RiceBran Technologies - Annual Report: 2019 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the year ended December 31, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from               to

Commission File Number 001-36245

(Exact name of registrant as specified in its Charter)

Registrant’s Telephone Number, Including Area Code: (281) 675-2421

Securities registered under Section 12(b) of the Exchange Act:

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 if the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended).  YES ☐ NO ☒

As of June 30, 2019, the aggregate market value of our common stock held by non-affiliates was approximately $70.1 million calculated by using the closing price of the common stock on such date on NASDAQ Capital Market of $2.91 per share.

As of March 24, 2020, there were 40,074,483 shares of common stock outstanding.

Documents incorporated by reference: Portions of the registrant’s Definitive Proxy Statement for its annual meeting of shareholders, which Definitive Proxy Statement will be filed with the Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2019, are incorporated by reference into Part III of this Annual Report on Form 10-K.

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FORM 10-K

INDEX

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes forward-looking statements that involve substantial risks and uncertainties.  These forward-looking statements are not historical facts, but are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions.  Words such as “believes,” “anticipates,” “expects,” “estimates,” “intends,” “plans,” “projects,” “will,” “may” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.  These forward-looking statements are not guarantees of future performance and concern matters that could subsequently differ materially from those described in the forward-looking statements.  Future events and actual results could differ materially from those discussed in this Annual Report.  These risks and uncertainties include those described in “Risk Factors” and elsewhere in this Annual Report.  Except as required by law, we undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this Annual Report.  We do not endorse any projections regarding future performance that may be made by third parties.

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

PART I

We are a specialty ingredient company focused on milling rice and other small grains and producing, processing and marketing value-added healthy, natural and nutrient dense products derived from these grains. Notably, through the application of our proprietary technologies we are a market leader in North America in converting raw rice bran into stabilized rice bran (SRB) and high value derivative products including:

 

Over the past decade, we have developed our products by optimizing our proprietary processes to support the production of healthy, natural, and non-genetically modified ingredients that are gluten free and free of all major allergens for use in baked goods, cereals, coatings, health foods, high-end animal nutrition, and animal health products. Our existing and target customers are food and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally.

We incorporated under the laws of the State of California in 2000.  From July 2003 until October 2012, our corporate name was “NutraCea.”  In October 2012, we changed our name to RiceBran Technologies.  Since 2018 our corporate headquarters is located in Texas.  Over the past several years, we have acquired and divested of certain investments:

We currently source SRB at four locations: two leased raw rice bran stabilization facilities located within supplier-owned rice mills in Arbuckle and West Sacramento, California, one company-owned rice bran stabilization facility in Mermentau, Louisiana, and our company-owned rice mill, Golden Ridge, in Wynne, Arkansas.  “Stage II” refers to the products produced using proprietary processing equipment and technology for the stabilization and further processing of rice bran into finished products.  We produce our Stage II products at our Dillon, Montana facility, including: RiSolubles, RiFiber, RiBalance, and our ProRyza family of products.

On November 28, 2018 we acquired Golden Ridge Rice Mills, LLC, a recently constructed rice milling and bran stabilization facility on nearly 32 acres in Wynne, Arkansas.  Golden Ridge provides us with a presence in the largest rice-producing state and a cost-efficient source of SRB that is close to many of our customers in the Midwest and Eastern U.S. Golden Ridge specializes in producing #1 and #2 Grade U.S. premium long and medium white rice milled to United States Department of Agriculture (USDA) standards, as well as brown rice, brewers rice, and brokens.  We believe these products offer synergies to our core SRB business and should enable our sales team to deepen our relationship with our customers. Golden Ridge adheres to standard operating procedures and passed all the prerequisite audits required to meet Good Manufacturing Practice (GMP) standards and Safe Quality Food (SQF) certifications.

On April 4, 2019 we acquired MGI Grain Processing, LLC’s grain milling and processing facility in East Grand Forks, Minnesota which specializes in processing barley and oats, and provides mustard toll milling services. MGI provides us with a milling presence in a key production region in the U.S. and a complimentary portfolio of barley and oat ingredients, as well as other ancient grains. This creates a synergy that fits well with our rice and rice bran products as they are purchased by substantially the same buyers as our rice products. MGI’s facility is an American Institute of Baking (AIB) certified barley pearling facility and is Hazard Analysis Critical Control Point (HACCP) certified. MGI is also pursuing SQF and organic certifications.

We believe our greatest market opportunities are in the food ingredient and animal nutrition markets.  Nutritionally balanced, minimally processed, gluten free, non-GMO and clean-label food and animal feed ingredients are in high demand, and we are strategically positioned to take advantage of this growing and sustainable market opportunity as discussed below in “Our Growth Strategy.”

Our SRB and derivative products are nutritional and beneficial food products that contain a unique combination of oil, protein, carbohydrates, vitamins, minerals, fibers, and antioxidants that enhance the nutritional value of popular consumer products. Our products replace ingredients like soy protein isolate, soy protein concentrate, modified food starch, pea protein, mustard flour and yeast at a significantly reduced cost.   Foods that are ideally suited for the addition of our SRB to their products include processed meats, cereals, snacks, beverages, baked goods, breading, and batters.

Our SRB is marketed as a feed ingredient in the United States and international animal nutrition markets, and we will continue to pursue sales opportunities with attractive margins in those markets.  SRB is currently used as an ingredient in equine feed ingredient as it has been shown to provide health benefits for show and performance horses. By extension, we believe that there are numerous market opportunities for utilizing SRB in the production of food for companion animals. We have multiple engagements with customers in the companion animal market, and we are aggressively pursuing other opportunities.

Rice is the staple food for over half of the world’s population, especially in some of the world’s most populous countries.  Asia accounts for roughly 90% of global rice production and China is the world’s number one rice producer.  Globally, the United States ranks 11th in rice production with approximately 2% of the global total.

When harvested from the field, individual rice kernels are stored in common receiving locations such as farm silos for future delivery to grain dryers or area rice mills.  At this stage, large quantities of individual rice kernels are collectively called “paddy rice,” or “rough” rice.  In this form, the rice kernel is fully enveloped by the rice hull, which serves as a protective cover, shielding the inner rice kernel from damage.

After storage and drying, if necessary, paddy rice is cleaned of foreign material (scalping, de-stoning and aspiration) before it enters the first stage of milling, or paddy husking.  In the paddy husker, the hull is removed from rough rice by differential speed rubber rollers.  Loosened hulls are carried off by aspiration.  After husking, a paddy separator uses a reciprocating motion to separate normal brown rice kernels (caryopsis) from unhusked kernels which are returned to the paddy husker.

In the second stage of milling, the outer brown layers of bran are removed from the inner white starch endosperm by an abrasive or frictional milling process which produces a milled, white rice kernel.  After milling, white rice is typically sorted by size to remove broken pieces of rice kernels from whole kernels, as well as color sorting to remove discolored kernels.  Additional stages may be required (per customer specifications) to polish the white rice to a smooth surface.

Raw rice bran collected from the milling process is composed of rice germ and several sub-layers (pericarp, testa, nucellus and aleurone) surrounding the white starchy endosperm.  Commercial rice bran makes up approximately 10% of rough rice by weight.  Rice germ, an especially nutrient rich material, makes up approximately 10% of commercial rice bran by weight.

As brown rice is milled into white rice, the oils present in raw rice bran come into contact with native lipase enzymes that are naturally present in the rice kernel.  These lipase enzymes initiate a rapid enzymatic hydrolysis of the oil, converting oils (triglycerides) into monoglycerides, diglycerides and free fatty acids (FFA).  As the FFA content builds in raw rice bran, the bran becomes unpalatable and off flavors (rancidity) develop.

If left unchecked, enzymatic degradation at normal room temperatures can increase the FFA levels to 5-8% within 24 hours and can continue at a rate of approximately 4-5% per day thereafter.  Enzymatic degradation is the most serious form of degradation of raw rice bran.  Rice bran stabilization is the process of carefully deactivating native enzymes to prevent the increase of FFA otherwise caused by lipase enzyme activity.  Proper stabilization is critical in the preservation of the nutritional value of the bran.

Historically, there have been a number of attempts to develop rice bran stabilization techniques, including the use of chemicals, microwave heating or variations of existing extrusion technology.  Many of these approaches have had limited success in part because they have produced rice bran with limited shelf life or with significant degradation of nutrients.

Our rice mill produces and sells long and medium grain brown and white rice, broken rice, raw bran, SRB, and hulls.

Our barley and oats mill produce and sell hulled barley, pearled barley, milled oats, steel-cut oats, flaked oats, hulls, and other products.

Our stabilization process uses proprietary innovations to create a combination of temperature, pressure and other conditions necessary to thoroughly deactivate enzymes without significantly damaging the structure or nutrient content of raw rice bran.  This means that higher value compounds in bran, such as oils, proteins and phytonutrients are left undamaged and are available for utilization.  Our process does not use chemicals to stabilize raw rice bran.

Our stabilizers are designed to be installed adjacent to, on the premises of or in near proximity to any conventional rice mill so that freshly milled raw rice bran can be quickly delivered to our proprietary stabilizers.  Process logic controllers maintain exact process conditions within the prescribed pressure/temperature regime.  In case of power failure or interruption of the flow of fresh bran into the system, the electronic control system is designed to purge the equipment of materials in process and resume production only after proper operating conditions are re-established.

SRB leaving our system is then discharged onto cooling units specifically designed to control air pressure and humidity.  Cooled SRB can be loaded into bulk hopper trucks for large volume customers or sent by pneumatic conveyor to a bagging unit for packaging into various size bags or 2,000-pound sacks.

Each stabilization module can process approximately 2,000 pounds of bran per hour and has a capacity of over 7,200 tons per year.  Stabilization production capacity can be doubled, tripled or further multiplied by installing additional units sharing a common conveyor and stage system.  We have also developed and tested a smaller production unit, with a maximum production capacity of 600 pounds per hour, for installation in locations where rice mills are substantially smaller than those in the United States.

Additional proprietary processes involve enzyme treatment of SRB to produce fractions enriched in one or more macronutrients, including proteins, fibers, lipids and micronutrients such as vitamins, minerals and phytosterols, among others.  In these processes SRB is in an aqueous slurry, is treated with one or more enzymes, centrifugally separated and the fractions dried on drum driers, spray driers or other drying systems.

Rice bran is free of all major allergens and is a valuable source of protein with a balanced amino acid profile for food ingredient products and is rich in healthy oil, vitamins, antioxidants, dietary fiber and other nutrients.  The approximate composition and caloric content of our SRB is as follows:

Fat (oil)	18-23%
Protein	12-16%
Total Dietary Fiber	20-30%
Moisture	4-8%
Ash	6-14%
Calories	3.2 kcal/gram

Rice bran contains approximately 18-23% oil, which has a favorable fatty acid composition and excellent heat stability.

Our stabilization and processing activities are an adaptation and refinement of standard food processing technology applied to rice bran.  We have chosen to treat our methods and processes as a trade secret and not to pursue process or process equipment patents on the original processes. As we develop improvements, we intend to periodically review whether we should seek patent protection for them.  We believe that certain unique products, and their biological effects, resulting from our SRB may be patentable in the future.  We also hold a number of U.S. registered trademarks and trade names and have applied for additional marks.

We continue to support internal as well as external R&D efforts that improve on existing technologies or lead to the development of new technologies relating to rice bran processing and applications.

We are pursuing a simple growth strategy based on a few key initiatives to grow our markets and business, improving our financial condition, and maximizing shareholder value.  The following points summarize our growth strategy:

The global and domestic markets are strong and rapidly expanding for minimally processed plant-based ingredients that provide dense and balanced nutrition in addition to evidence-based functionalities while also being non-GMO, gluten free and free of all major allergens.  The regulatory requirements to add front-of-label warnings on food items and increasing demand from consumers for foods that list fewer and less processed ingredients is driving food companies to replace standard food ingredients with cleaner ingredients, such as SRB.  We anticipate further incorporation of our food ingredients by major consumer packaged goods food companies as more food companies adopt rice bran as a standard clean label food ingredient. This trend is not limited to food ingredients, as we are finding similar transition to clean ingredients among high-end animal nutrition companies.

We use internal sales staff, outside independent sales representatives and third-party distributors to market our portfolio of products to customers domestically and internationally.  In 2019 and 2018, three customers accounted for 36% and 32% of our revenues, respectively.  We continue to focus efforts on diversification of our customer base in an attempt to mitigate the concentration of customers.

Our operations are subject to federal, foreign, state and local government laws and regulations, including those relating to zoning, workplace safety and accommodations for the disabled, and our relationships with our employees are subject to regulations, including minimum wage requirements, anti-discrimination laws, overtime and working conditions and citizenship requirements.

In both our United States and foreign markets, we are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints.  Such laws, regulations and other constraints exist at the federal, state and local levels in the United States, and at all levels of government in foreign jurisdictions, including regulations pertaining to the formulation, manufacturing, packaging, labeling, distribution, sale and storage of our products.  In addition, we are subject to regulations regarding product claims and advertising.

The formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to regulation by one or more federal agencies, primarily the Food & Drug Administration (FDA), the Federal Trade Commission (FTC) and the USDA.  Our activities are also regulated by various governmental agencies for the states and localities in which our products are manufactured and sold, as well as by governmental agencies in certain countries outside the United States.  Among other matters, regulation by the FDA and FTC is concerned with product safety and claims made with respect to a product’s ability to provide health-related benefits.  Specifically, the FDA, under the Federal Food, Drug and Cosmetic Act (FDCA), regulates the formulation, manufacturing, packaging, labeling, distribution and sale of food and food ingredients.  The FTC regulates the advertising of these products.

Federal agencies, primarily the FDA and the FTC, have a variety of procedures and enforcement remedies available to them, including initiating investigations, issuing warning letters and cease-and-desist orders, requiring corrective labeling or advertising, requiring consumer redress such as requiring that a company offer to repurchase products previously sold, seeking injunctive relief or product seizures, imposing civil penalties or commencing criminal prosecution.  In addition, certain state agencies have similar authority.  These federal and state agencies have in the past used these remedies in regulating participants in the food and food ingredient industries, including the imposition of civil penalties.

The FDA Food Safety Modernization Act (FSMA), enacted January 4, 2011, amended the FDCA to significantly enhance the FDA’s authority over various aspects of food regulation.  The FSMA granted the FDA mandatory recall authority when the FDA determines there is a reasonable probability that a food is adulterated or misbranded and that the use of, or exposure to, the food will cause serious adverse health consequences or death to humans or animals.  One of the more significant changes under FSMA is the requirement of hazard analysis and risk-based preventive controls (HARPC) for all human and animal food processing facilities.  We are committed to FSMA compliance and are SQF certified at all but one of our facilities, and certification for this facility is expected in 1Q20.

Any substance that is intentionally added to food is a food additive and is subject to premarket review and approval by the FDA, unless the substance is generally recognized, among qualified experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excluded from the definition of a food additive.  When an additive is proposed for use in a meat, its safety, technical function and conditions of use must also be evaluated by the USDA.  Because the USDA retains jurisdiction over meat products and food ingredients intended for use in meats, the use of our SRB meat enhancers is regulated by this agency.  SRB has USDA approval for use in certain meat products.

Animal feed ingredients are regulated by the FDA at the federal level and by the individual states.  Our SRB is defined for animal use as heat stabilized rice bran for use as a feed ingredient.

There are a number of companies that have invested significant resources to develop technologies for stabilizing and processing rice bran and who market rice bran products into multiple markets around the world.  We believe that we have best of breed technologies for stabilizing rice bran and, as such, have developed significant brand recognition in the animal feed and food ingredient product sectors both domestically and internationally.  Together with our decades of application technology know-how and proprietary processing methods, we believe that we have a first-to-market advantage over the competition with respect to our SRB.

We are aware of several new producers of rice-based animal nutrition and food ingredient products in the United States, Europe and Asia.  We believe that our major competitors include producers of isolated soy protein, wheat bran and oat bran, particularly in the food ingredients market segment. We compete with other companies that offer products incorporating SRB as well as companies that offer other food ingredients.  Many consumers may consider such products to be a replacement for the products we manufacture and distribute.

As of December 31, 2019, we had 121 employees.  From year to year we experience normal variable labor fluctuation at our production facilities.  We believe relations with our employees are good.  None of our employees are covered by collective bargaining agreements.

We maintain an Internet website at the following address: www.ricebrantech.com.  We make available on or through our Internet website certain reports and amendments to those reports that we file with the Securities and Exchange Commission (SEC) in accordance with the Securities Exchange Act of 1934 (Exchange Act).  These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and the reports of beneficial ownership.  We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.  The contents of our website are not incorporated by reference in this report on Form 10-K and shall not be deemed “filed” under the Exchange Act.

Our operations and financial results are subject to various risks and uncertainties, including those described below, which could adversely affect our business, financial condition, results of operations, cash flows and the trading price of our common stock.  Investors or potential investors in our stock should carefully consider the risks described below.

RISK FACTORS

We may need to raise additional funds through debt or equity financings in the future to achieve our business objectives and to satisfy our cash obligations, which would dilute the ownership of our existing shareholders and possibly subordinate certain of their rights to the rights of new investors.

In 2018 we identified material weaknesses in our internal control over financial reporting, and if we are unable to maintain effective internal control over financial reporting, investors could lose confidence in our consolidated financial statements and our Company, which could have a material adverse effect on our business and our stock price.

In the course of preparing the financial statements for the fiscal year ended December 31, 2018, our management determined that we had material weaknesses in our internal control over financial reporting, which related to our accounting for significant and complex acquisitions and equity transactions.  We have concluded that these material weaknesses in our internal control over financial reporting was primarily due to the relocation from Arizona to Texas in 2018 which reduced our accounting personnel that have the appropriate level of experience and technical expertise to oversee the accounting and financial reporting requirements related to significant and complex acquisitions and equity transactions.  As a result of these material weaknesses, in 2019, we initiated and implemented several remediation measures including, but not limited to: hiring a CPA licensed Chief Accounting Officer,  engaging third parties to (i) assist us in complying with the accounting and financial reporting requirements related to significant and complex acquisitions and equity transactions; and (ii) assist us with formalizing our business processes, accounting policies and internal control documentation, strengthening supervisory reviews by our management, and evaluating the effectiveness of our internal controls in accordance with the framework established by Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission.  If these steps prove to be inadequate and we fail to fully remediate these material weaknesses or fail to maintain effective internal controls in the future, it could result in a material misstatement of our consolidated financial statements that would not be prevented or detected on a timely basis, which could cause investors to lose confidence in our financial information or cause the trading price of our common stock to decline.

We may face difficulties integrating businesses we acquire.

 

 

 

 

 

 

Adverse economic, weather, or other conditions may impact our supply and the price of rice, raw rice bran, stabilized rice bran, barley, and oats.

If economic or weather conditions, for example drought conditions in California or flooding in Arkansas and Louisiana, adversely affect the amount of rice planted or harvested, the cost of rice bran products that we use may increase. We are not always able to immediately pass cost increases to our customers and any increase in the cost of SRB products could have an adverse effect on our results of operations.

The cost of our raw materials may increase if economic or weather conditions impact crop production. Drought conditions in California could decrease rice yields there, for example, or excessive moisture could delay planting or decrease planted rice acres in Arkansas and Louisiana. Drought or excessive moisture can have similar impacts on the timing and number of acres planted to barley and oats in Minnesota, North Dakota, and Manitoba as well. We are not always able to immediately pass cost increases to our customers and any increase in the cost of our rice and rice coproducts, SRB products, and oat and barley products could have an adverse effect on our results of operations.

Damage or disruption to the capabilities of our suppliers may impair our ability to manufacture and/or sell our products. We are actively monitoring the recent novel coronavirus (COVID-19) outbreak and its potential impact on our supply chain and operations. Current and future port closures and other restrictions resulting from the outbreak may restrict global supply, which may cause the price of raw materials used in our products to increase. We are unable to accurately predict the impact that COVID-19 will have due to various uncertainties, including the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and actions that governmental authorities may take.

We are dependent on key employees.

There can be no assurance that we will continue to meet these continued listing requirements or other Nasdaq compliance standards in the future.

Not applicable.

We believe that all facilities are in good operating condition, the machinery and equipment are well-maintained, the facilities are suitable for their intended purposes and they have capacities adequate for current operations.  The properties are covered by insurance but insurance for the properties located in Louisiana is subject to high deductibles and limitations on damages due to tropical storms.

We currently are not a party to any material litigation or other material legal proceedings. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business.

Not applicable.

PART II

Our common stock is traded on the NASDAQ Capital Market under the symbol “RIBT.”  Our CUSIP No. is 762831204.

As of March 20, 2020, there were approximately 232 holders of record and 6,572 beneficial owners of our common stock.

We have never declared or paid any cash dividends on our common stock.  We currently anticipate that we will retain all future earnings for the expansion and operation of our business and do not anticipate paying cash dividends in the foreseeable future.

During the quarter ended December 31, 2019, we issued the securities described below without registration under the Securities Act.  Unless otherwise indicated below, the securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.  The issuance below was made without any public solicitation, to a limited number of persons and were acquired for investment purposes only.

On October 7, 2019, we issued 85,409 shares of common stock upon the exercise of a warrant for $81,933.

We did not repurchase any of our common stock in 2019.

Not applicable.

See Note 3 of our Notes to Consolidated Financial Statements for a discussion of 2019 and 2018 acquisitions.

Revenues increased $9.0 million, or 61%, in 2019 compared to the prior year, with overall growth supported by the acquisition of Golden Ridge in November 2018, and MGI Grain in April 2019.  Food product revenues increased 97% year over year, primarily due to the addition of new products for human consumption from Golden Ridge and MGI Grain.  Animal feed product revenues increased 10%.  Animal feed product growth was primarily due to increased buying from our existing SRB customer base.

Gross profit percentage decreased 23.8 percentage points to negative 3.6% in 2019 from 20.2% in the prior year.  The decrease in gross profit was primarily attributable to operating losses at Golden Ridge due to an unfavorable contract to sell medium grain rice entered into by the seller of the mill and low levels of plant utilization in the latter half of the year while the mill was going through a planned upgrade cycle. With this project completed in early January 2020, we expect to see improved productivity and a positive contribution margin from Golden Ridge in 2020.

Selling, general and administrative (SG&A) expenses were $13.7 million in 2019, compared to $11.2 million in 2018, an increase of $2.5 million, or 22.4%.  Outside services increased $1.1 million in 2019, compared to the prior year, primarily as a result of higher outside accounting, legal and professional fees associated with the acquisition of Golden Ridge and MGI Grain. Salary, wages and benefit related expenses increased $1.1 million in 2019, compared to the prior year, driven substantially by equity grants and outside labor costs. Bad debt expense increased $0.2 million and rent expense increased $0.1 million in 2019, compared to the prior year.

Other, net was $0.9 million for 2019 compared to $0.2 million in 2018.  This increase was primarily related to the settlement of a net working capital dispute and other issues with the seller of Golden Ridge.

See Note 1 of our Notes to Consolidated Financial Statements for a discussion of liquidity.

Cash used in operating activities of continuing operations is presented below (in thousands).

We used $13.5 million in operating cash during 2019, compared to $5.2 million of operating cash in 2018.  We also funded $4.4 million of capital expenditures in 2019, compared to $3.3 million in the prior year.  These capital expenditures relate primarily to our capacity expansion and debottlenecking at Golden Ridge, leasehold improvements at our Riverside facility, and our specialty ingredients’ equipment in our Dillon plant.  Offsetting these uses of cash was $19.4 million of proceeds from issuances of common stock and a prefunded warrant, as well as $2.2 million of proceeds from option and warrant exercises.

The accompanying consolidated financial statements have been prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses.  These estimates and assumptions are affected by the application of our accounting policies.  Our significant accounting policies are described in Note 2 to our Consolidated Financial Statements.  Critical accounting estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods.  While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions.  It is possible that materially different amounts would be reported using different assumptions.  The following is a description of what we consider to be our most significant critical accounting policies.

Inventories - Inventories are stated at the lower of cost or net realizable value, with cost determined by the first-in, first-out method.  We employ a full absorption procedure using standard cost techniques for the majority of our operations.  The standards are customarily reviewed and adjusted so that they are materially consistent with actual purchase and production costs.  Provisions for potentially obsolete or slow-moving inventory are made based upon our analysis of inventory levels, historical obsolescence and future sales forecasts, while inventory determined to be obsolete is written off immediately.

Property and Equipment – Property and equipment are stated at cost less accumulated depreciation.  Depreciation is computed on the straight-line basis over the estimated useful lives of the assets.  Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized.  Gains or losses on the sale of property and equipment are reflected in net income (loss).

Impairment of long-lived assets - We review our long-lived assets, such as property and equipment, operating lease assets, and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset.  An impairment loss is recognized based on the difference between the carrying values and estimated fair value.  The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year.  Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences.  Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.

Goodwill – Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired.  Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value.  We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.  If we conclude that is the case, or chose to not perform the qualitative assessment, we quantify the reporting unit’s fair value.  If the carrying amount of the reporting unit exceeds its fair value, we will record an impairment loss based on the difference.  The impairment loss will be limited to the amount of goodwill allocated to that reporting unit.  Multiple valuation techniques may be used to assess the fair value of the reporting unit.  All of these techniques include the use of estimates and assumptions that are inherently uncertain.  Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both.

Intangible Assets, exclusive of goodwill – Recognized intangible assets, exclusive of goodwill, are amortized over the useful lives of the assets unless that life is determined to be indefinite.  All of our intangible assets, exclusive of goodwill, are finite lived.  We evaluate the remaining useful life of an intangible asset each reporting period to determine whether events or circumstances may indicate that a revision to the useful life is warranted to reflect the remaining expected use of the asset.  If an intangible asset’s useful life is determined to be finite, but the precise length of that life is not known, the intangible asset is amortized over our best estimate of the asset’s useful life in a manner that reflects the pattern in which the asset’s economic benefits are consumed or expected to be realized.  We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset.  Our primary intangible asset, exclusive of goodwill, is a customer relationship intangible which was recognized in the acquisition of MGI and derives its value from future cash flows expected from the customers acquired from MGI.  Changes in the actual or estimated cash flows of these customers could result in a material adjustment to amortization expense, an impairment loss, or both.  Estimates of future cash flows are based on many factors, including current cash flows, expected market trends and competitive influences.

Revenue Recognition – We account for a contract with a customer when the written contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.  Substantially all of our revenue is derived by fulfilling customer orders for the purchase of our products under contracts which contain a single performance obligation, to supply continually defined quantities of product at fixed prices.  We account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service.  We recognize revenue at the point in time that control of the ordered product(s) is transferred to the customer, which is upon delivery to the customer, or its designee at our location, a customer location or other customer-designated delivery point.  For substantially all of our contracts, control of the ordered product(s) transfers at our location.  Amounts invoiced to customers for shipping and handling are reported as revenues and the related costs incurred to deliver product to the customer are reported as cost of goods sold.

Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling product orders.  Incidental items that are immaterial in the context of the contract are recognized as expense.  Our contracts do not include a significant financing component.  Our contracts may include terms that could cause variability in the transaction price, including, for example, rebates and volume discounts, or other forms of contingent revenue.  The amount of consideration we expect to receive and revenue we recognize includes estimates of variable consideration, including costs for rebates and discounts.  If the consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or most likely amount method.  Changes in judgments and estimates regarding probability of collection and variable consideration might result in a change in the timing or amount of revenue recognized.

Not applicable.

		2019				2018
ASSETS
Current assets:
Cash and cash equivalents		$	8,444			$	7,044
Restricted cash			-				225
Accounts receivable, net of allowance for doubtful accounts of $347 and $14			3,738				2,529
Receivable from sellers of Golden Ridge - working capital adjustment to purchase price			-				1,147
Inventories			898				958
Other current assets			691				610
Total current assets			13,771				12,513
Property and equipment, net			19,077				15,010
Operating lease right-of-use assets			2,752				-
Goodwill			3,915				3,178
Intangible assets			950				16
Other long-term assets			27				-
Total assets		$	40,492			$	30,717
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	833			$	1,583
Commodities payable			829				2,735
Accrued salary, wages and benefits			877				933
Accrued expenses			1,000				520
Customer prepayments			12				145
Operating lease liabilities, current portion			309				-
Finance lease liabilities, current portion			101				45
Payable to purchaser of HN - working capital adjustment to purchase price			-				259
Note payable to seller of Golden Ridge			-				609
Due under factoring agreement			1,823				-
Long-term debt, current portion			28				32
Total current liabilities			5,812				6,861
Operating lease liabilities, less current portion			2,674				-
Finance lease liabilities, less current portion			190				86
Long-term debt, less current portion			73				59
Total liabilities			8,749				7,006
Commitments and contingencies
Shareholders’ equity:
Preferred stock, 20,000,000 shares authorized:
Series G, convertible, 3,000 shares authorized, stated value $225 and $450, 225 shares and 405 shares, issued and outstanding			112				201
Common stock, no par value, 50,000,000 shares authorized, 40,474,483 shares and 29,098,207 shares, issued and outstanding			318,811				296,739
Accumulated deficit			(287,180	)			(273,229	)
Total shareholders’ equity			31,743				23,711
Total liabilities and shareholders’ equity		$	40,492			$	30,717

		Shares
		Preferred Series G				Common				Preferred Stock				Common Stock				Accumulated Deficit				Equity
Balance, January 1, 2018			630				18,046,731			$	313			$	279,548			$	(265,128	)		$	14,733
Common stock awards under equity incentive plans			-				312,556				-				790				-				790
Exercise of common stock options			-				32,500				-				28				-				28
Conversion of preferred stock into common stock			(225	)			213,523				(112	)			112				-				-
Exercise of common stock warrants			-				8,826,230				-				11,106				-				11,106
Acquisition of Golden Ridge			-				1,666,667				-				5,000				-				5,000
Other			-				-				-				155				-				155
Net loss			-				-				-				-				(8,101	)			(8,101	)
Balance, December 31, 2018			405				29,098,207				201				296,739				(273,229	)			23,711
Sales of common stock and Prefunded Warrant, net of costs			-				9,831,668				-				19,422				-				19,422
Exercise of Prefunded Warrant			-				1,003,344				-				10				-				10
Common stock awards under equity incentive plans			-				289,349				-				1,360				-				1,360
Exercise of common stock options			-				165,812				-				156				-				156
Conversion of preferred stock into common stock			(180	)			170,818				(89	)			89				-				-
Exercise of common stock warrants			-				685,409				-				2,062				-				2,062
Retirement of unvested shares			-				(830,124	)			-				-				-				-
Retirement of shares received in settlement with sellers of Golden Ridge			-				(340,000	)			-				(1,027	)			-				(1,027	)
Net loss			-				-				-				-				(13,951	)			(13,951	)
Balance, December 31, 2019			225				40,074,483			$	112			$	318,811			$	(287,180	)		$	31,743

		Estimated at June 30, 2019				Adjustments				Final as of December 31, 2019
Cash		$	3,795			$	-			$	3,795
Working capital adjustment to purchase price			(38	)			20				(18	)
Total fair value of consideration transferred			3,757				20				3,777
Accounts receivable			591				-				591
Inventories			149				-				149
Deposits and other current assets			4				8				12
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				8				3,040
Goodwill		$	725			$	12			$	737

		Year Ended December 31
		2019				2018
Revenues (in thousands)		$	224,913			$	17,542
Loss from continuing operations (in thousands)		$	(13,432	)		$	(7,792	)
Loss per share - continuing operations		$	(0.42	)		$	(0.35	)
Weighted average number of common shares outstanding - basic and diluted			32,359,316				22,099,149

		Estimated at Acquisition and as of December 31, 2018				Adjustments				Final as of December 31, 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

Revenues (in thousands)		$	30,289
Loss from continuing operations (in thousands)		$	(10,601	)
Loss per share - continuing operations		$	(0.45	)
Weighted average number of common shares outstanding - basic and diluted			23,615,131

		Customer
			A				B				C				D				E
% of revenue, 2019			11	%			9	%			16	%			3	%			2	%
% of revenue, 2018			17	%			14	%			1	%			4	%			-	%
% of accounts receivable, as of December 31, 2019			10	%			8	%			31	%			-	%			10	%
% of accounts receivable, as of December 31, 2018			13	%			-	%			16	%			14	%			-	%

		Year Ended December 31
		2019				2018
United States		$	22,533			$	13,469
Other countries			1,180				1,293
Revenues		$	23,713			$	14,762

		Year Ended December 31
		2019				2018
Food		$	16,957			$	8,600
Animal nutrition			6,756				6,162
Revenues		$	23,713			$	14,762

		December 31
		2019				2018
Finished goods		$	698			$	853
Raw materials			90				3
Packaging			110				102
Inventories		$	898			$	958

		December 31
		2019				2018			Estimated Useful Lives
Land		$	730			$	585
Furniture and fixtures			476				430		5-10 years
Plant			9,667				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			16,864				13,528		5-15 years
Property and equipment, cost			31,073				25,132
Less accumulated depreciation			11,996				10,122
Property and equipment, net		$	19,077			$	15,010

		Year Ended December 31
		2019				2018
Goodwill, beginning of period		$	3,178			$	-
Golden Ridge acquisition			-				3,178
MGI acquistion			737				-
Goodwill, end of period		$	3,915			$	3,178

		December 31, 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			$	20			$	910			$	-			$	-			$	-
Trademarks			10				13				1				12				-				-				-
Non-compete agreement			5				22				3				19				-				-				-
Other			17				32				23				9				32				16				16
Total intangible assets						$	997			$	47			$	950			$	32			$	16			$	16

2020		$	228
2021			196
2022			146
2023			110
2024			80
Thereafter			190
Total amortization		$	950

Finance lease cost:
Amortization of right-of use assets, included in cost of goods sold		$	60
Interest on lease liabilities			14
Operating lease cost, included in selling, general and administrative expenses:
Fixed leases cost			522
Variable lease cost			132
Short-term lease cost, included in cost of goods sold			21
Total lease cost		$	749
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases		$	14
Operating cash flows from operating leases		$	522
Financing cash flows from finance leases		$	79

		Operating Leases				Finance Leases
Remaining lease terms (in years)			0.3-13.2				1.1-4.5
Weighted average remaining lease terms (in years)			7.8				3.3
Discount rates			4.9%-9.0	%			4.3%-7.3	%
Weighted average discount rate			7.6	%			5.8	%

		Operating Leases				Finance Leases
2020		$	525			$	115
2021			536				91
2022			548				68
2023			528				38
2024			428				11
Thereafter			1,469				-
Total lease payments			4,034				323
Amounts representing interest			(1,051	)			(32	)
Present value of lease obligations		$	2,983			$	291

		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

		December 31
		2019				2018
Equipment notes - Initially recorded in November 2018, in the acquisition of Golden Ridge, at the present value of future payments using a discount rate of 4.8%, which we determined approximated the market rate for similar debt with similar maturities as of the date of acquisition.  Payable in monthly installments. Expire at dates ranging through 2022.		$	62			$	91
Equipment note - Dated December 2019.  Due in monthly installments through December 2024. Interest accrues at the effective discount rate of 9.3%.			39				-
Total long term debt		$	101			$	91

2020		$	28
2021			31
2022			23
2023			9
2024			10
		$	101

		Year Ended December 31
		2019				2018
Common stock, vested at issuance and nonvested at issuance		$	721			$	555
Stock options			354				132
Restricted stock units			225				103
Compensation expense related to common stock awards issued under equity incentive plan		$	1,300			$	790

		2019												2018
		Shares Issued				Weighted Average Grant Date Fair Value Per Share				Weighted Average Vesting Period (Years)				Shares Issued				Weighted Average Grant Date Fair Value Per Share				Weighted Average Vesting Period (Years)
Twelve Months Ended December 31
Directors			219,401			$	2.27				0.6				220,046			$	1.83				1.0
Employees			30,887			$	3.22				-				50,469			$	1.38				-
Consultants			39,061			$	2.76				0.4				42,041			$	1.90				-
			289,349												312,556

		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			150,274				2.88				432								220,072				1.83				403
Vested			(227,711	)			1.99				613								(410,851	)			1.00				763
Nonvested at December 31			116,528			$	2.88			$	171			$	160				193,965			$	1.84			$	582			$	173

			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)
$0.85				115,500			$	0.85				7.3				52,750			$	0.85				7.3
$1.09 to $1.98				146,431				1.39				7.9				38,513				1.40				7.6
$2.53 to $2.97				458,750				2.80				9.0				78,500				2.87				8.4
$3.19 to $3.52				199,817				3.30				8.8				20,631				3.47				5.5
$4.27 to $4.77				38,105				4.57				4.6				38,071				4.57				4.6
$16.00 to $74.00				37,406				21.37				1.7				37,406				21.37				1.7
				996,009			$	3.23				8.1				265,871			$	5.15				6.4

		Year Ended December 31
		2019			2018
Assumed volatility		64% - 69%			75% - 81%
		(67% weighted average)			(78% weighted average)
Assumed risk free interest rate		1.8% - 2.7%			2.2% - 2.8%
		(2.4% weighted average)			(2.5% weighted average)
Average expected life of options (in years)		6.1 - 6.3			6.2
		(6.2 weighted average)			(6.2 weighted average)
Expected dividends		-			-

		Year Ended December 31
		2019			2018
Assumed volatility		43% - 44%			45.0%
		(44% weighted average)
Assumed risk free interest rate		1.4% - 2.3%			2.9% - 3.0%
		(1.8% weighted average)			(3.0% weighted average)
Expected dividends		-			-

		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)
Outstanding at January 1			10,252,714			$	2.25				2.3				21,157,273			$	2.30				3.4
Issued (1)			-			NA				NA					315,000				4.73			NA
Cash exercised			(685,409	)			3.01				0.3				(8,686,838	)			1.28				3.6
Cashless exercised (2)			-			NA				NA					(300,000	)			1.60				1.8
Impact of modification (3):
After modification			-			NA				NA					600,000				3.30				0.6
Prior to modification			-			NA				NA					(850,000	)			5.27				1.6
Expired			(2,035,025	)			5.25				-				(1,982,721	)			6.61			NA
Outstanding at December 31			7,532,280			$	1.32				1.9				10,252,714			$	2.25				2.3

Range of Exercise Prices			Shares Under Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (Years)
$0.96				6,680,585			$	0.96				2.1
$2.00				50,000				2.00				3.1
$5.25 to $5.87				621,695				5.26				0.2
				7,352,280			$	1.32				1.9

		December 31
		2019				2018
Net operating loss carryforwards		$	7,672			$	4,541
Stock options and warrants			420				214
Property			138				299
Intangible assets			66				94
Capitalized expenses			54				86
Other			210				164
Operating right-of-use lease assets			(667	)
Operating right-of-use lease liabilities			794
Net deferred tax assets			8,687				5,398
Less: Valuation allowance			(8,687	)			(5,398	)
Deferred tax asset (liability)		$	-			$	-

		Year Ended December 31
		2019				2018
Vaulation allowances, beginning of year		$	5,398			$	13,872
Net operating loss			3,284				1,920
Expiration of net operating losses and limitations			(7	)			(9,939	)
Adjustment to deferred taxes			29				(321	)
Impact of state tax rate change			26				(146	)
Other adjusments			(43	)			12
Valuation allowance, end of year		$	8,687			$	5,398

		Year Ended December 31
		2019				2018
Income tax benefit at federal statutory rate		$	(2,928	)		$	(1,692	)
Increase (decrease) resulting from:
State tax benefit, net of federal tax effect			(437	)			(184	)
Effect of change in state tax rate			(26	)			146
Change in valuation allowance			3,341				(8,474	)
Expirations of net operating losses and application of IRC 382 limitation			7				9,939
Adjustments to deferreds			(29	)			321
Other			72				(11	)
Income tax expense		$	-			$	45

		Year Ended December 31
		2019				2018
NUMERATOR: Basic and diluted - loss from continuing operations (in thousands)		$	(13,735	)		$	(8,101	)
DENOMINATOR: Basic and diluted - weighted average number of common shares outstanding (in thousands)			32,359,316				22,099,149
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			1,024,811				911,264
Warrants			8,443,547				16,383,944
Convertible preferred stock			224,848				581,680
Restricted stock units			1,235,287				623,603
Weighted average number of nonvested shares of common stock not included in diluted EPS because effect would be antidilutive			659,581				1,169,986

				Incorporated by Reference
Exhibit Number		Exhibit Description		Form		File No.		Exhibit Number		Filing/Effective Date		Filed Herewith
3.01.01		Restated and Amended Articles of Incorporation filed with the Secretary of State of California on December 13, 2001		10-KSB		000-32565		3.3		April 16, 2002
3.01.02		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on August 4, 2003		SB-2		333-129839		3.01.1		November 18, 2005
3.01.03		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on October 31, 2003		10-QSB		000-32565		3.4		November 19, 2003
3.01.04		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on September 29, 2005		SB-2		333-129839		3.03		November 18, 2005
3.01.05		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on August 20, 2007		10-Q		000-32565		3.1		August 14, 2007
3.01.06		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on June 30, 2011		8-K		000-32565		3.1		July 5, 2011
3.01.07		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on July 12, 2013		10-Q		000-32565		3.1		August 14, 2013
3.01.08		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on May 30, 2014		S-3		333-196541		3.01.08		June 5, 2014
3.01.09		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on February 15, 2017		S-3		333-217131		3.1.9		April 04, 2017
3.02		Certificate of Designation of the Rights, Preferences, and Privileges of the Series A Preferred Stock filed with the Secretary of State of California on December 13, 2001		SB-2		333-89790		4.1		June 4, 2002
3.03		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		000-32565		3.1		October 4, 2005
3.04		Certificate of Determination, Preferences and Rights of Series C Convertible Preferred Stock filed with the Secretary of State of California on May 10, 2006		8-K		000-32565		3.1		May 15, 2006
3.05		Certificate of Determination, Preferences and Rights of the Series D Convertible Preferred Stock, filed with the Secretary of State of California on October 17, 2008		8-K		000-32565		3.1		October 20, 2008
3.06		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		000-32565		3.1		May 8, 2009
3.07		Certificate of Determination, Preferences and Rights of the Series F Convertible Preferred Stock, filed with the Secretary of State of California on February 18, 2016		8-K		000-32565		3.1		February 23, 2016
3.08		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		000-32565		3.1		February 15, 2017
3.09.1		Bylaws		SB-2		333-134957		3.05		June 12, 2006
3.09.2		Amendment of Bylaws, effective June 19, 2007		8-K		000-32565		3.1		June 25, 2007
3.09.3		Amendment of Bylaws, effective December 4, 2009		8-K		000-32565		3.1		December 10, 2009
3.09.4		Amendment of Bylaws, effective as of February 13, 2017		S-3		333-217131		3.9.4		April 04, 2017
3.1		Amendment to Bylaws, effective July 30, 2019		8-K		001-36245		3.1		August 5, 2019

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

	RICEBRAN TECHNOLOGIES
Date: March 24, 2020	By:	/s/ Brent Rystrom
		Brent Rystrom
		Director and Chief Executive Officer

Signature		Title		Date
Principal Executive Officer:
/s/ Brent R. Rystrom		Director and Chief Executive Officer		March 24, 2020
Brent R. Rystrom
Principal Financial Officer
and Principal Accounting Officer:
/s/ Todd T. Mitchell		Chief Financial Officer		March 24, 2020
Todd T. Mitchell
Additional Directors:
/s/ Peter G. Bradley		Director		March 24, 2020
Peter Bradley
/s/ Beth Bronner		Director		March 24, 2020
Beth Bronner
/s/ David I. Chemerow		Director		March 24, 2020
David I. Chemerow
/s/ Ari Gendason		Director		March 24, 2020
Ari Gendason
/s/ Brent D. Rosenthal		Director and Chairman		March 24, 2020
Brent D. Rosenthal