444 | $ | 5,825 | $ | 5,263 | ||||||||||
Cash and cash equivalents, end of period | 6,188 | 3,890 | 4,374 | 6,188 | ||||||||||||
Net change in cash and cash equivalents | $ | 925 | $ | (4,554 | ) | $ | (1,451 | ) | $ | 925 | ||||||
Supplemental disclosures: | ||||||||||||||||
Cash paid for interest | $ | 267 | $ | 126 | $ | 354 | $ | 267 | ||||||||
Cash paid for income taxes | $ | 15 | $ | 7 | $ | 19 | $ | 15 | ||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
Notes to Unaudited Condensed Consolidated Financial Statements
In the opinion of management, the accompanying unaudited condensed consolidated financial statements (interim financial statements) of RiceBran Technologies and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP")(GAAP) and the rules and regulations of the Securities and Exchange Commission (the "SEC")SEC) for reporting on Form 10-Q; therefore, they do not include all of the information and notes required by GAAP for complete financial statements. The interim financial statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented of a normal and recurring nature necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented.
These interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2020,2021, which included all disclosures required by generally accepted accounting principles.
The results reported in these interim financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared based on the realization of assets and the satisfaction of liabilities in the normal course of business.
In August 2022, our board of directors approved a 1 for 10 reverse split of our common stock. Our common stock began trading on a post-split basis on August 26, 2022. All share and per share information has been retrospectively adjusted for all prior periods presented giving retroactive effect to the reverse stock split. Such adjustments include calculations of our weighted average number of shares outstanding and loss per share, as well as disclosures regarding our share-based compensation and warrants.
Certain reclassifications have been made to amounts reported for the prior periods to achieve consistent presentation with the current period. Such reclassifications had no impact on previously reported net loss or shareholders’ equity.
NOTE 2. BUSINESS
We are a specialty ingredient company focused on the development, production, and marketing of products derived from traditional and ancient small grains. We create and produce products utilizing proprietary processes to deliver improved nutrition, ease of use, and extended shelf-life, while addressing consumer demand for all natural, non-GMO and organic products. We believe our products arecan become valuable alternatives to traditional food ingredients.
Notably, we apply our proprietary technologies to convert raw rice bran into stabilized rice bran ("SRB")(SRB), and high value-added derivative products including: RiBalance, a rice bran nutritional package derived from SRB; RiSolubles, a nutritious, carbohydrate and lipid rich fraction of RiBalance; RiFiber, a fiber rich insoluble derivative of RiBalance and ProRyza, a rice bran protein-based product; as well asand a variety of other valuable derivatives extracted from these core products.
In granular form, SRB is an ingredienta food additive used in products for human and animal consumption. We believe SRB has certain qualities that make it more attractive than ingredientsadditives based on the by-products of other agricultural commodities, includingsuch 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 4four locations: 2two facilities located within supplier-owned rice mills in Arbuckle and West Sacramento, California; 1one 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(Golden Ridge) 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 (MGI) mills a variety of traditional, and ancient, small grains. Given the integrated nature of these facilities, we have 1one reporting unit and 1one operating segment, specialty ingredients.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recent accounting standards not yet adopted
The following discusses the accounting standard(s) not yet adopted that will, or are expected to, result in a significant change in practice and/or have a significant financial impact on our financial position, results of operations or cash flows.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
In June 2016, the Financial Accounting Standards Board ("FASB")(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 we must be adoptedadopt the guidance on a modified retrospective approach through cumulative-effect adjustment to retained earnings as of January 1, 2023. Based on the nature of our current receivables and our credit loss history, we do not expect the adoption of the guidance to have a significant impact on our results of operations, financial position, or cash flows.
Recently adopted accounting standards
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). Among other things, the new guidance eliminates some of the conditions that must be met for equity classification of freestanding warrants under ASC 815-40-25. We adopted ASU 2020-06 effective January 1, 2021, using the modified retrospective method. Adoption of the standard had no impact on our results of operations, financial position, or cash flows.
NOTE 4. CASH AND CASH EQUIVALENTS
As of September 30, 2021,2022, we have $4.5$2.7 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 5. ACCOUNTS RECEIVABLE AND REVENUES
Amounts billed and due from our customers are classified as accounts receivablesreceivable 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. AmountsWe classify 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 aresheets. We typically appliedapply customer prepayments to an invoice within 30 days of the prepayment. Revenues in the three and nine months ended September 30, 2022 and 2021, include $0.1 million, or less, in unearned revenue as of the 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.
Customer | ||||||||||||||||||||
A | B | C | D | E | ||||||||||||||||
% of revenues, three months ended September 30, 2021 | 21 | % | 9 | % | 7 | % | 5 | % | 2 | % | ||||||||||
% of revenues, three months ended September 30, 2020 | 0 | % | 0 | % | 6 | % | 12 | % | 4 | % | ||||||||||
% of revenues, nine months ended September 30, 2021 | 10 | % | 11 | % | 11 | % | 5 | % | 2 | % | ||||||||||
% of revenues, nine months ended September 30, 2020 | 1 | % | 3 | % | 11 | % | 10 | % | 3 | % | ||||||||||
% of accounts receivable, as of September 30, 2021 | 15 | % | 4 | % | 9 | % | 8 | % | 6 | % | ||||||||||
% of accounts receivable, as of December 31, 2020 | 10 | % | 7 | % | 1 | % | 17 | % | 10 | % | ||||||||||
Customer | ||||||||||||||||
A | B | C | D | |||||||||||||
% of revenues, three months ended September 30, 2022 | 15 | % | 5 | % | 11 | % | - | % | ||||||||
% of revenues, three months ended September 30, 2021 | 21 | % | 7 | % | - | % | 9 | % | ||||||||
% of revenues, nine months ended September 30, 2022 | 13 | % | 8 | % | 5 | % | 2 | % | ||||||||
% of revenues, nine months ended September 30, 2021 | 10 | % | 11 | % | 1 | % | 11 | % | ||||||||
% of accounts receivable, as of September 30, 2022 | 13 | % | 7 | % | 17 | % | - | % | ||||||||
% of accounts receivable, as of December 31, 2021 | 15 | % | 8 | % | - | % | 9 | % | ||||||||
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents revenues by geographic area shipped to (in thousands).
Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
United States | $ | 6,450 | $ | 4,714 | $ | 21,867 | $ | 18,214 | $ | 9,876 | $ | 6,450 | $ | 30,034 | $ | 21,867 | ||||||||||||||||
Other countries | 459 | 446 | 1,221 | 1,179 | 376 | 459 | 967 | 1,221 | ||||||||||||||||||||||||
Revenues | $ | 6,909 | $ | 5,160 | $ | 23,088 | $ | 19,393 | $ | 10,252 | $ | 6,909 | $ | 31,001 | $ | 23,088 | ||||||||||||||||
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 6. INVENTORIES
The following table details the components of inventories (in thousands).
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Finished goods | $ | 1,461 | $ | 1,512 | ||||
Raw materials | 558 | 236 | ||||||
Packaging | 154 | 130 | ||||||
Inventories | $ | 2,173 | $ | 1,878 | ||||
NOTE 7. PROPERTY AND EQUIPMENT
The following table details the components of property and equipment (amounts in thousands).
September 30, | December 31 | September 30, | December 31 | ||||||||||||||||||||||
2021 | 2020 | Estimated Useful Lives | 2022 | 2021 | Estimated Useful Lives | ||||||||||||||||||||
Land | $ | 730 | $ | 730 | $ | 730 | $ | 730 | |||||||||||||||||
Furniture and fixtures | 276 | 276 | 5 | - | 10 years | 259 | 265 | 5 | - | 10 years | |||||||||||||||
Plant | 10,044 | 9,377 | 20 | - | 40 years, or life of lease | 10,094 | 10,457 | 20 | - | 40 years, or life of lease | |||||||||||||||
Computer and software | 1,095 | 1,060 | 3 | - | 5 years | 450 | 452 | 3 | - | 5 years | |||||||||||||||
Leasehold improvements | 1,880 | 1,880 | 4 | - | 15 years, or life of lease | 1,838 | 1,828 | 4 | - | 15 years, or life of lease | |||||||||||||||
Machinery and equipment | 16,811 | 16,402 | 5 | - | 15 years | 15,598 | 15,115 | 5 | - | 15 years | |||||||||||||||
Property and equipment, cost | 30,836 | 29,725 | 28,969 | 28,847 | |||||||||||||||||||||
Less accumulated depreciation | 15,156 | 13,358 | 14,340 | 13,403 | |||||||||||||||||||||
Property and equipment, net | $ | 15,680 | $ | 16,367 | $ | 14,629 | $ | 15,444 | |||||||||||||||||
Amounts payable for property and equipment included in accounts payable oftotaled $0.1 million at September 30, 2021,2022, and $0.3$0.2 million at December 31, 2020.2021. Assets which had not yet been placed in service, included in property and equipment, totaled $0.8$1.1 million at September 30, 2021,2022, and $0.6$0.9 million at December 31, 2020.2021.
Involuntary Conversion
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 to our Lake Charles, Louisiana property. Operations at this facility have been shut down since September 2020, while this facility is being repaired. We currently 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 was included in selling, general and administrative expenses in our consolidated financial statements in the third quarter of 2020. During the three and nine months ended September 30, 2021, we received $0.4 million and $0.6 million of proceeds from the insurer. The insurance proceeds receivable included in other current assets on our consolidated balance sheet was $0.1 million at September 30, 2021, and $0.7 million as of December 31, 2020. The final settlement with the insurer on this matter will likely differ from the total proceeds we have estimated as of September 30, 2021. 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.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 8.7. LEASES
The components of lease expense and cash flows from leases (amounts in(in thousands) follow.
Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended Setepmber 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Finance lease cost: | ||||||||||||||||||||||||||||||||
Amortization of right-of use assets, included in cost of goods sold | $ | 24 | $ | 20 | $ | 67 | $ | 41 | $ | 20 | $ | 24 | $ | 59 | $ | 67 | ||||||||||||||||
Interest on lease liabilities | 2 | 4 | 8 | 8 | 6 | 2 | 11 | 8 | ||||||||||||||||||||||||
Operating lease cost, included in selling, general and administrative expenses: | ||||||||||||||||||||||||||||||||
Fixed leases cost | 129 | 131 | 387 | 261 | 129 | 129 | 387 | 387 | ||||||||||||||||||||||||
Variable lease cost | 37 | 33 | 112 | 48 | 39 | 37 | 125 | 112 | ||||||||||||||||||||||||
Short-term lease cost | 21 | 0 | 60 | 3 | 41 | 21 | 62 | 60 | ||||||||||||||||||||||||
Total lease cost | $ | 213 | $ | 188 | $ | 634 | $ | 361 | $ | 235 | $ | 213 | $ | 644 | $ | 634 | ||||||||||||||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||||||||||||||
Operating cash flows from finance leases | $ | 2 | $ | 4 | $ | 8 | $ | 8 | $ | 6 | $ | 2 | $ | 11 | $ | 8 | ||||||||||||||||
Operating cash flows from operating leases | $ | 129 | $ | 131 | $ | 387 | $ | 261 | $ | 129 | $ | 129 | $ | 387 | $ | 387 | ||||||||||||||||
Financing cash flows from finance leases | $ | 23 | $ | 20 | $ | 73 | $ | 46 | $ | 22 | $ | 23 | $ | 68 | $ | 73 | ||||||||||||||||
As of September 30, 2021,2022, variable lease payments do not depend on a rate or index. As of September 30, 2022, and December 31, 2021, property and equipment, net, includes $0.6 million and $0.2 million of finance lease right-of-use-assets, with an original cost of $0.9 million as of September 30, 2022, and $0.5 million. million as of December 31, 2021. During the 2021,three months and nine months ended September 30, 2022, we financed the purchase of $0.1 million and $0.3 million of property and equipment in noncash finance lease transactions. During the three months and nine months ended September 30, 2021, we financed the purchase of less than $0.1 million of property and equipment in noncash finance lease transactions.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
As of September 30, 2021,2022, 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 leaseslease liabilities as of September 30, 2021,2022, follows.
Operating Leases | Finance Leases | Operating Leases | Finance Leases | |||||||||||||||||||
Remaining leases terms (in years) | 2.1 | - | 11.4 | 0.2 | - | 4.9 | 1.0 | - | 10.4 | 0.4 | - | 5.0 | ||||||||||
Weighted average remaining lease terms (in years) | 6.4 | 2.4 | 5.7 | 3.0 | ||||||||||||||||||
Discount rates | 6.3% | - | 9.0 | % | 2.8% | - | 7.3 | % | 6.3% | - | 9.0% | 2.8% | - | 10.4% | ||||||||
Weighted average discount rate | 7.7 | % | 5.1 | % | 7.8% | 8.1% | ||||||||||||||||
Maturities of lease liabilities as of September 30, 2021,2022, follows (in thousands).
Operating | Finance | |||||||
Leases | Leases | |||||||
2021 (three months ended December 31, 2021) | $ | 119 | $ | 26 | ||||
2022 | 548 | 88 | ||||||
2023 | 528 | 57 | ||||||
2024 | 429 | 18 | ||||||
2025 | 439 | 4 | ||||||
Thereafter | 1,028 | 2 | ||||||
Total lease payments | 3,091 | 195 | ||||||
Amounts representing interest | (689 | ) | (8 | ) | ||||
Present value of lease obligations | $ | 2,402 | $ | 187 | ||||
Operating | Finance | |||||||
Leases | Leases | |||||||
2022 (three months ended December 31, 2022) | $ | 122 | $ | 52 | ||||
2023 | 528 | 158 | ||||||
2024 | 429 | 117 | ||||||
2025 | 440 | 102 | ||||||
2026 | 450 | 100 | ||||||
Thereafter | 578 | 60 | ||||||
Total lease payments | 2,547 | 589 | ||||||
Amounts representing interest | (517 | ) | (102 | ) | ||||
Present value of lease obligations | $ | 2,030 | $ | 487 | ||||
NOTE 9.8. DEBT
We finance certain amounts owed for annual insurance premiums under financing agreements. As of September 30, 2021,2022, amounts due under insurance premium financing agreements are due in monthly installments of principal and interest through February 2022,March 2023, at an average interest raterates of 3.7%3.5% to 3.9% per year.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
In October 2019, we entered intoWe borrow under a factoring agreement with a lender (the Lender), which provides for a $7.0 million credit facility with a lender.facility. We may only borrow to the extent we have qualifying accounts receivable as defined in the agreement. The facility hashad an initial two-year term and automatically renews for successive annual periods unlessuntil delivery of a proper termination notice is given. notice. The facility term has automatically extended to October 2023. We paid a $0.2 million facility fee upon inception of the agreement which is amortizingamortized to interest expense on a straight-line basis over the two years. years ending in October 2021. 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 lenderLender has a security interest in our personal property assets. In October 2021, the initial two-year term expired. As no written notice of cancellation was submitted by the Company, the term was automatically extended for a successive period of one year.
Due under factoring agreement consistsThe Lender advanced us $0.9 million effective September 30, 2022 (the Over-advance), pending restructuring of our mortgage promissory note with the Lender. The Over-advance accrues interest at an annual rate which is the greater of 7.0% above the Lender's prime rate and 10.3% (13.3% at September 30, 2022). The Over-advance is due the earlier of the following (in thousands).completion of the restructuring of the mortgage promissory note or December 29, 2022.
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Borrowings outstanding | $ | 2,026 | $ | 1,860 | ||||
Debt issuance costs, net | (8 | ) | (75 | ) | ||||
Due under factoring agreement | $ | 2,018 | $ | 1,785 | ||||
Additional information related to our factoring obligation (exclusive of the Over-advance) follows.
Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Average borrowings outstanding (in thousands) | $ | 1,522 | $ | 1,670 | $ | 1,324 | $ | 1,900 | $ | 3,150 | $ | 1,522 | $ | 3,036 | $ | 1,324 | ||||||||||||||||
Amortization of debt issuance costs (in thousands) | $ | 23 | $ | 23 | $ | 68 | $ | 68 | $ | - | $ | 23 | $ | - | $ | 68 | ||||||||||||||||
Interest paid, as a percentage of average outstanding borrowings | 1.6 | % | 2.0 | % | 1.4 | % | 5.0 | % | ||||||||||||||||||||||||
Fees paid, as a percentage of average outstanding borrowings | 2.0 | % | 1.4 | % | 5.0 | % | 6.0 | % | 1.6 | % | 1.6 | % | 1.2 | % | 5.0 | % | ||||||||||||||||
Interest paid, as a percentage of average outstanding borrowings | 1.6 | % | 1.5 | % | 5.0 | % | 5.0 | % | ||||||||||||||||||||||||
Long-term debt consists of the following (in thousands).
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Mortgage promissory note - Dated September 2020. Interest accrues at an annual rate which is the greater of 11.0% above the lender's prime rate and 14.3%. Payable in monthly installments through June 2022. Net of $20 and $26 debt issuance costs at September 30, 2021 and December 31, 2020. | $ | 1,404 | $ | 1,817 | ||||
Payroll Protection Program note - Dated April 2020. Interest accrued at an annual rate of 1.0%. Forgiven in January 2021. | 0 | 1,792 | ||||||
Equipment notes - Initially recorded in November 2018, in an acquisition, at the present value of future payments using a discount rate of 4.8% per year. Payable in monthly installments through expiry dates ranging from May 2022 to August 2022. | 15 | 37 | ||||||
Equipment note - Dated December 2019. Due in monthly installments through December 2024. Interest accrues at the effective discount rate of 9.3% per year. | 28 | 33 | ||||||
Equipment note - Dated May 2021. Original principal $46. Due in monthly installments through June 2025. Interest accrues at the effective discount rate of 3.6% per year. | 36 | 0 | ||||||
Total long term debt, net | $ | 1,483 | $ | 3,679 | ||||
In April 2020, we received $1.8 million on a Small Business Administration ("SBA") Payroll Protection Program ("PPP") loan as provided for in the Coronavirus Aid, Relief and Economic Security Act, 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 maintaining workforce levels. As of December 31 2020, payments on the PPP loan were deferred under the terms of the program. Interest accrued at an annual rate of 1.0%. The loan proceeds were used for maintaining workforce levels and the entire loan and related accrued interest was forgiven, in its entirety in January 2021. As discussed further in Note 14, our compliance with the loan program is subject to potential audit by the SBA.
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 incurred 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 located in Wynne, Arkansas. As of September 30, 2021,2022, we had $1.8 million outstanding under a line of credit with a bank. The borrowing is secured by our cash on deposit with the note borebank and bears interest at an annual rateprime (6.3% at September 30, 2022). There are no stipulated repayment terms for the line as long as we maintain sufficient cash collateral. Our borrowings under the line of 14.3%.credit averaged $1.5 million in the three months ended September 30, 2022, and $0.5 million for the nine months ended September 30, 2022.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
Future principal maturities of long-term debt outstanding as of September 30, 2021, follow (in thousands).
2021 (three months ended December 31, 2021) | $ | 155 | ||
2022 | 1,306 | |||
2023 | 18 | |||
2024 | 19 | |||
2025 | 5 | |||
Principal maturities | 1,503 | |||
Debt issuance costs | (20 | ) | ||
Total long term debt, net | $ | 1,483 |
NOTE 10. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS
A summary of equity activity follows (in thousands, except share amounts).
Shares |
| |||||||||||||||||||||||
Preferred | Preferred | Common | Accumulated | |||||||||||||||||||||
Series G | Common | Stock | Stock | Deficit | Equity | |||||||||||||||||||
Balance, December 31, 2020 | 225 | 45,238,087 | $ | 112 | $ | 322,218 | $ | (298,910 | ) | $ | 23,420 | |||||||||||||
Common stock awards under equity incentive plans | 0 | 29,943 | 0 | 250 | 0 | 250 | ||||||||||||||||||
Common stock issued to vendor | 0 | 6,000 | 0 | 3 | 0 | 3 | ||||||||||||||||||
Other | - | - | 0 | (3 | ) | 0 | (3 | ) | ||||||||||||||||
Net income | - | - | 0 | 0 | 591 | 591 | ||||||||||||||||||
Balance, March 31, 2021 | 225 | 45,274,030 | 112 | 322,468 | (298,319 | ) | 24,261 | |||||||||||||||||
Common stock awards under equity incentive plans | 0 | 29,643 | 0 | 290 | 0 | 290 | ||||||||||||||||||
Common stock issued to vendor | 0 | 6,000 | 0 | 5 | 0 | 5 | ||||||||||||||||||
Exercise of common stock warrant | 0 | 177,936 | 0 | 171 | 0 | 171 | ||||||||||||||||||
Other | - | - | 0 | 3 | 0 | 3 | ||||||||||||||||||
Net loss | - | - | 0 | 0 | (1,923 | ) | (1,923 | ) | ||||||||||||||||
Balance, June 30, 2021 | 225 | 45,487,609 | 112 | 322,937 | (300,242 | ) | 22,807 | |||||||||||||||||
Common stock awards under equity incentive plans | 0 | 38,978 | 0 | 287 | 0 | 287 | ||||||||||||||||||
Common stock issued to vendor | 0 | 6,000 | 0 | 5 | 0 | 5 | ||||||||||||||||||
Sale of common stock and common stock warrants, net of costs | 0 | 3,062,395 | 0 | 2,725 | 0 | 2,725 | ||||||||||||||||||
Exercise of common stock warrant | 0 | 1,500,000 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Conversion of preferred stock into common stock | (75 | ) | 71,174 | (37 | ) | 37 | 0 | 0 | ||||||||||||||||
Net loss | - | - | 0 | 0 | (2,213 | ) | (2,213 | ) | ||||||||||||||||
Balance, September 30, 2021 | 150 | 50,166,156 | $ | 75 | $ | 325,991 | $ | (302,455 | ) | $ | 23,611 | |||||||||||||
Shares | Other | |||||||||||||||||||||||||||
Preferred | Preferred | Common | Accumulated | Comprehensive | ||||||||||||||||||||||||
Series G | Common | Stock | Stock | Deficit | Loss | Equity | ||||||||||||||||||||||
Balance, December 31, 2019 | 225 | 40,074,483 | $ | 112 | $ | 318,811 | $ | (287,180 | ) | $ | 0 | $ | 31,743 | |||||||||||||||
Common stock awards under equity incentive plans | 0 | 17,534 | 0 | 312 | 0 | 0 | 312 | |||||||||||||||||||||
Net loss | - | - | 0 | 0 | (3,033 | ) | 0 | (3,033 | ) | |||||||||||||||||||
Balance, March 31, 2020 | 225 | 40,092,017 | 112 | 319,123 | (290,213 | ) | 0 | 29,022 | ||||||||||||||||||||
Common stock awards under equity incentive plans | 0 | 16,500 | 0 | 316 | 0 | 0 | 316 | |||||||||||||||||||||
Common stock issued to vendors | 0 | 31,304 | 0 | 36 | 0 | 0 | 36 | |||||||||||||||||||||
Exercise of common stock warrants | 0 | 67,577 | 0 | 12 | 0 | 0 | 12 | |||||||||||||||||||||
Other comprehensive loss | - | - | 0 | 0 | 0 | (48 | ) | (48 | ) | |||||||||||||||||||
Net loss | - | - | 0 | 0 | (3,949 | ) | 0 | (3,949 | ) | |||||||||||||||||||
Balance, June 30, 2020 | 225 | 40,207,398 | 112 | 319,487 | (294,162 | ) | (48 | ) | 25,389 | |||||||||||||||||||
Common stock awards under equity incentive plans | 0 | 129,404 | 0 | 153 | 0 | 0 | 153 | |||||||||||||||||||||
Sale of common stock, net of costs | 0 | 1,635,792 | 0 | 657 | 0 | 0 | 657 | |||||||||||||||||||||
Other comprehensive income | - | - | 0 | 0 | 0 | 48 | 48 | |||||||||||||||||||||
Net loss | - | - | 0 | 0 | (2,774 | ) | 0 | (2,774 | ) | |||||||||||||||||||
Balance, September 30, 2020 | 225 | 41,972,594 | $ | 112 | $ | 320,297 | $ | (296,936 | ) | $ | 0 | $ | 23,473 | |||||||||||||||
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
Share-based compensation under equity incentive plans, by typeLong-term debt consists of award followsthe following (in thousands).
Three Months Ended | ||||||||||||
September 30, 2021 | June 30, 2021 | March 31, 2021 | ||||||||||
Common stock, vested at issuance and nonvested at issuance | $ | 29 | $ | 32 | $ | 28 | ||||||
Stock options | 35 | 35 | 36 | |||||||||
Restricted stock units | 223 | 223 | 186 | |||||||||
Compensation expense related to common stock awards issued under equity incentive plans | $ | 287 | $ | 290 | $ | 250 | ||||||
September 30, | December 31, | |||||||
2022 | 2021 | |||||||
Mortgage promissory note - Originally dated July 2020 and modified in December 2021. As modified, interest accrues at an annual rate which is the greater of 7.0% above the Lender's prime rate and 10.3% (13.3% at September 30, 2022) payable in monthly installments through December 2023. Net of $11 debt issuance costs at September 30, 2022. Face amount $2.5 million. Secured by certain real property in Wynne, Arkansas. | $ | 1,614 | $ | 2,469 | ||||
Progress payment agreement - Dated August 2022. Original principal $37. Interest is payable monthly at the rate of 25.2% per year. Due in November 2022, unless a finance lease is executed with the lender before that date for the related equipment. | 37 | - | ||||||
Equipment note - Dated May 2021. Original principal $46. Due in monthly installments through June 2025. Interest accrues at the effective discount rate of 3.6% per year. | 27 | 33 | ||||||
Equipment note - Dated December 2019. Original principal $40. Due in monthly installments through December 2024. Interest accrues at the effective discount rate of 9.3% per year. | 20 | 26 | ||||||
| Equipment note - Initially recorded in November 2018, in an acquisition, at the present value of future payments using a discount rate of 4.8% per year. Due in monthly installments through August 2022. | - | 11 | ||||||
Total long-term debt, net | $ | 1,698 | $ | 2,539 | ||||
Future principal maturities of long-term debt outstanding as of September 30, 2022, follow (in thousands).
2022 (three months ended December 31, 2022) | $ | 347 | ||
2023 | 1,337 | |||
2024 | 19 | |||
2025 | 5 | |||
Principal maturities | 1,708 | |||
Debt issuance costs | (10 | ) | ||
Total long-term debt, net | $ | 1,698 |
NOTE 9. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS
In September 2021,August 2022, we issuedour board of directors approved a 1 for 10 reverse split of our common stock. Our common stock began trading on a post-split basis on August 26, 2022. All share and sold 2,307,500per share information has been retrospectively adjusted for all prior periods presented giving retroactive effect to the reverse stock split. Such adjustments include calculations of our weighted average number of shares outstanding and loss per share, as well as disclosures regarding our share-based compensation and warrants.
On July 14, 2022, shareholders approved a 600,000 share increase in the number of shares of common stock a warrantauthorized for the purchaseissuance under our Amended and Restated 2014 Equity Incentive Plan (the 2014 Plan). As of up to 2,307,693 shares (the "Warrant"), and a prefunded warrant (the "Prefunded Warrant") for the purchase of up to 2,307,855September 30, 2022, 228,201 shares of common stock pursuant to our effective “shelf” registration statement on Form S-3. The initial $1.00 per share exercise price of the Warrant is subject to adjustment in September 2022, and again in September 2023, if 110% ofremained available for issuance under the 5-day volume weighted average price of our common stock is less than the then-current exercise price. The Prefunded Warrant has an exercise price of $0.0001 (net of the $0.6499 per share prefunded). We determined that the Prefunded Warrant qualified for equity accounting, however, the other Warrant did not2014 qualify for equity accounting because the holder may elect cash settlement of this warrant in the event of a change of control. Therefore, we must carry the Warrant as a liability at fair value in our consolidated balance sheets. We estimated the fair value of the Warrant using the Black-Scholes methodology. The Warrant will be valued using the Black-Scholes model each reporting period and the resultant change in fair value recorded in our consolidated statements of operations. The net proceeds from the offering of $2.8 million, after deducting commissions and other cash offering expenses of $0.2 million were allocated to the Warrant, in an amount equal the $0.6 million estimated fair value of the Warrant as of September 13, 2021, with the remainder of the proceeds recorded in equity. We determined the exercise price of the Prefunded Warrant is nominal and, as such, have considered the 2,307,855 shares initially underlying the Prefunded Warrant to be outstanding effective September 13, 2021, for the purposes of calculating basic earnings per share ("EPS"). We intend to use the net proceeds from the September 2021 offering for general corporate purposes, which may include funding capital expenditures and working capital and repaying indebtedness.
Under the terms of the securities purchase agreement related to the September 2021 offering, we are prohibited from making sales pursuant to the at-the-market ("ATM") issuance sales agreement with B. Riley FBR, Inc., as sales agent (discussed in the next paragraph), or from entering into any agreement to effect a variable rate transaction until March 12, 2022. We are also prohibited from entering into an agreement to effect any at-the-market issuance involving a variable rate transaction until September 13, 2023.
During the three months ended September 30, 2021, we issued and sold 754,895 shares of common stock under an at market issuance sales agreement, at an average price of $0.80 per share. Proceeds from those sales of $0.5 million are recorded in equity, net of $0.1 million of stock issuance costs. We entered into the at-the-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, in March 2020. The issuances and sales of our common stock under the agreement are made pursuant to our effective “shelf” registration statement on Form S-3.
In the three months ended September 30, 2021, we issued to an employee 38,978 shares of common stock (average $0.75 grant date fair value per share) which were vested at issuance. In the three months ended June 30, 2021, we issued to an employee 29,643 shares of common stock (average $1.09 grant date fair value per share) which were vested at issuance. In the three months ended March 31, 2021, we issued to an employee 29,943 shares of common stock (average $0.94 grant date fair value per share) which were vested at issuance.
In the three months ended September 30, 2021, holders forfeited options for the purchase of up to 1,834 shares of common stock (average $1.23 per share exercise price, average 8.5-year remaining life). In the three months ended June 30, 2021, holders forfeited options for the purchase of up to 8,216 shares of common stock (average $1.90 per share exercise price, average 8.5-year remaining life). In the three months ended March 31, 2021, holders forfeited options for the purchase of up to 18,905 shares of common stock (average $11.54 per share exercise price, average 7.5-year remaining life).Plan.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
A summary of equity activity follows (in thousands, except share amounts).
Shares | ||||||||||||||||||||||||
Preferred | Preferred | Common | Accumulated | |||||||||||||||||||||
Series G | Common | Stock | Stock | Deficit | Equity | |||||||||||||||||||
Balance, December 31, 2021 | 150 | 5,158,967 | $ | 75 | $ | 326,279 | $ | (307,859 | ) | $ | 18,495 | |||||||||||||
Common stock awards under equity incentive plans | - | 22,475 | - | 241 | - | 241 | ||||||||||||||||||
Common stock issued to vendor | - | 600 | - | 5 | - | 5 | ||||||||||||||||||
Net income | - | - | - | - | (1,516 | ) | (1,516 | ) | ||||||||||||||||
Balance, March 31, 2022 | 150 | 5,182,042 | 75 | 326,525 | (309,375 | ) | 17,225 | |||||||||||||||||
Common stock awards under equity incentive plans | - | 48,388 | - | 146 | - | 146 | ||||||||||||||||||
Common stock issued to vendor | - | 600 | - | 1 | - | 1 | ||||||||||||||||||
Net loss | - | - | - | - | (2,621 | ) | (2,621 | ) | ||||||||||||||||
Balance, June 30, 2022 | 150 | 5,231,030 | 75 | 326,672 | (311,996 | ) | 14,751 | |||||||||||||||||
Common stock awards under equity incentive plans | - | - | 492 | - | 492 | |||||||||||||||||||
Common stock issued to vendor | - | 600 | - | 2 | - | 2 | ||||||||||||||||||
Other | - | 10,447 | - | - | - | - | ||||||||||||||||||
Net loss | - | - | - | - | (2,042 | ) | (2,042 | ) | ||||||||||||||||
Balance, September 30, 2022 | 150 | 5,242,077 | $ | 75 | $ | 327,166 | $ | (314,038 | ) | $ | 13,203 | |||||||||||||
Shares | ||||||||||||||||||||||||
Preferred | Preferred | Common | Accumulated | |||||||||||||||||||||
Series G | Common | Stock | Stock | Deficit | Equity | |||||||||||||||||||
Balance, December 31, 2020 | 225 | 4,523,809 | $ | 112 | $ | 322,218 | $ | (298,910 | ) | $ | 23,420 | |||||||||||||
Common stock awards under equity incentive plans | - | 2,994 | - | 250 | - | 250 | ||||||||||||||||||
Common stock issued to vendor | - | 600 | - | 3 | - | 3 | ||||||||||||||||||
Other | - | - | - | (3 | ) | - | (3 | ) | ||||||||||||||||
Net income | - | - | - | - | 591 | 591 | ||||||||||||||||||
Balance, March 31, 2021 | 225 | 4,527,403 | 112 | 322,468 | (298,319 | ) | 24,261 | |||||||||||||||||
Common stock awards under equity incentive plans | - | 2,964 | - | 290 | - | 290 | ||||||||||||||||||
Common stock issued to vendor | - | 600 | - | 5 | - | 5 | ||||||||||||||||||
Exercise of common stock warrants | - | 17,794 | - | 171 | - | 171 | ||||||||||||||||||
Other | - | - | - | 3 | - | 3 | ||||||||||||||||||
Net loss | - | - | - | - | (1,923 | ) | (1,923 | ) | ||||||||||||||||
Balance, June 30, 2021 | 225 | 4,548,761 | 112 | 322,937 | (300,242 | ) | 22,807 | |||||||||||||||||
Common stock awards under equity incentive plans | - | 38,978 | - | 287 | - | 287 | ||||||||||||||||||
Common stock issued to vendor | - | 600 | - | 5 | - | 5 | ||||||||||||||||||
Sale of common stock and common stock warrants, net of costs | - | 3,062,395 | - | 2,725 | - | 2,725 | ||||||||||||||||||
Exercise of common stock warrant | - | 1,500,000 | - | - | - | - | ||||||||||||||||||
Conversion of preferred stock into common stock | (75 | ) | 71,174 | (37 | ) | 37 | - | - | ||||||||||||||||
Net loss | - | - | - | - | (2,213 | ) | (2,213 | ) | ||||||||||||||||
Balance, September 30, 2021 | 150 | 9,221,908 | $ | 75 | $ | 325,991 | $ | (302,455 | ) | $ | 23,611 | |||||||||||||
Share-based compensation by type of award follows (in thousands).
Three Months Ended | ||||||||||||
September 30, 2022 | June 30, 2022 | March 31, 2022 | ||||||||||
Stock options | $ | 28 | $ | 21 | $ | 29 | ||||||
Restricted stock units | 464 | 125 | 212 | |||||||||
Compensation expense related to common stock awards issued under equity incentive plan | $ | 492 | $ | 146 | $ | 241 | ||||||
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
Options
In the three months ended September 30, 2022, holders forfeited options for the purchase of up to 2,901 shares of common stock (average $19.30 per share exercise price, average 6.9 years remaining life). In the three months ended June 30, 2022, holders forfeited options for the purchase of up to 4,455 shares of common stock (average $21.42 per share exercise price, average 6.8 years remaining life). In the three months ended March 31, 2022, holders forfeited options for the purchase of up to 970 shares of common stock (average $18.48 per share exercise price, average 7.7 years remaining life).
Stock Units
We have outstanding (i) restricted stock units (RSUs) issued under the 2014 Plan to employees and directors and (ii) other stock units (SUs) issued to a service provider. Each RSU and SU represents a contingent right to receive one share of common stock. Summaries of nonvested and vested stock unit ("RSU")and activity follows.follow.
RSU Shares Issued | Unrecognized Stock Compensation (in thousands) | Weighted Average Expense Period (Years) | Restricted Stock Units (Issued under 2014 Plan) | Stock Units Issued to Vendors | ||||||||||||||||||||||||||||||||
Nonvested at December 31, 2020 | 1,495,400 | $ | 730 | 1.4 | ||||||||||||||||||||||||||||||||
Number of Units | Unrecognized Stock Compensation (in thousands) | Weighted Average Expense Period (Years) | Number of Units | Unrecognized Stock Compensation (in thousands) | Weighted Average Expense Period (Years) | |||||||||||||||||||||||||||||||
Nonvested at December 31, 2021 | 126,603 | $ | (658 | ) | 0.9 | - | $ | - | - | |||||||||||||||||||||||||||
Granted | 452,400 | 412 | 2.0 | 37,000 | (153 | ) | 2.0 | - | - | - | ||||||||||||||||||||||||||
Forfeited | (1,000 | ) | 7 | 0.7 | - | - | - | |||||||||||||||||||||||||||||
Vested with service | (22,475 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||
Expensed | - | (186 | ) | - | 212 | - | - | - | - | |||||||||||||||||||||||||||
Nonvested at March 31, 2021 | 1,947,800 | 956 | 1.4 | |||||||||||||||||||||||||||||||||
Nonvested at March 31, 2022 | 140,128 | (592 | ) | 0.9 | - | - | - | |||||||||||||||||||||||||||||
Impact of Modification: | - | - | - | |||||||||||||||||||||||||||||||||
Before modification | (11,468 | ) | 125 | - | - | - | - | |||||||||||||||||||||||||||||
After modification | 11,468 | (60 | ) | - | - | - | - | |||||||||||||||||||||||||||||
Forfeited | (9,454 | ) | 55 | - | - | - | - | |||||||||||||||||||||||||||||
Vested with Service | (34,404 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||
Expensed | - | 125 | - | - | - | - | ||||||||||||||||||||||||||||||
Nonvested at June 30, 2022 | 96,270 | (347 | ) | 0.9 | - | - | - | |||||||||||||||||||||||||||||
Granted | 344,040 | 375 | 1.0 | 402,276 | (1,458 | ) | 2.8 | 38,968 | (65 | ) | 3.0 | |||||||||||||||||||||||||
Vested | (450,400 | ) | - | |||||||||||||||||||||||||||||||||
Vested with Service | (63,607 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||
Expensed | - | (223 | ) | - | 464 | - | - | - | - | |||||||||||||||||||||||||||
Nonvested at June 30, 2021 | 1,841,440 | 1,108 | 1.4 | |||||||||||||||||||||||||||||||||
Forfeited | (2,907 | ) | (3 | ) | ||||||||||||||||||||||||||||||||
Expensed | - | (223 | ) | |||||||||||||||||||||||||||||||||
Nonvested at September 30, 2021 | 1,838,533 | $ | 882 | 1.1 | ||||||||||||||||||||||||||||||||
Nonvested at September 30, 2022 | 434,939 | $ | (1,341 | ) | 2.5 | 38,968 | $ | (65 | ) | 3.0 | ||||||||||||||||||||||||||
Number of RSUs | ||||
Vested at December 31, 2021 | 86,505 | |||
Vested with service | 22,475 | |||
Issued at vesting | (22,475 | ) | ||
Vested at March 31, 2022 | 86,505 | |||
Vested with service | 34,404 | |||
Issued at termination of service | (48,386 | ) | ||
Vested at June 30, 2022 | 72,523 | |||
Vested with service | 63,607 | |||
Vested at September 30, 2022 | 136,130 | |||
TheAs of September 30, 2022, issuance of 136,130 shares of common stock subject to the vested RSUs granted in 2021 vest within two years of grant. The 2021 RSU grants are not subject to any market conditions and were valued using the market price of our common stock on the date of grant.
As of September 30, 2021, issuance of 1,180,843 shares of common stock subject to certain RSUs, 836,803 of which are vested, is deferred to the date the holder is no longer providing service to RiceBran Technologies.our company.
In the three months ended September 30, 2021,2022, we issued 1,500,000the following under the 2014 Plan:
● | 278,151 RSUs, the issuance of which was subject to shareholder approval of the increase in the shares of common stock authorized for issuance under the 2014 Plan. The RSUs vest over an average of forty-nine months from the July 14, 2022, grant date. |
● | 65,790 RSUs to our directors which vest on July 14, 2023, or one day prior to the next annual meeting of our shareholders. |
● | 19,003 RSUs to our directors on July 14, 2022, which were immediately vested, in lieu of paying board fees in cash for the quarter ended June 30, 2022. |
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
● | 30,279 RSUs to our directors on September 30, 2022, which were immediately vested, in lieu of paying board fees in cash for the quarter ended September 30, 2022. |
● | 9,053 RSUs to employees. The RSUs vest over an average of 8 months from the date of grant. |
We issued 38,968 SUs to a service provider in September 2022 and an additional 121,032 SUs in November 2022, which the service provider elected to purchase with a $0.2 million cash signing fee. The SUs vest in three annual installments ending in September 2025, and we are expensing the fair value of the SUs over three years. The service provider may also earn performance-based cash compensation beginning October 1, 2022, if certain performance criteria are met. The performance compensation will be paid quarterly in an amount of cash which may then be used to purchase, at the election of the service provider, a number of fully vested SUs equal to (a) the performance compensation, divided by (b) the volume weighted average closing price of our common stock over the 90 consecutive trading days ending on the last day of the applicable performance period. The aggregate number of SUs purchased by the service provider, including the initial 38,968 units and 121,032 units may not exceed 1,000,000.
In April 2022, we modified 11,468 RSUs held by resigning directors such that the awards vested on the date of their termination of service. Prior to the modification, the resigning directors would have forfeited the unvested RSUs on the date of the resignations. As a warrant holder uponresult of the cashless exercisemodifications, we adjusted cumulative expense on the RSUs to equal the fair value of 1,500,427 shares underlying the Prefunded Warrant. Asawards on the date of September 30, 2021, the Prefunded Warrant is outstanding and exercisable as to 807,638 underlying shares of common stock.April 28, 2022, modification ($5.20 per unit), in accordance with applicable accounting guidance.
In the three months ended June 30, 2021,2022, we issued 177,936a total of 48,386 shares of common stock pursuant to the terms of vested RSUs, which included the 11,468 modified RSUs discussed in the preceding paragraph. Issuance of the shares of common stock subject to these RSUs was deferred to the date the holder was no longer providing service to our company. In the three months ended March 31, 2022, we issued a warrant holdertotal of 22,475 shares of common stock upon the cash exercisevesting of a warrant with an exercise price of $0.96 per share.RSUs.
Warrants
In the three months ended March 31, 2021,September 30, 2022, warrants for the purchase of up to 25,000 shares of common stock ($5.259.60 per share exercise price) expired and as further discussed in Note 12, the exercise price of an outstanding liability warrant (Warrant A) for the purchase of up to 230,769 shares adjusted to $2.72 per share from $10.00 per share. In the three months ended March 31, 2022, warrants for the purchase of up to 614,298 shares of common stock ($9.60 per share exercise price) expired.
Subsequent Offering
In October 2021,2022, we issued 807,498and sold 675,000 shares of our common stock for $1.50 per share and prefunded warrants (the Prefunded Warrants) exercisable into 325,000 shares of our common stock for $1.4999 per warrant, in a registered direct offering. The Prefunded Warrants had an exercise price of $0.0001 per share and were exercised in full after the offering. In a concurrent private placement, we issued and sold warrants for the purchase up to 2,000,000 shares of our common stock at an exercise price of $1.60 per share, which are exercisable April 20, 2023, and expire October 20, 2025. The net proceeds from the offering totaled $1.2 million, after deducting placement agent fees and other cash offering expenses of $0.3 million. We determined the exercise price of the Prefunded Warrants was nominal and, as such, we will consider the shares underlying those warrants to be outstanding effective October 20, 2022, for the purposes of calculating basic EPS. We intend to use the net proceeds from the offering for general corporate purposes, which may include funding capital expenditures, working capital and repaying indebtedness.
In addition, we issued warrants for the purchase of up to 63,000 shares of our common stock to a warrant holder upon the cashlessplacement agent at an exercise price of the remaining 807,638 shares underlying the Prefunded Warrant.
$1.875 per share, which expire October 20, 2027.
NOTE 11.10. INCOME TAXES
Our tax expense for the three and nine months ended September 30, 20212022 and 2020,2021, differs from the tax expense computed by applying the U.S. statutory tax rate to net loss from continuing operations before income taxes as no tax benefits were recorded for tax losses generated in the U.S. As of September 30, 2021,2022, we had deferred tax assets primarily related to U.S. federal and state tax loss carryforwards. We provided a full valuation allowance against our deferred tax assets as future realization of such assets is not more likely than not to occur.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 12.11. LOSS PER SHARE (EPS)
BasicWe calculate 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.
DilutedWe calculate diluted EPS is computed by dividing the net lossincome 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. TheWe calculate 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. TheWe calculate the dilutive effects of the outstanding preferred stock are calculated using the if-converted method.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
Below are reconciliationsReconciliations of the numerators and denominators in the EPS.EPS computations follow.
Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
NUMERATOR (in thousands): | ||||||||||||||||||||||||||||||||
Denominator for basic and diluted EPS - net loss | $ | (2,213 | ) | $ | (2,774 | ) | $ | (3,545 | ) | $ | (9,756 | ) | ||||||||||||||||||||
Numerator for basic and diluted EPS - net loss | $ | (2,042 | ) | $ | (2,213 | ) | $ | (6,179 | ) | $ | (3,545 | ) | ||||||||||||||||||||
DENOMINATOR: | ||||||||||||||||||||||||||||||||
Weighted average number of shares of shares of common stock outstanding | 46,620,039 | 40,691,824 | 45,755,871 | 40,232,289 | 5,235,005 | 4,662,004 | 5,203,504 | 4,575,587 | ||||||||||||||||||||||||
Weighted average number of shares of common stock underlying vested RSUs | 836,803 | 132,457 | 562,933 | 47,577 | 97,303 | 83,680 | 87,276 | 56,293 | ||||||||||||||||||||||||
Denominator for basic and diluted EPS - weighted average number of shares outstanding | 47,456,842 | 40,824,281 | 46,318,804 | 40,279,866 | 5,332,308 | 4,745,684 | 5,290,780 | 4,631,880 | ||||||||||||||||||||||||
No effects of potentially dilutive securities outstanding were included in the calculation of diluted EPS for the three and nine months ended September 30, 20212022 and 2020,2021, because to do so would be antidilutive as a result of our net loss. Potentially dilutive securities outstanding during the three and nine months ended September 30, 20212022 and 2020,2021, included our outstanding convertible preferred stock, options, warrants nonvested restricted stock units and nonvested stock. Those potentially dilutive securities still outstanding could potentially dilute EPS in the future.
stock units.
NOTE 13.12. FAIR VALUE MEASUREMENTS
The fair value of cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accountscommodities payable approximates their carrying value due to shorter maturities. As of September 30, 2021,2022, the fair values of our operating lease liabilities were approximately $0.3$0.5 million higherlower than their carrying values, based on current market rates for similar debt and leases with similar maturities (Level 3 measurements). As of September 30, 2021,2022, the fair values of our 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).
The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Warrant liability (1) | $ | 0 | $ | 0 | $ | 647 | $ | 647 | |||||||||
Total liabilities at fair value | $ | 0 | $ | 0 | $ | 647 | $ | 647 | |||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Total liabilities at fair value as of September 30, 2022 - Derivative warrant liability | $ | - | $ | - | $ | 234 | $ | 234 | ||||||||
Total liabilities at fair value as of December 31, 2021 - Derivative warrant liability | $ | - | $ | - | $ | 258 | $ | 258 | ||||||||
Total liabilities at fair value as of September 30, 2021 - Derivative warrant liability | $ | - | $ | - | $ | 647 | $ | 647 | ||||||||
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
The following tables summarize the changes in level 3 items measured at fair value on a recurring basis for both the three and nine months ended September 30, 2022 and 2021 (in (in thousands):
Fair Value as of Beginning of Period | Total and Unrealized | Issuance of New Instruments | Net | Fair Value, at End of Period | Change in Unrealized Gains (Losses) on Instruments Still Held | |||||||||||||||||||
Warrant liability (1) | $ | 0 | $ | 0 | $ | 647 | $ | 0 | $ | 647 | $ | 0 | ||||||||||||
Total Level 3 fair value | $ | 0 | $ | 0 | $ | 647 | $ | 0 | $ | 647 | $ | 0 | ||||||||||||
|
|
Fair Value as of Beginning of Period | Total and Unrealized | Issuance of New Instruments | Net of | Fair Value, at End of Period | Change in Unrealized Gains (Losses) on Instruments Still Held | |||||||||||||||||||
Three months ended September 30, 2022 | ||||||||||||||||||||||||
Total Level 3 fair value - Derivative warrant liability | $ | 846 | $ | 612 | $ | - | $ | - | $ | 234 | $ | 612 | ||||||||||||
Nine months ended September 30, 2022: | ||||||||||||||||||||||||
Total Level 3 fair value - Derivative warrant liability | $ | 258 | $ | 24 | $ | - | $ | - | $ | 234 | $ | 24 | ||||||||||||
Three and nine months ended September 30, 2021 | ||||||||||||||||||||||||
Total Level 3 fair value - Derivative warrant liability | $ | - | $ | - | $ | 647 | $ | - | $ | 647 | $ | - | ||||||||||||
The derivative warrant liability relates to a warrant issued in September 2021, for the purchase of up to 230,769 shares of common stock (Warrant A). The current $2.72 per share exercise price of Warrant A is subject to adjustment in September 2023 to 110% of the 5-day volume weighted average price of our common stock, if that price is less than the than $2.72 per share. The initial $10.00 per share exercise price of Warrant A adjusted in September 2022 to $2.72 per share. We classify Warrant A in our consolidated balance sheets as derivative warrant liability because the holder may elect cash settlement of this warrant in the event of a change of control. We estimated the fair value of Warrant A as of September 30, 2022, using the Black-Scholes value of a warrant with an exercise price of $2.72 per share. We estimated the fair value of Warrant A as of and December 31, 2021, using the Black-Scholes value of a warrant with an exercise price of $10.00 per share. The changes in the estimated fair value of Warrant A are included in other income (loss) in our consolidated statements of operations. The assumptions used in valuing Warrant A follow.
September 30, 2022 | December 31, 2021 | |||||||
Assumed volatility | 88.3 | % | 69.5 | % | ||||
Assumed risk free interest rate | 3.2 | % | 0.8 | % | ||||
Expected life of options (in years) | 4.0 | 4.8 | ||||||
Expected dividends | - | - | ||||||
RiceBran Technologies
NotesThe fair value of Warrant A approximates the cash settlement the holder could elect to Unaudited Condensed Consolidated Financial Statements
be paid in the event of a change in control. At September 30, 2022, an $0.18 (approximate 10%) increase in our stock price would have resulted in an approximate $32 thousand increase in the Black Scholes fair value of Warrant A.
NOTE 14.13. COMMITMENTS AND CONTINGENCIES
PPP Audit Contingency
As discussedIn April 2020, we received $1.8 million on a Small Business Administration (SBA) Payroll Protection Program (PPP) loan as provided for in Notethe Coronavirus Aid, Relief and Economic Security Act, enacted into U.S. law in 9,March 2020. Under certain conditions, the outstanding principalloan and accrued interest were forgivable, if we used the loan proceeds for maintaining workforce levels. We used the loan proceeds for maintaining workforce levels and the SBA forgave the entire loan, and related accrued interest on our PPP loan were completely forgiven in January 2021. The SBA may audit any PPP loan at its discretion through January 2027, six years after the date the SBA forgave the loan. The SBA may review any or all of the following when auditing a PPP loan: whether the borrower qualified for the PPP loan, whether the PPP loan amount was appropriately calculated and the proceeds used for allowable purposes, and whether the loan forgiveness amount was appropriately determined. WeThe SBA could be deemeddeem us ineligible for the PPP loan received in 2020 upon audit by the SBA. We believe the SBA’s stated intention is to focus its reviews on borrowers with loans greater than $2 million, thereby mitigating our future risk of an audit. The SBA continues to develop and issue new and updated guidance regarding required borrower certifications and requirements for forgiveness of loans made under the program.
RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements
Employment Contracts and Severance Payments
In the normal course of business, we periodically enter into employment agreements which incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be reasonably estimated, we maintain insurance coverage, which we believe will effectively mitigate our obligations under these indemnification provisions. No amounts have been recorded in our financial statements with respect to any obligations under such agreements.
We have employment contracts with certain officers and key management that include provisions for potential severance payments in the event of without-cause terminations or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested equity grants would accelerate following a change in control.
Legal Matters
From time to time, we are involved in litigation incidental to the conduct of our business. These matters may relate to employment and labor claims, patent and intellectual property claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. We expense defense as incurred. Defense costs, are expensed aswhen incurred, and are included in professional fees.
selling, general and administrative expense.
NOTE 15. RELATED PARTY TRANSACTIONS
Our director, Ari Gendason, is an employee and senior vice president and chief investment officer of Continental Grain Company ("CGC"). As of the date of this filing, CGC owns approximately 21.2% 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 1 nominee to our board of directors.
NOTE16.14. FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS
On September 15, 2021, we received a notification letter from The Nasdaq Stock Market LLC (Nasdaq) indicating that we have failed to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires that companies listed on the Nasdaq Capital Market maintain a minimum bid price of $1.00. To regain compliance with this listing rule, the closing bid price of our common stock hashad to be at least $1.00 for a period of Nasdaq'sNasdaq’s discretion, of at least 10, but not to exceed 20, consecutive business days. In accordance with Nasdaq Marketplace Rules andOn 5810(c)(3)(A), we have a period of 180 calendar days from the date of notification, or until March 14,September 12, 2022, to regainNasdaq notified us that we had regained compliance with the minimum bid price requirement. We may be eligible for an additional 180-day compliance period if we meetrequirement and the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement. We are committed to taking actions that would enable us to regain compliance, including, if necessary, completing a reverse split of our common stock to increase its share price above the $1.00 minimum bid price.matter was closed.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
- Three Months Ended September 30, 2021,2022, Compared to Three Months Ended September 30, 20202021
Revenue was $6.9Revenues of $10.3 million in the third quarter of 2021, up $1.72022 increased $3.3 million, or 48.3%, compared to the third quarter of 2021. This year-over-year increase was due to higher core-SRB sales and strong growth from $5.2our MGI and Golden Ridge milling operations.
Gross loss was $0.7 million in the third quarter of 2020. This 34% year-over-year2022, a $0.4 million increase was underpinned by strong year-over-year increases in revenues from Golden Ridge, our Arkansas-based rice mill. Year-over-year revenue growth for the quarter was negatively impacted by logistical challenges in our core-SRB operations and unplanned downtime at MGI, our Minnesota-based oats and barley mill.
Grossgross loss was $0.3 million incompared to the third quarter of 2021, a $0.5 million improvement from a gross loss of $0.8 million in the third quarter of 2020.2021. The year-over-year improvementincrease in gross loss was driven by improvements in profitabilityattributable to lower sales and cost overruns for our value-added SRB derivatives business and higher gross losses at our Golden Ridge milling operation versus a year ago, offset in part by improved profitability from our core-SRB business and our Dillon, Montana SRB derivative facility. Gross profits in the quarter were negatively impacted by higher raw material and freight costs, as well as losses at MGI due to unplanned downtime. milling operation.
Selling, general and administrative (SG&A) expenses were $1.8 million in the third quarter of 2022 and the third quarter of 2021 as reductions in corporate support headcount and approximately equaloutside professional services were offset in part by higher wage rates and higher contract employee expense, as well as a double-digit increase in insurance premiums.
Due to $1.8the increase in gross losses, operating losses were $2.5 million in the third quarter of 2020. Due to reduced gross losses, SG&A remaining flat, and the absence of $0.1 million in impairments present in last year’s results, operating losses were2022, up from $2.1 million in the third quarter of 2021, down from $2.72021. In the third quarter of 2022, we recognized a $0.6 million gain for the change in the fair value of a warrant liability. As a result of higher operating losses being offset by this gain, net loss in the third quarter of 2020.
Interest expense in the second quarter of 20212022 was approximately $0.1 million, which was in-line with $0.1 million in the third quarter of 2020. Due to the reduction in operating losses, net losses in the third quarter of 2021 were $2.2$2.0 million, or $0.05$0.38 per share, compared to $2.8a net loss of $2.2 million, or $0.07$0.47 per share, in the third quarter of 2020. 2021.
Results of Operations – Nine Months Ended September 30, 2021,2022, Compared to Nine Months Ended September 30, 20202021
Revenue was $23.1Revenues of $31.0 million in the first nine months of 2022 increased $8.0 million, or 34.7%, compared to the nine months of 2021. This year-over-year increase was due to higher core-SRB sales and strong growth from our MGI and Golden Ridge milling operations, offset in part by lower value-added SRB derivative product revenues due to production issues in the second quarter of 2022.
The $1.2 million decrease in gross profit in the first nine months of 2022, compared to the first nine months of 2021, up $3.7 million,was primarily attributable to lower gross profits from $19.4our value-added SRB derivative products and a modest increase in gross losses from Golden Ridge, offset in part by a modest increase in gross profits for our core-SRB business and MGI.
SG&A expenses of $5.2 million in the first nine months of 2020. This 19% increase year-over-year was due2022 decreased $0.3 million, or 5.7%, compared to sales growththe first nine months of 2021, as reductions in corporate support headcount and outside professional services were offset in part by higher wage rates and insurance premiums.
We recognized a gain on the involuntary conversion of assets of $0.1 million in the first nine months of 2022, when we finalized our insurance claim for all businesses. Saleshurricane damage that occurred in August 2020 to our Lake Charles, Louisiana property.
Operating losses were $5.7 million in the first nine months of SRB and SRB derivatives grew over 11%2022, up from $5.0 million in the first nine months of 2021, due to 45% growth in SRB derivative sales, while both MGI and Golden Ridge generated double-digit growth in revenue in the first nine months of 2021 from the first nine months of 2020.
Gross profit was $0.5 million in the first nine months of 2021, compared to alower gross loss of $2.4 million in the first nine months of 2020. The $2.9 million increase in gross profit reflected improved profitability for all businesses, with a notable reduction in gross losses for Golden Ridge. The transition to gross profit in the first nine months of 2021 was also supported by the increase in sales of higher-margin SRB derivatives sales compared to the first nine months of 2020.
SG&A expenses were $5.5 million in the first nine months of 2021, compared to $6.6 million in the first nine months of 2020, a decrease of $1.1 million. This reduction was achieved through cuts in corporate support headcount and outside professional services, supported by process improvement and modest investments in technical support infrastructure. As a result of higher gross profits and lower SG&A, operating losses were $4.9 million in the first nine months of 2021, down from $9.5 million in the first nine months of 2020.
Interest expense in the first nine months of 2021 was $0.4 million compared to $0.2 million in the first nine months of 2020 due to higher average borrowings in the 2021 period.profits. In January 2021, we recognized a $1.8 million gain on extinguishment of our Small Business Administration (SBA) Paycheck Protection Program (PPP) loan (see Notes 9 and 14Note 13 of the Notes to Unaudited Condensed Consolidated Financial Statements for further discussion of the loan).
Net loss in the first nine months of 2021 was $3.5 million, or $0.08 per share, compared to net losses of $9.8 million, or $0.24 per share, in the first nine months of 2020. The year-over-year reduction in net losses was As a result of lowerhigher operating losses, lower SG&A, the impact of the gain on involuntary conversion of assets and the nonrecurring gain on the extinguishment of debt in the first nine months of 2021, compared tonet loss in the first nine months of 2020.
COVID-19 Assessment
The COVID-19 pandemic is2022 was $6.2 million, or $1.17 per share, compared to a worldwide health crisis that is adversely affectingnet loss of $3.5 million, or $0.38 per share, in the business and financial marketsfirst nine months 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.2021.
We have not had, and we do not expect, any of our facilities subject to government-mandated closures, and we have informed our customers that we anticipate operating throughout the COVID-19 outbreak. Disruption in the supply chain of raw materials used to produce our products, as a result of the COVID-19 outbreak, has not caused us to close any of our facilities, and to date, our employees have been reporting to work, either remotely or in-person without any material change in attendance or productivity. However, we cannot ensure that the COVID-19 outbreak will not cause disruptions to our business in the future.
Liquidity, Going Concern and Capital Resources
We had $6.2$4.4 million in cash and equivalents as of September 30, 2021, an increase2022, a decrease of $0.9$1.5 million from $5.3$5.8 million on December 31, 2020.2021. During the first nine months of 2021,2022, we were able to offset higher operating losses with increased borrowing.
Cash used in operating activities in the first nine months of 2022 was $3.9 million, up from $2.0 million in the first nine months of cash to fund our operating loss. We2021, driven principally by higher net losses. Cash used $0.5 million in cash for investing activities whichin the 2022 period consisted of $1.2$0.4 million in capital expenditures, primarily for the purchase and installation of capital equipment at our Arkansas and Minnesota facilities,MGI facility offset by $0.6$0.1 million in proceeds receivedinsurance proceeds. Cash from an insurance companyfinancing activities in the 2022 period was $2.7 million, which included the $1.8 million net borrowings on a line of credit and a $0.9 million over-advance on our factoring facility (see Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for hurricane damaged sustainedfurther discussion of the over-advance).
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 our Lake Charles facilitycontinue as a going concern within one year after the date that these financial statements included in 2020. The operating and investing uses of cash were offset by $3.5this Quarterly Report are issued. Factors alleviating this concern include $4.4 million in cash generated from financing activities, where proceeds from salesand cash equivalents as of September 30, 2022, and our ability to procure additional capital if needed through a variety of sources. Most notably, subsequent to the end of the third quarter of 2022, we were able to raise approximately $1.2 million, net of costs, through a direct placement of our common stock, and warrants more than offset principal paymentscommon stock equivalents, and in late September 2022, we received a $0.9 million over-advance on our premium finance agreements, long-term debt and leases.factoring facility, pending a restructuring of our mortgage promissory note secured by our real property in Wynne, Arkansas.
On March 30, 2020, we entered into a sales agreement with respect to an at-the-market ("ATM")(ATM) offering program, under which we may offer and sell shares of our common stock having an aggregate offering price of up to $6.0 million. We aremillion, which we currently prohibited from making sales pursuant tohave $2.8 million remaining. Under the ATM until 180 days after the closing dateterms of the September 2021 offering. In April 2020, we were approved for a $1.8 million SBA PPP loan as discussed further in Note 9 of the Notessecurities purchase agreement related to Unaudited Condensed Consolidated Financial Statements. In the third quarter of 2021, we raised $0.5 million, net of $0.1 million of stock issuance costs, from the sale of shares under our ATM program and $2.8 million, net of offering costs, from the September 2021 offering, and the $1.8 million PPP loan that was completely forgiven in the first quarter of 2021 all contributedwe are prohibited from entering into an agreement to reducing total long-term debt to $1.5 million ateffect any at-the-market issuance until September 30, 2021, compared to $3.7 million at December 31, 2020. As of the date of this filing, management believes we have sufficient capital reserves to fund the operations of the business through the Company’s expected transition to profitability or positive cash flow and with our expected future ability to obtain debt or raise equity capital, we will be able to obtain sufficient cash to operate our business in both the short and long-term.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, other than operating leases with original terms of less than a year and employee contracts, that have or are likely to have a current or future material effect on our financial condition, changes in financial condition, revenue, expenses, results of operations, liquidity, capital expenditures, or capital resources.13, 2023.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures on the date of the financial statements. On an ongoing basis, we evaluate the estimates, including, but not limited to, those related to revenue recognition.recognition, inventory valuation, and long-lived asset impairment. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. As of September 30, 2021, there have been no significant changes to our critical accounting policies and related estimates previously disclosed in our 2020 Annual Report on Form 10-K.
Recent Accounting Pronouncements
See Note 3 in the Notes to Unaudited Condensed Consolidated Financial Statements for further discussion.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined byin Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are not required to provide the information otherwise required underby this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosures. As of September 30, 2022, there have been no significant changes to our critical accounting policies and related estimates previously disclosed in our 2021 Annual Report on Form 10-K.
We evaluated, with the participation of our executive chairman, and chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our executive chairman and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
During the most recently completed fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
We are involved in or subject to, or may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course of business. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position, results of operations or cash flows. We record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020,2021, which could materially affect our business, financial condition, liquidity or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended September 30, 2021,2022, we issued the securities described below without registration under the Securities Act of 1933, as amended (the "Securities Act").Act. The description below does not include issuances that werewe disclosed previously on Current Reports on Form 8-K. Unless otherwise indicated below, the securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended. All issuancesamended (the Securities Act). We made the issuance below were made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.
On September 30, 2021,2022, we issued 6,000600 shares of common stock to a service provider, thatwhich is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $5,460.$2,100.
Item 3. Defaults Uponupon Senior Securities
None.None
Item 4. Mine Safety Disclosures
None.None
None.Item 3.02 Unregistered Sales of Equity Securities
On November 1, 2022, we amended the terms of our engagement of Gander Foods, LLC, a New Jersey limited liability company (the Operator), to perform services in connection with our rice milling operations and those of Golden Ridge Rice Mills, Inc., our wholly owned subsidiary. The engagement was described in our Current Report on Form 8-K filed on September 29, 2022 (the Original 8-K).
As amended, the Operator’s initial cash compensation of $200,000 (the Initial Compensation) will be used by the Operator to purchase an aggregate of 160,000 (rather than 38,968) unvested restricted stock units (SUs), each representing the contingent right to receive one share of our common stock. All other terms of the engagement remain the same and are unchanged, and the total amount of SUs that may be purchased by the Operator with the Initial Compensation or the Performance Compensation (as defined in the Original 8-K) may still not exceed 1,000,000.
The SUs are being offered and sold in a private placement to an eligible investor pursuant to Section 4(a)(2) of the Securities Act. The SUs and underlying shares of our common stock have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under or an applicable exemption from registration under the Securities Act and any applicable state securities laws.
The following exhibits are attached hereto and filed herewith:
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | Filing/Effective Date | Filed Here- with | ||||||
4.1 | 8-K |
| 001-36245 | 4.1 | September 13, 2021 | |||||||
4.2 | 8-K | 001-36245 | 4.2 | September 13, 2021 | ||||||||
10.1 | 8-K | 001-36245 | 10.1 | September 13, 2021 | ||||||||
31.1 | X | |||||||||||
31.2 | X | |||||||||||
32.1 | X | |||||||||||
101.INS (1) | Inline XBRL Instance Document | X | ||||||||||
101.SCH (1) | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||
101.CAL (1) | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||
101.DEF (1) | Inline XBRL Taxonomy Extension Calculation Definition Linkbase Document | X | ||||||||||
101.LAB (1) | Inline XBRL Taxonomy Extension Calculation Label Linkbase Document | X | ||||||||||
101.PRE (1) | Inline XBRL Taxonomy Extension Calculation Presentation Linkbase Document | X | ||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | Filing/Effective Date | Filed Here-with | ||||||
3.1 | 8-K | 001-36245 | 3.1 | August 25, 2022 | ||||||||
31.1 | X | |||||||||||
31.2 | X | |||||||||||
32.1 | X | |||||||||||
101.INS (1) | Inline XBRL Instance Document | X | ||||||||||
101.SCH (1) | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||
101.CAL (1) | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||
101.DEF (1) | Inline XBRL Taxonomy Extension Calculation Definition Linkbase Document | X | ||||||||||
101.LAB (1) | Inline XBRL Taxonomy Extension Calculation Label Linkbase Document | X | ||||||||||
101.PRE (1) | Inline XBRL Taxonomy Extension Calculation Presentation Linkbase Document | X | ||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||
(1) | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: | RiceBran Technologies | ||
/s/ Peter G. Bradley | |||
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/s/ Todd T. Mitchell | ||
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