Exhibit 99.1
Unaudited Pro Forma Financial Statements
On November 28, 2017, Rice Bran Technologies (the Company) completed the divestiture of its subsidiary, Nutra SA, LLC (Nutra SA), pursuant to the transaction previously reported in the Company’s current report on Form 8-K filed with the SEC on December 4, 2017.
The unaudited pro forma financial statements have been developed by applying pro forma adjustments to the Company’s historical consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America and give effect to the divestiture of Nutra SA. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2017 and 2016, and for the years ended December 31, 2016 and 2015, assume that the divestiture of Nutra SA occurred January 1, 2015. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2017, assumes that the divestiture occurred on that date. The unaudited pro forma condensed consolidated financial statements are presented based on currently available information and are intended for informational purposes only.
These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the Company’s results of operations or financial condition would have been had the divestiture been completed on the dates assumed. In addition, they are not necessarily indicative of the Company’s future results of operations or financial condition. Beginning in the second quarter of 2017, the historical financial results of Nutra SA for periods prior to the divestiture were reflected in the Company’s consolidated financial statements as discontinued operations.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) the accompanying notes to the unaudited pro forma condensed consolidated financial statements, (ii) the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the year ended December 31, 2016, filed with the SEC on March 23, 2017, and (iii) the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” included in the Company’s Form 10-Q for the three and nine months ended September 30, 2017, filed with the SEC on November 9, 2017.
RiceBran Technologies
Pro Forma Condensed Consolidated Statements of Operations
Unaudited Nine Months Ended September 30, 2017
(in thousands, except share and per share amounts)
| | | Historical | | | Nutra SA Divestiture Pro Forma Adjustments | | Notes | | Pro Forma | |
| | | | | | | | | | | |
| Revenues | | $ | 10,206 | | | | | | | $ | 10,206 | |
| Cost of goods sold | | | 7,081 | | | | | | | | 7,081 | |
| Selling general and administrative expenses | | | 7,428 | | | | | | | | 7,428 | |
| Other expense | | | 9,117 | | | | | | | | 9,117 | |
| Loss before income taxes | | | (13,420 | ) | | | | | | | (13,420 | ) |
| Income tax benefit | | | 5,033 | | | | | | | | 5,033 | |
| Loss from continuing operations | | | (8,387 | ) | | | | | | | (8,387 | ) |
| Loss from discontinued operations, net of tax | | | 6,823 | | | $ | 3,863 | | (a) | | | 10,686 | |
| Net income (loss) | | | (1,564 | ) | | | | | | | | 2,299 | |
| Less - Net loss attributable to noncontrolling interest in discontinued operations | | | (1,359 | ) | | | 1,359 | | (a) | | | - | |
| Net income (loss) attributable to RiceBran Technologies shareholders | | | (205 | ) | | | | | | | | 2,299 | |
| Less - Dividends on preferred stock, beneficial conversion feature | | | 778 | | | | | | | | | 778 | |
| Net income (loss) attributable to RiceBran Technologies common shareholders | | $ | (983 | ) | | | | | | | $ | 1,521 | |
| | | | | | | | | | | | | | |
| Basic earnings (loss) per common share: | | | | | | | | | | | | | |
| Continuing operations | | $ | (0.86 | ) | | | | | | | $ | (0.86 | ) |
| Discontinued operations | | | 0.77 | | | | | | | | | 1.00 | |
| Basic earnings (loss) per common share - RiceBran Technologies | | $ | (0.09 | ) | | | | | | | $ | 0.14 | |
| | | | | | | | | | | | | | |
| Diluted earnings (loss) per common share: | | | | | | | | | | | | | |
| Continuing operations | | $ | (0.86 | ) | | | | | | | $ | (0.86 | ) |
| Discontinued operations | | | 0.77 | | | | | | | | | 1.00 | |
| Diluted earning (loss) per common share - RiceBran Technologies | | $ | (0.09 | ) | | | | | | | $ | 0.14 | |
| | | | | | | | | | | | | | |
| Weighted average number of shares outstanding: | | | | | | | | | | | | | |
| Basic | | | 10,644,372 | | | | | | | | | 10,644,372 | |
| Diluted | | | 10,644,372 | | | | | | | | | 10,644,372 | |
See Notes to Pro Forma Unaudited Condensed Consolidated Financial Statements
RiceBran Technologies
Pro Forma Condensed Consolidated Statements of Operations
Unaudited Nine Months Ended September 30, 2016
(in thousands, except share and per share amounts)
| | | Historical | | | Nutra SA Divestiture Pro Forma Adjustments | | Notes | | Pro Forma | |
| | | | | | | | | | | |
| Revenues | | $ | 9,748 | | | | | | | $ | 9,748 | |
| Cost of goods sold | | | 7,199 | | | | | | | | 7,199 | |
| Selling general and administrative expenses | | | 9,428 | | | | | | | | 9,428 | |
| Other income | | | (560 | ) | | | | | | | (560 | ) |
| Loss before income taxes | | | (6,319 | ) | | | | | | | (6,319 | ) |
| Income tax benefit | | | 1,344 | | | | | | | | 1,344 | |
| Loss from continuing operations | | | (4,975 | ) | | | | | | | (4,975 | ) |
| Income (loss) from discontinued operations, net of tax | | | (4,829 | ) | | $ | 7,438 | | (a) | | | 2,609 | |
| Net loss | | | (9,804 | ) | | | | | | | | (2,366 | ) |
| Less - Net loss attributable to noncontrolling interest in discontinued operations | | | (2,416 | ) | | | 2,416 | | (a) | | | - | |
| Net loss attributable to RiceBran Technologies shareholders | | | (7,388 | ) | | | | | | | | (2,366 | ) |
| Less - Dividends on preferred stock, beneficial conversion feature | | | 551 | | | | | | | | | 551 | |
| Net loss attributable to RiceBran Technologies common shareholders | | $ | (7,939 | ) | | | | | | | $ | (2,917 | ) |
| | | | | | | | | | | | | | |
| Basic earnings (loss) per common share: | | | | | | | | | | | | | |
| Continuing operations | | $ | (0.60 | ) | | | | | | | $ | (0.60 | ) |
| Discontinued operations | | | (0.26 | ) | | | | | | | | 0.29 | |
| Basic loss per common share - RiceBran Technologies | | $ | (0.86 | ) | | | | | | | $ | (0.31 | ) |
| | | | | | | | | | | | | | |
| Diluted earnings (loss) per common share: | | | | | | | | | | | | | |
| Continuing operations | | $ | (0.60 | ) | | | | | | | $ | (0.60 | ) |
| Discontinued operations | | | (0.26 | ) | | | | | | | | 0.29 | |
| Diluted loss per common share - RiceBran Technologies | | $ | (0.86 | ) | | | | | | | $ | (0.31 | ) |
| | | | | | | | | | | | | | |
| Weighted average number of shares outstanding: | | | | | | | | | | | | | |
| Basic | | | 9,281,942 | | | | | | | | | 9,281,942 | |
| Diluted | | | 9,281,942 | | | | | | | | | 9,281,942 | |
See Notes to Pro Forma Unaudited Condensed Consolidated Financial Statements
RiceBran Technologies
Pro Forma Condensed Consolidated Statements of Operations
Unaudited Year Ended December 31, 2016
(in thousands, except share and per share amounts)
| | | Historical | | | Nutra SA Divestiture Pro Forma Adjustments | | Notes | | Pro Forma | |
| | | | | | | | | | | |
| Revenues | | $ | 39,405 | | | $ | (6,745 | ) | (b) | | $ | 32,660 | |
| Cost of goods sold | | | 31,436 | | | | (8,423 | ) | (b) | | | 23,013 | |
| Selling general and administrative expenses | | | 19,100 | | | | (5,279 | ) | (b) | | | 13,821 | |
| Other expense (income), net | | | 78 | | | | (1,378 | ) | (b) | | | (1,300 | ) |
| Loss before income taxes | | | (11,209 | ) | | | | | | | | (2,874 | ) |
| Income taxes | | | (41 | ) | | | | | | | | (41 | ) |
| Net loss | | | (11,250 | ) | | | | | | | | (2,915 | ) |
| Net loss attributable to noncontrolling interest | | | 2,720 | | | | (2,720 | ) | (b) | | | - | |
| Net loss attributable to RiceBran Technologies shareholders | | | (8,530 | ) | | | | | | | | (2,915 | ) |
| Less - Dividends on preferred stock, beneficial conversion feature | | | 551 | | | | | | | | | 551 | |
| Net loss attributable to RiceBran Technologies common shareholders | | $ | (9,081 | ) | | | | | | | $ | (3,466 | ) |
| | | | | | | | | | | | | | |
| Loss per share attributable to common shareholders | | | | | | | | | | | | | |
| Basic | | $ | (0.97 | ) | | | | | | | $ | (0.37 | ) |
| Diluted | | $ | (0.97 | ) | | | | | | | $ | (0.37 | ) |
| | | | | | | | | | | | | | |
| Weighted average number of shares outstanding | | | | | | | | | | | | | |
| Basic | | | 9,338,370 | | | | | | | | | 9,338,370 | |
| Diluted | | | 9,338,370 | | | | | | | | | 9,338,370 | |
See Notes to Pro Forma Unaudited Condensed Consolidated Financial Statements
RiceBran Technologies
Pro Forma Condensed Consolidated Statements of Operations
Unaudited Year Ended December 31, 2015
(in thousands, except share and per share amounts)
| | | Historical | | | Nutr SA Divestiture Pro Forma Adjustments | | Notes | | Pro Forma | |
| | | | | | | | | | | |
| Revenues | | $ | 39,896 | | | $ | (16,601 | ) | (b) | | $ | 23,295 | |
| Cost of goods sold | | | 31,826 | | | | (15,949 | ) | (b) | | | 15,877 | |
| Selling general and administrative expenses | | | 14,346 | | | | (3,518 | ) | (b) | | | 10,828 | |
| Other expense, net | | | 4,476 | | | | (2,323 | ) | (b) | | | 2,153 | |
| Loss before income taxes | | | (10,752 | ) | | | | | | | | (5,563 | ) |
| Income taxes | | | 176 | | | | | | | | | 176 | |
| Net loss | | | (10,576 | ) | | | | | | | | (5,387 | ) |
| Net loss attributable to noncontrolling interest | | | 2,308 | | | | (2,308 | ) | (b) | | | - | |
| Net loss attributable to RiceBran Technologies shareholders | | | (8,268 | ) | | | | | | | | (5,387 | ) |
| Less Dividends on preferred stock, beneficial conversion feature | | | - | | | | | | | | | - | |
| Net loss attributable to RiceBran Technologies common shareholders | | $ | (8,268 | ) | | | | | | | $ | (5,387 | ) |
| | | | | | | | | | | | | | |
| Loss per share attributable to common shareholders | | | | | | | | | | | | | |
| Basic | | $ | (0.90 | ) | | | | | | | $ | (0.59 | ) |
| Diluted | | $ | (0.90 | ) | | | | | | | $ | (0.59 | ) |
| | | | | | | | | | | | | | |
| Weighted average number of shares outstanding | | | | | | | | | | | | | |
| Basic | | | 9,187,983 | | | | | | | | | 9,187,983 | |
| Diluted | | | 9,187,983 | | | | | | | | | 9,187,983 | |
See Notes to Pro Forma Unaudited Condensed Consolidated Financial Statements
RiceBran Technologies
Pro Forma Condensed Consolidated Balance Sheets
Unaudited September 30, 2017
(in thousands)
| | | Historical | | | Nutra SA Divestiture Pro Forma Adjustments | | Notes | | Pro Forma | |
| ASSETS | | | | | | | | | | |
| Cash and cash equivalents | | $ | 8,187 | | | $ | (615 | ) | (c) | | $ | 7,572 | |
| Restricted cash | | | 775 | | | | | | | | | 775 | |
| Accounts receivable, net | | | 1,384 | | | | | | | | | 1,384 | |
| Inventories | | | 758 | | | | | | | | | 758 | |
| Deposits and other current assets | | | 359 | | | | | | | | | 359 | |
| Property and equipment, net | | | 7,123 | | | | 50 | | (c) | | | 7,173 | |
| Intangible assets, net | | | 135 | | | | | | | | | 135 | |
| Assets held for sale | | | 14,183 | | | | (14,183 | ) | (d) | | | - | |
| Total assets | | $ | 32,904 | | | | | | | | $ | 18,156 | |
| | | | | | | | | | | | | | |
| LIABILITIES | | | | | | | | | | | | | |
| Accounts payable and accruals | | $ | 1,443 | | | | | | | | $ | 1,443 | |
| Long-term debt | | | 32 | | | | | | | | | 32 | |
| Derivative warrant liabilities | | | 769 | | | | | | | | | 769 | |
| Deferred tax liability | | | 29 | | | | | | | | | 29 | |
| Liabilities held for sale | | | 18,239 | | | | (18,239 | ) | (d) | | | - | |
| Total liabilities | | | 20,512 | | | | | | | | | 2,273 | |
| | | | | | | | | | | | | | |
| EQUITY | | | | | | | | | | | | | |
| Preferred stock | | | 738 | | | | | | | | | 738 | |
| Common stock | | | 278,079 | | | | | | | | | 278,079 | |
| Accumulated deficit | | | (260,802 | ) | | | (2,132 | ) | (e) | | | (262,934 | ) |
| Accumulated deficit attributable to noncontrolling interest | | | (1,370 | ) | | | 1,370 | | (f) | | | - | |
| Accumulated other comprehensive loss | | | (4,253 | ) | | | 4,253 | | (g) | | | - | |
| Total equity | | | 12,392 | | | | | | | | | 15,883 | |
| Total liabilities and equity | | $ | 32,904 | | | | | | | | $ | 18,156 | |
See Notes to Pro Forma Unaudited Condensed Consolidated Financial Statements
RiceBran Technologies
Notes to Pro Forma Unaudited Condensed Consolidated Financial Statements
The unaudited pro condensed consolidated forma financial statements give effect to the divestiture of Nutra SA, LLC (Nutra SA). The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2017 and 2016, and for the years ended December 31, 2016 and 2015, are presented as if the sale occurred as of the beginning of those periods. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2017, is presented as if the divestiture occurred on that date.
| (a) | These adjustments reflect the elimination of the results of operations of Nutra SA, which have been classified as discontinued operations in the historical financial statements since the second quarter of 2017. |
| (b) | These adjustments reflect the elimination of the results of operations of Nutra SA. |
| (c) | This adjustment reflects the $540 thousand cash paid at closing and $75 thousand of legal and other costs of the transaction, as well as the $50 thousand of Nutra SA property retained. |
| (d) | This adjustment reflects the elimination of the assets and liabilities of Nutra SA, which have been classified as held for sale in the historical financial statements since the second quarter of 2017. |
| (e) | This adjustment reflects the estimated loss arising from the transaction. The estimated loss has not been reflected in the accompanying statements of operations as it is considered to be nonrecurring in nature. No adjustment has been made to the to give effect to any potential post-closing adjustments under the terms of the agreement. |
| (f) | This adjustment reflects the elimination of the redeemable noncontrolling interest in Nutra SA, which was included in the determination of the loss on the divestiture. |
| (g) | This adjustment reflects the elimination of the cumulative foreign currency translation adjustment interest related to Nutra SA accounts, which was included in the determination of the loss on the divestiture. |
