**FORM 10-QSB**

 

**U.S. SECURITIES AND EXCHANGE COMMISSION**

 

## ***Washington, D.C. 20549***

 

**QUARTERLYREPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

## ***For the quarterly period ended***

**June 30, 2002**

 

**Commission file number 0-24285**

 

**The RiceX Company**

 

|                                                                     |   | **68-0412200**                   |
|--------------------------------------------------------------------------|--------|----------------------------------|
| Incorporated  in **Delaware**                                            |   | IRS  Employer Identification No. |
|                                                                     |   |                             |
| **1241 Hawk’s Flight Court, El Dorado Hills,  CA  95762** |
| Registrant’s  Telephone No. **(916) 933-3000**                      |

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter 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 ý   No o

 

Numberof shares of common stock outstanding as of August 2, 2002:

38,829,350

 

TRANSITIONALSMALL BUSINESS DISCLOSURE FORMAT (Check One):

 

Yeso   No ý

 

 

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**THE RICEX COMPANY**

**FORM 10-QSB FOR THEQUARTER ENDED JUNE 30, 2002**

 

**INDEX**

 
| Part I.    | Financial Information                                           |
|------------|-----------------------------------------------------------------|
|       |                                                            |
| Item 1.    | Unaudited Financial Statements                                  |
|       |                                                            |   |
|       | a)                                                              | Unaudited Consolidated  Balance Sheet at June 30, 2002 |
|       | b)                                                              | Unaudited  Consolidated Statements of Operations for the quarter and six month periods  ended June 30, 2002 and 2001 |
|       | c)                                                              | Unaudited  Consolidated Statements of Cash Flow for the quarter and six month periods  ended June 30, 2002 and 2001 |
|       | d)                                                              | Notes  to unaudited financial statements |
|       |                                                            |   |
| Item  2.   | Management’s  Discussion and Analysis or Plan of Operation |
|       |                                                            |   |
| Part II.   | Other Information                                               |
|       |                                                            |   |
| Item 1.    | Legal Proceedings                                               |
|       |                                                            |   |
| Item 2.    | Changes In Securities                                           |
|       |                                                            |   |
| Item 3.    | Defaults Upon  Senior Securities                                |
|       |                                                            |   |
| Item  4.   | Submission  of Matters to a Vote of Security Holders            |
|       |                                                            |   |
| Item 5.    | Other Information                                               |
|       |                                                            |   |
| Item 6.    | Exhibits and  Reports on Form 8-K.                              |
|       |                                                            |   |
|       | a)                                                              | Exhibits |
|       |                                                            |   |
|       | b)                                                              | Reports on Form 8-K |
|       |                                                            |   |
| Signatures |                                                            |   |
|            |                                                                 |  |  |  |

 

2

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**THE RICEX COMPANY**

**CONSOLIDATED BALANCE SHEET**

**June 30, 2002**

(unaudited)

 
| ASSETS                                                                                                            |   |        |      |
|-------------------------------------------------------------------------------------------------------------------|--------|-------------|-----------|
|                                                                                                              |   |        |      |
| CURRENT ASSETS:                                                                                                   |   |        |      |
| Cash and cash equivalents                                                                                         |   | $           | 1,900,144 |   |
| Trade accounts receivable                                                                                         |   | 742,761     |      |
| Inventories                                                                                                       |   | 291,125     |      |
| Deposits and other current assets                                                                                 |   | 164,281     |      |
|                                                                                                              |   |        |      |
| Total current assets                                                                                              |   | 3,098,311   |      |
|                                                                                                              |   |        |      |
| PROPERTY AND EQUIPMENT, net                                                                                       |   | 1,445,094   |      |
|                                                                                                              |   |        |      |
| OTHER ASSETS                                                                                                      |   | 91,986      |      |
|                                                                                                              |   | $           | 4,635,391 |   |
|                                                                                                              |   |        |      |
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)                                                               |   |        |      |
|                                                                                                              |   |        |      |
| CURRENT LIABILITIES:                                                                                              |   |        |      |
| Accounts payable and accrued liabilities                                                                          |   | $           | 315,315   |   |
|                                                                                                              |   |        |      |
| Total current liabilities                                                                                         |   | 315,315     |      |
| Total liabilities                                                                                                 |   | 315,315     |      |
|                                                                                                              |   |        |      |
|                                                                                                              |   |        |      |
| SHAREHOLDERS’ EQUITY (DEFICIT)                                                                               |   |        |      |
| Preferred stock, par value $.00l per  share, 10,000,000 shares authorized, no shares issued and outstanding       |   | —      |      |
| Common stock, par value $.001 per share,  100,000,000 shares authorized, 38,829,350 shares issued and outstanding |   | 38,829      |      |
| Additional paid-in capital                                                                                        |   | 29,273,888  |      |
| Accumulated deficit                                                                                               |   | (24,992,641 | )         |
|                                                                                                              |   |        |      |
| Total shareholders’ equity                                                                                   |   | 4,320,076   |      |
|                                                                                                              |   | $           | 4,635,391 |   |

 

The accompanying notes are an integral partof these unaudited consolidated financial statements.

 

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**THE RICEX COMPANY**

**CONSOLIDATED STATEMENTS OF OPERATIONS**

(unaudited)

 
|                                           |   | **Quarters ended** |      | **Six months ended** |   |
|------------------------------------------------|--------|--------------------|-----------|----------------------|--------|
|                                           |   | **June 30,  2002** |      | **June 30,  2001**   |   | **June 30,  2002** |   | **June 30,  2001** |   |
| Revenues                                       |   |               |      |                 |   |   |   |   |   |
| Sales                                          |   | $                  | 1,217,648 |                 | $      | 1,674,593 |   | $ | 2,634,939 |   | $ | 2,843,236 |   |
| Royalties                                      |   | 1,924              |      | 5,407                |   | 2,255 |   | 12,624 |   |
|                                           |   | 1,219,572          |      | 1,680,000            |   | 2,637,194 |   | 2,855,860 |   |
|                                           |   |               |      |                 |   |   |   |   |   |
| Cost  of sales                                 |   | 485,604            |      | 743,350              |   | 1,010,665 |   | 1,509,785 |   |
|                                           |   | 733,968            |      | 936,650              |   | 1,626,529 |   | 1,346,075 |   |
|                                           |   |               |      |                 |   |   |   |   |   |
| Research  and development expenses             |   | 53,767             |      | 32,240               |   | 118,454 |   | 101,304 |   |
| Selling,  general and administrative expenses  |   | 492,881            |      | 385,753              |   | 886,592 |   | 715,385 |   |
| Professional  fees                             |   | 131,736            |      | 132,254              |   | 233,853 |   | 242,007 |   |
| Investor  relations                            |   | 37,301             |      | 66,935               |   | 40,435 |   | 70,500 |   |
| Income  (loss) from operations                 |   | 18,283             |      | 319,468              |   | 347,195 |   | 216,879 |   |
|                                           |   |               |      |                 |   |   |   |   |   |
| Other  income (expense):                       |   |               |      |                 |   |   |   |   |   |
| Interest  and other income                     |   | 7,881              |      | 29,592               |   | 14,758 |   | 42,936 |   |
| Interest  and other expense                    |   | —             |      | (5,874               | )      | — |   | (7,899 | ) |
| Income  (loss) before income taxes             |   | 26,164             |      | 343,986              |   | 361,953 |   | 251,916 |   |
|                                           |   |               |      |                 |   |   |   |   |   |
| Provision  for income taxes                    |   | (1,600             | )         | (800                 | )      | (1,600 | ) | (800 | ) |
|                                           |   |               |      |                 |   |   |   |   |   |
| Net  income (loss)                             |   | $                  | 24,564    |                 | $      | 343,186 |   | $ | 360,353 |   | $ | 251,116 |   |
|                                           |   |               |      |                 |   |   |   |   |   |
| Basic  and diluted earnings per share:         |   |               |      |                 |   |   |   |   |   |
| Net  income (loss) per share                   |   | $                  | 0.00      |                 | $      | 0.01 |   | $ | 0.01 |   | $ | 0.01 |   |
| Weighted  average number of shares outstanding |   | 38,829,350         |      | 38,829,350           |   | 38,829,350 |   | 36,241,547 |   |

 

Theaccompanying notes are an integral part of these unaudited consolidatedfinancial statements.

 

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**THE RICEX COMPANY**

**CONSOLIDATED STATEMENTS OFCASH FLOWS**

(unaudited)

 
|                                                                                    |   | **Quarters ended** |      | **Six Months Ended** |   |
|-----------------------------------------------------------------------------------------|--------|--------------------|-----------|----------------------|--------|
|                                                                                    |   | **June 30,  2002** |      | **June 30,  2001**   |   | **June 30,  2002** |   | **June 30,  2001** |   |
|                                                                                    |   |               |      |                 |   |   |   |   |   |
| Cash  flow from operating activities:                                                   |   |               |      |                 |   |   |   |   |   |
| Net  income (loss)                                                                      |   | $                  | 24,564    |                 | $      | 343,186 |   | $ | 360,353 |   | $ | 251,116 |   |
| Adjustments  to reconcile net income (loss) to net cash from operating activities       |   |               |      |                 |   |   |   |   |   |
| Depreciation  and amortization                                                          |   | 175,935            |      | 204,543              |   | 351,818 |   | 409,089 |   |
| Shares,  warrants and options issued for                                                |   |               |      |                 |   |   |   |   |   |
| compensation  and services                                                              |   | 18,060             |      | 22,138               |   | 44,277 |   | 44,277 |   |
| Amortization  of investor relations fees                                                |   | —             |      | —               |   | — |   | — |   |
| Deferred  revenue received                                                              |   | —             |      | 206,800              |   | — |   | 206,800 |   |
| Deferred  revenue recognized                                                            |   | —             |      | (620,400             | )      | (206,800 | ) | (1,340,800 | ) |
| Amortization  of prepaid processing fees                                                |   | 19,535             |      | 19,531               |   | 39,066 |   | 39,064 |   |
| Net  changes in operating assets and liabilities                                        |   |               |      |                 |   |   |   |   |   |
| Trade  accounts receivable                                                              |   | (166,237           | )         | (353,252             | )      | 40,613 |   | (119,988 | ) |
| Inventories                                                                             |   | 7,865              |      | 189,453              |   | (50,732 | ) | 206,021 |   |
| Deposits  and other current assets                                                      |   | (15,173            | )         | 49,686               |   | (71,455 | ) | (34,853 | ) |
| Accounts  payable and accrued liabilities                                               |   | (236,168           | )         | 3,074                |   | (199,424 | ) | (110,125 | ) |
| Net  cash from operating activities                                                     |   | (171,619           | )         | 64,759               |   | 307,716 |   | (449,399 | ) |
|                                                                                    |   |               |      |                 |   |   |   |   |   |
| Cash  flows from investing activities (Purchases) sales of property and equipment,  net |   | (2,709             | )         | 13,625               |   | (10,637 | ) | 9,825 |   |
| Net  cash from investing activities                                                     |   | (2,709             | )         | 13,625               |   | (10,637 | ) | 9,825 |   |
| Cash  flows from financing activities                                                   |   |               |      |                 |   |   |   |   |   |
| Proceeds  from issuance of common stock                                                 |   | —             |      | —               |   | — |   | — |   |
| Proceeds,  issuance of common stk, exercise of options                                  |   | —             |      | —               |   | — |   | — |   |
| Issuance  of common stock on equipment purchase                                         |   | —             |      | —               |   | — |   | — |   |
| Private  Placement financing expenses                                                   |   | —             |      | —               |   | — |   | — |   |
| Net  cash from financing activities                                                     |   | —             |      | —               |   | — |   | — |   |
| Net  (decrease) increase in cash and cash equivalents                                   |   | (174,328           | )         | 78,384               |   | 297,079 |   | (439,574 | ) |
| Cash  and cash equivalents, beginning of period                                         |   | 2,074,472          |      | 449,784              |   | 1,603,065 |   | 967,742 |   |
| Cash  and cash equivalents, end of period                                               |   | $                  | 1,900,144 |                 | $      | 528,168 |   | $ | 1,900,144 |   | $ | 528,168 |   |

 

The accompanying notes are an integral partof these unaudited consolidated financial statements.

 

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**THE RICEX COMPANY**

**NOTES TO UNAUDITEDCONSOLIDATED FINANCIAL STATEMENTS**

 

1.   DESCRIPTION OFBUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

 

The RiceX Company (“RiceX”), formerly Food Extrusion, Inc., wasincorporated in California in 1989 and in 1998 was reincorporated in Delawareand changed its name to The RiceX Company. RiceX has a wholly owned subsidiary,Food Extrusion Montana, Inc. (FoodEx Montana). The unaudited consolidated financial statements include the accounts of RiceXand FoodEx Montana (collectively “the Company”), after the elimination of allinter-company balances and transactions.

 

The Company is an agribusiness food technology company, whichhas developed a proprietary process to stabilize rice bran. RiceX isheadquartered in El Dorado Hills, California and has stabilization equipmentlocated at one rice mill in Northern California.  The Company purchases raw rice bran from this mill.  Mill employees, under Company supervision,operate the Company’s equipment to stabilize rice bran. The Company pays aprocessing fee to the mill for this service. Under an agreement with the mill,the mill may use the Company’s equipment to stabilize rice bran for itscustomers in exchange for the payment of a royalty fee to the Company uponcertain production conditions.

 

FoodEx Montana is engaged in the business of custommanufacturing grain-based products for food ingredient companies at itsproduction facility in Dillon, Montana. The facility has specialized processingequipment and techniques for the treatment of grain products to cook, enzymetreat, convert, isolate, dry and package finished food ingredients. The solubleand fiber complex form of the Company’s rice bran products are produced at theMontana facility.

 

There have been no changes in the Company’s significantaccounting policies as set forth in the Company’s audited financial statementsfor the year ended December 31, 2001, which were included in the Company’s Form10-KSB. These unaudited financial statements for the six months ended June 30,2002 have been prepared in accordance with generally accepted accountingprinciples for interim financial information. Accordingly, they do not includeall of the information and footnotes required by generally accepted accountingprinciples for complete financial statements. In the opinion of management, alladjustments (consisting of normal recurring accruals) considered necessary fora fair presentation have been included. The results of operations for the sixmonths ended June 30, 2002 are not necessarily indicative of the resultsexpected for the full year.

 

2.   PROPERTY ANDEQUIPMENT

 

At June 30, 2002, property and equipment consists of thefollowing:

 
| Land and  buildings                             |   | $          | 377,510   |   |
|-------------------------------------------------|--------|------------|-----------|--------|
| Equipment                                       |   | 4,445,235  |      |
| Leasehold improvements                          |   | 381,642    |      |
| Furniture and fixtures                          |   | 208,071    |      |
|                                            |   | 5,412,458  |      |
| Less accumulated depreciation and  amortization |   | (4,169,264 | )         |
|                                            |   | 1,243,194  |      |
| Equipment not placed in service                 |   | 201,900    |      |
|                                            |   | $          | 1,445,094 |   |

 

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3.   ACCOUNTS PAYABLE ANDACCRUED LIABILITIES

 

At June 30, 2002, accounts payable and accrued liabilitiesconsist of the following:

 
| Trade accounts payable    |   | $       | 117,548 |   |
|---------------------------|--------|---------|---------|--------|
| Other accrued liabilities |   | 197,767 |    |
|                      |   | $       | 315,315 |   |

 

4.   PROVISION FOR INCOME TAXES

 

While the Company has net income through June 30, 2002 andanticipates net income for year ended December 31, 2002, the Company expects toutilize net operating loss carry-forwards, which will reduce income tax expenseto the state minimum tax of $1,600 not including the effect of AlternativeMinimum Tax. Net operating loss carry-forwards expire for federal tax purposesat various dates from 2009 through 2020 and expire for state tax purposes in2003 through 2010.

 

5.   NET INCOME (LOSS)PER SHARE

 

Basic net income (loss) per share is computed by dividing netincome (loss) by the weighted average number of common shares outstandingduring all periods presented.  Optionsand warrants are excluded from the basic net income (loss) per sharecalculation because they are currently anti-dilutive.

 

6.   CONCENTRATION OFCREDIT RISK

 

Financial instruments that potentially subject the Company tosignificant concentrations of credit risk consist primarily of trade accountsreceivable for sales to major customers. The Company performs credit evaluations on its customers financialcondition and generally does not require collateral on accountsreceivable.  The Company maintains anallowance for doubtful accounts on its receivables based upon expectedcollectibility of all accounts receivable. Uncollected accounts have not been significant.

 

For six monthsended June 30, 2002, two customers each accounted for 35% and 28% of sales,respectively. Accounts receivable includes amounts due from these two customerscomprising of 59% and 26% of the total outstanding.

 

Item 2.  MANAGEMENT’SDISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

The following is a discussion of the unaudited consolidated financial condition of The RiceX Company and theresults of operations for the quarters ended June 30, 2002 and 2001.

 

When used in this report,the words “believe,” “expect,” “anticipate” and similar expressions, togetherwith other discussion of future trends or results, are intended to identifyforward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended (the “Securities Act”) and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). Suchstatements are subject to certain risks and uncertainties, including thosediscussed below that could cause actual results to differ materially from thoseprojected. These forward-looking statements speak only as of the date hereof.All of these forward-looking statements are based on estimates and assumptionsmade by management of the Company which, although believed to be reasonable,are inherently uncertain and difficult to predict; therefore, undue relianceshould not be placed upon such statements. Actual results may differ materiallyand adversely from such statements due to known and unknown factors. Thefollowing important factors, among others, could cause the Company’s results ofoperations to be adversely affected in future periods: (i) increasedcompetitive pressures from existing competitors and new entrants; (ii)increases in interest rates or the Company’s cost of borrowing or a defaultunder any material debt agreements; (iii) deterioration in national or regionaleconomic conditions; (iv) adverse state or federal legislation or regulationthat increases the costs of compliance, or adverse findings by a regulator withrespect to existing operations; (v) loss of customers or sales weakness; (vi)inability to achieve projected future sales levels or other operating results;(vii) the unavailability of funds for capital expenditures; (viii) operationalinefficiencies in distribution or other Company systems; (ix) interruptionand/or inability to obtain adequate supplies of raw rice bran and other rawmaterials; (x) unexpected increases in fuel or other transportation andenergy-related costs; and (xi) costs and uncertainties associated with known orpotential legal actions. Many of such factors are 

 

7

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beyond the control of theCompany. There can be no assurance that the Company will not incur new oradditional unforeseen costs in connection with the ongoing conduct of itsbusiness. Accordingly, any forward-looking statements included herein do notpurport to be predictions of future events or circumstances and may not berealized. In addition, assumptions relating to budgeting, marketing,advertising, litigation and other management decisions are subjective in manyrespects and thus susceptible to interpretations and periodic revisions basedon actual experience and business developments, the impact of which may causethe Company to alter its marketing, capital expenditure or other budgets, whichmay in turn affect the Company’s financial positions and results of operations.

 

QUARTERS ENDED JUNE 30, 2002 AND 2001

 

The Company experienced an increase of $158,000, or 13% in revenuesfrom its domestic markets, while revenues from the Company’s internationalmarkets, primarily Central America, decreased $618,000 during quarter endedJune 30, 2002 compared to the same time period last year. Consolidated revenuesfor quarter ended June 30, 2002 were $1,220,000, a decrease of $460,000, or 27%on a comparative basis to quarter ended June 30, 2001.

 

The Company is broadening its presence in the international markets.Building on last years successful proof-of-concept program in Guatemala, theRiceX Company continues to develop and expand its international marketdevelopment activities in Central America. The Company has received advisoriesfrom its Central America manufacturer's representative, PRODESA, thatcommitments are pending from additional Central American countries for the saleof stabilized rice bran solubles. These commitments are direct purchase salescontracts financed in part through the United States government’s Public Law416 and 480 programs, with joint participation by the host country government.This, therefore, requires authorizations by each countries authorizedrepresentatives. Because of domestic and global uncertainties in governmentprograms, the Company has experienced delays in finalizing purchase orders anddelivery schedules for stabilized rice bran solubles into this region. However,management believes that product sales and shipments will commence during thethird quarter or fourth quarter of 2002.

 

Gross margins for quarter ended June 30, 2002 were $734,000, or60%, compared to $937,000, or 56%, during the same period last year. Grossmargin percentage was increased as a result of production efficiencies due tomore consistent production at the Montana facility and favorable product salesmix. Gross margin dollars were down for quarter ended June 30, 2002 compared tothe same period last year primarily due to lower sales volume in some productlines. Gross margins on the Company’s various products vary widely and the grossmargins are impacted from period to period by sales mix and utilization ofproduction capacity. The Company expects that gross margins will improve assales volumes increase.

 

Research and development (“R&D”) expenses reflected anincrease for quarter ended June 30, 2002 compared to the same period last year.R&D expenditures increased $22,000, or 40%, from $32,000 for quarter endedJune 30, 2001 to $54,000 for the current quarter. Increased R&D expensesfor quarter ended June 30, 2002 compared to quarter ended June 30, 2001 were asa result of the Company receiving process research reimbursements from acustomer during 2001.

 

Selling, General, and Administration (“S,G&A”) expenses were$470,000 for quarter ended June 30, 2002, compared to $386,000 for quarterended June 30, 2001, an increase of $84,000. The increase was caused mostlyfrom expenses relating to expanding the sales and marketing functions of theCompany.  The increase had beenanticipated by management based upon their 2002 business development plan.

 

Professional fees, which include accounting, legal, andconsulting fees, increased $1,000 for quarter ended June 30, 2002 compared tothe same quarter last year. These fees were comparable to expenses recordedduring the same period last year.

 

Investor relations fees decreased from $67,000 during thisperiod last year to $37,000 for quarter ended June 30, 2002. The decrease of$30,000 was primarily associated with the elimination of services from aninvestor relations firm. Investor relations fees this period include expensesrelated to printing and distribution of our annual report, SEC reportingrequirements, and expenses associated with the June 20, 2002 annual stockholdermeeting.

 

Interest expense for quarter ended June 30, 2002 was reduced by$6,000 to zero compared to the same period last year. The decrease for quarterended June 30, 2002, compared to quarter ended June 30, 2001, is associatedwith the eliminated interest on director and officer insurance finance chargesin 2001.

 

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For quarter ended June 30, 2002, the Company’s net income was$25,000, or $.00 per share, compared to net income of $343,000 or $.01 pershare, a decrease of $318,000 over the same period last year. The decrease forthe quarter is primarily due to increased sales domestically off-set by reducedsales internationally.

 

While the Company has net income through June 30, 2002, theCompany expects to utilize net operating loss carry-forwards which will reduceincome tax expense to the state minimum tax of $1,600 for year ended December31, 2002.  Net operating losscarry-forwards expire for federal tax purposes at various dates from 2009through 2020 and expire for state tax purposes in 2003 through 2010.

 

SIX MONTHS ENDED JUNE 30, 2002 AND 2001

 

The Company experienced an increase of $811,000, or 50% in revenuesfrom its domestic markets, while revenues from the Company’s internationalmarkets, primarily Central America, decreased $1,030,000 during six monthsended June 30, 2002 compared to the same time period last year. Consolidatedrevenues for six months ended June 30, 2002 were $2,637,000, a decrease of$219,000, or 8% on a comparative basis to six months ended June 30, 2001.

 

The Company is broadening its presence in the international markets.Building on last years successful proof-of-concept program in Guatemala, theRiceX Company continues to develop and expand its international marketdevelopment activities in Central America. The Company has received advisoriesfrom its Central America manufacturer's representative, PRODESA, thatcommitments are pending from additional Central American countries for the saleof stabilized rice bran solubles. These commitments are direct purchase salescontracts financed in part through the United States government’s Public Law416 and 480 programs, with joint participation by the host country government.This, therefore, requires authorizations by each countries authorizedrepresentatives. Because of domestic and global uncertainties in governmentprograms, the Company has experienced delays in finalizing purchase orders anddelivery schedules for stabilized rice bran solubles into this region. However,management believes that product sales and shipments will commence during thethird quarter or fourth quarter of 2002.

 

Gross margins for six months ended June 30, 2002 were$1,627,000, or 62%, compared to $1,499,000 or 52%, during the same period lastyear. The increase in both gross margin dollars and percentage was the result ofa year-to-date decrease in cost of goods sold, primarily due to plantefficiencies, favorable product sales mix, and lower raw material costs. Grossmargins on the Company’s various products vary widely and the gross margins areimpacted from period to period by sales mix and utilization of productioncapacity. The Company expects that gross margins will improve as sales volumesincrease.

 

R&D expenses increased $17,000 for six months ended June 30,2002 compared to the same period last year. R&D expenditures increased from$101,000 for six months ended June 30, 2001 to $118,000 for six months endedJune 30, 2002. The change in R&D expenses is mostly due to the absence ofreimbursement from a customer for R&D expenditures in process research whichoccurred in the same period last year.

 

S,G&A expenses were $888,000 for six months ended June 30,2002, compared to $818,000 for six months ended June 30, 2001, an increase of$70,000. The increase was caused mostly from expenses relating to expanding thesales and marketing functions of the Company. The increase had been anticipated by management based upon their 2002business development plan.

 

Professional fees decreased $60,000 to $234,000 for six monthsended June 30, 2002 from $294,000 for the prior year’s period. The decrease isprimarily due to lower accounting, legal and consulting fees compared to sixmonths ended June 30, 2001.

 

Investor relations’ fees decreased from $71,000 for six monthsended June 30, 2001 to $40,000 for six months ended June 30, 2002. The decreaseof $31,000 was primarily associated with expenses incurred from an investorrelations firm in 2001. Investor relations fees this period include expensesrelated to printing and distribution of our annual report, SEC reportingrequirements, and expenses associated with the June 20, 2002 annualstockholders meeting.

 

Interest expense for six months ended June 30, 2002 was reducedby $6,000 to zero compared to the same period last year. The decrease forperiod ended June 30, 2002, compared to six months ended June 30, 2001 isassociated with the reduction of finance charges for director and officerinsurance in 2001.

 

The Company had net income of $360,000 for six months ended June30, 2002, or $.01 per share, compared to net income of $251,000 or $.01 pershare, an improvement of $109,000 over the same period last year. Theimprovement is primarily due to

 

9

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increased efficiencies in production of our Montana facility,lower cost of good sold, and increased gross margins. Combining a decrease ininterest expenses and strong domestic sales, the Company experienced animprovement in the Company’s net income.

 

While the Company has net income through June 30, 2002, theCompany expects to utilize net operating loss carry-forwards which will reduceincome tax expense to the state minimum tax of $1,600 for year ended December31, 2002.  Net operating losscarry-forwards expire for federal tax purposes at various dates from 2009through 2020 and expire for state tax purposes in 2003 through 2010.

 

LIQUIDITY AND CAPITAL RESOURCES

 

For six months ended June 30, 2002, cash balance and cash flowincreased compared to the same time period last year. The Company’s cashbalance at June 30, 2002 increased $1,372,000 to $1,900,000, up from $528,000at June 30, 2001.

 

During the six months ended June 30, 2002 the Company showed a $737,000improvement in net cash generated from operations and financing activitiescompared to six months ended June 30, 2001. The cash flow from these activitiesgenerated more than $297,000 for six months ended June 30, 2002 compared to adeficit of $440,000 for six months ended June 30, 2001.

 

The Company is broadening its presence in the international markets.Building on last years successful proof-of-concept program in Guatemala (asdiscussed below), the RiceX Company continues to develop and expand itsinternational market development activities in Central America. The Company hasreceived advisories from its Central America manufacturer's representative,PRODESA, that commitments are pending from additional Central Americancountries for the sale of stabilized rice bran solubles. These commitments aredirect purchase sales contracts financed in part through the United Statesgovernment’s Public Law 416 and 480 programs, with joint participation by thehost country government. This, therefore, requires authorizations by eachcountries authorized representatives. Because of domestic and globaluncertainties in government programs, the Company has experienced delays infinalizing purchase orders and delivery schedules for stabilized rice bransolubles into this region. However, management believes that product sales andshipments will commence during the third or fourth quarter of 2002.

 

The Company’s first international strategic alliance was established inDecember, 2000 with PRODESA and the Christian Children’s Fund in Guatemala forsupplying nutritionally dense ingredients throughout Guatemala over a twelvemonth period starting in January 2001. As a result, the Company’s stabilized rice bran product solubles havebeen used to process a nutritionally enhanced drink for school breakfast andlunch programs to over 67,000 children at the rural community level throughoutGuatemala. The Company is on the cutting edge of this developing nationsprogram as evidenced by the Company’s 2001 proof-of-concept market developmentactivities in Guatemala that generated nearly $2,300,000 in revenues for theyear ended December 31, 2001.

 

The twelve-month program in Guatemala was highly successful in reducingmalnutrition in school age children and enhancing their nutritional growthpotential. The Company expects to expand into two to three additional CentralAmerican countries in 2002 using the PRODESA / Christian Children’s Fund model.The Company is holding substantive discussions with several governmentofficials which may result in expanding its Central American program intoadditional countries including Asia during 2003.

 

Through 2001, the Companyfocused its market development activities on nutritionally dense ingredients inthe international market place first in Latin America and then in Asiancountries. These market segments currently represent multi billion dollarpotential market opportunities. Also during 2001, the Company initiatedstrategic alliance discussions with major domestic premium pet food and equinefeed manufacturers and distributors. Domestic markets for these segmentscurrently represent a potential opportunity of over $250 million annually. TheCompany continues to aggressively discuss joint venture opportunities withmajor premium pet and equine product producers. The Company hopes the resultsof these successful alliances will have a significant financial effect on theCompany’s annual revenues and profit starting within fiscal years 2002 and2003. There can be no assurance the Company will obtain additional strategicalliances.

 

The Company also intends to partner with local governments andcompanies in developing nations on a joint venture basis to stabilize locallygrown rice bran for local consumption and for future export. The Company plansto introduce its stabilization process systems in large rice mills located inCentral and South America, China, India and Southeast Asia. The Company has hadpreliminary discussions regarding the demonstration of its system and the endproducts for this technology with a number of companies and governmentsincluding other countries in Central America, India, China, Argentina, Brazil,Malaysia and

 

10

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certain African countries. There can be no assurance that these discussions will lead toimplementation of the RiceX Process with these companies or governments.

 

These effortscould significantly increase demand for the Company’s products beyond theCompany’s current production capacity. While the Company believes it canincrease its production capacity to meet sales demand, significant additionalcapital could be required to meet such expansion requirements. The Company hassufficient cash reserves to meet all anticipated short term operatingrequirements, the timing and amount of any long term capital requirementscannot be predicted at this time. There can be no assurance that any financing willbe available on acceptable terms.  Ifsuch financing is not available on satisfactory terms, the Company may beunable to develop or expand its business, develop new products, or develop newmarkets at the rate desired and its operating results may be adverselyaffected.

 

PART II. OTHER INFORMATION

 

Item 1.    LEGALPROCEEDINGS

 

The Company is from time to time involved in litigation arisingin the ordinary course of its business. While the outcome of litigation andother proceedings against the Company cannot be predicted with certainty, inthe opinion of management, none of the litigation in which the Company iscurrently involved, individually or in the aggregate, is expected to result ina material adverse effect on the Company’s financial position or results ofoperations.

 

Item 2.    CHANGES INSECURITIES

 

None

 

Item 3.    DEFAULTS UPONSENIOR SECURITIES

 

None

 

Item 4.    SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS

 

The annual Meeting ofStockholders of the Company was held on June 20, 2002. At the 2002 AnnualMeeting, the Company’s stockholders considered and voted upon the followingmatters:

 

1.               Approving theelection of Kirit S. Kamdar and Steven W. Saunders as directors of the Company;and

 

At the time of the meeting, proxies representing 32,190,070 votes werecast approving the election of Kirit S. Kamdar and Steven W. Saunders asdirectors of the Company.

 

The directors whose terms of office as directors continued after themeeting are Daniel L. McPeak, Sr., Kenneth L. Miller, and 

Todd C. Crow.

 

The final tabulation of votes cast for, against, or withheld, as wellas the number of abstention and broker non-votes for each nominee for theoffice as a director were as follows:

 
|               |   | **VOTES**  |   |        |   | **BROKER**   |   |
|--------------------|--------|------------|--------|-------------|--------|--------------|--------|
|               |   | **FOR**    |   | **AGAINST** |   | **WITHHELD** |   | **ABSTENTIONS** |   | **NON-VOTES** |   |
| Kirit S. Kamdar    |   | 32,190,070 |   | —      |   | 21,625       |   | — |   | — |   |
| Steven W. Saunders |   | 32,190,070 |   | —      |   | 21,625       |   | — |   | — |   |

 

Item 5.    OTHERINFORMATION

 

None

 

11

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Item 6.    EXIBITS ANDREPORTS ON FORM 8-K

 

(a)          INDEX TO EXHIBIT

 
| **Exhibit  No.** |   | **Description of Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.1              |   | Certificate of  Incorporation of the Company. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.2              |   | Form of Incorporation  of the Company. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.1              |   | Certificate of  Incorporation of the Company. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.2              |   | Form of  Corporate By-laws. (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.1              |   | Form  of Registration Rights Agreement between the Company and certain officers and  directors. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.2              |   | Form of Directors Stock  Option Agreement. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.3              |   | Form  of Non-statutory Stock Option Agreement not issued under the 1997 Stock  Option Plan, governing options granted to employees by the Company. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.4              |   | Promissory Note in the  amount of $1,850,000 payable to FoodCeuticals dated December 31, 1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.5              |   | Registration  Rights Agreement between the Company and FoodCeuticals dated December 31,  1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.6              |   | Warrant  Agreement number 98-1 between the Company and FoodCeuticals dated December  31, 1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7              |   | Warrant Agreement  number 99-1 between the Company and FoodCeuticals dated January 15, 1999. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.8              |   | Security Agreement  between the Company and FoodCeuticals dated December 31, 1998. (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.9              |   | Warrant Agreement  between the Company and Dorchester Group dated April 26, 1999. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.10             |   | Form of non-statutory  Stock Option Agreement issued under the 1997 Stock Option Plan between the  Company and employees dated October 1, 1999. (3)(6)                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.11             |   | Warrant Agreement  between the Company and JDK & Associates dated November 1, 1999. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.12             |   | Form of non-statutory  Stock Option Agreement issued under the 1997 Stock Option Plan between the  Company and Vice President, Operations, Ike Lynch dated November 1, 1999.  Identical Agreements with Vice President and General Manager, Daniel McPeak,  Jr. and Vice President of Finance, Chief Financial Officer, Todd C. Crow.  (3)(6)                                                                                                                                                                                                                                          |
| 4.13             |   | Form of Subscription  Agreement to the Private Placement Offering 1999. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.14             |   | Form of Warrant  Agreement to the Private Placement Offering 1999. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.15             |   | Memorandum of  Understanding dated June 29, 2000 between the Company and Intermark Partners,  LLC to convert to equity the note for $2,500,000. (8)                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.16             |   | Warrant agreement between the Company and GBV Intermark Fund,  LLC dated September 29, 2000. (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.17             |   | Warrant agreement between the Company and Gilbert L. McCord,  Sr. dated September 29, 2000. (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.18             |   | Definitive agreement between the Company and Intermark  Partners, LLC dated September 29, 2000. (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.19             |   | Form of Warrant Agreement between the Company and certain  former employees dated as of March 31, 2000. (10)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.20             |   | Non-statutory Stock Option Agreement issued under the 1997  Stock Option Plan between the Company and Daniel L. McPeak, Sr. dated October  27, 2000. (3)(10)                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.21             |   | Warrant agreement between the Company and Intermark Partners  Strategic Management, LLC representing the Class I Warrant dated October 2,  2000. (10)                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.22             |   | Warrant agreement between the Company and Intermark Partners  Strategic Management, LLC representing the Class II Warrant dated October 2,  2000. (10)                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.23             |   | Warrant agreement between the Company and Intermark Partners  Strategic Management, LLC representing the Class III Warrant dated October 2,  2000. (10)                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.24             |   | Form of Board Member Non-statutory Stock Option Agreement  issued under the 1997 Stock Option Plan between the Company and the Board  Members dated February 22, 2001, September 23 and 29, 2001. (12)                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.25             |   | Preferred Stock Subscription Agreement between the Company and  Alliance Consumer International, subsequently named NutraStar, Inc., dated  December 10, 2001. (13)                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.26             |   | Alliance Consumer International, Inc. Exchange Offer For The  Common Stock Of NutraStar dated December 11, 2001. (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.27             |   | Put/Call Agreement between the Company and NutraStar, Inc.  dated January 15, 2002. (14)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.28             |   | Form of Non-statutory Stock Option Agreement issued under the  1997 Stock Option Plan between the Company and employees dated January 2,  2000.                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1             |   | Form of Indemnification  Agreement by and among the Company and certain officers and directors. (1)(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2             |   | Commercial Lease and  Deposit Receipt between Roebbelen Land Company and the Company dated December  23, 1991. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.3             |   | First Amendment of Lease  between Roebbelen Land Company and the Company dated January 19, 1994. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.4             |   | Second Amendment of  Lease between Roebbelen Land Company and the Company dated July 11, 1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.5             |   | Third Amendment of  Lease Agreement between Roebbelen Land Company and the Company dated February  1, 1998. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.6             |   | Lease Agreement between  Roebbelen Land Company and the Company dated July 11, 1996. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.7             |   | First Amendment of  Lease between Roebbelen Land Company and the Company dated September 1996.  (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.8             |   | Second Amendment of  Lease Agreement between Roebbelen Land Company and the Company dated February  1, 1998. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.9             |   | Executive  Employment Agreement for Daniel L. McPeak Jr., Executives Todd C. Crow and  Ike Lynch have similar employment agreements. (3)(6)                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.10            |   | Intermark  Partners, LLC Addendum to Letter of Intent to Invest, Agreement in Principal  dated November 16, 1999. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.11            |   | Intermark  Partners, LLC Supplemental Agreement dated March 10, 2000. (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.12            |   | Consulting  Agreement between The RiceX Company, Inc. and JDK & Associates, Inc.  dated October 20, 1999. (3)(8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.13            |   | Termination of  Consulting Agreement between The RiceX Company, Inc. and JDK &  Associates, Inc. dated February 2000. (3)(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.14            |   | Stabilized Rice  Bran Processing, Sales, and Marketing Agreement between Farmers’ Rice  Cooperative and the Company dated July 1, 2002. *                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.15            |   | Stabilized Rice Bran Processing, Sales, and Marketing  Agreement between California Pacific Rice Milling, Inc. and the Company  effectively dated January 1, 2000. (7)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.16            |   | Licensing Agreement between NutraStar, Inc. and the Company.  (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.17            |   | Sublease Agreement between the Company and NutraStar, Inc.  effective November 1, 1999. (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.18            |   | Settlement and General Release among three executive officers  and The RiceXTM Company effective June 30, 2000. (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.19            |   | Employment  Agreement between Daniel L. McPeak, Sr. and the Company dated April 1, 2000.  (3)(10)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.20            |   | Consulting  Agreement executed as of February 22, 2001, by and between The RiceX Company  and Dr. Glenn H. Sullivan (3)(11)                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.21            |   | Agreement  between JDK and Associates, Inc. and the Company executed as of March 15,  2001 (12)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.22            |   | Exclusive  Distribution Agreement between the Company and NutraStar, Inc., dated  December 21, 2001. (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.23            |   | License  Agreement between the Company and NutraStar Technologies, Inc. dated January  9, 2002. (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.24            |   | Indemnity  Agreement between the Company and NutraStar, Inc. dated December 13, 2001.  (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.25            |   | Contract for  Services between the Company and Dr. Glenn H. Sullivan dated January 1, 2002.  (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.1             |   | Effective January 1,  2000, Grant Thornton, LLP, the independent accountants for The RiceX Company,  sold its Stockton and Sacramento, California offices to Moss Adams, LLP, an  accounting and consulting firm. Since the individuals performing services for  the Company at Grant Thornton are now in the employ of Moss Adams, effective  January 01, 2000, the Company dismissed Grant Thornton as its independent  accountants and engaged the services of Moss Adams to act as the Company’s  principal accountants to audit the Company’s financial statements. (4) |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 21               |   | List of  Subsidiaries (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 99.1             |   | Certification of Chief  Executive Officer of The RiceX Company dated August 12, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 99.2             |   | Certification of Chief  Financial Officer of The RiceX Company dated August 12, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

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| (1)  |   | Previously filed as an exhibit to the Company’s  Registration Statement No. 000-24285 filed with the Commission on May 18,  1998.                           |
|------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  |   | Previously filed as an exhibit to the Company’s  Amendment No. 2 to the Registration Statement No. 000-24285 filed with the  Commission on August 26, 1998. |
| (3)  |   | Represents a management  contract or compensatory plan or arrangement.                                                                                           |
| (4)  |   | Previously filed as  Item (4) on Form 8-K dated  January 7,  2000.                                                                                          |
| (5)  |   | Previously filed as an  exhibit to the Company’s Form 10-KSB filed with the Commission on April 15,  1999.                                                  |
| (6)  |   | Previously filed as an  exhibit to the Company’s Form 10-KSB filed with the Commission on March 30,  2000 and incorporated herein by reference.             |
| (7)  |   | Previously filed as an  exhibit to the Company’s Form 10-QSB filed with the Commission on May 12,  2000 and incorporated herein by reference.               |
| (8)  |   | Previously filed as an  exhibit to the Company’s Form 10-QSB filed with the Commission on August 18,  2000 and incorporated herein by reference.            |
| (9)  |   | Previously filed as an  exhibit to the Company’s Form 10-QSB filed with the Commission on November  14, 2000 and incorporated herein by reference.          |
| (10) |   | Previously filed as an  exhibit to the Company’s Form 10-KSB filed with the Commission on April 17,  2001 and incorporated herein by reference.             |
| (11) |   | Previously filed as an  exhibit to the Company’s Form 10-QSB filed with the Commission on May 15,  2001 and incorporated herein by reference.               |
| (12) |   | Previously filed as an  exhibit to the Company’s Form 10-QSB filed with the Commission on August 10,  2001 and incorporated herein by reference.            |
| (13) |   | Previously filed as an  exhibit to the Company’s Form 10-KSB filed with the Commission on March 29,  2002 and incorporated herein by reference.             |
| (14) |   | Previously filed as an  exhibit to the Company’s Form 10-QSB filed with the Commission on May 10,  2002 and incorporated herein by reference.               |

 

* Confidentialtreatment granted as to certain portions.

 

(b)         REPORTSONFORM 8-K

 

None

 

 

12

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**SIGNATURES**

 

In accordance withthe requirements of the Exchange Act, the registrant caused this to be signedon its behalf by the undersigned, thereto duly authorized.

 
|   |                  | THE RICEX  COMPANY |
|--------|-----------------------|--------------------|
|   |                  |               |   |
| Date : | August 12,  2002 | By:                | /s/ Daniel L.  McPeak |   |
|   |                  |               | Daniel L. McPeak |
|   |                  |               | Chairman of the  Board and |
|   |                  |               | Chief Executive  Officer |
|   |                  |               |   |
| Date:  | August 12,  2002 | By:                | /s/ Todd C. Crow |   |
|   |                  |               | Todd C. Crow |
|   |                  |               | Vice President  of Finance and |
|   |                  |               | Chief Financial  Officer |
|        |                       |                    |  |  |  |

 

 

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