10-Q 1 form10q.htm 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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.)
1330 Lake Robbins Drive, Suite 250
The Woodlands, TX
 (Address of Principal Executive Offices)
 
77380
(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

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 ☒

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

As of October 31, 2019, shares of the registrant’s common stock outstanding totaled 33,194,631.



RiceBran Technologies
Index
Form 10-Q

PART I. FINANCIAL INFORMATION
Page
 
Item 1.
3
     3
    4
    5
    6
 
Item 2.
22
 
Item 3.
23
 
Item 4.
24
PART II. OTHER INFORMATION
 
 
Item 1.
24
 
Item 1A.
25
 
Item 2.
25
 
Item 3.
25
 
Item 4.
25
 
Item 5.
25
 
Item 6.
25
          26

Cautionary Note about Forward-Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, liquidity or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services, products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.  Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words.  The forward-looking statements contained herein reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions.  Actual results may differ materially from those projected in such forward-looking statements due to a number of factors, risks and uncertainties, including the factors that may affect future results set forth in this Current Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2018.  We disclaim any obligation to update any forward looking statements as a result of developments occurring after the date of this quarterly report.

Unless the context requires otherwise, references to “we,” “us,” “our” and “the Company” refer to RiceBran Technologies and its consolidated subsidiaries.

2

PART I. FINANCIAL INFORMATION

Item 1.
Financial Statements.

RiceBran Technologies
Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2019 and 2018
(Unaudited) (in thousands, except share and per share amounts)

   
Three Months Ended
   
Nine Months Ended
 
   
2019
   
2018
   
2019
   
2018
 
                         
Revenues
 
$
5,300
   
$
3,463
   
$
17,883
   
$
10,213
 
Cost of goods sold
   
5,659
     
2,709
     
18,143
     
7,842
 
Gross profit (loss)
   
(359
)
   
754
     
(260
)
   
2,371
 
Selling, general and administrative expenses
   
3,835
     
2,419
     
10,598
     
8,102
 
Operating loss
   
(4,194
)
   
(1,665
)
   
(10,858
)
   
(5,731
)
Other income (expense):
                               
Interest income
   
19
     
-
     
42
     
-
 
Interest expense
   
(9
)
   
(2
)
   
(40
)
   
(5
)
Other income
   
859
     
52
     
865
     
61
 
Other expense
   
(1
)
   
(12
)
   
(5
)
   
(25
)
Total other income (expense), net
   
868
     
38
     
862
     
31
 
Loss before income taxes
   
(3,326
)
   
(1,627
)
   
(9,996
)
   
(5,700
)
Income tax benefit
   
-
     
-
     
-
     
-
 
Loss from continuing operations
   
(3,326
)
   
(1,627
)
   
(9,996
)
   
(5,700
)
Loss from discontinued operations
   
-
     
-
     
(216
)
   
-
 
Net loss
 
$
(3,326
)
 
$
(1,627
)
 
$
(10,212
)
 
$
(5,700
)
                                 
Basic loss per common share:
                               
Continuing operations
 
$
(0.10
)
 
$
(0.07
)
 
$
(0.31
)
 
$
(0.28
)
Discontinued operations
   
-
     
-
     
(0.01
)
   
-
 
Basic loss per common share
 
$
(0.10
)
 
$
(0.07
)
 
$
(0.32
)
 
$
(0.28
)
                                 
Diluted loss per common share:
                               
Continuing operations
 
$
(0.10
)
 
$
(0.07
)
 
$
(0.31
)
 
$
(0.28
)
Discontinued operations
   
-
     
-
     
(0.01
)
   
-
 
Diluted loss per common share
 
$
(0.10
)
 
$
(0.07
)
 
$
(0.32
)
 
$
(0.28
)
                                 
Weighted average number of shares outstanding:
         
Basic
   
33,057,010
     
24,092,172
     
31,947,087
     
20,538,309
 
Diluted
   
33,057,010
     
24,092,172
     
31,947,087
     
20,538,309
 

See Notes to Unaudited Condensed Consolidated Financial Statements

3

RiceBran Technologies
Condensed Consolidated Balance Sheets
(Unaudited) (in thousands, except share amounts)

     
September 30,
2019
     
December 31,
2018
  
ASSETS
           
Current assets:
           
Cash and cash equivalents
 
$
3,690
   
$
7,044
 
Restricted cash
   
-
     
225
 
Accounts receivable, net of allowance for doubtful accounts of $63 and $14
   
3,138
     
2,529
 
Receivable from sellers of Golden Ridge - working capital adjustment to purchase price
   
-
     
1,147
 
Inventories
               
Finished goods
   
680
     
853
 
Raw materials
   
85
     
3
 
Packaging
   
78
     
102
 
Other current assets
   
750
     
610
 
Total current assets
   
8,421
     
12,513
 
Property and equipment, net
   
19,249
     
15,010
 
Operating lease right-of-use assets
   
2,826
     
-
 
Goodwill
   
3,915
     
3,178
 
Intangible assets
   
942
     
16
 
Other long-term assets
   
26
     
-
 
Total assets
 
$
35,379
   
$
30,717
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable
 
$
1,331
   
$
1,583
 
Commodities payable
   
272
     
2,735
 
Accrued salary, wages and benefits
   
962
     
933
 
Accrued expenses
   
1,033
     
520
 
Customer prepayments
   
-
     
145
 
Payable to purchaser of HN - working capital adjustment to purchase price
   
-
     
259
 
Margin loan
   
1,225
     
-
 
Note payable to seller of Golden Ridge
   
-
     
609
 
Operating lease liabilities, current portion
   
302
     
-
 
Finance lease liabilities, current portion
   
100
     
45
 
Long term debt, current portion
   
21
     
32
 
Total current liabilities
   
5,246
     
6,861
 
Operating lease liabilities, less current portion
   
2,737
     
-
 
Finance lease liabilities, less current portion
   
218
     
86
 
Long term debt, less current portion
   
42
     
59
 
Total liabilities
   
8,243
     
7,006
 
Commitments and contingencies
               
Shareholders' Equity:
               

               
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, 225 shares and 405 shares, issued and outstanding
   
112
     
201
 
Common stock, no par value, 50,000,000 shares authorized, 33,109,222 shares and 29,098,207 shares, issued and outstanding
   
310,465
     
296,739
 
Accumulated deficit
   
(283,441
)
   
(273,229
)
Total shareholders' equity
   
27,136
     
23,711
 
Total liabilities and shareholders' equity
 
$
35,379
   
$
30,717
 

See Notes to Unaudited Condensed Consolidated Financial Statements

4

RiceBran Technologies
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2019 and 2018
(Unaudited) (in thousands)

   
Nine Months Ended
 
   
2019
   
2018
 
Cash flow from operating activities:
           
Net loss
 
$
(10,212
)
 
$
(5,700
)
Loss from discontinued operations
   
216
     
-
 
Loss from continuing operations
   
(9,996
)
   
(5,700
)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
         
Depreciation
   
1,332
     
499
 
Amortization
   
39
     
45
 
Stock and share-based compensation
   
925
     
650
 
Settlement with sellers of Golden Ridge
   
(849
)
   
-
 
Other
   
166
     
75
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
(215
)
   
(236
)
Inventories
   
388
     
42
 
Accounts payable and accrued expenses
   
(43
)
   
(56
)
Commodities payable
   
(1,896
)
   
-
 
Other
   
(308
)
   
(17
)
Net cash used in operating activities
   
(10,457
)
   
(4,698
)
Cash flows from investing activities:
               
Acquisition of MGI
   
(3,767
)
   
-
 
Purchases of property and equipment
   
(3,513
)
   
(2,384
)
Disbursements of notes receivable
   
-
     
(400
)
Net cash used in investing activities - continuing operations
   
(7,280
)
   
(2,784
)
Net cash used in investing activities - discontinued operations
   
(475
)
   
-
 
Cash flows from financing activities:
               
Proceeds from issuance of common stock and pre-funded warrant, net of issuance costs
   
11,593
     
-
 
Proceeds from common stock warrant exercises
   
1,990
     
11,003
 
Proceeds from common stock option exercises
   
156
     
27
 
Proceeds from margin loan
   
1,225
     
-
 
Payments of debt and finance lease liabilities
   
(331
)
   
(2
)
Net cash provided by financing activities
   
14,633
     
11,028
 
Net change in cash and cash equivalents and restricted cash
 
$
(3,579
)
 
$
3,546
 
                 
Cash and cash equivalents and restricted cash, beginning of period
               
Cash and cash equivalents
 
$
7,044
   
$
6,203
 
Restricted cash
   
225
     
775
 
Cash and cash equivalents and restricted cash, beginning of period
   
7,269
     
6,978
 
Cash and cash equivalents and restricted cash, end of period
               
Cash and cash equivalents
   
3,690
     
10,299
 
Restricted cash
   
-
     
225
 
Cash and cash equivalents and restricted cash, end of period
   
3,690
     
10,524
 
Net change in cash and cash equivalents and restricted cash
 
$
(3,579
)
 
$
3,546
 
                 
Supplemental disclosures:
               
Cash paid for interest
 
$
40
   
$
3
 
Cash paid for income taxes
 
$
-
   
$
-
 

See Notes to Unaudited Condensed Consolidated Financial Statements

5

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1. BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited condensed consolidated financial statements (interim financial statements) of RiceBran Technologies and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (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. All such adjustments were normal and recurring in nature.

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, 2018, which included all disclosures required by generally accepted accounting principles. The results reported in these interim financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared based on the realization of assets and the satisfaction of liabilities in the normal course of business.

NOTE 2. BUSINESS

RiceBran Technologies is a vertically integrated ingredient company serving food, animal nutrition, and specialty markets focused on value-added processing and marketing of healthy, natural, and nutrient dense products derived from rice bran, an underutilized by-product of rice milling.  We apply our proprietary technologies and intellectual properties to convert raw rice bran into high value products including stabilized rice bran (SRB), RiBalance, a rice bran nutritional package derived from SRB; RiSolubles, a nutritious, carbohydrate and lipid rich fraction of RiBalance; RiFiber, a fiber rich insoluble derivative of RiBalance and ProRyza, a rice bran protein-based product, and a variety of other valuable derivatives extracted from these core products.

In granular form, SRB is a food additive used in the production of products for both human and animal consumption. We believe SRB has certain inherent qualities that make it more attractive for this purpose than food additives based on the by-products of other agricultural commodities, such as corn and soybeans.  Our SRB and refined SRB products and 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 natural food, food and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally.

We manufacture and distribute SRB in various granulations from four locations: two leased facilities located within supplier-owned rice mills in Arbuckle and West Sacramento, California; one company-owned facility in Mermentau, Louisiana and since November 2018, our first company-owned rice mill in Wynne, Arkansas, Golden Ridge Rice Mills, Inc.  At our Dillon, Montana facility, we produce SRB based products and derivatives that have been further refined through our proprietary processes.  Our Golden Ridge rice mill in Wynne, Arkansas also supplies grades U.S. No. 1 and No. 2 premium long and medium white rice. In April 2019, we purchased MGI Grain Processing, LLC, a grain processing facility in East Grand Forks, Minnesota, to expand the variety of grains which we can offer to the market.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Guidance Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (FASB) issued guidance, ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changed the accounting for credit losses for certain instruments, including trade receivables, from an incurred loss method to a current expected loss method.  The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts.  The guidance, and subsequent guidance related to the topic, is effective for our annual and interim periods beginning in 2023, and must be adopted on a modified retrospective approach through cumulative-effect adjustment to retained earnings as of January 1, 2023.  Based on the nature of our current receivables and our credit loss history, we do not expect the adoption of the guidance to have a significant impact on our results of operations, financial position, and cash flows.

6

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

Recently Adopted Accounting Guidance

In February 2016, the FASB issued guidance which changed the accounting for leases, ASU 2016-02, Leases.  Under prior GAAP, the recognition, measurement and presentation of expenses and cash flows arising from a lease depended primarily on the lease’s classification as a finance or operating lease.  For both types of leases, we recognized a right-of-use asset and a lease liability.  For finance leases, we recognized amortization of the right-of-use asset separately from interest expense on the lease liability.  On January 1, 2019, we adopted the guidance, and subsequent guidance related to the topic in ASU 2018-11, using the modified retrospective method.  Upon completing our implementation assessment of the guidance, we concluded that no adjustment was required to our retained earnings as of January 1, 2019.  We elected the package of practical expedients in transition for leases that commenced prior to January 1, 2019, and therefore did not reassess (i) whether any expired or existing contracts are, or contain, leases, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases.  We did not elect to use hindsight for transition when considering judgments and estimates such as assessments of lease options to extend, or terminate, a lease, or to purchase the underlying asset.  We have no land easements.  For all asset classes, we elected to (i) not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less and (ii) not separate nonlease components from lease components, and we have accounted for combined lease and nonlease components as a single lease component.  As of January 1, 2019, we recorded operating lease right-of-use assets of $3.0 million and operating lease liabilities of $3.3 million, with the difference being a reduction to existing liabilities.  The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods, other than finance leases, which are now separately classified and are no longer classified as long-term debt.  Additional disclosures required by the guidance are presented within the “Leases” policy disclosure below and Note 11.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.  The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees.  As a result, nonemployee share-based transactions are measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. We adopted ASU 2018-07 on January 1, 2019.  The guidance did not change the way we recognize expense for director awards.  Adoption of the standard only impacted the recognition of expense, on a prospective basis, for one vendor’s awards which were subject to performance conditions.  Adoption of the guidance did not have a material impact on our financial statements for the three or nine months ended September 30, 2019.  Additional disclosures required by the guidance are presented within the “Share-Based Compensation” policy disclosure below.

Reclassifications

Certain reclassifications have been made to amounts reported for the prior period to achieve consistent presentation with the current period with no impact on previously reported shareholders’ equity or net loss.

Leases – The following summarizes our leases accounting policy effective January 1, 2019:

We lease certain buildings, land and corporate office space under operating leases with monthly or annual rent payments.  We lease certain machinery and equipment under finance leases with monthly rent payments.  We determine if an arrangement is a lease at inception.  Operating lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as operating lease liabilities in our consolidated balance sheets.  Finance lease assets are included in property and equipment, net, and the related liabilities are included as finance lease liabilities in our consolidated balance sheets.

We recognize right-of-use assets and lease liabilities based on the present value of the future minimum lease payments over the lease term, beginning at the commencement date, for leases exceeding a year.  Minimum lease payments include the fixed lease components of the lease and any variable rate payments that depend on an index, initially measured using the index at the lease commencement date.  Lease terms may include options to renew when it is reasonably certain that we will exercise that option.  We combine lease and nonlease components and account for them as a single lease component.  Certain leases contain rent escalation clauses, rent holidays, capital improvement funding or other lease concessions.

In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease.  When we cannot readily determine the discount rate implicit in a lease, we utilize our incremental borrowing rate, the rate of interest that we would incur to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment.  To estimate the incremental borrowing rate we reference a market yield curve consistent with our credit quality.

7

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

We recognize operating lease expense related to the minimum lease payments on a straight-line basis over the lease term.  For finance leases, we recognize amortization expense related to the minimum lease payments on a straight-line basis over the lease term while interest expense is recognized using the effective interest method.  Expense related to variable lease payments that do not depend on a rate or index and short-term rentals, on leases with terms less than a year, are expensed as incurred.

Share-Based Compensation – The following summarizes our share-based compensation accounting policy effective January 1, 2019:

Share-based compensation expense for stock options granted to employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest and expensed on a straight-line basis over the service period of the grant.   We recognize forfeitures as they occur.  The Black-Scholes-Merton option pricing model requires us to estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management’s judgment regarding market factors and trends.  We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model.

For awards of nonvested stock, share-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward.  Compensation expense related to service-based awards are recognized on a straight-line basis over the requisite service period for the entire award.

For restricted stock units with market conditions, share-based compensation is measured based on the fair value of the award on the date of grant using a binomial simulation model and expense is recognized over the derived service period determined by the simulation.  The binomial simulation model requires us to estimate key assumptions such as stock volatility, risk-free interest rates and dividend yields based on both historical information and management’s judgment regarding market factors and trends.

Share-based compensation for awards to nonemployees is calculated as of the grant date, taking into consideration the probability of satisfaction of performance conditions, in a manner consistent with awards to employees.  The expense associated with share-based awards for service is recognized over the term of service.  In the event services are terminated early or we require no specific future performance, the entire amount is expensed.  The expense associated with share-based awards made in exchange for goods is generally attributed to expense in the same manner as if the vendor had been paid in cash.

NOTE 4. ACQUISITIONS

Golden Ridge

In November 2018, we acquired substantially all of the assets comprising the business of Golden Ridge Rice Mills, LLC, now conducting business as Golden Ridge Rice Mills, Inc. (Golden Ridge).  The primary activity of the business is the operation of a rice mill in Wynne, Arkansas.  We acquired the business as part of our strategy to vertically integrate in order to leverage our proprietary technologies for producing SRB and derivative products. The acquisition has been accounted for as a business combination.  The results of Golden Ridge’s operations are included in our consolidated financial statements beginning November 28, 2018. 

8

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

The purchase price for Golden Ridge was subject to adjustment if the estimated working capital with respect to the assets purchased and the liabilities assumed at the time of closing was different than the actual closing working capital, as defined in the purchase agreement.  We revised our preliminary estimate of the working capital adjustment as indicated in the table below.The following table summarizes the purchase price allocation as of closing and as revised (in thousands, except share and per share amounts).

   
Estimated at
Acquisition and as of
December 31, 2018
   
Adjustments
   
Estimated as of
September 30, 2019
 
1,666,667 shares of common stock, at fair value of $3.00 per share at closing
 
$
5,000
   
$
-
   
$
5,000
 
Golden Ridge financial liabilities paid for the seller
   
2,661
     
-
     
2,661
 
Cash
   
250
     
-
     
250
 
Note payable to seller
   
609
     
-
     
609
 
Working capital adjustment to purchase price
   
(1,147
)
   
584
     
(563
)
Total fair value of consideration transferred
   
7,373
     
584
     
7,957
 
                         
Cash
   
409
     
(63
)
   
346
 
Accounts receivable
   
1,587
     
87
     
1,674
 
Inventories
   
103
     
-
     
103
 
Property and equipment
   
5,092
     
-
     
5,092
 
Accounts payable
   
(222
)
   
110
     
(112
)
Commodities payable
   
(2,559
)
   
432
     
(2,127
)
Accrued liabilities
   
(12
)
   
12
     
-
 
Lease liabilities
   
(104
)
   
-
     
(104
)
Equipment notes payable
   
(99
)
   
6
     
(93
)
Net recognized amounts of identifiable assets acquired and liabilities assumed
   
4,195
     
584
     
4,779
 
Goodwill
 
$
3,178
   
$
-
   
$
3,178
 

The 1,666,667 shares issued at closing of our purchase of Golden Ridge included 380,952 shares that were deposited in an escrow account to be used to satisfy any indemnification obligations of the seller that may arise.  As of December 31, 2018, the 380,952 shares remained in escrow. In July 2019, we reached an agreement to settle the $0.6 million working capital adjustment receivable and other claims with the sellers of Golden Ridge.  As a result, (i) 340,000 shares of common stock held in the escrow account ($1.0 million fair value as of  Nov. 28, 2018) were returned to us and retired  (ii) the remaining $0.4 million in debt we owed to a seller was cancelled and (iii) certain open grain purchase contracts with entities related to a seller were terminated.  We recorded a gain on the noncash settlement of $0.8 million in the third quarter of 2019, which is included in other income.  In connection with the settlement, 40,952 shares of common stock will be disbursed upon terms of the settlement.

The fair value of trade receivables for Golden Ridge at November 28, 2018 was $1.6 million, which was $0.1 million less than the value of gross trade receivables.  Goodwill was primarily attributed to intangible assets that do not qualify for separate recognition and synergies generated by Golden Ridge’s integration with our other operations.  Between December 31, 2018 and June 30, 2019, information was discovered requiring adjustments to the opening balance sheet of Golden Ridge.  The adjustments resulted primarily from an overstatement of the opening balances of commodities payable and accounts payable at December 31, 2018.  These balances were adjusted in the June 30, 2019 financial statements.  The impact of the adjustments to our prior period financial statements is not considered significant. No additional adjustments were made during the three months ended Septmeber 30, 2019.

Our revenues for the three and nine months ended September 30, 2019, include $1.1 million and $5.6 million related to the acquired business.  Our net loss for the three and nine months ended September 30, 2019, includes $0.3 million and $1.7 million related to the acquired business.  After making a reasonable effort, we were unable to determine the underlying information required to prepare pro forma information for the three and nine months ended September 30, 2018, as if the Golden Ridge acquisition had occurred January 1, 2018.

9

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

MGI

On April 4, 2019, we acquired substantially all of the assets comprising the business of MGI Grain Processing, LLC, a Minnesota limited liability company, now conducting business as MGI Grain Process, Inc. (MGI) for an aggregate purchase price of $3.8 million. The purchase price included $0.3 million deposited in an escrow account at closing which was subsequently released to the sellers in June 2019.  MGI owns and operates a grain mill and processing facility in East Grand Forks, Minnesota. We acquired MGI as part of our strategy to expand our product portfolio. The acquisition has been accounted for as a business combination.  The results of MGI’s operations are included in our consolidated financial statements beginning April 4, 2019. 

The purchase price for MGI is subject to adjustment if the estimated closing working capital with respect to the assets purchased and the liabilities assumed is different than the actual closing working capital, as defined in the purchase agreement.  The seller of MGI paid a working capital adjustment of $28 thousand in September 2019.The following table summarizes the preliminary purchase price allocation, the consideration transferred to acquire MGI and the amounts of identified assets acquired and liabilities assumed (in thousands).

   
Estimated at
June 30, 2019
   
Adjustments
   
Estimated at
September 30,
2019
 
Cash
 
$
3,795
         
$
3,795
 
Working capital adjustment to purchase price
   
(38
)
   
10
     
(28
)
Total fair value of consideration transferred
   
3,757
     
10
     
3,767
 
Accounts receivable
   
591
             
591
 
Inventories
   
149
             
149
 
Deposits and other current assets
   
4
     
(2
)
   
2
 
Property and equipment
   
1,560
             
1,560
 
Customer relationship
   
930
             
930
 
Other finite-lived intangible assets
   
35
             
35
 
Accounts payable
   
(219
)
           
(219
)
Finance lease liabilities
   
(18
)
   
-
     
(18
)
Net recognized amounts of identifiable assets acquired and liabilities assumed
     3,032      
(2
)
   
3,030
 
Goodwill
 
$
725
   
$
12
   
$
737
 

As of September 30, 2019, our appraiser had not yet finalized certain fair value calculations and the purchase price allocation is subject to change pending final management review of the calculations. The fair value of trade receivables at April 4, 2019, equaled the gross amount of trade receivables.  The fair value of the customer relationship intangible is estimated using an income approach based on expected future cash flows.  Preliminarily, we are amortizing the customer relationship intangible on a straight-line basis over fifteen years.  Goodwill primarily was attributed to intangible assets that do not qualify for separate recognition and synergies generated by MGI when combined with our existing operations.  The $0.7 million allocated to goodwill is deductible for tax purposes over the next fifteen years.

Our revenues for the three and nine months ended September 30, 2019, include $0.6 and $1.3 million related to the acquired MGI business.  Our net loss for the three and nine months ended September 30, 2019, includes $0.1 million of net loss from the acquired MGI business.

The following table provides unaudited pro forma information for the periods presented as if the MGI acquisition had occurred January 1, 2018 (in thousands, except share and per share amounts).

   
Three Months Ended
   
Nine Months Ended
 
   
2019
   
2018
   
2019
   
2018
 
Revenues
 
$
5,300
   
$
4,110
   
$
19,083
   
$
12,360
 
Loss from continuing operations
 
$
(3,326
)
 
$
(1,568
)
 
$
(9,865
)
 
$
(5,497
)
Loss per share - continuing operations
 
$
(0.09
)
 
$
(0.07
)
 
$
(0.31
)
 
$
(0.27
)
Weighted average number of common shares outstanding - basic and diluted
   
33,057,010
     
24,092,172
     
31,947,087
     
20,538,309
 

No adjustments have been made in the proforma for synergies that are resulting or planned from the acquisition.  The unaudited proforma information is not indicative of the results that may have been achieved had the companies been combined as of January 1, 2018, or of our future operating results.

10

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 5. DISCONTINUED OPERATIONS AND RESTRICTED CASH

In July 2017, we completed the sale of the assets of Healthy Natural (HN) for $18.3 million in cash and recognized a gain on sale of $8.2 million, net of $4.7 million in taxes.  The selling price was subject to adjustment if the estimated closing working capital with respect to the assets sold and the liabilities assumed was different than the actual closing working capital for those assets and liabilities.  The $8.2 million net gain on sale recognized in 2017 was based on an estimated working capital adjustment of $0.3 million, which was disputed.  Our consolidated balance sheets included a liability for the settlement of the working capital adjustment of $0.3 million as of December 31, 2018.  During the three months ended March 31, 2019, we finalized the adjustment with the purchaser of HN, and increased the estimated working capital adjustment from $0.3 million to $0.5 million.  We paid the $0.5 million liability in July 2019. The adjustment to lower the gain on the sale of HN as a result of the change in the estimated working capital adjustment is recorded in discontinued operations in the nine months ended September 30, 2019, net of zero tax benefit.

Restricted cash on our consolidated balance sheets as of December 31, 2018, related to the $0.2 million balance in an escrow account established at the time of the sale for settlement of the working capital adjustment.  The amounts in escrow were released and used to settle a portion of the liability for the working capital adjustment in July 2019.

NOTE 6. CASH AND CASH EQUIVALENTS

As of September 30, 2019, we had $2.0 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 7. CONCENTRATION OF RISK

Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of trade accounts receivable.  We perform ongoing credit evaluations on the financial condition of our customers and generally do not require collateral.

Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of any consolidated totals) are stated below as a percent of consolidated totals.

      A

   
B

    C

% of Revenues, three months ended September 30, 2019
   
10
%
   
13
%
   
11
%
% of Revenues, three months ended September 30, 2018
 
NA
     
19
%
   
17
%
                         
% of Revenues, nine months ended September 30, 2019
   
14
%
   
11
%
   
10
%
% of Revenues, nine months ended September 30, 2018
 
NA
     
27
%
   
22
%
                         
% of Accounts Receivable, as of September 30, 2019
   
18
%
   
15
%
   
9
%
% of Accounts Receivable, as of December 31, 2018
   
16
%
   
13
%
 
NA
 

The following table presents revenues by geographic area shipped to (in thousands).

   
Three Months Ended September 30
   
Nine Months Ended September 30
 
   
2019
   
2018
   
2019
   
2018
 
United States
 
$
5,046
   
$
3,132
   
$
16,959
   
$
9,244
 
Other countries
   
254
     
331
     
924
     
969
 
Revenues
 
$
5,300
   
$
3,463
   
$
17,883
   
$
10,213
 

11

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents revenues by product line (in thousands).

   
Three Months Ended September 30
   
Nine Months Ended September 30
 
   
2019
   
2018
   
2019
   
2018
 
Food
 
$
3,573
   
$
1,926
   
$
12,685
   
$
5,657
 
Animal nutrition
   
1,727
     
1,537
     
5,198
     
4,556
 
Revenues
 
$
5,300
   
$
3,463
   
$
17,883
   
$
10,213
 

 Purchases from certain significant vendors are stated below as a percent of total purchases.

   
Three Months Ended September 30
   
Nine Months Ended September 30
 
   
2019
   
2018
   
2019
   
2018
 
Vendor 1
   
6
%
   
12
%
   
4
%
   
12
%
Vendor 2
   
3
%
   
12
%
   
3
%
   
9
%
Others
   
91
%
   
76
%
   
93
%
   
79
%
Total
   
100
%
   
100
%
   
100
%
   
100
%

NOTE 8. PROPERTY

Property, plant and equipment consist of the following (in thousands).

   
September 30
2019
   
December 31
2018
 
Estimated Useful Lives
Land
 
$
730
   
$
585
   
Furniture and fixtures
   
476
     
430
 
5-10 years
Plant
   
9,654
     
8,613
 
20-40 years, or life of lease
Computer and software
   
1,317
     
1,295
 
3-5 years
Leasehold improvements
   
2,019
     
681
 
4-15 years, or life of lease
Machinery and equipment
   
16,485
     
13,528
 
5-15 years
Property and equipment, cost
   
30,681
     
25,132
   
Less accumulated depreciation
   
11,432
     
10,122
   
Property and equipment, net
 
$
19,249
   
$
15,010
   

Included in accounts payable at September 30, 2019, is $0.4 million related to amounts payable for capital expansion project additions.  During the three and nine months ended September 30, 2019, we financed the purchase of $0.2 million of property with finance leases.  Property and equipment includes assets which have not yet been placed in service totaling $1.7 million at September 30, 2019, and $2.2 million at December 31, 2018.

NOTE 9. GOODWILL AND INTANGIBLES

A summary of goodwill activity follows for the three and nine months ended September 30, 2019 and 2018 (in thousands).

   
Three Months Ended
   
Nine Months Ended
 
   
2019
   
2018
   
2019
   
2018
 
Goodwill, beginning of period
 
$
3,903
   
$
-
   
$
3,178
   
$
-
 
MGI acquistion
   
12
     
-
     
737
     
-
 
Goodwill, end of period
 
$
3,915
   
$
-
   
$
3,915
   
$
-
 

12

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

Intangible assets consisted of the following at the dates indicated below (in thousands).

   
September 30, 2019
   
December 31, 2018
 
   
Estimated
Useful Life
   
Gross
Carrying
Value
   
Accumulated
Amortization
   
Net
Carrying
Value
   
Gross
Carrying
Value
   
Accumulated
Amortization
   
Net
Carrying
Value
 
Customer Relationships
   
15
   
$
930
   
$
31
   
$
899
   
$
-
   
$
-
   
$
-
 
Trademarks
   
10
     
13
     
1
     
12
     
-
     
-
     
-
 
Non-compete agreement
   
5
     
22
     
2
     
20
     
-
     
-
     
-
 
Other
   
17
     
32
     
21
     
11
     
32
     
16
     
16
 
Total intangible assets
         
$
997
   
$
55
   
$
942
   
$
32
   
$
16
   
$
16
 

The intangible assets acquired from MGI in 2019 are described further in Note 4.

NOTE 10. DEBT

The margin loan outstanding as of September 30, 2019, was a demand loan collateralized by the investment in the money market fund described in Note 6.  It was borrowed under a line of credit which allows us to borrow an amount and at a rate determined at the discretion of the lender.  We repaid the $1.2 million borrowing outstanding at September 30, 2019, in October 2019.

The note payable to the seller of Golden Ridge, bore interest at an annual rate of 6.8%.  Interest was payable monthly.  We paid $0.3 million of principal on the note in January 2019.  The remaining principal of $0.4 million was payable upon maturity of the note in November 2019.  The seller cancelled the note payable in July 2019 in partial settlement of the working capital adjustment receivable from the seller described further in Note 4.

Long-term debt consists of equipment notes which expire in 2022. Obligations under these notes were initially recorded in November 2018 when we assumed the debt in connection with our acquisition of Golden Ridge.  The debt was initially recorded at the present value of future payments, using a rate of 4.8%, which was determined to approximate market rates for similar debt with similar maturities as of the acquisition date.

In October 2019, we entered into a factoring agreement which provides for a $7.0 million credit facility with a lender.  We may only borrow to the extent we have qualifying accounts receivable as defined in the agreement.  The facility has an initial two-year term and automatically renews for successive annual periods, unless proper termination notice is given.  We paid a facility fee upon inception of the agreement of 0.5% on the facility.  We will 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 monthly.

13

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 11. LEASES

The components of lease expense and cash flows from leases for the three and nine months ended September 30, 2019, follows (amounts in thousands).

   
September 30, 2019
 
   
Three Months
Ended
   
Nine Months
Ended
 
Finance lease cost:
           
Amortization of right-of use assets, included in cost of goods sold
 
$
19
   
$
50
 
Interest on lease liabilities
   
5
     
10
 
Operating lease cost, included in selling, general and administrative expenses:
               
Fixed leases cost
   
131
     
392
 
Variable lease cost
   
35
     
99
 
Short-term lease cost, included in cost of goods sold
   
13
     
29
 
Total lease cost
 
$
203
   
$
580
 
                 
Cash paid for amounts included in the measurement of lease liabilities:
               
Operating cash flows from finance leases
 
$
5
   
$
10
 
Operating cash flows from operating leases
 
$
131
   
$
392
 
Financing cash flows from finance leases
 
$
23
   
$
54
 

As of September 30, 2019, variable lease payments do not depend on a rate or index.  As of September 30, 2019, property and equipment, net, includes $0.3 million of finance lease right-of-use-assets, with an original cost of $0.4 million.

As of September 30, 2019, we do not believe it is certain that we will exercise any renewal options.  The remaining terms of our leases and the discount rates used in the calculation of the fair value of our leases as of September 30, 2019, follows.

   
Operating
Leases
   
Finance
Leases
 
Remaining leases terms (in years)
   
0.5-13.4
     
1.3-4.8
 
Weighted average remaining lease terms (in years)
   
7.9
     
3.5
 
Discount rates
   
4.9%-9.0
%
   
4.3%-7.3
%
Weighted average discount rate
   
7.6
%
   
5.8
%

As of September 30, 2019, operating leases have maturities extending through 2032. Maturities of lease liabilities as of September 30, 2019, follows (in thousands).

   
Operating
Leases
   
Finance
Leases
 
2019 (three months ended December 31, 2019)
 
$
114
   
$
33
 
2020
   
525
     
115
 
2021
   
536
     
91
 
2022
   
548
     
68
 
2023
   
528
     
38
 
Thereafter
   
1,897
     
11
 
Total lease payments
   
4,148
     
356
 
Amounts representing interest
   
(1,109
)
   
(38
)
Present value of lease obligations
 
$
3,039
   
$
318
 

14

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

Future annual minimum operating lease payments and finance lease maturities as of December 31, 2018, prepared in accordance with the guidance in effect prior to adoption of ASU 2016-02, follow (in thousands).

   
Operating
Leases
   
Finance
Leases
 
2019
 
$
519
   
$
51
 
2020
   
525
     
51
 
2021
   
536
     
33
 
2022
   
548
     
5
 
2023
   
528
     
-
 
Thereafter
   
1,897
     
-
 
Total minimum lease payments
 
$
4,553
   
$
140
 
Amounts representing interest
           
(9
)
Present value of minimum payments
         
$
131
 

NOTE 12. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS

On March 8, 2019, we issued and sold 3,046,668 shares of common stock for $3.00 per share and a prefunded warrant (the Prefunded Warrant) exercisable into 1,003,344 shares of common stock for $2.99 per share, in a private placement.  The Prefunded Warrant had an exercise price of $0.01 per share and was immediately exercisable; however, we had to obtain approval from our shareholders before the holder could exercise the Prefunded Warrant to the extent such exercise would result in the holder owning in excess of 19.99% of our common shares outstanding.  The holder exercised the entire Prefunded Warrant automatically when our shareholders approved the exercise in June 2019.  We determined the Prefunded Warrant qualified for equity accounting.  The net proceeds from the offering of $11.6 million, after deducting commissions and other cash offering expenses of $0.5 million, are recorded in equity.  We determined the exercise price of the warrant was nominal and, as such, have considered the 1,003,344 shares underlying the warrant to be outstanding effective March 8, 2019, for the purposes of calculating basic EPS.

Summaries of equity activity for the nine months ended September 30, 2019 and 2018, follow (in thousands, except share amounts).

   
Shares
               
 
   
Preferred
Series G
   
Common
   
Preferred
Stock
   
Common
Stock
   
Accumulated
Deficit
   
Equity
 
Balance, December 31, 2018
   
405
     
29,098,207
   
$
201
   
$
296,739
   
$
(273,229
)
 
$
23,711
 
Sale of common stock and Prefunded Warrant, net of costs
   
-
     
3,046,668
     
-
     
11,593
     
-
     
11,593
 
Common stock awards under equity incentive plans
   
-
     
36,881
     
-
     
364
     
-
     
364
 
Exercise of common stock warrants
   
-
     
600,000
     
-
     
1,980
     
-
     
1,980
 
Conversion of preferred stock into common stock
   
(180
)
   
170,818
     
(89
)
   
89
     
-
     
-
 
Exercise of common stock options
   
-
     
77,078
     
-
     
60
     
-
     
60
 
Other
   
-
     
-
     
-
     
28
     
-
     
28
 
Net loss
   
-
     
-
     
-
     
-
     
(3,227
)
   
(3,227
)
Balance, March 31, 2019
   
225
     
33,029,652
     
112
     
310,853
     
(276,456
)
   
34,509
 
Exercise of Prefunded Warrant
   
-
     
1,003,344
     
-
     
10
     
-
     
10
 
Common stock awards under equity incentive plans
   
-
     
134,984
     
-
     
219
     
-
     
219
 
Exercise of common stock options
   
-
     
78,734
     
-
     
87
     
-
     
87
 
Other
   
-
     
-
     
-
     
32
     
-
     
32
 
Net loss
   
-
     
-
     
-
     
-
     
(3,659
)
   
(3,659
)
Balance, June 30, 2019
   
225
     
34,246,714
     
112
     
311,201
     
(280,115
)
   
31,198
 
Retirement of unvested shares
   
-
     
(830,124
)
   
-
     
-
     
-
     
-
 
Common stock awards under equity incentive plans
   
-
     
22,632
     
-
     
282
     
-
     
282
 
Exercise of common stock options
   
-
     
10,000
     
-
     
9
     
-
     
9
 
Retirement of shares received in settlement with the sellers of Golden Ridge
   
-
     
(340,000
)
   
-
     
(1,027
)
   
-
     
(1,027
)
Net loss
   
-
     
-
     
-
     
-
     
(3,326
)
   
(3,326
)
Balance, September  30, 2019
   
225
     
33,109,222
   
$
112
   
$
310,465
   
$
(283,441
)
 
$
27,136
 

15

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

   
Shares
               
 
   
Preferred
Series G
   
Common
   
Preferred
Stock
   
Common
Stock
   
Accumulated
Deficit
   
Equity
 
Balance, December 31, 2017
   
630
     
18,046,731
   
$
313
   
$
279,548
   
$
(265,128
)
 
$
14,733
 
Common stock awards under equity incentive plans
   
-
     
78,377
     
-
     
245
     
-
     
245
 
Exercise of common stock warrants
   
-
     
1,827,999
     
-
     
1,755
     
-
     
1,755
 
Other
   
-
     
-
     
-
     
75
     
-
     
75
 
Net loss
   
-
     
-
     
-
     
-
     
(1,913
)
   
(1,913
)
Balance, March 31, 2018
   
630
     
19,953,107
     
313
     
281,623
     
(267,041
)
   
14,895
 
Common stock awards under equity incentive plans
   
-
     
208,829
     
-
     
148
     
-
     
148
 
Exercise of common stock warrants
   
-
     
4,092,077
     
-
     
3,928
     
-
     
3,928
 
Other
   
-
     
-
     
-
     
23
     
-
     
23
 
Net loss
   
-
     
-
     
-
     
-
     
(2,160
)
   
(2,160
)
Balance, June 30, 2018
   
630
     
24,254,013
     
313
     
285,722
     
(269,201
)
   
16,834
 
Common stock awards under equity incentive plans
   
-
     
7,188
     
-
     
141
     
-
     
141
 
Exercise of common stock warrants
   
-
     
2,799,392
     
-
     
5,320
     
-
     
5,320
 
Exercise of common stock options
   
-
     
32,500
     
-
     
27
     
-
     
27
 
Other
   
-
     
-
     
-
     
18
     
-
     
18
 
Net loss
   
-
     
-
     
-
     
-
     
(1,627
)
   
(1,627
)
Balance, September 30, 2018
   
630
     
27,093,093
   
$
313
   
$
291,228
   
$
(270,828
)
 
$
20,713
 

Common stock issued under equity incentive plans for the nine months ended September 30, 2019 and 2018, follows.

   
2019
   
2018
 
   
Shares
Issued
   
Grant
Date Fair
Value Per
Share
   
Vesting
Period
(Years)
   
Shares
Issued
   
Grant Date
Fair Value
Per Share
   
Vesting
Period
(Years)
 
Three Months Ended March 31
                                   
Directors
   
30,887
   
$
3.22
     
1.0
     
50,469
   
$
1.38
     
1.0
 
Consultant
   
5,994
   
$
3.48
     
-
     
27,908
   
$
1.42
     
-
 
     
36,881
                     
78,377
                 
Three Months Ended June 30
                                               
Directors
   
118,111
   
$
2.86
     
1.0
     
208,829
   
$
1.78
     
1.0
 
Consultant
   
16,873
   
$
2.86
     
1.0
     
-
   
NA
   
NA
 
     
134,984
                     
208,829
                 
Three Months Ended September 30
                                               
Directors
   
15,290
   
$
2.82
     
0.9
     
-
   
NA
   
NA
 
Consultant
   
7,342
   
$
2.69
     
-
     
7,188
   
$
2.83
     
-
 
     
22,632
                     
7,188
                 

16

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

Options

Stock option activity for the nine months ended September 30, 2019 and 2018, follows.

   
2019
   
2018
 
   
Shares
Under
Options
     
Weighted
Average
Exercise
Price
   
Weighted
Average
Grant
Date Fair
Value
   
Weighted
Average
Remaining
Contractual
Life (Years)
   
Shares
Under
Options
     
Weighted
Average
Exercise
Price
   
Weighted
Average
Grant
Date Fair
Value
   
Weighted
Average
Remaining
Contractual
Life (Years)
 
Outstanding at January 1
   
950,727
   
$
3.06
           
8.5
     
639,658
   
$
8.83
           
7.2
 
Granted (1)
   
188,662
     
3.25
   
$
2.05
     
10.0
     
278,873
     
1.42
   
$
0.97
     
10.0
 
Cash exercised
   
(77,078
)
   
0.78
             
7.7
     
-
   
NA
           
NA
 
Forfeited
   
(25,548
)
   
5.66
             
5.3
     
(2,047
)
   
5.02
             
8.0
 
Outstanding at March 31
    1,036,763      
3.20
             
8.6
     
916,484
     
2.45
             
8.7
 
Granted (1)
   
98,221
     
3.04
   
$
1.84
     
10.0
     
-
   
NA
   
NA
   
NA
 
Cash exercised (2)
   
(78,734
)
   
1.10
             
8.2
     
-
   
NA
           
NA
 
Forfeited
   
(133,016
)
   
2.92
             
0.3
     
(23,964
)
   
1.21
             
9.4
 
Outstanding at June 30
   
923,234
     
3.40
             
8.4
     
892,520
     
2.49
             
8.4
 
Granted (1)
   
99,000
     
2.53
   
$
1.40
     
10.0
     
-
   
NA
   
NA
   
NA
 
Cash exercised
   
(10,000
)
   
0.85
             
7.6
     
(32,500
)
   
0.85
             
8.6
 
Forfeited
   
(13,450
)
   
11.42
             
4.7
     
(109,854
)
   
1.61
             
8.7
 
Outstanding at September 30
   
998,784
   
$
3.23
             
8.4
     
750,166
   
$
2.69
             
8.1
 


(1)
The options granted vest and become exercisable in annual or monthly installments ending four years from the date of grant.

(2)
Includes options for 31,955 shares of common stock at a weighted average exercise price of $1.16 per share for which we accelerated vesting upon termination of employment for an employee in June of 2019.  We expensed $0.1 million of incremental expense upon acceleration of vesting.

Restricted Stock Units

Restricted stock unit (RSU) activity for the nine months ended September 30, 2019 and 2018, follows.

   
2019
   
2018
 
   
RSU Shares
Issued to
Employees
   
Unrecognized
Stock
Compensation
(in thousands)
   
Weighted
Average
Expense
Period
(Years)
   
RSU Shares
Issued to
Employees
   
Unrecognized
Stock
Compensation
(in thousands)
   
Weighted
Average
Expense
Period
(Years)
 
Nonvested at January 1
   
1,215,000
   
$
683
     
2.3
     
1,175,000
   
$
161
     
3.0
 
Cancelled
   
-
     
-
             
(705,000
)
   
(31
)
       
Expensed
   
-
     
(77
)
                   
(11
)
       
Nonvested at March 31
   
1,215,000
     
606
     
2.0
     
470,000
     
119
     
2.8
 
Granted
   
132,062
     
107
     
2.3
     
-
     
-
         
Forfeited
   
(250,000
)
   
(155
)
           
(170,000
)
   
(30
)
       
Expensed
   
-
     
(66
)
           
-
     
(11
)
       
Nonvested at June 30
   
1,097,062
     
492
     
1.9
     
300,000
     
78
     
2.5
 
Granted
   
81,000
     
38
     
2.7
     
-
     
-
         
Forfeited
   
-
     
-
             
(130,000
)
   
(39
)
       
Expensed
   
-
     
(70
)
           
-
     
(4
)
       
Nonvested at September 30
   
1,178,062
   
$
460
     
1.7
     
170,000
   
$
35
     
2.3
 

17

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

As of September 30, 2019, we have outstanding RSUs covering a total of 1,178,062 shares of our common stock.  The shares subject to the RSUs vest based upon a vesting price equal to the volume weighted average trading price of our common stock over sixty-five consecutive trading days.  Subject to a minimum service period in certain grants, as described in the next sentence, the RSU shares vest as to (i) 117,806 shares on the date the vesting price equals or exceeds $5.00 per share (ii) 353,419 shares the date the vesting price equals or exceeds $10.00 per share and (iii) 706,837 shares the date the vesting price equals or exceeds $15.00 per share.  In certain RSUs, vesting occurs the later of the one-year anniversary of the grant and the date the shares reach the vesting price indicated in the preceding sentence.  The RSUs expire on the fifth anniversary of each grant.

Nonvested Stock

Summaries of nonvested stock activity for the nine months ended September 30, 2019 and 2018, follow (in thousands, except share and per share amounts).

   
2019
   
2018
 
   
Shares
Granted
   
Weighted
Average
Grant
Date Fair
Value Per
Share
   
Fair Value
   
Unrecog-
nized
Stock Comp-
ensation
   
Shares
Granted
   
Weighted
Average
Grant
Date Fair
Value Per
Share
   
Fair Value
   
Unrecog-
nized
Stock Comp-
ensation
 
                 
(1)

   
(2)

               
(1)

   
(2)

Nonvested at January 1
   
193,965
   
$
1.84
   
$
582
   
$
173
     
384,744
   
$
0.94
   
$
569
   
$
176
 
Granted
   
-
   
NA
   
NA
             
-
   
NA
   
NA
         
Vested
   
-
   
NA
   
NA
             
-
   
NA
   
NA
         
Nonvested at March 31
   
193,965
     
1.84
     
722
     
81
     
384,744
     
0.94
     
315
     
80
 
Granted to directors
   
118,111
     
2.86
     
338
             
208,875
     
1.78
     
372
         
Granted to consultants
   
16,873
     
2.86
     
48
             
-
   
NA
   
NA
         
Vested
   
(193,965
)
   
1.84
     
566
             
(384,744
)
   
0.94
     
686
         
Nonvested at June 30  (3)
   
134,984
     
2.86
     
393
     
374
     
208,875
     
1.78
     
451
     
360
 
Granted to directors
   
15,290
     
2.82
     
43
             
-
   
NA
   
NA
         
Vested
   
-
   
NA
   
NA
             
-
   
NA
   
NA
         
Nonvested at September 30
   
150,274
   
$
2.86
   
$
383
   
$
313
     
208,875
   
$
1.78
   
$
599
   
$
267
 


(1)
Represents pre-tax fair value, based on our closing stock prices, which would have been received by the holders of the stock had all such holders sold their underlying shares on the date indicated, the dates of grant or the dates of vesting, as applicable.

(2)
As of September 30, 2019 and 2018, unrecognized compensation is amortizing over a remaining period of 0.7 years.

(3)
Excluded 830,104 shares, issued to a supplier, nonvested and unearned as of June 30, 2019.  In February 2016, we issued 950,000 shares of common stock to that supplier.  The shares were 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 September 30, 2019, 119,896 shares were released from escrow.  We recalled and retired  the shares remaining in escrow, after the related supply agreement terminated in August 2019.  During the three months ended June 30, 2019 and March 31, 2019, we released from escrow and expensed the value of 11,492 and 9,148 shares earned by a vendor, at $2.92 per share, the fair value of the shares on January 1, 2019, when we adopted ASU 2018-07.  During the three months ended June 30, 2018 and March 31, 2018, we released from escrow and expensed the value of 10,660 shares ($2.16 per share) and 9,842 ($1.57 per share) shares earned by that vendor.  The shares released from escrow in 2018 were valued at the fair value of the shares when earned, under the guidance for nonemployee awards in effect in 2018, prior to our adoption of ASU 2018-07.

18

RiceBran Technologies
Notes to Unaudited Condensed Consolidated Financial Statements

Warrants

Warrant activity, excluding activity related to the Prefunded Warrant, for the nine months ended September 30, 2019 and 2018, follows.

   
2019
   
2018
 
   
Shares Under
Warrants
   
Weighted
Average
Exercise
Price
   
Weighted
Average
Remaining
Contractual
Life (Years)
   
Shares
Under
Warrants
   
Weighted
Average
Exercise
Price
   
Weighted
Average
Remaining
Contractual
Life (Years)
 
     
(1)

                             
Outstanding at January 1
   
10,252,714
   
$
2.25
     
2.3
     
21,157,273
   
$
2.30
     
3.4
 
Issued (2)
   
-
   
NA
   
NA
     
315,000
     
4.73
     
2.4
 
Cash exercised
   
(600,000
)
   
3.30
     
-
     
(1,827,999
)
   
0.96
     
4.1
 
Expired
   
(950,614
)
   
5.25
     
-
     
-
   
NA
   
NA
 
Outstanding at March 31
   
8,702,100
     
1.85
     
2.4
     
19,644,274
     
2.47
     
3.0
 
Cash exercised
   
-
   
NA
   
NA
     
(4,092,077
)
   
0.96
     
3.7
 
Expired
   
(989,875
)
   
5.60
     
-
     
(6,000
)
   
16.80
     
-
 
Outstanding at June 30
   
7,712,225
     
1.37
     
2.4
     
15,546,197
     
2.86
     
2.5
 
Cash exercised