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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/02/19 RiceBran Technologies 10-K 12/31/18 80:11M Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 833K 2: EX-21 Subsidiaries List HTML 27K 3: EX-23.1 Consent of Experts or Counsel HTML 24K 4: EX-23.2 Consent of Experts or Counsel HTML 24K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 32K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 26K 6: EX-32.2 Exhibit 31.2 HTML 31K 14: R1 Document and Entity Information HTML 59K 15: R2 Consolidated Balance Sheets HTML 112K 16: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K 17: R4 Consolidated Statements of Operations HTML 136K 18: R5 Consolidated Statements of Comprehensive Loss HTML 43K 19: R6 Consolidated Statements of Changes in HTML 112K Shareholders' Equity 20: R7 Consolidated Statements of Cash Flows HTML 147K 21: R8 Liquidity and Management's Plan HTML 30K 22: R9 Business and Summary of Significant Accounting HTML 58K Policies 23: R10 Acquisitions HTML 52K 24: R11 Discontinued Operations HTML 94K 25: R12 Income (Loss) Per Share (Eps) HTML 51K 26: R13 Concentration of Risk HTML 52K 27: R14 Property and Equipment HTML 45K 28: R15 Debt HTML 42K 29: R16 Equity, Share-Based Compensation, Warrants and HTML 287K Financing Transactions 30: R17 Income Taxes HTML 88K 31: R18 Fair Value Measurement HTML 43K 32: R19 Commitments and Contingencies HTML 35K 33: R20 Related Party Transactions HTML 29K 34: R21 Employee Transactions HTML 26K 35: R22 Subsequent Events HTML 29K 36: R23 Business and Summary of Significant Accounting HTML 108K Policies (Policies) 37: R24 Acquisitions (Tables) HTML 50K 38: R25 Discontinued Operations (Tables) HTML 103K 39: R26 Income (Loss) Per Share (Eps) (Tables) HTML 49K 40: R27 Concentration of Risk (Tables) HTML 59K 41: R28 Property and Equipment (Tables) HTML 44K 42: R29 Debt (Tables) HTML 39K 43: R30 Equity, Share-Based Compensation, Warrants and HTML 271K Financing Transactions (Tables) 44: R31 Income Taxes (Tables) HTML 83K 45: R32 Fair Value Measurement (Tables) HTML 39K 46: R33 Commitments and Contingencies (Tables) HTML 31K 47: R34 Liquidity and Management's Plan (Details) HTML 47K 48: R35 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 45K POLICIES, Business and Revenue Recognition (Details) 49: R36 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 33K POLICIES, Recent Accounting Guidance (Details) 50: R37 ACQUISITIONS, Identified Assets Acquired and HTML 116K Liabilities Assumed Based on Estimated Fair Value (Details) 51: R38 ACQUISITIONS, Pro Forma Financial Information HTML 39K (Details) 52: R39 DISCONTINUED OPERATIONS, Income (Loss) from HTML 124K Discontinued Operations (Details) 53: R40 DISCONTINUED OPERATIONS, Healthy Natural (Hn) HTML 49K (Details) 54: R41 DISCONTINUED OPERATIONS, Carrying Value of Assets HTML 68K and Liabilities, Healthy Natural (Hn) (Details) 55: R42 DISCONTINUED OPERATIONS, Nutra SA (Details) HTML 30K 56: R43 DISCONTINUED OPERATIONS, Components of Loss on HTML 86K Disposal, Nutra SA (Details) 57: R44 Income (Loss) Per Share (Eps) (Details) HTML 56K 58: R45 Concentration of Risk (Details) HTML 62K 59: R46 Property and Equipment (Details) HTML 64K 60: R47 Debt (Details) HTML 100K 61: R48 Equity, Share-Based Compensation, Warrants and HTML 64K Financing Transactions (Details) 62: R49 EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND HTML 81K FINANCING TRANSACTIONS, Warrants Outstanding (Details) 63: R50 EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND HTML 155K FINANCING TRANSACTIONS, Warrant Activity (Details) 64: R51 EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND HTML 162K FINANCING TRANSACTIONS, Transactions with Holders (Details) 65: R52 EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND HTML 63K FINANCING TRANSACTIONS, Other Warrant Issuances, Modifications and Exercises (Details) 66: R53 EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND HTML 76K FINANCING TRANSACTIONS, Other Common Stock Issuances (Details) 67: R54 EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND HTML 36K FINANCING TRANSACTIONS, Equity Incentive Plan (Details) 68: R55 EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND HTML 94K FINANCING TRANSACTIONS, Options (Details) 69: R56 EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND HTML 105K FINANCING TRANSACTIONS, Range of Exercise Price (Details) 70: R57 EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND HTML 177K FINANCING TRANSACTIONS, Restricted Stock Units (Details) 71: R58 EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND HTML 166K FINANCING TRANSACTIONS, Subsequent Issuances (Details) 72: R59 Income Taxes (Details) HTML 158K 73: R60 Fair Value Measurement (Details) HTML 41K 74: R61 Commitments and Contingencies (Details) HTML 64K 75: R62 Related Party Transactions (Details) HTML 71K 76: R63 Employee Transactions (Details) HTML 31K 77: R64 Subsequent Events (Details) HTML 28K 79: XML IDEA XML File -- Filing Summary XML 142K 78: EXCEL IDEA Workbook of Financial Reports XLSX 101K 8: EX-101.INS XBRL Instance -- ribt-20181231 XML 2.99M 10: EX-101.CAL XBRL Calculations -- ribt-20181231_cal XML 297K 11: EX-101.DEF XBRL Definitions -- ribt-20181231_def XML 1.42M 12: EX-101.LAB XBRL Labels -- ribt-20181231_lab XML 3.07M 13: EX-101.PRE XBRL Presentations -- ribt-20181231_pre XML 1.81M 9: EX-101.SCH XBRL Schema -- ribt-20181231 XSD 267K 80: ZIP XBRL Zipped Folder -- 0001140361-19-006270-xbrl Zip 304K
California
|
87-0673375
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
|
1330 Lake Robbins Drive, Suite 250
|
||
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
Emerging growth company ☐
|
PART I
|
Page
|
||
Item 1.
|
4
|
||
Item 1A.
|
10
|
||
Item 1B.
|
15
|
||
Item 2.
|
16
|
||
Item 3.
|
16
|
||
Item 4.
|
16
|
||
PART II
|
|||
Item 5.
|
17
|
||
Item 6.
|
17
|
||
Item 7.
|
18
|
||
Item 7A.
|
20
|
||
Item 8.
|
20
|
||
Item 9.
|
49 |
||
Item 9A.
|
49 | ||
Item 9B.
|
49 | ||
PART III
|
|||
Item 10.
|
50
|
||
Item 11.
|
50
|
||
Item 12.
|
50
|
||
Item 13.
|
50
|
||
Item 14.
|
50
|
||
PART IV
|
|||
Item 15.
|
50
|
||
54 |
Fat (oil)
|
18-23%
|
|
Protein
|
||
Total Dietary Fiber
|
20-30%
|
|
Moisture
|
4-8%
|
|
Ash
|
6-14%
|
|
Calories
|
3.2 kcal/gram
|
1. |
Building a stronger pipeline of sales and growth from existing and new customers:
During much of 2018 we repositioned and strengthened our sales team to take advantage of customer types and geographic reach. We continue to add expertise in companion animal, snacks and bakery, protein, and fiber areas to complement
our existing selling strengths in equine and lifestyle markets.
|
2. |
Concurrently working to strengthen our bran supply, with a particular focus on expanding
in the Delta region of the U.S.: We continue to meet with numerous participants in the U.S. rice milling industry to expand our footprint with additional bran supplies. We are focused on building a stronger presence in the
Delta region of the U.S. rice industry, particularly in Arkansas and Louisiana, which typically account for near 70% of the U.S. rice harvest (nearly 50% in Arkansas alone). As such, we acquired Golden Ridge in Wynne, Arkansas in
November 2018. We believe that Golden Ridge’s operations will add meaningful sales and EBITDA in 2019 with significant room for expansion of SRB production. We expect this mill to be an important component of our SRB supply in the
Arkansas region. Building a stronger presence in the Delta will also provide us with logistical benefits to serve our customers located east of the Rocky Mountains. We intend to invest in strategic initiatives, including a
significant expansion of the production capacity and construction of a world-class bran room capable of producing new, innovative, and technology-driven SRB products at Golden Ridge. We also remain committed to building a strong
presence in California, which typically accounts for over 20% of the U.S. rice harvest.
|
3. |
Driving operational efficiencies and cost and expense reductions: We are focused
on improving our operational efficiencies while driving cost and expense reductions. Accounting cost absorption has been an historical issue for us, and we hope to improve absorption by driving greater volumes through our existing
facilities, which should reduce our costs per unit of production. We have made considerable efforts to lower costs and expenses as well in areas related to headcount, salaries and wages, travel and entertainment, and shop supply
purchases.
|
4. |
Consolidation of our operating footprint: We are focused on building our market
presence in the Delta (Arkansas and Louisiana) in addition to our traditional focus in the Sacramento Valley region of California. We recently occupied a 59,800 square foot distribution, processing, and office facility in West
Sacramento, CA. This facility provides us with a food grade building that will help us better meet our customer needs. We transitioned to a new corporate office in The Woodlands, Texas, during the second quarter of 2018. The
Woodlands is located near Houston-Bush Intercontinental Airport, one of the most active airports in the U.S., and is a suburb of Houston, one of the fastest growing SMAs in the U.S. The Woodlands is about a 2 to 3-hour drive from our
existing facilities in Mermentau and Lake Charles, Louisiana, and provides us flights of 75 minutes or less to reach most of the key rice milling areas of the Delta states. The large corporate population – the Houston SMA is habited
by 54 Fortune 1000 companies – provides us a large pool of possible employees versed in public company needs. In addition, both regions allow us to partner with an established scientific and university community at and around
institutions like University of California-Davis and Texas A&M.
|
5. |
New product development: We are focused on extending our proprietary product and
process technologies, finding new products and processes, and working to define new niches for existing products. We believe the acquisition of Golden Ridge will provide us with a platform to develop new products derived from SRB to
expand growth opportunities.
|
Location
|
Status
|
Primary Use
|
||
West Sacramento, California
|
Leased
|
Warehousing
|
||
Mermentau, Louisiana
|
Owned
|
Manufacturing
|
||
Lake Charles, Louisiana
|
Building – owned
|
Warehouse
|
||
Land – leased
|
||||
Dillon, Montana
|
Owned
|
Manufacturing
|
||
The Woodlands, Texas
|
Leased
|
Administrative, corporate office
|
||
Wynne, Arkansas
|
Owned
|
Manufacturing
|
Years Ended December 31
|
Change
|
|||||||||||
2018
|
2017
|
%
|
||||||||||
(in thousands)
|
||||||||||||
Revenues
|
$
|
14,762
|
$
|
13,355
|
10.5
|
|||||||
Cost of goods sold
|
11,780
|
9,564
|
(23.2
|
)
|
||||||||
Gross profit
|
2,982
|
3,791
|
(21.3
|
)
|
||||||||
Gross profit %
|
20.2
|
%
|
28.4
|
%
|
||||||||
Selling, general and administrative expenses
|
11,194
|
9,888
|
(13.2
|
)
|
||||||||
Loss from operations
|
(8,212
|
)
|
(6,097
|
)
|
(34.7
|
)
|
||||||
Other income (expense):
|
||||||||||||
Interest expense
|
(12
|
)
|
(1,623
|
)
|
||||||||
Change in fair value of derivative warrant liabilities
|
-
|
670
|
||||||||||
Loss on extinguishment of debt
|
-
|
(8,290
|
)
|
|||||||||
Other, net
|
168
|
125
|
||||||||||
Total other (expense) income
|
156
|
(9,118
|
)
|
|||||||||
Loss before income taxes
|
$
|
(8,056
|
)
|
$
|
(15,215
|
)
|
Years Ended December 31
|
||||||||
2018
|
2017
|
|||||||
Cash flow from operating activities of continuing operations:
|
||||||||
Loss from continuing operations
|
$
|
(8,101
|
)
|
$
|
(10,185
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
773
|
757
|
||||||
Stock and share-based compensation
|
886
|
1,073
|
||||||
Change in fair value of derivative warrant and conversion liabilities
|
-
|
(670
|
)
|
|||||
Loss on extinguishment of debt
|
-
|
8,290
|
||||||
Interest accreted
|
-
|
1,000
|
||||||
Deferred taxes
|
-
|
(5,046
|
)
|
|||||
Other
|
(14)
|
32
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
331
|
(179
|
)
|
|||||
Inventories
|
(138
|
)
|
279
|
|||||
Accounts payable and accrued expenses
|
1,111
|
(679
|
)
|
|||||
Other
|
(89
|
)
|
303
|
|||||
Net cash used in operating activities of continuing operations
|
$
|
(5,241
|
)
|
$
|
(5,025
|
)
|
Amounts billed and due from our customers are classified as accounts receivables on our consolidated balance sheets and require payment on a short-term basis. Invoices are generally issued at the point control transfers and substantially all of our invoices due within 30 days or less. Periodically, we require payment prior to the point in time we recognize revenue. Amounts received from customers prior to revenue recognition on a contract are contract liabilities, are classified as unearned revenue on our consolidated balance sheets and are typically applied to an invoice within 30 days of receipt. Revenues recognized in 2018 include less than $0.1 million in unearned revenue as of January 1, 2018.
Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling product orders. Incidental items that are immaterial in the context of the contract are recognized as expense. Our contracts do not include a significant financing component. Our contracts may include terms that could cause variability in the transaction price, including, for example, rebates and volume discounts, or other forms of contingent revenue. The amount of consideration we expect to receive and revenue we recognize includes estimates of variable consideration, including costs for rebates and discounts. If the consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or most likely amount method. As of December 31, 2018, we have $0.1 million of contract liabilities recorded.
Incremental costs of obtaining a revenue contract are capitalized and amortized on a straight-line basis over the expected customer relationship period if we expect to recover those costs. As a practical expedient, we expense costs to obtain a contract as incurred if the amortization period would have been a year or less. Typically, costs to incur revenue contracts are not significant.
2018
|
2017
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
7,044
|
$
|
6,203
|
||||
Restricted cash
|
225
|
775
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $14 and $8
|
2,529
|
1,273
|
||||||
Purchase price working
capital receivable
|
1,147
|
-
|
||||||
Inventories
|
||||||||
Finished goods
|
856
|
564
|
||||||
Packaging
|
102
|
114
|
||||||
Deposits and other current assets
|
610
|
519
|
||||||
Total current assets
|
12,513
|
9,448
|
||||||
Property and equipment, net
|
15,010
|
7,850
|
||||||
Goodwill
|
3,178
|
-
|
||||||
Other long-term assets, net
|
16
|
63
|
||||||
Total assets
|
$
|
30,717
|
$
|
17,361
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
1,583
|
$
|
765
|
||||
Commodities payable
|
2,735
|
-
|
||||||
Accrued salary, wages and benefits
|
933
|
773
|
||||||
Accrued expenses
|
520 |
741
|
||||||
Unearned revenue
|
145
|
75
|
||||||
Escrow liability
|
259
|
258
|
||||||
Note payable to seller of Golden Ridge
|
609
|
-
|
||||||
Long term debt, current portion
|
77
|
4
|
||||||
Total current liabilities
|
6,861
|
2,616
|
||||||
Long term debt, less current portion
|
145
|
12
|
||||||
Total liabilities
|
7,006
|
2,628
|
||||||
Commitments and contingencies
|
||||||||
Shareholders’ Equity:
|
||||||||
Preferred stock, 20,000,000 shares authorized:
|
||||||||
Series G, convertible, 3,000 shares authorized, 405 and 630 shares issued and outstanding in 2018
and 2017, respectively
|
201
|
313
|
||||||
Common stock, no par value, 50,000,000 shares authorized, 29,098,207 and 18,046,731shares issued and outstanding
|
296,739
|
279,548
|
||||||
Accumulated deficit
|
(273,229
|
)
|
(265,128
|
)
|
||||
Total shareholders’ equity
|
23,711
|
14,733
|
||||||
Total liabilities and shareholders’ equity
|
$ | 30,717 | $ |
17,361
|
2018
|
2017
|
|||||||
Revenues
|
$
|
14,762
|
$
|
13,355
|
||||
Cost of goods sold
|
11,780
|
9,564
|
||||||
Gross profit
|
2,982
|
3,791
|
||||||
Selling, general and administrative expenses
|
11,194
|
9,888
|
||||||
Loss from continuing operations before other income (expense)
|
(8,212
|
)
|
(6,097
|
)
|
||||
Other income (expense):
|
||||||||
Interest expense
|
(12
|
)
|
(1,623
|
)
|
||||
Change in fair value of derivative warrant liabilities
|
-
|
670
|
||||||
Loss on extinguishment of debt
|
-
|
(8,290
|
)
|
|||||
Other income
|
193
|
307
|
||||||
Other expense
|
(25
|
)
|
(182
|
)
|
||||
Total other income (expense)
|
156
|
(9,118
|
)
|
|||||
Loss from continuing operations before income taxes
|
(8,056
|
)
|
(15,215
|
)
|
||||
Income tax (expense) benefit
|
(45
|
)
|
5,030
|
|||||
Loss from continuing operations
|
(8,101
|
)
|
(10,185
|
)
|
||||
Income from discontinued operations, net of tax
|
-
|
3,983
|
||||||
Net loss
|
(8,101
|
)
|
(6,202
|
)
|
||||
Less - Net loss attributable to noncontrolling interest in discontinued operations
|
-
|
(1,671
|
)
|
|||||
Net loss attributable to RiceBran Technologies shareholders
|
(8,101
|
)
|
(4,531
|
)
|
||||
Less - Dividends on preferred stock, beneficial conversion feature
|
-
|
778
|
||||||
Net loss attributable to RiceBran Technologies common shareholders
|
$
|
(8,101
|
)
|
$
|
(5,309
|
)
|
||
Basic earnings (loss) per common share:
|
||||||||
Continuing operations
|
$
|
(0.37
|
)
|
$
|
(0.92
|
)
|
||
Discontinued operations
|
-
|
0.47
|
||||||
Basic loss per common share - RiceBran Technologies
|
$
|
(0.37
|
)
|
$
|
(0.45
|
)
|
||
Diluted earnings (loss) per common share:
|
||||||||
Continuing operations
|
$
|
(0.37
|
)
|
$
|
(0.92
|
)
|
||
Discontinued operations
|
-
|
0.47
|
||||||
Diluted loss per common share - RiceBran Technologies
|
$
|
(0.37
|
)
|
$
|
(0.45
|
)
|
||
Weighted average number of shares outstanding:
|
||||||||
Basic
|
22,099,149
|
11,923,923
|
||||||
Diluted
|
22,099,149
|
11,923,923
|
2018
|
2017
|
|||||||
Net loss
|
$
|
(8,101
|
)
|
$
|
(6,202
|
)
|
||
Other comprehensive income - foreign currency translation, net of tax
|
-
|
184
|
||||||
Comprehensive loss, net of tax
|
(8,101
|
)
|
(6,018
|
)
|
||||
Less - Comprehensive loss attributable to noncontrolling interest, net of tax
|
-
|
(1,614
|
)
|
|||||
Total comprehensive loss attributable to RiceBran Technologies shareholders
|
$
|
(8,101
|
)
|
$
|
(4,404
|
)
|
Shares
|
|
Accumulated
Deficit
Attributable to
Noncontrolling
Interest in
|
Accumulated
Other
Comp-
|
|||||||||||||||||||||||||||||||||
Preferred
|
Preferred
|
Common
|
Accumulated
|
Discontinued
|
rehensive |
Equity
|
||||||||||||||||||||||||||||||
Series F
|
Series G
|
Common
|
Stock
|
Stock
|
Deficit
|
Operations
|
Loss
|
|||||||||||||||||||||||||||||
Balance, January 1, 2017
|
-
|
-
|
10,790,351
|
$
|
-
|
$
|
264,232
|
$
|
(259,819
|
)
|
$
|
(699
|
)
|
$
|
(4,346
|
)
|
$
|
(632
|
)
|
|||||||||||||||||
Common stock awards under equity incentive plans
|
-
|
-
|
642,839
|
-
|
947
|
-
|
-
|
-
|
947
|
|||||||||||||||||||||||||||
Dividend on preferred stock - beneficial conversion feature
|
-
|
-
|
-
|
-
|
778
|
(778
|
)
|
-
|
-
|
-
|
||||||||||||||||||||||||||
Modification of senior debenture holder warrants
|
-
|
-
|
-
|
-
|
582
|
-
|
-
|
-
|
582
|
|||||||||||||||||||||||||||
Modification of subordinated note holder warrants
|
-
|
-
|
-
|
-
|
117
|
-
|
-
|
-
|
117
|
|||||||||||||||||||||||||||
Reclassification of preferred stock to equity from temporary equity
|
3,000
|
2,000
|
-
|
1,545
|
-
|
-
|
-
|
-
|
1,545
|
|||||||||||||||||||||||||||
Change in classification of warrants to equity from liability
|
-
|
-
|
-
|
-
|
7,980
|
-
|
-
|
-
|
7,980
|
|||||||||||||||||||||||||||
Conversion of preferred stock into common stock
|
(3,000
|
)
|
(1,370
|
)
|
3,300,118
|
(1,232
|
)
|
1,232
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Proceeds from sale of common stock, net of costs
|
-
|
-
|
2,654,732
|
-
|
2,730
|
-
|
-
|
-
|
2,730
|
|||||||||||||||||||||||||||
Exercise of warrants
|
-
|
-
|
614,610
|
-
|
848
|
-
|
-
|
-
|
848
|
|||||||||||||||||||||||||||
Other
|
-
|
-
|
44,081
|
-
|
102
|
-
|
-
|
-
|
102
|
|||||||||||||||||||||||||||
Proceeds from sale of membership interests
|
-
|
-
|
-
|
-
|
-
|
-
|
650
|
-
|
650
|
|||||||||||||||||||||||||||
Foreign currency translation
|
-
|
-
|
-
|
-
|
-
|
-
|
56
|
128
|
184
|
|||||||||||||||||||||||||||
Nutra SA divestiture
|
-
|
-
|
-
|
-
|
-
|
-
|
1,664
|
4,218
|
5,882
|
|||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(4,531
|
)
|
(1,671
|
)
|
-
|
(6,202
|
)
|
||||||||||||||||||||||||
Balance, December 31, 2017
|
-
|
630
|
18,046,731
|
313
|
279,548
|
(265,128
|
)
|
-
|
-
|
14,733
|
||||||||||||||||||||||||||
Common stock awards under equity incentive plans
|
-
|
-
|
270,541
|
-
|
710
|
-
|
-
|
-
|
710
|
|||||||||||||||||||||||||||
Exercise of options
|
-
|
-
|
32,500
|
-
|
28
|
-
|
-
|
-
|
28
|
|||||||||||||||||||||||||||
Conversion of preferred stock into common stock
|
-
|
(225
|
)
|
213,523
|
(112
|
)
|
112
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Exercise of warrants
|
-
|
-
|
8,826,230
|
-
|
11,106
|
-
|
-
|
-
|
11,106
|
|||||||||||||||||||||||||||
Acquisition of Golden Ridge
|
-
|
-
|
1,666,667
|
-
|
5,000
|
-
|
-
|
-
|
5,000
|
|||||||||||||||||||||||||||
Other
|
-
|
-
|
42,015
|
-
|
235
|
-
|
-
|
-
|
235
|
|||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(8,101
|
)
|
-
|
-
|
(8,101
|
)
|
|||||||||||||||||||||||||
Balance, December 31, 2018
|
-
|
405
|
29,098,207
|
$
|
201
|
$
|
296,739
|
$
|
(273,229
|
)
|
$
|
-
|
$
|
-
|
$
|
23,711
|
2018
|
2017
|
|||||||
Cash flow from operating activities:
|
||||||||
Net loss
|
$
|
(8,101
|
)
|
$
|
(6,202
|
)
|
||
Income from discontinued operations
|
-
|
3,983
|
||||||
Loss from continuing operations
|
(8,101
|
)
|
(10,185
|
)
|
||||
Adjustments to reconcile net loss from continuing operation to net cash used in operating activities of continuing operations:
|
||||||||
Depreciation and amortization
|
773
|
757
|
||||||
Stock and share-based compensation
|
886
|
1,073
|
||||||
Change in fair value of derivative warrant and conversion liabilities
|
-
|
(670
|
)
|
|||||
Loss on extinguishment of debt
|
-
|
8,290
|
||||||
Interest accreted
|
-
|
1,000
|
||||||
Deferred taxes
|
-
|
(5,046
|
)
|
|||||
Other
|
(14
|
) |
32
|
|||||
Changes in operating assets and liabilities (net of acquisition):
|
||||||||
Accounts receivable
|
331 |
(179
|
)
|
|||||
Inventories
|
(138
|
)
|
279
|
|||||
Accounts payable and accrued expenses
|
1,111
|
(679
|
)
|
|||||
Other
|
(89
|
)
|
303
|
|||||
Net cash used in operating activities of continuing operations
|
(5,241
|
)
|
(5,025
|
)
|
||||
Net cash provided by operating activities of discontinued operations
|
-
|
1,251
|
||||||
Net cash used in operating activities
|
(5,241
|
)
|
(3,774
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Acquisition of Golden Ridge, net of cash acquired
|
(1,862
|
)
|
-
|
|||||
Disbursement of notes receivable
|
(475
|
)
|
-
|
|||||
Purchases of property and equipment
|
(3,248
|
)
|
(862
|
)
|
||||
Net cash used in investing activities of continuing operations
|
(5,585
|
)
|
(862
|
)
|
||||
Net cash provided by investing activities of discontinued operations
|
-
|
16,001
|
||||||
Net cash provided by (used in) investing activities
|
(5,585
|
)
|
15,139
|
|||||
Cash flows from financing activities:
|
||||||||
Proceeds from warrant exercises
|
11,106
|
-
|
||||||
Payments of debt
|
(16
|
)
|
(19,744
|
)
|
||||
Proceeds from issuance of debt, net of issuance costs
|
-
|
3,779
|
||||||
Proceeds from issuance of debt and warrants, net of issuance costs
|
-
|
5,518
|
||||||
Proceeds from issuance of preferred stock and warrants, net of issuance costs
|
-
|
1,747
|
||||||
Proceeds from issuance of common stock, net of issuance costs
|
-
|
2,778
|
||||||
Other
|
27
|
(23
|
)
|
|||||
Net cash provided by (used in) provided by financing activities of continuing
operations
|
11,117
|
(5,945
|
)
|
|||||
Net cash provided by financing activities of discontinued operations
|
-
|
1,062
|
||||||
Net cash (used in) provided by financing activities
|
11,117
|
(4,883
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents of discontinued
operations
|
-
|
154
|
||||||
Net change in cash and cash equivalents and restricted cash
|
$
|
291
|
$
|
6,636
|
||||
Cash and cash equivalents and restricted cash, beginning of period
|
||||||||
Cash and cash equivalents
|
$
|
6,203
|
$
|
342
|
||||
Restricted cash
|
775
|
-
|
||||||
Cash and cash equivalents and restricted cash, beginning of period
|
6,978
|
342
|
||||||
Cash and cash equivalents and restricted cash, end of period
|
||||||||
Cash and cash equivalents
|
7,044
|
6,203
|
||||||
Restricted cash
|
225
|
775
|
||||||
Cash and cash equivalents and restricted cash, end of period
|
7,269
|
6,978
|
||||||
Net change in cash and cash equivalents and restricted cash
|
$
|
291
|
$
|
6,636
|
||||
Supplemental disclosures, continuing operations:
|
||||||||
Cash paid for interest of continuing operations
|
$
|
10
|
$
|
811
|
· |
Cash and cash equivalents increased $0.8 million, from $6.2 million as of December 31, 2017, to $7.0 million as of December 31, 2018.
|
· |
Our $7.0 million cash position at December 31, 2018 exceeds our $5.2 million negative cash flow from operating activities of continuing operations.
|
· |
Subsequent to year end 2018, we completed with strategic institutional investors including Continental Grain Company, DG Capital Management and Dillon Hill Capital, a
private placement of 3,046,668 shares of common stock and a pre-funded warrant exercisable into 1,003,344 shares of common stock for aggregate gross proceeds of approximately $12.1 million, as discussed further in Note 9. We also
received approximately $2.0 million in proceeds from warrant holders for warrants exercised in March 2019, discussed further in Note 9.
|
Amounts billed and due from our customers are classified as accounts receivables on our consolidated balance sheets and require payment on a short-term basis. Invoices are generally issued at the point control transfers and substantially all of our invoices are due within 30 days or less. Periodically, we require payment prior to the point in time we recognize revenue. Amounts received from customers prior to revenue recognition on a contract are contract liabilities, are classified as unearned revenue on our consolidated balance sheets and are typically applied to an invoice within 30 days of receipt. Revenues recognized in 2018 include less than $0.1 million in unearned revenue as of January 1, 2018.
On December 22, 2017, the United States enacted significant changes to U.S. tax law following the passage and signing of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the Tax Cuts and Jobs Act or TCJA). The TCJA permanently reduces the U.S. federal corporate tax rate from a maximum 35% to 21%, eliminates corporate Alternative Minimum Tax, modified rules for expensing capital investment, limits the deduction of interest expense for certain companies and has international tax consequences for companies that operate internationally. Most of the changes introduced in the TCJA are effective beginning on January 1, 2018.
1,666,667 shares of common stock, at fair value of $3.00 per share at Closing
|
$
|
5,000
|
||
Golden Ridge financial liabilities paid for the seller
|
2,661
|
|||
Cash
|
250
|
|||
Note payable to seller
|
609
|
|||
Working Capital Adjustment Receivable
|
(1,147
|
) |
||
Total fair value of consideration transferred
|
7,373
|
|||
Cash
|
409
|
|||
Accounts Receivable
|
1,587
|
|||
Inventories
|
103
|
|||
Property and equipment
|
5,092
|
|||
Accounts Payable
|
(222
|
)
|
||
Commodities Payable
|
(2,559
|
)
|
||
Accrued Expenses
|
(12
|
)
|
||
Equipment Notes
|
(203
|
)
|
||
Net recognized amounts of identifiable assets acquired
|
4,195
|
|||
Goodwill
|
$
|
3,178
|
|
Years Ended December 31
|
|||||||
2018
|
2017
|
|||||||
Revenues
|
$
|
30,289
|
$
|
24,955
|
||||
Net loss from continuing operations
|
$
|
(10,601
|
)
|
$
|
(10,363
|
)
|
||
Net loss per share attributable to common shareholders
|
$
|
(0.45
|
)
|
$
|
(0.40
|
)
|
||
Weighted average number of common shares outstanding - Basic and Diluted
|
23,615,131
|
13,590,590
|
2017
|
||||||||||||
HN
|
Nutra SA
|
Total
|
||||||||||
Revenues
|
$
|
9,902
|
$
|
12,209
|
$
|
22,111
|
||||||
Cost of goods sold
|
(6,651
|
)
|
(12,517
|
)
|
(19,168
|
)
|
||||||
Selling, general and administrative expenses
|
(462
|
)
|
(3,188
|
)
|
(3,650
|
)
|
||||||
Other income (expense)
|
-
|
(1,224
|
)
|
(1,224
|
)
|
|||||||
Income (loss) from operations, before income taxes
|
2,789
|
(4,720
|
)
|
(1,931
|
)
|
|||||||
Income tax expense
|
(1,048
|
)
|
-
|
(1,048
|
)
|
|||||||
Income (loss) from operations, net of tax
|
1,741
|
(4,720
|
)
|
(2,979
|
)
|
|||||||
Gain (loss) on sale or disposition
|
12,883
|
(1,897
|
)
|
10,986
|
||||||||
Income tax benefit (expense)
|
(4,719
|
)
|
695
|
(4,024
|
)
|
|||||||
Gain (loss) on sale or disposition, net of tax
|
8,164
|
(1,202
|
)
|
6,962
|
||||||||
Income (loss) from discontinued operations, net of tax
|
$
|
9,905
|
$
|
(5,922
|
)
|
$
|
3,983
|
|||||
Net cash provided by (used in) operating activities
|
$
|
2,403
|
$
|
(1,152
|
)
|
$
|
1,251
|
|||||
Net cash used in investing activities
|
16,693
|
(692
|
)
|
16,001
|
||||||||
Net cash provided by (used in) financing activities
|
(52
|
)
|
1,114
|
1,062
|
||||||||
Effect of exchange rate changes on cash and cash equivalents
|
-
|
154
|
154
|
|||||||||
Net cash provided by (used in) continuing operations
|
$
|
19,044
|
$
|
(576
|
)
|
$
|
18,468
|
|||||
Depreciation included in cost of goods sold
|
$
|
96
|
$
|
897
|
$
|
993
|
||||||
Depreciation included in selling, general and administrative expenses
|
49
|
56
|
105
|
|||||||||
Capital expenditures
|
18
|
142
|
160
|
Accounts receivable, net
|
$
|
871
|
||
Inventories
|
1,987
|
|||
Other current assets
|
47
|
|||
Property and equipment
|
871
|
|||
Intangible
|
791
|
|||
Other
|
24
|
|||
Assets
|
4,591
|
|||
Accounts payable
|
759
|
|||
Accrued expenses
|
290
|
|||
Liabilities
|
1,049
|
|||
Net assets sold
|
$
|
3,542
|
Cash
|
$
|
20
|
||
Accounts receivable, net
|
653
|
|||
Inventories
|
630
|
|||
Other current assets
|
413
|
|||
Property and equipment
|
10,070
|
|||
Other
|
1,435
|
|||
Accounts payable
|
(2,560
|
)
|
||
Accrued expenses
|
(7,878
|
)
|
||
Debt
|
(7,345
|
)
|
||
Net liabilities disposed
|
(4,562
|
)
|
||
Foreign curency translation adjustment
|
4,218
|
|||
Redeemable noncontrolling interest
|
1,663
|
|||
Payments to purchaser at disposal
|
540
|
|||
Other
|
37
|
|||
Loss on disposal of Nutra SA
|
1,896
|
|||
Income tax benefit
|
(694
|
)
|
||
Loss on disposal of Nutra SA, net of tax
|
$
|
1,202
|
Years Ended December 31
|
||||||||
2018
|
2017
|
|||||||
NUMERATOR (in thousands):
|
||||||||
Basic and diluted - loss from continuing operations
|
$
|
(8,101
|
)
|
$
|
(10,185
|
)
|
||
Dividend on preferred stock--beneficial conversion feature
|
-
|
(778
|
)
|
|||||
Basic and diluted - adjusted loss from continuing operations
|
$
|
(8,101
|
)
|
$
|
(10,963
|
)
|
||
DENOMINATOR (in thousands):
|
||||||||
Basic EPS - weighted average number of common shares outstanding
|
22,099,149
|
11,923,923
|
||||||
Effect of dilutive securities outstanding
|
-
|
-
|
||||||
Diluted EPS - weighted average number of shares outstanding
|
22,099,149
|
11,923,923
|
||||||
|
||||||||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive:
|
||||||||
Stock options
|
911,264
|
514,961
|
||||||
Warrants
|
16,383,944
|
21,588,045
|
||||||
Convertible preferred stock
|
581,680
|
2,529,872
|
||||||
Restricted stock units
|
623,603
|
601,986
|
||||||
|
||||||||
Weighted average number of nonvested shares of common stock not included in diluted EPS because effect would be
antidilutive
|
1,169,986
|
1,249,234
|
Customer
|
||||||||||||||||
A
|
B
|
C
|
D
|
|||||||||||||
% of revenue, 2018
|
17
|
%
|
14
|
%
|
1
|
%
|
4
|
%
|
||||||||
% of revenue, 2017
|
17
|
%
|
14
|
%
|
0
|
%
|
0
|
%
|
||||||||
% of accounts receivable, as of December 31, 2018
|
13
|
%
|
0
|
%
|
16
|
%
|
14
|
%
|
||||||||
% of accounts receivable, as of December 31, 2017
|
25
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
Years Ended December 31
|
||||||||
2018
|
2017
|
|||||||
United States
|
$
|
13,469
|
$
|
12,196
|
||||
Other international
|
1,293
|
1,159
|
||||||
Revenues
|
$
|
14,762
|
$
|
13,355
|
Years Ended December 31
|
||||||||
2018
|
2017
|
|||||||
Food
|
$
|
8,600
|
$
|
7,525
|
||||
Animal nutrition
|
6,162
|
5,830
|
||||||
Revenues
|
$
|
14,762
|
$
|
13,355
|
December 31
|
|
||||||||
2018
|
2017
|
Estimated Useful Lives
|
|||||||
Land
|
$
|
585
|
$
|
237
|
|
||||
Furniture and fixtures
|
430
|
311
|
5-7 years
|
||||||
Plant
|
8,613
|
6,580
|
30 years, or life of lease
|
||||||
Computer and software
|
1,295
|
1,207
|
3-5 years
|
||||||
Leasehold improvements
|
681
|
274
|
4-7 years or life of lease
|
||||||
Machinery and equipment
|
13,528
|
8,677
|
5-10 years
|
||||||
Property and equipment, cost
|
25,132
|
17,286
|
|
||||||
Less accumulated depreciation
|
10,122
|
9,436
|
|
||||||
Property and equipment, net
|
$
|
15,010
|
$
|
7,850
|
|
Equipment
Notes
|
Capital
Lease
Obligations
|
Note
Payable to
Seller
|
Total Debt
|
|||||||||||||
2019
|
$
|
32
|
$
|
45
|
$
|
609
|
$
|
686
|
||||||||
2020
|
22
|
48
|
-
|
70
|
||||||||||||
2021
|
23
|
32
|
-
|
55
|
||||||||||||
2022
|
14
|
6
|
-
|
20
|
||||||||||||
Total
|
$
|
91
|
$
|
131
|
$
|
609
|
$
|
831
|
Years Ended December 31
|
||||||||
2018
|
2017
|
|||||||
Stock options
|
$
|
132
|
$
|
176
|
||||
Common stock, vested at issuance and nonvested at issuance
|
476
|
744
|
||||||
Restricted stock units
|
102
|
27
|
||||||
Compensation expense related to common stock awards issued under equity incentive plans
|
$
|
710
|
$
|
947
|
Range of
Exercise Prices
|
Shares
Under
Warrants
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Shares
Under
Warrants,
Exercisable
Cashless
|
Shares
Under
Warrants
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|||||||||||||||||||||||
(1
|
)
|
|||||||||||||||||||||||||||||
$
|
0.96
|
6,945,994
|
$
|
0.96
|
3.1
|
3,774,344
|
12,972,832
|
$
|
0.96
|
4.1
|
||||||||||||||||||||
$
|
1.60
|
-
|
NA
|
NA
|
-
|
300,000
|
1.60
|
2.4
|
||||||||||||||||||||||
$
|
2.00
|
50,000
|
2.00
|
4.1
|
-
|
2,660,000
|
2.00
|
3.6
|
||||||||||||||||||||||
$
|
3.30
|
600,000
|
3.30
|
0.3
|
-
|
-
|
NA
|
NA
|
||||||||||||||||||||||
$
|
5.25 to $5.87
|
2,571,670
|
5.34
|
0.5
|
384,536
|
3,156,670
|
5.33
|
1.7
|
||||||||||||||||||||||
$
|
6.55 to $16.80
|
85,050
|
6.63
|
0.5
|
85,050
|
2,067,771
|
6.61
|
1.0
|
||||||||||||||||||||||
10,252,714
|
$
|
2.25
|
2.3
|
4,243,930
|
21,157,273
|
$
|
2.30
|
3.4
|
(1) |
Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. The shares listed
represent the shares holders could exercise cashless as of December 31, 2018. If we register for resale the shares subject to warrants, the holders of some of the warrants may no longer have the right to elect a cashless exercise.
Should we fail to maintain a registration statement for the resale of shares under certain other warrants, the shares under those warrants may again become exercisable using a cashless exercise feature.
|
Equity Warrants
|
Liability Warrants
|
|||||||||||||||||||||||
Shares
Underlying
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Shares
Underlying
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|||||||||||||||||||
Outstanding, January 1, 2017
|
6,364,110
|
$
|
5.77
|
2.44
|
4,474,868
|
$
|
1.82
|
3.3
|
||||||||||||||||
Issued
|
25,000
|
0.96
|
5.01
|
11,783,163
|
0.96
|
5.0
|
||||||||||||||||||
Impact of repricing senior debenture purchaser warrants:
|
||||||||||||||||||||||||
Prior to repricing
|
(875,000
|
)
|
5.49
|
2.1
|
-
|
NA
|
NA
|
|||||||||||||||||
After repricing
|
875,000
|
0.96
|
5.5
|
-
|
NA
|
NA
|
||||||||||||||||||
Impact of repricing subordinated note holder warants:
|
||||||||||||||||||||||||
Prior to repricing
|
(289,669
|
)
|
5.25
|
3.3
|
-
|
NA
|
NA
|
|||||||||||||||||
After repricing
|
289,669
|
0.96
|
3.3
|
-
|
NA
|
NA
|
||||||||||||||||||
Impact of anti-dilution clauses:
|
||||||||||||||||||||||||
Prior to impact
|
-
|
NA
|
NA
|
(1,489,868
|
)
|
1.50
|
0.8
|
|||||||||||||||||
After impact
|
-
|
NA
|
NA
|
2,327,919
|
0.96
|
0.8
|
||||||||||||||||||
Transfer from liability to equity
|
14,768,163
|
1.16
|
4.8
|
(14,768,163
|
)
|
1.16
|
4.8
|
|||||||||||||||||
Exercised
|
-
|
NA
|
NA
|
(2,327,919
|
)
|
0.96
|
-
|
|||||||||||||||||
Outstanding, December 31, 2017
|
21,157,273
|
2.30
|
3.4
|
-
|
NA
|
NA
|
||||||||||||||||||
Issued
|
315,000
|
4.73
|
NA
|
-
|
NA
|
NA
|
||||||||||||||||||
Impact of warrant modification:
|
||||||||||||||||||||||||
Prior to modifcation
|
(850,000
|
)
|
5.27
|
1.6
|
-
|
NA
|
NA
|
|||||||||||||||||
After modification
|
600,000
|
3.30
|
0.6
|
-
|
NA
|
NA
|
||||||||||||||||||
Exercised cashless
|
(300,000
|
)
|
1.60
|
1.8
|
-
|
NA
|
NA
|
|||||||||||||||||
Exercised for cash
|
(8,686,838
|
)
|
1.28
|
3.6
|
-
|
NA
|
NA
|
|||||||||||||||||
Expired
|
(1,982,721
|
)
|
6.61
|
-
|
-
|
NA
|
NA
|
|||||||||||||||||
Outstanding, December 31, 2018
|
10,252,714
|
$
|
2.25
|
2.3
|
-
|
NA
|
NA
|
|||||||||||||||||
Exercisable, December 31, 2018
|
10,252,714
|
$
|
2.25
|
2.3
|
-
|
NA
|
NA
|
· |
96,372 shares of common stock as transitional director compensation to the chairman of our board, who was awarded transitional director compensation in the
amount of (i) $10,000 or 7,035 shares per month for July 2016 through December 2016 and (ii) $8,333 or 9,027 shares per month for January 2017 through March 2017. The amount was payable in either cash or stock at the chairman’s
election. The chairman elected to receive shares of common stock.
|
Shares
Under
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
||||||||||
Outstanding, January 1, 2017
|
170,811
|
$
|
8.83
|
7.2
|
||||||||
Granted
|
481,500
|
0.79
|
10.0
|
|||||||||
Forfeited, expired, or cancelled
|
(12,652
|
)
|
3.62
|
8.1
|
||||||||
Outstanding, December 31, 2017
|
639,659
|
2.91
|
8.5
|
|||||||||
Granted
|
653,873
|
2.25
|
10.0
|
|||||||||
Exercised
|
(32,500
|
)
|
NA
|
NA
|
||||||||
Forfeited
|
(310,305
|
)
|
1.28
|
8.5
|
||||||||
Outstanding, December 31, 2018
|
950,727
|
$
|
3.06
|
8.5
|
Years ended December 31
|
|||||||
2018
|
2017
|
||||||
Assumed volatility
|
75% - 81%
|
|
85% - 87%
|
|
|||
(78% weighted average)
|
(87% weighted average)
|
||||||
Assumed risk free interest rate
|
2.2% - 2.8%
|
|
1.8% - 2.0%
|
|
|||
(2.5% weighted average)
|
(2.0% weighted average)
|
||||||
Average expected life of options (in years)
|
6.2
|
6.2
|
|||||
(6.2 weighted average)
|
(6.2 weighted average)
|
||||||
Expected dividends
|
-
|
-
|
Outstanding
|
Exercisable
|
|||||||||||||||||||||||||
Range of Exercise
Prices
|
Shares
Underlying
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Shares
Underlying
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
||||||||||||||||||||
$
|
0.76 to $0.91
|
247,578
|
$
|
0.83
|
8.3
|
123,453
|
$
|
0.81
|
8.2
|
|||||||||||||||||
$
|
1.09 to $1.98
|
184,165
|
1.40
|
9.0
|
11,500
|
1.50
|
7.9
|
|||||||||||||||||||
$
|
2.86 to $2.97
|
391,250
|
2.87
|
9.6
|
16,250
|
2.97
|
6.6
|
|||||||||||||||||||
$
|
3.47
|
34,790
|
3.47
|
6.5
|
34,790
|
3.47
|
6.5
|
|||||||||||||||||||
$
|
4.27 to $4.77
|
45,243
|
4.60
|
5.6
|
45,209
|
4.60
|
5.6
|
|||||||||||||||||||
$
|
16.00 to $74.00
|
47,701
|
20.83
|
3.0
|
47,701
|
20.83
|
3.0
|
|||||||||||||||||||
950,727
|
$
|
3.06
|
8.5
|
278,903
|
$
|
5.33
|
6.6
|
RSU Shares
Issued to
Employees
|
Unrecognized
Stock
Compensation
(in thousands)
|
Weighted
Average
Expense
Period
(Years)
|
||||||||||
(a)
|
||||||||||||
Nonvested at January 1, 2017
|
-
|
$
|
-
|
-
|
||||||||
Granted
|
1,175,000
|
188
|
3.6
|
|||||||||
Expensed
|
(27
|
)
|
||||||||||
Nonvested at December 31, 2017
|
1,175,000
|
|
161
|
|
3.0 | |||||||
Granted
|
1,045,000
|
|
724
|
|
2.6 |
|||||||
Cancelled
|
(705,000)
|
(31
|
) | |||||||||
Forfeited
|
(300,000) |
(69
|
)
|
|||||||||
Expensed
|
|
(102 | ) |
|||||||||
Nonvested at December 31, 2018
|
1,215,000
|
$
|
683
|
2.3
|
Shares
Issued to
Employees
and
Directors
|
Weighted
Average
Grant Date
Fair Value |
Fair Value
(in thousands)
|
Weighted
Average
Remaining
Vesting
(Years)
|
Unrecognized
Stock
Compensation
(in thousands)
|
|||||||||||||||||
(a)
|
|||||||||||||||||||||
Nonvested at January 1, 2017
|
256,839
|
$
|
2.44
|
$
|
265
|
0.7
|
$
|
285
|
|||||||||||||
Granted
|
380,541
|
0.92
|
349
|
||||||||||||||||||
Vested
|
(252,636
|
)
|
(b)
|
2.42
|
220
|
||||||||||||||||
Nonvested at December 31, 2017
|
384,744
|
0.94
|
569
|
0.5
|
176
|
||||||||||||||||
Granted
|
220,072
|
1.83
|
403
|
||||||||||||||||||
Vested
|
(410,851
|
)
|
(c)
|
1.00
|
661
|
||||||||||||||||
Nonvested at December 31, 2018
|
193,965
|
(d)
|
$
|
1.84
|
$
|
582
|
0.5
|
$
|
173
|
(b)
|
Includes 73,608 shares, for which vesting was accelerated in June 2017, based on the terms of a severance agreement.
|
(d)
|
Excludes 850,744 shares, issued to a supplier, nonvested and unearned as of December 31, 2018. In February 2016, we issued 950,000 shares
of common stock to the supplier. The shares are being held in escrow until earned (as defined in our agreement) by the supplier at a fixed price of $2.80 per share. Cumulatively, as of December 31, 2017, 99,256 shares have been
released from escrow (39,964 in 2018 and 48,509 in 2017). We may recall any shares remaining in escrow as of February 8, 2026. Any recalled shares will be cancelled.
|
December 31
|
||||||||
2018
|
2017
|
|||||||
Net operating loss carryforwards
|
$
|
4,541
|
$
|
5,560
|
||||
Capital loss
|
-
|
7,030
|
||||||
Stock options and warrants
|
214
|
322
|
||||||
Property
|
299
|
499
|
||||||
Intangible assets
|
94 |
89
|
||||||
Capitalized expenses
|
86
|
|
142
|
|||||
Other
|
164
|
230
|
||||||
Net deferred tax assets
|
5,398
|
13,872
|
||||||
Less: Valuation allowance
|
(5,398
|
)
|
(13,872
|
)
|
||||
Deferred tax asset (liability)
|
$
|
-
|
$
|
-
|
Years Ended December 31
|
||||||||
2018
|
2017
|
|||||||
Vaulation allowances at beginning of year
|
$
|
13,872
|
$
|
10,510
|
||||
Net operating loss
|
1,920
|
4,358
|
||||||
Expiration of net operating losses and limitations
|
(9,939
|
)
|
2,353
|
|||||
Effect of federal rate reduction from 34% to 21%
|
-
|
(7,079
|
)
|
|||||
Capital loss from redemption of Nutra SA interests
|
-
|
11,058
|
||||||
Adjustment to Deferred Taxes
|
(321
|
)
|
-
|
|||||
Impact of state tax rate change
|
(146
|
)
|
-
|
|||||
Other adjusments
|
12
|
(1,384
|
)
|
|||||
Change in valuation allowance, before transfer
|
(8,474
|
) |
9,306
|
|||||
Transferred from discontinued operations
|
-
|
(5,944
|
)
|
|||||
Valuation allowances at end of year
|
$
|
5,398
|
$
|
13,872
|
Years Ended December 31
|
||||||||
2018
|
2017
|
|||||||
Income tax benefit at federal statutory rate
|
$
|
(1,692
|
)
|
$
|
(5,173
|
)
|
||
Increase (decrease) resulting from:
|
||||||||
State tax benefit, net of federal tax effect
|
(184
|
)
|
(400
|
)
|
||||
Effect of U.S federal rate reduction from 34% to 21%
|
-
|
7,079
|
||||||
Effect of change in state tax rate
|
146
|
-
|
||||||
Change in valuation allowance
|
(8,474
|
) |
9,306
|
|||||
Capital loss on redemption of Nutra SA interests
|
-
|
(11,058
|
)
|
|||||
Reduction in deferred balances for forfeited, expired or cancelled options
|
-
|
317
|
||||||
Expirations of net operating losses & application of IRC 382
limitation
|
9,939
|
(310
|
)
|
|||||
Nontaxable fair value adjustment
|
-
|
(234
|
)
|
|||||
Nondeductible expenses
|
-
|
55
|
||||||
Allocated from discontinued operations
|
-
|
(5,046
|
)
|
|||||
Adjustments to deferreds
|
321
|
|
-
|
|||||
Other
|
(11
|
) |
434
|
|||||
Tax provision expense (benefit)
|
$
|
45 |
$
|
(5,030
|
)
|
Total Level 3 Fair Value
|
Fair Value
as of
Beginning
of Year
|
Total
Realized
and
Unrealized
Gains |
Issuance of
New
Instruments
|
Reclassify
to Equity
|
Conversion
to Common
Stock
|
Fair Value,
at End of
Year
|
Gains on
Instruments
Still Held
|
|||||||||||||||||||||
2017, derivative warrant liabilities
|
$
|
(1,527
|
)
|
$
|
669
|
$
|
(7,917
|
)
|
$
|
7,980
|
$
|
795
|
$
|
-
|
$
|
-
|
2019
|
$
|
519
|
||
2020
|
525
|
|||
2021
|
536
|
|||
2022
|
548
|
|||
2023
|
528
|
|||
Thereafter
|
1,897
|
|||
Total minimum lease payments
|
$
|
4,553
|
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of our assets;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention, or timely detection, of unauthorized acquisition, use or disposition of our
assets that could have a material effect on the financial statements.
|
Exhibit
Number
|
Exhibit Description
|
Form |
File No.
|
Exhibit
Number
|
Filing/Effective Date
|
Filed
Herewith
|
||||||
Asset Purchase Agreement dated July 14, 2017, among the Registrant, Healthy Natural, Inc. and United Laboratories Manufacturing, LLC
|
8-K
|
2.1
|
||||||||||
Restated and Amended Articles of Incorporation filed with the Secretary of State of California on December 13, 2001
|
10-KSB
|
3.3
|
||||||||||
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on August 4, 2003
|
SB-2
|
3.01.1
|
||||||||||
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on October 31, 2003
|
10-QSB
|
3.4
|
||||||||||
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on September 29, 2005
|
SB-2
|
3.03
|
||||||||||
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on August 20, 2007
|
10-Q
|
3.1
|
||||||||||
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on June 30, 2011
|
8-K
|
3.1
|
||||||||||
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on July 12, 2013
|
10-Q
|
3.1
|
||||||||||
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on May 30, 2014
|
S-3
|
3.01.08
|
||||||||||
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on February 15, 2017
|
S-3
|
3.1.9
|
April, 04, 2017
|
|||||||||
Certificate of Designation of the Rights, Preferences, and Privileges of the Series A Preferred Stock filed with the Secretary of State
of California on December 13, 2001
|
SB-2
|
4.1
|
||||||||||
Certificate of Determination, Preferences and Rights of Series B Convertible Preferred Stock filed with the Secretary of State of
California on October 4, 2005
|
8-K
|
3.1
|
||||||||||
Certificate of Determination, Preferences and Rights of Series C Convertible Preferred Stock filed with the Secretary of State of
California on May 10, 2006
|
8-K
|
3.1
|
||||||||||
Certificate of Determination, Preferences and Rights of the Series D Convertible Preferred Stock, filed with the Secretary of State of
California on October 17, 2008
|
8-K
|
3.1
|
||||||||||
Certificate of Determination, Preferences and Rights of the Series E Convertible Preferred Stock, filed with the Secretary of State of
California on May 7, 2009
|
8-K
|
3.1
|
||||||||||
Certificate of Determination, Preferences and Rights of the Series F Convertible Preferred Stock, filed with the Secretary of State of
California on February 18, 2016
|
8-K
|
3.1
|
||||||||||
Form of Certificate of Determination of Preferences and Rights of Series G Convertible Preferred Stock, filed with the Secretary of
State of California on February 9, 2017
|
8-K
|
3.1
|
||||||||||
SB-2
|
3.05
|
|||||||||||
Amendment of Bylaws, effective June 19, 2007
|
8-K
|
3.1
|
||||||||||
Amendment of Bylaws, effective December 4, 2009
|
8-K
|
3.1
|
||||||||||
Amendment of Bylaws, effective as of February 13, 2017
|
S-3
|
3.9.4
|
April, 04, 2017
|
Exhibit
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
Number
|
Filing/Effective Date
|
Filed
Herewith
|
||||||
Certificate of Ownership dated October 3, 20112
|
8-K
|
3.01
|
||||||||||
Form of Warrant
|
8-K
|
4.1
|
||||||||||
Form of Warrant
|
8-K
|
4.1
|
||||||||||
Form of Warrant
|
8-K
|
4.1
|
||||||||||
Form of Warrant (Preferred Private Placement)
|
8-K
|
4.1
|
||||||||||
4.05 |
Lender Warrant dated May 12, 2015
|
8-K
|
10.6 |
|||||||||
Form of Warrant (Debt Private Placement)
|
8-K
|
4.3
|
||||||||||
Form of Warrant (Amendment to Subordinated Debt)
|
8-K
|
4.4
|
||||||||||
*
|
Amended and Restated Employment Agreement with Robert Smith dated March 8, 2017
|
8-K
|
10.2
|
|||||||||
*
|
Offer Letter with Robert Smith dated June 21, 2018
|
10-Q
|
10.2
|
|||||||||
*
|
Employment Agreement with Michael Goose dated July 11, 2016
|
8-K
|
10.1
|
|||||||||
*
|
Amended and Restated Employment Agreement with Brent R. Rystrom dated October 12, 2018
|
8-K
|
10.1
|
|||||||||
*
|
Amended and Restated Employment Agreement with Dennis Dykes dated October 12, 2018
|
8-K
|
10.2
|
|||||||||
*
|
2014 Equity Incentive Plan, as amended June 20, 2018
|
8-K
|
10.1
|
|||||||||
*
|
Form of Stock Option Agreement for 2014 Equity Incentive Plan
|
10-K
|
10.72
|
|||||||||
*
|
Form of Restricted Stock Award Agreement for 2014 Equity Incentive Plan
|
10-K
|
10.73
|
|||||||||
*
|
Form of RSU Award Agreement for 2014 Equity Incentive Plan
|
8-K
|
10.1
|
|||||||||
*
|
Form of Indemnification Agreement for officers and directors
|
10-Q
|
10.2
|
|||||||||
Membership Interest Redemption and Equipment Purchase Agreement dated November 28, 2017
|
8-K
|
10.1
|
||||||||||
Registration Rights Agreement dated March 20, 2014
|
8-K
|
10.2
|
||||||||||
Form of Registration Rights Agreement
|
8-K
|
10.2
|
||||||||||
Form of Securities Purchase Agreement dated February 17, 2016
|
8-K
|
10.1
|
||||||||||
Registration Rights Agreement dated February 17, 2016
|
8-K
|
10.2
|
||||||||||
Form of Securities Purchase Agreement dated February 9, 2017 (Preferred Private Placement)
|
8-K
|
10.1
|
||||||||||
Registration Rights Agreement dated February 13, 2017 (Preferred Private Placement)
|
8-K
|
10.2
|
Exhibit
Number
|
Exhibit Description
|
Form |
File No.
|
Exhibit
Number
|
Filing/Effective Date
|
Filed
Herewith
|
||||||
|
Form of Securities Purchase Agreement dated February 9, 2017 (Debt Private Placement)
|
|
8-K
|
|
|
10.3
|
|
|
||||
|
Registration Rights Agreement dated February 13, 2017 (Debt Private Placement)
|
|
8-K
|
|
|
10.4
|
|
|
||||
|
Form of Amendment Number Two to Loan Documents dated February 9, 2017
|
|
8-K
|
|
|
10.9
|
|
|
||||
Form of Common Stock Purchase Agreement dated September 13, 2017
|
8-K
|
10.1
|
||||||||||
Form of Registration Rights Agreement dated September 13, 2017
|
8-K
|
10.2
|
||||||||||
Asset Purchase Agreement with Golden Ridge Rice Mills, LLC
|
8-K
|
10.2
|
||||||||||
Warrant Amendment Agreement
|
8-K
|
10.1
|
||||||||||
|
List of Subsidiaries
|
|
|
X
|
||||||||
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
X
|
||||||||
23.2 |
Consent of Independent Registered Public Accounting Firm.
|
X | ||||||||||
Power of Attorney – Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form
10-K.)
|
||||||||||||
|
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
X
|
||||||||
|
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
X
|
||||||||
|
Certification by CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
X
|
||||||||
101.INS
|
@
|
XBRL Instance Document
|
|
|
X
|
|||||||
101.SCH
|
@
|
XBRL Taxonomy Extension Schema Document
|
|
|
X
|
|||||||
101.CAL
|
@
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
X
|
|||||||
101.DEF
|
@
|
XBRL Taxonomy Extension Calculation Definition Linkbase Document
|
|
|
X
|
|||||||
101.LAB
|
@
|
XBRL Taxonomy Extension Calculation Label Linkbase Document
|
|
|
X
|
|||||||
101.PRE
|
@
|
XBRL Taxonomy Extension Calculation Presentation Linkbase Document
|
|
|
X
|
@ |
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.
|
RICEBRAN TECHNOLOGIES
|
||
Date: April 1, 2019
|
By:
|
/s/ Brent Rystrom
|
Director and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
Principal Executive Officer:
|
|||
/s/ Brent R. Rystrom
|
Director and Chief Executive Officer
|
||
Principal Financial Officer
and Principal Accounting Officer:
|
|||
/s/ Dennis A. Dykes
|
Chief Financial Officer
|
||
Additional Directors:
|
|||
/s/ Beth Bronner
|
Director
|
||
Director
|
|||
/s/ Ari Gendason
|
Director
|
||
/s/ David Goldman
|
Director
|
||
/s/ Baruch Halpern
|
Director
|
||
|
Director
|
||
|
|||
Director and Chairman
|
|||
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
2/8/26 | ||||
10/1/19 | ||||
4/4/19 | ||||
Filed as of: | 4/2/19 | NT 10-K | ||
Filed on: | 4/1/19 | 8-K | ||
3/31/19 | 10-Q | |||
1/1/19 | ||||
For Period end: | 12/31/18 | NT 10-K | ||
11/30/18 | ||||
11/28/18 | 8-K/A | |||
11/6/18 | 10-Q, 8-K | |||
10/18/18 | 8-K | |||
10/12/18 | 8-K | |||
10/3/18 | 3, 4, 8-K | |||
9/30/18 | 10-Q | |||
9/6/18 | 8-K | |||
8/2/18 | 10-Q, 8-K | |||
6/30/18 | 10-Q | |||
6/25/18 | 8-K | |||
6/21/18 | 4 | |||
6/20/18 | 8-K, DEF 14A | |||
3/31/18 | 10-Q | |||
3/15/18 | 10-K, 8-K | |||
1/1/18 | ||||
12/31/17 | 10-K | |||
12/22/17 | ||||
12/4/17 | 8-K | |||
11/28/17 | 8-K, S-8 | |||
9/30/17 | 10-Q | |||
9/13/17 | 3, 8-K | |||
7/17/17 | 8-K | |||
7/14/17 | 8-K, 8-K/A | |||
6/30/17 | 10-Q, 4 | |||
3/31/17 | 10-Q, 8-K | |||
3/13/17 | 8-K | |||
3/8/17 | 3, 4, 8-K | |||
2/15/17 | 8-K | |||
2/13/17 | 8-K, DEF 14A, PRE 14A | |||
2/9/17 | 4, 8-K | |||
2/5/17 | ||||
1/1/17 | ||||
7/18/16 | 8-K | |||
7/11/16 | 8-K, 8-K/A | |||
2/23/16 | 8-K | |||
2/18/16 | 8-K | |||
2/17/16 | 8-K | |||
5/15/15 | 8-K, 8-K/A | |||
5/12/15 | 4, 8-K, 8-K/A | |||
3/31/15 | 10-K, 10-Q | |||
10/1/14 | 8-K | |||
6/20/14 | 424B1, 8-K, EFFECT, S-3 | |||
6/5/14 | 4, S-3 | |||
5/30/14 | 4, 8-K, DEF 14A, PRE 14A | |||
3/21/14 | 8-K | |||
3/20/14 | 8-K | |||
8/14/13 | 10-Q | |||
7/12/13 | ||||
10/10/12 | 8-K | |||
7/5/11 | 8-K | |||
6/30/11 | 10-Q, 8-K | |||
5/12/11 | 10-Q | |||
1/4/11 | ||||
12/10/09 | 8-K | |||
12/4/09 | 8-K, DEF 14A | |||
5/8/09 | 8-K | |||
5/7/09 | 8-K | |||
10/20/08 | 424B5, 8-K | |||
10/17/08 | ||||
8/20/07 | ||||
8/14/07 | 10-Q | |||
6/25/07 | 8-K | |||
6/19/07 | 3, 4, 8-K, DEF 14A, PRE 14A | |||
6/12/06 | SB-2 | |||
5/15/06 | 10QSB, 8-K | |||
5/10/06 | ||||
11/18/05 | 10KSB/A, 8-K/A, SB-2 | |||
10/4/05 | 3, 4, 8-K | |||
9/29/05 | ||||
11/19/03 | 10-Q, 4 | |||
10/31/03 | ||||
8/4/03 | ||||
6/4/02 | SB-2 | |||
4/16/02 | 10KSB | |||
12/13/01 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/13/21 RiceBran Technologies 424B5 1:320K RDG Filings/FA |