Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
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 Common Stock, Shares Outstanding | 9,386,822 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements of Operations (Unaudited) [Abstract] | ||
Revenues | $9,659 | $7,684 |
Cost of goods sold | 8,605 | 6,270 |
Gross profit | 1,054 | 1,414 |
Operating expenses: | ||
Selling, general and administrative | 3,487 | 3,315 |
Depreciation and amortization | 505 | 818 |
Total operating expenses | 3,992 | 4,133 |
Income (loss) from operations | -2,938 | -2,719 |
Other income (expense): | ||
Interest income | 49 | 15 |
Interest Expense | -799 | -1,188 |
Change in fair value of derivative warrant and conversion liabilities | 173 | 2,058 |
Foreign currency exchange, net | -219 | 75 |
Financing expense | 0 | -1,122 |
Other income | 157 | 46 |
Other expense | -75 | -198 |
Total other income (expense) | -714 | -314 |
Loss before income taxes | -3,652 | -3,033 |
Income tax benefit | 6 | 248 |
Net loss | -3,646 | -2,785 |
Net loss attributable to noncontrolling interest in Nutra SA | 644 | 920 |
Net loss attributable to RiceBran Technologies shareholders | ($3,002) | ($1,865) |
Loss per share attributable to RiceBran Technologies shareholders | ||
Basic (in dollars per share) | ($0.33) | ($0.62) |
Diluted (in dollars per share) | ($0.33) | ($0.62) |
Weighted average number of shares outstanding | ||
Basic (in shares) | 9,154,134 | 3,017,408 |
Diluted (in shares) | 9,154,134 | 3,017,408 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) [Abstract] | ||
Net loss | ($3,646) | ($2,785) |
Other comprehensive loss - foreign currency translation, net of tax | -1,417 | 372 |
Comprehensive loss, net of tax | -5,063 | -2,413 |
Comprehensive loss attributable to noncontrolling interest, net of tax | 1,125 | 752 |
Total comprehensive loss attributable to RiceBran Technologies shareholders | ($3,938) | ($1,661) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $1,249 | $3,610 |
Restricted cash | 1,920 | 1,920 |
Accounts receivable, net of allowance for doubtful accounts of $512 and $574 (variable interest entity restricted $1,727 and $1,980) | 2,703 | 3,055 |
Inventories | 4,270 | 3,508 |
Income and operating taxes recoverable | 745 | 737 |
Deferred tax asset | 171 | 171 |
Deposits and other current assets | 909 | 1,071 |
Total current assets | 11,967 | 14,072 |
Property, net (variable interest entity restricted $2,945 and $3,727) | 21,436 | 24,753 |
Goodwill | 3,796 | 4,431 |
Intangible assets, net | 2,298 | 2,740 |
Other long-term assets | 158 | 88 |
Total assets | 39,655 | 46,084 |
Current liabilities: | ||
Accounts payable | 3,300 | 3,286 |
Accrued salary, wages and benefits | 2,258 | 2,206 |
Accrued expenses | 4,652 | 4,257 |
Other liabilities | 716 | 573 |
Current maturities of debt (variable interest entity nonrecourse $3,877 and $4,758) | 3,931 | 4,808 |
Total current liabilities | 14,857 | 15,130 |
Long-term debt, less current portion (variable interest entity nonrecourse $5,022 and $6,203) | 10,297 | 11,288 |
Deferred tax liability | 391 | 396 |
Derivative warrant liabilities | 782 | 955 |
Total liabilities | 26,327 | 27,769 |
Commitments and contingencies | ||
Temporary equity: | ||
Temporary Equity - Redeemable noncontrolling interest in Nutra SA | 1,376 | 2,643 |
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, 9,386,822 and 9,383,571 shares issued and outstanding | 261,518 | 261,299 |
Accumulated deficit | -245,472 | -242,470 |
Accumulated other comprehensive loss | -4,094 | -3,157 |
Total equity attributable to RiceBran Technologies shareholders | 11,952 | 15,672 |
Total liabilities, temporary equity and equity | $39,655 | $46,084 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $512 | $574 |
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 | 25,000,000 |
Common stock, shares issued (in shares) | 9,386,822 | 9,383,571 |
Common stock, shares outstanding (in shares) | 9,386,822 | 9,383,571 |
Variable Interest Entity [Member] | ||
Current assets: | ||
Accounts receivable, variable interest entity restricted | 1,727 | 1,980 |
Variable interest entity restricted portion of property, net | 2,945 | 3,727 |
Current liabilities: | ||
Nonrecourse portion of current maturities of long-term debt | 3,877 | 4,758 |
Long-term liabilities: | ||
Long-term debt, less current portion variable interest entity nonrecourse | $5,022 | $6,203 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flow from operating activities: | ||
Net loss | ($3,646) | ($2,785) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,162 | 1,495 |
Stock and share-based compensation | 219 | 78 |
Change in fair value of derivative warrant and conversion liabilities | -173 | -2,058 |
Financing expense | 0 | 1,122 |
Deferred tax benefit | -6 | -248 |
Interest accreted | 208 | 271 |
Other | 59 | 54 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -31 | 678 |
Inventories | -871 | -551 |
Accounts payable and accrued expenses | 1,294 | 533 |
Other | -180 | -138 |
Net cash used in operating activities | -1,965 | -1,549 |
Cash flows from investing activities: | ||
Acquisition of HN, net of cash acquired | 0 | -725 |
Purchases of property | -307 | -2,203 |
Proceeds from sale of property | 0 | 20 |
Net cash used in investing activities | -307 | -2,908 |
Cash flows from financing activities: | ||
Payments of debt | -3,886 | -4,782 |
Proceeds from issuance of debt, net of issuance costs | 3,721 | 4,258 |
Redemption of stock | 0 | -450 |
Proceeds from issuance of convertible debt and related warrants, net of costs | 0 | 4,303 |
Proceeds from issuance of common stock and warrants, net of costs | 0 | 764 |
Net cash provided by (used in) financing activities | -165 | 4,093 |
Effect of exchange rate changes on cash and cash equivalents | 76 | 71 |
Net change in cash and cash equivalents | -2,361 | -293 |
Cash and cash equivalents, beginning of period | 3,610 | 5,091 |
Cash and cash equivalents, end of period | 1,249 | 4,798 |
Supplemental disclosures: | ||
Cash paid for interest | 441 | 580 |
Cash paid for income taxes | $0 | $0 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | NOTE 1. BASIS OF PRESENTATION |
In the opinion of management, the accompanying unaudited condensed consolidated financial statements of RiceBran Technologies and subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The interim financial statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented. | |
These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2014. The report of our independent registered public accounting firm that accompanies the audited consolidated financial statements for the year ended December 31, 2014, included in that Annual Report on Form 10-K, contains a going concern explanatory paragraph in which our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. | |
The interim results reported in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared assuming we will continue as a going concern based on the realization of assets and the satisfaction of liabilities in the normal course of business. | |
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 assess one of the characteristics of variable interest entities (VIEs) and introduces a separate analysis 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. | |
In April 2015, the FASB issued guidance on the presentation and disclosure of debt issuance costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption permitted for financial statements that have not been previously issued. The adoption of this statement will impact future presentation and disclosures of the financial statements. |
BUSINESS
BUSINESS | 3 Months Ended |
Mar. 31, 2015 | |
BUSINESS [Abstract] | |
BUSINESS | NOTE 2. BUSINESS |
We are a human food ingredient, nutritional supplement and animal nutrition company focused on value-added processing and marketing of healthy, natural and nutrient dense products derived from raw rice bran (RRB), an underutilized by-product of the rice milling industry. Using our bio-refining business model, we apply our proprietary and patented technologies and intellectual properties to convert RRB into numerous high value products including stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB), RiBalance (a complete rice bran nutritional package derived from further processing of SRB), RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB), ProRyza rice bran protein-based products and a variety of other valuable derivatives extracted from these core products. Our target markets are natural food, functional food, nutraceutical supplement and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally. | |
We have two reportable operating segments: (i) USA segment, which manufactures and distributes SRB in various granulations along with Stage II products (described below) and derivatives and formulates and co-packages products and (ii) Brazil segment, which extracts crude RBO and DRB from rice bran, which are then further processed into fully refined rice bran oil for sale internationally and in Brazil, compounded animal nutrition products and a number of valuable human food and animal nutrition products derivatives and co-products. In addition we incur corporate and other expenses not directly attributable to operating segments, which include costs related to our corporate staff, general and administrative expenses including public company expenses, intellectual property, professional fees, and other expenses. No corporate allocations, including interest, are made to the operating segments. | |
The combined operations of our USA and Brazil segments encompass our bio-refining approach to processing RRB into various high quality, value-added constituents and finished products. Over the past decade, we have developed and optimized our proprietary bio-refining processes to support the production of healthy, natural, hypoallergenic, gluten free, and non-genetically modified ingredients and supplements for use in human meats, baked goods, cereals, coatings, health foods, nutritional supplements, nutraceuticals and high-end animal nutrition and health products. | |
The USA segment produces SRB inside two supplier rice mills in California and one owned facility in Louisiana. A facility located in Lake Charles, Louisiana has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces our Stage II products RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB), RiBalance (a complete rice bran nutritional package derived from further processing SRB), and ProRyza, a family of protein products. Stage II refers to the proprietary processes run at our Dillon, Montana facility and includes products produced at that facility using our patented processes. In January 2014, we completed the acquisition of H&N Distribution Inc., now operating as Healthy Natural, Inc. (HN), which has been integrated into our USA segment. HN is a formulator and co-packer of products targeted at customers in the direct marketing, internet sales and retail distribution markets, and operates a facility in Irving, Texas. HN serves the natural products, nutritional supplement and nutraceutical and functional food sectors. We acquired HN as part of our strategy to vertically integrate our business in order to leverage our proprietary and patented technologies. Certain manufacturing facilities included in our USA segment have proprietary processing equipment and patented technology for the stabilization and further processing of rice bran into finished products. In the three months ended March 31, 2015, approximately 81% 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 recently started production of rice lecithin, which has application in human nutrition, animal nutrition and industrial applications. DRB is compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market, sold as a raw material for further processing into human food ingredients or sold in bulk into the animal nutrition markets in Brazil and neighboring countries. In 2014, approximately 39% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products. In the three months ended March 31, 2015, approximately 47% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products. |
LIQUIDITY_AND_MANAGEMENTS_PLAN
LIQUIDITY AND MANAGEMENT'S PLAN | 3 Months Ended |
Mar. 31, 2015 | |
LIQUIDITY AND MANAGEMENT'S PLAN [Abstract] | |
LIQUIDITY AND MANAGEMENT'S PLAN | NOTE 3. LIQUIDITY AND MANAGEMENT’S PLAN |
In 2014 and the first three months of 2015, 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 5, in January 2014, we completed the acquisition of 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 improve during the second quarter of 2015, such that Irgovel should be operating at its targeted capacity. However, there are no assurances that this will occur. | |
On May 12, 2015, we entered into an $8 million senior secured credit facility agreement consisting of a $3.5 million maximum working capital revolver and two term loan tranches. |
LOSS_PER_SHARE_EPS
LOSS PER SHARE (EPS) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
LOSS PER SHARE (EPS) [Abstract] | |||||||||
LOSS PER SHARE (EPS) | NOTE 4. LOSS PER SHARE (EPS) | ||||||||
Basic EPS is computed by dividing net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of common shares outstanding during all periods presented. Shares underlying options, warrants and convertible debt are excluded from the basic EPS calculation but are considered in calculating diluted EPS. 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 (loss) attributable to RiceBran Technologies shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. The dilutive effect of outstanding convertible debt is calculated using the if-converted method. 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 for the three months ended March 31, 2015 and 2014. | |||||||||
2015 | 2014 | ||||||||
NUMERATOR (in thousands): | |||||||||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ | (3,002 | ) | $ | (1,865 | ) | |||
DENOMINATOR: | |||||||||
Basic EPS - weighted average number of shares outstanding | 9,154,134 | 3,017,408 | |||||||
Effect of dilutive securities outstanding | - | - | |||||||
Diluted EPS - weighted average number of shares outstanding | 9,154,134 | 3,017,408 | |||||||
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 $11.48 and $24.52) | 264,305 | 174,141 | |||||||
Warrants (average exercise price of $5.77 and $6.27) | 6,503,959 | 2,750,335 | |||||||
Nonvested stock | 224,967 | - | |||||||
The impact of potentially dilutive securities outstanding at March 31, 2015 and 2014, was not included in the calculation of diluted EPS for the three months ended March 31, 2015 and 2014 because to do so would be antidilutive. Those securities listed in the table above which were antidilutive for the periods presented, which remain outstanding, could potentially dilute EPS in the future. |
HN_ACQUISITION
H&N ACQUISITION | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
H&N ACQUISITION [Abstract] | |||||
H&N ACQUISITION | NOTE 5. 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 and nutraceutical and functional food 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 estimate | 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 have assigned a $3.8 million value to a customer relationship intangible and we are amortizing that intangible over a three year period as follows: $1.7 million in 2014, $1.3 million in 2015 and $0.8 million in 2016. In the three months ended March 31, 2015, we recognized $0.3 million of amortization expense in the USA segment related to this intangible. | |||||
Our consolidated revenues include $2.5 million of HN revenues for the three months ended March 31, 2014. 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 | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | |||||||||
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | NOTE 6. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | ||||||||
We hold a variable interest which relates to our equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands). | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Cash and cash equivalents | $ | 37 | $ | 269 | |||||
Other current assets (restricted $1,727 and $1,980) | 4,286 | 4,735 | |||||||
Property, net (restricted $2,945 and $3,727) | 12,085 | 15,258 | |||||||
Goodwill and intangibles, net | 3,006 | 3,722 | |||||||
Other noncurrent assets | 29 | 34 | |||||||
Total assets | $ | 19,443 | $ | 24,018 | |||||
Current liabilities | $ | 5,637 | $ | 5,346 | |||||
Current portion of long-term debt (nonrecourse) | 3,877 | 4,758 | |||||||
Long-term debt, less current portion (nonrecourse) | 5,022 | 6,203 | |||||||
Total liabilities | $ | 14,536 | $ | 16,307 | |||||
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 for the three months ended March 31, 2015 and 2014 (in thousands). | |||||||||
2015 | 2014 | ||||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | $ | 2,643 | $ | 7,177 | |||||
Investors' interest in net loss of Nutra SA | (644 | ) | (920 | ) | |||||
Investors' interest in other comprehensive loss of Nutra SA | (481 | ) | 168 | ||||||
Accumulated Yield classified as other current liability | (142 | ) | - | ||||||
Redeemable noncontrolling interest in Nutra SA, end of period | $ | 1,376 | $ | 6,425 | |||||
Investors' average interest in Nutra SA | 34.2 | % | 45.2 | % | |||||
In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors). As of March 31, 2015 and December 31, 2014, the Investors interest was 33.9% and 34.7%. In the three months ended March 31, 2015, we invested an additional $1.1 million in Nutra SA. We invested an additional $0.2 million in Nutra SA between April 1, 2015, and May 13, 2015. The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest. We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA. | |||||||||
Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have drag along rights which provide the Investors the ability to force a sale of Nutra SA assets in the future. We have assessed the likelihood of the Investors exercising these rights as less than probable at March 31, 2015. 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% (Yield). Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors, to the extent there is distributable cash, as defined in the LLC agreement. As of March 31, 2015, our balance sheet includes an other liability of $0.7 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 March 31, 2015, 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 March 31, 2015, 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 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. |
INVENTORIES
INVENTORIES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
INVENTORIES [Abstract] | |||||||||
INVENTORIES | NOTE 7. INVENTORIES | ||||||||
Inventories are composed of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Finished goods | $ | 2,674 | $ | 1,103 | |||||
Work in process | 131 | 380 | |||||||
Raw materials | 966 | 1,441 | |||||||
Packaging supplies | 499 | 584 | |||||||
Total inventories | $ | 4,270 | $ | 3,508 |
PROPERTY
PROPERTY | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
PROPERTY [Abstract] | |||||||||
PROPERTY | NOTE 8. PROPERTY | ||||||||
Property, plant and equipment consist of the following (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 477 | $ | 364 | |||||
Furniture and fixtures | 449 | 539 | |||||||
Plant | 15,631 | 15,942 | |||||||
Computer and software | 1,871 | 1,701 | |||||||
Leasehold improvements | 637 | 568 | |||||||
Machinery and equipment | 22,854 | 21,519 | |||||||
Property | 41,919 | 40,633 | |||||||
Less accumulated depreciation | 20,483 | 15,880 | |||||||
Property, net | $ | 21,436 | $ | 24,753 | |||||
Included in accounts payable at March 31, 2015 is $0.1 million related to amounts payable for machinery and equipment additions. |
GOODWILL
GOODWILL | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
GOODWILL [Abstract] | |||||||||
GOODWILL | NOTE 9. GOODWILL | ||||||||
A summary of goodwill activity follows for the three months ended March 31, 2015 and 2014. | |||||||||
2015 | 2014 | ||||||||
Goodwill, beginning of period | $ | 4,431 | $ | 4,139 | |||||
USA Segment - Acquisition of H&N | - | 675 | |||||||
Brazil segment - Effect of foreign currency translation | (635 | ) | 179 | ||||||
Goodwill, end of period | $ | 3,796 | $ | 4,993 |
EQUITY_SHAREBASED_COMPENSATION
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS [Abstract] | |||||||||||||||||||||||||
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS | NOTE 10. EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS | ||||||||||||||||||||||||
A summary of equity activity for the three months ended March 31, 2015, (in thousands, except share and per share data) follows. | |||||||||||||||||||||||||
Common Stock | Accumulated | Accumulated Other Comprehensive | Total | ||||||||||||||||||||||
Shares | Amount | Deficit | Loss | Equity | |||||||||||||||||||||
Balance, December 31, 2014 | 9,383,571 | $ | 261,299 | $ | (242,470 | ) | $ | (3,157 | ) | $ | 15,672 | ||||||||||||||
Share-based compensation, employees and directors | - | 205 | - | - | 205 | ||||||||||||||||||||
Other | 3,251 | 14 | - | - | 14 | ||||||||||||||||||||
Foreign currency translation | - | - | - | (937 | ) | (937 | ) | ||||||||||||||||||
Net loss | - | - | (3,002 | ) | - | (3,002 | ) | ||||||||||||||||||
Balance, March 31, 2015 | 9,386,822 | $ | 261,518 | $ | (245,472 | ) | $ | (4,094 | ) | $ | 11,952 | ||||||||||||||
A summary of stock option and warrant activity for the three months ended March 31, 2015, follows. | |||||||||||||||||||||||||
Options | Equity and Liability Warrants | ||||||||||||||||||||||||
Shares Under | Weighted | Weighted | Shares Under | Weighted | Weighted | ||||||||||||||||||||
Options | Average | Average | Warrants | Average | Average | ||||||||||||||||||||
Exercise | Remaining | Exercise | Remaining | ||||||||||||||||||||||
Price | Contractual | Price | Contractual | ||||||||||||||||||||||
Life (Years) | Life (Years) | ||||||||||||||||||||||||
Outstanding, December 31, 2014 | 269,642 | $ | 12.12 | 7.9 | 6,503,959 | $ | 5.77 | 4.3 | |||||||||||||||||
Granted | - | - | - | - | |||||||||||||||||||||
Exercised | - | - | - | - | |||||||||||||||||||||
Forfeited, expired or cancelled | (15,000 | ) | 23.18 | - | - | ||||||||||||||||||||
Outstanding, March 31, 2015 | 254,642 | $ | 11.47 | 7.7 | 6,503,959 | $ | 5.77 | 4.1 | |||||||||||||||||
Exercisable, March 31, 2015 | 144,141 | $ | 16.15 | 6.4 | 5,322,264 | $ | 5.88 | 3.8 | |||||||||||||||||
Equity Incentive Plan | |||||||||||||||||||||||||
The 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. | |||||||||||||||||||||||||
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 the first quarter of 2015, we recognized $0.2 million in compensation. As of March 31, 2015, we expect to recognize the remaining $0.8 million of unrecognized compensation over a weighted average period of 2.2 years. | |||||||||||||||||||||||||
Warrants that Contain Antidilution Clauses | |||||||||||||||||||||||||
As of March 31, 2015, 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. |
DEBT
DEBT | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
DEBT [Abstract] | |||||||||
DEBT | NOTE 11. DEBT | ||||||||
The following table summarizes current and long-term portions of debt (in thousands). | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Corporate segment: | |||||||||
Subordinated notes, net | $ | 5,186 | $ | 4,978 | |||||
Other | 144 | 157 | |||||||
5,330 | 5,135 | ||||||||
Brazil segment: | |||||||||
Capital expansion loans | 2,876 | 3,629 | |||||||
Working capital lines of credit | 1,811 | 2,408 | |||||||
Advances on customer export orders | 1,557 | 1,810 | |||||||
Special tax programs | 2,585 | 3,016 | |||||||
Other | 69 | 98 | |||||||
8,898 | 10,961 | ||||||||
Total debt | 14,228 | 16,096 | |||||||
Current portion | 3,931 | 4,808 | |||||||
Long-term portion | $ | 10,297 | $ | 11,288 | |||||
USA Segment | |||||||||
As of March 31, 2015, subordinated notes in the principal amount of $6.5 million remain outstanding. The notes bear interest of 5% per year, payable quarterly, and mature in July 2016. We are accreting the notes up to their face value at an average annual interest rate of 22.7%. | |||||||||
Brazil Segment | |||||||||
All Brazil segment debt is denominated in the Brazilian Real (R$), 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 March 31, 2015, the notes held a principal balance of R$7.9 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 10.4% to 34.8%, and average 26.2%. Principal maturities of amounts outstanding extend through September 2019. | |||||||||
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 5.0% to 10.0%, and average 9.6%. Principal maturities of amounts outstanding extend through 2015. | |||||||||
Special Tax Programs | |||||||||
Irgovel has an unsecured note payable for Brazilian federal and social security taxes under special Brazilian government tax 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 12.8% at March 31, 2015. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12. COMMITMENTS AND CONTINGENCIES |
In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. | |
Defense costs are expensed as incurred and are included in professional fees. | |
Irgovel Purchase | |
On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3 million. | |
We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel’s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers. | |
On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers assert 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 March 31, 2015, 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 March 31, 2015, totaling $1.7 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 March 31, 2015, $0.2 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.7 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. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
SEGMENT INFORMATION [Abstract] | |||||||||||||||||
SEGMENT INFORMATION | NOTE 13. SEGMENT INFORMATION | ||||||||||||||||
The tables below present segment information for the periods identified and provide reconciliations of segment information to total consolidated information (in thousands). | |||||||||||||||||
Three Months Ended March 31, 2015 | Corporate | USA | Brazil | Consolidated | |||||||||||||
Revenues | $ | - | $ | 5,062 | $ | 4,597 | $ | 9,659 | |||||||||
Cost of goods sold | - | 3,412 | 5,193 | 8,605 | |||||||||||||
Gross profit | - | 1,650 | (596 | ) | 1,054 | ||||||||||||
Depreciation and amortization (in selling, general and administrative) | (15 | ) | (393 | ) | (97 | ) | (505 | ) | |||||||||
Other operating expense | (1,178 | ) | (1,452 | ) | (857 | ) | (3,487 | ) | |||||||||
Income (loss) from operations | $ | (1,193 | ) | $ | (195 | ) | $ | (1,550 | ) | $ | (2,938 | ) | |||||
Net income (loss) attributable to RiceBran Technologies shareholders | $ | (1,152 | ) | $ | (195 | ) | $ | (1,655 | ) | $ | (3,002 | ) | |||||
Interest expense | 294 | - | 505 | 799 | |||||||||||||
Depreciation (in cost of goods sold) | - | 141 | 516 | 657 | |||||||||||||
Purchases of property | - | 236 | 71 | 307 | |||||||||||||
Three Months Ended March 31, 2014 | Corporate | USA | Brazil | Consolidated | |||||||||||||
Revenues | $ | - | $ | 4,993 | $ | 2,691 | $ | 7,684 | |||||||||
Cost of goods sold | - | 3,377 | 2,893 | 6,270 | |||||||||||||
Gross profit | - | 1,616 | (202 | ) | 1,414 | ||||||||||||
Depreciation and amortization (in selling, general and administrative) | (10 | ) | (638 | ) | (170 | ) | (818 | ) | |||||||||
Other operating expense | (1,632 | ) | (742 | ) | (941 | ) | (3,315 | ) | |||||||||
Income (loss) from operations | $ | (1,642 | ) | $ | 236 | $ | (1,313 | ) | $ | (2,719 | ) | ||||||
Net income (loss) attributable to RiceBran Technologies shareholders | $ | (988 | ) | $ | 236 | $ | (1,113 | ) | $ | (1,865 | ) | ||||||
Interest expense | 530 | - | 658 | 1,188 | |||||||||||||
Depreciation (in cost of goods sold) | - | 253 | 424 | 677 | |||||||||||||
Purchases of property | 84 | 143 | 1,976 | 2,203 | |||||||||||||
The tables below present segment information for selected balance sheet accounts (in thousands). | |||||||||||||||||
Corporate | USA | Brazil | Consolidated | ||||||||||||||
As of March 31, 2015 | |||||||||||||||||
Inventories | $ | - | $ | 2,972 | $ | 1,298 | $ | 4,270 | |||||||||
Property, net | 440 | 8,911 | 12,085 | 21,436 | |||||||||||||
Goodwill | - | 790 | 3,006 | 3,796 | |||||||||||||
Intangible assets, net | - | 2,298 | - | 2,298 | |||||||||||||
Total assets | 3,073 | 17,139 | 19,443 | 39,655 | |||||||||||||
As of December 31, 2014 | |||||||||||||||||
Inventories | - | 2,219 | 1,289 | 3,508 | |||||||||||||
Property, net | 135 | 9,360 | 15,258 | 24,753 | |||||||||||||
Goodwill | - | 790 | 3,641 | 4,431 | |||||||||||||
Intangible assets, net | - | 2,658 | 82 | 2,740 | |||||||||||||
Total assets | 4,212 | 17,854 | 24,018 | 46,084 | |||||||||||||
Corporate segment total assets include cash, restricted cash, property and other assets. | |||||||||||||||||
The following table presents revenue by geographic area for the three months ended March 31, 2015 and 2014 (in thousands). | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
United States | $ | 4,962 | $ | 4,500 | |||||||||||||
Brazil | 3,083 | 2,648 | |||||||||||||||
Other international | 1,614 | 536 | |||||||||||||||
Total revenues | $ | 9,659 | $ | 7,684 |
FAIR_VALUE_MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
FAIR VALUE MEASUREMENT [Abstract] | |||||||||||||||||||||
FAIR VALUE MEASUREMENT | NOTE 14. FAIR VALUE MEASUREMENT | ||||||||||||||||||||
The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of March 31, 2015, the fair value of our USA segment debt (Level 3 measurement) is approximately $0.3 million higher than the $5.3 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 | ||||||||||||||||||
Total liabilities at fair value, as of March 31, 2015 - derivative warrant liabilities | $ | - | $ | - | $ | (782 | ) | $ | (782 | ) | |||||||||||
Total liabilities at fair value, as of December 31, 2014 - derivative warrant liabilities | $ | - | $ | - | $ | (955 | ) | $ | (955 | ) | |||||||||||
Warrants accounted for as derivative liabilities are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. | |||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||
Risk-free interest rate | 0.20% | 0.1% - 1.0% | |||||||||||||||||||
(0.7% weighted average) | |||||||||||||||||||||
Expected volatility | 80.7% - 91.2% | 95% | |||||||||||||||||||
(88.2% weighted average) | |||||||||||||||||||||
The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands): | |||||||||||||||||||||
Fair Value as | Total | Issuance of | Fair Value, at | Change in | |||||||||||||||||
of Beginning | Realized and | New | End of Period | Unrealized | |||||||||||||||||
of Period | Unrealized | Instruments | Gains | ||||||||||||||||||
Gains | (Losses) on | ||||||||||||||||||||
(Losses) | Instruments | ||||||||||||||||||||
Still Held | |||||||||||||||||||||
(1 | ) | ||||||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||||||
Derivative warrant liability | $ | (955 | ) | $ | 173 | $ | - | $ | (782 | ) | $ | 173 | |||||||||
Derivative conversion liability | - | - | - | - | - | ||||||||||||||||
Total Level 3 fair value | $ | (955 | ) | $ | 173 | $ | - | $ | (782 | ) | $ | 173 | |||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||||||
Derivative warrant liability | $ | (1,685 | ) | $ | 1,555 | $ | (4,991 | ) | $ | (5,121 | ) | $ | 1,555 | ||||||||
Derivative conversion liability | - | 503 | (589 | ) | (86 | ) | 503 | ||||||||||||||
Total Level 3 fair value | $ | (1,685 | ) | $ | 2,058 | $ | (5,580 | ) | $ | (5,207 | ) | $ | 2,058 | ||||||||
-1 | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
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 in 2012. The terms of the notes beneficially owned by Mr. Halpern were modified in the fourth quarter of 2013. In the three months ended March 31, 2015 and 2014 we paid less than $0.1 million of interest on subordinated notes beneficially owned by Mr. Halpern. | |
Transactions with W. John Short | |
W. John Short, our chief executive officer and director, invested in our subordinated convertible notes and related warrants $25 thousand in January 2012 and $25 thousand in April 2013. The terms of the notes beneficially owned by Mr. Short were modified in the fourth quarter of 2013. In the three months ended March 31, 2015 and 2014 we paid less than $1 thousand of interest on subordinated notes beneficially owned by Mr. Short. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 16. INCOME TAXES |
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. |
CONCENTRATION_OF_CREDIT_RISK
CONCENTRATION OF CREDIT RISK | 3 Months Ended |
Mar. 31, 2015 | |
CONCENTRATION OF CREDIT RISK [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 17. CONCENTRATION OF CREDIT RISK |
One USA segment customer accounted for approximately 28% of our consolidated revenues for the three months ended March 31, 2015 and 27% of our consolidated revenues for the three months ended March 31, 2014. This customer accounted for approximately 2% and 3% of our consolidated accounts receivable balances at March 31, 2015 and 2014, respectively. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18. SUBSEQUENT EVENT |
On May 12, 2015, we entered into an $8 million senior secured credit facility agreement with a lender consisting of a $3.5 million maximum working capital revolver and two term loan tranches. The credit facility will mature on June 1, 2018, with the potential for two one-year maturity extensions. As part of the agreement, the lender received warrants to purchase 300,000 shares of our stock at a strike price of $5.25, exercisable over a five year term. This credit facility will be subject to certain financial and non-financial covenants. | |
As a result of the financing transaction, a majority of the subordinated note holders representing approximately 97% of the principal due have agreed to extend the maturity date of their notes to June 1, 2018. The interest rate will increase to 11.75% and the participating subordinated noteholders will receive 289,670 warrants cumulatively. |
BASIS_OF_PRESENTATION_Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
BASIS OF PRESENTATION [Abstract] | |
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 assess one of the characteristics of variable interest entities (VIEs) and introduces a separate analysis 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. | |
In April 2015, the FASB issued guidance on the presentation and disclosure of debt issuance costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption permitted for financial statements that have not been previously issued. The adoption of this statement will impact future presentation and disclosures of the financial statements. |
LOSS_PER_SHARE_EPS_Tables
LOSS PER SHARE (EPS) (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
LOSS PER SHARE (EPS) [Abstract] | |||||||||
Reconciliations of numerators and denominators in EPS computations | Below are reconciliations of the numerators and denominators in the EPS computations for the three months ended March 31, 2015 and 2014. | ||||||||
2015 | 2014 | ||||||||
NUMERATOR (in thousands): | |||||||||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ | (3,002 | ) | $ | (1,865 | ) | |||
DENOMINATOR: | |||||||||
Basic EPS - weighted average number of shares outstanding | 9,154,134 | 3,017,408 | |||||||
Effect of dilutive securities outstanding | - | - | |||||||
Diluted EPS - weighted average number of shares outstanding | 9,154,134 | 3,017,408 | |||||||
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 $11.48 and $24.52) | 264,305 | 174,141 | |||||||
Warrants (average exercise price of $5.77 and $6.27) | 6,503,959 | 2,750,335 | |||||||
Nonvested stock | 224,967 | - |
HN_ACQUISITION_Tables
H&N ACQUISITION (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
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 estimate | 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) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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). | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Cash and cash equivalents | $ | 37 | $ | 269 | |||||
Other current assets (restricted $1,727 and $1,980) | 4,286 | 4,735 | |||||||
Property, net (restricted $2,945 and $3,727) | 12,085 | 15,258 | |||||||
Goodwill and intangibles, net | 3,006 | 3,722 | |||||||
Other noncurrent assets | 29 | 34 | |||||||
Total assets | $ | 19,443 | $ | 24,018 | |||||
Current liabilities | $ | 5,637 | $ | 5,346 | |||||
Current portion of long-term debt (nonrecourse) | 3,877 | 4,758 | |||||||
Long-term debt, less current portion (nonrecourse) | 5,022 | 6,203 | |||||||
Total liabilities | $ | 14,536 | $ | 16,307 | |||||
Summary of changes in redeemable noncontrolling interest | A summary of changes in redeemable noncontrolling interest in Nutra SA follows for the three months ended March 31, 2015 and 2014 (in thousands). | ||||||||
2015 | 2014 | ||||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | $ | 2,643 | $ | 7,177 | |||||
Investors' interest in net loss of Nutra SA | (644 | ) | (920 | ) | |||||
Investors' interest in other comprehensive loss of Nutra SA | (481 | ) | 168 | ||||||
Accumulated Yield classified as other current liability | (142 | ) | - | ||||||
Redeemable noncontrolling interest in Nutra SA, end of period | $ | 1,376 | $ | 6,425 | |||||
Investors' average interest in Nutra SA | 34.2 | % | 45.2 | % |
INVENTORIES_Tables
INVENTORIES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
INVENTORIES [Abstract] | |||||||||
Inventories | Inventories are composed of the following (in thousands): | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Finished goods | $ | 2,674 | $ | 1,103 | |||||
Work in process | 131 | 380 | |||||||
Raw materials | 966 | 1,441 | |||||||
Packaging supplies | 499 | 584 | |||||||
Total inventories | $ | 4,270 | $ | 3,508 |
PROPERTY_Tables
PROPERTY (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
PROPERTY [Abstract] | |||||||||
Property, plant and equipment | Property, plant and equipment consist of the following (in thousands): | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 477 | $ | 364 | |||||
Furniture and fixtures | 449 | 539 | |||||||
Plant | 15,631 | 15,942 | |||||||
Computer and software | 1,871 | 1,701 | |||||||
Leasehold improvements | 637 | 568 | |||||||
Machinery and equipment | 22,854 | 21,519 | |||||||
Property | 41,919 | 40,633 | |||||||
Less accumulated depreciation | 20,483 | 15,880 | |||||||
Property, net | $ | 21,436 | $ | 24,753 |
GOODWILL_Tables
GOODWILL (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
GOODWILL [Abstract] | |||||||||
Summary of goodwill activity | A summary of goodwill activity follows for the three months ended March 31, 2015 and 2014. | ||||||||
2015 | 2014 | ||||||||
Goodwill, beginning of period | $ | 4,431 | $ | 4,139 | |||||
USA Segment - Acquisition of H&N | - | 675 | |||||||
Brazil segment - Effect of foreign currency translation | (635 | ) | 179 | ||||||
Goodwill, end of period | $ | 3,796 | $ | 4,993 |
EQUITY_SHAREBASED_COMPENSATION1
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS [Abstract] | |||||||||||||||||||||||||
Summary of equity activity | A summary of equity activity for the three months ended March 31, 2015, (in thousands, except share and per share data) follows. | ||||||||||||||||||||||||
Common Stock | Accumulated | Accumulated Other Comprehensive | Total | ||||||||||||||||||||||
Shares | Amount | Deficit | Loss | Equity | |||||||||||||||||||||
Balance, December 31, 2014 | 9,383,571 | $ | 261,299 | $ | (242,470 | ) | $ | (3,157 | ) | $ | 15,672 | ||||||||||||||
Share-based compensation, employees and directors | - | 205 | - | - | 205 | ||||||||||||||||||||
Other | 3,251 | 14 | - | - | 14 | ||||||||||||||||||||
Foreign currency translation | - | - | - | (937 | ) | (937 | ) | ||||||||||||||||||
Net loss | - | - | (3,002 | ) | - | (3,002 | ) | ||||||||||||||||||
Balance, March 31, 2015 | 9,386,822 | $ | 261,518 | $ | (245,472 | ) | $ | (4,094 | ) | $ | 11,952 | ||||||||||||||
Summary of stock option and warrant activity | A summary of stock option and warrant activity for the three months ended March 31, 2015, follows. | ||||||||||||||||||||||||
Options | Equity and Liability Warrants | ||||||||||||||||||||||||
Shares Under | Weighted | Weighted | Shares Under | Weighted | Weighted | ||||||||||||||||||||
Options | Average | Average | Warrants | Average | Average | ||||||||||||||||||||
Exercise | Remaining | Exercise | Remaining | ||||||||||||||||||||||
Price | Contractual | Price | Contractual | ||||||||||||||||||||||
Life (Years) | Life (Years) | ||||||||||||||||||||||||
Outstanding, December 31, 2014 | 269,642 | $ | 12.12 | 7.9 | 6,503,959 | $ | 5.77 | 4.3 | |||||||||||||||||
Granted | - | - | - | - | |||||||||||||||||||||
Exercised | - | - | - | - | |||||||||||||||||||||
Forfeited, expired or cancelled | (15,000 | ) | 23.18 | - | - | ||||||||||||||||||||
Outstanding, March 31, 2015 | 254,642 | $ | 11.47 | 7.7 | 6,503,959 | $ | 5.77 | 4.1 | |||||||||||||||||
Exercisable, March 31, 2015 | 144,141 | $ | 16.15 | 6.4 | 5,322,264 | $ | 5.88 | 3.8 |
DEBT_Tables
DEBT (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
DEBT [Abstract] | |||||||||
Current and long-term debt | The following table summarizes current and long-term portions of debt (in thousands). | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Corporate segment: | |||||||||
Subordinated notes, net | $ | 5,186 | $ | 4,978 | |||||
Other | 144 | 157 | |||||||
5,330 | 5,135 | ||||||||
Brazil segment: | |||||||||
Capital expansion loans | 2,876 | 3,629 | |||||||
Working capital lines of credit | 1,811 | 2,408 | |||||||
Advances on customer export orders | 1,557 | 1,810 | |||||||
Special tax programs | 2,585 | 3,016 | |||||||
Other | 69 | 98 | |||||||
8,898 | 10,961 | ||||||||
Total debt | 14,228 | 16,096 | |||||||
Current portion | 3,931 | 4,808 | |||||||
Long-term portion | $ | 10,297 | $ | 11,288 |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
SEGMENT INFORMATION [Abstract] | |||||||||||||||||
Segment information identified and reconciliations of segment information to total consolidated information | Three Months Ended March 31, 2015 | Corporate | USA | Brazil | Consolidated | ||||||||||||
Revenues | $ | - | $ | 5,062 | $ | 4,597 | $ | 9,659 | |||||||||
Cost of goods sold | - | 3,412 | 5,193 | 8,605 | |||||||||||||
Gross profit | - | 1,650 | (596 | ) | 1,054 | ||||||||||||
Depreciation and amortization (in selling, general and administrative) | (15 | ) | (393 | ) | (97 | ) | (505 | ) | |||||||||
Other operating expense | (1,178 | ) | (1,452 | ) | (857 | ) | (3,487 | ) | |||||||||
Income (loss) from operations | $ | (1,193 | ) | $ | (195 | ) | $ | (1,550 | ) | $ | (2,938 | ) | |||||
Net income (loss) attributable to RiceBran Technologies shareholders | $ | (1,152 | ) | $ | (195 | ) | $ | (1,655 | ) | $ | (3,002 | ) | |||||
Interest expense | 294 | - | 505 | 799 | |||||||||||||
Depreciation (in cost of goods sold) | - | 141 | 516 | 657 | |||||||||||||
Purchases of property | - | 236 | 71 | 307 | |||||||||||||
Three Months Ended March 31, 2014 | Corporate | USA | Brazil | Consolidated | |||||||||||||
Revenues | $ | - | $ | 4,993 | $ | 2,691 | $ | 7,684 | |||||||||
Cost of goods sold | - | 3,377 | 2,893 | 6,270 | |||||||||||||
Gross profit | - | 1,616 | (202 | ) | 1,414 | ||||||||||||
Depreciation and amortization (in selling, general and administrative) | (10 | ) | (638 | ) | (170 | ) | (818 | ) | |||||||||
Other operating expense | (1,632 | ) | (742 | ) | (941 | ) | (3,315 | ) | |||||||||
Income (loss) from operations | $ | (1,642 | ) | $ | 236 | $ | (1,313 | ) | $ | (2,719 | ) | ||||||
Net income (loss) attributable to RiceBran Technologies shareholders | $ | (988 | ) | $ | 236 | $ | (1,113 | ) | $ | (1,865 | ) | ||||||
Interest expense | 530 | - | 658 | 1,188 | |||||||||||||
Depreciation (in cost of goods sold) | - | 253 | 424 | 677 | |||||||||||||
Purchases of property | 84 | 143 | 1,976 | 2,203 | |||||||||||||
Segment information for selected balance sheet accounts | The tables below present segment information for selected balance sheet accounts (in thousands). | ||||||||||||||||
Corporate | USA | Brazil | Consolidated | ||||||||||||||
As of March 31, 2015 | |||||||||||||||||
Inventories | $ | - | $ | 2,972 | $ | 1,298 | $ | 4,270 | |||||||||
Property, net | 440 | 8,911 | 12,085 | 21,436 | |||||||||||||
Goodwill | - | 790 | 3,006 | 3,796 | |||||||||||||
Intangible assets, net | - | 2,298 | - | 2,298 | |||||||||||||
Total assets | 3,073 | 17,139 | 19,443 | 39,655 | |||||||||||||
As of December 31, 2014 | |||||||||||||||||
Inventories | - | 2,219 | 1,289 | 3,508 | |||||||||||||
Property, net | 135 | 9,360 | 15,258 | 24,753 | |||||||||||||
Goodwill | - | 790 | 3,641 | 4,431 | |||||||||||||
Intangible assets, net | - | 2,658 | 82 | 2,740 | |||||||||||||
Total assets | 4,212 | 17,854 | 24,018 | 46,084 | |||||||||||||
Revenue by geographic area | The following table presents revenue by geographic area for the three months ended March 31, 2015 and 2014 (in thousands). | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
United States | $ | 4,962 | $ | 4,500 | |||||||||||||
Brazil | 3,083 | 2,648 | |||||||||||||||
Other international | 1,614 | 536 | |||||||||||||||
Total revenues | $ | 9,659 | $ | 7,684 |
FAIR_VALUE_MEASUREMENT_Tables
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
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 | ||||||||||||||||||
Total liabilities at fair value, as of March 31, 2015 - derivative warrant liabilities | $ | - | $ | - | $ | (782 | ) | $ | (782 | ) | |||||||||||
Total liabilities at fair value, as of December 31, 2014 - derivative warrant liabilities | $ | - | $ | - | $ | (955 | ) | $ | (955 | ) | |||||||||||
Additional assumptions used to calculate fair value | Additional assumptions that were used to calculate fair value follow. | ||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||
Risk-free interest rate | 0.20% | 0.1% - 1.0% | |||||||||||||||||||
(0.7% weighted average) | |||||||||||||||||||||
Expected volatility | 80.7% - 91.2% | 95% | |||||||||||||||||||
(88.2% weighted average) | |||||||||||||||||||||
Changes in level 3 items measured at fair value | The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands): | ||||||||||||||||||||
Fair Value as | Total | Issuance of | Fair Value, at | Change in | |||||||||||||||||
of Beginning | Realized and | New | End of Period | Unrealized | |||||||||||||||||
of Period | Unrealized | Instruments | Gains | ||||||||||||||||||
Gains | (Losses) on | ||||||||||||||||||||
(Losses) | Instruments | ||||||||||||||||||||
Still Held | |||||||||||||||||||||
(1 | ) | ||||||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||||||
Derivative warrant liability | $ | (955 | ) | $ | 173 | $ | - | $ | (782 | ) | $ | 173 | |||||||||
Derivative conversion liability | - | - | - | - | - | ||||||||||||||||
Total Level 3 fair value | $ | (955 | ) | $ | 173 | $ | - | $ | (782 | ) | $ | 173 | |||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||||||
Derivative warrant liability | $ | (1,685 | ) | $ | 1,555 | $ | (4,991 | ) | $ | (5,121 | ) | $ | 1,555 | ||||||||
Derivative conversion liability | - | 503 | (589 | ) | (86 | ) | 503 | ||||||||||||||
Total Level 3 fair value | $ | (1,685 | ) | $ | 2,058 | $ | (5,580 | ) | $ | (5,207 | ) | $ | 2,058 | ||||||||
-1 | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. |
BUSINESS_Details
BUSINESS (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
BUSINESS [Abstract] | ||
Number of reportable business segments | 2 | |
Number of locations in California | 2 | |
Number of locations in Louisiana | 1 | |
Number of locations in Lake Charles, Louisiana | 1 | |
Revenue from Human Food Products [Member] | USA Segment Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 81.00% | |
RBO Products [Member] | Brazil Segment Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 47.00% | 39.00% |
LIQUIDITY_AND_MANAGEMENTS_PLAN1
LIQUIDITY AND MANAGEMENT'S PLAN (Details) (Subsequent Event [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | 12-May-15 |
Tranche | |
Line of Credit Facility [Line Items] | |
Term loan tranches | 2 |
Senior Secured Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Credit facility agreement | 8 |
Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Maximum working capital revolver | 3.5 |
LOSS_PER_SHARE_EPS_Details
LOSS PER SHARE (EPS) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
NUMERATOR [Abstract] | ||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | ($3,002) | ($1,865) |
DENOMINATOR [Abstract] | ||
Basic EPS - weighted average number of shares outstanding (in shares) | 9,154,134 | 3,017,408 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 9,154,134 | 3,017,408 |
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) | 264,305 | 174,141 |
Average exercise price of options (in dollars per share) | $11.48 | $24.52 |
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) | 6,503,959 | 2,750,335 |
Average exercise price of warrants (in dollars per share) | $5.77 | $6.27 |
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) | 224,967 | 0 |
HN_ACQUISITION_Details
H&N ACQUISITION (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 02, 2014 | Jan. 02, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract] | ||||||
Goodwill - USA segment | $3,796,000 | $4,993,000 | $4,431,000 | $4,139,000 | ||
Revenues | 9,659,000 | 7,684,000 | ||||
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] | ||||||
Cash | 1,800,000 | 1,800,000 | ||||
Cash holdback for contingencies | 200,000 | 200,000 | ||||
Convertible notes payable | 2,785,000 | 2,785,000 | ||||
Total fair value of consideration transferred | 4,785,000 | |||||
Financial assets, including acquired cash of $1,075 | 1,314,000 | 1,314,000 | ||||
Inventories | 1,109,000 | 1,109,000 | ||||
Property | 963,000 | 963,000 | ||||
Identified intangible asset estimate | 3,847,000 | 3,847,000 | ||||
Deferred income taxes, net | -1,529,000 | -1,529,000 | ||||
Financial liabilities | -1,709,000 | -1,709,000 | ||||
Net recognized amounts of identifiable assets acquired | 3,995,000 | 3,995,000 | ||||
Goodwill - USA segment | 790,000 | 790,000 | ||||
Acquired cash | 1,075,000 | |||||
Amount payable upon resolution of certain contingencies | 200,000 | 200,000 | ||||
Fair value of trade receivables | 100,000 | 100,000 | ||||
Amortization expense | 300,000 | |||||
Revenues | 2,500,000 | |||||
H and N [Member] | Customer Relationships [Member] | ||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract] | ||||||
Acquired intangible assets | 3,800,000 | |||||
Amortization of intangible in 2014 | 1,700,000 | |||||
Amortization of intangible in 2015 | 1,300,000 | |||||
Amortization of intangible in 2016 | $800,000 |
REDEEMABLE_NONCONTROLLING_INTE2
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | 13-May-15 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||||
Cash and cash equivalents | $1,249,000 | $4,798,000 | $3,610,000 | $5,091,000 | |
Other current assets (restricted $1,727 and $1,980) | 909,000 | 1,071,000 | |||
Property, net (restricted $2,945 and $3,727) | 21,436,000 | 24,753,000 | |||
Other noncurrent assets | 158,000 | 88,000 | |||
Total assets | 39,655,000 | 46,084,000 | |||
Current liabilities | 14,857,000 | 15,130,000 | |||
Current portion of long-term debt (nonrecourse) | 3,931,000 | 4,808,000 | |||
Long-term debt, less current portion (nonrecourse) | 10,297,000 | 11,288,000 | |||
Total liabilities | 26,327,000 | 27,769,000 | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | 2,643,000 | ||||
Redeemable noncontrolling interest in Nutra SA, end of period | 1,376,000 | 2,643,000 | |||
Nutra SA [Member] | |||||
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||||
Cash and cash equivalents | 37,000 | 269,000 | |||
Other current assets (restricted $1,727 and $1,980) | 4,286,000 | 4,735,000 | |||
Property, net (restricted $2,945 and $3,727) | 12,085,000 | 15,258,000 | |||
Goodwill and intangibles, net | 3,006,000 | 3,722,000 | |||
Other noncurrent assets | 29,000 | 34,000 | |||
Total assets | 19,443,000 | 24,018,000 | |||
Current liabilities | 5,637,000 | 5,346,000 | |||
Current portion of long-term debt (nonrecourse) | 3,877,000 | 4,758,000 | |||
Long-term debt, less current portion (nonrecourse) | 5,022,000 | 6,203,000 | |||
Total liabilities | 14,536,000 | 16,307,000 | |||
Restricted portion of other current assets | 1,727,000 | 1,980,000 | |||
Variable interest entity restricted portion of property, net | 2,945,000 | 3,727,000 | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | 2,643,000 | 7,177,000 | |||
Investors' interest in net loss of Nutra SA | -644,000 | -920,000 | |||
Investors' interest in other comprehensive loss of Nutra SA | -481,000 | 168,000 | |||
Accumulated Yield classified as other current liability | -142,000 | 0 | |||
Redeemable noncontrolling interest in Nutra SA, end of period | 1,376,000 | 6,425,000 | |||
Investors' average interest in Nutra SA (in hundredths) | 34.20% | 45.20% | |||
Irgovel [Member] | |||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Minimum EBITDA triggering default status | 4,000,000 | ||||
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 | ||||
Investors [Member] | |||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Ownership percentage of noncontrolling owner (in hundredths) | 33.90% | 34.70% | |||
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] | |||||
Yield earned beginning in January, 2014 (in hundredths) | 4.00% | ||||
Accrued yield in other expense | 700,000 | ||||
Contributions to be made | 1,100,000 | ||||
Drag along right termination amount | 50,000,000 | ||||
Investors [Member] | Nutra SA [Member] | Subsequent Event [Member] | |||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Contributions to be made | $200,000 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
INVENTORIES [Abstract] | ||
Finished goods | $2,674 | $1,103 |
Work in process | 131 | 380 |
Raw materials | 966 | 1,441 |
Packaging supplies | 499 | 584 |
Total inventories | $4,270 | $3,508 |
PROPERTY_Details
PROPERTY (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property | $41,919,000 | $40,633,000 |
Less accumulated depreciation | 20,483,000 | 15,880,000 |
Property, net | 21,436,000 | 24,753,000 |
Amount payable for capital expansion project additions | 100,000 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | 477,000 | 364,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | 449,000 | 539,000 |
Plant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | 15,631,000 | 15,942,000 |
Computer and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | 1,871,000 | 1,701,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | 637,000 | 568,000 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | $22,854,000 | $21,519,000 |
GOODWILL_Details
GOODWILL (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ||||
Beginning of period | $4,431 | $4,139 | ||
Ending of period | 3,796 | 4,993 | 4,431 | 4,139 |
USA Segment [Member] | ||||
Goodwill [Roll Forward] | ||||
Acquisition of H&N | 0 | 675 | ||
Brazil Segment [Member] | ||||
Goodwill [Roll Forward] | ||||
Effect of foreign currency translation | ($635) | $179 |
EQUITY_SHAREBASED_COMPENSATION2
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | $15,672 | |
Balance at beginning of period (in shares) | 9,383,571 | |
Share-based compensation, employees and directors | 205 | |
Other | 14 | |
Foreign currency translation | -937 | |
Net loss | -3,002 | -1,865 |
Balance at end of period | 11,952 | |
Balance at end of period (in shares) | 9,386,822 | |
Common Stock [Member] | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | 261,299 | |
Balance at beginning of period (in shares) | 9,383,571 | |
Share-based compensation, employees and directors | 205 | |
Share-based compensation, employees and directors (in shares) | 0 | |
Other (in shares) | 3,251 | |
Other | 14 | |
Foreign currency translation | 0 | |
Net loss | 0 | |
Balance at end of period | 261,518 | |
Balance at end of period (in shares) | 9,386,822 | |
Accumulated Deficit [Member] | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | -242,470 | |
Share-based compensation, employees and directors | 0 | |
Other | 0 | |
Foreign currency translation | 0 | |
Net loss | -3,002 | |
Balance at end of period | -245,472 | |
Accumulated Other Comprehensive Loss [Member] | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | -3,157 | |
Share-based compensation, employees and directors | 0 | |
Other | 0 | |
Foreign currency translation | -937 | |
Net loss | 0 | |
Balance at end of period | ($4,094) |
EQUITY_SHAREBASED_COMPENSATION3
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS, STOCK OPTION AND WARRANT ACTIVITY (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Options [Member] | ||
Shares Under Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 269,642 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited, expired or cancelled (in shares) | -15,000 | |
Outstanding at end of period (in shares) | 254,642 | 269,642 |
Exercisable at end of period (in shares) | 144,141 | |
Options, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning of period (in dollars per share) | $12.12 | |
Granted (in dollars per share) | $0 | |
Exercised (in dollars per share) | $0 | |
Forfeited, expired or cancelled (in dollars per share) | $23.18 | |
Outstanding at end of period (in dollars per share) | $11.47 | $12.12 |
Exercisable at end of period (in dollars per share) | $16.15 | |
Options, Additional Disclosures [Abstract] | ||
Outstanding, weighted average remaining contractual life | 7 years 8 months 12 days | 7 years 10 months 24 days |
Exercisable, weighted average remaining contractual life | 6 years 4 months 24 days | |
Equity and Liability Warrants [Member] | ||
Shares Under Warrants [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 6,503,959 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited, expired or cancelled (in shares) | 0 | |
Outstanding at end of period (in shares) | 6,503,959 | 6,503,959 |
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) | $5.77 | |
Granted (in dollars per share) | $0 | |
Exercised (in dollars per share) | $0 | |
Forfeited, expired or cancelled (in dollars per share) | $0 | |
Outstanding at end of period (in dollars per share) | $5.77 | $5.77 |
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 1 month 6 days | 4 years 3 months 18 days |
Exercisable, weighted average remaining contractual life | 3 years 9 months 18 days |
EQUITY_SHAREBASED_COMPENSATION4
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS, TEXT (Details) (USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 |
Agreement | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |
Number of warrant agreements outstanding | 2 |
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 |
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 |
Compensation expense | 0.2 |
Compensation expense not yet recognized | 0.8 |
Period over which compensation expense is recognized | 2 years 2 months 12 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 2014 [Member] | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |
Granted (in shares) | 44,026 |
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 |
DEBT_Details
DEBT (Details) | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Jul. 31, 2012 |
USD ($) | BRL | USD ($) | Corporate Segment [Member] | Corporate Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Subordinated Notes, Net [Member] | Subordinated Notes, Net [Member] | Other [Member] | Other [Member] | Other [Member] | Other [Member] | Capital Expansion Loans [Member] | Capital Expansion Loans [Member] | Capital Expansion Loans [Member] | Working Capital Lines of Credit [Member] | Working Capital Lines of Credit [Member] | Working Capital Lines of Credit [Member] | Working Capital Lines of Credit [Member] | Working Capital Lines of Credit [Member] | Advances on Customer Export Orders [Member] | Advances on Customer Export Orders [Member] | Advances on Customer Export Orders [Member] | Advances on Customer Export Orders [Member] | Advances on Customer Export Orders [Member] | Special Tax Programs [Member] | Special Tax Programs [Member] | Third Credit Agreement [Member] | Third Credit Agreement [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | Corporate Segment [Member] | Corporate Segment [Member] | Corporate Segment [Member] | Corporate Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | Brazil Segment [Member] | ||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | BRL | USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Average [Member] | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Average [Member] | USD ($) | USD ($) | BRL | |||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Total debt | $14,228,000 | $16,096,000 | $5,330,000 | $5,135,000 | $8,898,000 | $10,961,000 | $5,186,000 | $4,978,000 | $144,000 | $157,000 | $69,000 | $98,000 | $2,876,000 | $3,629,000 | $1,811,000 | $2,408,000 | $1,557,000 | $1,810,000 | $2,585,000 | $3,016,000 | ||||||||||
Current portion | 3,931,000 | 4,808,000 | ||||||||||||||||||||||||||||
Long-term portion | 10,297,000 | 11,288,000 | ||||||||||||||||||||||||||||
Principal amount outstanding of subordinated notes | 7,900,000 | 6,500,000 | ||||||||||||||||||||||||||||
Stated annual interest rate (in hundredths) | 5.00% | 6.50% | 6.50% | 10.40% | 34.80% | 26.20% | 5.00% | 10.00% | 9.60% | 12.80% | 5.50% | |||||||||||||||||||
Maturity date of note | 31-Jul-16 | 31-Dec-21 | 31-Dec-21 | 30-Sep-19 | 31-Jan-29 | 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% |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 0 Months Ended | ||
In Millions, unless otherwise specified | Feb. 06, 2009 | Mar. 31, 2015 | Feb. 06, 2009 |
Sellers [Member] | |||
Loss Contingencies [Line Items] | |||
Amount of second installment on purchase agreement being withheld | $1 | $1 | |
Settelment receivable from arbitration | 3.6 | ||
Amount held in escrow | 2 | 1.9 | 2 |
Amount of escrow liability in accrued expenses | 1.7 | ||
Pre-acquisition contingencies | 0.2 | ||
Escrow balance available to settle remaining contingencies | 1.7 | ||
Pending Litigation [Member] | Former Irgovel Stockholder David Resyng [Member] | |||
Loss Contingencies [Line Items] | |||
Damages sought by plaintiff | $3 |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||
Revenues | $9,659 | $7,684 | ||
Cost of goods sold | 8,605 | 6,270 | ||
Gross profit | 1,054 | 1,414 | ||
Depreciation and amortization (in selling, general and administrative) | -505 | -818 | ||
Other operating expense | -3,487 | -3,315 | ||
Income (loss) from operations | -2,938 | -2,719 | ||
Net income (loss) attributable to RiceBran Technologies shareholders | -3,002 | -1,865 | ||
Interest expense | 799 | 1,188 | ||
Depreciation (in costs of goods sold) | 657 | 677 | ||
Purchases of property | 307 | 2,203 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Inventories | 4,270 | 3,508 | ||
Property, net | 21,436 | 24,753 | ||
Goodwill | 3,796 | 4,993 | 4,431 | 4,139 |
Intangible assets, net | 2,298 | 2,740 | ||
Total assets | 39,655 | 46,084 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 9,659 | 7,684 | ||
Corporate [Member] | ||||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||
Revenues | 0 | 0 | ||
Cost of goods sold | 0 | 0 | ||
Gross profit | 0 | 0 | ||
Depreciation and amortization (in selling, general and administrative) | -15 | -10 | ||
Other operating expense | -1,178 | -1,632 | ||
Income (loss) from operations | -1,193 | -1,642 | ||
Net income (loss) attributable to RiceBran Technologies shareholders | -1,152 | -988 | ||
Interest expense | 294 | 530 | ||
Depreciation (in costs of goods sold) | 0 | 0 | ||
Purchases of property | 0 | 84 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Inventories | 0 | 0 | ||
Property, net | 440 | 135 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Total assets | 3,073 | 4,212 | ||
Operating Segments [Member] | USA [Member] | ||||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||
Revenues | 5,062 | 4,993 | ||
Cost of goods sold | 3,412 | 3,377 | ||
Gross profit | 1,650 | 1,616 | ||
Depreciation and amortization (in selling, general and administrative) | -393 | -638 | ||
Other operating expense | -1,452 | -742 | ||
Income (loss) from operations | -195 | 236 | ||
Net income (loss) attributable to RiceBran Technologies shareholders | -195 | 236 | ||
Interest expense | 0 | 0 | ||
Depreciation (in costs of goods sold) | 141 | 253 | ||
Purchases of property | 236 | 143 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Inventories | 2,972 | 2,219 | ||
Property, net | 8,911 | 9,360 | ||
Goodwill | 790 | 790 | ||
Intangible assets, net | 2,298 | 2,658 | ||
Total assets | 17,139 | 17,854 | ||
Operating Segments [Member] | Brazil [Member] | ||||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||
Revenues | 4,597 | 2,691 | ||
Cost of goods sold | 5,193 | 2,893 | ||
Gross profit | -596 | -202 | ||
Depreciation and amortization (in selling, general and administrative) | -97 | -170 | ||
Other operating expense | -857 | -941 | ||
Income (loss) from operations | -1,550 | -1,313 | ||
Net income (loss) attributable to RiceBran Technologies shareholders | -1,655 | -1,113 | ||
Interest expense | 505 | 658 | ||
Depreciation (in costs of goods sold) | 516 | 424 | ||
Purchases of property | 71 | 1,976 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Inventories | 1,298 | 1,289 | ||
Property, net | 12,085 | 15,258 | ||
Goodwill | 3,006 | 3,641 | ||
Intangible assets, net | 0 | 82 | ||
Total assets | 19,443 | 24,018 | ||
Reportable Geographic Segment [Member] | USA [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 4,962 | 4,500 | ||
Reportable Geographic Segment [Member] | Brazil [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 3,083 | 2,648 | ||
Reportable Geographic Segment [Member] | Other International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $1,614 | $536 |
FAIR_VALUE_MEASUREMENT_Details
FAIR VALUE MEASUREMENT (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of convertible debt's excess value over carrying value | 300,000 | |
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ||
Total liabilities at fair value | 5,300,000 | |
Derivative Warrant Liability [Member] | Recurring [Member] | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ||
Total liabilities at fair value | -782,000 | -955,000 |
Derivative Warrant Liability [Member] | Recurring [Member] | Minimum [Member] | ||
Fair value assumptions [Abstract] | ||
Risk-free interest rate (in hundredths) | 0.10% | |
Expected volatility (in hundredths) | 80.70% | |
Derivative Warrant Liability [Member] | Recurring [Member] | Maximum [Member] | ||
Fair value assumptions [Abstract] | ||
Risk-free interest rate (in hundredths) | 1.00% | |
Expected volatility (in hundredths) | 91.20% | |
Derivative Warrant Liability [Member] | Recurring [Member] | Weighted Average [Member] | ||
Fair value assumptions [Abstract] | ||
Risk-free interest rate (in hundredths) | 0.20% | 0.70% |
Expected volatility (in hundredths) | 88.20% | 95.00% |
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] | ||
Total liabilities at fair value | 0 | 0 |
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] | ||
Total liabilities at fair value | 0 | 0 |
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] | ||
Total liabilities at fair value | -782,000 | -955,000 |
FAIR_VALUE_MEASUREMENT_Unobser
FAIR VALUE MEASUREMENT, Unobservable Input Reconciliation (Details) (Recurring [Member], USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward] | ||||
Fair Value as of Beginning of Period | ($955) | ($1,685) | ||
Total Realized and Unrealized Gains (Losses) | 173 | [1] | 2,058 | [1] |
Issuance of New Instruments | 0 | -5,580 | ||
Fair Value, at End of Period | -782 | -5,207 | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | 173 | 2,058 | ||
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 | -955 | -1,685 | ||
Total Realized and Unrealized Gains (Losses) | 173 | [1] | 1,555 | [1] |
Issuance of New Instruments | 0 | -4,991 | ||
Fair Value, at End of Period | -782 | -5,121 | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | 173 | 1,555 | ||
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 | 0 | ||
Total Realized and Unrealized Gains (Losses) | 0 | [1] | 503 | [1] |
Issuance of New Instruments | 0 | -589 | ||
Fair Value, at End of Period | 0 | -86 | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | $0 | $503 | ||
[1] | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Apr. 30, 2013 | Jan. 31, 2012 |
Related Party Transaction [Line Items] | ||||
Interest paid | $441 | $580 | ||
Director - Baruch Halpern [Member] | Convertible Subordinated Debt [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | 2,600 | |||
Interest paid | 100 | 100 | ||
Chief Executive Officer and Director [Member] | Convertible Subordinated Debt [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | 25 | 25 | ||
Interest paid | $1 | $1 |
CONCENTRATION_OF_CREDIT_RISK_D
CONCENTRATION OF CREDIT RISK (Details) (One Customer [Member], USA [Member], Customer Concentration Risk [Member]) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 28.00% | 27.00% |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (in hundredths) | 2.00% | 2.00% |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 0 Months Ended | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | 12-May-15 | Mar. 31, 2015 |
Subsequent Event [Line Items] | ||
Exercisable period | 5 years | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of loan tranches | 2 | |
Maturity time period of credit facility | 3 years | |
Warrants to purchase (in shares) | 300,000 | |
Stock at a strike price (in dollar per share) | 5.25 | |
Subsequent Event [Member] | Subordinated Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt maturity date | 1-Jun-18 | |
Percentage of note holders who agreed to extend maturity date (in hundredths) | 97.00% | |
Subordinated note interest rate (in hundredths) | 11.75% | |
Cummulative number of warrants subordinated note holders to receive (in shares) | 289,670 | |
Subsequent Event [Member] | Senior Secured Credit Facility [Member] | ||
Subsequent Event [Line Items] | ||
Secured credit facility agreement | 8 | |
Debt maturity date | 1-Jun-18 | |
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||
Subsequent Event [Line Items] | ||
Maximum working capital | 3.5 |