Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | RiceBran Technologies | ||
Entity Central Index Key | 1063537 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $35,220,504 | ||
Entity Common Stock, Shares Outstanding | 9,386,822 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $3,610 | $5,091 |
Restricted cash | 1,920 | 1,920 |
Accounts receivable, net of allowance for doubtful accounts of $574 and $501 (variable interest entity restricted $1,980 and $1,967) | 3,055 | 2,673 |
Inventories | 3,508 | 2,430 |
Operating taxes recoverable | 737 | 585 |
Deferred tax asset | 171 | 0 |
Deposits and other current assets | 1,071 | 833 |
Total current assets | 14,072 | 13,532 |
Property, net (variable interest entity restricted $3,727 and $4,969) | 24,753 | 24,958 |
Goodwill | 4,431 | 4,139 |
Intangible assets, net | 2,740 | 1,417 |
Other long-term assets | 88 | 532 |
Total assets | 46,084 | 44,578 |
Current liabilities: | ||
Accounts payable | 3,286 | 4,489 |
Accrued salary, wages and benefits | 2,206 | 2,610 |
Accrued expenses | 4,257 | 3,089 |
Other liabilities | 573 | 523 |
Current maturities of debt (variable interest entity nonrecourse $4,758 and $6,262) | 4,808 | 8,250 |
Total current liabilities | 15,130 | 18,961 |
Long-term debt, less current portion (variable interest entity nonrecourse $6,203 and $6,658) | 11,288 | 10,919 |
Derivative warrant liabilities | 955 | 1,685 |
Deferred tax liability | 396 | 0 |
Total liabilities | 27,769 | 31,565 |
Commitments and contingencies | ||
Temporary equity: | ||
Temporary Equity - Redeemable noncontrolling interest in Nutra SA | 2,643 | 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, 25,000,000 shares authorized, 9,383,571 and 2,832,014 shares issued and outstanding | 261,299 | 227,513 |
Accumulated deficit | -242,470 | -219,441 |
Accumulated other comprehensive loss | -3,157 | -2,236 |
Total equity attributable to RiceBran Technologies shareholders | 15,672 | 5,836 |
Total liabilities, temporary equity and equity | $46,084 | $44,578 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $574 | $501 |
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) | 25,000,000 | 2,500,000 |
Common stock, shares issued (in shares) | 9,383,571 | 2,832,014 |
Common stock, shares outstanding (in shares) | 9,383,571 | 2,832,014 |
Variable Interest Entity [Member] | ||
Current assets: | ||
Accounts receivable, variable interest entity restricted | 1,980 | 1,967 |
Variable interest entity restricted portion of property, net | 3,727 | 4,969 |
Current liabilities: | ||
Nonrecourse portion of current maturities of long-term debt (variable interest entity) | 4,758 | 6,262 |
Long-term liabilities: | ||
Long-term debt, less current portion variable interest entity nonrecourse | $6,203 | $6,658 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Consolidated Statements of Operations [Abstract] | ||
Revenues | $40,108 | $35,051 |
Cost of goods sold | 35,639 | 31,106 |
Gross profit | 4,469 | 3,945 |
Operating expenses: | ||
Selling, general and administrative | 14,354 | 12,366 |
Depreciation and amortization | 2,879 | 1,249 |
Impairment of property | 0 | 300 |
Total operating expenses | 17,233 | 13,915 |
Loss from operations | -12,764 | -9,970 |
Other income (expense): | ||
Interest income | 115 | 109 |
Interest expense - accreted on debt converted to equity | -6,323 | 0 |
Interest expense - other | -4,011 | -3,934 |
Change in fair value of derivative warrant and conversion liabilities | -1,209 | -1,029 |
Financing expense | -2,072 | -564 |
Loss on extinguishment of debt | -906 | -2,891 |
Foreign currency exchange, net | -174 | -440 |
Other income | 12 | 13 |
Other expense | -599 | -373 |
Total other income (expense) | -15,167 | -9,109 |
Loss before income taxes | -27,931 | -19,079 |
Income tax benefit | 1,304 | 1,439 |
Net loss | -26,627 | -17,640 |
Net loss attributable to noncontrolling interest in Nutra SA | 3,598 | 2,619 |
Net loss attributable to RiceBran Technologies shareholders | ($23,029) | ($15,021) |
Loss per share attributable to RiceBran Technologies shareholders | ||
Basic (in dollars per share) | ($3.96) | ($12.95) |
Diluted (in dollars per share) | ($3.96) | ($12.95) |
Weighted average number of shares outstanding | ||
Basic (in shares) | 5,809,364 | 1,160,196 |
Diluted (in shares) | 5,809,364 | 1,160,196 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Consolidated Statements of Comprehensive Loss [Abstract] | ||
Net loss | ($26,627) | ($17,640) |
Other comprehensive loss - foreign currency translation, net of tax | -1,404 | -1,362 |
Comprehensive loss, net of tax | -28,031 | -19,002 |
Comprehensive loss attributable to noncontrolling interest, net of tax | 4,081 | 3,285 |
Total comprehensive loss attributable to RiceBran Technologies shareholders | ($23,950) | ($15,717) |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Equity (USD $) | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
In Thousands, except Share data, unless otherwise specified | ||||
Balance at Dec. 31, 2012 | $210,396 | ($204,420) | ($1,540) | $4,436 |
Balance( in shares) at Dec. 31, 2012 | 1,038,080 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation, employees and directors | 538 | 0 | 0 | 538 |
Stock and warrant offering proceeds, net | 7,617 | 0 | 0 | 7,617 |
Stock and warrant offering proceeds, net (in shares) | 1,714,286 | |||
Conversion of senior debenture | 500 | 0 | 0 | 500 |
Conversion of senior debenture (in shares) | 28,429 | |||
Warrants issued for fees and services | 204 | 0 | 0 | 204 |
Warrants issued fees and services (in shares) | 0 | |||
Future shares issuance in the exchange for warrants | 7,514 | 0 | 0 | 7,514 |
Reverse split, impact of rounding | 0 | 0 | 0 | 0 |
Reverse split, impact of rounding (in shares) | 2,663 | |||
Foreign currency translation | 0 | 0 | -696 | -696 |
Net loss | 0 | -15,021 | 0 | -15,021 |
Common stock issued for fees and services | 744 | 0 | 0 | 744 |
Common stock issued for fees and services (in shares) | 48,556 | |||
Balance at Dec. 31, 2013 | 227,513 | -219,441 | -2,236 | 5,836 |
Balance( in shares) at Dec. 31, 2013 | 2,832,014 | 2,832,014 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation, employees and directors | 729 | 0 | 0 | 729 |
Share-based compensation, employees and directors (in shares) | 281,620 | |||
Stock and warrant offering proceeds, net | 13,296 | 0 | 0 | 13,296 |
Stock and warrant offering proceeds, net (in shares) | 2,786,781 | |||
Conversion of senior debenture | 10,109 | 0 | 0 | 10,109 |
Conversion of senior debenture (in shares) | 1,724,461 | |||
Foreign currency translation | 0 | 0 | -921 | -921 |
Net loss | 0 | -23,029 | 0 | -23,029 |
Warrant issued in private placement offering | 430 | 0 | 0 | 430 |
Issuance of shares to former warrant holders and a note holder (in shares) | 1,688,985 | |||
Issuance of shares to former warrants holders and note holder | 0 | 0 | 0 | 0 |
Change in classification of warrants to equity from liability | 8,902 | 0 | 0 | 8,902 |
Other | 320 | 0 | 0 | 320 |
Other (in shares) | 69,710 | |||
Balance at Dec. 31, 2014 | $261,299 | ($242,470) | ($3,157) | $15,672 |
Balance( in shares) at Dec. 31, 2014 | 9,383,571 | 9,383,571 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flow from operating activities: | ||
Net loss | ($26,627) | ($17,640) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,956 | 3,025 |
Amortization | 2,593 | 1,023 |
Provision for doubtful accounts receivable | 251 | 226 |
Share-based compensation, employees and directors | 729 | 538 |
Interest accreted | 7,058 | 315 |
Change in fair value of derivative warrant and conversion liabilities | 1,209 | 1,029 |
Loss on extinguishment of debt | 906 | 2,891 |
Financing expense | 2,072 | 564 |
Impairment of property | 0 | 300 |
Deferred tax benefit | -1,304 | -1,248 |
Other | 169 | -68 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -766 | 256 |
Inventories | -138 | -561 |
Accounts payable and accrued expenses | -215 | 3,383 |
Other | 40 | 765 |
Net cash used in operating activities | -10,067 | -5,202 |
Cash flows from investing activities: | ||
Acquisition of HN, net of cash acquired | -725 | 0 |
Purchases of property | -5,423 | -3,119 |
Proceeds from sales of property | 23 | 829 |
Payment for license | 0 | -1,200 |
Net cash used in investing activities | -6,125 | -3,490 |
Cash flows from financing activities: | ||
Payments of debt | -18,971 | -18,404 |
Proceeds from issuance of debt | 15,699 | 20,218 |
Proceeds from issuance of convertible debt and related warrants, net of costs | 5,379 | 575 |
Proceeds from issuance of common stock and warrants, net of costs | 13,296 | 7,617 |
Proceeds from sale of membership interests in Nutra SA, net of costs | 120 | 1,200 |
Proceeds from sale of membership interests in RBT PRO, net of costs | 0 | 1,200 |
Change in accumulated Yield in Nutra SA | -573 | 0 |
Other | 124 | 408 |
Net cash provided by financing activities | 15,074 | 12,814 |
Effect of exchange rate changes on cash and cash equivalents | -363 | -71 |
Net change in cash and cash equivalents | -1,481 | 4,051 |
Cash and cash equivalents, beginning of year | 5,091 | 1,040 |
Cash and cash equivalents, end of year | 3,610 | 5,091 |
Supplemental disclosures: | ||
Cash paid for interest | 2,628 | 2,537 |
Cash paid for income taxes | $0 | $0 |
LIQUIDITY_MANAGEMENT_PLANS_AND
LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS | 12 Months Ended |
Dec. 31, 2014 | |
LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS [Abstract] | |
LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS | NOTE 1. LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS |
Liquidity and Management’s Plans | |
In 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 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. | |
As described further in Note 4, in January 2014, we completed the acquisition of H&N Distribution, Inc. (HN), the operations of which are accretive to cash flows. Our Brazilian subsidiary, Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), recently completed the final stages of a major capital expansion. Significant cash was used during the shutdown period. Operations at Irgovel are expected to normalize during the second quarter of 2015, such that Irgovel will then be operating at its newly increased capacity and begin generating cash from operations. However, there are no assurances that this will occur. | |
General 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 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 raw rice bran 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 RiBalance; RiFiber, a fiber rich insoluable derivative of RiBalance, and 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 (for human food ingredient and animal nutrition customers) in various granulations along with Stage II products and derivatives 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. 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 addition we incur corporate and other expenses not directly attributable to reportable 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 reportable operating segments. | |
The combined operations of our USA and Brazil segments encompass our bio-refining approach to processing raw rice bran 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. | |
In 2014, the USA segment produced SRB inside two supplier rice mills in California and our facility in Mermentau, 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: RiBalance, a complete rice bran nutritional package derived from further processing of SRB; RiSolubles, a highly nutritious, carbohydrate and lipid rich fraction of RiBalance; RiFiber, a fiber rich insoluable derivative of RiBalance, and ProRyza, rice bran protein-based products, and a variety of other valuable derivatives extracted from these core products. The manufacturing facilities included in our USA segment have proprietary processing equipment and process patented technology for the stabilization and further processing of rice bran into finished products. In 2014, approximately 82% of USA segment revenue was from sales of human food products and the remainder 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 also produces 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 2014, approximately 39% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products. Irgovel, however, was shut down for a portion of 2014 to complete the final stages of a capital expansion project, which caused a temporary change in sales mix. We expect RBO sales to return to historical levels, approximately 45% of product revenues, in the near future. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Principles of Consolidation – The consolidated financial statements include the accounts of RiceBran Technologies and all subsidiaries in which we have a controlling interest. Variable interest in subsidiaries for which we are the primary beneficiary are consolidated. All significant inter-company accounts and transactions are eliminated in consolidation. Noncontrolling interests in our subsidiaries are recorded net of tax as net earnings (loss) attributable to noncontrolling interests. | |
Foreign Currencies - The consolidated financial statements are presented in our reporting currency, U.S. Dollars. The functional currency for Irgovel is the Brazilian Real. Assets and liabilities of Irgovel are translated into U.S. Dollars using the exchange rate in effect at the consolidated balance sheet date. Equity accounts are translated at historical rates, except for the change in accumulated deficit during the year, which is the result of the income statement translation process. Irgovel’s revenues and expenses are translated using the average exchange rates in effect during the period. Translation differences are recorded in accumulated other comprehensive income (loss) as foreign currency translation. Gains or losses on transactions denominated in a currency other than Irgovel’s functional currency which arise as a result of changes in foreign exchange rates are recorded as foreign exchange gain or loss in the statements of operations. As of March 31, 2015, the Brazilian Real has fallen against the U.S. Dollar since December 31, 2014, by approximately 17%. | |
Cash and Cash Equivalents – We consider all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2014, we maintained our cash, including restricted cash, and cash equivalents, with major banks. We maintain cash in bank accounts in amounts which at times may exceed federally insured limits. We have not experienced any losses on such accounts. | |
Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable represent amounts receivable on trade accounts. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts and the aging of accounts receivable. We analyze the aging of customer accounts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. From period to period, differences in judgments or estimates utilized may result in material differences in the amount and timing of the provision for doubtful accounts. We periodically evaluate our credit policy to ensure that the customers are worthy of terms and support our business plans. | |
Inventories - Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method. In the USA segment, we employ a full absorption procedure using standard cost techniques. The standards are customarily reviewed and adjusted annually so that they are materially consistent with actual purchase and production costs. In the Brazil segment we use actual average purchase and production costs. Provisions for potentially obsolete or slow moving inventory are made based upon our analysis of inventory levels, historical obsolescence and future sales forecasts. | |
Long-Lived Assets, Intangible Assets and Goodwill – Long-lived assets, consisting primarily of property, intangible assets, and goodwill, comprise a significant portion of our total assets. Property is stated at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains or losses on the sale of property and equipment are reflected in the consolidated statements of operations. Intangible assets are stated at cost less accumulated amortization and are amortized over their useful life on a straight-line or accelerated basis. | |
We test goodwill and other indefinite-lived intangible assets for impairment on an annual basis or on an interim basis if an event occurs or circumstances change that may reduce the fair value of a reporting unit below its carrying value. Our annual qualitative or quantitative assessments involve determining an estimate of the fair value of our reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill and other indefinite-lived intangible assets exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and, thus, the second step of the quantitative impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss, if any. Fair values are derived based on an evaluation of past and expected future performance of our reporting units. | |
In assessing the recoverability of goodwill, we make estimates and assumptions about sales, operating margin, terminal growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. No impairment was deemed to exist as of December 31, 2014. | |
We review our long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. We also evaluate the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. | |
Revenue Recognition – We recognize revenue for product sales when title and risk of loss pass to our customers, generally upon shipment for USA segment customers and Brazil segment international customers and upon customer receipt for Brazil segment domestic customers. Each transaction is evaluated to determine if all of the following four criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the selling price is fixed and determinable; and (iv) collectability is reasonably assured. If any of the above criteria cannot be satisfied then such a transaction is not recorded as revenue, or is recorded as deferred revenue and recognized only when the sales cycle is complete and payment is either received or becomes reasonably assured. Changes in judgments and estimates regarding the application of the above mentioned four criteria might result in a change in the timing or amount of revenue recognized by such transactions. | |
We make provisions for estimated returns, discounts and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities. | |
Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold. | |
Research and Development – Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses. External expenses consist of costs associated with product development. All such costs are charged to expense in the period they are incurred. | |
Derivative Conversion Liabilities – We had certain convertible debt outstanding that contained antidilution clauses. Under these clauses, we were required to lower the conversion price on the convertible debt based on certain issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain conversion prices. We accounted for the conversion liabilities associated with these antidilution clauses as liability instruments, separate from the host debt. The conversion liabilities were classified as debt on our consolidated balance sheets. These conversion liabilities were valued using the lattice model in each reporting period and the resultant change in fair value was recorded in the consolidated statements of operations in other income (expense). There were no derivative conversion liabilities at December 31, 2014. | |
Derivative Warrant Liabilities – We have certain warrant agreements in effect that contain antidilution clauses. Under these clauses, we may be required to lower the exercise price on these warrants and issue additional warrants based on future issuances of our common stock and awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain exercise prices. We account for the warrants with these antidilution clauses as liability instruments. These warrants are valued using the lattice model in each reporting period and the resultant change in fair value is recorded in the consolidated statements of operations in other income (expense). | |
Share-Based Compensation – Share-based compensation expense for employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest, reduced for estimated forfeitures, and expensed on a straight-line basis over the service period of the grant. Forfeitures are estimated at the time of grant based on our historical forfeiture experience and are revised in subsequent periods if actual forfeitures differ from those estimates. The Black-Scholes-Merton option pricing model requires us to estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management’s judgment regarding market factors and trends. We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model. | |
We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally we value options granted to non-employees and consultants using the Black-Scholes-Merton valuation model. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The expense associated with stock awards issued to consultants or other third parties are recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The value is re-measured each reporting period over the requisite service period. | |
Income Taxes – We account for income taxes by recording a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for financial reporting and tax purposes during the year. | |
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. | |
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the uncertainty inherent in such estimates, actual results could differ from those estimates. | |
Reclassifications – Certain reclassifications have been made to amounts reported for the prior year to achieve consistent presentation with the current year. | |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue from contracts with customers, which supersedes current revenue recognition guidance and most industry-specific guidance. Under the new standard we will recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which we expect to be entitled in exchange for those goods or services. Revenue from a contract that contains multiple performance obligations will be allocated to each performance obligation generally on a relative standalone selling price basis. The guidance is effective for our annual and interim periods beginning in 2017. Early adoption is prohibited. We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined the method by which we will adopt the standard in 2017. | |
In February 2015, the FASB issued guidance which makes targeted amendments to current consolidation guidance. Among other things, the standard changes the manner in which we would assesses one of the characteristics of variable interest entities (VIEs) and introduces a separate analyses specific to limited partnerships and similar entities (such as Nutra SA) for assessing if the equity holders at risk lack decision making. Limited partnerships and similar entities will be a VIE unless the limited partners hold substantive kick-out rights or participating rights. A right to liquidate an entity is akin to a kick-out right. Guidance for limited partnerships under the voting model has been eliminated. A limited partner and similar partners with a controlling financial interest obtained through substantive kick out rights would consolidate a limited partnership or similar entity. The guidance is effective for our annual and interim periods beginning in 2016. Early adoption is allowed. We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined if we will early adopt the standard. |
LOSS_PER_SHARE_EPS
LOSS PER SHARE (EPS) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
LOSS PER SHARE (EPS) [Abstract] | |||||||||
LOSS PER SHARE (EPS) | NOTE 3. 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. Nonvested shares that vest solely on the basis of a service condition are not included in the denominator of the computation of basic EPS. | |||||||||
Diluted EPS is computed by dividing the net income 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. Nonvested shares that vest solely on the basis of a service condition are included in the denominator of the computation of diluted EPS during their requisite service period under the treasury stock method. | |||||||||
Below are reconciliations of the numerators and denominators in the EPS computations. | |||||||||
2014 | 2013 | ||||||||
NUMERATOR (in thousands): | |||||||||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ | (23,029 | ) | $ | (15,021 | ) | |||
DENOMINATOR: | |||||||||
Basic EPS - weighted average number of shares outstanding | 5,809,364 | 1,160,196 | |||||||
Effect of dilutive securities outstanding | - | - | |||||||
Diluted EPS - weighted average number of shares outstanding | 5,809,364 | 1,160,196 | |||||||
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 $18.56 and $26.90 ) | 201,584 | 179,493 | |||||||
Warrants (average exercise price of $5.92 and $17.71) | 4,651,380 | 809,311 | |||||||
Convertible debt | - | 414,683 | |||||||
Nonvested Stock | 87,167 | - | |||||||
The impacts of potentially dilutive securities outstanding at December 31, 2014 and 2013, were not included in the calculation of diluted EPS in 2014 and 2013 because to do so would be antidilutive. Those securities listed in the table above which were antidilutive in 2014 and 2013, which remain outstanding, could potentially dilute EPS in the future. |
HN_ACQUISITION
H&N ACQUISITION | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
H&N ACQUISITION [Abstract] | |||||
H&N ACQUISITION | NOTE 4. HN ACQUISITION | ||||
In January 2014, we purchased all of the outstanding shares of HN 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. HN is an Irving, Texas-based formulator and co-packer of products targeted at customers in the direct marketing, internet sales and retail distribution markets. HN serves the natural products, nutritional supplement, nutraceutical and functional food (NFF) sectors. We acquired HN 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 HN’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 aggregate purchase price allocation, the consideration transferred to acquire HN, 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 | 1,314 | ||||
Inventories | 1,109 | ||||
Property | 963 | ||||
Identified intangible asset | 3,847 | ||||
Deferred income taxes, net | (1,529 | ) | |||
Financial liabilities | (1,709 | ) | |||
Net recognized amounts of identifiable assets acquired | 3,995 | ||||
Goodwill - USA segment | $ | 790 | |||
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. We assigned a $3.8 million value to a customer relationship intangible and we are amortizing that intangible over a three-year period. In 2014, we recognized $1.7 million of amortization expense in the USA segment related to this intangible and expect to recognize $1.3 million in 2015 and $0.9 million in 2016. | |||||
Our consolidated revenues include $12.1 million of HN revenues for 2014. After making a reasonable effort, we have been unable to determine the underlying information required to prepare pro forma information for 2013, as if the HN acquisition had occurred January 1, 2013. After making a reasonable effort, we have been unable to determine net income (loss) attributable to HN resulting from it being fully integrated into the USA segment during 2014. |
REDEEMABLE_NONCONTROLLING_INTE
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | |||||||||
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | NOTE 5. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | ||||||||
We hold a variable interest which relates to our majority 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). | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Cash and cash equivalents | $ | 269 | $ | 1,686 | |||||
Other current assets (restricted $1,980 and $1,967) | 4,735 | 4,546 | |||||||
Property, net (restricted $3,727 and $4,969) | 15,258 | 17,672 | |||||||
Goodwill and intangibles, net | 3,722 | 4,812 | |||||||
Other noncurrent assets | 34 | 27 | |||||||
Total assets | $ | 24,018 | $ | 28,743 | |||||
Current liabilities | $ | 5,346 | $ | 6,514 | |||||
Current portion of long-term debt (nonrecourse) | 4,758 | 6,262 | |||||||
Long-term debt, less current portion (nonrecourse) | 6,203 | 6,658 | |||||||
Total liabilities | $ | 16,307 | $ | 19,434 | |||||
Nutra SA’s debt is secured by its accounts receivable and property. | |||||||||
The non-Brazilian entities in our consolidated group do not guarantee any of Nutra SA’s debt. | |||||||||
A summary of changes in redeemable noncontrolling interest in Nutra SA follows (in thousands): | |||||||||
2014 | 2013 | ||||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | $ | 7,177 | $ | 9,262 | |||||
Investors' interest in net loss of Nutra SA | (3,598 | ) | (2,619 | ) | |||||
Investors' interest in accumulated other comprehensive loss of Nutra SA | (483 | ) | (666 | ) | |||||
Investors' purchase of additional units | 120 | 1,200 | |||||||
Accumulated Yield classified as other current liability | (573 | ) | - | ||||||
Redeemable noncontrolling interest in Nutra SA, end of period | $ | 2,643 | $ | 7,177 | |||||
Investors' average interest in Nutra SA during the period | 40 | % | 49 | % | |||||
Investors' interest in Nutra SA as of period end | 34.7 | % | 45.9 | % | |||||
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’ 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. In 2014 and 2013, we invested an additional $10.3 million and $3.9 million in Nutra SA. | |||||||||
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 December 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 December 31, 2014, our balance sheet includes an other liability of $0.6 million for Yield accumulated and unpaid. Nutra SA has 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 non-Yield 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 December 31, 2014, there have been no unwaived events of default. Events of default, as defined in the MIPA and the October 2013 amendment of investment agreements, are failure of Irgovel to meet minimum annual processing targets or to achieve EBITDA of at least $4.0 million in any year beginning in 2015. | |||||||||
As of December 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 drag along rights, the right to begin a process to force the sale of all Nutra SA assets after January 1, 2016. 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 drag along rights in the future. 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. |
CONCENTRATION_OF_CREDIT_RISK
CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2014 | |
CONCENTRATION OF CREDIT RISK [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 6. CONCENTRATION OF RISK |
Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of trade accounts receivable. We perform ongoing credit evaluations on our customers’ financial condition and generally do not require collateral. | |
One USA segment customer accounted for approximately 28% of our revenues in 2014, none of our revenues in 2013, and 2.9% of our receivables as of December 31, 2014. A second USA segment customer accounted for none of our sales in 2014 and 6% of our sales in 2013, none of our outstanding accounts receivable at December 31, 2014 and 2013. A third Brazil segment customer accounted for approximately 3% and 5% of our sales in 2014 and 2013 and approximately 7% and 16% of our accounts receivable balances at December 31, 2014 and 2013. A fourth Brazil segment customer accounted for approximately 3% and 9% of our sales in 2014 and 2013 and approximately 22% and 4% of our accounts receivable balances at December 31, 2014 and 2013. A fifth Brazil segment customer accounted for approximately 4% and 9% of our sales in 2014 and 2013 and approximately 3% and 10% of our accounts receivable balances at December 31, 2014 and 2013. | |
As of December 31, 2014, 232 of our 295 employees were located in Brazil. All of our employees in Brazil are represented by a labor union and are covered by a collective bargaining agreement. | |
At December 31, 2014, Brazil made up $2.0 million of the $3.1 million consolidated accounts receivable balance, net of allowance for doubtful accounts. |
INVENTORIES
INVENTORIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
INVENTORIES [Abstract] | |||||||||
INVENTORIES | NOTE 7. INVENTORIES | ||||||||
Inventories are composed of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 1,103 | $ | 1,194 | |||||
Work in process | 380 | 546 | |||||||
Raw materials | 1,441 | 441 | |||||||
Packaging supplies | 584 | 249 | |||||||
Total inventories | $ | 3,508 | $ | 2,430 |
PROPERTY
PROPERTY | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
PROPERTY [Abstract] | ||||||||||
PROPERTY | NOTE 8. PROPERTY | |||||||||
Property consists of the following (in thousands): | ||||||||||
As of December 31, | ||||||||||
2014 | 2013 | Estimated Useful Lives | ||||||||
Land | $ | 364 | $ | 382 | ||||||
Furniture and fixtures | 539 | 553 | 5-10 years | |||||||
Plant | 15,942 | 14,582 | 25-30 years, or life of lease | |||||||
Computer and software | 1,701 | 1,437 | 3-5 years | |||||||
Leasehold improvements | 568 | 200 | 4-7 years or life of lease | |||||||
Machinery and equipment | 21,519 | 14,557 | 5-10 years | |||||||
Construction in progress | - | 7,517 | ||||||||
Subtotal | 40,633 | 39,228 | ||||||||
Less accumulated depreciation | 15,880 | 14,270 | ||||||||
Property, net | $ | 24,753 | $ | 24,958 |
INTANGIBLE_ASSETS_AND_GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL [Abstract] | |||||||||||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL | NOTE 9. INTANGIBLE ASSETS AND GOODWILL | ||||||||||||||||||||||||
Intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
USA Segment | Brazil Segment | Total | |||||||||||||||||||||||
Patents | Trademarks | Customer | Trademarks | Customer | Intangible | ||||||||||||||||||||
Lists | Lists | Assets | |||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Cost | $ | 1,697 | $ | 76 | $ | 6,524 | $ | 2,607 | $ | 953 | $ | 11,857 | |||||||||||||
Accumulated amortization | (1,296 | ) | - | (4,343 | ) | (2,547 | ) | (931 | ) | (9,117 | ) | ||||||||||||||
Net book value | $ | 401 | $ | 76 | $ | 2,181 | $ | 60 | $ | 22 | $ | 2,740 | |||||||||||||
31-Dec-13 | |||||||||||||||||||||||||
Cost | $ | 1,697 | $ | 48 | $ | 2,677 | $ | 2,964 | $ | 1,084 | $ | 8,470 | |||||||||||||
Accumulated amortization | (1,170 | ) | (41 | ) | (2,466 | ) | (2,472 | ) | (904 | ) | (7,053 | ) | |||||||||||||
Net book value | $ | 527 | $ | 7 | $ | 211 | $ | 492 | $ | 180 | $ | 1,417 | |||||||||||||
Estimated useful lives | 17 years | Indefinite | 3 - 7 years | 7 years | 7 years | ||||||||||||||||||||
Amortization expense is expected to be $1.5 million in 2015, $1.0 million in 2016, $0.1 million in 2017 and $0.1 million in 2018. Goodwill does not amortize. A summary of goodwill activity follows for 2014 and 2013. | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Goodwill, beginning of period | $ | 4,139 | $ | 4,773 | |||||||||||||||||||||
USA Segment - Acquisition of HN | 790 | - | |||||||||||||||||||||||
Brazil segment - Effect of foreign currency translation | (498 | ) | (634 | ) | |||||||||||||||||||||
Goodwill, end of period | $ | 4,431 | $ | 4,139 |
EQUITY_AND_SHAREBASED_COMPENSA
EQUITY AND SHARE-BASED COMPENSATION | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
EQUITY AND SHARE-BASED COMPENSATION [Abstract] | ||||||||||||||||||||||||||||
EQUITY AND SHARE-BASED COMPENSATION | NOTE 10. EQUITY AND SHARE-BASED COMPENSATION | |||||||||||||||||||||||||||
In May 2014, our shareholders approved an increase in our authorized shares of common stock from 6,000,000 shares to 25,000,000 shares. In June 2013, our shareholders approved an increase in the number of our authorized shares of common stock from 2,500,000 to 6,000,000. | ||||||||||||||||||||||||||||
On October 28, 2013, our board of directors approved a 1 for 200 reverse split of our common stock. We began trading on a post-split basis on November 18, 2013. All share and per share information has been retrospectively adjusted for all prior periods presented giving retroactive effect to the reverse stock split. Such adjustments include calculations of our weighted averages number of shares outstanding and loss per share, as well as disclosures regarding our share-based compensation and convertible debt. | ||||||||||||||||||||||||||||
We have never declared or paid dividends on our common stock and have no plans to pay dividends in the foreseeable future. Pursuant to the terms of the senior convertible debentures, we may not pay any dividends while a debenture is outstanding. 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 limited liability company agreement for Nutra SA. | ||||||||||||||||||||||||||||
Stock, Convertible Note and Warrant Offerings | ||||||||||||||||||||||||||||
In December 2013, we completed a secondary public offering in which we issued and sold 1,714,286 shares of common stock for $5.24 per share and publicly traded warrants to purchase 1,714,286 shares of common stock for $0.01 per underlying share. The net proceeds from the offering were $7.6 million after deducting underwriting discounts and commissions of $0.7 million and other offering expenses of approximately $1.4 million. The publicly traded warrants have an exercise price of $6.55 per share and expire in December 2018. The underwriters on the offering also received a warrant for the purchase of 85,715 shares, at an exercise price of $6.55 per share, which expires in December 2018. | ||||||||||||||||||||||||||||
In January 2014, an underwriter exercised its overallotment rights related to our December 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 ($6.55 per share exercise price and December 2018 expiration) for $0.01 per underlying share. In connection with the overallotment exercise, the underwriters for the offering also received a warrant for the purchase of 8,130 shares of common stock (exercise price of $6.55 per share and December 2018 expiration). The net proceeds from the overallotment exercise were $0.8 million, after deducting underwriting discounts and commissions and other cash offering expenses of $0.1 million, and are included in equity. | ||||||||||||||||||||||||||||
We completed the first closing of a private placement offering in March 2014. 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 ($5.25 per share exercise price and March 2019 expiration). We contributed $1.0 million of the $4.3 million proceeds, net of $0.6 million of costs, to Nutra SA, and used 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 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 ($5.0 million). We recorded $1.1 million in financing expense at closing 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. As discussed below, in Debt Conversions section, these notes converted in May 2014. | ||||||||||||||||||||||||||||
We completed the second closing of the private placement offering in May 2014. We issued convertible notes in the principal amount of $1.2 million and warrants for the purchase of up to 357,075 shares of common stock, with an exercise price of $5.25 per share and a May 2019 expiration. We contributed $0.5 million of the $1.1 million proceeds, net of $0.2 million of costs, to Nutra SA, and used 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 no available shares of common stock for the shares underlying these warrants and, as a result, recorded a derivative liability for the fair value of these warrants at issuance ($2.0 million). We recorded $1.0 million in financing expense at closing, 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. As discussed below, in Debt Conversions section, these notes converted in May 2014. | ||||||||||||||||||||||||||||
In late June 2014, we issued and sold 1,417,500 shares of common stock for $5.29 per share and warrants to purchase 708,750 shares of common stock (exercise price of $5.87 per share and June 2019 expiration) for $0.01 per underlying share. The underwriters for the offering also received a warrant for the purchase of 85,050 shares of common stock (exercise price of $6.625 per share and June 2019 expiration). The net proceeds from the offering of $6.8 million, after deducting underwriting discounts and commissions and other cash offering expenses of $0.7 million, are included in common stock. We contributed $3.0 million of the proceeds to Nutra SA and used $0.8 million of the proceeds to pay all amounts due under the USA segment senior revolving note. | ||||||||||||||||||||||||||||
In a separate agreement occurring in mid June 2014, we issued warrants to purchase 265,000 shares of common stock (exercise price of $5.25 per share and June 2019 expiration). | ||||||||||||||||||||||||||||
In October 2014, we issued and sold 1,181,695 shares of common stock and warrants to purchase 1,181,695 shares of common stock (exercise price of $5.27 per share, exercisable beginning April 2015, April 2020 expiration) for $5.40 per unit, where a unit is one share of common stock and a warrant to purchase one share of common stock. The underwriters of the offering also received a warrant for the purchase of 94,536 shares of common stock (exercise price of $5.27 per share and October 2019 expiration). The net proceeds from the offering of $5.8 million, after deducting underwriting discounts and commissions and other estimated cash offering expenses of $0.6 million, are included in common stock. We intend to use the proceeds for investments in USA segment capital projects and to fund Brazil working capital needs. | ||||||||||||||||||||||||||||
Issuance of Shares to Former Warrant Holders and Note Holder | ||||||||||||||||||||||||||||
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. The fair market value of the shares was recorded in common stock in the fourth quarter of 2013. We issued the shares, as required, after shareholders approved an increase in our authorized shares of common stock in May 2014. | ||||||||||||||||||||||||||||
In the fourth quarter of 2013, we also issued $500,000 of notes to a holder and agreed to issue the holder 134,250 shares of common stock. The fair market value of the shares was recorded in common stock in the fourth quarter of 2013. We issued these shares, as required, after shareholders approved an increase in our authorized shares of common stock in May 2014. | ||||||||||||||||||||||||||||
Debt Conversions | ||||||||||||||||||||||||||||
In connection with the January 2014 acquisition of HN, we issued convertible promissory notes in the face amount of $3.3 million. The notes were due in equal quarterly payments commencing on March 31, 2015, and ending on December 31, 2018 and bore interest at 1% per year until January 2015, 5% per year from February 2015 until January 2016 and 10% per year after January 2016. We recorded the notes at their $2.2 million fair value and the conversion features at their $0.6 million fair value on the date of issuance. We accreted the notes at an effective interest rate of 18.9%, until the notes, and accumulated interest thereon, converted into 543,894 shares of common stock upon our issuance of shares to the former warrant holders in the Exchange. The notes converted in May 2014. Upon conversion, we recognized a $0.9 million loss on extinguishment for the difference between the fair value of the shares issued ($3.9 million) and the carrying amount of the notes ($2.4 million) and related conversion feature ($0.6 million). | ||||||||||||||||||||||||||||
The convertible notes issued in the March 2014 and May 2014 private placement closings, due in July 2016, bore interest at 5% interest until the $6.2 million outstanding on the notes, including accumulated interest thereon (less than $0.1 million), automatically converted in May 2014, at a conversion price of $5.25, into 1,180,567 shares of common stock upon shareholders voting to approve an increase in our authorized shares of common stock. When the notes converted, we recognized interest expense of $6.2 million, to accrete the notes to their face value, and increased equity $6.2 million. | ||||||||||||||||||||||||||||
Warrants Reclassified to Equity | ||||||||||||||||||||||||||||
Shares of available common stock increased in 2014 as a result of (i) the expiration of certain outstanding warrants and options and (ii) the 19,000,000 share increase in our authorized shares of common stock. As a result, during the second quarter of 2014, we transferred to equity the $8.9 million fair value of warrants previously classified as derivative liabilities solely due to a lack, on a fully-diluted basis, of available shares of common stock. | ||||||||||||||||||||||||||||
Equity Incentive Plans, Options and Warrants | ||||||||||||||||||||||||||||
A summary of stock option and warrant activity for 2014 and 2013 follows. | ||||||||||||||||||||||||||||
Options | Equity and Liability Warrants | |||||||||||||||||||||||||||
Shares | Weighted | Weighted | Shares Under | Weighted | Weighted | |||||||||||||||||||||||
Under | Average | Average | Warrants | Average | Average | |||||||||||||||||||||||
Options | Exercise | Remaining | Exercise | Remaining | ||||||||||||||||||||||||
Price | Contractual | Price | Contractual | |||||||||||||||||||||||||
Life (Years) | Life (Years) | |||||||||||||||||||||||||||
Outstanding, January 1, 2013 | 169,254 | $ | 32 | 6.3 | 806,769 | $ | 24 | 3.5 | ||||||||||||||||||||
Granted | 40,000 | 15.38 | 1,859,111 | 6.85 | ||||||||||||||||||||||||
Impact of anti-dilution clauses | - | NA | 385,292 | NA | ||||||||||||||||||||||||
Impact of amendment | - | NA | (496,061 | ) | NA | |||||||||||||||||||||||
Exercised | - | NA | - | - | ||||||||||||||||||||||||
Forfeited, expired or cancelled | (29,817 | ) | 50.58 | (148,829 | ) | 66.92 | ||||||||||||||||||||||
Outstanding, December 31, 2013 | 179,437 | 24.28 | 6.2 | 2,406,282 | 6.33 | 4.5 | ||||||||||||||||||||||
Granted or issued | 141,134 | 4.77 | 4,262,436 | 5.44 | ||||||||||||||||||||||||
Exercised | - | NA | - | - | ||||||||||||||||||||||||
Forfeited, expired or cancelled | (50,929 | ) | 34.61 | (164,759 | ) | 5.24 | ||||||||||||||||||||||
Outstanding, December 31, 2014 | 269,642 | $ | 12.12 | 7.9 | 6,503,959 | $ | 5.77 | 4.3 | ||||||||||||||||||||
Exercisable, December 31, 2014 | 138,671 | $ | 18.5 | 6.2 | 5,322,264 | $ | 5.88 | 4.1 | ||||||||||||||||||||
Our board of directors adopted our 2014 equity incentive plan in August 2014, after the plan was approved by shareholders. A total of 1,600,000 shares of common stock were initially reserved for issuance under the plan. Under the terms of the plan, we may grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our board of directors administers the plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients. The options granted under the plan have terms of up to 10 years. As of December 31, 2014, options to purchase 141,134 shares have been issued and remain outstanding, 281,620 common shares have been issued and remain outstanding and 1,177,246 shares are reserved for future grants. | ||||||||||||||||||||||||||||
Our board of directors adopted our 2010 Equity Incentive Plan (2010 Plan) in February 2010. A total of 125,000 shares of common stock were initially reserved for issuance under the 2010 Plan. The amount reserved increased annually each January 1st by 5% of the outstanding shares as of the prior December 31st. Additionally, in 2011 the board approved a 40,000 increase in the number of shares of common stock reserved under the plan. | ||||||||||||||||||||||||||||
Under the terms of the 2010 Plan, we could grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our board of directors administered the 2010 Plan, determined vesting schedules on plan awards and could accelerate the vesting schedules for award recipients. The options granted under the 2010 Plan have terms of up to 10 years. In 2013, the board of directors froze the 2010 Plan and there are no longer any shares reserved for future grants. | ||||||||||||||||||||||||||||
Our board of directors adopted the 2005 Equity Incentive Plan (2005 Plan) in May 2005 and our shareholders approved the 2005 Plan in September 2005. Under the terms of the 2005 Plan, we could grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Options granted under the 2005 Plan have terms of up to 10 years. There are no longer any shares reserved for future grants under the 2005 Plan. | ||||||||||||||||||||||||||||
We have outstanding a total of 17,384 options awarded to current and former directors, employees and consultants at various times beginning in 2004 through 2009 that do not fall under the plans described above. Expiration periods, typically ten years, and other terms of these non-plan specific options are not materially different from those issued under the 2010 Plan and 2005 Plan. | ||||||||||||||||||||||||||||
Share-based compensation expenses related to option and stock grants issued to employees and directors are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands): | ||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||
Stock Options: | ||||||||||||||||||||||||||||
Consultants | $ | 4 | $ | 16 | ||||||||||||||||||||||||
Directors | 11 | 262 | ||||||||||||||||||||||||||
Employees | 132 | 127 | ||||||||||||||||||||||||||
Executive officers | 136 | 133 | ||||||||||||||||||||||||||
Stock: | ||||||||||||||||||||||||||||
Directors | 332 | - | ||||||||||||||||||||||||||
Executive officers | 114 | - | ||||||||||||||||||||||||||
Total share-based compensation expense | $ | 729 | $ | 538 | ||||||||||||||||||||||||
In the third quarter of 2014, we issued shares of common stock to directors and executive officers at a grant date fair value of $4.91 per share. We issued 44,026 shares which vested in August 2014, 52,412 shares which vest in August 2015 (or at the next annual shareholder meeting date if earlier) and 185,182 shares which vest in August 2017. In 2014, we recognized $0.5 million in compensation for these share of common stock. These shares are the only shares vesting in the future. As of December 31, 2014, we expect to recognize the remaining $0.9 million of unrecognized compensation over a weighted average period of 2.3 years. | ||||||||||||||||||||||||||||
In April 2013, our board granted each of our five non-employee directors a stock option to purchase up to 3,750 shares of common stock. Each option has an exercise price of $16.00 per share, vests in nine equal monthly installments ending December 31, 2013, and expires in April 2023. In January 2013, we issued each of those five non-employee directors an option for the purchase of up to 1,250 shares of common stock under the non-employee director automatic grant provision. Each option has an exercise price of $16.00 per share, vested in twelve equal monthly installments ending December 2013, and expires in January 2023. | ||||||||||||||||||||||||||||
In April 2013, the Board granted each of the two directors serving on the strategic committee and consulting special counsel each a stock option to purchase up to 1,250 shares of common stock. Each option has an exercise price of $16.00 per share, vested in twelve equal monthly installments ending in March 2014 and expires in April 2018. | ||||||||||||||||||||||||||||
The following table summarizes option activity during 2014 and 2013: | ||||||||||||||||||||||||||||
Employees and Directors | Consultants | |||||||||||||||||||||||||||
Weighted | Weighted | Total | ||||||||||||||||||||||||||
Shares | Average | Shares | Average | Shares | ||||||||||||||||||||||||
Underlying | Exercise | Underlying | Exercise | Underlying | ||||||||||||||||||||||||
Options | Price | Options | Price | Options | ||||||||||||||||||||||||
Outstanding, January 1, 2013 | 158,304 | $ | 26 | 10,950 | $ | 106 | 169,254 | |||||||||||||||||||||
Granted | 38,750 | 15.36 | 1,250 | 16 | 40,000 | |||||||||||||||||||||||
Forfeited, expired or cancelled | (27,317 | ) | 27.75 | (2,500 | ) | 300 | (29,817 | ) | ||||||||||||||||||||
Exercised | - | NA | - | NA | - | |||||||||||||||||||||||
Outstanding, December 31, 2013 | 169,737 | $ | 23.13 | 9,700 | $ | 44.45 | 179,437 | |||||||||||||||||||||
Granted | 141,134 | 4.77 | - | NA | 141,134 | |||||||||||||||||||||||
Forfeited, expired or cancelled | (50,929 | ) | 34.61 | - | NA | (50,929 | ) | |||||||||||||||||||||
Exercised | - | NA | - | NA | - | |||||||||||||||||||||||
Outstanding, December 31, 2014 | 259,942 | $ | 10.91 | 9,700 | $ | 44.45 | 269,642 | |||||||||||||||||||||
Exercisable, December 31, 2014 | 129,539 | $ | 16.8 | 9,132 | $ | 42.62 | 138,671 | |||||||||||||||||||||
As of December 31, 2014, our outstanding options have no intrinsic value. The average fair value of options granted was $4.29 per share in 2014 and $11.18 per share in 2013. The following are the assumptions used in valuing stock options: | ||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||
Assumed volatility | 119.90% | 119.2%-122.3% | ||||||||||||||||||||||||||
(121.1% weighted average) | ||||||||||||||||||||||||||||
Assumed risk free interest rate | 1.70% | 0.7%-1.4% | ||||||||||||||||||||||||||
(0.9% weighted average) | ||||||||||||||||||||||||||||
Average expected life of options (in years) | 6.2 | 6.2 | ||||||||||||||||||||||||||
Expected dividends | - | - | ||||||||||||||||||||||||||
Forfeiture rate | 5% | 5% | ||||||||||||||||||||||||||
The following table summarizes information related to outstanding and exercisable options: | ||||||||||||||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||||||||||
Outstanding | Exercisable | |||||||||||||||||||||||||||
Range of Exercise | Shares | Weighted | Weighted | Shares | Weighted | Weighted | ||||||||||||||||||||||
Prices | Underlying | Average | Average | Underlying | Average | Average | ||||||||||||||||||||||
Options | Exercise | Remaining | Options | Exercise | Remaining | |||||||||||||||||||||||
Price | Contractual | Price | Contractual | |||||||||||||||||||||||||
Life (Years) | Life (Years) | |||||||||||||||||||||||||||
$ | 4.77 | 141,134 | $ | 4.77 | 9.6 | 15,671 | $ | 4.77 | 9.6 | |||||||||||||||||||
$ | 6.00 -$16.00 | 116,217 | 15.79 | 6.1 | 111,277 | 15.79 | 6.1 | |||||||||||||||||||||
$ | 28 | 1,457 | 28 | 7.2 | 1,457 | 28 | 7.2 | |||||||||||||||||||||
$ | 40 | 2,834 | 40 | 6.8 | 2,834 | 40 | 6.8 | |||||||||||||||||||||
$ | 60 | 5,000 | 60 | 0.1 | 5,000 | 60 | 0.1 | |||||||||||||||||||||
$ | 74 | 2,500 | 74 | 6.2 | 1,932 | 74 | 6.2 | |||||||||||||||||||||
$ | 242 | 500 | 242 | 1 | 500 | 242 | 1 | |||||||||||||||||||||
$ | 4.77 to $242.00 | 269,642 | $ | 12.12 | 7.9 | 138,671 | $ | 18.5 | 6.2 | |||||||||||||||||||
The following table summarizes equity and liability warrant activity during 2014 and 2013: | ||||||||||||||||||||||||||||
Equity Warrants | Liability Warrants | |||||||||||||||||||||||||||
Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||||||||||||
Underlying | Average | Average | Underlying | Average | Average | |||||||||||||||||||||||
Exercise | Remaining | Exercise | Remaining | |||||||||||||||||||||||||
Price | Contractual | Price | Contractual | |||||||||||||||||||||||||
Life (Years) | Life (Years) | |||||||||||||||||||||||||||
Balance, January 1, 2013 | 5,756 | $ | 90 | 2.4 | 801,013 | $ | 24 | 3.5 | ||||||||||||||||||||
Granted | 1,820,711 | 7 | 38,400 | 16 | ||||||||||||||||||||||||
Impact of antidilution clauses | - | NA | 385,292 | NA | ||||||||||||||||||||||||
Impact of amendment | (8,711 | ) | NA | (487,350 | ) | NA | ||||||||||||||||||||||
Exercised | - | NA | - | NA | ||||||||||||||||||||||||
Forfeited, expired or cancelled | (2,722 | ) | 137.6 | (146,107 | ) | 65.6 | ||||||||||||||||||||||
Outstanding, December 31, 2013 | 1,815,034 | 6.69 | 5 | 591,248 | 5.24 | 2.9 | ||||||||||||||||||||||
Granted | 4,262,436 | 5.44 | - | NA | ||||||||||||||||||||||||
Exercised | - | NA | - | NA | ||||||||||||||||||||||||
Forfeited, expired or cancelled | - | NA | (164,759 | ) | 5.24 | |||||||||||||||||||||||
Outstanding, December 31, 2014 | 6,077,470 | $ | 5.81 | 4.4 | 426,489 | $ | 5.24 | 2.9 | ||||||||||||||||||||
Exercisable, December 31, 2014 | 4,895,775 | $ | 5.94 | 4.2 | 426,489 | $ | 5.24 | 2.9 | ||||||||||||||||||||
The following table summarizes information related to outstanding and exercisable warrants: | ||||||||||||||||||||||||||||
Outstanding | Exercisable | |||||||||||||||||||||||||||
Range of Exercise | Type of | Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||||||||||
Prices | Warrant | Under | Average | Average | Under | Average | Average | |||||||||||||||||||||
Warrants | Exercise | Remaining | Warrants | Exercise | Remaining | |||||||||||||||||||||||
Price | Contractual | Price | Contractual | |||||||||||||||||||||||||
Life (Years) | Life (Years) | |||||||||||||||||||||||||||
$ | 5.24 | Liability (1) | 426,489 | $ | 5.24 | 2.9 | 426,489 | $ | 5.24 | 2.9 | ||||||||||||||||||
$ | 5.25 to $5.87 | Equity | 4,006,670 | 5.37 | 4.6 | 2,824,975 | 5.41 | 4.3 | ||||||||||||||||||||
$ | 6.55 to $6.63 | Equity | 2,055,767 | 6.55 | 4 | 2,055,767 | 6.55 | 4 | ||||||||||||||||||||
$ | 16.00 to $16.80 | Equity | 12,004 | 16.4 | 3.5 | 12,004 | 16.4 | 3.5 | ||||||||||||||||||||
$ | 46.8 | Equity | 3,029 | 46.8 | 1.9 | 3,029 | 46.8 | 1.9 | ||||||||||||||||||||
6,503,959 | $ | 5.77 | 4.3 | 5,322,264 | $ | 5.88 | 4.1 | |||||||||||||||||||||
-1 | The warrants contain full ratchet anti-dilution provisions. | |||||||||||||||||||||||||||
As of December 31, 2014, we have two warrant agreements outstanding (with one holder) that contain antidilution clauses. The related warrants are classified as derivative warrant liabilities in our balance sheets. Under the antidilution clauses contained in these warrants, in the event of equity issuances at prices below the exercise prices of these warrants, we may be required to lower the exercise price on these warrants and increase the number of shares underlying these 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. | ||||||||||||||||||||||||||||
Certain equity issuances in 2013 triggered the antidilution clauses in certain liability warrants and, as a result, we were required to lower the exercise price and increase the number of shares underlying certain liability warrants. In addition, certain amendments in 2013 required us to lower the exercise price and increase the numbers of shares underlying certain warrants. |
DEBT
DEBT | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
DEBT [Abstract] | |||||||||||||
DEBT | NOTE 11. DEBT | ||||||||||||
The following table summarizes current and long-term portions of debt as of December 31, 2014 and 2013(in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Corporate segment: | |||||||||||||
Senior revolving note, net | $ | - | $ | 1,988 | |||||||||
Subordinated notes, net | 4,978 | 4,262 | |||||||||||
Other | 157 | - | |||||||||||
5,135 | 6,250 | ||||||||||||
Brazil segment: | |||||||||||||
Capital expansion loans | 3,629 | 4,795 | |||||||||||
Working capital lines of credit | 2,408 | 3,213 | |||||||||||
Advances on customer export orders | 1,810 | 2,386 | |||||||||||
Special tax programs | 3,016 | 2,351 | |||||||||||
Other | 98 | 174 | |||||||||||
10,961 | 12,919 | ||||||||||||
Total debt | 16,096 | 19,169 | |||||||||||
Current portion | 4,808 | 8,250 | |||||||||||
Long-term portion | $ | 11,288 | $ | 10,919 | |||||||||
Required future minimum payments on our debt as of December 31, 2014, follow (in thousands). | |||||||||||||
Corporate | Brazil | ||||||||||||
Segment | Segment | Total | |||||||||||
2015 | 50 | 4,758 | 4,808 | ||||||||||
2016 | 6,591 | 1,045 | 7,636 | ||||||||||
2017 | 64 | 822 | 886 | ||||||||||
2018 | - | 764 | 764 | ||||||||||
2019 | - | 699 | 699 | ||||||||||
Thereafter | - | 2,873 | 2,873 | ||||||||||
6,705 | 10,961 | 17,666 | |||||||||||
Discount | (1,570 | ) | - | (1,570 | ) | ||||||||
Total debt | $ | 5,135 | $ | 10,961 | $ | 16,096 | |||||||
As of December 31, 2014, none of the agreements for our outstanding debt contain financial covenants. | |||||||||||||
Corporate Segment | |||||||||||||
See Note 10 for a description of the convertible notes payable issued in the first quarter of 2014 to the former shareholders of HN and the private placement investors. As discussed further in Note 10, in May 2014, these instruments converted into shares of common stock and the senior revolving note was paid in full with the proceeds from the June 2014 stock and warrant offering. The senior revolving note was due in installments through October 2014. | |||||||||||||
Subordinated Notes | |||||||||||||
As of December 31, 2014, subordinated notes in the principal amount of $6.5 million remain outstanding. The notes bear interest of 5% per year, payable quarterly, and mature in July 2016. The notes are secured by interest in substantially all of our assets, excluding our interest in Nutra SA and RBT PRO, LLC. See further discussion in Note 12. We accrete the notes up to their face value at an average annual interest rate of 22.7%. In connection with the Modification discussed further in Note 10, during the fourth quarter of 2013, the holders of our subordinated convertible notes agreed to amend their notes to reduce the annual interest rate to 5% from 10%, change the maturity of the notes to July 2016 (if there was a different maturity date) and to remove the conversion features and antidilution protections included in the notes. | |||||||||||||
Brazil Segment | |||||||||||||
All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on customer export orders which are denominated in U.S. Dollars. | |||||||||||||
Capital Expansion Loans | |||||||||||||
In December 2011, Irgovel entered into loan agreements with the Bank of Brazil. As of December 31, 2014, the notes held a principal balance of R$8.1 million. The annual interest rate on the loans is 6.5%, payable quarterly and the loans mature December 2021. Irgovel must make monthly principal payments under each of the loans. Irgovel used R$1.5 million of the proceeds for working capital purposes and the remainder for the purchase of equipment and machinery. In July 2012, Irgovel entered into an agreement with the bank under which it borrowed R$1.7 million for the purchase of certain equipment at an annual interest rate of 5.5%. Interest is payable quarterly on the amounts outstanding and the maturity date of the loans is July 2019. Irgovel must make monthly principal payments under the loans. The capital expansion loans are secured by the related equipment. | |||||||||||||
Working Capital Lines of Credit | |||||||||||||
Irgovel has working capital lines of credit secured by accounts receivable. The total amount of borrowing cannot exceed 30%-100% of the collateral, depending on the agreement. The annual interest rates on this debt range from 12.5% to 125.4%, and average 27.9%. Principal maturities of amounts outstanding extend through July 2017. | |||||||||||||
Advances on Customer Export Orders | |||||||||||||
Irgovel obtains advances against certain customer export orders from various banks. The annual interest rates on these advances range from 5.9% to 10.0%, and average 8.0%. Principal maturities of amounts outstanding extend through March 2015. | |||||||||||||
Special Tax Programs | |||||||||||||
Irgovel has an unsecured note payable for Brazilian federal and social security taxes under special Brazilian government tax programs. During the third quarter of 2014, Irgovel’s debt under several notes was consolidated into one note and Irgovel financed an additional $0.9 million of taxes payable under the programs. Principal and interest payments are due monthly through January 2029. Interest on the notes is payable monthly at the Brazilian SELIC target rate, which was 11.8% at December 31, 2014. |
EQUITY_METHOD_INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 2014 | |
EQUITY METHOD INVESTMENT [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 12. EQUITY METHOD INVESTMENT |
In 2011, we entered into an agreement with a partner with the goal of developing technology to extract and concentrate protein from rice bran. In March 2013, the agreement was mutually terminated under terms whereby we each received (i) the right to separately develop, modify and improve the jointly developed technology owned by the partner and (ii) a nonexclusive, royalty free, perpetual license to that technology (License). We paid the partner $1.2 million as a lump sum in April 2013. | |
RBT PRO, LLC (RBT PRO) was a wholly owned subsidiary whose only asset was the License acquired in March 2013. In April 2013, we entered into a series of agreements with various affiliates of Wilmar International Limited (collectively Wilmar). In connection therewith, we sold a 50% membership interest in RBT PRO to Wilmar for $1.2 million. RBT PRO granted a royalty free, perpetual sublicense of the License to Wilmar for exclusive use throughout China. | |
We also entered into a cross license agreement with Wilmar, and under the agreements, we obtained rights to purchase a percentage of the capital stock of any entity Wilmar establishes to develop new products relating to rice bran or its derivative, as defined in the agreement, using the intellectual property licensed to Wilmar. | |
There was no gain or loss recognized on these transactions because we entered the agreement with the partner in contemplation of the agreements with Wilmar. We account for our investment in RBT PRO under the equity method. Our investment in RBT PRO was zero as of December 31, 2014 and 2013, and RBT PRO has had no net income or loss since inception. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
INCOME TAXES [Abstract] | |||||||||
INCOME TAXES | NOTE 13. INCOME TAXES | ||||||||
Deferred tax assets (liabilities) are comprised of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
United States | |||||||||
Net operating loss carryforwards | $ | 2,503 | $ | 43,328 | |||||
Gain on sale of membership interests in Nutra SA | 369 | 403 | |||||||
Stock options and warrants | 625 | 1,199 | |||||||
Intangible assets | (797 | ) | 1,194 | ||||||
Property | (80 | ) | 6,832 | ||||||
Capitalized expenses | 525 | 652 | |||||||
Debt and deferred financing | (116 | ) | (112 | ) | |||||
Other | 642 | 451 | |||||||
Net deferred tax assets | 3,671 | 53,947 | |||||||
Less: Valuation allowance | (3,896 | ) | (53,947 | ) | |||||
Deferred tax asset (liability) | (225 | ) | - | ||||||
Brazil | |||||||||
Intangible assets | (28 | ) | (228 | ) | |||||
Property | (1,141 | ) | (1,555 | ) | |||||
Net operating loss carryforwards | 4,666 | 2,381 | |||||||
Other | 370 | 285 | |||||||
Net deferred tax assets | 3,867 | 883 | |||||||
Less: Valuation allowance | (3,867 | ) | (883 | ) | |||||
Deferred tax asset (liability) | $ | - | $ | - | |||||
Deferred tax asset - current | $ | 171 | $ | - | |||||
Deferred tax liability - long-term | (396 | ) | - | ||||||
$ | (225 | ) | $ | - | |||||
Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. We have determined it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly we have provided a valuation allowance for deferred tax assets. Our valuation allowance is on U.S. and Brazil deferred tax assets. The change in valuation allowance of $47.1 million in 2014 was due to (i) $2.5 million in net operating loss and (ii) $3.0 million for the change in the valuation allowance against Brazil deferred tax assets, net of $0.6 million impact from foreign currency translation, offset by (i) the $41.8 million impact of net operating losses expiring and those being limited due to ownership changes (ii) $0.9 million from the impact of state rate changes (iii) $1.3 million from the establishment of deferred tax liabilities in the acquisition of HN (iv) $1.1 million of adjustments to intangibles and stock compensation deferreds, and (v) $7.5 million of adjustment to fixed asset deferred balance as a result of an accounting method change. The change in valuation allowance of $4.9 million in 2013 was due to (i) $3.9 million in net operating loss and (ii) $0.7 million from the impact of state rate changes and (iii) $0.9 million for the establishment of a valuation allowance against Brazil deferred tax assets, offset by (i) the $0.4 million impact of expiring net operating losses and (ii) $0.2 million of other deferred items. | |||||||||
As of December 31, 2014, net operating loss carryforwards for U.S. federal tax purposes totaled $6.5 million and expire at various dates from 2018 through 2034. Net operating loss carryforwards for state tax purposes totaled $6.0 million as of December 31, 2014, and expire at various dates from 2015 through 2034. As of December 31, 2014, net operating loss carryforwards for Brazil tax purposes totaled $13.7 million and do not expire but may be subject to substantial annual limitations (generally 30% of taxable income in any year). | |||||||||
Due to offerings and conversions occurring between December 2013 and May 2014, we believe our ability to utilize previously accumulated net operating loss carryforwards are subject to substantial annual limitations due to “change in ownership” provisions of the Internal Revenue Code of 1986, as amended, and similar state regulations. Therefore in 2014, we recorded the impact of the expiration of substantial net operating loss carryforwards prior to utilization. We have not yet finalized the exact amount of such limitation, as the rules in this area are complex, and our estimate of the annual limitation is subject to change. | |||||||||
We are subject to taxation in the U.S. and various states. We record liabilities for income tax contingencies based on our best estimate of the underlying exposures. We are open for audit by the IRS for years after 2011 and, generally, by U.S. state tax jurisdictions after 2011. We are open for audit by the Brazilian tax authorities for years after 2010. | |||||||||
Loss before income taxes is comprised of the following (in thousands): | |||||||||
2014 | 2013 | ||||||||
Foreign | $ | (10,504 | ) | $ | (6,832 | ) | |||
Domestic | (17,427 | ) | (12,247 | ) | |||||
Loss before income taxes | $ | (27,931 | ) | $ | (19,079 | ) | |||
Foreign earnings are assumed to be permanently reinvested. U.S. federal income taxes have not been provided on undistributed earnings of our foreign subsidiary. | |||||||||
The income tax benefit of $1.3 million in 2014 is all related to U.S. federal and state deferred tax benefit and the income tax benefit of $1.4 million in 2013 is all foreign deferred tax benefit. | |||||||||
Reconciliations between the amount computed by applying the U.S. federal statutory tax rate (34%) to loss before income taxes, and income tax benefit follows (in thousands): | |||||||||
2014 | 2013 | ||||||||
Income tax benefit at federal statutory rate | $ | (9,496 | ) | $ | (6,487 | ) | |||
Increase (decrease) resulting from: | |||||||||
State tax benefit, net of federal tax effect | (206 | ) | (653 | ) | |||||
Change in valuation allowance | (46,511 | ) | 4,927 | ||||||
Adjustment to intangible deferred balances | 484 | - | |||||||
Adjustment to fixed asset deferred balance | 7,450 | - | |||||||
Reduction in deferred balances for forfeited, expired or cancelled options | 597 | 255 | |||||||
Expiration of U.S. net operating losses | 41,756 | 415 | |||||||
Nontaxable fair value adjustment | 411 | 350 | |||||||
Nondeductible convertible debt issuance expenses | 3,179 | 521 | |||||||
Impact of state rate changes | 917 | (677 | ) | ||||||
Nondeductible expenses | 37 | 6 | |||||||
Adjustments to Brazil deferred balances | 15 | - | |||||||
Adjustments to U.S. deferred balances | 63 | (96 | ) | ||||||
Income tax benefit | $ | (1,304 | ) | $ | (1,439 | ) | |||
We recognize interest and penalties related to uncertain tax positions in selling, general and administrative expenses. We have not identified any uncertain tax positions requiring a reserve as of December 31, 2014 or 2013. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14. COMMITMENTS AND CONTINGENCIES |
Employment Contracts | |
We have entered into employment and other agreements with certain executives and other employees that provide for compensation and certain other benefits. These agreements provide for severance payments under certain circumstances. | |
In the normal course of business, we periodically enter into employment agreements which incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be reasonably estimated, we maintain insurance coverage, which we believe will effectively mitigate our obligations under these indemnification provisions. No amounts have been recorded in our financial statements with respect to any obligations under such agreements. | |
Leases | |
We lease certain properties under various operating lease arrangements that expire over the next twenty one years. These leases generally provide us with the option to renew the lease at the end of the lease term. Future minimum payments under these commitments as of December 31, 2014, are as follows: $0.5 million for 2015; $0.5 million in 2016; $0.3 million in 2017; $0.2 million in 2018; $0.2 million in 2019 and $0.9 million thereafter. We incurred lease expense of $0.8 million in 2014 and $0.5 million in 2013. | |
Litigation | |
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. On October 29, 2010, we initiated an arbitration proceeding against the Sellers for breaches of the Purchase Agreement, including claims related to Sellers’ handling of the Resyng claim and whether any future payments are required under the Purchase Agreement. On February 25, 2015, the arbitration panel issued its opinion and ordered the Sellers to pay Irgovel and us R$3.6 million plus arbitration fees, legal fees, and interest. We are currently seeking to confirm and obtain a final award in Brazil. | |
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. As of December 31 2014 and 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 as of December 2014 and 2013, totaling $1.6 million. 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 December 31, 2014, $0.5 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.6 million to settle any remaining 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. If and when received, we agreed to pay to Nutra SA ninety percent of any funds received from the escrow account or treat the funds retained as a distribution from Nutra SA and reduce our ownership percentage accordingly. | |
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 in 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 filed a notice of appeal which was dismissed in October 2014. We have no receivable from Diabco recorded in the accompanying financial statements, as recovery of the judgment is not reasonably assured. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 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 2014 and 2013, we paid and expensed $0.1 million and $0.2 million, respectively, 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. | |
In connection with 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). The shares were not required to be issued until after our shareholders approved an increase in our authorized shares of common stock, which occurred on May 30, 2014. | |
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). The shares were not required to be issued until after our shareholders approved an increase in our authorized shares of common stock, which occurred on May 30, 2014. | |
Transactions with W. John Short | |
W. John Short, our chief executive officer and director, invested $25 thousand in our subordinated convertible notes and related warrants in January 2012 and an additional $25 thousand in April 2013. In 2014 and 2013, we paid less than $10 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 to Mr. Short 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 amended pursuant to the Modification. | |
In connection with the Exchange, warrants beneficially owned by Mr. Short for the purchase of up to 3,806 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 12,777 shares of our common stock. The shares were not required to be issued until after our shareholders approved an increase in our authorized shares of common stock, which occurred on May 30, 2014. | |
Transactions with Mark McKnight | |
In January 2014, we purchased all of the outstanding shares of HN for $2.0 million in cash, plus convertible promissory notes for $3.3 million. Mark McKnight, our current senior vice president of sales, and his wife collectively owned a majority interest in HN prior to the acquisition. In connection with our acquisition of HN, 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. We had the option to pay principal and accrued interest under the notes in either cash or in our common stock, however, if we issued shares to our former warrants holders upon an increase in authorized shares, under the terms of the Exchange, then we were required to settle any outstanding balance on the notes through the issuance of shares of our common stock. On May 30, 2014, we issued 225,925 shares of common stock to settle Mark McKnight’s note and 225,925 shares of common stock to settle Nicole McKnight’s note. The notes were converted at a conversion price of $6.00 per share. | |
In January 2014, we entered into a $0.1 million, 5% unsecured, promissory note with Nicole McKnight. We paid all principal and interest due under the note in October 2014. | |
During 2013, prior to the acquisition, we had product sales to HN totaling $0.6 million. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
SEGMENT INFORMATION [Abstract] | |||||||||||||||||
SEGMENT INFORMATION | NOTE 16. SEGMENT INFORMATION | ||||||||||||||||
We have two reportable operating segments in 2014: (i) USA segment, which manufactures and distributes SRB in various granulations along with Stage II products and derivatives 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 interests, are made to the operating segments. | |||||||||||||||||
The table below presents segment information for the years identified and provides a reconciliation of segment information to total consolidated information (in thousands). | |||||||||||||||||
2014 | |||||||||||||||||
Corporate | USA | Brazil | Consolidated | ||||||||||||||
Revenues | $ | - | $ | 23,096 | $ | 17,012 | $ | 40,108 | |||||||||
Cost of goods sold | - | 16,124 | 19,515 | 35,639 | |||||||||||||
Gross profit | - | 6,972 | (2,503 | ) | 4,469 | ||||||||||||
Depreciation and amortization (in selling, general and administrative) | (52 | ) | (2,137 | ) | (690 | ) | (2,879 | ) | |||||||||
Other operating expenses | (5,941 | ) | (4,133 | ) | (4,280 | ) | (14,354 | ) | |||||||||
Income (loss) from operations | $ | (5,993 | ) | $ | 702 | $ | (7,473 | ) | $ | (12,764 | ) | ||||||
Net income (loss) attributable to RiceBran Technologies shareholders | $ | (16,825 | ) | $ | 702 | $ | (6,906 | ) | $ | (23,029 | ) | ||||||
Interest expense | (7,949 | ) | - | (2,385 | ) | (10,334 | ) | ||||||||||
Depreciation (in cost of goods sold) | - | (1,022 | ) | (2,648 | ) | (3,670 | ) | ||||||||||
Purchases of property | 152 | 2,251 | 3,020 | 5,423 | |||||||||||||
Property, net, end of period | 135 | 9,360 | 15,258 | 24,753 | |||||||||||||
Goodwill, end of period | - | 790 | 3,641 | 4,431 | |||||||||||||
Intangible assets, net, end of period | - | 2,658 | 82 | 2,740 | |||||||||||||
Total assets, end of period | 4,212 | 17,854 | 24,018 | 46,084 | |||||||||||||
2013 | |||||||||||||||||
Corporate | USA | Brazil | Consolidated | ||||||||||||||
Revenues | $ | - | $ | 12,023 | $ | 23,028 | $ | 35,051 | |||||||||
Cost of goods sold | - | 9,078 | 22,028 | 31,106 | |||||||||||||
Gross profit | - | 2,945 | 1,000 | 3,945 | |||||||||||||
Depreciation and amortization (in selling, general and administrative) | (24 | ) | (469 | ) | (756 | ) | (1,249 | ) | |||||||||
Impairment of property | - | (300 | ) | - | (300 | ) | |||||||||||
Other operating expenses | (5,918 | ) | (2,006 | ) | (4,442 | ) | (12,366 | ) | |||||||||
Income (loss) from operations | $ | (5,942 | ) | $ | 170 | $ | (4,198 | ) | $ | (9,970 | ) | ||||||
Net income (loss) attributable to RiceBran Technologies shareholders | $ | (12,418 | ) | $ | 170 | $ | (2,773 | ) | $ | (15,021 | ) | ||||||
Interest expense | (1,950 | ) | - | (1,984 | ) | (3,934 | ) | ||||||||||
Depreciation (in cost of goods sold) | - | (926 | ) | (1,873 | ) | (2,799 | ) | ||||||||||
Purchases of property | 21 | 191 | 2,907 | 3,119 | |||||||||||||
Property, net, end of period | 55 | 7,231 | 17,672 | 24,958 | |||||||||||||
Goodwill, end of period | - | - | 4,139 | 4,139 | |||||||||||||
Intangible assets, net, end of period | - | 745 | 672 | 1,417 | |||||||||||||
Total assets, end of period | 6,039 | 9,796 | 28,743 | 44,578 | |||||||||||||
The following table presents revenues data by geographic area shipped to (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 21,381 | $ | 12,869 | |||||||||||||
Brazil | 14,257 | 17,861 | |||||||||||||||
Other international | 4,470 | 4,321 | |||||||||||||||
Total revenues | $ | 40,108 | $ | 35,051 |
FAIR_VALUE_MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
FAIR VALUE MEASUREMENT [Abstract] | |||||||||||||||||||||||||
FAIR VALUE MEASUREMENT | NOTE 17. 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 December 31 2014, the fair value of our Corporate segment debt (Level 3 measurement) is approximately $0.2 million higher than the $5.1 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-Dec-14 | |||||||||||||||||||||||||
Derivative warrant liabilities | -1 | $ | - | $ | - | $ | (955 | ) | $ | (955 | ) | ||||||||||||||
Total liabilities at fair value | $ | - | $ | - | $ | (955 | ) | $ | (955 | ) | |||||||||||||||
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-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||
Risk-free interest rate | 0.1% - 1.0% | 0.1% - 0.6% | |||||||||||||||||||||||
(0.7% weighted average) | (0.5% weighted average) | ||||||||||||||||||||||||
Expected volatility | 95% | 107% | |||||||||||||||||||||||
The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands): | |||||||||||||||||||||||||
Total | Change in | ||||||||||||||||||||||||
Realized | Unrealized | ||||||||||||||||||||||||
Fair Value | and | Net | Gains | ||||||||||||||||||||||
as of | Unrealized | Issuance of | Transfers | Fair Value, | (Losses) on | ||||||||||||||||||||
Beginning | Gains | New | (Into) Out of | at End of | Instruments | ||||||||||||||||||||
of Period | (Losses) | Instruments | Level 3 | Period | Still Held | ||||||||||||||||||||
2014 | (1 | ) | |||||||||||||||||||||||
Derivative warrant liability | $ | (1,685 | ) | $ | (1,151 | ) | $ | (7,021 | ) | $ | 8,902 | -2 | $ | (955 | ) | $ | 546 | ||||||||
Derivative conversion liability | - | (58 | ) | (589 | ) | 647 | -3 | - | NA | ||||||||||||||||
Total Level 3 fair value | $ | (1,685 | ) | $ | (1,209 | ) | $ | (7,610 | ) | $ | 9,549 | $ | (955 | ) | $ | 546 | |||||||||
2013 | (1 | ) | |||||||||||||||||||||||
Derivative warrant liability | $ | (4,520 | ) | $ | (950 | ) | $ | (575 | ) | $ | 4,360 | -4 | $ | (1,685 | ) | $ | (372 | ) | |||||||
Derivative conversion liability | (2,199 | ) | (80 | ) | (598 | ) | 2,877 | -5 | - | NA | |||||||||||||||
Total Level 3 fair value | $ | (6,719 | ) | $ | (1,030 | ) | $ | (1,173 | ) | $ | 7,237 | $ | (1,685 | ) | $ | (372 | ) | ||||||||
-1 | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. | ||||||||||||||||||||||||
-2 | Represents transfers to equity as a result of increases in authorized and unissued shares of common stock available for settlement of certain warrants. | ||||||||||||||||||||||||
-3 | Represents reduction in conversion liability as a result of debt conversions. | ||||||||||||||||||||||||
-4 | Represents fair value of warrants cancelled in connection with the Exchange. | ||||||||||||||||||||||||
-5 | Represents $2.8 million fair value of conversion liabilities when eliminated in connection with the Modification and $0.1 million as a result of conversions of debt. | ||||||||||||||||||||||||
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): | |||||||||||||||||||||||||
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 | USA segment 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. Fair value was 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. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Principles of Consolidation | Principles of Consolidation – The consolidated financial statements include the accounts of RiceBran Technologies and all subsidiaries in which we have a controlling interest. Variable interest in subsidiaries for which we are the primary beneficiary are consolidated. All significant inter-company accounts and transactions are eliminated in consolidation. Noncontrolling interests in our subsidiaries are recorded net of tax as net earnings (loss) attributable to noncontrolling interests. |
Foreign Currencies | Foreign Currencies - The consolidated financial statements are presented in our reporting currency, U.S. Dollars. The functional currency for Irgovel is the Brazilian Real. Assets and liabilities of Irgovel are translated into U.S. Dollars using the exchange rate in effect at the consolidated balance sheet date. Equity accounts are translated at historical rates, except for the change in accumulated deficit during the year, which is the result of the income statement translation process. Irgovel’s revenues and expenses are translated using the average exchange rates in effect during the period. Translation differences are recorded in accumulated other comprehensive income (loss) as foreign currency translation. Gains or losses on transactions denominated in a currency other than Irgovel’s functional currency which arise as a result of changes in foreign exchange rates are recorded as foreign exchange gain or loss in the statements of operations. As of March 31, 2015, the Brazilian Real has fallen against the U.S. Dollar since December 31, 2014, by approximately 17%. |
Cash and Cash Equivalents | Cash and Cash Equivalents – We consider all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2014, we maintained our cash, including restricted cash, and cash equivalents, with major banks. We maintain cash in bank accounts in amounts which at times may exceed federally insured limits. We have not experienced any losses on such accounts. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable represent amounts receivable on trade accounts. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts and the aging of accounts receivable. We analyze the aging of customer accounts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. From period to period, differences in judgments or estimates utilized may result in material differences in the amount and timing of the provision for doubtful accounts. We periodically evaluate our credit policy to ensure that the customers are worthy of terms and support our business plans. |
Inventories | Inventories - Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method. In the USA segment, we employ a full absorption procedure using standard cost techniques. The standards are customarily reviewed and adjusted annually so that they are materially consistent with actual purchase and production costs. In the Brazil segment we use actual average purchase and production costs. Provisions for potentially obsolete or slow moving inventory are made based upon our analysis of inventory levels, historical obsolescence and future sales forecasts. |
Long-Lived Assets, Intangible Assets and Goodwill | Long-Lived Assets, Intangible Assets and Goodwill – Long-lived assets, consisting primarily of property, intangible assets, and goodwill, comprise a significant portion of our total assets. Property is stated at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains or losses on the sale of property and equipment are reflected in the consolidated statements of operations. Intangible assets are stated at cost less accumulated amortization and are amortized over their useful life on a straight-line or accelerated basis. |
We test goodwill and other indefinite-lived intangible assets for impairment on an annual basis or on an interim basis if an event occurs or circumstances change that may reduce the fair value of a reporting unit below its carrying value. Our annual qualitative or quantitative assessments involve determining an estimate of the fair value of our reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill and other indefinite-lived intangible assets exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and, thus, the second step of the quantitative impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss, if any. Fair values are derived based on an evaluation of past and expected future performance of our reporting units. | |
In assessing the recoverability of goodwill, we make estimates and assumptions about sales, operating margin, terminal growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. No impairment was deemed to exist as of December 31, 2014. | |
We review our long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. We also evaluate the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. | |
Revenue Recognition | Revenue Recognition – We recognize revenue for product sales when title and risk of loss pass to our customers, generally upon shipment for USA segment customers and Brazil segment international customers and upon customer receipt for Brazil segment domestic customers. Each transaction is evaluated to determine if all of the following four criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the selling price is fixed and determinable; and (iv) collectability is reasonably assured. If any of the above criteria cannot be satisfied then such a transaction is not recorded as revenue, or is recorded as deferred revenue and recognized only when the sales cycle is complete and payment is either received or becomes reasonably assured. Changes in judgments and estimates regarding the application of the above mentioned four criteria might result in a change in the timing or amount of revenue recognized by such transactions. |
We make provisions for estimated returns, discounts and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities. | |
Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold. | |
Research and Development | Research and Development – Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses. External expenses consist of costs associated with product development. All such costs are charged to expense in the period they are incurred. |
Derivative Conversion Liabilities | Derivative Conversion Liabilities – We had certain convertible debt outstanding that contained antidilution clauses. Under these clauses, we were required to lower the conversion price on the convertible debt based on certain issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain conversion prices. We accounted for the conversion liabilities associated with these antidilution clauses as liability instruments, separate from the host debt. The conversion liabilities were classified as debt on our consolidated balance sheets. These conversion liabilities were valued using the lattice model in each reporting period and the resultant change in fair value was recorded in the consolidated statements of operations in other income (expense). There were no derivative conversion liabilities at December 31, 2014. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities – We have certain warrant agreements in effect that contain antidilution clauses. Under these clauses, we may be required to lower the exercise price on these warrants and issue additional warrants based on future issuances of our common stock and awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain exercise prices. We account for the warrants with these antidilution clauses as liability instruments. These warrants are valued using the lattice model in each reporting period and the resultant change in fair value is recorded in the consolidated statements of operations in other income (expense). |
Share-Based Compensation | Share-Based Compensation – Share-based compensation expense for employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest, reduced for estimated forfeitures, and expensed on a straight-line basis over the service period of the grant. Forfeitures are estimated at the time of grant based on our historical forfeiture experience and are revised in subsequent periods if actual forfeitures differ from those estimates. The Black-Scholes-Merton option pricing model requires us to estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management’s judgment regarding market factors and trends. We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model. |
We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally we value options granted to non-employees and consultants using the Black-Scholes-Merton valuation model. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The expense associated with stock awards issued to consultants or other third parties are recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The value is re-measured each reporting period over the requisite service period. | |
Income Taxes | Income Taxes – We account for income taxes by recording a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for financial reporting and tax purposes during the year. |
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. | |
Use of Estimates | Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the uncertainty inherent in such estimates, actual results could differ from those estimates. |
Reclassifications | Reclassifications – Certain reclassifications have been made to amounts reported for the prior year to achieve consistent presentation with the current year. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue from contracts with customers, which supersedes current revenue recognition guidance and most industry-specific guidance. Under the new standard we will recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which we expect to be entitled in exchange for those goods or services. Revenue from a contract that contains multiple performance obligations will be allocated to each performance obligation generally on a relative standalone selling price basis. The guidance is effective for our annual and interim periods beginning in 2017. Early adoption is prohibited. We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined the method by which we will adopt the standard in 2017. | |
In February 2015, the FASB issued guidance which makes targeted amendments to current consolidation guidance. Among other things, the standard changes the manner in which we would assesses one of the characteristics of variable interest entities (VIEs) and introduces a separate analyses specific to limited partnerships and similar entities (such as Nutra SA) for assessing if the equity holders at risk lack decision making. Limited partnerships and similar entities will be a VIE unless the limited partners hold substantive kick-out rights or participating rights. A right to liquidate an entity is akin to a kick-out right. Guidance for limited partnerships under the voting model has been eliminated. A limited partner and similar partners with a controlling financial interest obtained through substantive kick out rights would consolidate a limited partnership or similar entity. The guidance is effective for our annual and interim periods beginning in 2016. Early adoption is allowed. We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined if we will early adopt the standard. |
LOSS_PER_SHARE_EPS_Tables
LOSS PER SHARE (EPS) (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
LOSS PER SHARE (EPS) [Abstract] | |||||||||
Reconciliation of EPS computations | Below are reconciliations of the numerators and denominators in the EPS computations. | ||||||||
2014 | 2013 | ||||||||
NUMERATOR (in thousands): | |||||||||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ | (23,029 | ) | $ | (15,021 | ) | |||
DENOMINATOR: | |||||||||
Basic EPS - weighted average number of shares outstanding | 5,809,364 | 1,160,196 | |||||||
Effect of dilutive securities outstanding | - | - | |||||||
Diluted EPS - weighted average number of shares outstanding | 5,809,364 | 1,160,196 | |||||||
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 $18.56 and $26.90 ) | 201,584 | 179,493 | |||||||
Warrants (average exercise price of $5.92 and $17.71) | 4,651,380 | 809,311 | |||||||
Convertible debt | - | 414,683 | |||||||
Nonvested Stock | 87,167 | - |
HN_ACQUISITION_Tables
H&N ACQUISITION (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
H&N ACQUISITION [Abstract] | |||||
Schedule of aggregate purchase price allocation | The following table summarizes the aggregate purchase price allocation, the consideration transferred to acquire HN, 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 | 1,314 | ||||
Inventories | 1,109 | ||||
Property | 963 | ||||
Identified intangible asset | 3,847 | ||||
Deferred income taxes, net | (1,529 | ) | |||
Financial liabilities | (1,709 | ) | |||
Net recognized amounts of identifiable assets acquired | 3,995 | ||||
Goodwill - USA segment | $ | 790 |
REDEEMABLE_NONCONTROLLING_INTE1
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | |||||||||
Summary of the carrying amounts included in consolidated balance sheets | A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands). | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Cash and cash equivalents | $ | 269 | $ | 1,686 | |||||
Other current assets (restricted $1,980 and $1,967) | 4,735 | 4,546 | |||||||
Property, net (restricted $3,727 and $4,969) | 15,258 | 17,672 | |||||||
Goodwill and intangibles, net | 3,722 | 4,812 | |||||||
Other noncurrent assets | 34 | 27 | |||||||
Total assets | $ | 24,018 | $ | 28,743 | |||||
Current liabilities | $ | 5,346 | $ | 6,514 | |||||
Current portion of long-term debt (nonrecourse) | 4,758 | 6,262 | |||||||
Long-term debt, less current portion (nonrecourse) | 6,203 | 6,658 | |||||||
Total liabilities | $ | 16,307 | $ | 19,434 | |||||
Summary of changes in redeemable noncontrolling interest | A summary of changes in redeemable noncontrolling interest in Nutra SA follows (in thousands): | ||||||||
2014 | 2013 | ||||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | $ | 7,177 | $ | 9,262 | |||||
Investors' interest in net loss of Nutra SA | (3,598 | ) | (2,619 | ) | |||||
Investors' interest in accumulated other comprehensive loss of Nutra SA | (483 | ) | (666 | ) | |||||
Investors' purchase of additional units | 120 | 1,200 | |||||||
Accumulated Yield classified as other current liability | (573 | ) | - | ||||||
Redeemable noncontrolling interest in Nutra SA, end of period | $ | 2,643 | $ | 7,177 | |||||
Investors' average interest in Nutra SA during the period | 40 | % | 49 | % | |||||
Investors' interest in Nutra SA as of period end | 34.7 | % | 45.9 | % |
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
INVENTORIES [Abstract] | |||||||||
Inventories | Inventories are composed of the following (in thousands): | ||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 1,103 | $ | 1,194 | |||||
Work in process | 380 | 546 | |||||||
Raw materials | 1,441 | 441 | |||||||
Packaging supplies | 584 | 249 | |||||||
Total inventories | $ | 3,508 | $ | 2,430 | |||||
PROPERTY_Tables
PROPERTY (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
PROPERTY [Abstract] | ||||||||||
Property | Property consists of the following (in thousands): | |||||||||
As of December 31, | ||||||||||
2014 | 2013 | Estimated Useful Lives | ||||||||
Land | $ | 364 | $ | 382 | ||||||
Furniture and fixtures | 539 | 553 | 5-10 years | |||||||
Plant | 15,942 | 14,582 | 25-30 years, or life of lease | |||||||
Computer and software | 1,701 | 1,437 | 3-5 years | |||||||
Leasehold improvements | 568 | 200 | 4-7 years or life of lease | |||||||
Machinery and equipment | 21,519 | 14,557 | 5-10 years | |||||||
Construction in progress | - | 7,517 | ||||||||
Subtotal | 40,633 | 39,228 | ||||||||
Less accumulated depreciation | 15,880 | 14,270 | ||||||||
Property, net | $ | 24,753 | $ | 24,958 |
INTANGIBLE_ASSETS_AND_GOODWILL1
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL [Abstract] | |||||||||||||||||||||||||
Intangible assets | Intangible assets consist of the following (in thousands): | ||||||||||||||||||||||||
USA Segment | Brazil Segment | Total | |||||||||||||||||||||||
Patents | Trademarks | Customer | Trademarks | Customer | Intangible | ||||||||||||||||||||
Lists | Lists | Assets | |||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Cost | $ | 1,697 | $ | 76 | $ | 6,524 | $ | 2,607 | $ | 953 | $ | 11,857 | |||||||||||||
Accumulated amortization | (1,296 | ) | - | (4,343 | ) | (2,547 | ) | (931 | ) | (9,117 | ) | ||||||||||||||
Net book value | $ | 401 | $ | 76 | $ | 2,181 | $ | 60 | $ | 22 | $ | 2,740 | |||||||||||||
31-Dec-13 | |||||||||||||||||||||||||
Cost | $ | 1,697 | $ | 48 | $ | 2,677 | $ | 2,964 | $ | 1,084 | $ | 8,470 | |||||||||||||
Accumulated amortization | (1,170 | ) | (41 | ) | (2,466 | ) | (2,472 | ) | (904 | ) | (7,053 | ) | |||||||||||||
Net book value | $ | 527 | $ | 7 | $ | 211 | $ | 492 | $ | 180 | $ | 1,417 | |||||||||||||
Estimated useful lives | 17 years | Indefinite | 3 - 7 years | 7 years | 7 years | ||||||||||||||||||||
Summary of goodwill activity | Amortization expense is expected to be $1.5 million in 2015, $1.0 million in 2016, $0.1 million in 2017 and $0.1 million in 2018. Goodwill does not amortize. A summary of goodwill activity follows for 2014 and 2013. | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Goodwill, beginning of period | $ | 4,139 | $ | 4,773 | |||||||||||||||||||||
USA Segment - Acquisition of HN | 790 | - | |||||||||||||||||||||||
Brazil segment - Effect of foreign currency translation | (498 | ) | (634 | ) | |||||||||||||||||||||
Goodwill, end of period | $ | 4,431 | $ | 4,139 |
EQUITY_AND_SHAREBASED_COMPENSA1
EQUITY AND SHARE-BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
EQUITY AND SHARE-BASED COMPENSATION [Abstract] | ||||||||||||||||||||||||||||
Summary of stock option and warrant activity | A summary of stock option and warrant activity for 2014 and 2013 follows. | |||||||||||||||||||||||||||
Options | Equity and Liability Warrants | |||||||||||||||||||||||||||
Shares | Weighted | Weighted | Shares Under | Weighted | Weighted | |||||||||||||||||||||||
Under | Average | Average | Warrants | Average | Average | |||||||||||||||||||||||
Options | Exercise | Remaining | Exercise | Remaining | ||||||||||||||||||||||||
Price | Contractual | Price | Contractual | |||||||||||||||||||||||||
Life (Years) | Life (Years) | |||||||||||||||||||||||||||
Outstanding, January 1, 2013 | 169,254 | $ | 32 | 6.3 | 806,769 | $ | 24 | 3.5 | ||||||||||||||||||||
Granted | 40,000 | 15.38 | 1,859,111 | 6.85 | ||||||||||||||||||||||||
Impact of anti-dilution clauses | - | NA | 385,292 | NA | ||||||||||||||||||||||||
Impact of amendment | - | NA | (496,061 | ) | NA | |||||||||||||||||||||||
Exercised | - | NA | - | - | ||||||||||||||||||||||||
Forfeited, expired or cancelled | (29,817 | ) | 50.58 | (148,829 | ) | 66.92 | ||||||||||||||||||||||
Outstanding, December 31, 2013 | 179,437 | 24.28 | 6.2 | 2,406,282 | 6.33 | 4.5 | ||||||||||||||||||||||
Granted or issued | 141,134 | 4.77 | 4,262,436 | 5.44 | ||||||||||||||||||||||||
Exercised | - | NA | - | - | ||||||||||||||||||||||||
Forfeited, expired or cancelled | (50,929 | ) | 34.61 | (164,759 | ) | 5.24 | ||||||||||||||||||||||
Outstanding, December 31, 2014 | 269,642 | $ | 12.12 | 7.9 | 6,503,959 | $ | 5.77 | 4.3 | ||||||||||||||||||||
Exercisable, December 31, 2014 | 138,671 | $ | 18.5 | 6.2 | 5,322,264 | $ | 5.88 | 4.1 | ||||||||||||||||||||
Share-based compensation expenses included in selling, general and administrative expenses | Share-based compensation expenses related to option and stock grants issued to employees and directors are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands): | |||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||
Stock Options: | ||||||||||||||||||||||||||||
Consultants | $ | 4 | $ | 16 | ||||||||||||||||||||||||
Directors | 11 | 262 | ||||||||||||||||||||||||||
Employees | 132 | 127 | ||||||||||||||||||||||||||
Executive officers | 136 | 133 | ||||||||||||||||||||||||||
Stock: | ||||||||||||||||||||||||||||
Directors | 332 | - | ||||||||||||||||||||||||||
Executive officers | 114 | - | ||||||||||||||||||||||||||
Total share-based compensation expense | $ | 729 | $ | 538 | ||||||||||||||||||||||||
Summary of option activity | The following table summarizes option activity during 2014 and 2013: | |||||||||||||||||||||||||||
Employees and Directors | Consultants | |||||||||||||||||||||||||||
Weighted | Weighted | Total | ||||||||||||||||||||||||||
Shares | Average | Shares | Average | Shares | ||||||||||||||||||||||||
Underlying | Exercise | Underlying | Exercise | Underlying | ||||||||||||||||||||||||
Options | Price | Options | Price | Options | ||||||||||||||||||||||||
Outstanding, January 1, 2013 | 158,304 | $ | 26 | 10,950 | $ | 106 | 169,254 | |||||||||||||||||||||
Granted | 38,750 | 15.36 | 1,250 | 16 | 40,000 | |||||||||||||||||||||||
Forfeited, expired or cancelled | (27,317 | ) | 27.75 | (2,500 | ) | 300 | (29,817 | ) | ||||||||||||||||||||
Exercised | - | NA | - | NA | - | |||||||||||||||||||||||
Outstanding, December 31, 2013 | 169,737 | $ | 23.13 | 9,700 | $ | 44.45 | 179,437 | |||||||||||||||||||||
Granted | 141,134 | 4.77 | - | NA | 141,134 | |||||||||||||||||||||||
Forfeited, expired or cancelled | (50,929 | ) | 34.61 | - | NA | (50,929 | ) | |||||||||||||||||||||
Exercised | - | NA | - | NA | - | |||||||||||||||||||||||
Outstanding, December 31, 2014 | 259,942 | $ | 10.91 | 9,700 | $ | 44.45 | 269,642 | |||||||||||||||||||||
Exercisable, December 31, 2014 | 129,539 | $ | 16.8 | 9,132 | $ | 42.62 | 138,671 | |||||||||||||||||||||
Weighted-average assumptions used in valuing stock options | The following are the assumptions used in valuing stock options: | |||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||
Assumed volatility | 119.90% | 119.2%-122.3% | ||||||||||||||||||||||||||
(121.1% weighted average) | ||||||||||||||||||||||||||||
Assumed risk free interest rate | 1.70% | 0.7%-1.4% | ||||||||||||||||||||||||||
(0.9% weighted average) | ||||||||||||||||||||||||||||
Average expected life of options (in years) | 6.2 | 6.2 | ||||||||||||||||||||||||||
Expected dividends | - | - | ||||||||||||||||||||||||||
Forfeiture rate | 5% | 5% | ||||||||||||||||||||||||||
Summary of information related to outstanding and exercisable options | The following table summarizes information related to outstanding and exercisable options: | |||||||||||||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||||||||||
Outstanding | Exercisable | |||||||||||||||||||||||||||
Range of Exercise | Shares | Weighted | Weighted | Shares | Weighted | Weighted | ||||||||||||||||||||||
Prices | Underlying | Average | Average | Underlying | Average | Average | ||||||||||||||||||||||
Options | Exercise | Remaining | Options | Exercise | Remaining | |||||||||||||||||||||||
Price | Contractual | Price | Contractual | |||||||||||||||||||||||||
Life (Years) | Life (Years) | |||||||||||||||||||||||||||
$ | 4.77 | 141,134 | $ | 4.77 | 9.6 | 15,671 | $ | 4.77 | 9.6 | |||||||||||||||||||
$ | 6.00 -$16.00 | 116,217 | 15.79 | 6.1 | 111,277 | 15.79 | 6.1 | |||||||||||||||||||||
$ | 28 | 1,457 | 28 | 7.2 | 1,457 | 28 | 7.2 | |||||||||||||||||||||
$ | 40 | 2,834 | 40 | 6.8 | 2,834 | 40 | 6.8 | |||||||||||||||||||||
$ | 60 | 5,000 | 60 | 0.1 | 5,000 | 60 | 0.1 | |||||||||||||||||||||
$ | 74 | 2,500 | 74 | 6.2 | 1,932 | 74 | 6.2 | |||||||||||||||||||||
$ | 242 | 500 | 242 | 1 | 500 | 242 | 1 | |||||||||||||||||||||
$ | 4.77 to $242.00 | 269,642 | $ | 12.12 | 7.9 | 138,671 | $ | 18.5 | 6.2 | |||||||||||||||||||
Summary of warrant activity | The following table summarizes equity and liability warrant activity during 2014 and 2013: | |||||||||||||||||||||||||||
Equity Warrants | Liability Warrants | |||||||||||||||||||||||||||
Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||||||||||||
Underlying | Average | Average | Underlying | Average | Average | |||||||||||||||||||||||
Exercise | Remaining | Exercise | Remaining | |||||||||||||||||||||||||
Price | Contractual | Price | Contractual | |||||||||||||||||||||||||
Life (Years) | Life (Years) | |||||||||||||||||||||||||||
Balance, January 1, 2013 | 5,756 | $ | 90 | 2.4 | 801,013 | $ | 24 | 3.5 | ||||||||||||||||||||
Granted | 1,820,711 | 7 | 38,400 | 16 | ||||||||||||||||||||||||
Impact of antidilution clauses | - | NA | 385,292 | NA | ||||||||||||||||||||||||
Impact of amendment | (8,711 | ) | NA | (487,350 | ) | NA | ||||||||||||||||||||||
Exercised | - | NA | - | NA | ||||||||||||||||||||||||
Forfeited, expired or cancelled | (2,722 | ) | 137.6 | (146,107 | ) | 65.6 | ||||||||||||||||||||||
Outstanding, December 31, 2013 | 1,815,034 | 6.69 | 5 | 591,248 | 5.24 | 2.9 | ||||||||||||||||||||||
Granted | 4,262,436 | 5.44 | - | NA | ||||||||||||||||||||||||
Exercised | - | NA | - | NA | ||||||||||||||||||||||||
Forfeited, expired or cancelled | - | NA | (164,759 | ) | 5.24 | |||||||||||||||||||||||
Outstanding, December 31, 2014 | 6,077,470 | $ | 5.81 | 4.4 | 426,489 | $ | 5.24 | 2.9 | ||||||||||||||||||||
Exercisable, December 31, 2014 | 4,895,775 | $ | 5.94 | 4.2 | 426,489 | $ | 5.24 | 2.9 | ||||||||||||||||||||
Summary of information related to outstanding and exercisable warrants | The following table summarizes information related to outstanding and exercisable warrants: | |||||||||||||||||||||||||||
Outstanding | Exercisable | |||||||||||||||||||||||||||
Range of Exercise | Type of | Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||||||||||
Prices | Warrant | Under | Average | Average | Under | Average | Average | |||||||||||||||||||||
Warrants | Exercise | Remaining | Warrants | Exercise | Remaining | |||||||||||||||||||||||
Price | Contractual | Price | Contractual | |||||||||||||||||||||||||
Life (Years) | Life (Years) | |||||||||||||||||||||||||||
$ | 5.24 | Liability (1) | 426,489 | $ | 5.24 | 2.9 | 426,489 | $ | 5.24 | 2.9 | ||||||||||||||||||
$ | 5.25 to $5.87 | Equity | 4,006,670 | 5.37 | 4.6 | 2,824,975 | 5.41 | 4.3 | ||||||||||||||||||||
$ | 6.55 to $6.63 | Equity | 2,055,767 | 6.55 | 4 | 2,055,767 | 6.55 | 4 | ||||||||||||||||||||
$ | 16.00 to $16.80 | Equity | 12,004 | 16.4 | 3.5 | 12,004 | 16.4 | 3.5 | ||||||||||||||||||||
$ | 46.8 | Equity | 3,029 | 46.8 | 1.9 | 3,029 | 46.8 | 1.9 | ||||||||||||||||||||
6,503,959 | $ | 5.77 | 4.3 | 5,322,264 | $ | 5.88 | 4.1 | |||||||||||||||||||||
-1 | The warrants contain full ratchet anti-dilution provisions. |
DEBT_Tables
DEBT (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
DEBT [Abstract] | |||||||||||||
Current and long-term debt | The following table summarizes current and long-term portions of debt as of December 31, 2014 and 2013(in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Corporate segment: | |||||||||||||
Senior revolving note, net | $ | - | $ | 1,988 | |||||||||
Subordinated notes, net | 4,978 | 4,262 | |||||||||||
Other | 157 | - | |||||||||||
5,135 | 6,250 | ||||||||||||
Brazil segment: | |||||||||||||
Capital expansion loans | 3,629 | 4,795 | |||||||||||
Working capital lines of credit | 2,408 | 3,213 | |||||||||||
Advances on customer export orders | 1,810 | 2,386 | |||||||||||
Special tax programs | 3,016 | 2,351 | |||||||||||
Other | 98 | 174 | |||||||||||
10,961 | 12,919 | ||||||||||||
Total debt | 16,096 | 19,169 | |||||||||||
Current portion | 4,808 | 8,250 | |||||||||||
Long-term portion | $ | 11,288 | $ | 10,919 | |||||||||
Required future minimum payments on debt | Required future minimum payments on our debt as of December 31, 2014, follow (in thousands). | ||||||||||||
Corporate | Brazil | ||||||||||||
Segment | Segment | Total | |||||||||||
2015 | 50 | 4,758 | 4,808 | ||||||||||
2016 | 6,591 | 1,045 | 7,636 | ||||||||||
2017 | 64 | 822 | 886 | ||||||||||
2018 | - | 764 | 764 | ||||||||||
2019 | - | 699 | 699 | ||||||||||
Thereafter | - | 2,873 | 2,873 | ||||||||||
6,705 | 10,961 | 17,666 | |||||||||||
Discount | (1,570 | ) | - | (1,570 | ) | ||||||||
Total debt | $ | 5,135 | $ | 10,961 | $ | 16,096 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
INCOME TAXES [Abstract] | |||||||||
Deferred tax assets and liabilities | Deferred tax assets (liabilities) are comprised of the following (in thousands): | ||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
United States | |||||||||
Net operating loss carryforwards | $ | 2,503 | $ | 43,328 | |||||
Gain on sale of membership interests in Nutra SA | 369 | 403 | |||||||
Stock options and warrants | 625 | 1,199 | |||||||
Intangible assets | (797 | ) | 1,194 | ||||||
Property | (80 | ) | 6,832 | ||||||
Capitalized expenses | 525 | 652 | |||||||
Debt and deferred financing | (116 | ) | (112 | ) | |||||
Other | 642 | 451 | |||||||
Net deferred tax assets | 3,671 | 53,947 | |||||||
Less: Valuation allowance | (3,896 | ) | (53,947 | ) | |||||
Deferred tax asset (liability) | (225 | ) | - | ||||||
Brazil | |||||||||
Intangible assets | (28 | ) | (228 | ) | |||||
Property | (1,141 | ) | (1,555 | ) | |||||
Net operating loss carryforwards | 4,666 | 2,381 | |||||||
Other | 370 | 285 | |||||||
Net deferred tax assets | 3,867 | 883 | |||||||
Less: Valuation allowance | (3,867 | ) | (883 | ) | |||||
Deferred tax asset (liability) | $ | - | $ | - | |||||
Deferred tax asset - current | $ | 171 | $ | - | |||||
Deferred tax liability - long-term | (396 | ) | - | ||||||
$ | (225 | ) | $ | - | |||||
Income (loss) from continuing operations before income taxes | Loss before income taxes is comprised of the following (in thousands): | ||||||||
2014 | 2013 | ||||||||
Foreign | $ | (10,504 | ) | $ | (6,832 | ) | |||
Domestic | (17,427 | ) | (12,247 | ) | |||||
Loss before income taxes | $ | (27,931 | ) | $ | (19,079 | ) | |||
Effective income tax rate reconciliation | Reconciliations between the amount computed by applying the U.S. federal statutory tax rate (34%) to loss before income taxes, and income tax benefit follows (in thousands): | ||||||||
2014 | 2013 | ||||||||
Income tax benefit at federal statutory rate | $ | (9,496 | ) | $ | (6,487 | ) | |||
Increase (decrease) resulting from: | |||||||||
State tax benefit, net of federal tax effect | (206 | ) | (653 | ) | |||||
Change in valuation allowance | (46,511 | ) | 4,927 | ||||||
Adjustment to intangible deferred balances | 484 | - | |||||||
Adjustment to fixed asset deferred balance | 7,450 | - | |||||||
Reduction in deferred balances for forfeited, expired or cancelled options | 597 | 255 | |||||||
Expiration of U.S. net operating losses | 41,756 | 415 | |||||||
Nontaxable fair value adjustment | 411 | 350 | |||||||
Nondeductible convertible debt issuance expenses | 3,179 | 521 | |||||||
Impact of state rate changes | 917 | (677 | ) | ||||||
Nondeductible expenses | 37 | 6 | |||||||
Adjustments to Brazil deferred balances | 15 | - | |||||||
Adjustments to U.S. deferred balances | 63 | (96 | ) | ||||||
Income tax benefit | $ | (1,304 | ) | $ | (1,439 | ) |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
SEGMENT INFORMATION [Abstract] | |||||||||||||||||
Segment information identified and reconciliations of segment information to total consolidated information | The table below presents segment information for the years identified and provides a reconciliation of segment information to total consolidated information (in thousands). | ||||||||||||||||
2014 | |||||||||||||||||
Corporate | USA | Brazil | Consolidated | ||||||||||||||
Revenues | $ | - | $ | 23,096 | $ | 17,012 | $ | 40,108 | |||||||||
Cost of goods sold | - | 16,124 | 19,515 | 35,639 | |||||||||||||
Gross profit | - | 6,972 | (2,503 | ) | 4,469 | ||||||||||||
Depreciation and amortization (in selling, general and administrative) | (52 | ) | (2,137 | ) | (690 | ) | (2,879 | ) | |||||||||
Other operating expenses | (5,941 | ) | (4,133 | ) | (4,280 | ) | (14,354 | ) | |||||||||
Income (loss) from operations | $ | (5,993 | ) | $ | 702 | $ | (7,473 | ) | $ | (12,764 | ) | ||||||
Net income (loss) attributable to RiceBran Technologies shareholders | $ | (16,825 | ) | $ | 702 | $ | (6,906 | ) | $ | (23,029 | ) | ||||||
Interest expense | (7,949 | ) | - | (2,385 | ) | (10,334 | ) | ||||||||||
Depreciation (in cost of goods sold) | - | (1,022 | ) | (2,648 | ) | (3,670 | ) | ||||||||||
Purchases of property | 152 | 2,251 | 3,020 | 5,423 | |||||||||||||
Property, net, end of period | 135 | 9,360 | 15,258 | 24,753 | |||||||||||||
Goodwill, end of period | - | 790 | 3,641 | 4,431 | |||||||||||||
Intangible assets, net, end of period | - | 2,658 | 82 | 2,740 | |||||||||||||
Total assets, end of period | 4,212 | 17,854 | 24,018 | 46,084 | |||||||||||||
2013 | |||||||||||||||||
Corporate | USA | Brazil | Consolidated | ||||||||||||||
Revenues | $ | - | $ | 12,023 | $ | 23,028 | $ | 35,051 | |||||||||
Cost of goods sold | - | 9,078 | 22,028 | 31,106 | |||||||||||||
Gross profit | - | 2,945 | 1,000 | 3,945 | |||||||||||||
Depreciation and amortization (in selling, general and administrative) | (24 | ) | (469 | ) | (756 | ) | (1,249 | ) | |||||||||
Impairment of property | - | (300 | ) | - | (300 | ) | |||||||||||
Other operating expenses | (5,918 | ) | (2,006 | ) | (4,442 | ) | (12,366 | ) | |||||||||
Income (loss) from operations | $ | (5,942 | ) | $ | 170 | $ | (4,198 | ) | $ | (9,970 | ) | ||||||
Net income (loss) attributable to RiceBran Technologies shareholders | $ | (12,418 | ) | $ | 170 | $ | (2,773 | ) | $ | (15,021 | ) | ||||||
Interest expense | (1,950 | ) | - | (1,984 | ) | (3,934 | ) | ||||||||||
Depreciation (in cost of goods sold) | - | (926 | ) | (1,873 | ) | (2,799 | ) | ||||||||||
Purchases of property | 21 | 191 | 2,907 | 3,119 | |||||||||||||
Property, net, end of period | 55 | 7,231 | 17,672 | 24,958 | |||||||||||||
Goodwill, end of period | - | - | 4,139 | 4,139 | |||||||||||||
Intangible assets, net, end of period | - | 745 | 672 | 1,417 | |||||||||||||
Total assets, end of period | 6,039 | 9,796 | 28,743 | 44,578 | |||||||||||||
Revenues by geographic area | The following table presents revenues data by geographic area shipped to (in thousands): | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 21,381 | $ | 12,869 | |||||||||||||
Brazil | 14,257 | 17,861 | |||||||||||||||
Other international | 4,470 | 4,321 | |||||||||||||||
Total revenues | $ | 40,108 | $ | 35,051 |
FAIR_VALUE_MEASUREMENT_Tables
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 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-Dec-14 | |||||||||||||||||||||||||
Derivative warrant liabilities | -1 | $ | - | $ | - | $ | (955 | ) | $ | (955 | ) | ||||||||||||||
Total liabilities at fair value | $ | - | $ | - | $ | (955 | ) | $ | (955 | ) | |||||||||||||||
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. | ||||||||||||||||||||||||
Additional assumptions used to calculate fair value | 31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||
Risk-free interest rate | 0.1% - 1.0% | 0.1% - 0.6% | |||||||||||||||||||||||
(0.7% weighted average) | (0.5% weighted average) | ||||||||||||||||||||||||
Expected volatility | 95% | 107% | |||||||||||||||||||||||
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): | ||||||||||||||||||||||||
Total | Change in | ||||||||||||||||||||||||
Realized | Unrealized | ||||||||||||||||||||||||
Fair Value | and | Net | Gains | ||||||||||||||||||||||
as of | Unrealized | Issuance of | Transfers | Fair Value, | (Losses) on | ||||||||||||||||||||
Beginning | Gains | New | (Into) Out of | at End of | Instruments | ||||||||||||||||||||
of Period | (Losses) | Instruments | Level 3 | Period | Still Held | ||||||||||||||||||||
2014 | (1 | ) | |||||||||||||||||||||||
Derivative warrant liability | $ | (1,685 | ) | $ | (1,151 | ) | $ | (7,021 | ) | $ | 8,902 | -2 | $ | (955 | ) | $ | 546 | ||||||||
Derivative conversion liability | - | (58 | ) | (589 | ) | 647 | -3 | - | NA | ||||||||||||||||
Total Level 3 fair value | $ | (1,685 | ) | $ | (1,209 | ) | $ | (7,610 | ) | $ | 9,549 | $ | (955 | ) | $ | 546 | |||||||||
2013 | (1 | ) | |||||||||||||||||||||||
Derivative warrant liability | $ | (4,520 | ) | $ | (950 | ) | $ | (575 | ) | $ | 4,360 | -4 | $ | (1,685 | ) | $ | (372 | ) | |||||||
Derivative conversion liability | (2,199 | ) | (80 | ) | (598 | ) | 2,877 | -5 | - | NA | |||||||||||||||
Total Level 3 fair value | $ | (6,719 | ) | $ | (1,030 | ) | $ | (1,173 | ) | $ | 7,237 | $ | (1,685 | ) | $ | (372 | ) | ||||||||
-1 | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. | ||||||||||||||||||||||||
-2 | Represents transfers to equity as a result of increases in authorized and unissued shares of common stock available for settlement of certain warrants. | ||||||||||||||||||||||||
-3 | Represents reduction in conversion liability as a result of debt conversions. | ||||||||||||||||||||||||
-4 | Represents fair value of warrants cancelled in connection with the Exchange. | ||||||||||||||||||||||||
-5 | Represents $2.8 million fair value of conversion liabilities when eliminated in connection with the Modification and $0.1 million as a result of conversions of debt. | ||||||||||||||||||||||||
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): | ||||||||||||||||||||||||
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 | USA segment 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. Fair value was 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. |
LIQUIDITY_MANAGEMENT_PLANS_AND1
LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Location | |
LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS [Abstract] | |
Number of reportable 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 Revenues [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage (in hundredths) | 82.00% |
DRB Products [Member] | Brazil 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) | 39.00% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Dec. 31, 2014 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Percentage of decrease in value of foreign currency | 17.00% |
LOSS_PER_SHARE_EPS_Details
LOSS PER SHARE (EPS) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
NUMERATOR [Abstract] | ||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | ($23,029) | ($15,021) |
DENOMINATOR [Abstract] | ||
Basic EPS - weighted average number of shares outstanding (in shares) | 5,809,364 | 1,160,196 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 5,809,364 | 1,160,196 |
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) | 201,584 | 179,493 |
Average exercise price of options (in dollars per share) | $18.56 | $26.90 |
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) | 4,651,380 | 809,311 |
Average exercise price of warrants (in dollars per share) | $5.92 | $17.71 |
Convertible Notes [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 | 414,683 |
Nonvested Stock [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) | 87,167 | 0 |
HN_ACQUISITION_Details
H&N ACQUISITION (Details) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | ||
Jan. 02, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2012 | |
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 | 1,314,000 | ||||
Inventories | 1,109,000 | ||||
Property | 963,000 | ||||
Identified intangible asset | 3,847,000 | ||||
Deferred income taxes, net | -1,529,000 | ||||
Financial liabilities | -1,709,000 | ||||
Net recognized amounts of identifiable assets acquired | 3,995,000 | ||||
Goodwill - USA segment | 790,000 | 4,431,000 | 4,139,000 | 4,773,000 | |
Amortization of intangible in 2015 | 1,000,000 | ||||
Amortization of intangible in 2016 | 100,000 | ||||
Revenues | 40,108,000 | 35,051,000 | |||
H and N [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] | |||||
Amount payable upon resolution of certain contingencies | 200,000 | ||||
Fair value of trade receivables | 100,000 | ||||
Revenues | 12,100,000 | ||||
Acquired cash | 1,075,000 | ||||
H and N [Member] | Customer Relationships [Member] | |||||
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract] | |||||
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 | 900,000 | ||||
H and N [Member] | Subsequent Event [Member] | Customer Relationships [Member] | |||||
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract] | |||||
Acquired intangible assets | $3,800,000 |
REDEEMABLE_NONCONTROLLING_INTE2
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||
Cash and cash equivalents | $3,610,000 | $5,091,000 | $1,040,000 |
Other current assets (restricted $1,980 and $1,967) | 1,071,000 | 833,000 | |
Property, net (restricted $3,727 and $4,969) | 24,753,000 | 24,958,000 | |
Other noncurrent assets | 88,000 | 532,000 | |
Total assets | 46,084,000 | 44,578,000 | |
Current liabilities | 15,130,000 | 18,961,000 | |
Current portion of long-term debt (nonrecourse) | 4,808,000 | 8,250,000 | |
Long-term debt, less current portion (nonrecourse) | 11,288,000 | 10,919,000 | |
Total liabilities | 27,769,000 | 31,565,000 | |
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||
Redeemable noncontrolling interest in Nutra SA, beginning of period | 7,177,000 | ||
Redeemable noncontrolling interest in Nutra SA, end of period | 2,643,000 | ||
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 non-Yield 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. | ||
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. | ||
Nutra SA [Member] | |||
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||
Cash and cash equivalents | 269,000 | 1,686,000 | |
Other current assets (restricted $1,980 and $1,967) | 4,735,000 | 4,546,000 | |
Property, net (restricted $3,727 and $4,969) | 15,258,000 | 17,672,000 | |
Goodwill and intangibles, net | 3,722,000 | 4,812,000 | |
Other noncurrent assets | 34,000 | 27,000 | |
Total assets | 24,018,000 | 28,743,000 | |
Current liabilities | 5,346,000 | 6,514,000 | |
Current portion of long-term debt (nonrecourse) | 4,758,000 | 6,262,000 | |
Long-term debt, less current portion (nonrecourse) | 6,203,000 | 6,658,000 | |
Total liabilities | 16,307,000 | 19,434,000 | |
Restricted portion of other current assets | 1,980,000 | 1,967,000 | |
Variable interest entity restricted portion of property, net | 3,727,000 | 4,969,000 | |
NutraCea [Member] | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||
Number of representatives in management committee | 3 | ||
Number of representatives in management committee upon default | 2 | ||
NutraCea [Member] | Nutra SA [Member] | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||
Redeemable noncontrolling interest in Nutra SA, beginning of period | 7,177,000 | 9,262,000 | |
Investors' interest in net loss of Nutra SA | -3,598,000 | -2,619,000 | |
Investors' interest in accumulated other comprehensive income of Nutra SA | -483,000 | -666,000 | |
Investors' purchase of additional units | 120,000 | 1,200,000 | |
Accumulated Yield classified as other current liability | -573,000 | 0 | |
Redeemable noncontrolling interest in Nutra SA, end of period | 2,643,000 | 7,177,000 | |
Investors' average interest in Nutra SA (in hundredths) | 40.00% | 49.00% | |
Investors' interest in Nutra SA as of period end (in hundredths) | 34.70% | 45.90% | |
Investors [Member] | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||
Number of representatives in management committee | 2 | ||
Number of representatives in management committee upon default | 3 | ||
Investors [Member] | Nutra SA [Member] | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||
Additional contributions | 10,300,000 | 3,900,000 | |
Yield earned beginning in January, 2014 (in hundredths) | 4.00% | ||
Accrued yield in other expense | 600,000 | ||
Drag along right termination amount | $50,000,000 |
CONCENTRATION_OF_CREDIT_RISK_D
CONCENTRATION OF CREDIT RISK (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Concentration Risk [Line Items] | ||
Number of employees | 295 | |
Accounts receivable, net allowance for doubtful accounts | 3,055 | 2,673 |
Brazil [Member] | ||
Concentration Risk [Line Items] | ||
Number of employees | 232 | |
Accounts receivable, net allowance for doubtful accounts | 2,000 | |
One Customer [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 9.00% | 10.00% |
One Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 10.00% | 9.00% |
One Customer [Member] | USA [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 28.00% | 0.00% |
One Customer [Member] | USA [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 2.90% | |
Second customer [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 5.00% | 11.00% |
Second customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 16.00% | 30.00% |
Second customer [Member] | USA [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 0.00% | 6.00% |
Second customer [Member] | USA [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 0.00% | 0.00% |
Third customer [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 9.00% | 5.00% |
Third customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 4.00% | 3.00% |
Third customer [Member] | Brazil [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 3.00% | 5.00% |
Third customer [Member] | Brazil [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 7.00% | 16.00% |
Fourth customer [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 6.00% | 7.00% |
Fourth customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 0.00% | 9.00% |
Fourth customer [Member] | Brazil [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 3.00% | 9.00% |
Fourth customer [Member] | Brazil [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 22.00% | 4.00% |
Fifth customer [Member] | Brazil [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 4.00% | 9.00% |
Fifth customer [Member] | Brazil [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 3.00% | 10.00% |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
INVENTORIES [Abstract] | ||
Finished goods | $1,103 | $1,194 |
Work in process | 380 | 546 |
Raw materials | 1,441 | 441 |
Packaging supplies | 584 | 249 |
Total inventories | $3,508 | $2,430 |
PROPERTY_Details
PROPERTY (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property, gross | 40,633 | $39,228 |
Less accumulated depreciation | 15,880 | 14,270 |
Property, net | 24,753 | 24,958 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | 364 | 382 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | 539 | 553 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Plant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | 15,942 | 14,582 |
Plant [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 25 years | |
Plant [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 30 years | |
Computer and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | 1,701 | 1,437 |
Computer and Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Computer and Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | 568 | 200 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 4 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | 21,519 | 14,557 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | 0 | $7,517 |
INTANGIBLE_ASSETS_AND_GOODWILL2
INTANGIBLE ASSETS AND GOODWILL (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 02, 2014 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | $11,857,000 | $8,470,000 | ||
Accumulated amortization | -9,117,000 | -7,053,000 | ||
Net book value | 2,740,000 | 1,417,000 | ||
Future estimated amortization expense [Abstract] | ||||
2015 | 1,500,000 | |||
2016 | 1,000,000 | |||
2017 | 100,000 | |||
2018 | 100,000 | |||
Goodwill [Roll Forward] | ||||
Goodwill, beginning of period | 790,000 | 4,773,000 | ||
Goodwill, end of period | 4,431,000 | 4,139,000 | 790,000 | 4,773,000 |
USA Segment [Member] | ||||
Goodwill [Roll Forward] | ||||
Acquisition of HN | 790,000 | 0 | ||
Brazil Segment [Member] | ||||
Goodwill [Roll Forward] | ||||
Effect of foreign currency translation | -498,000 | -634,000 | ||
Patents [Member] | USA Segment [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 1,697,000 | 1,697,000 | ||
Accumulated amortization | -1,296,000 | -1,170,000 | ||
Net book value | 401,000 | 527,000 | ||
Estimated useful life | 17 years | |||
Trademarks [Member] | USA Segment [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 76,000 | 48,000 | ||
Accumulated amortization | 0 | -41,000 | ||
Net book value | 76,000 | 7,000 | ||
Trademarks [Member] | Brazil Segment [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 2,607,000 | 2,964,000 | ||
Accumulated amortization | -2,547,000 | -2,472,000 | ||
Net book value | 60,000 | 492,000 | ||
Estimated useful life | 7 years | |||
Customer Lists [Member] | USA Segment [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 6,524,000 | 2,677,000 | ||
Accumulated amortization | -4,343,000 | -2,466,000 | ||
Net book value | 2,181,000 | 211,000 | ||
Customer Lists [Member] | USA Segment [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 7 years | |||
Customer Lists [Member] | USA Segment [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 3 years | |||
Customer Lists [Member] | Brazil Segment [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 953,000 | 1,084,000 | ||
Accumulated amortization | -931,000 | -904,000 | ||
Net book value | $22,000 | $180,000 | ||
Estimated useful life | 7 years |
EQUITY_AND_SHAREBASED_COMPENSA2
EQUITY AND SHARE-BASED COMPENSATION, STOCK, CONVERTIBLE NOTE AND WARRANTS OFFERINGS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||
Jun. 15, 2014 | Oct. 28, 2013 | Oct. 31, 2014 | Jun. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | 31-May-14 | Mar. 31, 2014 | Apr. 30, 2014 | 31-May-13 | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||||||||
Reverse stock split | 200 to 1 | ||||||||||||
Common stock, shares authorized (in shares) | 2,500,000 | 25,000,000 | 2,500,000 | 2,500,000 | 25,000,000 | 6,000,000 | 2,500,000 | ||||||
Common stock issue price (in dollars per share) | $5.40 | $5.29 | $5.24 | $5.24 | $5.24 | $5.24 | |||||||
Warrants to purchase shares of common stock (in shares) | 265,000 | 1,181,695 | 708,750 | 162,586 | 1,714,286 | 1,714,286 | 1,714,286 | ||||||
Value of common stock per underlying share (in dollars per share) | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | ||||||||
Proceeds from offering | $7,600,000 | ||||||||||||
Offering expense | 1,400,000 | ||||||||||||
Exercise price per warrant (in dollars per share) | $5.25 | $5.27 | $6.55 | ||||||||||
Number of shares issued under warrant (in shares) | 1 | 8,130 | 85,715 | 85,715 | 85,715 | ||||||||
Expiration date of warrant | 30-Jun-19 | 30-Apr-20 | 30-Jun-19 | 31-Dec-18 | 31-Dec-18 | ||||||||
Proceeds from issuance of warrants, net of costs | 800,000 | 5,379,000 | 575,000 | ||||||||||
Warrants offering expenses | 100,000 | 700,000 | |||||||||||
Proceeds allocated to equity | 800,000 | 8,900,000 | |||||||||||
Derivative warrant liabilities | 1,685,000 | 955,000 | 1,685,000 | 1,685,000 | |||||||||
Common stock issued during period ( in shares) | 1,181,695 | 1,417,500 | 162,586 | 1,714,286 | |||||||||
Contribution to Nutra SA | 3,000,000 | ||||||||||||
Underwriter [Member] | |||||||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||||||||
Exercise price per warrant (in dollars per share) | $5.27 | $6.63 | |||||||||||
Number of shares issued under warrant (in shares) | 94,536 | 85,050 | |||||||||||
Expiration date of warrant | 31-Oct-19 | 30-Jun-19 | |||||||||||
Proceeds from issuance of warrants, net of costs | 5,800,000 | 6,800,000 | |||||||||||
Warrants offering expenses | 600,000 | 700,000 | |||||||||||
2013 Subordinated Notes and Subordinated Convertible Notes [Member] | |||||||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||||||||
Warrants to purchase shares of common stock (in shares) | 496,060 | 496,060 | 496,060 | ||||||||||
Principal amount on note | 500,000 | 500,000 | 500,000 | ||||||||||
Common stock issued during period ( in shares) | 134,250 | ||||||||||||
Proposed reduced interest rate on debt instrument (in hundredths) | 5.00% | 5.00% | 5.00% | ||||||||||
Stated annual interest rate (in hundredths) | 10.00% | 10.00% | 10.00% | ||||||||||
Maturity date of note | 31-Jul-16 | ||||||||||||
Threshold amount to remove conversion feature | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||
Shares exchanged to purchase shares of common stock (in shares) | 1,554,734 | 1,554,734 | 1,554,734 | ||||||||||
Warrants issued to note holders for antidilution protection (in shares) | 441,395 | 441,395 | 441,395 | ||||||||||
Convertible Note [Member] | |||||||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||||||||
Warrants to purchase shares of common stock (in shares) | 357,075 | 1,399,614 | |||||||||||
Exercise price per warrant (in dollars per share) | $5.87 | $5.25 | $5.25 | ||||||||||
Expiration date of warrant | 31-May-19 | 31-Mar-19 | |||||||||||
Proceeds from issuance of warrants, net of costs | 1,100,000 | 4,300,000 | |||||||||||
Warrants offering expenses | 200,000 | 600,000 | |||||||||||
Principal amount on note | 1,200,000 | 4,900,000 | |||||||||||
Percentage of common stock underlying the warrants (in hundredths) | 15.80% | ||||||||||||
Proceeds allocated to equity | 400,000 | ||||||||||||
Derivative warrant liabilities | 2,000,000 | 5,000,000 | |||||||||||
Warrants financing expenses | 1,000,000 | 1,100,000 | |||||||||||
Contribution to Nutra SA | $500,000 | $1,000,000 |
EQUITY_AND_SHAREBASED_COMPENSA3
EQUITY AND SHARE-BASED COMPENSATION, DEBT CONVERSIONS AND WARRANTS RECLASSIFIED (Details) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Jan. 31, 2014 | 31-May-14 | Mar. 31, 2014 | |
USD ($) | USD ($) | USD ($) | BRL | Convertible Promissory Note [Member] | Convertible Note [Member] | Convertible Note [Member] | |
USD ($) | USD ($) | ||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||
Principal amount on note | $3,300,000 | ||||||
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% | ||||||
Fair value of convertible promissory note at issue date | 2,200,000 | ||||||
Fair value of conversion feature of convertible note | 600,000 | ||||||
Effective interest rate (in hundredths) | 18.90% | ||||||
Common shares issued on conversion of convertible promissory note (in shares) | 543,894 | ||||||
Loss on extinguishment | -906,000 | -2,891,000 | 900,000 | ||||
Fair value of common stock issued | 3,900,000 | ||||||
Carrying value of Promissory notes | 8,100,000 | 2,400,000 | |||||
Conversion feature of note | 600,000 | ||||||
Maturity date of note | 31-Jul-16 | 31-Jul-16 | |||||
Stated annual interest rate (in hundredths) | 5.00% | 5.00% | |||||
Maximum accumulated interest on outstanding notes | 100,000 | ||||||
Conversion price (in dollars per share) | $5.25 | ||||||
Conversion of common stock (in shares) | 1,180,567 | ||||||
Interest expense | 10,334,000 | 3,934,000 | 6,200,000 | ||||
Increase in value of common stock underlying notes | 6,200,000 | ||||||
Total Increase in number of shares authorized (in shares) | 19,000,000 | ||||||
Proceeds allocated to equity | $800,000 | $8,900,000 |
EQUITY_AND_SHAREBASED_COMPENSA4
EQUITY AND SHARE-BASED COMPENSATION, STOCK OPTION AND WARRANT ACTIVITY (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Options [Member] | |||
Shares Under Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 179,437 | 169,254 | |
Granted or issued (in shares) | 141,134 | 40,000 | |
Impact of anti-dilution clauses (in shares) | 0 | ||
Impact of amendment (in shares) | 0 | ||
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | -50,929 | -29,817 | |
Outstanding at end of period (in shares) | 269,642 | 179,437 | 169,254 |
Exercisable at end of period (in shares) | 138,671 | ||
Options, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $24.28 | $32 | |
Granted or issued (in dollars per share) | $4.77 | $15.38 | |
Forfeited, expired or cancelled (in dollars per share) | $34.61 | $50.58 | |
Outstanding at end of period (in dollars per share) | $12.12 | $24.28 | $32 |
Exercisable at end of period (in dollars per share) | $18.50 | ||
Options, Additional Disclosures [Abstract] | |||
Outstanding, weighted average remaining contractual life | 7 years 10 months 24 days | 6 years 2 months 12 days | 6 years 3 months 18 days |
Exercisable, weighted average remaining contractual life | 6 years 2 months 12 days | ||
Equity and Liability Warrants [Member] | |||
Shares Under Warrants [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 2,406,282 | 806,769 | |
Granted or issued (in shares) | 4,262,436 | 1,859,111 | |
Impact of anti-dilution clauses (in shares) | 385,292 | ||
Impact of amendment (in shares) | -496,061 | ||
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | -164,759 | -148,829 | |
Outstanding at end of period (in shares) | 6,503,959 | 2,406,282 | 806,769 |
Exercisable at end of period (in shares) | 5,322,264 | ||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $6.33 | $24 | |
Granted (in dollars per share) | $5.44 | $6.85 | |
Exercised (in dollars per share) | $0 | $0 | |
Forfeited, expired or cancelled (in dollars per share) | $5.24 | $66.92 | |
Outstanding at end of period (in dollars per share) | $5.77 | $6.33 | $24 |
Exercisable at end of period (in dollars per share) | $5.88 | ||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||
Outstanding, weighted average remaining contractual life | 4 years 3 months 18 days | 4 years 6 months | 3 years 6 months |
Exercisable, weighted average remaining contractual life | 4 years 1 month 6 days |
EQUITY_AND_SHAREBASED_COMPENSA5
EQUITY AND SHARE-BASED COMPENSATION, EQUITY INCENTIVE PLANS (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Common stock, shares issued (in shares) | 9,383,571 | 2,832,014 | |
Common stock, shares outstanding (in shares) | 9,383,571 | 2,832,014 | |
Total share based compensation expense | $729,000 | $538,000 | |
Director and Executive Officers [Member] | Vesting in August 2015 [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 44,026 | ||
Options [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 269,642 | 179,437 | 169,254 |
Granted (in dollars per share) | $4.77 | $15.38 | |
Granted (in shares) | 141,134 | 40,000 | |
Options [Member] | Consultants [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 9,700 | 9,700 | 10,950 |
Granted (in dollars per share) | $16 | ||
Granted (in shares) | 0 | 1,250 | |
Total share based compensation expense | 4,000 | 16,000 | |
Options [Member] | Director [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Total share based compensation expense | 11,000 | 262,000 | |
Options [Member] | Employee [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Total share based compensation expense | 132,000 | 127,000 | |
Options [Member] | Executive Officers [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Total share based compensation expense | 136,000 | 133,000 | |
Stock [Member] | Director [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Total share based compensation expense | 332,000 | 0 | |
Stock [Member] | Executive Officers [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Total share based compensation expense | 114,000 | 0 | |
Equity Incentive Plan 2014 [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Initially reserved (in shares) | 1,600,000 | ||
Options issued to purchase common stock (in shares) | 141,134 | ||
Options outstanding (in shares) | 141,134 | ||
Common stock, shares issued (in shares) | 281,620 | ||
Common stock, shares outstanding (in shares) | 281,620 | ||
Common stock reserved for future issuance (in shares) | 1,177,246 | ||
Term of options | 10 years | ||
Equity Incentive Plan 2014 [Member] | Director and Executive Officers [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Granted (in dollars per share) | $4.91 | ||
Granted (in shares) | 500,000 | ||
Compensation expense not yet recognized | $900,000 | ||
Period over which compensation expense is recognized | 2 years 3 months 18 days | ||
Equity Incentive Plan 2014 [Member] | Director and Executive Officers [Member] | Vesting in August 2015 [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 52,412 | ||
Equity Incentive Plan 2014 [Member] | Director and Executive Officers [Member] | Vesting in August 2017 [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 185,182 | ||
2010 Plan [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Initially reserved (in shares) | 125,000 | ||
Term of options | 10 years | ||
Additionally reserved - board action (in shares) | 40,000 | ||
Annual increase in number of reserved shares (in hundredths) | 5.00% | ||
2005 Plan [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Term of options | 10 years | ||
Other Plans [Member] | |||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||
Term of options | 10 years | ||
Total outstanding options awarded to current and former directors, employees and consultants | 17,384 |
EQUITY_AND_SHAREBASED_COMPENSA6
EQUITY AND SHARE-BASED COMPENSATION, OPTION ACTIVITY (Details) (Options [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Shares Under Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 179,437 | 169,254 |
Granted (in shares) | 141,134 | 40,000 |
Forfeited, expired or cancelled (in shares) | -50,929 | -29,817 |
Exercised (in shares) | 0 | 0 |
Outstanding at end of period (in shares) | 269,642 | 179,437 |
Exercisable at end of period (in shares) | 138,671 | |
Options, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning of period (in dollars per share) | $24.28 | $32 |
Granted (in dollars per share) | $4.77 | $15.38 |
Forfeited, expired or cancelled (in dollars per share) | $34.61 | $50.58 |
Outstanding at end of period (in dollars per share) | $12.12 | $24.28 |
Exercisable at end of period (in dollars per share) | $18.50 | |
Employees and Directors [Member] | ||
Shares Under Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 169,737 | 158,304 |
Granted (in shares) | 141,134 | 38,750 |
Forfeited, expired or cancelled (in shares) | -50,929 | -27,317 |
Exercised (in shares) | 0 | 0 |
Outstanding at end of period (in shares) | 259,942 | 169,737 |
Exercisable at end of period (in shares) | 129,539 | |
Options, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning of period (in dollars per share) | $23.13 | $26 |
Granted (in dollars per share) | $4.77 | $15.36 |
Forfeited, expired or cancelled (in dollars per share) | $34.61 | $27.75 |
Outstanding at end of period (in dollars per share) | $10.91 | $23.13 |
Exercisable at end of period (in dollars per share) | $16.80 | |
Consultants [Member] | ||
Shares Under Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 9,700 | 10,950 |
Granted (in shares) | 0 | 1,250 |
Forfeited, expired or cancelled (in shares) | 0 | -2,500 |
Exercised (in shares) | 0 | 0 |
Outstanding at end of period (in shares) | 9,700 | 9,700 |
Exercisable at end of period (in shares) | 9,132 | |
Options, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning of period (in dollars per share) | $44.45 | $106 |
Granted (in dollars per share) | $16 | |
Forfeited, expired or cancelled (in dollars per share) | $300 | |
Outstanding at end of period (in dollars per share) | $44.45 | $44.45 |
Exercisable at end of period (in dollars per share) | $42.62 |
EQUITY_AND_SHAREBASED_COMPENSA7
EQUITY AND SHARE-BASED COMPENSATION, ASSUMPTIONS, OPTIONS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Jun. 15, 2014 | Oct. 31, 2014 | Jun. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 |
Director | Director | ||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||||
Fair value of options granted | $4.29 | $11.18 | |||||||
Common stock issued during period ( in shares) | 1,181,695 | 1,417,500 | 162,586 | 1,714,286 | |||||
Expiration date of warrant | 30-Jun-19 | 30-Apr-20 | 30-Jun-19 | 31-Dec-18 | 31-Dec-18 | ||||
Weighted-average assumptions used in valuing stock options [Abstract] | |||||||||
Assumed minimum volatility (in hundredths) | 119.90% | ||||||||
Weighted average volatility (in hundredths) | 121.10% | ||||||||
Assumed risk free interest rate minimum (in hundredths) | 1.70% | ||||||||
Weighted average risk free interest rate (in hundredths) | 0.90% | ||||||||
Expected life of options (in years) | 6 years 2 months 12 days | 6 years 2 months 12 days | |||||||
Expected dividends | $0 | $0 | |||||||
Forfeiture rate (in hundredths) | 5.00% | 5.00% | |||||||
$4.77 [Member] | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Shares Under Options - Outstanding (in shares) | 141,134 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Outstanding | 4 years 9 months 7 days | ||||||||
Weighted Average Exercise Price - Outstanding (in dollars per share) | $9.60 | ||||||||
Shares Under Options - Exercisable (in shares) | 15,671 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Exercisable | 4 years 9 months 7 days | ||||||||
Weighted Average Exercise Price - Exercisable (in dollars per share) | $9.60 | ||||||||
$6.00 -$16.00 [Member] | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Exercise price range, lower range limit (in dollars per share) | $6 | ||||||||
Exercise price range, upper range limit (in dollars per share) | $16 | ||||||||
Shares Under Options - Outstanding (in shares) | 116,217 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Outstanding | 15 years 9 months 14 days | ||||||||
Weighted Average Exercise Price - Outstanding (in dollars per share) | $6.10 | ||||||||
Shares Under Options - Exercisable (in shares) | 111,277 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Exercisable | 15 years 9 months 14 days | ||||||||
Weighted Average Exercise Price - Exercisable (in dollars per share) | $6.10 | ||||||||
$28.00 [Member] | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Shares Under Options - Outstanding (in shares) | 1,457 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Outstanding | 28 years | ||||||||
Weighted Average Exercise Price - Outstanding (in dollars per share) | $7.20 | ||||||||
Shares Under Options - Exercisable (in shares) | 1,457 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Exercisable | 28 years | ||||||||
Weighted Average Exercise Price - Exercisable (in dollars per share) | $7.20 | ||||||||
$40.00 [Member] | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Shares Under Options - Outstanding (in shares) | 2,834 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Outstanding | 40 years | ||||||||
Weighted Average Exercise Price - Outstanding (in dollars per share) | $6.80 | ||||||||
Shares Under Options - Exercisable (in shares) | 2,834 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Exercisable | 40 years | ||||||||
Weighted Average Exercise Price - Exercisable (in dollars per share) | $6.80 | ||||||||
$60.00 [Member] | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Shares Under Options - Outstanding (in shares) | 5,000 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Outstanding | 60 years | ||||||||
Weighted Average Exercise Price - Outstanding (in dollars per share) | $0.10 | ||||||||
Shares Under Options - Exercisable (in shares) | 5,000 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Exercisable | 60 years | ||||||||
Weighted Average Exercise Price - Exercisable (in dollars per share) | $0.10 | ||||||||
$74.00 [Member] | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Shares Under Options - Outstanding (in shares) | 2,500 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Outstanding | 74 years | ||||||||
Weighted Average Exercise Price - Outstanding (in dollars per share) | $6.20 | ||||||||
Shares Under Options - Exercisable (in shares) | 1,932 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Exercisable | 74 years | ||||||||
Weighted Average Exercise Price - Exercisable (in dollars per share) | $6.20 | ||||||||
$242.00 [Member] | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Shares Under Options - Outstanding (in shares) | 500 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Outstanding | 242 years | ||||||||
Weighted Average Exercise Price - Outstanding (in dollars per share) | $1 | ||||||||
Shares Under Options - Exercisable (in shares) | 500 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Exercisable | 242 years | ||||||||
Weighted Average Exercise Price - Exercisable (in dollars per share) | $1 | ||||||||
$4.77 to $242.00 [Member] | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||
Exercise price range, lower range limit (in dollars per share) | $4.77 | ||||||||
Exercise price range, upper range limit (in dollars per share) | $242 | ||||||||
Shares Under Options - Outstanding (in shares) | 269,642 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Outstanding | 12 years 1 month 13 days | ||||||||
Weighted Average Exercise Price - Outstanding (in dollars per share) | $7.90 | ||||||||
Shares Under Options - Exercisable (in shares) | 138,671 | ||||||||
Weighted Average Remaining Contractual Life (Years) - Exercisable | 18 years 6 months | ||||||||
Weighted Average Exercise Price - Exercisable (in dollars per share) | $6.20 | ||||||||
Maximum [Member] | |||||||||
Weighted-average assumptions used in valuing stock options [Abstract] | |||||||||
Assumed maximum volatility (in hundredths) | 122.30% | ||||||||
Assumed risk free interest rate maximum (in hundredths) | 1.40% | ||||||||
Minimum [Member] | |||||||||
Weighted-average assumptions used in valuing stock options [Abstract] | |||||||||
Assumed minimum volatility (in hundredths) | 119.20% | ||||||||
Assumed risk free interest rate minimum (in hundredths) | 0.70% | ||||||||
Non-employee Directors [Member] | |||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||||
Number of non-employee directors | 5 | 5 | |||||||
Common stock issued during period ( in shares) | 3,750 | 1,250 | |||||||
Exercise price (in dollars per share) | $16 | $16 | |||||||
Vesting period (in installments) | 9 months | 12 months | |||||||
Expiration date of warrant | 23-Apr-15 | 23-Jan-15 | |||||||
Director Serving on Strategic Committee [Member] | |||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||||
Common stock issued during period ( in shares) | 1,250 | ||||||||
Exercise price (in dollars per share) | $16 | ||||||||
Vesting period (in installments) | 12 months | ||||||||
Expiration date of warrant | 18-Apr-15 | ||||||||
Number of directors on Strategic Committee | 2 |
EQUITY_AND_SHAREBASED_COMPENSA8
EQUITY AND SHARE-BASED COMPENSATION, WARRANT ACTIVITY (Details) (Warrants [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Shares Under Warrants [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 2,406,282 | 806,769 | |
Granted or issued (in shares) | 4,262,436 | 1,859,111 | |
Impact of anti-dilution clauses (in shares) | 385,292 | ||
Impact of amendment (in shares) | -496,061 | ||
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | -164,759 | -148,829 | |
Outstanding at end of period (in shares) | 6,503,959 | 2,406,282 | 806,769 |
Exercisable at end of period (in shares) | 5,322,264 | ||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $6.33 | $24 | |
Granted (in dollars per share) | $5.44 | $6.85 | |
Forfeited, expired or cancelled (in dollars per share) | $5.24 | $66.92 | |
Outstanding at end of period (in dollars per share) | $5.77 | $6.33 | $24 |
Exercisable at end of period (in dollars per share) | $5.88 | ||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual life | 4 years 3 months 18 days | 4 years 6 months | 3 years 6 months |
Exercisable, weighted average remaining contractual life | 4 years 1 month 6 days | ||
Equity Warrant [Member] | |||
Shares Under Warrants [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 1,815,034 | 5,756 | |
Granted or issued (in shares) | 4,262,436 | 1,820,711 | |
Impact of anti-dilution clauses (in shares) | 0 | ||
Impact of amendment (in shares) | -8,711 | ||
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | -164,759 | -2,722 | |
Outstanding at end of period (in shares) | 6,077,470 | 1,815,034 | 5,756 |
Exercisable at end of period (in shares) | 4,895,775 | ||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $6.69 | $90 | |
Granted (in dollars per share) | $5.44 | $7 | |
Forfeited, expired or cancelled (in dollars per share) | $137.60 | ||
Outstanding at end of period (in dollars per share) | $5.83 | $6.69 | $90 |
Exercisable at end of period (in dollars per share) | $5.96 | ||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual life | 4 years 4 months 24 days | 5 years | 2 years 4 months 24 days |
Exercisable, weighted average remaining contractual life | 4 years 2 months 12 days | ||
Liability Warrant [Member] | |||
Shares Under Warrants [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 591,248 | 801,013 | |
Granted or issued (in shares) | 0 | 38,400 | |
Impact of anti-dilution clauses (in shares) | 385,292 | ||
Impact of amendment (in shares) | -487,350 | ||
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | -164,759 | -146,107 | |
Outstanding at end of period (in shares) | 426,489 | 591,248 | 801,013 |
Exercisable at end of period (in shares) | 426,489 | ||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $5.24 | $24 | |
Granted (in dollars per share) | $16 | ||
Forfeited, expired or cancelled (in dollars per share) | $5.24 | $65.60 | |
Outstanding at end of period (in dollars per share) | $5.24 | $5.24 | $24 |
Exercisable at end of period (in dollars per share) | $5.24 | ||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual life | 2 years 10 months 24 days | 2 years 10 months 24 days | 3 years 6 months |
Exercisable, weighted average remaining contractual life | 2 years 10 months 24 days |
EQUITY_AND_SHAREBASED_COMPENSA9
EQUITY AND SHARE-BASED COMPENSATION, WARRANTS OUTSTANDING AND EXERCISABLE (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | ||
Agreement | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||
Shares Under Warrants - Outstanding (in shares) | 6,503,959 | |
Weighted Average Remaining Contractual Life (Years) - Outstanding | 5 years 9 months 7 days | |
Weighted Average Exercise Price - Outstanding (in dollars per share) | $4.30 | |
Shares Under Warrants - Exercisable (in shares) | 5,322,264 | |
Weighted Average Exercise Price - Exercisable (in dollars per share) | $4.10 | |
Weighted Average Remaining Contractual Life - Exercisable | 5 years 10 months 17 days | |
Number of warrant agreements outstanding | 2 | |
Equity Warrant [Member] | $5.25 to $5.87 [Member] | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $5.25 | |
Exercise price range, upper range limit (in dollars per share) | $5.87 | |
Shares Under Warrants - Outstanding (in shares) | 4,006,670 | |
Weighted Average Remaining Contractual Life (Years) - Outstanding | 5 years 4 months 13 days | |
Weighted Average Exercise Price - Outstanding (in dollars per share) | $4.60 | |
Shares Under Warrants - Exercisable (in shares) | 2,824,975 | |
Weighted Average Exercise Price - Exercisable (in dollars per share) | $4.30 | |
Weighted Average Remaining Contractual Life - Exercisable | 5 years 4 months 28 days | |
Equity Warrant [Member] | $6.55 to $6.63 [Member] | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $6.55 | |
Exercise price range, upper range limit (in dollars per share) | $6.63 | |
Shares Under Warrants - Outstanding (in shares) | 2,055,767 | |
Weighted Average Remaining Contractual Life (Years) - Outstanding | 6 years 6 months 18 days | |
Weighted Average Exercise Price - Outstanding (in dollars per share) | $4 | |
Shares Under Warrants - Exercisable (in shares) | 2,055,767 | |
Weighted Average Exercise Price - Exercisable (in dollars per share) | $4 | |
Weighted Average Remaining Contractual Life - Exercisable | 6 years 6 months 18 days | |
Equity Warrant [Member] | $16.00 to $16.80 [Member] | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $16 | |
Exercise price range, upper range limit (in dollars per share) | $16.80 | |
Shares Under Warrants - Outstanding (in shares) | 12,004 | |
Weighted Average Remaining Contractual Life (Years) - Outstanding | 16 years 4 months 24 days | |
Weighted Average Exercise Price - Outstanding (in dollars per share) | $3.50 | |
Shares Under Warrants - Exercisable (in shares) | 12,004 | |
Weighted Average Exercise Price - Exercisable (in dollars per share) | $3.50 | |
Weighted Average Remaining Contractual Life - Exercisable | 16 years 4 months 24 days | |
Equity Warrant [Member] | $46.80 [Member] | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||
Exercise price range, upper range limit (in dollars per share) | $46.80 | |
Shares Under Warrants - Outstanding (in shares) | 3,029 | |
Weighted Average Remaining Contractual Life (Years) - Outstanding | 46 years 9 months 18 days | |
Weighted Average Exercise Price - Outstanding (in dollars per share) | $1.90 | |
Shares Under Warrants - Exercisable (in shares) | 3,029 | |
Weighted Average Exercise Price - Exercisable (in dollars per share) | $1.90 | |
Weighted Average Remaining Contractual Life - Exercisable | 46 years 9 months 18 days | |
Liability Warrant [Member] | $5.24 [Member] | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||
Exercise price range, upper range limit (in dollars per share) | $5.24 | [1] |
Shares Under Warrants - Outstanding (in shares) | 426,489 | [1] |
Weighted Average Remaining Contractual Life (Years) - Outstanding | 5 years 2 months 26 days | [1] |
Weighted Average Exercise Price - Outstanding (in dollars per share) | $2.90 | [1] |
Shares Under Warrants - Exercisable (in shares) | 426,489 | [1] |
Weighted Average Exercise Price - Exercisable (in dollars per share) | $2.90 | [1] |
Weighted Average Remaining Contractual Life - Exercisable | 5 years 2 months 26 days | [1] |
[1] | The warrants contain full ratchet anti-dilution provisions. |
DEBT_Details
DEBT (Details) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | 31-May-14 | Mar. 31, 2014 | Jul. 31, 2012 |
USD ($) | USD ($) | BRL | Corporate Segment [Member] | Corporate Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Other [Member] | Other [Member] | Other [Member] | Other [Member] | Senior Revolving Note [Member] | Senior Revolving Note [Member] | Working Capital Lines of Credit [Member] | Working Capital Lines of Credit [Member] | Working Capital Lines of Credit [Member] | Working Capital Lines of Credit [Member] | Working Capital Lines of Credit [Member] | Capital Expansion Loans [Member] | Capital Expansion Loans [Member] | Capital Expansion Loans [Member] | Advances on Customer Export Orders [Member] | Advances on Customer Export Orders [Member] | Advances on Customer Export Orders [Member] | Advances on Customer Export Orders [Member] | Advances on Customer Export Orders [Member] | Special Tax Programs [Member] | Special Tax Programs [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Convertible Note [Member] | Convertible Note [Member] | Third Credit Agreement [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | Corporate Segment [Member] | Corporate Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Corporate Segment [Member] | Corporate Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Corporate Segment [Member] | Corporate Segment [Member] | USD ($) | Brazil Segment [Member] | |||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Average [Member] | BRL | USD ($) | USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Average [Member] | USD ($) | USD ($) | USD ($) | USD ($) | BRL | ||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||
Total debt | $16,096,000 | $19,169,000 | $5,135,000 | $6,250,000 | $10,961,000 | $12,919,000 | $157,000 | $0 | $98,000 | $174,000 | $0 | $1,988,000 | $2,408,000 | $3,213,000 | $3,629,000 | $4,795,000 | $1,810,000 | $2,386,000 | $3,016,000 | $2,351,000 | $4,978,000 | $4,262,000 | |||||||||||
Current portion | 4,808,000 | 8,250,000 | |||||||||||||||||||||||||||||||
Long-term portion | 11,288,000 | 10,919,000 | |||||||||||||||||||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||||||||||||||||||||
2015 | 4,808,000 | 50,000 | 4,758,000 | ||||||||||||||||||||||||||||||
2016 | 7,636,000 | 6,591,000 | 1,045,000 | ||||||||||||||||||||||||||||||
2017 | 886,000 | 64,000 | 822,000 | ||||||||||||||||||||||||||||||
2018 | 764,000 | 0 | 764,000 | ||||||||||||||||||||||||||||||
2019 | 699,000 | 0 | 699,000 | ||||||||||||||||||||||||||||||
Thereafter | 2,873,000 | 0 | 2,873,000 | ||||||||||||||||||||||||||||||
Long-term debt | 17,666,000 | 6,705,000 | 10,961,000 | ||||||||||||||||||||||||||||||
Discount | -1,570,000 | -1,570,000 | 0 | ||||||||||||||||||||||||||||||
Total debt | 16,096,000 | 5,135,000 | 10,961,000 | ||||||||||||||||||||||||||||||
Principal amount outstanding of subordinated notes | 8,100,000 | 6,500,000 | 2,400,000 | ||||||||||||||||||||||||||||||
Stated annual interest rate (in hundredths) | 12.50% | 125.40% | 27.90% | 6.50% | 5.90% | 10.00% | 8.00% | 11.80% | 5.00% | 10.00% | 5.00% | 5.00% | 5.50% | ||||||||||||||||||||
Maturity date of note | 31-Jul-17 | 31-Dec-21 | 31-Mar-15 | 31-Jan-29 | 31-Jul-16 | 31-Jul-16 | 31-Jul-16 | 31-Jul-19 | |||||||||||||||||||||||||
Average annual interest rate for accreting the notes up to face value (in hundredths) | 22.70% | ||||||||||||||||||||||||||||||||
Available for working capital | 1,500,000 | ||||||||||||||||||||||||||||||||
Amount borrowed | 1,700,000 | ||||||||||||||||||||||||||||||||
Borrowing capacity, percentage of collateral, lower range limit (in hundredths) | 30.00% | ||||||||||||||||||||||||||||||||
Borrowing capacity, percentage of collateral, upper range limit (in hundredths) | 100.00% | ||||||||||||||||||||||||||||||||
Taxes payable | $0.90 |
EQUITY_METHOD_INVESTMENT_Detai
EQUITY METHOD INVESTMENT (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
EQUITY METHOD INVESTMENT [Abstract] | |
Ownership interest sold (in hundredths) | 50.00% |
Sales proceeds from membership interest | $1.20 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
United States [Abstract] | ||
Net operating loss carryforwards | $2,503,000 | $43,328,000 |
Gain on sale of membership interests in Nutra SA | 369,000 | 403,000 |
Stock options and warrants | 625,000 | 1,199,000 |
Intangible assets | -797,000 | 1,194,000 |
Property | -80,000 | 6,832,000 |
Capitalized expenses | 525,000 | 652,000 |
Debt and deferred financing | -116,000 | -112,000 |
Other | 642,000 | 451,000 |
Deferred tax assets | 3,671,000 | 53,947,000 |
Less: Valuation allowance | -3,896,000 | -53,947,000 |
Deferred tax asset (liability) | -225,000 | 0 |
Brazil [Abstract] | ||
Intangible assets | -28,000 | -228,000 |
Property | -1,141,000 | -1,555,000 |
Net operating loss carryforwards | 4,666,000 | 2,381,000 |
Other | 370,000 | 285,000 |
Net deferred tax asset (liability) | 3,867,000 | 883,000 |
Less -valuation allowance | -3,867,000 | -883,000 |
Deferred tax asset (liability) | 0 | 0 |
Net deferred tax liabilities | -225,000 | 0 |
Deferred tax asset - current | 171,000 | 0 |
Deferred tax liability - long-term | -396,000 | 0 |
Change in valuation allowance | 47,100,000 | 4,900,000 |
Change in net operating loss and other deferred changes | 2,500,000 | 3,900,000 |
Impact of adjustments to capitalized expenses and stock option compensation | 1,100,000 | 2,100,000 |
Adjustment to fixed asset deferred balance | 7,450,000 | 0 |
Operating Loss Carryforwards [Line Items] | ||
Impact of foreign currency translation | 600,000 | |
Deferred Tax Liabilities | 225,000 | 0 |
Loss before income taxes [Abstract] | ||
Foreign | -10,504,000 | -6,832,000 |
Domestic | -17,427,000 | -12,247,000 |
Loss before income taxes | -27,931,000 | -19,079,000 |
Foreign deferred tax benefit | 1,400,000 | |
U.S. tax provision or benefit | 1.3 | |
Federal statutory income tax rate (in hundredths) | 34.00% | 34.00% |
Income Tax Reconciliation [Abstract] | ||
Income tax benefit at federal statutory rate | -9,496,000 | -6,487,000 |
Increase (decrease) resulting from [Abstract] | ||
State tax benefit, net of federal tax effect | -206,000 | -653,000 |
Change in valuation allowance | -46,511,000 | 4,927,000 |
Adjustment to intangible deferred balances | 484,000 | 0 |
Adjustment to fixed asset deferred balance | 7,450,000 | 0 |
Reduction in deferred balances for forfeited, expired or cancelled options | 597,000 | 255,000 |
Expiration of U.S. net operating losses | 41,756,000 | 415,000 |
Nontaxable fair value adjustment | 411,000 | 350,000 |
Nondeductible convertible debt issuance expenses | 3,179,000 | 521,000 |
Impact of state rate changes | 917,000 | -677,000 |
Nondeductible expenses | 37,000 | 6,000 |
Adjustments to Brazil deferred balances | 15,000 | 0 |
Adjustments to U.S. deferred balances | 63,000 | -96,000 |
Income tax benefit | -1,304,000 | -1,439,000 |
H and N [Member] | ||
Brazil [Abstract] | ||
Net deferred tax liabilities | -1,300,000 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Liabilities | 1,300,000 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 6,500,000 | |
Operating loss carryforwards, expiration dates | from 2018 through 2034 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 6,000,000 | |
Operating loss carryforwards, expiration dates | from 2015 through 2034 | |
Impact of the changes | 900,000 | 700,000 |
Brazil [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 13,700,000 | |
Valuation allwance | 3,000,000 | 900,000 |
Expiring net operating losses [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Impact of the changes | 41,800,000 | 400,000 |
Other deferred items [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Impact of the changes | $200,000 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 06, 2009 | Jan. 31, 2012 | Jan. 31, 2014 | Jul. 31, 2013 |
Leases [Abstract] | ||||||
Remaining term of lease | 21 years | |||||
Future minimum payments under operating lease commitments [Abstract] | ||||||
2015 | $0.50 | |||||
2016 | 0.5 | |||||
2017 | 0.3 | |||||
2018 | 0.2 | |||||
2019 | 0.2 | |||||
Thereafter | 0.9 | |||||
Lease expense | 0.8 | 0.5 | ||||
Positive Outcome of Litigation [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Judgment Amount | 1 | |||||
Sellers [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Amount of second installment on purchase agreement being withheld | 1 | |||||
Settelment receivable from arbitration | 3.6 | |||||
Amount held in escrow | 1.9 | 1.9 | 2 | |||
Amount of escrow liability in accrued expenses | 1.6 | 1.6 | ||||
Pre-acquisition contingencies | 0.5 | |||||
Escrow balance available to settle remaining contingencies | 1.6 | |||||
Diabco Life Sciences, LLC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought by plaintiff | 0.9 | |||||
Amount of damages arising as a result of breach of promissory note | 0.5 | |||||
Pending Litigation [Member] | Former Irgovel Stockholder David Resyng [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought by plaintiff | $3 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Oct. 31, 2014 | Jun. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | 31-May-14 | Apr. 30, 2013 | Jan. 31, 2012 | |
Related Party Transaction [Line Items] | |||||||||
Interest paid | $2,628,000 | $2,537,000 | |||||||
Issue of shares of common stock (in shares) | 1,181,695 | 1,417,500 | 162,586 | 1,714,286 | |||||
H and N [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of outstanding shares purchased | 2,000,000 | ||||||||
Amount payable through promissory note | 3,300,000 | ||||||||
Product sales | 600,000 | ||||||||
Expirations July 2017 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants canceled during the period (in shares) | 185,714 | ||||||||
Weighted average exercise price per warrant (in dollars per share) | $14 | ||||||||
Warrants granted in period, fair value | 2,900,000 | ||||||||
Expirations August 2017 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants canceled during the period (in shares) | 45,683 | ||||||||
Weighted average exercise price per warrant (in dollars per share) | $14 | ||||||||
Warrants granted in period, fair value | 300,000 | ||||||||
Director - Baruch Halpern [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | 2,600,000 | ||||||||
Interest paid | 100,000 | 200,000 | |||||||
Director - Baruch Halpern [Member] | Expirations July 2017 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issue of shares of common stock (in shares) | 634,679 | ||||||||
Director - Baruch Halpern [Member] | Expirations August 2017 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issue of shares of common stock (in shares) | 75,377 | ||||||||
Chief Executive Officer and Director [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | 25,000 | 25,000 | |||||||
Interest paid | 10,000 | 10,000 | |||||||
Chief Executive Officer and Director [Member] | Expirations July 2017 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants canceled during the period (in shares) | 3,806 | ||||||||
Weighted average exercise price per warrant (in dollars per share) | $14 | ||||||||
Issue of shares of common stock (in shares) | 12,777 | ||||||||
Chief Executive Officer and Director [Member] | PIK Warrant [Member] | Expirations August 2017 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants canceled during the period (in shares) | 234 | ||||||||
Mark McKnight [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares issued on conversion of convertible promissory note (in shares) | 225,925 | ||||||||
Mark McKnight [Member] | H and N [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of cash paid | 700,000 | ||||||||
Principal amount promissory note | 1,400,000 | ||||||||
Nicole McKnight [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares issued on conversion of convertible promissory note (in shares) | 225,925 | ||||||||
Nicole McKnight [Member] | H and N [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of cash paid | 700,000 | ||||||||
Principal amount promissory note | 1,400,000 | ||||||||
Nicole McKnight [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal amount promissory note | $100,000 | ||||||||
Stated annual interest rate (in hundredths) | 5.00% | ||||||||
Minimum [Member] | H and N [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion price (in dollars per share) | $6 |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 02, 2014 | Dec. 31, 2012 |
Segment | ||||
SEGMENT INFORMATION [Abstract] | ||||
Number of reportable segments | 2 | |||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | ||||
Revenues | $40,108 | $35,051 | ||
Cost of goods sold | 35,639 | 31,106 | ||
Gross profit | 4,469 | 3,945 | ||
Depreciation and amortization (in selling, general and administrative) | -2,879 | -1,249 | ||
Impairment of property | 0 | -300 | ||
Other operating expense | -14,354 | -12,366 | ||
Loss from operations | -12,764 | -9,970 | ||
Net loss attributable to RiceBran Technologies shareholders | -23,029 | -15,021 | ||
Interest expense | -10,334 | -3,934 | ||
Depreciation (in costs of goods sold) | -3,670 | -2,799 | ||
Purchases of property | 5,423 | 3,119 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Property, net, end of period | 24,753 | 24,958 | ||
Goodwill, end of period | 4,431 | 4,139 | 790 | 4,773 |
Intangible assets, net, end of period | 2,740 | 1,417 | ||
Total assets, end of period | 46,084 | 44,578 | ||
Revenues from External Customers by Geographical Area [Line Items] | ||||
Total revenues | 40,108 | 35,051 | ||
Corporate [Member] | ||||
Segment information identified and reconciliation 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) | -52 | -24 | ||
Impairment of property | 0 | |||
Other operating expense | -5,941 | -5,918 | ||
Loss from operations | -5,993 | -5,942 | ||
Net loss attributable to RiceBran Technologies shareholders | -16,825 | -12,418 | ||
Interest expense | -7,949 | -1,950 | ||
Depreciation (in costs of goods sold) | 0 | 0 | ||
Purchases of property | 152 | 21 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Property, net, end of period | 135 | 55 | ||
Goodwill, end of period | 0 | 0 | ||
Intangible assets, net, end of period | 0 | 0 | ||
Total assets, end of period | 4,212 | 6,039 | ||
Reportable Geographic Segment [Member] | USA [Member] | ||||
Revenues from External Customers by Geographical Area [Line Items] | ||||
Total revenues | 21,381 | 12,869 | ||
Reportable Geographic Segment [Member] | Brazil [Member] | ||||
Revenues from External Customers by Geographical Area [Line Items] | ||||
Total revenues | 14,257 | 17,861 | ||
Reportable Geographic Segment [Member] | Other International [Member] | ||||
Revenues from External Customers by Geographical Area [Line Items] | ||||
Total revenues | 4,470 | 4,321 | ||
Operating Segments [Member] | USA [Member] | ||||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | ||||
Revenues | 23,096 | 12,023 | ||
Cost of goods sold | 16,124 | 9,078 | ||
Gross profit | 6,972 | 2,945 | ||
Depreciation and amortization (in selling, general and administrative) | -2,137 | -469 | ||
Impairment of property | -300 | |||
Other operating expense | -4,133 | -2,006 | ||
Loss from operations | 702 | 170 | ||
Net loss attributable to RiceBran Technologies shareholders | 702 | 170 | ||
Interest expense | 0 | 0 | ||
Depreciation (in costs of goods sold) | -1,022 | -926 | ||
Purchases of property | 2,251 | 191 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Property, net, end of period | 9,360 | 7,231 | ||
Goodwill, end of period | 790 | 0 | ||
Intangible assets, net, end of period | 2,658 | 745 | ||
Total assets, end of period | 17,854 | 9,796 | ||
Operating Segments [Member] | Brazil [Member] | ||||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | ||||
Revenues | 17,012 | 23,028 | ||
Cost of goods sold | 19,515 | 22,028 | ||
Gross profit | -2,503 | 1,000 | ||
Depreciation and amortization (in selling, general and administrative) | -690 | -756 | ||
Impairment of property | 0 | |||
Other operating expense | -4,280 | -4,442 | ||
Loss from operations | -7,473 | -4,198 | ||
Net loss attributable to RiceBran Technologies shareholders | -6,906 | -2,773 | ||
Interest expense | -2,385 | -1,984 | ||
Depreciation (in costs of goods sold) | -2,648 | -1,873 | ||
Purchases of property | 3,020 | 2,907 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Property, net, end of period | 15,258 | 17,672 | ||
Goodwill, end of period | 3,641 | 4,139 | ||
Intangible assets, net, end of period | 82 | 672 | ||
Total assets, end of period | $24,018 | $28,743 |
FAIR_VALUE_MEASUREMENT_Details
FAIR VALUE MEASUREMENT (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | 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 | $200,000 | |||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ||||
Total liabilities at fair value | 5,100,000 | |||
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract] | ||||
Impairment Losses | 0 | 300,000 | ||
Conversion of debt | 100,000 | |||
Recurring [Member] | ||||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ||||
Total liabilities at fair value | -955,000 | -1,685,000 | ||
Nonrecurring [Member] | ||||
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract] | ||||
Property, net | 394,000 | |||
Impairment Losses | 300,000 | [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 1 [Member] | Nonrecurring [Member] | ||||
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract] | ||||
Property, net | 0 | |||
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 2 [Member] | Nonrecurring [Member] | ||||
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract] | ||||
Property, net | 0 | |||
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 | -955,000 | -1,685,000 | ||
Level 3 [Member] | Nonrecurring [Member] | ||||
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract] | ||||
Property, net | 394,000 | |||
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 | -955,000 | [2] | -1,685,000 | [2] |
Fair value assumptions [Abstract] | ||||
Expected volatility (in hundredths) | 95.00% | 107.00% | ||
Derivative warrant liability [Member] | Recurring [Member] | Minimum [Member] | ||||
Fair value assumptions [Abstract] | ||||
Risk-free interest rate (in hundredths) | 0.10% | 0.10% | ||
Derivative warrant liability [Member] | Recurring [Member] | Maximum [Member] | ||||
Fair value assumptions [Abstract] | ||||
Risk-free interest rate (in hundredths) | 1.00% | 0.60% | ||
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 | ($955,000) | [2] | ($1,685,000) | [2] |
[1] | USA segment 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. Fair value was 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. | |||
[2] | 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. |
FAIR_VALUE_MEASUREMENT_Unobser
FAIR VALUE MEASUREMENT, Unobservable Input Reconciliation (Details) (Recurring [Member], USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 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) | -1,209 | [1] | -1,030 | [1] |
Issuance of New Instruments | -7,610 | -1,173 | ||
Net Transfers (Into) Out of Level 3 | 9,549 | 7,237 | ||
Fair Value, at End of Period | -955 | -1,685 | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | 546 | -372 | ||
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) | -1,151 | [1] | -950 | [1] |
Issuance of New Instruments | -7,021 | -575 | ||
Net Transfers (Into) Out of Level 3 | 8,902 | [2] | 4,360 | [3] |
Fair Value, at End of Period | -955 | -1,685 | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | 546 | -372 | ||
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) | -58 | [1] | -80 | [1] |
Issuance of New Instruments | -589 | -598 | ||
Net Transfers (Into) Out of Level 3 | 647 | [4] | 2,877 | [5] |
Fair Value, at End of Period | $0 | $0 | ||
[1] | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. | |||
[2] | Represents transfers to equity as a result of increases in authorized and unissued shares of common stock available for settlement of certain warrants. | |||
[3] | Represents fair value of warrants cancelled in connection with the Exchange. | |||
[4] | Represents reduction in conversion liability as a result of debt conversions. | |||
[5] | Represents $2.8 million fair value of conversion liabilities when eliminated in connection with the Modification and $0.1 million as a result of conversions of debt. |