Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RiceBran Technologies | |
Entity Central Index Key | 1,063,537 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 9,530,806 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Consolidated Statements of Operations (Unaudited) [Abstract] | ||||
Revenues | $ 8,917 | $ 10,411 | $ 29,982 | $ 29,438 |
Cost of goods sold | 6,860 | 9,446 | 24,634 | 25,863 |
Gross profit | 2,057 | 965 | 5,348 | 3,575 |
Operating expenses: | ||||
Selling, general and administrative | 2,977 | 4,014 | 9,817 | 10,744 |
Depreciation and amortization | 426 | 695 | 1,360 | 2,272 |
Total operating expenses | 3,403 | 4,709 | 11,177 | 13,016 |
Income (loss) from operations | (1,346) | (3,744) | (5,829) | (9,441) |
Other income (expense): | ||||
Interest income | 23 | 63 | 91 | 100 |
Interest expense - accreted on debt | (57) | 0 | (395) | (6,323) |
Interest expense - other | (704) | (1,043) | (2,039) | (3,473) |
Change in fair value of derivative warrant and conversion liabilities | 654 | 49 | 1,211 | (1,679) |
Foreign currency exchange loss, net | (93) | (203) | (281) | (68) |
Loss on extinguishment | 0 | 0 | (1,904) | (892) |
Financing expense | 0 | 0 | 0 | (2,072) |
Other income | 2 | 10 | 167 | 10 |
Other expense | (55) | (200) | (214) | (318) |
Total other expense | (230) | (1,324) | (3,364) | (14,715) |
Loss before income taxes | (1,576) | (5,068) | (9,193) | (24,156) |
Income tax benefit | 6 | 139 | 19 | 737 |
Net loss | (1,570) | (4,929) | (9,174) | (23,419) |
Net loss attributable to noncontrolling interest in Nutra SA | 1,046 | 1,233 | 2,122 | 2,798 |
Net loss attributable to RiceBran Technologies shareholders | $ (524) | $ (3,696) | $ (7,052) | $ (20,621) |
Loss per share attributable to RiceBran Technologies shareholders | ||||
Basic (in dollars per share) | $ (0.06) | $ (0.47) | $ (0.77) | $ (4.05) |
Diluted (in dollars per share) | $ (0.06) | $ (0.47) | $ (0.77) | $ (4.05) |
Weighted average number of shares outstanding | ||||
Basic (in shares) | 9,222,150 | 7,915,349 | 9,181,607 | 5,086,994 |
Diluted (in shares) | 9,222,150 | 7,915,349 | 9,181,607 | 5,086,994 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) [Abstract] | ||||
Net loss | $ (1,570) | $ (4,929) | $ (9,174) | $ (23,419) |
Other comprehensive loss - foreign currency translation, net of tax | (1,501) | (1,044) | (2,731) | (414) |
Comprehensive loss, net of tax | (3,071) | (5,973) | (11,905) | (23,833) |
Comprehensive loss attributable to noncontrolling interest, net of tax | 1,528 | 1,631 | 3,022 | 2,920 |
Total comprehensive loss attributable to RiceBran Technologies shareholders | $ (1,543) | $ (4,342) | $ (8,883) | $ (20,913) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,523 | $ 3,610 |
Restricted cash | 1,920 | 1,920 |
Accounts receivable, net of allowance for doubtful accounts of $485 and $574 (variable interest entity restricted $1,500 and $1,980) | 2,756 | 3,055 |
Inventories | 3,899 | 3,508 |
Income and operating taxes recoverable | 781 | 737 |
Deferred tax asset | 171 | 171 |
Deposits and other current assets | 979 | 1,071 |
Total current assets | 12,029 | 14,072 |
Property, net (variable interest entity restricted $2,144 and $3,727) | 18,133 | 24,753 |
Goodwill | 3,174 | 4,431 |
Intangible assets, net | 1,579 | 2,740 |
Other long-term assets | 585 | 88 |
Total assets | 35,500 | 46,084 |
Current liabilities: | ||
Accounts payable | 2,473 | 3,286 |
Accrued salary, wages and benefits | 2,340 | 2,206 |
Accrued expenses | 4,635 | 4,257 |
Other liabilities | 0 | 573 |
Current maturities of debt (variable interest entity nonrecourse $3,069 and $4,758) | 4,912 | 4,808 |
Total current liabilities | 14,360 | 15,130 |
Long-term debt, less current portion (variable interest entity nonrecourse $3,651 and $6,203) | 11,957 | 11,288 |
Deferred tax liability | 378 | 396 |
Derivative warrant liabilities | 468 | 955 |
Total liabilities | $ 27,163 | $ 27,769 |
Commitments and contingencies | ||
Temporary equity: | ||
Temporary Equity - Redeemable noncontrolling interest in Nutra SA | $ 195 | $ 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, 9,530,806 and 9,383,571 shares issued and outstanding, respectively | 262,652 | 261,299 |
Accumulated deficit | (249,522) | (242,470) |
Accumulated other comprehensive loss | (4,988) | (3,157) |
Total equity attributable to RiceBran Technologies shareholders | 8,142 | 15,672 |
Total liabilities, temporary equity and equity | $ 35,500 | $ 46,084 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 485 | $ 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) | 9,530,806 | 9,383,571 |
Common stock, shares outstanding (in shares) | 9,530,806 | 9,383,571 |
Variable Interest Entity [Member] | ||
Current assets: | ||
Accounts receivable, variable interest entity restricted | $ 1,500 | $ 1,980 |
Variable interest entity restricted portion of property, net | 2,144 | 3,727 |
Current liabilities: | ||
Nonrecourse portion of current maturities of long-term debt | 3,069 | 4,758 |
Long-term liabilities: | ||
Long-term debt, less current portion variable interest entity nonrecourse | $ 3,651 | $ 6,203 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flow from operating activities: | ||
Net loss | $ (9,174) | $ (23,419) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,196 | 5,079 |
Stock and share-based compensation | 627 | 525 |
Change in fair value of derivative warrant and conversion liabilities | (1,211) | 1,679 |
Loss on extinguishment of debt | 1,904 | 892 |
Financing expense | 0 | 2,072 |
Deferred tax benefit | (19) | (737) |
Interest accreted | 395 | 6,909 |
Other | 213 | 285 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (550) | (503) |
Inventories | (726) | (6) |
Accounts payable and accrued expenses | 1,318 | (737) |
Other | (486) | 128 |
Net cash used in operating activities | (4,513) | (7,833) |
Cash flows from investing activities: | ||
Acquisition of HN, net of cash acquired | 0 | (725) |
Purchases of property | (991) | (4,221) |
Proceeds from sale of property | 0 | 23 |
Net cash used in investing activities | (991) | (4,923) |
Cash flows from financing activities: | ||
Payments of debt | (14,789) | (15,552) |
Proceeds from issuance of debt and related warrants, net of issuance costs | 17,979 | 12,782 |
Proceeds from issuance of common stock and warrants, net of costs | 0 | 12,952 |
Other | 0 | (330) |
Net cash provided by financing activities | 3,190 | 9,852 |
Effect of exchange rate changes on cash and cash equivalents | 227 | (162) |
Net change in cash and cash equivalents | (2,087) | (3,066) |
Cash and cash equivalents, beginning of period | 3,610 | 5,091 |
Cash and cash equivalents, end of period | 1,523 | 2,025 |
Supplemental disclosures: | ||
Cash paid for interest | 1,306 | 2,239 |
Cash paid for income taxes | $ 0 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 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 interim results reported in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared assuming we will continue as a going concern based on the realization of assets and the satisfaction of liabilities in the normal course of business. Recent Accounting Pronouncements 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 2018. 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 2018. 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. In July 2015, the FASB issued an update on simplifying the measurement of inventory, which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method (RIM) are not impacted by the new guidance. The guidance only addresses the measurement of the inventory if its value declines or is impaired. Prior to the issuance of the standard, inventory was measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin). This necessitated obtaining three data points to determine market value. Replacing the concept of market with the single measurement of net realizable value is intended to create efficiencies. The guidance defines net realizable value as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance is effective prospectively for annual periods beginning after December 15, 2016. We are currently evaluating the impact of adoption of the guidance and believe the adoption of the guidance will not have a material impact on our condensed consolidated financial statements. |
BUSINESS
BUSINESS | 9 Months Ended |
Sep. 30, 2015 | |
BUSINESS [Abstract] | |
BUSINESS | NOTE 2. BUSINESS We are a human food ingredient, 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. . Our target markets are natural food, functional food, nutritional 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, Stage II products (described below) and Proryza products; in addition, we formulate and package finished consumer products for our customers on a business-to-business basis at our Healthy Natural Inc. plant in Irving, Texas; and corporate interest 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 human food ingredients and functional foods for use in meats, baked goods, cereals, batters and breadings, 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 patented 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 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. 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 and nine months ended September 30, 2015, approximately 81% and 82% of USA segment revenue was from sales of human food products and the remainder was from sales of animal nutrition products. The Brazil segment consists of the consolidated operations of , whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. (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, including degummed oil, lecithin, dewaxed oil, rice wax, neutralized oil and free fatty acids used in the detergent industry. 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 2015 Irgovel made initial sales of human grade stabilized defatted rice bran to the meat industry in the North American market. 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 and nine months ended September 30, 2015, approximately 55% and 51% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN | 9 Months Ended |
Sep. 30, 2015 | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN | NOTE 3. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLAN In 2014 and the first nine 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. In January 2014, we completed the acquisition of HN, the operations of which are accretive to cash flows. Our Brazilian subsidiary, Irgovel, recently completed the final stages of a major capital expansion. Throughout 2014, significant cash was used during the shutdown period and subsequent restart of the plant. Operations at Irgovel have begun to improve during the third quarter of 2015, such that Irgovel should continue to improve its gross profit margins in the latter portion of 2015 subject to raw bran availability. 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. These funds are being used for working capital and capital expenditure needs in both of our operating segments |
LOSS PER SHARE (EPS)
LOSS PER SHARE (EPS) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2015 and 2014. Three Months Ended Nine Months Ended 2015 2014 2015 2014 NUMERATOR (in thousands): Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (524 ) $ (3,696 ) $ (7,052 ) $ (20,621 ) DENOMINATOR: Basic EPS - weighted average number of shares outstanding 9,222,150 7,915,349 9,181,607 5,086,994 Effect of dilutive securities outstanding - - - - Diluted EPS - weighted average number of shares outstanding 9,222,150 7,915,349 9,181,607 5,086,994 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 for the three and nine months ended September 30, 2015 of $9.19 and $10.51) 341,315 206,077 288,751 176,170 Warrants (average exercise price for the three and nine months ended September 30, 2015 of $5.73 and $5.75) 7,093,628 5,227,728 6,808,513 4,043,101 Nonvested stock 300,779 108,251 212,156 36,479 Total weighted average of outstanding common stock equivalents 7,735,722 5,542,056 7,309,420 4,255,750 The impact of potentially dilutive securities outstanding at September 30, 2015 and 2014, was not included in the calculation of diluted EPS for the three and nine months ended September 30, 2015 for the periods presented |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | 9 Months Ended |
Sep. 30, 2015 | |
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | NOTE 5. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA We hold a variable interest which relates to our equity interest in 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). September 30, 2015 December 31, 2014 Cash and cash equivalents $ 199 $ 269 Other current assets (restricted $1,500 and $1,980) 3,538 4,735 Property, net (restricted $2,144 and $3,727) 9,222 15,258 Goodwill and intangibles, net 2,384 3,722 Other noncurrent assets 36 34 Total assets $ 15,379 $ 24,018 Current liabilities $ 4,326 $ 5,346 Current portion of long-term debt (nonrecourse) 3,069 4,758 Long-term debt, less current portion (nonrecourse) 3,651 6,203 Total liabilities $ 11,046 $ 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. At September 30, 2015, $1.3 million of the debt is denominated in U.S. Dollars and the remaining debt is denominated in the Brazilian Real. See further discussion in Note 10. A summary of changes in redeemable noncontrolling interest in Nutra SA follows for the three and nine months ended September 30, 2015 and 2014 (in thousands). Three Months Ended Nine Months Ended 2015 2014 2015 2014 Redeemable noncontrolling interest in Nutra SA, beginning of period $ 862 $ 5,604 $ 2,643 $ 7,177 Investors' interest in net loss of Nutra SA (1,046 ) (1,233 ) (2,122 ) (2,798 ) Investors' interest in other comprehensive loss of Nutra SA (482 ) (398 ) (900 ) (122 ) Investors' purchase of additional units of Nutra SA - 120 - 120 Accumulated Yield classified as other current liability 861 (144 ) 574 (428 ) Redeemable noncontrolling interest in Nutra SA, end of period $ 195 $ 3,949 $ 195 $ 3,949 Investors' average interest in Nutra SA 32.1 % 37.8 % 33.2 % 41.6 % 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 September 30, 2015 and December 31, 2014, the Investors interest was 32.1% and 34.7%. In the nine months ended September 30, 2015, we invested an additional $3.4 million in Nutra SA. No investments were made in the three months ended September 30, 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 September 30, 2015. We will continue to evaluate the probability of the Investors exercising their drag along rights Under the original limited liability company agreement for Nutra SA (LLC agreement), as amended, any units held by the Investors beginning January 1, 2014, accrued a yield at 4% (Yield). The LLC agreement was further amended on August 11, 2015 which resulted in the removal of the Yield requirement and the associated liability. 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 us and the Investors in proportion to our additional capital preference percentages (with respect to us, this means total contributions we make on or after June 3, 2015 as a percentage of the total contributions we make after June 3, 2015 plus the amount contributed by the investors as of April 30, 2015; with respect to the Investors, this means the amount contributed by the investors as of April 30, 2015, as a percentage of the amount contributed by the investors as of April 30, 2015, plus total contributions we make on or after June 3, 2015), (ii) second, to the Investors in an amount equal to 2.0 times the Investors’ capital contributions, less the aggregate amount of distributions paid to the Investors, (iii) third, to us in an amount equal to twice the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iv) fourth, 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 September 30, 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 September 30, 2015, there have been no qualifying events. The LLC agreement defines a qualifying event as 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, 2018. 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 | 9 Months Ended |
Sep. 30, 2015 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES Inventories are composed of the following (in thousands): September 30, 2015 December 31, 2014 Finished goods $ 1,562 $ 1,103 Work in process 190 380 Raw materials 1,392 1,441 Packaging supplies 755 584 Total inventories $ 3,899 $ 3,508 |
PROPERTY
PROPERTY | 9 Months Ended |
Sep. 30, 2015 | |
PROPERTY [Abstract] | |
PROPERTY | NOTE 7. PROPERTY Property, plant and equipment consist of the following (in thousands): September 30, 2015 December 31, 2014 Land $ 320 $ 364 Furniture and fixtures 429 539 Plant 12,877 15,942 Computer and software 1,566 1,701 Leasehold improvements 637 568 Machinery and equipment 17,577 21,519 Property 33,406 40,633 Less accumulated depreciation 15,273 15,880 Property, net $ 18,133 $ 24,753 Included in accounts payable at September 30, 2015 is $0.1 million related to amounts payable for machinery and equipment additions. |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2015 | |
GOODWILL [Abstract] | |
GOODWILL | NOTE 8. GOODWILL A summary of goodwill activity : Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Goodwill, beginning of period $ 3,887 $ 5,099 $ 4,431 $ 4,139 USA Segment - Acquisition of HN - 33 - 708 Brazil Segment - Effect of foreign currency translation (713 ) (412 ) (1,257 ) (127 ) Goodwill, end of period $ 3,174 $ 4,720 $ 3,174 $ 4,720 |
EQUITY, SHARE-BASED COMPENSATIO
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS | 9 Months Ended |
Sep. 30, 2015 | |
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS [Abstract] | |
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS | NOTE 9. EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS A summary of equity activity for the nine months ended September 30, 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 139,047 627 - - 627 Warrants, issued to subordinated debt holders - 699 - - 699 Other 8,188 27 - - 27 Foreign currency translation - - - (1,831 ) (1,831 ) Net loss - - (7,052 ) - (7,052 ) Balance, September 30, 2015 9,530,806 $ 262,652 $ (249,522 ) $ (4,988 ) $ 8,142 A summary of stock option and warrant activity for the nine months ended September 30, 2015, follows. Options Equity and Liability Warrants Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2014 269,642 $ 12.12 7.9 6,503,959 $ 5.77 4.3 Granted 105,993 3.33 589,669 5.25 Exercised - - - - Forfeited, expired or cancelled (20,950 ) 21.14 - - Outstanding, September 30, 2015 354,685 $ 8.96 8.0 7,093,628 $ 5.73 3.6 Exercisable, September 30, 2015 168,468 $ 14.20 6.6 7,093,628 $ 5.73 3.6 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 vested in June 2015 and 185,182 shares which vest in August 2017. In the third quarter of 2015, we recognized $0.1 million in compensation. As of September 30, 2015, we expect to recognize the remaining $0.6 million of unrecognized compensation over a weighted average period of 1.9 years. In addition to granting the options listed in the summary of stock option and warrant activity above, in June 2015 we issued shares of common stock to directors and executive officers at a grant date fair value of $3.38 per share. We issued 67,003 shares which vest in equal annual installments over the next three years and 72,044 shares which vest in June 2016 (or at the next annual shareholder meeting date if earlier). In the third quarter of 2015, we recognized $0.1 million in compensation. As of September 30, 2015, we expect to recognize the remaining $0.4 million of unrecognized compensation over a weighted average period of 1.8 years. On May 12, 2015, we issued warrants to purchase 300,000 shares of our stock at a strike price of $5.25, exercisable over a five year term. The warrants were issued in conjunction with a senior secured credit facility agreement with a lender. On May 12, 2015 we issued warrants to purchase 289,669 shares of our stock at a strike price of $5.25, exercisable over a five year term. The warrants were issued in conjunction with the extinguishment and reissuance of certain subordinated notes. Warrants that Contain Antidilution Clauses As of September 30, 2015, we have three warrant agreements outstanding (with two holders) 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 | 9 Months Ended |
Sep. 30, 2015 | |
DEBT [Abstract] | |
DEBT | NOTE 10. DEBT The following table summarizes current and long-term portions of debt (in thousands). September 30, 2015 December 31, 2014 Corporate segment: Subordinated notes, net $ 6,505 $ 4,978 Senior secured term loan 1,922 - Working capital revolver 1,593 - Other 129 157 10,149 5,135 Brazil segment: Capital expansion loans 2,104 3,629 Working capital lines of credit 1,133 2,408 Advances on customer export orders 1,347 1,810 Special tax programs 2,096 3,016 Other 40 98 6,720 10,961 Total debt 16,869 16,096 Current portion 4,912 4,808 Long-term portion $ 11,957 $ 11,288 USA Segment 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. This credit facility is subject to certain financial and non-financial covenants which include a minimum liquidity covenant that requires we maintain $2.0 million of total liquidity at all times which is defined as $1.0 million in cash on hand and $1.0 million of available borrowings. We are currently not in compliance with the minimum liquidity covenant and on November 3, 2015 we entered into a forbearance and amendment agreement with the lender. The agreement waives current non-compliance with covenants and amends the original secured credit facility agreement. The agreement modifies the minimum liquidity covenant through March 2016 to require that we maintain $1.5 million of total liquidity at all times which is defined as $0.5 million in cash on hand and $1.0 million of available borrowings. The agreement also requires that upon release of the $1.9 million in an escrow account associated with the purchase of Irgovel, as further described in Note 11, we would be required to use $1.0 million of the funds to pay against the senior secured term loan. The term loans currently bear an interest rate of 11.50% per year, payable quarterly, with principal payments commencing in October 2016. As of September 30, 2015, a term loan in the principal amount of $2.5 million remains outstanding with an unamortized debt discount of $0.7 million. We are accreting the note up to its face value at an average annual interest rate of 26.7%. As of September 30, 2015, the working capital revolver has a balance of $1.6 million. As a result of the credit facility transaction, the notes for a majority of the subordinated note holders representing approximately 97% of the principal due were amended, resulting in a $1.9 million loss on extinguishment, which includes $0.7 million of warrants issued as discussed in Note 9. The maturity date on these notes was extended to June 1, 2018, with principal payments commencing in October 2016. Brazil Segment All Brazil segment debt is denominated in the Brazilian Real (R$), 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 September 30, 2015, the notes held a principal balance of R$7.3 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 8.4% to 34.8%, and average 26.0%. 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 14.3% at September 30, 2015. Provisions and Covenants As of September 30, 2015, we are and expect to remain, in compliance with the provisions and covenants associated with our debt agreements, unless otherwise noted above. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11. 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 $3.0 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. 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 September 30, 2015, the balance in the escrow account was 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 September 30, 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 September 30, 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 e 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. Irgovel - Events of Default As further described in Note 5, |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2015 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 12. SEGMENT INFORMATION The tables below Three Months Ended September 30, 2015 Corporate USA Brazil Consolidated Revenues $ - $ 5,036 $ 3,881 $ 8,917 Cost of goods sold - 3,719 3,141 6,860 Gross profit - 1,317 740 2,057 Depreciation and amortization (in selling, general and administrative) (22 ) (393 ) (11 ) (426 ) Other operating expense (1,067 ) (1,141 ) (769 ) (2,977 ) Income (loss) from operations $ (1,089 ) $ (217 ) $ (40 ) $ (1,346 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (777 ) $ (217 ) $ 470 $ (524 ) Interest expense 348 - 413 761 Depreciation (in cost of goods sold) - 206 220 426 Purchases of property - 72 344 416 Nine Months Ended September 30, 2015 Corporate USA Brazil Consolidated Revenues $ - $ 16,988 $ 12,994 $ 29,982 Cost of goods sold - 11,770 12,864 24,634 Gross profit - 5,218 130 5,348 Depreciation and amortization (in selling, general and administrative) (56 ) (1,181 ) (123 ) (1,360 ) Other operating expense (3,687 ) (3,340 ) (2,790 ) (9,817 ) Income (loss) from operations $ (3,743 ) $ 697 $ (2,783 ) $ (5,829 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (5,260 ) $ 697 $ (2,489 ) $ (7,052 ) Interest expense 999 - 1,435 2,434 Depreciation (in cost of goods sold) - 643 1,193 1,836 Purchases of property - 423 568 991 Three Months Ended September 30, 2014 Corporate USA Brazil Consolidated Revenues $ - $ 5,895 $ 4,516 $ 10,411 Cost of goods sold - 3,867 5,579 9,446 Gross profit - 2,028 (1,063 ) 965 Depreciation and amortization (in selling, general and administrative) (14 ) (502 ) (179 ) (695 ) Other operating expense (1,624 ) (1,095 ) (1,295 ) (4,014 ) Income (loss) from operations $ (1,638 ) $ 431 $ (2,537 ) $ (3,744 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (1,723 ) $ 431 $ (2,404 ) $ (3,696 ) Interest expense 274 - 769 1,043 Depreciation (in cost of goods sold) - 255 842 1,097 Purchases of property 15 661 258 934 Nine Months Ended September 30, 2014 Corporate USA Brazil Consolidated Revenues $ - $ 17,636 $ 11,802 $ 29,438 Cost of goods sold - 12,360 13,503 25,863 Gross profit - 5,276 (1,701 ) 3,575 Depreciation and amortization (in selling, general and administrative) (38 ) (1,699 ) (535 ) (2,272 ) Other operating expense (4,593 ) (2,891 ) (3,260 ) (10,744 ) Income (loss) from operations $ (4,631 ) $ 686 $ (5,496 ) $ (9,441 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (16,201 ) $ 686 $ (5,106 ) $ (20,621 ) Interest expense 7,664 - 2,132 9,796 Depreciation (in cost of goods sold) - 768 2,039 2,807 Purchases of property 131 1,519 2,571 4,221 The tables below Corporate USA Brazil Consolidated As of September 30, 2015 Inventories $ - $ 3,243 $ 656 $ 3,899 Property, net 428 8,482 9,223 18,133 Goodwill - 790 2,384 3,174 Intangible assets, net - 1,579 - 1,579 Total assets 4,194 15,927 15,379 35,500 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 and nine months ended September 30, 2015 and 2014 (in thousands). Three Months Ended Nine Months Ended 2015 2014 2015 2014 United States $ 6,267 $ 5,948 $ 18,090 $ 16,986 Brazil 255 4,063 6,157 11,030 Other international 2,395 400 5,735 1,422 Total revenues $ 8,917 $ 10,411 $ 29,982 $ 29,438 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2015 | |
FAIR VALUE MEASUREMENT [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 13. 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 September 30, 2015, the fair value of our USA segment debt (Level 3 measurement) is less than $0.1 million higher than the $10.1 million carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt (Level 3 measurement) approximates the carrying value of that debt based on the current market rates for similar debt with similar maturities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market: ● Level 1 – inputs include quoted prices for identical instruments and are the most observable. ● Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves. ● Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed. The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands): Level 1 Level 2 Level 3 Total Total liabilities at fair value, as of September 30, 2015 - derivative warrant liabilities $ - $ - $ (468 ) $ (468 ) 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. September 30, 2015 December 31, 2014 Risk-free interest rate 0.4% - 1.0% 0.1% - 1.0% (0.9% weighted average) (0.7% weighted average) Expected volatility 55.0% - 90.1% 95% (83.7% 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 of Beginning of Period Total Realized and Unrealized Gains (Losses) Issuance of New Instruments Net Transfers (Into) Out of Level 3 Fair Value, at End of Period Change in Unrealized Gains (Losses) on Instruments Still Held (1) Nine Months Ended September 30, 2015 Derivative warrant liability $ (955 ) $ 1,211 $ (724 ) $ - $ (468 ) $ 1,211 Derivative conversion liability - - - - - - Total Level 3 fair value $ (955 ) $ 1,211 $ (724 ) $ - $ (468 ) $ 1,211 Nine Months Ended September 30, 2014 Derivative warrant liability $ (1,685 ) $ (1,621 ) $ (7,021 ) $ 8,902 $ (1,425 ) $ 76 Derivative conversion liability - (58 ) (589 ) 647 - - Total Level 3 fair value $ (1,685 ) $ (1,679 ) $ (7,610 ) $ 9,549 $ (1,425 ) $ 76 (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 | 9 Months Ended |
Sep. 30, 2015 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14. 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. These notes were extinguished and replaced with new subordinated notes in the second quarter of 2015. The loss on extinguishment recognized in the second quarter of 2015 related to this transaction was approximately $0.8 million. In all periods presented, we paid less than $0.2 million of interest on subordinated notes beneficially owned by Mr. Halpern. Transactions with W. John Short W |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 15. 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 | 9 Months Ended |
Sep. 30, 2015 | |
CONCENTRATION OF CREDIT RISK [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 16. CONCENTRATION OF CREDIT RISK One USA segment customer accounted for approximately 30% and 29% of our consolidated revenues for the nine months ended September 30, 2015 and 2014, respectively. This customer accounted for approximately 4% and 2% of our consolidated accounts receivable balances at September 30, 2015 and 2014, respectively. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 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 2018. 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 2018. 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. In July 2015, the FASB issued an update on simplifying the measurement of inventory, which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method (RIM) are not impacted by the new guidance. The guidance only addresses the measurement of the inventory if its value declines or is impaired. Prior to the issuance of the standard, inventory was measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin). This necessitated obtaining three data points to determine market value. Replacing the concept of market with the single measurement of net realizable value is intended to create efficiencies. The guidance defines net realizable value as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance is effective prospectively for annual periods beginning after December 15, 2016. We are currently evaluating the impact of adoption of the guidance and believe the adoption of the guidance will not have a material impact on our condensed consolidated financial statements. |
LOSS PER SHARE (EPS) (Tables)
LOSS PER SHARE (EPS) (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2015 and 2014. Three Months Ended Nine Months Ended 2015 2014 2015 2014 NUMERATOR (in thousands): Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (524 ) $ (3,696 ) $ (7,052 ) $ (20,621 ) DENOMINATOR: Basic EPS - weighted average number of shares outstanding 9,222,150 7,915,349 9,181,607 5,086,994 Effect of dilutive securities outstanding - - - - Diluted EPS - weighted average number of shares outstanding 9,222,150 7,915,349 9,181,607 5,086,994 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 for the three and nine months ended September 30, 2015 of $9.19 and $10.51) 341,315 206,077 288,751 176,170 Warrants (average exercise price for the three and nine months ended September 30, 2015 of $5.73 and $5.75) 7,093,628 5,227,728 6,808,513 4,043,101 Nonvested stock 300,779 108,251 212,156 36,479 Total weighted average of outstanding common stock equivalents 7,735,722 5,542,056 7,309,420 4,255,750 |
REDEEMABLE NONCONTROLLING INT25
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Tables) | 9 Months Ended |
Sep. 30, 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). September 30, 2015 December 31, 2014 Cash and cash equivalents $ 199 $ 269 Other current assets (restricted $1,500 and $1,980) 3,538 4,735 Property, net (restricted $2,144 and $3,727) 9,222 15,258 Goodwill and intangibles, net 2,384 3,722 Other noncurrent assets 36 34 Total assets $ 15,379 $ 24,018 Current liabilities $ 4,326 $ 5,346 Current portion of long-term debt (nonrecourse) 3,069 4,758 Long-term debt, less current portion (nonrecourse) 3,651 6,203 Total liabilities $ 11,046 $ 16,307 |
Summary of changes in redeemable noncontrolling interest | A summary of changes in redeemable noncontrolling interest in Nutra SA follows for the three and nine months ended September 30, 2015 and 2014 (in thousands). Three Months Ended Nine Months Ended 2015 2014 2015 2014 Redeemable noncontrolling interest in Nutra SA, beginning of period $ 862 $ 5,604 $ 2,643 $ 7,177 Investors' interest in net loss of Nutra SA (1,046 ) (1,233 ) (2,122 ) (2,798 ) Investors' interest in other comprehensive loss of Nutra SA (482 ) (398 ) (900 ) (122 ) Investors' purchase of additional units of Nutra SA - 120 - 120 Accumulated Yield classified as other current liability 861 (144 ) 574 (428 ) Redeemable noncontrolling interest in Nutra SA, end of period $ 195 $ 3,949 $ 195 $ 3,949 Investors' average interest in Nutra SA 32.1 % 37.8 % 33.2 % 41.6 % |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
INVENTORIES [Abstract] | |
Inventories | Inventories are composed of the following (in thousands): September 30, 2015 December 31, 2014 Finished goods $ 1,562 $ 1,103 Work in process 190 380 Raw materials 1,392 1,441 Packaging supplies 755 584 Total inventories $ 3,899 $ 3,508 |
PROPERTY (Tables)
PROPERTY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
PROPERTY [Abstract] | |
Property, plant and equipment | Property, plant and equipment consist of the following (in thousands): September 30, 2015 December 31, 2014 Land $ 320 $ 364 Furniture and fixtures 429 539 Plant 12,877 15,942 Computer and software 1,566 1,701 Leasehold improvements 637 568 Machinery and equipment 17,577 21,519 Property 33,406 40,633 Less accumulated depreciation 15,273 15,880 Property, net $ 18,133 $ 24,753 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
GOODWILL [Abstract] | |
Summary of goodwill activity | A summary of goodwill activity : Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Goodwill, beginning of period $ 3,887 $ 5,099 $ 4,431 $ 4,139 USA Segment - Acquisition of HN - 33 - 708 Brazil Segment - Effect of foreign currency translation (713 ) (412 ) (1,257 ) (127 ) Goodwill, end of period $ 3,174 $ 4,720 $ 3,174 $ 4,720 |
EQUITY, SHARE-BASED COMPENSAT29
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS [Abstract] | |
Summary of equity activity | A summary of equity activity for the nine months ended September 30, 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 139,047 627 - - 627 Warrants, issued to subordinated debt holders - 699 - - 699 Other 8,188 27 - - 27 Foreign currency translation - - - (1,831 ) (1,831 ) Net loss - - (7,052 ) - (7,052 ) Balance, September 30, 2015 9,530,806 $ 262,652 $ (249,522 ) $ (4,988 ) $ 8,142 |
Summary of stock option and warrant activity | A summary of stock option and warrant activity for the nine months ended September 30, 2015, follows. Options Equity and Liability Warrants Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2014 269,642 $ 12.12 7.9 6,503,959 $ 5.77 4.3 Granted 105,993 3.33 589,669 5.25 Exercised - - - - Forfeited, expired or cancelled (20,950 ) 21.14 - - Outstanding, September 30, 2015 354,685 $ 8.96 8.0 7,093,628 $ 5.73 3.6 Exercisable, September 30, 2015 168,468 $ 14.20 6.6 7,093,628 $ 5.73 3.6 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
DEBT [Abstract] | |
Current and long-term debt | The following table summarizes current and long-term portions of debt (in thousands). September 30, 2015 December 31, 2014 Corporate segment: Subordinated notes, net $ 6,505 $ 4,978 Senior secured term loan 1,922 - Working capital revolver 1,593 - Other 129 157 10,149 5,135 Brazil segment: Capital expansion loans 2,104 3,629 Working capital lines of credit 1,133 2,408 Advances on customer export orders 1,347 1,810 Special tax programs 2,096 3,016 Other 40 98 6,720 10,961 Total debt 16,869 16,096 Current portion 4,912 4,808 Long-term portion $ 11,957 $ 11,288 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
SEGMENT INFORMATION [Abstract] | |
Segment information identified and reconciliations of segment information to total consolidated information | The tables below Three Months Ended September 30, 2015 Corporate USA Brazil Consolidated Revenues $ - $ 5,036 $ 3,881 $ 8,917 Cost of goods sold - 3,719 3,141 6,860 Gross profit - 1,317 740 2,057 Depreciation and amortization (in selling, general and administrative) (22 ) (393 ) (11 ) (426 ) Other operating expense (1,067 ) (1,141 ) (769 ) (2,977 ) Income (loss) from operations $ (1,089 ) $ (217 ) $ (40 ) $ (1,346 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (777 ) $ (217 ) $ 470 $ (524 ) Interest expense 348 - 413 761 Depreciation (in cost of goods sold) - 206 220 426 Purchases of property - 72 344 416 Nine Months Ended September 30, 2015 Corporate USA Brazil Consolidated Revenues $ - $ 16,988 $ 12,994 $ 29,982 Cost of goods sold - 11,770 12,864 24,634 Gross profit - 5,218 130 5,348 Depreciation and amortization (in selling, general and administrative) (56 ) (1,181 ) (123 ) (1,360 ) Other operating expense (3,687 ) (3,340 ) (2,790 ) (9,817 ) Income (loss) from operations $ (3,743 ) $ 697 $ (2,783 ) $ (5,829 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (5,260 ) $ 697 $ (2,489 ) $ (7,052 ) Interest expense 999 - 1,435 2,434 Depreciation (in cost of goods sold) - 643 1,193 1,836 Purchases of property - 423 568 991 Three Months Ended September 30, 2014 Corporate USA Brazil Consolidated Revenues $ - $ 5,895 $ 4,516 $ 10,411 Cost of goods sold - 3,867 5,579 9,446 Gross profit - 2,028 (1,063 ) 965 Depreciation and amortization (in selling, general and administrative) (14 ) (502 ) (179 ) (695 ) Other operating expense (1,624 ) (1,095 ) (1,295 ) (4,014 ) Income (loss) from operations $ (1,638 ) $ 431 $ (2,537 ) $ (3,744 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (1,723 ) $ 431 $ (2,404 ) $ (3,696 ) Interest expense 274 - 769 1,043 Depreciation (in cost of goods sold) - 255 842 1,097 Purchases of property 15 661 258 934 Nine Months Ended September 30, 2014 Corporate USA Brazil Consolidated Revenues $ - $ 17,636 $ 11,802 $ 29,438 Cost of goods sold - 12,360 13,503 25,863 Gross profit - 5,276 (1,701 ) 3,575 Depreciation and amortization (in selling, general and administrative) (38 ) (1,699 ) (535 ) (2,272 ) Other operating expense (4,593 ) (2,891 ) (3,260 ) (10,744 ) Income (loss) from operations $ (4,631 ) $ 686 $ (5,496 ) $ (9,441 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (16,201 ) $ 686 $ (5,106 ) $ (20,621 ) Interest expense 7,664 - 2,132 9,796 Depreciation (in cost of goods sold) - 768 2,039 2,807 Purchases of property 131 1,519 2,571 4,221 |
Segment information for selected balance sheet accounts | The tables below Corporate USA Brazil Consolidated As of September 30, 2015 Inventories $ - $ 3,243 $ 656 $ 3,899 Property, net 428 8,482 9,223 18,133 Goodwill - 790 2,384 3,174 Intangible assets, net - 1,579 - 1,579 Total assets 4,194 15,927 15,379 35,500 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 and nine months ended September 30, 2015 and 2014 (in thousands). Three Months Ended Nine Months Ended 2015 2014 2015 2014 United States $ 6,267 $ 5,948 $ 18,090 $ 16,986 Brazil 255 4,063 6,157 11,030 Other international 2,395 400 5,735 1,422 Total revenues $ 8,917 $ 10,411 $ 29,982 $ 29,438 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 - derivative warrant liabilities $ - $ - $ (468 ) $ (468 ) 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. September 30, 2015 December 31, 2014 Risk-free interest rate 0.4% - 1.0% 0.1% - 1.0% (0.9% weighted average) (0.7% weighted average) Expected volatility 55.0% - 90.1% 95% (83.7% 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 of Beginning of Period Total Realized and Unrealized Gains (Losses) Issuance of New Instruments Net Transfers (Into) Out of Level 3 Fair Value, at End of Period Change in Unrealized Gains (Losses) on Instruments Still Held (1) Nine Months Ended September 30, 2015 Derivative warrant liability $ (955 ) $ 1,211 $ (724 ) $ - $ (468 ) $ 1,211 Derivative conversion liability - - - - - - Total Level 3 fair value $ (955 ) $ 1,211 $ (724 ) $ - $ (468 ) $ 1,211 Nine Months Ended September 30, 2014 Derivative warrant liability $ (1,685 ) $ (1,621 ) $ (7,021 ) $ 8,902 $ (1,425 ) $ 76 Derivative conversion liability - (58 ) (589 ) 647 - - Total Level 3 fair value $ (1,685 ) $ (1,679 ) $ (7,610 ) $ 9,549 $ (1,425 ) $ 76 (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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015Location | Sep. 30, 2015SegmentLocation | Dec. 31, 2014 | |
BUSINESS [Abstract] | |||
Number of reportable business segments | Segment | 2 | ||
Number of locations in California | 2 | 2 | |
Number of locations in Louisiana | 1 | 1 | |
Number of locations in Lake Charles, Louisiana | 1 | 1 | |
Revenue from Human Food Products [Member] | USA Segment Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 81.00% | 82.00% | |
RBO Products [Member] | Brazil Segment Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 55.00% | 51.00% | 39.00% |
LIQUIDITY, GOING CONCERN AND 34
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN (Details) $ in Millions | May. 12, 2015USD ($)Tranche | Nov. 03, 2015USD ($) |
Line of Credit Facility [Line Items] | ||
Term loan tranches | Tranche | 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 | |
Revolving Credit Facility [Member] | Brazil [Member] | ||
Line of Credit Facility [Line Items] | ||
Amount held in escrow | 1.9 | |
Revolving Credit Facility [Member] | Brazil [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum restricted cash | $ 2 | |
Release of Funds to Pay Against Senior Secured Term Loan [Member] | Subsequent Event [Member] | ||
Line of Credit Facility [Line Items] | ||
Required payment against senior secured term loan upon release of escrow funds | $ 1 |
LOSS PER SHARE (EPS) (Details)
LOSS PER SHARE (EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
NUMERATOR [Abstract] | ||||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ (524) | $ (3,696) | $ (7,052) | $ (20,621) |
DENOMINATOR [Abstract] | ||||
Basic EPS - weighted average number of shares outstanding (in shares) | 9,222,150 | 7,915,349 | 9,181,607 | 5,086,994 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 9,222,150 | 7,915,349 | 9,181,607 | 5,086,994 |
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) | 7,735,722 | 5,542,056 | 7,309,420 | 4,255,750 |
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) | 341,315 | 206,077 | 288,751 | 176,170 |
Average exercise price of options (in dollars per share) | $ 9.19 | $ 10.51 | ||
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) | 7,093,628 | 5,227,728 | 6,808,513 | 4,043,101 |
Average exercise price of warrants (in dollars per share) | 5.73 | 5.75 | ||
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) | 300,779 | 108,251 | 212,156 | 36,479 |
REDEEMABLE NONCONTROLLING INT36
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($)MultipleRepresentative | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Representative | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Summary of carrying amounts included in consolidated balance sheets [Abstract] | ||||||
Cash and cash equivalents | $ 1,523 | $ 2,025 | $ 1,523 | $ 2,025 | $ 3,610 | $ 5,091 |
Other current assets (restricted $1,500 and $1,980) | 979 | 979 | 1,071 | |||
Property, net (restricted $2,144 and $3,727) | 18,133 | 18,133 | 24,753 | |||
Other noncurrent assets | 585 | 585 | 88 | |||
Total assets | 35,500 | 35,500 | 46,084 | |||
Current liabilities | 14,360 | 14,360 | 15,130 | |||
Current portion of long-term debt (nonrecourse) | 4,912 | 4,912 | 4,808 | |||
Long-term debt, less current portion (nonrecourse) | 11,957 | 11,957 | 11,288 | |||
Total liabilities | 27,163 | 27,163 | 27,769 | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | ||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | 2,643 | |||||
Redeemable noncontrolling interest in Nutra SA, end of period | 195 | 195 | ||||
Nutra SA [Member] | ||||||
Summary of carrying amounts included in consolidated balance sheets [Abstract] | ||||||
Cash and cash equivalents | 199 | 199 | 269 | |||
Other current assets (restricted $1,500 and $1,980) | 3,538 | 3,538 | 4,735 | |||
Property, net (restricted $2,144 and $3,727) | 9,222 | 9,222 | 15,258 | |||
Goodwill and intangibles, net | 2,384 | 2,384 | 3,722 | |||
Other noncurrent assets | 36 | 36 | 34 | |||
Total assets | 15,379 | 15,379 | 24,018 | |||
Current liabilities | 4,326 | 4,326 | 5,346 | |||
Current portion of long-term debt (nonrecourse) | 3,069 | 3,069 | 4,758 | |||
Long-term debt, less current portion (nonrecourse) | 3,651 | 3,651 | 6,203 | |||
Total liabilities | 11,046 | 11,046 | 16,307 | |||
Restricted portion of other current assets | 1,500 | 1,500 | 1,980 | |||
Variable interest entity restricted portion of property, net | 2,144 | 2,144 | $ 3,727 | |||
Secured debt | 1,300 | 1,300 | ||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | ||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | 862 | 5,604 | 2,643 | 7,177 | ||
Investors' interest in net loss of Nutra SA | (1,046) | (1,233) | (2,122) | (2,798) | ||
Investors' interest in other comprehensive loss of Nutra SA | (482) | (398) | (900) | (122) | ||
Investors' purchase of additional units of Nutra SA | 0 | 120 | 0 | 120 | ||
Accumulated Yield classified as other current liability | 861 | (144) | 574 | (428) | ||
Redeemable noncontrolling interest in Nutra SA, end of period | $ 195 | $ 3,949 | $ 195 | $ 3,949 | ||
Investors' average interest in Nutra SA | 32.10% | 37.80% | 33.20% | 41.60% | ||
Irgovel [Member] | ||||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | ||||||
Minimum EBITDA triggering default status | $ 4,000 | |||||
NutraCea [Member] | ||||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | ||||||
Number of representatives in management committee | Representative | 3 | 3 | ||||
Number of representatives in management committee upon default | Representative | 2 | 2 | ||||
Investors [Member] | ||||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | ||||||
Ownership percentage of noncontrolling owner | 32.10% | 32.10% | 34.70% | |||
Number of representatives in management committee | Representative | 2 | 2 | ||||
Number of representatives in management committee upon default | Representative | 3 | 3 | ||||
Investors [Member] | Nutra SA [Member] | ||||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | ||||||
Yield earned beginning in January, 2014 | 4.00% | 4.00% | ||||
Multiplier of investors capital contribution | Multiple | 2 | |||||
Contributions to be made | $ 0 | $ 3,400 | ||||
Drag along right termination amount | $ 50,000 | $ 50,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
INVENTORIES [Abstract] | ||
Finished goods | $ 1,562 | $ 1,103 |
Work in process | 190 | 380 |
Raw materials | 1,392 | 1,441 |
Packaging supplies | 755 | 584 |
Total inventories | $ 3,899 | $ 3,508 |
PROPERTY (Details)
PROPERTY (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property | $ 33,406 | $ 40,633 |
Less accumulated depreciation | 15,273 | 15,880 |
Property, net | 18,133 | 24,753 |
Amount payable for capital expansion project additions | 100 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | 320 | 364 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | 429 | 539 |
Plant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | 12,877 | 15,942 |
Computer and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | 1,566 | 1,701 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | 637 | 568 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property | $ 17,577 | $ 21,519 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill [Roll Forward] | ||||
Beginning of period | $ 3,887 | $ 5,099 | $ 4,431 | $ 4,139 |
Ending of period | 3,174 | 4,720 | 3,174 | 4,720 |
USA Segment [Member] | ||||
Goodwill [Roll Forward] | ||||
Acquisition of HN | 0 | 33 | 0 | 708 |
Brazil Segment [Member] | ||||
Goodwill [Roll Forward] | ||||
Effect of foreign currency translation | $ (713) | $ (412) | $ (1,257) | $ (127) |
EQUITY, SHARE-BASED COMPENSAT40
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 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 | $ 627 | |||
Warrants, issued to subordinated debt holders | 699 | |||
Other | 27 | |||
Foreign currency translation | (1,831) | |||
Net loss | $ (524) | $ (3,696) | (7,052) | $ (20,621) |
Balance at end of period | $ 8,142 | $ 8,142 | ||
Balance at end of period (in shares) | 9,530,806 | 9,530,806 | ||
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 | $ 627 | |||
Share-based compensation, employees and directors (in shares) | 139,047 | |||
Warrants, issued to subordinated debt holders | $ 699 | |||
Warrants, issued to lenders (in shares) | 0 | |||
Other (in shares) | 8,188 | |||
Other | $ 27 | |||
Foreign currency translation | 0 | |||
Net loss | 0 | |||
Balance at end of period | $ 262,652 | $ 262,652 | ||
Balance at end of period (in shares) | 9,530,806 | 9,530,806 | ||
Accumulated Deficit [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | $ (242,470) | |||
Share-based compensation, employees and directors | 0 | |||
Warrants, issued to subordinated debt holders | 0 | |||
Other | 0 | |||
Foreign currency translation | 0 | |||
Net loss | (7,052) | |||
Balance at end of period | $ (249,522) | (249,522) | ||
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 | |||
Warrants, issued to subordinated debt holders | 0 | |||
Other | 0 | |||
Foreign currency translation | (1,831) | |||
Net loss | 0 | |||
Balance at end of period | $ (4,988) | $ (4,988) |
EQUITY, SHARE-BASED COMPENSAT41
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS, Stock option and warrant activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Options [Member] | ||
Shares Under Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 269,642 | |
Granted (in shares) | 105,993 | |
Exercised (in shares) | 0 | |
Forfeited, expired or cancelled (in shares) | (20,950) | |
Outstanding at end of period (in shares) | 354,685 | 269,642 |
Exercisable at end of period (in shares) | 168,468 | |
Options, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning of period (in dollars per share) | $ 12.12 | |
Granted (in dollars per share) | 3.33 | |
Exercised (in dollars per share) | 0 | |
Forfeited, expired or cancelled (in dollars per share) | 21.14 | |
Outstanding at end of period (in dollars per share) | 8.96 | $ 12.12 |
Exercisable at end of period (in dollars per share) | $ 14.20 | |
Options, Additional Disclosures [Abstract] | ||
Outstanding, weighted average remaining contractual life | 8 years | 7 years 10 months 24 days |
Exercisable, weighted average remaining contractual life | 6 years 7 months 6 days | |
Equity and Liability Warrants [Member] | ||
Shares Under Warrants [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 6,503,959 | |
Granted (in shares) | 589,669 | |
Exercised (in shares) | 0 | |
Forfeited, expired or cancelled (in shares) | 0 | |
Outstanding at end of period (in shares) | 7,093,628 | 6,503,959 |
Exercisable at end of period (in shares) | 7,093,628 | |
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) | 5.25 | |
Exercised (in dollars per share) | 0 | |
Forfeited, expired or cancelled (in dollars per share) | 0 | |
Outstanding at end of period (in dollars per share) | 5.73 | $ 5.77 |
Exercisable at end of period (in dollars per share) | $ 5.73 | |
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||
Outstanding, weighted average remaining contractual life | 3 years 7 months 6 days | 4 years 3 months 18 days |
Exercisable, weighted average remaining contractual life | 3 years 7 months 6 days |
EQUITY, SHARE-BASED COMPENSAT42
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS, Text (Details) $ / shares in Units, $ in Millions | May. 12, 2015$ / sharesshares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014$ / sharesshares | Sep. 30, 2015USD ($)AgreementInvestor$ / sharesshares |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Number of warrant agreements outstanding | Agreement | 3 | |||
Number of holders of warrant agreements with antidilution clauses | Investor | 2 | |||
Subordinated Debt [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Warrants issued (in shares) | 289,669 | |||
Warrants exercisable price (in dollars per share) | $ / shares | $ 5.25 | |||
Warrants exercisable term | 5 years | |||
Senior secured credit facility agreement [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Warrants issued (in shares) | 300,000 | |||
Warrants exercisable price (in dollars per share) | $ / shares | $ 5.25 | |||
Warrants exercisable term | 5 years | |||
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 | 1,600,000 | ||
Term of options | 10 years | |||
Equity Incentive Plan 2014 [Member] | Director and Executive Officers [Member] | 2014 Issuance [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ / shares | $ 4.91 | |||
Compensation expense | $ | $ 0.1 | |||
Compensation expense not yet recognized | $ | 0.6 | $ 0.6 | ||
Period over which compensation expense is recognized | 1 year 10 months 24 days | |||
Equity Incentive Plan 2014 [Member] | Director and Executive Officers [Member] | 2015 Issuance [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ / shares | $ 3.38 | |||
Granted (in shares) | 67,003 | |||
Compensation expense | $ | 0.1 | |||
Compensation expense not yet recognized | $ | $ 0.4 | $ 0.4 | ||
Period over which compensation expense is recognized | 1 year 9 months 18 days | |||
Equity Incentive Plan 2014 [Member] | Director and Executive Officers [Member] | Vesting in August 2014 [Member] | 2014 Issuance [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 June 2016 [Member] | 2014 Issuance [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 72,044 | |||
Equity Incentive Plan 2014 [Member] | Director and Executive Officers [Member] | Vesting in August 2017 [Member] | 2014 Issuance [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 185,182 | |||
Equity Incentive Plan 2014 [Member] | Director and Executive Officers [Member] | Vesting in June 2015 [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 52,412 |
DEBT (Details)
DEBT (Details) $ in Thousands, BRL in Millions | May. 12, 2015USD ($)Tranche | May. 12, 2015USD ($)Tranche | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Nov. 03, 2015USD ($) | Sep. 30, 2015BRL | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 31, 2012BRL |
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 16,869 | $ 16,869 | $ 16,096 | ||||||||
Current portion | 4,912 | 4,912 | 4,808 | ||||||||
Long-term portion | 11,957 | 11,957 | 11,288 | ||||||||
Number of loan tranches | Tranche | 2 | ||||||||||
Principal amount outstanding of subordinated notes | BRL | BRL 7.3 | ||||||||||
Loss on extinguishment of debt | 0 | $ 0 | (1,904) | $ (892) | |||||||
Senior Secured Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured credit facility agreement | $ 8,000 | $ 8,000 | |||||||||
Amount borrowed | 8,000 | 8,000 | |||||||||
Corporate Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 10,149 | 10,149 | 5,135 | ||||||||
Corporate Segment [Member] | Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | 700 | ||||||||||
Corporate Segment [Member] | Senior Secured Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured credit facility agreement | $ 8,000 | 8,000 | |||||||||
Number of loan tranches | Tranche | 2 | ||||||||||
Credit facility, minimum liquidity covenant amount | $ 2,000 | 2,000 | |||||||||
Credit facility, covenant amount available in cash | 1,000 | 1,000 | |||||||||
Credit facility, covenant amount available borrowings | $ 1,000 | $ 1,000 | |||||||||
Escrow amount | 1,900 | 1,900 | |||||||||
Stated annual interest rate | 11.50% | 11.50% | |||||||||
Amount borrowed | $ 8,000 | $ 8,000 | |||||||||
Subordinated note interest rate | 11.50% | 11.50% | |||||||||
Corporate Segment [Member] | Senior Secured Credit Facility [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit facility, minimum liquidity covenant amount | $ 1,500 | ||||||||||
Credit facility, covenant amount available in cash | 500 | ||||||||||
Credit facility, covenant amount available borrowings | $ 1,000 | ||||||||||
Corporate Segment [Member] | Senior Secured Credit Facility [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Required payment against senior secured term loan upon release of escrow funds | 1,000 | 1,000 | |||||||||
Brazil Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 6,720 | 6,720 | 10,961 | ||||||||
Subordinated Notes, Net [Member] | Corporate Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 6,505 | 6,505 | 4,978 | ||||||||
Stated annual interest rate | 11.75% | ||||||||||
Principal amount outstanding of subordinated notes | 6,500 | $ 6,500 | |||||||||
Maturity date of note | Jun. 1, 2018 | ||||||||||
Unamortized debt discount | $ 100 | $ 100 | |||||||||
Average annual interest rate for accreting the notes up to face value | 24.50% | ||||||||||
Percentage of note holders who agreed to extend maturity date | 97.00% | ||||||||||
Subordinated note interest rate | 11.75% | ||||||||||
Loss on extinguishment of debt | $ 1,900 | ||||||||||
Remaining Subordinated Debt [Member] | Corporate Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated annual interest rate | 5.00% | 5.00% | 5.00% | ||||||||
Maturity date of note | Jul. 31, 2016 | ||||||||||
Subordinated note interest rate | 5.00% | 5.00% | 5.00% | ||||||||
Other [Member] | Corporate Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 129 | $ 129 | 157 | ||||||||
Other [Member] | Brazil Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 40 | 40 | 98 | ||||||||
Capital Expansion Loans [Member] | Brazil Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 2,104 | $ 2,104 | 3,629 | ||||||||
Stated annual interest rate | 6.50% | 6.50% | 6.50% | ||||||||
Maturity date of note | Dec. 31, 2021 | ||||||||||
Available for working capital | BRL | BRL 1.5 | ||||||||||
Subordinated note interest rate | 6.50% | 6.50% | 6.50% | ||||||||
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 1,133 | $ 1,133 | 2,408 | ||||||||
Stated annual interest rate | 8.40% | 8.40% | 8.40% | ||||||||
Maturity date of note | Sep. 30, 2019 | ||||||||||
Borrowing capacity, percentage of collateral, lower range limit | 30.00% | 30.00% | 30.00% | ||||||||
Borrowing capacity, percentage of collateral, upper range limit | 100.00% | 100.00% | 100.00% | ||||||||
Subordinated note interest rate | 8.40% | 8.40% | 8.40% | ||||||||
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated annual interest rate | 34.80% | 34.80% | 34.80% | ||||||||
Subordinated note interest rate | 34.80% | 34.80% | 34.80% | ||||||||
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | Average [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated annual interest rate | 26.00% | 26.00% | 26.00% | ||||||||
Subordinated note interest rate | 26.00% | 26.00% | 26.00% | ||||||||
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 1,347 | $ 1,347 | 1,810 | ||||||||
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated annual interest rate | 5.00% | 5.00% | 5.00% | ||||||||
Subordinated note interest rate | 5.00% | 5.00% | 5.00% | ||||||||
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated annual interest rate | 10.00% | 10.00% | 10.00% | ||||||||
Subordinated note interest rate | 10.00% | 10.00% | 10.00% | ||||||||
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | Average [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated annual interest rate | 9.60% | 9.60% | 9.60% | ||||||||
Subordinated note interest rate | 9.60% | 9.60% | 9.60% | ||||||||
Special Tax Programs [Member] | Brazil Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 2,096 | $ 2,096 | 3,016 | ||||||||
Stated annual interest rate | 14.30% | 14.30% | 14.30% | ||||||||
Maturity date of note | Jan. 31, 2029 | ||||||||||
Subordinated note interest rate | 14.30% | 14.30% | 14.30% | ||||||||
Third Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date of note | Jul. 31, 2019 | ||||||||||
Third Credit Agreement [Member] | Brazil Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured credit facility agreement | BRL | BRL 1.7 | ||||||||||
Stated annual interest rate | 5.50% | ||||||||||
Amount borrowed | BRL | BRL 1.7 | ||||||||||
Subordinated note interest rate | 5.50% | ||||||||||
Senior Secured Term Loan [Member] | Corporate Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 1,922 | $ 1,922 | 0 | ||||||||
Average annual interest rate for accreting the notes up to face value | 26.70% | ||||||||||
Working Capital Revolver [Member] | Corporate Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 1,593 | $ 1,593 | $ 0 | ||||||||
Maximum working capital | $ 3,500 | $ 3,500 | |||||||||
Term Loan [Member] | Corporate Segment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount outstanding of subordinated notes | $ 2,500 | $ 2,500 | |||||||||
Unamortized debt discount | $ 700 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) BRL in Millions, $ in Millions | Feb. 06, 2009BRL | Sep. 30, 2015USD ($) | Feb. 06, 2009USD ($) |
Sellers [Member] | |||
Loss Contingencies [Line Items] | |||
Amount of second installment on purchase agreement being withheld | $ 1 | ||
Settlement receivable from arbitration | BRL | BRL 4.9 | ||
Amount held in escrow | $ 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 | ||
Percentage of escrow funds committed to Nutra SA | 90.00% | ||
AF Bran Holdings-NL LLC and AF Bran Holdings LLC [Member] | |||
Loss Contingencies [Line Items] | |||
Annual processing targets | $ 4 | ||
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 ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||||||
Revenues | $ 8,917 | $ 10,411 | $ 29,982 | $ 29,438 | ||||
Cost of goods sold | 6,860 | 9,446 | 24,634 | 25,863 | ||||
Gross profit | 2,057 | 965 | 5,348 | 3,575 | ||||
Depreciation and amortization (in selling, general and administrative) | (426) | (695) | (1,360) | (2,272) | ||||
Other operating expense | (2,977) | (4,014) | (9,817) | (10,744) | ||||
Income (loss) from operations | (1,346) | (3,744) | (5,829) | (9,441) | ||||
Net income (loss) attributable to RiceBran Technologies shareholders | (524) | (3,696) | (7,052) | (20,621) | ||||
Interest expense | 761 | 1,043 | 2,434 | 9,796 | ||||
Depreciation (in costs of goods sold) | 426 | 1,097 | 1,836 | 2,807 | ||||
Purchases of property | 416 | 934 | 991 | 4,221 | ||||
Segment information for selected balance sheet accounts [Abstract] | ||||||||
Inventories | 3,899 | 3,899 | $ 3,508 | |||||
Property, net | 18,133 | 18,133 | 24,753 | |||||
Goodwill | 3,174 | 4,720 | 3,174 | 4,720 | $ 3,887 | 4,431 | $ 5,099 | $ 4,139 |
Intangible assets, net | 1,579 | 1,579 | 2,740 | |||||
Total assets | 35,500 | 35,500 | 46,084 | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Total revenues | 8,917 | 10,411 | 29,982 | 29,438 | ||||
Corporate [Member] | ||||||||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
Cost of goods sold | 0 | 0 | 0 | 0 | ||||
Gross profit | 0 | 0 | 0 | 0 | ||||
Depreciation and amortization (in selling, general and administrative) | (22) | (14) | (56) | (38) | ||||
Other operating expense | (1,067) | (1,624) | (3,687) | (4,593) | ||||
Income (loss) from operations | (1,089) | (1,638) | (3,743) | (4,631) | ||||
Net income (loss) attributable to RiceBran Technologies shareholders | (777) | (1,723) | (5,260) | (16,201) | ||||
Interest expense | 348 | 274 | 999 | 7,664 | ||||
Depreciation (in costs of goods sold) | 0 | 0 | 0 | 0 | ||||
Purchases of property | 0 | 15 | 0 | 131 | ||||
Segment information for selected balance sheet accounts [Abstract] | ||||||||
Inventories | 0 | 0 | 0 | |||||
Property, net | 428 | 428 | 135 | |||||
Goodwill | 0 | 0 | 0 | |||||
Intangible assets, net | 0 | 0 | 0 | |||||
Total assets | 4,194 | 4,194 | 4,212 | |||||
Operating Segments [Member] | USA [Member] | ||||||||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||||||
Revenues | 5,036 | 5,895 | 16,988 | 17,636 | ||||
Cost of goods sold | 3,719 | 3,867 | 11,770 | 12,360 | ||||
Gross profit | 1,317 | 2,028 | 5,218 | 5,276 | ||||
Depreciation and amortization (in selling, general and administrative) | (393) | (502) | (1,181) | (1,699) | ||||
Other operating expense | (1,141) | (1,095) | (3,340) | (2,891) | ||||
Income (loss) from operations | (217) | 431 | 697 | 686 | ||||
Net income (loss) attributable to RiceBran Technologies shareholders | (217) | 431 | 697 | 686 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Depreciation (in costs of goods sold) | 206 | 255 | 643 | 768 | ||||
Purchases of property | 72 | 661 | 423 | 1,519 | ||||
Segment information for selected balance sheet accounts [Abstract] | ||||||||
Inventories | 3,243 | 3,243 | 2,219 | |||||
Property, net | 8,482 | 8,482 | 9,360 | |||||
Goodwill | 790 | 790 | 790 | |||||
Intangible assets, net | 1,579 | 1,579 | 2,658 | |||||
Total assets | 15,927 | 15,927 | 17,854 | |||||
Operating Segments [Member] | Brazil [Member] | ||||||||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||||||
Revenues | 3,881 | 4,516 | 12,994 | 11,802 | ||||
Cost of goods sold | 3,141 | 5,579 | 12,864 | 13,503 | ||||
Gross profit | 740 | (1,063) | 130 | (1,701) | ||||
Depreciation and amortization (in selling, general and administrative) | (11) | (179) | (123) | (535) | ||||
Other operating expense | (769) | (1,295) | (2,790) | (3,260) | ||||
Income (loss) from operations | (40) | (2,537) | (2,783) | (5,496) | ||||
Net income (loss) attributable to RiceBran Technologies shareholders | 470 | (2,404) | (2,489) | (5,106) | ||||
Interest expense | 413 | 769 | 1,435 | 2,132 | ||||
Depreciation (in costs of goods sold) | 220 | 842 | 1,193 | 2,039 | ||||
Purchases of property | 344 | 258 | 568 | 2,571 | ||||
Segment information for selected balance sheet accounts [Abstract] | ||||||||
Inventories | 656 | 656 | 1,289 | |||||
Property, net | 9,223 | 9,223 | 15,258 | |||||
Goodwill | 2,384 | 2,384 | 3,641 | |||||
Intangible assets, net | 0 | 0 | 82 | |||||
Total assets | 15,379 | 15,379 | $ 24,018 | |||||
Reportable Geographic Segment [Member] | USA [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Total revenues | 6,267 | 5,948 | 18,090 | 16,986 | ||||
Reportable Geographic Segment [Member] | Brazil [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Total revenues | 255 | 4,063 | 6,157 | 11,030 | ||||
Reportable Geographic Segment [Member] | Other International [Member] | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Total revenues | $ 2,395 | $ 400 | $ 5,735 | $ 1,422 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | $ 100 | |
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ||
Total liabilities at fair value | 10,100 | |
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 | $ (468) | $ (955) |
Derivative Warrant Liability [Member] | Recurring [Member] | Minimum [Member] | ||
Fair value assumptions [Abstract] | ||
Risk-free interest rate | 0.40% | 0.10% |
Expected volatility | 55.00% | |
Derivative Warrant Liability [Member] | Recurring [Member] | Maximum [Member] | ||
Fair value assumptions [Abstract] | ||
Risk-free interest rate | 1.00% | 1.00% |
Expected volatility | 90.10% | |
Derivative Warrant Liability [Member] | Recurring [Member] | Weighted Average [Member] | ||
Fair value assumptions [Abstract] | ||
Risk-free interest rate | 0.90% | 0.70% |
Expected volatility | 83.70% | 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 | $ (468) | $ (955) |
FAIR VALUE MEASUREMENT, Unobser
FAIR VALUE MEASUREMENT, Unobservable Input Reconciliation (Details) - Recurring [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 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) | [1] | 1,211 | (1,679) |
Issuance of New Instruments | (724) | (7,610) | |
Net Transfers (Into) Out of Level 3 | 0 | 9,549 | |
Fair Value, at End of Period | (468) | (1,425) | |
Change in Unrealized Gains (Losses) on Instruments Still Held | 1,211 | 76 | |
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) | [1] | 1,211 | (1,621) |
Issuance of New Instruments | (724) | (7,021) | |
Net Transfers (Into) Out of Level 3 | 0 | 8,902 | |
Fair Value, at End of Period | (468) | (1,425) | |
Change in Unrealized Gains (Losses) on Instruments Still Held | 1,211 | 76 | |
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) | [1] | 0 | (58) |
Issuance of New Instruments | 0 | (589) | |
Net Transfers (Into) Out of Level 3 | 0 | 647 | |
Fair Value, at End of Period | 0 | 0 | |
Change in Unrealized Gains (Losses) on Instruments Still Held | $ 0 | $ 0 | |
[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 ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2012 | |
Related Party Transaction [Line Items] | |||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ (1,904) | $ (892) | |||
Interest paid | 1,306 | 2,239 | |||||
Director - Baruch Halpern [Member] | Convertible Subordinated Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 2,600 | ||||||
Loss on extinguishment of debt | $ 800 | ||||||
Chief Executive Officer and Director [Member] | Convertible Subordinated Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 25 | $ 25 | |||||
Loss on extinguishment of debt | $ 16 | ||||||
Maximum [Member] | Director - Baruch Halpern [Member] | Convertible Subordinated Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest paid | 200 | 200 | 200 | 200 | |||
Maximum [Member] | Chief Executive Officer and Director [Member] | Convertible Subordinated Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest paid | $ 10 | $ 10 | $ 10 | $ 10 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details) - One Customer [Member] - USA [Member] - Customer Concentration Risk [Member] | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 30.00% | 29.00% |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 4.00% | 2.00% |