Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'RiceBran Technologies | ' |
Entity Central Index Key | '0001063537 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 3,031,860 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Condensed Consolidated Statements of Operations (Unaudited) [Abstract] | ' | ' |
Revenues | $7,684 | $8,709 |
Cost of goods sold | 6,270 | 7,743 |
Gross profit | 1,414 | 966 |
Operating expenses: | ' | ' |
Selling, general and administrative | 3,315 | 3,082 |
Depreciation and amortization | 818 | 331 |
Impairment of property | 0 | 300 |
Total operating expenses | 4,133 | 3,713 |
Loss from operations | -2,719 | -2,747 |
Other income (expense): | ' | ' |
Interest income | 15 | 10 |
Interest expense | -1,188 | -629 |
Yield payable to holders of noncontrolling interest in Nutra SA | -141 | 0 |
Change in fair value of derivative warrant and conversion liabilities | 2,058 | -3,538 |
Foreign currency exchange, net | 75 | 250 |
Loss on extinguishment | 0 | -32 |
Financing expense | -1,122 | 0 |
Other income | 46 | 3 |
Other expense | -57 | -125 |
Total other income (expense) | -314 | -4,061 |
Loss before income taxes | -3,033 | -6,808 |
Income tax benefit | 248 | 510 |
Net loss | -2,785 | -6,298 |
Net loss attributable to noncontrolling interest in Nutra SA | 920 | 485 |
Net loss attributable to RiceBran Technologies shareholders | ($1,865) | ($5,813) |
Loss per share attributable to RiceBran Technologies shareholders | ' | ' |
Basic (in dollars per share) | ($0.62) | ($5.57) |
Diluted (in dollars per share) | ($0.62) | ($5.57) |
Weighted average number of shares outstanding | ' | ' |
Basic (in shares) | 3,017,408 | 1,043,459 |
Diluted (in shares) | 3,017,408 | 1,043,459 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) [Abstract] | ' | ' |
Net loss | ($2,785) | ($6,298) |
Other comprehensive income - foreign currency translation, net of tax | 372 | 148 |
Comprehensive loss, net of tax | -2,413 | -6,150 |
Comprehensive loss attributable to noncontrolling interest, net of tax | 752 | 413 |
Total comprehensive loss attributable to RiceBran Technologies shareholders | ($1,661) | ($5,737) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $4,798 | $5,091 |
Restricted cash | 1,920 | 1,920 |
Accounts receivable, net of allowance for doubtful accounts of $534 and $501 (variable interest entity restricted $1,116 and $1,967) | 2,163 | 2,673 |
Inventories | 4,239 | 2,430 |
Income and operating taxes recoverable | 579 | 585 |
Deposits and other current assets | 1,235 | 833 |
Total current assets | 14,934 | 13,532 |
Property, net (variable interest entity restricted $4,947and $4,969) | 27,804 | 24,958 |
Goodwill | 4,993 | 4,139 |
Intangible assets, net | 4,533 | 1,417 |
Other long-term assets | 397 | 532 |
Total assets | 52,661 | 44,578 |
Current liabilities: | ' | ' |
Accounts payable | 4,774 | 4,489 |
Accrued salary, wages and benefits | 2,671 | 2,610 |
Accrued income taxes | 676 | 0 |
Accrued expenses | 4,413 | 3,089 |
Mandatorily redeemable common stock (37,260 shares outstanding) | 72 | 523 |
Current maturities of debt (variable interest entity nonrecourse $6,828 and $6,262) | 8,421 | 8,250 |
Total current liabilities | 21,027 | 18,961 |
Long-term debt, less current portion (variable interest entity nonrecourse $6,791 and $6,658) | 13,441 | 10,919 |
Deferred tax liability | 1,200 | 0 |
Derivative warrant liabilities | 5,121 | 1,685 |
Total liabilities | 40,789 | 31,565 |
Commitments and contingencies | ' | ' |
Temporary Equity - Redeemable noncontrolling interest in Nutra SA | 6,425 | 7,177 |
Equity attributable to RiceBran Technologies shareholders: | ' | ' |
Preferred stock, 20,000,000 shares authorized and none issued | 0 | 0 |
Common stock, no par value, 6,000,000 shares authorized, 2,994,600 and 2,832,014 shares issued and outstanding | 228,785 | 227,513 |
Accumulated deficit | -221,306 | -219,441 |
Accumulated other comprehensive loss | -2,032 | -2,236 |
Total equity attributable to RiceBran Technologies shareholders | 5,447 | 5,836 |
Total liabilities, temporary equity and equity | $52,661 | $44,578 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets: | ' | ' |
Accounts receivable, allowance for doubtful accounts | $534 | $501 |
Current liabilities: | ' | ' |
Redeemable common stock shares outstanding (in shares) | 37,260 | 37,260 |
Equity attributable to RiceBran Technologies shareholders: | ' | ' |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0 | $0 |
Common stock, shares authorized (in shares) | 6,000,000 | 6,000,000 |
Common stock, shares issued (in shares) | 2,994,600 | 2,832,014 |
Common stock, shares outstanding (in shares) | 2,994,600 | 2,832,014 |
Variable Interest Entity [Member] | ' | ' |
Current assets: | ' | ' |
Accounts receivable, variable interest entity restricted | 1,116 | 1,967 |
Variable interest entity restricted portion of property, net | 4,947 | 4,969 |
Current liabilities: | ' | ' |
Nonrecourse portion of current maturities of long-term debt | 6,828 | 6,262 |
Long-term liabilities: | ' | ' |
Long-term debt, less current portion variable interest entity nonrecourse | $6,791 | $6,658 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flow from operating activities: | ' | ' |
Net loss | ($2,785) | ($6,298) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 1,495 | 968 |
Stock and share-based compensation | 78 | 117 |
Change in fair value of derivative warrant and conversion liabilities | -2,058 | 3,538 |
Financing expense | 1,122 | 0 |
Impairment of property | 0 | 300 |
Deferred tax benefit | -248 | -510 |
Other | 325 | 9 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 678 | -232 |
Inventories | -551 | -189 |
Accounts payable and accrued expenses | 533 | 1,250 |
Other | -138 | 143 |
Net cash used in operating activities | -1,549 | -904 |
Cash flows from investing activities: | ' | ' |
Acquisition of H&N, net of cash acquired | -725 | 0 |
Purchases of property | -2,203 | -716 |
Proceeds from sale of property | 20 | 327 |
Restricted cash | 0 | -500 |
Net cash used in investing activities | -2,908 | -889 |
Cash flows from financing activities: | ' | ' |
Payments of debt | -4,782 | -2,974 |
Proceeds from issuance of debt | 4,258 | 3,929 |
Redemption of stock | -450 | 0 |
Proceeds from issuance of common stock and warrants, net of costs | 764 | 0 |
Proceeds from issuance of warrants, net of costs | 4,303 | 0 |
Net cash provided by financing activities | 4,093 | 955 |
Effect of exchange rate changes on cash and cash equivalents | 71 | 12 |
Net change in cash and cash equivalents | -293 | -826 |
Cash and cash equivalents, beginning of period | 5,091 | 1,040 |
Cash and cash equivalents, end of period | 4,798 | 214 |
Supplemental disclosures: | ' | ' |
Cash paid for interest | 580 | 275 |
Cash paid for income taxes | $0 | $0 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2014 | |
BASIS OF PRESENTATION [Abstract] | ' |
BASIS OF PRESENTATION | ' |
NOTE 1. BASIS OF PRESENTATION | |
In the opinion of management, the accompanying unaudited condensed consolidated financial statements of RiceBran Technologies and subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The Interim Financial Statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented. | |
These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2013. The report of our independent registered public accounting firm that accompanies the audited consolidated financial statements for the years ended December 31, 2013 and 2012, included in that Annual Report on Form 10-K, contains a going concern explanatory paragraph in which our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. | |
The interim results reported in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared assuming we will continue as a going concern based on the realization of assets and the satisfaction of liabilities in the normal course of business. | |
Recent Accounting Pronouncements | |
There are no recent accounting pronouncements that are applicable to us and adoption of which could potentially have a material impact on our consolidated financial statements. |
BUSINESS
BUSINESS | 3 Months Ended |
Mar. 31, 2014 | |
BUSINESS [Abstract] | ' |
BUSINESS | ' |
NOTE 2. BUSINESS | |
We are a human food ingredient, nutritional supplement and animal nutrition company focused on value-added processing and marketing of healthy, natural and nutrient dense products derived from raw rice bran (RRB), an underutilized by-product of the rice milling industry. Using our bio-refining business model, we apply our proprietary and patented technologies and intellectual properties to convert RRB into numerous high value products including stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB), RiBalance (a complete rice bran nutritional package derived from further processing of SRB), RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB), ProRyza rice bran protein-based products and a variety of other valuable derivatives extracted from these core products. Our target markets are natural food, functional food, nutraceutical supplement and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally. | |
We have two reportable operating segments: (i) USA segment, which manufactures and distributes SRB in various granulations along with Stage II products (described below) and derivatives and formulates and co-packages products, and (ii) Brazil segment, which extracts crude RBO and DRB from rice bran, which are then further processed into fully refined rice bran oil for sale internationally and in Brazil, compounded animal nutrition products for horses, cows, swine, sheep and poultry and a number of valuable human food and animal nutrition products derivatives and co-products. In addition we incur corporate and other expenses not directly attributable to operating segments, which include costs related to our corporate staff, general and administrative expenses including public company expenses, intellectual property, professional fees, and other expenses. No corporate allocations, including interest, are made to the operating segments. | |
The combined operations of our USA and Brazil segments encompass our bio-refining approach to processing RRB into various high quality, value-added constituents and finished products. Over the past decade, we have developed and optimized our proprietary bio-refining processes to support the production of healthy, natural, hypoallergenic, gluten free, and non-genetically modified ingredients and supplements for use in human meats, baked goods, cereals, coatings, health foods, nutritional supplements, nutraceuticals and high-end animal nutrition and health products. | |
The USA segment produces SRB inside two supplier rice mills in California and one owned facility in Louisiana. A facility located in Lake Charles, Louisiana has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces our Stage II products RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB), RiBalance (a complete rice bran nutritional package derived from further processing SRB), and ProRyza, a family of protein products. Stage II refers to the proprietary processes run at our Dillon, Montana facility and includes products produced at that facility using our patented processes. In January 2014, we completed the acquisition of H&N Distribution, Inc. now operating as Healthy Natural, Inc. (H&N), which has been integrated into our USA segment. H&N is a formulator and co-packer of products targeted at customers in the direct marketing, internet sales and retail distribution markets, which operates a facility in Irving, Texas. H&N serves the natural products, nutritional supplement and nutraceutical and functional food (NFF) sectors. We acquired H&N as part of our strategy to vertically integrate our business in order to leverage our proprietary and patented technologies. Certain manufacturing facilities included in our USA segment have proprietary processing equipment and patented technology for the stabilization and further processing of rice bran into finished products. In 2013, approximately 55% of USA segment revenue was from sales of human food products and approximately 45% was from sales of animal nutrition products. | |
The Brazil segment consists of the consolidated operations of Nutra SA, whose only operating subsidiary is Irgovel, located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human ingredient and animal nutrition markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. Irgovel recently started production of rice lecithin, which has application in human nutrition, animal nutrition and industrial applications. DRB is compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market, sold as a raw material for further processing into human food ingredients or sold in bulk into the animal nutrition markets in Brazil and neighboring countries. In 2013, approximately 45% of Brazil segment product revenue was from sales of RBO products and 55% was from sales of DRB products. |
LIQUIDITY_AND_MANAGEMENTS_PLAN
LIQUIDITY AND MANAGEMENT'S PLAN | 3 Months Ended |
Mar. 31, 2014 | |
LIQUIDITY AND MANAGEMENT'S PLAN [Abstract] | ' |
LIQUIDITY AND MANAGEMENT'S PLAN | ' |
NOTE 3. LIQUIDITY AND MANAGEMENT’S PLAN | |
In 2013 and the first quarter of 2014, we continued to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern. We believe that we now have adequate financial resources to operate our business for the next year and we will be able to obtain additional funds to operate our business, should it be necessary, however, there can be no assurances that our efforts will prove successful. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. | |
We closed an underwritten public offering in December 2013 and completed a private placement offering in March 2014, which together provided us with net proceeds in excess of $12.0 million, allowing us to acquire H&N, make additional investment in our Brazilian operations and provide cash for corporate purposes. In January 2014, we completed the acquisition of H&N, the operations of which are expected to be accretive to cash flows. Our Brazilian subsidiary, Irgovel, shut down operations in the first quarter of 2014 to complete the final stages of a major capital expansion. The shutdown and capital expenditures have depleted cash. Operations at Irgovel are expected to normalize during the second quarter of 2014, such that Irgovel will then be operating at its newly increased capacity and begin generating cash from operations. |
LOSS_PER_SHARE_EPS
LOSS PER SHARE (EPS) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
LOSS PER SHARE (EPS) [Abstract] | ' | ||||||||
LOSS PER SHARE (EPS) | ' | ||||||||
NOTE 4. LOSS PER SHARE (EPS) | |||||||||
Basic EPS is computed by dividing net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of common shares outstanding during all periods presented. Shares underlying options, warrants and convertible debt are excluded from the basic EPS calculation but are considered in calculating diluted EPS. | |||||||||
Diluted EPS is computed by dividing the net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. The dilutive effect of outstanding convertible debt is calculated using the if-converted method. | |||||||||
Below are reconciliations of the numerators and denominators in the EPS computations for the three months ended March 31, 2014 and 2013. | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
NUMERATOR (in thousands): | |||||||||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ | (1,865 | ) | $ | (5,813 | ) | |||
DENOMINATOR: | |||||||||
Basic EPS - weighted average number of shares outstanding | 3,017,408 | 1,043,459 | |||||||
Effect of dilutive securities outstanding | - | - | |||||||
Diluted EPS - weighted average number of shares outstanding | 3,017,408 | 1,043,459 | |||||||
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 (average exercise price of $24.52 and $30.40) | 174,141 | 173,260 | |||||||
Warrants (average exercise price of $6.27 and $24.97) | 2,750,335 | 806,769 | |||||||
Convertible debt (average conversion price of $14.00 in 2013) | - | 467,588 | |||||||
The impact of potentially dilutive securities outstanding at March 31, 2014 and 2013, was not included in the calculation of diluted EPS for the three months ended March 31, 2014 and 2013 because to do so would be antidilutive. Those securities listed in the table above which were antidilutive for the three months ended March 31, 2014 and 2013, which remain outstanding, could potentially dilute EPS in the future. |
HN_ACQUISITION
H&N ACQUISITION | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
H&N ACQUISITION [Abstract] | ' | ||||
H&N ACQUISITION | ' | ||||
NOTE 5. H&N ACQUISITION | |||||
In January 2014, we purchased all of the outstanding shares of H&N for $2.0 million in cash ($1.8 million paid in January 2014 and $0.2 million payable upon the resolution of certain contingencies) and promissory notes in the face amount of $3.3 million, subject to working capital adjustments. H&N is an Irving, Texas-based formulator and co-packer of products targeted at customers in the direct marketing, internet sales and retail distribution markets. H&N serves the natural products, nutritional supplement and nutraceutical and functional food (NFF) sectors. We acquired H&N as part of our strategy to vertically integrate our business in order to leverage our proprietary and patented technologies. The acquisition has been accounted for as a business combination. The results of H&N’s operations are included in our consolidated financial statements beginning January 2, 2014, and are included in our USA segment. | |||||
In the first quarter of 2014, we incurred $0.3 million of acquisition-related costs which are included in selling, general and administrative expenses in the consolidated statements of operations. The following table summarizes the preliminary aggregate purchase price allocation, the consideration transferred to acquire H&N, as well as the amounts of identified assets acquired and liabilities assumed based on the estimated fair value as of the January 2, 2014, acquisition date (in thousands). | |||||
Cash | $ | 1,800 | |||
Cash holdback for contingencies | 200 | ||||
Convertible notes payable | 2,785 | ||||
Total fair value of consideration transferred | 4,785 | ||||
Financial assets, including acquired cash of $1,075 | 1,311 | ||||
Inventories | 1,191 | ||||
Property | 963 | ||||
Identified intangible asset estimate | 3,848 | ||||
Deferred income taxes, net | (1,448 | ) | |||
Financial liabilities | (1,755 | ) | |||
Net recognized amounts of identifiable assets acquired | 4,110 | ||||
Goodwill - USA segment | $ | 675 | |||
The terms of the convertible notes payable are further discussed in Note 10. The fair value of trade receivables at January 2, 2014 was $0.1 million which equaled the gross amount receivable. The initial accounting for the acquisition is not complete, and is subject to change primarily for certain working capital adjustments provided for in the agreement and conclusions with regard to identified intangibles. Preliminarily, we have assigned a $3.8 million value to a customer relationships intangible and we are amortizing that intangible over a three year period as follows: $1.7 million in 2014, $1.3 million in 2015 and $0.8 million in 2016. In the first quarter of 2014, we recognized $0.5 million of amortization expense in the USA segment related to this intangible. | |||||
Our consolidated revenues include $2.5 million of H&N revenues for the first quarter of 2014. After making a reasonable effort, we have been unable to determine the underlying information required to prepare pro forma information for the first quarter of 2013, as if the H&N acquisition had occurred January 1, 2013. |
REDEEMABLE_NONCONTROLLING_INTE
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | ' | ||||||||
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | ' | ||||||||
NOTE 6. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | |||||||||
We hold a variable interest which relates to our equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands). | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Cash and cash equivalents | $ | 1,132 | $ | 1,686 | |||||
Other current assets (restricted $1,116 and $1,967) | 4,521 | 4,546 | |||||||
Property, net (restricted $4,947 and $4,969) | 19,690 | 17,672 | |||||||
Goodwill and intangibles, net | 4,865 | 4,812 | |||||||
Other noncurrent assets | 38 | 27 | |||||||
Total assets | $ | 30,246 | $ | 28,743 | |||||
Current liabilities | $ | 6,982 | $ | 6,514 | |||||
Current portion of long-term debt (nonrecourse) | 6,828 | 6,262 | |||||||
Long-term debt, less current portion (nonrecourse) | 6,791 | 6,658 | |||||||
Total liabilities | $ | 20,601 | $ | 19,434 | |||||
Nutra SA’s debt is secured by its accounts receivable and property. Our parent company and our non-Brazilian subsidiaries do not guarantee any of Nutra SA’s debt. | |||||||||
A summary of changes in redeemable noncontrolling interest in Nutra SA follows (in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | $ | 7,177 | $ | 9,262 | |||||
Investors' interest in net loss of Nutra SA | (920 | ) | (485 | ) | |||||
Investors' interest in accumulated other comprehensive income of Nutra SA | 168 | 72 | |||||||
Redeemable noncontrolling interest in Nutra SA, end of period | $ | 6,425 | $ | 8,849 | |||||
In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors). The Investors’ interest averaged 45.2% and 49.1% in the first three months of 2014 and 2013. As of March 31, 2014 and December 31, 2013, the Investors interest was 43.3% and 45.9%. In the first quarter of 2014, we invested an additional $1.9 million in Nutra SA. We invested $1.1 million between April 1, 2014, and May 15, 2014. As of May 15, 2014, we own 58.1% of Nutra SA, with the remaining 41.9% held by the Investors. The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest. We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA. | |||||||||
Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have drag along rights which provide the Investors the ability to force a sale of Nutra SA assets in the future. We have assessed the likelihood of the Investors exercising these rights as less than probable at March 31, 2014. We will continue to evaluate the probability of the Investors exercising their drag along rights each reporting period. We will begin to accrete the redeemable noncontrolling interest up to fair value if and when it is probable the Investors will exercise these rights. | |||||||||
Under the limited liability company agreement for Nutra SA (LLC agreement), as amended, any units held by the Investors beginning January 1, 2014, accrue a yield at 4% (the Yield). Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors, to the extent there is distributable cash, as defined in the LLC agreement. As of March 31, 2014, we have accrued $0.1 million for the Yield in other expense, and made no Yield payments. | |||||||||
Following the payment of the Yield, Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to the Investors in an amount equal to 2.3 times the Investors’ capital contributions, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to twice the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests. | |||||||||
Under the LLC agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA. | |||||||||
As of March 31, 2014, there have been no events of default. Events of default, as defined in the MIPA and the October 2013 amendment of investment agreements, are: | |||||||||
· | A Nutra SA business plan deviation, defined as the occurrence in 2014 of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt, | ||||||||
· | A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, | ||||||||
· | A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds, | ||||||||
· | Failure of Irgovel to meet minimum quarterly processing targets beginning in the second quarter of 2014, or | ||||||||
· | Failure of Irgovel to achieve EBITDA of at least $4.0 million in any year after 2014. | ||||||||
As of March 31, 2014, there have been no qualifying events. The LLC agreement defines a qualifying event as any event prior to September 16, 2014, which results, or will result, in (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half or more of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA. | |||||||||
The Investors have the right to force the sale of all Nutra SA assets after the earlier of January 1, 2015, or upon the failure to process a certain level of rice bran in the second and third quarters of 2014 (Drag Along Rights). The right terminates upon the occurrence of certain events (a $50 million Nutra SA initial public offering or a change of control, as defined). We may elect to exercise a right of first refusal to purchase the Investors’ interest instead of proceeding to a sale. | |||||||||
In evaluating whether we are the primary beneficiary of Nutra SA, we considered the matters which could be put to a vote of the members. Until there is an event of default or a qualifying event, the Investors’ rights and abilities, individually or in the aggregate, do not allow them to substantively participate in the operations of Nutra SA. The Investors do not currently have the ability to dissolve Nutra SA or otherwise force the sale of all its assets. They do have such rights in the future (Drag Along Rights as described above). We will continue to evaluate our ability to control Nutra SA each reporting period. | |||||||||
Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the LLC agreement. |
INVENTORIES
INVENTORIES | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
INVENTORIES [Abstract] | ' | ||||||||
INVENTORIES | ' | ||||||||
NOTE 7. INVENTORIES | |||||||||
Inventories are composed of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 1,264 | $ | 1,194 | |||||
Work in process | 194 | 546 | |||||||
Raw materials | 2,225 | 441 | |||||||
Packaging supplies | 556 | 249 | |||||||
Total inventories | $ | 4,239 | $ | 2,430 |
PROPERTY
PROPERTY | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
PROPERTY [Abstract] | ' | ||||||||
PROPERTY | ' | ||||||||
NOTE 8. PROPERTY | |||||||||
Property, plant and equipment consist of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 388 | $ | 382 | |||||
Furniture and fixtures | 562 | 553 | |||||||
Plant | 15,012 | 14,582 | |||||||
Computer and software | 1,502 | 1,437 | |||||||
Leasehold improvements | 394 | 200 | |||||||
Machinery and equipment | 15,740 | 14,557 | |||||||
Construction in progress | 9,587 | 7,517 | |||||||
Property | 43,185 | 39,228 | |||||||
Less accumulated depreciation | 15,381 | 14,270 | |||||||
Property, net | $ | 27,804 | $ | 24,958 | |||||
Included in accounts payable at March 31, 2014, is $0.2 million related to amounts payable for capital expansion project additions. | |||||||||
GOODWILL
GOODWILL | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
GOODWILL [Abstract] | ' | ||||||||
GOODWILL | ' | ||||||||
NOTE 9. GOODWILL | |||||||||
A summary of goodwill activity follows: | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Brazil Segment | |||||||||
Beginning of period | $ | 4,139 | $ | 4,773 | |||||
Effect of foreign currency translation | 179 | 57 | |||||||
End of period | $ | 4,318 | $ | 4,830 | |||||
USA Segment | |||||||||
Beginning of period | $ | - | $ | - | |||||
Acquisition of H&N | 675 | - | |||||||
End of period | $ | 675 | $ | - |
EQUITY_SHAREBASED_COMPENSATION
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS [Abstract] | ' | ||||||||||||||||||||
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS | ' | ||||||||||||||||||||
NOTE 10. EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS | |||||||||||||||||||||
A summary of equity activity for the three months ended March 31, 2014, (in thousands, except share data) follows. | |||||||||||||||||||||
Common Stock | Accumulated | Accumulated | Total | ||||||||||||||||||
Other | |||||||||||||||||||||
Comprehensive | |||||||||||||||||||||
Shares | Amount | Deficit | Loss | Equity | |||||||||||||||||
Balance, December 31, 2013 | 2,832,014 | $ | 227,513 | $ | (219,441 | ) | $ | (2,236 | ) | $ | 5,836 | ||||||||||
Share-based compensation, options | - | 78 | - | - | 78 | ||||||||||||||||
Stock and warrant offering proceeds, net | 162,586 | 764 | - | - | 764 | ||||||||||||||||
Warrant issued in private placement offering | - | 430 | - | - | 430 | ||||||||||||||||
Foreign currency translation | - | - | - | 204 | 204 | ||||||||||||||||
Net loss | - | - | (1,865 | ) | - | (1,865 | ) | ||||||||||||||
Balance, March 31, 2014 | 2,994,600 | $ | 228,785 | $ | (221,306 | ) | $ | (2,032 | ) | $ | 5,447 | ||||||||||
In the fourth quarter of 2013, the holders of our subordinated convertible notes agreed to amend their notes to reduce the interest rate to 5% from 10%, change the maturity of the notes to July 2016 (if there was a different maturity date) and to remove the conversion feature and antidilution protections upon the closing of an equity raise in excess of $7.0 million (Modification). Concurrently, certain warrant holders agreed to exchange warrants to purchase 496,060 shares of common stock for the future issuance of 1,554,734 shares of our common stock (Exchange). Most of the warrants impacted (warrants to purchase 441,395 shares) were warrants issued to the note holders when their notes were originally issued and had contained antidilution protections which caused them to be carried at fair value on our balances sheets. The former warrant holders committed to exchange their warrants, which were cancelled upon our closing an equity raise in the fourth quarter of 2013; however, the shares will not be issued until after shareholders vote to approve an increase in our authorized shares of common stock and to approve the transaction, if necessary under Nasdaq rules. If we do not issue shares of common stock to the former warrant holders by July 1, 2014, the interest rate on the notes will increase to 10%. | |||||||||||||||||||||
In connection with the January 2014 acquisition of H&N, we issued convertible promissory notes in the face amount of $3.3 million. We have the option to pay principal and accrued interest under the notes in either cash or in our common stock, however, if we issue shares to our former warrants holders under the terms of the Exchange, then we must settle any outstanding balance on the notes at that time through the issuance of shares of our common stock. The number of shares issued to the former H&N shareholders under the notes will be based on the volume weighted average price of our common stock for the thirty trading days ending on the second business day immediately before our election to pay the note in shares of our common stock, but in no event shall such price be lower than $6.00 or higher than $12.00. If we elect to pay the note in cash, we agree to make equal quarterly payments commencing on March 31, 2015, and ending on December 31, 2018. Interest accumulates at the annual rates of 1% until January 2015, 5% from February 2015 until January 2016 and 10% after January 2016. We recorded the notes at their $2.2 million fair value and the conversion features at their $0.5 million fair value on the date of issuance. We are accreting the notes to their face amounts at an effective interest rate of 18.9%. If and when the notes convert, we expect to recognize other income (expense) for the difference between the fair value of the shares issued and the carrying amount of the notes and related conversion feature at the time of conversion. | |||||||||||||||||||||
In January 2014, the underwriters exercised their overallotment rights related to our fourth quarter 2013 secondary public offering. We issued and sold 162,586 shares of common stock for $5.24 per share and publicly traded warrants to purchase 162,586 shares of common stock for $0.01 per underlying share. In connection with the overallotment exercise, the underwriters on the offering also received a warrant for the purchase of 8,130 shares, at an exercise price of $6.55 per share, which expires in December 2018. The net proceeds from the offering were $0.8 million, after deducting underwriting discounts and commissions and other offering expenses of $0.1 million, and are included in equity. | |||||||||||||||||||||
In March 2014, we completed a private placement offering. We issued convertible notes in the principal amount of $4.9 million and warrants for the purchase of up to 1,399,614 shares of common stock. The notes are due in July 2016, bear interest at 5% interest and automatically convert at a conversion price of $5.25, upon shareholders voting to approve an increase in our authorized shares of common stock. The warrants have an exercise price of $5.25 per share and expire in March 2019. We contributed $1.0 million of the $4.3 million proceeds, net of $0.6 million of costs, to Nutra SA, and intend to use the remainder of the proceeds for capital projects in the United States and for general corporate purposes. On a fully diluted basis, at issuance we had available shares of common stock only for 15.8% of the shares underlying the Warrants. To the extent there were available shares, we allocated proceeds to equity for the Warrants ($0.4 million). We recorded a derivative liability for the warrants to the extent there were not available shares ($4.0 million). We recorded $1.1 million in financing expense on the transaction, representing the excess of the amounts recorded for the warrants over the net proceeds from the offering. The convertible notes issued in the offering were initially recorded with a discount equal to the face amount of the notes. If and when the notes convert, we expect to recognize interest expense of $3.3 million and to increase common stock $3.3 million. | |||||||||||||||||||||
We have certain warrant agreements in effect for outstanding liability warrants that contain antidilution clauses. Under the antidilution clauses, in the event of equity issuances, we may be required to lower the exercise price on liability warrants and increase the number of shares underlying liability warrants. Equity issuances may include issuances of our common stock, certain awards of options to employees, and issuances of warrants and/or other convertible instruments below a certain exercise price. |
DEBT
DEBT | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
DEBT [Abstract] | ' | ||||||||
DEBT | ' | ||||||||
NOTE 11. DEBT | |||||||||
The following table summarizes current and long-term portions of debt (in thousands). | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Corporate segment: | |||||||||
Senior revolving note, net | $ | 1,324 | $ | 1,988 | |||||
Subordinated notes, net | 4,425 | 4,262 | |||||||
Convertible notes payable to former H&N shareholders, net | 2,384 | - | |||||||
Convertible notes payable to private placement investors, net | - | - | |||||||
Other | 110 | - | |||||||
8,243 | 6,250 | ||||||||
Brazil segment: | |||||||||
Capital expansion loans | 4,786 | 4,795 | |||||||
Working capital lines of credit | 3,691 | 3,213 | |||||||
Advances on export letters of credit | 2,412 | 2,386 | |||||||
Special tax programs | 2,569 | 2,351 | |||||||
Other | 161 | 174 | |||||||
13,619 | 12,919 | ||||||||
Total debt | 21,862 | 19,169 | |||||||
Current portion | 8,421 | 8,250 | |||||||
Long-term portion | $ | 13,441 | $ | 10,919 | |||||
USA Segment | |||||||||
See Note 10 for a description of the convertible note payable issued in the first quarter of 2014 to the former shareholders of H&N and the private placement investors. | |||||||||
In the first quarter of 2013, the holder of the senior convertible debentures converted $0.1 million of the outstanding principal into 1,400,000 shares of our common stock, at a conversion price of $0.07. We recognized a loss of less than $0.1 million on the transaction, representing the difference between the $0.1 million market value of the shares of common stock issued and the $0.1 million carrying amount of the debt (including the related derivative conversion liability). | |||||||||
Brazil Segment | |||||||||
All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on export letters of credit which are denominated in U.S. Dollars. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2014 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 12. COMMITMENTS AND CONTINGENCIES | |
In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. Defense costs are expensed as incurred and are included in professional fees. | |
Irgovel Purchase | |
On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3 million. | |
We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel’s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers. | |
On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers allege is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. Our parent company has not been served with any formal notices in regard to this matter. To date, only Irgovel has received formal legal notice. In addition, the Purchase Agreement requires that all disputes between us and the Sellers be adjudicated through arbitration. As part of the Purchase Agreement, $2.0 million was deposited into an escrow account to cover contingencies with the net remaining funds payable to the Sellers upon resolution of all contingencies. We believe any payout due to the lawsuit will be made out of the escrow account. As of March 31, 2014 and December 31 2013, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of March 31, 2014, after paying or accruing specific pre-acquisition liabilities, a balance of $1.6 million remains accrued to settle as yet unidentified contingencies. We believe that there is no additional material exposure as any amounts determined to be owed as a result of the above noted litigation and contingencies will be covered by the escrow account. | |
Diabco Life Sciences, LLC | |
In January 2012, we filed a complaint in the Superior Court of California, Sacramento County, seeking damages arising out of Diabco Life Sciences, LLC’s (Diabco) breach of a 2008 promissory note in the principal amount of $0.5 million. At trial August 2013, Diabco stipulated that total damages through July 2013, including interest and late fees, amounted to $0.9 million. In September 2013, the court issued its tentative statement of decision indicating that judgment will be entered in our favor in the amount of $0.9 million as of July 2013, plus interest. In January 2014, the court issued its final judgment in the amount of $1.0 million. Diabco has filed a notice of appeal with the court challenging the final judgment. We have no receivable from Diabco recorded in the accompanying financial statements, as recovery of the judgment is not reasonably assured. | |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
SEGMENT INFORMATION [Abstract] | ' | ||||||||||||||||
SEGMENT INFORMATION | ' | ||||||||||||||||
NOTE 13. SEGMENT INFORMATION | |||||||||||||||||
The tables below present segment information for the periods identified and provide reconciliations of segment information to total consolidated information (in thousands). | |||||||||||||||||
Three Months Ended March 31, 2014 | Corporate | USA | Brazil | Consolidated | |||||||||||||
Revenues | $ | - | $ | 4,993 | $ | 2,691 | $ | 7,684 | |||||||||
Cost of goods sold | - | 3,377 | 2,893 | 6,270 | |||||||||||||
Gross profit | - | 1,616 | (202 | ) | 1,414 | ||||||||||||
Depreciation and amortization (in selling, general and administrative) | (10 | ) | (638 | ) | (170 | ) | (818 | ) | |||||||||
Other operating expense | (1,632 | ) | (742 | ) | (941 | ) | (3,315 | ) | |||||||||
Income (loss) from operations | $ | (1,642 | ) | $ | 236 | $ | (1,313 | ) | $ | (2,719 | ) | ||||||
Net income (loss) attributable to RiceBran Technologies | $ | (988 | ) | $ | 236 | $ | (1,113 | ) | $ | (1,865 | ) | ||||||
Interest expense | 530 | - | 658 | 1,188 | |||||||||||||
Depreciation (in cost of goods sold) | - | 253 | 424 | 677 | |||||||||||||
Purchases of property | 84 | 143 | 1,976 | 2,203 | |||||||||||||
Three Months Ended March 31, 2013 | Corporate | USA | Brazil | Consolidated | |||||||||||||
Revenues | $ | - | $ | 2,909 | $ | 5,800 | $ | 8,709 | |||||||||
Cost of goods sold | - | 2,205 | 5,538 | 7,743 | |||||||||||||
Gross profit | - | 704 | 262 | 966 | |||||||||||||
Depreciation and amortization (in selling, general and administrative) | (6 | ) | (121 | ) | (204 | ) | (331 | ) | |||||||||
Intersegment fees | 56 | - | (56 | ) | - | ||||||||||||
Other operating expense | (1,416 | ) | (677 | ) | (1,289 | ) | (3,382 | ) | |||||||||
Loss from operations | $ | (1,366 | ) | $ | (94 | ) | $ | (1,287 | ) | $ | (2,747 | ) | |||||
Net loss attributable to RiceBran Technologies | $ | (5,213 | ) | $ | (94 | ) | $ | (506 | ) | $ | (5,813 | ) | |||||
Interest expense | 276 | - | 353 | 629 | |||||||||||||
Depreciation (in cost of goods sold) | - | 225 | 412 | 637 | |||||||||||||
Purchases of property | 4 | 12 | 700 | 716 | |||||||||||||
The tables below present segment information for selected balance sheet accounts (in thousands). | |||||||||||||||||
Corporate | USA | Brazil | Consolidated | ||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Inventories | $ | - | $ | 2,094 | $ | 2,145 | $ | 4,239 | |||||||||
Property, net | 129 | 7,985 | 19,690 | 27,804 | |||||||||||||
Goodwill | - | 677 | 4,316 | 4,993 | |||||||||||||
Intangible assets, net | - | 3,984 | 549 | 4,533 | |||||||||||||
Total assets | 5,628 | 16,787 | 30,246 | 52,661 | |||||||||||||
As of December 31, 2013 | |||||||||||||||||
Inventories | - | 870 | 1,560 | 2,430 | |||||||||||||
Property, net | 55 | 7,231 | 17,672 | 24,958 | |||||||||||||
Goodwill | - | - | 4,139 | 4,139 | |||||||||||||
Intangible assets, net | - | 745 | 672 | 1,417 | |||||||||||||
Total assets | 6,039 | 9,796 | 28,743 | 44,578 | |||||||||||||
Corporate segment total assets include cash, restricted cash, property and other assets. | |||||||||||||||||
The following table presents revenue by geographic area for the three months ended March 31, 2014 and 2013 (in thousands). | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 4,500 | $ | 3,595 | |||||||||||||
Brazil | 2,648 | 4,271 | |||||||||||||||
Other international | 536 | 843 | |||||||||||||||
Total revenues | $ | 7,684 | $ | 8,709 |
FAIR_VALUE_MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
FAIR VALUE MEASUREMENT [Abstract] | ' | ||||||||||||||||||||||||
FAIR VALUE MEASUREMENT | ' | ||||||||||||||||||||||||
NOTE 14. FAIR VALUE MEASUREMENT | |||||||||||||||||||||||||
The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of March 31 2014, the fair value of our USA segment debt (Level 3 measurement) is approximately $5.0 million higher than the $8.2 million carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt (Level 3 measurement) approximates the carrying value of that debt based on the current market rates for similar debt with similar maturities. | |||||||||||||||||||||||||
Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property. | |||||||||||||||||||||||||
We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market: | |||||||||||||||||||||||||
● | Level 1 – inputs include quoted prices for identical instruments and are the most observable. | ||||||||||||||||||||||||
● | Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves. | ||||||||||||||||||||||||
● | Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. | ||||||||||||||||||||||||
For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed. | |||||||||||||||||||||||||
The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands): | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
31-Mar-14 | |||||||||||||||||||||||||
Derivative warrant liabilities | (1 | ) | $ | - | $ | - | $ | (5,121 | ) | $ | (5,121 | ) | |||||||||||||
Derivative converstion liability | (2 | ) | (86 | ) | (86 | ) | |||||||||||||||||||
Total liabilities at fair value | $ | - | $ | - | $ | (5,207 | ) | $ | (5,207 | ) | |||||||||||||||
31-Dec-13 | |||||||||||||||||||||||||
Derivative warrant liabilities | (1 | ) | $ | - | $ | - | $ | (1,685 | ) | $ | (1,685 | ) | |||||||||||||
Total liabilities at fair value | $ | - | $ | - | $ | (1,685 | ) | $ | (1,685 | ) | |||||||||||||||
-1 | These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. | ||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||
Risk-free interest rate | 0.1% - 0.7% | 0.1% - 0.6% | |||||||||||||||||||||||
(0.7% weighted average) | (0.5% weighted average) | ||||||||||||||||||||||||
Expected volatility | 92%-123% | 105% - 108% | |||||||||||||||||||||||
(118% weighted average) | (107% weighted average) | ||||||||||||||||||||||||
-2 | These conversion liabilities were valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow. | ||||||||||||||||||||||||
31-Mar-14 | |||||||||||||||||||||||||
Risk-free interest rate | 0.10% | ||||||||||||||||||||||||
Expected volatility | 92% | ||||||||||||||||||||||||
The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands): | |||||||||||||||||||||||||
Fair Value | Total | Issuance of | Net | Fair Value, | Change in | ||||||||||||||||||||
as of | Realized | New | Transfers | at End of | Unrealized | ||||||||||||||||||||
Beginning | and | Instruments | (Into) Out of | Period | Gains | ||||||||||||||||||||
of Period | Unrealized | Level 3 | (Losses) on | ||||||||||||||||||||||
Gains | Instruments | ||||||||||||||||||||||||
(Losses) | Still Held | ||||||||||||||||||||||||
Three Months Ended March 31, 2014 | (1 | ) | |||||||||||||||||||||||
Derivative warrant liability | $ | (1,685 | ) | $ | 1,555 | $ | (4,991 | ) | $ | - | $ | (5,121 | ) | $ | 1,555 | ||||||||||
Derivative conversion liability | - | 503 | (589 | ) | - | (86 | ) | 503 | |||||||||||||||||
Total Level 3 fair value | $ | (1,685 | ) | $ | 2,058 | $ | (5,580 | ) | $ | - | $ | (5,207 | ) | $ | 2,058 | ||||||||||
Three Months Ended March 31, 2013 | |||||||||||||||||||||||||
Derivative warrant liability | $ | (4,520 | ) | $ | (2,238 | ) | $ | - | $ | - | $ | (6,758 | ) | $ | (2,238 | ) | |||||||||
Derivative conversion liability | (2,199 | ) | (1,300 | ) | - | 24 | (3,475 | ) | (1,317 | ) | |||||||||||||||
Total Level 3 fair value | $ | (6,719 | ) | $ | (3,538 | ) | $ | - | $ | 24 | $ | (10,233 | ) | $ | (3,555 | ) | |||||||||
-1 | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. | ||||||||||||||||||||||||
The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands): | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
As of March 31, 2014 | Impairment | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Losses | |||||||||||||||||||||
(1 | ) | ||||||||||||||||||||||||
Property, net | (1 | ) | $ | - | $ | - | $ | 394 | $ | 394 | $ | - | |||||||||||||
Property, net | $ | - | $ | - | $ | 394 | $ | 394 | $ | - | |||||||||||||||
2013 | |||||||||||||||||||||||||
As of December 31, 2013 | Impairment | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Losses | |||||||||||||||||||||
(1 | ) | ||||||||||||||||||||||||
Property, net | (1 | ) | $ | - | $ | - | $ | 394 | $ | 394 | $ | 300 | |||||||||||||
Property, net | $ | - | $ | - | $ | 394 | $ | 394 | $ | 300 | |||||||||||||||
-1 | Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
RELATED PARTY TRANSACTIONS [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 15. RELATED PARTY TRANSACTIONS | |
Transactions with Baruch Halpern | |
Entities beneficially owned by Baruch Halpern, a director, invested $2.6 million in our subordinated convertible notes and related warrants prior to 2013. In the three months ended March 31, 2014 and 2013 we paid $57 thousand and $24 thousand of interest on subordinated notes beneficially owned by Mr. Halpern. The terms of the notes beneficially owned by Mr. Halpern were changed in the Modification. | |
As a result of the Exchange, warrants beneficially owned by Mr. Halpern for the purchase of up to 185,714 shares of common stock ($14.00 per share exercise price with a July 31, 2017 expiration), related to the subordinated convertible notes were cancelled in exchange for 634,679 shares of our common stock (with a fair value of $2.9 million at time of the Exchange), however the shares will not be issued until after shareholders vote to approve an increase in our authorized shares of common stock. | |
In connection with the Exchange, other warrants beneficially owned by Mr. Halpern for the purchase of up to 45,683 shares of common stock ($14.00 per share exercise prices and expirations between January 2017 and August 2017) were cancelled in exchange for 75,377 shares of our common stock (with a fair value of $0.3 million at time of the Exchange), however the shares will not be issued until after shareholders vote to approve an increase in our authorized shares of common stock. | |
Transactions with W. John Short | |
W. John Short, our chief executive officer and director, invested in our subordinated convertible notes and related warrants $50 thousand in January 2012 and $25 thousand in April 2013. In the three months ended March 31, 2014 and 2013 we paid approximately $1 thousand of interest on subordinated notes beneficially owned by Mr. Short. In June 2013, Mr. Short made an election to be paid in stock, rather than cash, for interest accruing under the notes from February 2013 through June 2014. In connection with the election, in 2013 we issued a PIK warrant with 234 underlying shares of common stock, and increased the shares underlying Mr. Short’s convertible notes by 234 shares as payment for interest accruing under the convertible notes from February 2013 through October 2013. The terms of the notes beneficially owned by Mr. Short were impacted by the Modification. | |
As a result of the Exchange, warrants beneficially owned by Mr. Short for the purchase of up to 2,020 shares of common stock ($14.00 per share exercise prices and expirations of July 2017 and May 2018), including the PIK warrant, were cancelled in exchange for 6,674 shares of our common stock, however the shares will not be issued until after shareholders vote to approve an increase in our authorized shares of common stock. | |
Transactions with Mark McKnight | |
In January 2014, we purchased all of the outstanding shares of H&N Distribution, Inc. (H&N) for $2.0 million in cash, plus convertible promissory notes for $3.3 million. Mark McKnight, our current senior vice president of contract manufacturing, and his wife collectively owned a majority interest in H&N prior to the acquisition. In connection with our acquisition of H&N, Mark McKnight received $0.7 million in cash and a convertible promissory note for $1.4 million and Nicole McKnight, his wife, received $0.7 million in cash and a convertible promissory note for $1.4 million. The terms of the notes are further described in Note 10. | |
In January 2014, we entered into a 5% unsecured promissory note with Nicole McKnight for $0.1 million, due in principal installments plus accrued interest on December 31, 2014 and due December 31, 2015. | |
During the first quarter of 2013, prior to the acquisition, we had product sales totaling $0.1 million to H&N. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2014 | |
INCOME TAXES [Abstract] | ' |
INCOME TAXES | ' |
NOTE 16. INCOME TAXES | |
In connection with our accounting for the acquisition of H&N in January 2014, we established deferred tax liabilities of $1.4 million. These deferred tax liabilities primarily relate to intangibles recorded for financial reporting purposes, which are not deductible for tax purposes. We expect to utilize the benefit of our net operating loss carryforwards against a portion of the future taxable income from these deferred tax liabilities. As a result, we reduced the valuation allowance on $0.2 million of our United States net operating loss carryforwards and recognized a deferred income tax benefit of $0.2 million in the first quarter 2014. | |
Utilization of net operating loss carryforwards may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986, as amended and similar state regulations. The annual limitations may result in the expiration of substantial net operating loss carryforwards before utilization. We have not completed the necessary analyses to determine the amount of such limitation, however, we expect any limitations will not impair our ability to offset $0.2 million of the future taxable income related to the deferred tax liabilities described above. |
BASIS_OF_PRESENTATION_Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
BASIS OF PRESENTATION [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
There are no recent accounting pronouncements that are applicable to us and adoption of which could potentially have a material impact on our consolidated financial statements. |
LOSS_PER_SHARE_EPS_Tables
LOSS PER SHARE (EPS) (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
LOSS PER SHARE (EPS) [Abstract] | ' | ||||||||
Reconciliations of numerators and denominators in EPS computations | ' | ||||||||
Below are reconciliations of the numerators and denominators in the EPS computations for the three months ended March 31, 2014 and 2013. | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
NUMERATOR (in thousands): | |||||||||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ | (1,865 | ) | $ | (5,813 | ) | |||
DENOMINATOR: | |||||||||
Basic EPS - weighted average number of shares outstanding | 3,017,408 | 1,043,459 | |||||||
Effect of dilutive securities outstanding | - | - | |||||||
Diluted EPS - weighted average number of shares outstanding | 3,017,408 | 1,043,459 | |||||||
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 (average exercise price of $24.52 and $30.40) | 174,141 | 173,260 | |||||||
Warrants (average exercise price of $6.27 and $24.97) | 2,750,335 | 806,769 | |||||||
Convertible debt (average conversion price of $14.00 in 2013) | - | 467,588 |
HN_ACQUISITION_Tables
H&N ACQUISITION (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
H&N ACQUISITION [Abstract] | ' | ||||
Schedule of aggregate purchase price allocation | ' | ||||
In the first quarter of 2014, we incurred $0.3 million of acquisition-related costs which are included in selling, general and administrative expenses in the consolidated statements of operations. The following table summarizes the preliminary aggregate purchase price allocation, the consideration transferred to acquire H&N, as well as the amounts of identified assets acquired and liabilities assumed based on the estimated fair value as of the January 2, 2014, acquisition date (in thousands). | |||||
Cash | $ | 1,800 | |||
Cash holdback for contingencies | 200 | ||||
Convertible notes payable | 2,785 | ||||
Total fair value of consideration transferred | 4,785 | ||||
Financial assets, including acquired cash of $1,075 | 1,311 | ||||
Inventories | 1,191 | ||||
Property | 963 | ||||
Identified intangible asset estimate | 3,848 | ||||
Deferred income taxes, net | (1,448 | ) | |||
Financial liabilities | (1,755 | ) | |||
Net recognized amounts of identifiable assets acquired | 4,110 | ||||
Goodwill - USA segment | $ | 675 |
REDEEMABLE_NONCONTROLLING_INTE1
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | ' | ||||||||
Summary of the carrying amounts included in consolidated balance sheets | ' | ||||||||
We hold a variable interest which relates to our equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands). | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Cash and cash equivalents | $ | 1,132 | $ | 1,686 | |||||
Other current assets (restricted $1,116 and $1,967) | 4,521 | 4,546 | |||||||
Property, net (restricted $4,947 and $4,969) | 19,690 | 17,672 | |||||||
Goodwill and intangibles, net | 4,865 | 4,812 | |||||||
Other noncurrent assets | 38 | 27 | |||||||
Total assets | $ | 30,246 | $ | 28,743 | |||||
Current liabilities | $ | 6,982 | $ | 6,514 | |||||
Current portion of long-term debt (nonrecourse) | 6,828 | 6,262 | |||||||
Long-term debt, less current portion (nonrecourse) | 6,791 | 6,658 | |||||||
Total liabilities | $ | 20,601 | $ | 19,434 | |||||
Summary of changes in redeemable noncontrolling interest | ' | ||||||||
A summary of changes in redeemable noncontrolling interest in Nutra SA follows (in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | $ | 7,177 | $ | 9,262 | |||||
Investors' interest in net loss of Nutra SA | (920 | ) | (485 | ) | |||||
Investors' interest in accumulated other comprehensive income of Nutra SA | 168 | 72 | |||||||
Redeemable noncontrolling interest in Nutra SA, end of period | $ | 6,425 | $ | 8,849 |
INVENTORIES_Tables
INVENTORIES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
INVENTORIES [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
Inventories are composed of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 1,264 | $ | 1,194 | |||||
Work in process | 194 | 546 | |||||||
Raw materials | 2,225 | 441 | |||||||
Packaging supplies | 556 | 249 | |||||||
Total inventories | $ | 4,239 | $ | 2,430 |
PROPERTY_Tables
PROPERTY (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
PROPERTY [Abstract] | ' | ||||||||
Property, plant and equipment | ' | ||||||||
Property, plant and equipment consist of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 388 | $ | 382 | |||||
Furniture and fixtures | 562 | 553 | |||||||
Plant | 15,012 | 14,582 | |||||||
Computer and software | 1,502 | 1,437 | |||||||
Leasehold improvements | 394 | 200 | |||||||
Machinery and equipment | 15,740 | 14,557 | |||||||
Construction in progress | 9,587 | 7,517 | |||||||
Property | 43,185 | 39,228 | |||||||
Less accumulated depreciation | 15,381 | 14,270 | |||||||
Property, net | $ | 27,804 | $ | 24,958 |
GOODWILL_Tables
GOODWILL (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
GOODWILL [Abstract] | ' | ||||||||
Summary of goodwill activity | ' | ||||||||
A summary of goodwill activity follows: | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Brazil Segment | |||||||||
Beginning of period | $ | 4,139 | $ | 4,773 | |||||
Effect of foreign currency translation | 179 | 57 | |||||||
End of period | $ | 4,318 | $ | 4,830 | |||||
USA Segment | |||||||||
Beginning of period | $ | - | $ | - | |||||
Acquisition of H&N | 675 | - | |||||||
End of period | $ | 675 | $ | - |
EQUITY_SHAREBASED_COMPENSATION1
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS [Abstract] | ' | ||||||||||||||||||||
Summary of equity activity | ' | ||||||||||||||||||||
A summary of equity activity for the three months ended March 31, 2014, (in thousands, except share data) follows. | |||||||||||||||||||||
Common Stock | Accumulated | Accumulated | Total | ||||||||||||||||||
Other | |||||||||||||||||||||
Comprehensive | |||||||||||||||||||||
Shares | Amount | Deficit | Loss | Equity | |||||||||||||||||
Balance, December 31, 2013 | 2,832,014 | $ | 227,513 | $ | (219,441 | ) | $ | (2,236 | ) | $ | 5,836 | ||||||||||
Share-based compensation, options | - | 78 | - | - | 78 | ||||||||||||||||
Stock and warrant offering proceeds, net | 162,586 | 764 | - | - | 764 | ||||||||||||||||
Warrant issued in private placement offering | - | 430 | - | - | 430 | ||||||||||||||||
Foreign currency translation | - | - | - | 204 | 204 | ||||||||||||||||
Net loss | - | - | (1,865 | ) | - | (1,865 | ) | ||||||||||||||
Balance, March 31, 2014 | 2,994,600 | $ | 228,785 | $ | (221,306 | ) | $ | (2,032 | ) | $ | 5,447 |
DEBT_Tables
DEBT (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
DEBT [Abstract] | ' | ||||||||
Current and long-term debt | ' | ||||||||
The following table summarizes current and long-term portions of debt (in thousands). | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Corporate segment: | |||||||||
Senior revolving note, net | $ | 1,324 | $ | 1,988 | |||||
Subordinated notes, net | 4,425 | 4,262 | |||||||
Convertible notes payable to former H&N shareholders, net | 2,384 | - | |||||||
Convertible notes payable to private placement investors, net | - | - | |||||||
Other | 110 | - | |||||||
8,243 | 6,250 | ||||||||
Brazil segment: | |||||||||
Capital expansion loans | 4,786 | 4,795 | |||||||
Working capital lines of credit | 3,691 | 3,213 | |||||||
Advances on export letters of credit | 2,412 | 2,386 | |||||||
Special tax programs | 2,569 | 2,351 | |||||||
Other | 161 | 174 | |||||||
13,619 | 12,919 | ||||||||
Total debt | 21,862 | 19,169 | |||||||
Current portion | 8,421 | 8,250 | |||||||
Long-term portion | $ | 13,441 | $ | 10,919 |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
SEGMENT INFORMATION [Abstract] | ' | ||||||||||||||||
Segment information identified and reconciliations of segment information to total consolidated information | ' | ||||||||||||||||
The tables below present segment information for the periods identified and provide reconciliations of segment information to total consolidated information (in thousands). | |||||||||||||||||
Three Months Ended March 31, 2014 | Corporate | USA | Brazil | Consolidated | |||||||||||||
Revenues | $ | - | $ | 4,993 | $ | 2,691 | $ | 7,684 | |||||||||
Cost of goods sold | - | 3,377 | 2,893 | 6,270 | |||||||||||||
Gross profit | - | 1,616 | (202 | ) | 1,414 | ||||||||||||
Depreciation and amortization (in selling, general and administrative) | (10 | ) | (638 | ) | (170 | ) | (818 | ) | |||||||||
Other operating expense | (1,632 | ) | (742 | ) | (941 | ) | (3,315 | ) | |||||||||
Income (loss) from operations | $ | (1,642 | ) | $ | 236 | $ | (1,313 | ) | $ | (2,719 | ) | ||||||
Net income (loss) attributable to RiceBran Technologies | $ | (988 | ) | $ | 236 | $ | (1,113 | ) | $ | (1,865 | ) | ||||||
Interest expense | 530 | - | 658 | 1,188 | |||||||||||||
Depreciation (in cost of goods sold) | - | 253 | 424 | 677 | |||||||||||||
Purchases of property | 84 | 143 | 1,976 | 2,203 | |||||||||||||
Three Months Ended March 31, 2013 | Corporate | USA | Brazil | Consolidated | |||||||||||||
Revenues | $ | - | $ | 2,909 | $ | 5,800 | $ | 8,709 | |||||||||
Cost of goods sold | - | 2,205 | 5,538 | 7,743 | |||||||||||||
Gross profit | - | 704 | 262 | 966 | |||||||||||||
Depreciation and amortization (in selling, general and administrative) | (6 | ) | (121 | ) | (204 | ) | (331 | ) | |||||||||
Intersegment fees | 56 | - | (56 | ) | - | ||||||||||||
Other operating expense | (1,416 | ) | (677 | ) | (1,289 | ) | (3,382 | ) | |||||||||
Loss from operations | $ | (1,366 | ) | $ | (94 | ) | $ | (1,287 | ) | $ | (2,747 | ) | |||||
Net loss attributable to RiceBran Technologies | $ | (5,213 | ) | $ | (94 | ) | $ | (506 | ) | $ | (5,813 | ) | |||||
Interest expense | 276 | - | 353 | 629 | |||||||||||||
Depreciation (in cost of goods sold) | - | 225 | 412 | 637 | |||||||||||||
Purchases of property | 4 | 12 | 700 | 716 | |||||||||||||
Segment information for selected balance sheet accounts | ' | ||||||||||||||||
The tables below present segment information for selected balance sheet accounts (in thousands). | |||||||||||||||||
Corporate | USA | Brazil | Consolidated | ||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Inventories | $ | - | $ | 2,094 | $ | 2,145 | $ | 4,239 | |||||||||
Property, net | 129 | 7,985 | 19,690 | 27,804 | |||||||||||||
Goodwill | - | 677 | 4,316 | 4,993 | |||||||||||||
Intangible assets, net | - | 3,984 | 549 | 4,533 | |||||||||||||
Total assets | 5,628 | 16,787 | 30,246 | 52,661 | |||||||||||||
As of December 31, 2013 | |||||||||||||||||
Inventories | - | 870 | 1,560 | 2,430 | |||||||||||||
Property, net | 55 | 7,231 | 17,672 | 24,958 | |||||||||||||
Goodwill | - | - | 4,139 | 4,139 | |||||||||||||
Intangible assets, net | - | 745 | 672 | 1,417 | |||||||||||||
Total assets | 6,039 | 9,796 | 28,743 | 44,578 | |||||||||||||
Revenue by geographic area | ' | ||||||||||||||||
The following table presents revenue by geographic area for the three months ended March 31, 2014 and 2013 (in thousands). | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 4,500 | $ | 3,595 | |||||||||||||
Brazil | 2,648 | 4,271 | |||||||||||||||
Other international | 536 | 843 | |||||||||||||||
Total revenues | $ | 7,684 | $ | 8,709 |
FAIR_VALUE_MEASUREMENT_Tables
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
FAIR VALUE MEASUREMENT [Abstract] | ' | ||||||||||||||||||||||||
Fair values by input hierarchy of items measured at fair value on a recurring basis | ' | ||||||||||||||||||||||||
The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands): | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
31-Mar-14 | |||||||||||||||||||||||||
Derivative warrant liabilities | (1 | ) | $ | - | $ | - | $ | (5,121 | ) | $ | (5,121 | ) | |||||||||||||
Derivative converstion liability | (2 | ) | (86 | ) | (86 | ) | |||||||||||||||||||
Total liabilities at fair value | $ | - | $ | - | $ | (5,207 | ) | $ | (5,207 | ) | |||||||||||||||
31-Dec-13 | |||||||||||||||||||||||||
Derivative warrant liabilities | (1 | ) | $ | - | $ | - | $ | (1,685 | ) | $ | (1,685 | ) | |||||||||||||
Total liabilities at fair value | $ | - | $ | - | $ | (1,685 | ) | $ | (1,685 | ) | |||||||||||||||
-1 | These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. | ||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||
Risk-free interest rate | 0.1% - 0.7% | 0.1% - 0.6% | |||||||||||||||||||||||
(0.7% weighted average) | (0.5% weighted average) | ||||||||||||||||||||||||
Expected volatility | 92%-123% | 105% - 108% | |||||||||||||||||||||||
(118% weighted average) | (107% weighted average) | ||||||||||||||||||||||||
-2 | These conversion liabilities were valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow. | ||||||||||||||||||||||||
31-Mar-14 | |||||||||||||||||||||||||
Risk-free interest rate | 0.10% | ||||||||||||||||||||||||
Expected volatility | 92% | ||||||||||||||||||||||||
Additional assumptions used to calculate fair value | ' | ||||||||||||||||||||||||
Additional assumptions that were used to calculate fair value follow. | |||||||||||||||||||||||||
31-Mar-14 | |||||||||||||||||||||||||
Risk-free interest rate | 0.10% | ||||||||||||||||||||||||
Expected volatility | 92% | ||||||||||||||||||||||||
Changes in level 3 items measured at fair value | ' | ||||||||||||||||||||||||
The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands): | |||||||||||||||||||||||||
Fair Value | Total | Issuance of | Net | Fair Value, | Change in | ||||||||||||||||||||
as of | Realized | New | Transfers | at End of | Unrealized | ||||||||||||||||||||
Beginning | and | Instruments | (Into) Out of | Period | Gains | ||||||||||||||||||||
of Period | Unrealized | Level 3 | (Losses) on | ||||||||||||||||||||||
Gains | Instruments | ||||||||||||||||||||||||
(Losses) | Still Held | ||||||||||||||||||||||||
Three Months Ended March 31, 2014 | (1 | ) | |||||||||||||||||||||||
Derivative warrant liability | $ | (1,685 | ) | $ | 1,555 | $ | (4,991 | ) | $ | - | $ | (5,121 | ) | $ | 1,555 | ||||||||||
Derivative conversion liability | - | 503 | (589 | ) | - | (86 | ) | 503 | |||||||||||||||||
Total Level 3 fair value | $ | (1,685 | ) | $ | 2,058 | $ | (5,580 | ) | $ | - | $ | (5,207 | ) | $ | 2,058 | ||||||||||
Three Months Ended March 31, 2013 | |||||||||||||||||||||||||
Derivative warrant liability | $ | (4,520 | ) | $ | (2,238 | ) | $ | - | $ | - | $ | (6,758 | ) | $ | (2,238 | ) | |||||||||
Derivative conversion liability | (2,199 | ) | (1,300 | ) | - | 24 | (3,475 | ) | (1,317 | ) | |||||||||||||||
Total Level 3 fair value | $ | (6,719 | ) | $ | (3,538 | ) | $ | - | $ | 24 | $ | (10,233 | ) | $ | (3,555 | ) | |||||||||
-1 | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. | ||||||||||||||||||||||||
Summary of fair values by input hierarchy measured at fair value on a nonrecurring basis | ' | ||||||||||||||||||||||||
The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands): | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
As of March 31, 2014 | Impairment | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Losses | |||||||||||||||||||||
(1 | ) | ||||||||||||||||||||||||
Property, net | (1 | ) | $ | - | $ | - | $ | 394 | $ | 394 | $ | - | |||||||||||||
Property, net | $ | - | $ | - | $ | 394 | $ | 394 | $ | - | |||||||||||||||
2013 | |||||||||||||||||||||||||
As of December 31, 2013 | Impairment | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Losses | |||||||||||||||||||||
(1 | ) | ||||||||||||||||||||||||
Property, net | (1 | ) | $ | - | $ | - | $ | 394 | $ | 394 | $ | 300 | |||||||||||||
Property, net | $ | - | $ | - | $ | 394 | $ | 394 | $ | 300 | |||||||||||||||
-1 | Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change. |
BUSINESS_Details
BUSINESS (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Segment | |
Location | |
BUSINESS [Abstract] | ' |
Number of reportable business segments | 2 |
Number of locations in California | 2 |
Number of locations in Louisiana | 1 |
Number of locations in Lake Charles, Louisiana | 1 |
Revenue from Human Food Products [Member] | USA Segment Revenue [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration risk, percentage (in hundredths) | 55.00% |
Revenue from Animal Nutrition Products [Member] | USA Segment Revenue [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration risk, percentage (in hundredths) | 45.00% |
RBO Products [Member] | Brazil Segment Revenue [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration risk, percentage (in hundredths) | 45.00% |
DRB Products [Member] | Brazil Segment Revenue [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration risk, percentage (in hundredths) | 55.00% |
LIQUIDITY_AND_MANAGEMENTS_PLAN1
LIQUIDITY AND MANAGEMENT'S PLAN (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
LIQUIDITY AND MANAGEMENT'S PLAN [Abstract] | ' |
Proceeds from issuance of stock | $12 |
LOSS_PER_SHARE_EPS_Details
LOSS PER SHARE (EPS) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
NUMERATOR [Abstract] | ' | ' |
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | ($1,865) | ($5,813) |
DENOMINATOR [Abstract] | ' | ' |
Basic EPS - weighted average number of shares outstanding (in shares) | 3,017,408 | 1,043,459 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 3,017,408 | 1,043,459 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
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 (in shares) | 174,141 | 173,260 |
Average exercise price of options (in dollars per share) | $24.52 | $30.40 |
Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
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 (in shares) | 2,750,335 | 806,769 |
Average exercise price of warrants (in dollars per share) | $6.27 | $24.97 |
Convertible Debt [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
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 (in shares) | 0 | 467,588 |
Average conversion price of convertible debt (in dollars per share) | ' | $14 |
HN_ACQUISITION_Details
H&N ACQUISITION (Details) (USD $) | 3 Months Ended | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jan. 02, 2014 | Mar. 31, 2014 | |
H and N [Member] | H and N [Member] | H and N [Member] | |||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Amount of outstanding shares purchased | ' | ' | $2,000,000 | ' | ' |
Amount payable through promissory note | ' | ' | 3,300,000 | ' | ' |
Acquisition-related costs | ' | ' | 300,000 | ' | ' |
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract] | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | 1,800,000 | ' |
Cash holdback for contingencies | ' | ' | ' | 200,000 | ' |
Convertible notes payable | ' | ' | ' | 2,785,000 | ' |
Total fair value of consideration transferred | ' | ' | ' | 4,785,000 | ' |
Financial assets, including acquired cash of $1,075 | ' | ' | ' | 1,311,000 | ' |
Inventories | ' | ' | ' | 1,191,000 | ' |
Property | ' | ' | ' | 963,000 | ' |
Identified intangible asset estimate | ' | ' | ' | 3,848,000 | ' |
Deferred income taxes, net | ' | ' | ' | -1,448,000 | ' |
Financial liabilities | ' | ' | ' | -1,755,000 | ' |
Net recognized amounts of identifiable assets acquired | ' | ' | ' | 4,110,000 | ' |
Goodwill - USA segment | ' | ' | ' | 675,000 | ' |
Cash | ' | ' | ' | 1,075,000 | ' |
Fair value of trade receivables | ' | ' | 100,000 | ' | ' |
Acquired intangible assets | ' | ' | ' | ' | 3,800,000 |
Acquired average amortization period of intangible assets | ' | ' | ' | ' | '3 years |
Amortization of intangible in 2014 | ' | ' | ' | ' | 1,700,000 |
Amortization of intangible in 2015 | ' | ' | ' | ' | 1,300,000 |
Amortization of intangible in 2016 | ' | ' | ' | ' | 800,000 |
Amortization expense | ' | ' | 500,000 | ' | ' |
Revenues | $7,684,000 | $8,709,000 | $2,500,000 | ' | ' |
REDEEMABLE_NONCONTROLLING_INTE2
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | 15-May-14 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | 15-May-14 | |
Irgovel [Member] | Nutra SA [Member] | Nutra SA [Member] | Nutra SA [Member] | NutraCea [Member] | NutraCea [Member] | Investors [Member] | Investors [Member] | Investors [Member] | Investors [Member] | Investors [Member] | |||||
Subsequent Event [Member] | Representative | Representative | Nutra SA [Member] | Nutra SA [Member] | Nutra SA [Member] | Nutra SA [Member] | |||||||||
Subsequent Event [Member] | |||||||||||||||
Summary of carrying amounts included in consolidated balance sheets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | $4,798,000 | $5,091,000 | $214,000 | $1,040,000 | ' | $1,132,000 | $1,686,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Other current assets (restricted $1,116 and $1,967) | 1,235,000 | 833,000 | ' | ' | ' | 4,521,000 | 4,546,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Property, net (restricted $4,947 and $4,969) | 27,804,000 | 24,958,000 | ' | ' | ' | 19,690,000 | 17,672,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill and intangibles, net | ' | ' | ' | ' | ' | 4,865,000 | 4,812,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Other noncurrent assets | 397,000 | 532,000 | ' | ' | ' | 38,000 | 27,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets | 52,661,000 | 44,578,000 | ' | ' | ' | 30,246,000 | 28,743,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Current liabilities | 21,027,000 | 18,961,000 | ' | ' | ' | 6,982,000 | 6,514,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of long-term debt (nonrecourse) | 8,421,000 | 8,250,000 | ' | ' | ' | 6,828,000 | 6,262,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, less current portion (nonrecourse) | 13,441,000 | 10,919,000 | ' | ' | ' | 6,791,000 | 6,658,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities | 40,789,000 | 31,565,000 | ' | ' | ' | 20,601,000 | 19,434,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted portion of other current assets | ' | ' | ' | ' | ' | 1,116,000 | 1,967,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Variable interest entity restricted portion of property, net | ' | ' | ' | ' | ' | 4,947,000 | 4,969,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Summary of changes for redeemable noncontrolling interest [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable noncontrolling interest in Nutra SA, beginning of period | 7,177,000 | ' | ' | ' | ' | ' | ' | ' | 7,177,000 | 9,262,000 | ' | ' | ' | ' | ' |
Investors' interest in net loss of Nutra SA | ' | ' | ' | ' | ' | ' | ' | ' | -920,000 | -485,000 | ' | ' | ' | ' | ' |
Investors' interest in accumulated other comprehensive income of Nutra SA | ' | ' | ' | ' | ' | ' | ' | ' | 168,000 | 72,000 | ' | ' | ' | ' | ' |
Redeemable noncontrolling interest in Nutra SA, end of period | 6,425,000 | ' | ' | ' | ' | ' | ' | ' | 6,425,000 | 8,849,000 | ' | ' | ' | ' | ' |
Average ownership percentage of noncontrolling owner (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45.20% | 49.10% | ' | ' |
Ownership percentage of noncontrolling owner (in hundredths) | ' | ' | ' | ' | ' | ' | ' | 41.90% | ' | ' | ' | 43.30% | ' | 49.00% | 58.10% |
Yield earned beginning in January, 2014 (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' |
Accrued yield in other expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' |
Distributable cash terms | '(i) first, to the Investors in an amount equal to 2.3 times the Investorsb capital contributions, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to twice the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions to be made | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | 1,100,000 |
Terms of default | 'A Nutra SA business plan deviation, defined as the occurrence in 2014 of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt, A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds, Failure of Irgovel to meet minimum quarterly processing targets beginning in the second quarter of 2014, or Failure of Irgovel to achieve EBITDA of at least $4.0 million in any year after 2014. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of representatives in management committee | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | 2 | ' | ' | ' | ' |
Number of representatives in management committee upon default | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 3 | ' | ' | ' | ' |
Threshold percentage of planned EBITDA for default calculation (in hundredths) | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold percentage of damages not covered by insurance proceeds for a material problem, minimum (in hundredths) | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold percentage of unfavorable variance for default calculation (in hundredths) | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum EBITDA triggering default status | ' | ' | ' | ' | $4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Terms of qualifying event | 'Any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half or more of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
INVENTORIES [Abstract] | ' | ' |
Finished goods | $1,264 | $1,194 |
Work in process | 194 | 546 |
Raw materials | 2,225 | 441 |
Packaging supplies | 556 | 249 |
Total inventories | $4,239 | $2,430 |
PROPERTY_Details
PROPERTY (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, gross | $43,185,000 | $39,228,000 |
Less accumulated depreciation | 15,381,000 | 14,270,000 |
Property, net | 27,804,000 | 24,958,000 |
Amount payable for capital expansion project additions | 200,000 | ' |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, gross | 388,000 | 382,000 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, gross | 562,000 | 553,000 |
Plant [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, gross | 15,012,000 | 14,582,000 |
Computer and Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, gross | 1,502,000 | 1,437,000 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, gross | 394,000 | 200,000 |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, gross | 15,740,000 | 14,557,000 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, gross | $9,587,000 | $7,517,000 |
GOODWILL_Details
GOODWILL (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | USA Segment [Member] | USA Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | ||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' |
Beginning of period | $4,993 | $4,139 | $0 | $0 | $4,139 | $4,773 |
Effect of foreign currency translation | ' | ' | ' | ' | 179 | 57 |
Acquisition of H&N | ' | ' | 675 | 0 | ' | ' |
Ending of period | $4,993 | $4,139 | $675 | $0 | $4,318 | $4,830 |
EQUITY_SHAREBASED_COMPENSATION2
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (Details) (USD $) | 1 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||
Jan. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
2013 Subordinated Notes and Subordinated Convertible Notes [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | |||||
Minimum [Member] | Maximum [Member] | |||||||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated annual interest rate (in hundredths) | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' |
Proposed reduced interest rate on debt instrument (in hundredths) | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date of note | ' | ' | ' | ' | 31-Jul-16 | ' | ' | ' | ' | 31-Jul-16 | ' | ' | ' | ' |
Warrants to purchase shares of common stock (in shares) | 162,586 | ' | ' | ' | 496,060 | ' | ' | ' | ' | ' | 1,399,614 | ' | ' | ' |
Warrants issued to note holders for antidilution protection (in shares) | ' | ' | ' | ' | 441,395 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares exchanged to purchase shares of common stock (in shares) | ' | ' | ' | ' | 1,554,734 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential annual interest rate if shareholders do not approve increase in the authorized number of shares outstanding by July 1, 2014 (in hundredths) | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount on note | ' | ' | ' | ' | ' | ' | $3,300,000 | ' | ' | ' | $4,900,000 | ' | ' | ' |
Threshold trading days to consider weighted average price | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, stock price trigger (in dollar per share) | ' | ' | ' | ' | ' | ' | ' | $6 | $12 | ' | ' | ' | ' | ' |
Fair value of convertible promissary note at issue date | ' | ' | ' | ' | ' | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of conversion feature of convertible note | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Annual rate of interest accumulation until January 2015 (in hundredths) | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Annual rate of interest accumulation from February 2015 to January 2016 (in hundredths) | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Annual rate of Interest accumulation after January 2016 (in hundredths) | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | 18.90% | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued (in shares) | 162,586 | 2,994,600 | ' | 2,832,014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issue price (in dollars per share) | $5.24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued under warrant (in shares) | 8,130 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price per warrant (in dollars per share) | $6.55 | ' | ' | ' | ' | ' | ' | ' | ' | $5.25 | ' | ' | ' | ' |
Expiration Date of Warrant | 31-Dec-18 | ' | ' | ' | ' | ' | ' | ' | ' | 31-Mar-19 | ' | ' | ' | ' |
Proceeds from issuance of warrants, net of costs | 800,000 | 4,303,000 | 0 | ' | ' | ' | ' | ' | ' | 4,300,000 | ' | ' | ' | ' |
Warrants offering Expenses | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' |
Conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.25 | ' | ' | ' |
Contribution to Nutra SA | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' |
Percentage of common stock underlying the warrants (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.80% | ' | ' | ' |
Proceeds allocated to equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' |
Derivative warrant liabilities | ' | 5,121,000 | ' | 1,685,000 | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' |
Warrants financing expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' |
Interest expense | ' | -1,188,000 | -629,000 | ' | ' | ' | ' | ' | ' | 3,300,000 | ' | ' | ' | ' |
Increase in value of common stock underlying notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | 5,836,000 | 5,836,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 227,513,000 | -219,441,000 | -2,236,000 |
Balance at beginning of period (in shares) | 2,832,014 | 2,832,014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,832,014 | ' | ' |
Share-based compensation, options | ' | 78,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,000 | 0 | 0 |
Stock and warrant offering proceeds, net | ' | 764,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 764,000 | 0 | 0 |
Stock and warrant offering proceeds, net (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 162,586 | ' | ' |
Warrant issued in private placement offering | ' | 430,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 430,000 | 0 | 0 |
Foreign currency translation | ' | 204,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 204,000 |
Net loss | ' | -1,865,000 | -5,813,000 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -1,865,000 | 0 |
Balance at end of period | ' | $5,447,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $228,785,000 | ($221,306,000) | ($2,032,000) |
Balance at end of period (in shares) | ' | 2,994,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,994,600 | ' | ' |
Common stock, shares authorized (in shares) | ' | 6,000,000 | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expiration date | 31-Dec-18 | ' | ' | ' | ' | ' | ' | ' | ' | 31-Mar-19 | ' | ' | ' | ' |
Warrants Abstract [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares under warrant (in shares) | 8,130 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DEBT_Details
DEBT (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | $21,862,000 | ' | $19,169,000 |
Current portion | 8,421,000 | ' | 8,250,000 |
Long-term portion | 13,441,000 | ' | 10,919,000 |
Maximum loss recognized on the transaction | 0 | -32,000 | ' |
Corporate Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 8,243,000 | ' | 6,250,000 |
Brazil Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 13,619,000 | ' | 12,919,000 |
Senior Revolving Note[Member] | Corporate Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 1,324,000 | ' | 1,988,000 |
Subordinated Notes, Net [Member] | Corporate Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 4,425,000 | ' | 4,262,000 |
Convertible Notes Payable To Former H&N Shareholders, Net [Member] | Corporate Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 2,384,000 | ' | 0 |
Convertible Notes Payable To Private Placement Investors, Net [Member] | Corporate Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 0 | ' | 0 |
Other [Member] | Corporate Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 110,000 | ' | 0 |
Other [Member] | Brazil Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 161,000 | ' | 174,000 |
Capital Expansion Loans [Member] | Brazil Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 4,786,000 | ' | 4,795,000 |
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 3,691,000 | ' | 3,213,000 |
Advances on Export Letter of Credit [Member] | Brazil Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 2,412,000 | ' | 2,386,000 |
Special Tax Programs [Member] | Brazil Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | 2,569,000 | ' | 2,351,000 |
Senior Convertible Debentures, Net [Member] | Corporate Segment [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Outstanding principal amount of debentures converted | ' | 100,000 | ' |
Number of common stock (in shares) | ' | 1,400,000 | ' |
Conversion price (in dollars per share) | ' | $0.07 | ' |
Maximum loss recognized on the transaction | ' | 100,000 | ' |
Market value of common stock issued | ' | $100,000 | ' |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Jan. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 06, 2009 | Jan. 31, 2012 | Jul. 31, 2013 | Mar. 31, 2014 |
In Millions, unless otherwise specified | Positive Outcome of Litigation [Member] | Sellers [Member] | Sellers [Member] | Sellers [Member] | Sellers [Member] | Diabco Life Sciences, LLC [Member] | Diabco Life Sciences, LLC [Member] | Pending Litigation [Member] |
Former Irgovel Stockholder David Resyng [Member] | ||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Damages sought by plaintiff | ' | ' | ' | ' | ' | ' | $0.90 | $3 |
Amount of second installment on purchase agreement being withheld | ' | ' | ' | ' | 1 | ' | ' | ' |
Amount held in escrow | ' | ' | 1.9 | 1.9 | 2 | ' | ' | ' |
Escrow balance available to settle remaining contingencies | ' | 1.6 | ' | ' | ' | ' | ' | ' |
Amount of damages arising as a result of breach of promissory note | ' | ' | ' | ' | ' | 0.5 | ' | ' |
Gain Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Judgment amount | $1 | ' | ' | ' | ' | ' | ' | ' |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ' | ' | ' | ' |
Revenues | $7,684 | $8,709 | ' | ' |
Cost of goods sold | 6,270 | 7,743 | ' | ' |
Gross profit | 1,414 | 966 | ' | ' |
Depreciation and amortization (in selling, general and administrative) | -818 | -331 | ' | ' |
Intersegment fees | ' | 0 | ' | ' |
Other operating expense | -3,315 | -3,382 | ' | ' |
Loss from operations | -2,719 | -2,747 | ' | ' |
Net income (loss) attributable to RiceBran Technologies | -1,865 | -5,813 | ' | ' |
Interest expense | 1,188 | 629 | ' | ' |
Depreciation (in costs of goods sold) | 677 | 637 | ' | ' |
Purchases of property | 2,203 | 716 | ' | ' |
Segment information for selected balance sheet accounts [Abstract] | ' | ' | ' | ' |
Inventories | 4,239 | ' | 2,430 | ' |
Property, net | 27,804 | ' | 24,958 | ' |
Goodwill | 4,993 | ' | 4,139 | ' |
Intangible assets, net | 4,533 | ' | 1,417 | ' |
Total assets | 52,661 | ' | 44,578 | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 7,684 | 8,709 | ' | ' |
United States [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 4,500 | 3,595 | ' | ' |
Brazil [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 2,648 | 4,271 | ' | ' |
Other International [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues | 536 | 843 | ' | ' |
Corporate [Member] | ' | ' | ' | ' |
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ' | ' | ' | ' |
Revenues | 0 | 0 | ' | ' |
Cost of goods sold | 0 | 0 | ' | ' |
Gross profit | 0 | 0 | ' | ' |
Depreciation and amortization (in selling, general and administrative) | -10 | -6 | ' | ' |
Intersegment fees | ' | 56 | ' | ' |
Other operating expense | -1,632 | -1,416 | ' | ' |
Loss from operations | -1,642 | -1,366 | ' | ' |
Net income (loss) attributable to RiceBran Technologies | -988 | -5,213 | ' | ' |
Interest expense | 530 | 276 | ' | ' |
Depreciation (in costs of goods sold) | 0 | 0 | ' | ' |
Purchases of property | 84 | 4 | ' | ' |
Segment information for selected balance sheet accounts [Abstract] | ' | ' | ' | ' |
Inventories | 0 | ' | 0 | ' |
Property, net | 129 | ' | 55 | ' |
Goodwill | 0 | ' | 0 | ' |
Intangible assets, net | 0 | ' | 0 | ' |
Total assets | 5,628 | ' | 6,039 | ' |
USA [Member] | ' | ' | ' | ' |
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ' | ' | ' | ' |
Revenues | 4,993 | 2,909 | ' | ' |
Cost of goods sold | 3,377 | 2,205 | ' | ' |
Gross profit | 1,616 | 704 | ' | ' |
Depreciation and amortization (in selling, general and administrative) | -638 | -121 | ' | ' |
Intersegment fees | ' | 0 | ' | ' |
Other operating expense | -742 | -677 | ' | ' |
Loss from operations | 236 | -94 | ' | ' |
Net income (loss) attributable to RiceBran Technologies | 236 | -94 | ' | ' |
Interest expense | 0 | 0 | ' | ' |
Depreciation (in costs of goods sold) | 253 | 225 | ' | ' |
Purchases of property | 143 | 12 | ' | ' |
Segment information for selected balance sheet accounts [Abstract] | ' | ' | ' | ' |
Inventories | 2,094 | ' | 870 | ' |
Property, net | 7,985 | ' | 7,231 | ' |
Goodwill | 675 | ' | 0 | ' |
Intangible assets, net | 3,984 | ' | 745 | ' |
Total assets | 16,787 | ' | 9,796 | ' |
Brazil [Member] | ' | ' | ' | ' |
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ' | ' | ' | ' |
Revenues | 2,691 | 5,800 | ' | ' |
Cost of goods sold | 2,893 | 5,538 | ' | ' |
Gross profit | -202 | 262 | ' | ' |
Depreciation and amortization (in selling, general and administrative) | -170 | -204 | ' | ' |
Intersegment fees | ' | -56 | ' | ' |
Other operating expense | -941 | -1,289 | ' | ' |
Loss from operations | -1,313 | -1,287 | ' | ' |
Net income (loss) attributable to RiceBran Technologies | -1,113 | -506 | ' | ' |
Interest expense | 658 | 353 | ' | ' |
Depreciation (in costs of goods sold) | 424 | 412 | ' | ' |
Purchases of property | 1,976 | 700 | ' | ' |
Segment information for selected balance sheet accounts [Abstract] | ' | ' | ' | ' |
Inventories | 2,145 | ' | 1,560 | ' |
Property, net | 19,690 | ' | 17,672 | ' |
Goodwill | 4,318 | 4,830 | 4,139 | 4,773 |
Intangible assets, net | 549 | ' | 672 | ' |
Total assets | $30,246 | ' | $28,743 | ' |
FAIR_VALUE_MEASUREMENT_Details
FAIR VALUE MEASUREMENT (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ||
Fair value of convertible debt's excess value over carrying value | $5,000,000 | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Total liabilities at fair value | 8,200,000 | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract] | ' | ' | ' | ||
Property, net | 394,000 | [1] | ' | 394,000 | [1] |
Impairment Losses | 0 | 300,000 | 300,000 | [1] | |
Recurring [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Total liabilities at fair value | -5,207,000 | ' | -1,685,000 | ||
Level 1 [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract] | ' | ' | ' | ||
Property, net | 0 | [1] | ' | 0 | [1] |
Level 1 [Member] | Recurring [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Total liabilities at fair value | 0 | ' | 0 | ||
Level 2 [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract] | ' | ' | ' | ||
Property, net | 0 | [1] | ' | 0 | [1] |
Level 2 [Member] | Recurring [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Total liabilities at fair value | 0 | ' | 0 | ||
Level 3 [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract] | ' | ' | ' | ||
Property, net | 394,000 | [1] | ' | 394,000 | [1] |
Level 3 [Member] | Recurring [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Total liabilities at fair value | -5,207,000 | ' | -1,685,000 | ||
Derivative warrant liability [Member] | Recurring [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Derivative warrant liabilities | -5,121,000 | [2] | ' | -1,685,000 | [2] |
Derivative warrant liability [Member] | Recurring [Member] | Minimum [Member] | ' | ' | ' | ||
Fair value assumptions [Abstract] | ' | ' | ' | ||
Risk-free interest rate (in hundredths) | 0.10% | ' | 0.10% | ||
Expected volatility (in hundredths) | 92.00% | ' | 105.00% | ||
Derivative warrant liability [Member] | Recurring [Member] | Maximum [Member] | ' | ' | ' | ||
Fair value assumptions [Abstract] | ' | ' | ' | ||
Risk-free interest rate (in hundredths) | 0.70% | ' | 0.60% | ||
Expected volatility (in hundredths) | 123.00% | ' | 108.00% | ||
Derivative warrant liability [Member] | Recurring [Member] | Weighted Average [Member] | ' | ' | ' | ||
Fair value assumptions [Abstract] | ' | ' | ' | ||
Risk-free interest rate (in hundredths) | 0.70% | ' | 0.50% | ||
Derivative warrant liability [Member] | Level 1 [Member] | Recurring [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Derivative warrant liabilities | 0 | [2] | ' | 0 | [2] |
Derivative warrant liability [Member] | Level 2 [Member] | Recurring [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Derivative warrant liabilities | 0 | [2] | ' | 0 | [2] |
Derivative warrant liability [Member] | Level 3 [Member] | Recurring [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Derivative warrant liabilities | -5,121,000 | [2] | ' | -1,685,000 | [2] |
Derivative conversion liability [Member] | Recurring [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Derivative warrant liabilities | -86,000 | [3] | ' | ' | |
Fair value assumptions [Abstract] | ' | ' | ' | ||
Risk-free interest rate (in hundredths) | 0.10% | ' | ' | ||
Expected volatility (in hundredths) | 92.00% | ' | ' | ||
Derivative conversion liability [Member] | Level 3 [Member] | Recurring [Member] | ' | ' | ' | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ' | ' | ' | ||
Derivative warrant liabilities | ($86,000) | [3] | ' | ' | |
[1] | Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change. | ||||
[2] | (1) These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. March 31, 2014 December 31, 2013 Risk-free interest rate 0.1% - 0.7% 0.1% - 0.6% (0.7% weighted average) (0.5% weighted average) Expected volatility 92%-123% 105% - 108% (118% weighted average) (107% weighted average) | ||||
[3] | These conversion liabilities were valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow. March 31, 2014 Risk-free interest rate 0.1% Expected volatility 92% |
FAIR_VALUE_MEASUREMENT_Unobser
FAIR VALUE MEASUREMENT, Unobservable Input Reconciliation (Details) (Recurring [Member], USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward] | ' | ' | ||
Fair Value as of Beginning of Period | ($1,685) | ($6,719) | ||
Total Realized and Unrealized Gains (Losses) | 2,058 | [1] | -3,538 | [1] |
Issuance of New Instruments | -5,580 | 0 | ||
Net Transfers (Into) Out of Level 3 | 0 | 24 | ||
Fair Value, at End of Period | -5,207 | -10,233 | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | 2,058 | -3,555 | ||
Derivative warrant liability [Member] | ' | ' | ||
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward] | ' | ' | ||
Fair Value as of Beginning of Period | -1,685 | -4,520 | ||
Total Realized and Unrealized Gains (Losses) | 1,555 | [1] | -2,238 | [1] |
Issuance of New Instruments | -4,991 | 0 | ||
Net Transfers (Into) Out of Level 3 | 0 | 0 | ||
Fair Value, at End of Period | -5,121 | -6,758 | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | 1,555 | -2,238 | ||
Derivative conversion liability [Member] | ' | ' | ||
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward] | ' | ' | ||
Fair Value as of Beginning of Period | 0 | -2,199 | ||
Total Realized and Unrealized Gains (Losses) | 503 | [1] | -1,300 | [1] |
Issuance of New Instruments | -589 | 0 | ||
Net Transfers (Into) Out of Level 3 | 0 | 24 | ||
Fair Value, at End of Period | -86 | -3,475 | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | $503 | ($1,317) | ||
[1] | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jan. 02, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2010 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
H and N [Member] | H and N [Member] | Expirations July 2017 [Member] | Expirations August 2017 [Member] | Director - Baruch Halpern [Member] | Director - Baruch Halpern [Member] | Director - Baruch Halpern [Member] | Director - Baruch Halpern [Member] | Chief Executive Officer and Director [Member] | Chief Executive Officer and Director [Member] | Chief Executive Officer and Director [Member] | Chief Executive Officer and Director [Member] | Chief Executive Officer and Director [Member] | Mark McKnight [Member] | Nicole McKnight [Member] | Nicole McKnight [Member] | |||
Expirations July 2017 [Member] | Expirations August 2017 [Member] | Expirations August 2017 [Member] | PIK Warrant [Member] | H and N [Member] | H and N [Member] | Promissory Note [Member] | ||||||||||||
Expirations August 2017 [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to related parties | ' | ' | ' | ' | ' | ' | $2,600,000 | ' | ' | ' | ' | $25,000 | $50,000 | ' | ' | ' | ' | ' |
Warrants canceled during the period (in shares) | ' | ' | ' | ' | 185,714 | 45,683 | ' | ' | ' | ' | ' | ' | ' | 2,020 | 234 | ' | ' | ' |
Weighted average exercise price per warrant (in dollars per share) | ' | ' | ' | ' | $14 | $14 | ' | ' | ' | ' | ' | ' | ' | $14 | ' | ' | ' | ' |
Warrants granted in period, fair value | ' | ' | ' | ' | 2,900,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest paid | 580,000 | 275,000 | ' | ' | ' | ' | 57,000 | 24,000 | ' | ' | 1,000 | 1,000 | ' | ' | ' | ' | ' | ' |
Issue of shares of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 634,679 | 75,377 | ' | ' | ' | 6,674 | ' | ' | ' | ' |
Amount of outstanding shares purchased | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount payable through promissory note | ' | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of cash paid | ' | ' | ' | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | 700,000 | ' |
Principal amount promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | 1,400,000 | 100,000 |
Stated annual interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% |
Product sales | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
INCOME TAXES [Abstract] | ' | ' |
Net deferred tax liabilities | $1,400,000 | ' |
Reduction to valuation allowance | 200,000 | ' |
Deferred tax benefit | $248,000 | $510,000 |