Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 30, 2016 | Jun. 30, 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 Public Float | $ 26,780,624 | ||
Entity Common Stock, Shares Outstanding | 10,487,415 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,070 | $ 3,610 |
Restricted cash | 1,921 | 1,920 |
Accounts receivable, net of allowance for doubtful accounts of $512 and $574 (variable interest entity restricted $1,003 and $1,980) | 2,169 | 3,055 |
Inventories | 3,857 | 3,508 |
Operating taxes recoverable | 809 | 737 |
Deposits and other current assets | 895 | 1,071 |
Total current assets | 10,721 | 13,901 |
Property, net (variable interest entity restricted $2,102 and $3,727) | 18,328 | 24,753 |
Goodwill | 3,258 | 4,431 |
Intangible assets, net | 1,225 | 2,740 |
Other long-term assets | 103 | 88 |
Total assets | 33,635 | 45,913 |
Current liabilities: | ||
Accounts payable | 2,514 | 3,286 |
Accrued salary, wages and benefits | 2,325 | 2,206 |
Accrued expenses | 4,789 | 4,830 |
Current maturities of debt (variable interest entity nonrecourse $2,750 and $4,758) | 5,050 | 4,808 |
Total current liabilities | 14,678 | 15,130 |
Long-term debt, less current portion (variable interest entity nonrecourse $3,553 and $6,203) | 10,908 | 11,288 |
Derivative warrant liabilities | 678 | 955 |
Deferred tax liability | 34 | 225 |
Total liabilities | $ 26,298 | $ 27,598 |
Commitments and contingencies | ||
Temporary equity: | ||
Temporary Equity - Redeemable noncontrolling interest in Nutra SA | $ 69 | $ 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, 9,537,415 and 9,383,571 shares issued and outstanding | 262,895 | 261,299 |
Accumulated deficit | (250,738) | (242,470) |
Accumulated other comprehensive loss | (4,889) | (3,157) |
Total equity attributable to RiceBran Technologies shareholders | 7,268 | 15,672 |
Total liabilities, temporary equity and equity | $ 33,635 | $ 45,913 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 512 | $ 574 |
Equity attributable to RiceBran Technologies shareholders: | ||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 9,537,415 | 9,383,571 |
Common stock, shares outstanding (in shares) | 9,537,415 | 9,383,571 |
Variable Interest Entity [Member] | ||
Current assets: | ||
Accounts receivable, variable interest entity restricted | $ 1,003 | $ 1,980 |
Variable interest entity restricted portion of property, net | 2,102 | 3,727 |
Current liabilities: | ||
Nonrecourse portion of current maturities of long-term debt (variable interest entity) | 2,750 | 4,758 |
Long-term liabilities: | ||
Long-term debt, less current portion variable interest entity nonrecourse | $ 3,553 | $ 6,203 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Operations [Abstract] | ||
Revenues | $ 39,896 | $ 40,108 |
Cost of goods sold | 31,826 | 35,639 |
Gross profit | 8,070 | 4,469 |
Operating expenses: | ||
Selling, general and administrative | 12,567 | 14,354 |
Depreciation and amortization | 1,779 | 2,879 |
Total operating expenses | 14,346 | 17,233 |
Loss from operations | (6,276) | (12,764) |
Other income (expense): | ||
Interest income | 107 | 115 |
Interest expense - accreted on debt converted to equity | 0 | (6,323) |
Interest expense - other | (3,101) | (4,011) |
Change in fair value of derivative warrant and conversion liabilities | 1,001 | (1,209) |
Loss on extinguishment | (1,904) | (906) |
Financing expense | 0 | (2,072) |
Foreign currency exchange, net | (370) | (174) |
Other income | 167 | 12 |
Other expense | (376) | (599) |
Total other income (expense) | (4,476) | (15,167) |
Loss before income taxes | (10,752) | (27,931) |
Income tax benefit | 176 | 1,304 |
Net loss | (10,576) | (26,627) |
Net loss attributable to noncontrolling interest in Nutra SA | 2,308 | 3,598 |
Net loss attributable to RiceBran Technologies shareholders | $ (8,268) | $ (23,029) |
Loss per share attributable to RiceBran Technologies shareholders | ||
Basic (in dollars per share) | $ (0.90) | $ (3.96) |
Diluted (in dollars per share) | $ (0.90) | $ (3.96) |
Weighted average number of shares outstanding | ||
Basic (in shares) | 9,187,983 | 5,809,364 |
Diluted (in shares) | 9,187,983 | 5,809,364 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Comprehensive Loss [Abstract] | ||
Net loss | $ (10,576) | $ (26,627) |
Other comprehensive loss - foreign currency translation, net of tax | (2,573) | (1,404) |
Comprehensive loss, net of tax | (13,149) | (28,031) |
Comprehensive loss attributable to noncontrolling interest, net of tax | 3,147 | 4,081 |
Total comprehensive loss attributable to RiceBran Technologies shareholders | $ (10,002) | $ (23,950) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2013 | $ 227,513 | $ (219,441) | $ (2,236) | $ 5,836 |
Balance( in shares) at Dec. 31, 2013 | 2,832,014 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation, employees and directors | $ 729 | 0 | 0 | 729 |
Share-based compensation, employees and directors (in shares) | 281,620 | |||
Stock and warrant offering proceeds, net | $ 13,296 | 0 | 0 | 13,296 |
Stock and warrant offering proceeds, net (in shares) | 2,786,781 | |||
Warrant issued in private placement offering | $ 430 | 0 | 0 | 430 |
Issuance of shares to former warrants holders and note holder | $ 0 | 0 | 0 | 0 |
Issuance of shares to former warrant holders and a note holder (in shares) | 1,688,985 | |||
Debt conversion | $ 10,109 | 0 | 0 | 10,109 |
Debt conversion (in shares) | 1,724,461 | |||
Change in classification of warrants to equity from liability | $ 8,902 | 0 | 0 | 8,902 |
Other | $ 320 | 0 | 0 | 320 |
Other (in shares) | 69,710 | |||
Foreign currency translation | $ 0 | 0 | (921) | (921) |
Net loss | 0 | (23,029) | 0 | (23,029) |
Balance at Dec. 31, 2014 | $ 261,299 | (242,470) | (3,157) | $ 15,672 |
Balance( in shares) at Dec. 31, 2014 | 9,383,571 | 9,383,571 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation, employees and directors | $ 857 | 0 | 0 | $ 857 |
Share-based compensation, employees and directors (in shares) | 139,047 | |||
Warrants issued to subordinated debt holders | $ 699 | 0 | 0 | 699 |
Other | $ 40 | 0 | 0 | 40 |
Other (in shares) | 14,797 | |||
Foreign currency translation | $ 0 | 0 | (1,732) | (1,732) |
Net loss | 0 | (8,268) | 0 | (8,268) |
Balance at Dec. 31, 2015 | $ 262,895 | $ (250,738) | $ (4,889) | $ 7,268 |
Balance( in shares) at Dec. 31, 2015 | 9,537,415 | 9,537,415 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flow from operating activities: | ||
Net loss | $ (10,576) | $ (26,627) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,548 | 3,956 |
Amortization | 1,515 | 2,593 |
Provision for doubtful accounts receivable | 185 | 251 |
Share-based compensation, employees and directors | 898 | 729 |
Interest accreted | 455 | 7,058 |
Change in fair value of derivative warrant and conversion liabilities | (1,001) | 1,209 |
Loss on extinguishment | 1,904 | 906 |
Financing expense | 0 | 2,072 |
Deferred tax benefit | (192) | (1,304) |
Other | 75 | 169 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 63 | (766) |
Inventories | (677) | (138) |
Accounts payable and accrued expenses | 1,392 | (215) |
Other | (383) | 40 |
Net cash used in operating activities | (3,794) | (10,067) |
Cash flows from investing activities: | ||
Acquisition of HN, net of cash acquired | 0 | (725) |
Purchases of property | (1,068) | (5,423) |
Proceeds from sales of property | 0 | 23 |
Net cash used in investing activities | (1,068) | (6,125) |
Cash flows from financing activities: | ||
Payments of debt | (23,823) | (18,971) |
Proceeds from issuance of debt | 25,991 | 15,699 |
Proceeds from issuance of convertible debt and related warrants, net of costs | 0 | 5,379 |
Proceeds from issuance of common stock and warrants, net of costs | 0 | 13,296 |
Other | 0 | (329) |
Net cash provided by financing activities | 2,168 | 15,074 |
Effect of exchange rate changes on cash and cash equivalents | 154 | (363) |
Net change in cash and cash equivalents | (2,540) | (1,481) |
Cash and cash equivalents, beginning of year | 3,610 | 5,091 |
Cash and cash equivalents, end of year | 1,070 | 3,610 |
Supplemental disclosures: | ||
Cash paid for interest | 1,817 | 2,628 |
Cash paid for income taxes | $ 26 | $ 0 |
LIQUIDITY, MANAGEMENT PLANS AND
LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS | 12 Months Ended |
Dec. 31, 2015 | |
LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS [Abstract] | |
LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS | NOTE 1. LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS Liquidity and Management’s Plans In 2014 and 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 Healthy Natural, Inc. (HN), the operations of which are accretive to cash flows. Industria Riograndens De Oleos Vegetais Ltda. ( Irgovel, completed the final stages of a major capital expansion during the first quarter of 2015. Throughout 2014, significant cash was used during the shutdown period and subsequent restart of the plant. Operations at Irgovel began to improve during the end of 2015, such that Irgovel should continue to improve its gross profit margins in 2016 subject to raw bran availability. However, there are no assurances that this will occur. In May 2015, we entered into an $8 million senior secured credit facility agreement with a lender (the Lender) consisting of a $3.5 million revolving loan, not to exceed a borrowing base, as defined in the agreement, and an initial $2.5 million term loan, which term loan may be increased at the Lender’s discretion by up to $2.0 million within 2 years. In February 2016, we issued and sold preferred stock and warrants that netted proceeds of $2.6 million. Funds received under the facility with the Lender and from the February offering are being used for working capital and capital expenditure needs in both of our operating segments. From January 1, 2016 through March 30, 2016, we have invested an additional $1.0 million in Nutra SA to fund Irgovel working capital needs. As of March 30, 2016, we may make additional investments in Nutra SA up to $0.5 million without prior approval of the Lender. In March 2016, the restricted cash previously held in a $1.9 million escrow account associated with the purchase of Irgovel (the status of which is discussed further in Note 14 to the consolidated financial statements) was released to us pursuant to a court order. We repaid $1.0 million of the term note with the Lender upon receipt of funds from the escrow account. General Business We are a human food ingredient, nutritional supplement and animal nutrition company focused on value-added processing and marketing of healthy, natural and nutrient dense products derived from raw rice bran an underutilized by-product of the rice milling industry. Using our bio-refining business model, we apply our proprietary and patented technologies and intellectual properties to convert raw rice bran into numerous high value products including stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB), Our target markets are natural food, functional food, nutraceutical supplement and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally. We have two reportable operating segments: (i) USA segment, which manufactures and distributes SRB (for human food ingredient and animal nutrition customers) in various granulations along with Stage II products and derivatives and (ii) Brazil segment, which extracts crude RBO and DRB from rice bran, which are then further processed into fully refined rice bran oil for sale internationally and in Brazil, compounded animal nutrition products for horses, cows, swine, sheep and poultry and a number of valuable human food and animal nutrition products derivatives and co-products. Stage II refers to the proprietary processes run at our Dillon, Montana facility and includes products produced at that facility using our patented processes. The combined operations of our USA and Brazil segments encompass our bio-refining approach to processing raw rice bran into various high quality, value-added constituents and finished products. Over the past decade, we have developed and optimized our proprietary bio-refining processes to support the production of healthy, natural, hypoallergenic, gluten free, and non-genetically modified ingredients and supplements for use in human meats, baked goods, cereals, coatings, health foods, nutritional supplements, nutraceuticals and high-end animal nutrition and health products. The USA segment produces SRB inside two supplier rice mills in California and our facility in Mermentau, Louisiana. A facility located in Lake Charles, Louisiana has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces our Stage II products: The manufacturing facilities included in our USA segment have proprietary processing equipment and process patented technology for the stabilization and further processing of rice bran into finished products. In 2015, approximately 84% of USA segment revenue was from sales of human food products and the remainder was from sales of animal nutrition products. The Brazil segment consists of the consolidated operations of Nutra SA, whose only operating subsidiary is Irgovel, located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human ingredient and animal nutrition markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. Irgovel also produces rice lecithin, which has application in human nutrition, animal nutrition and industrial applications. DRB is compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market, sold as a raw material for further processing into human food ingredients or sold in bulk into the animal nutrition markets in Brazil and neighboring countries. In 2015, approximately 52% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis or Presentation and Principles of Consolidation Foreign Currencies and Currency Translation Cash and Cash Equivalents Accounts Receivable and Allowance for Doubtful Accounts Inventories – Long-Lived Assets, Intangible Assets and Goodwill We test goodwill and other indefinite-lived intangible assets for impairment on an annual basis or on an interim basis if an event occurs or circumstances change that may reduce the fair value of a reporting unit below its carrying value. Our annual qualitative or quantitative assessments involve determining an estimate of the fair value of our reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill and other indefinite-lived intangible assets exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and, thus, the second step of the quantitative impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss, if any. Fair values are derived based on an evaluation of past and expected future performance of our reporting units. When we perform a quantitative estimate of fair value, we use level 3 inputs as defined by the fair value hierarchy. The inputs used to calculate the fair value include a number of subjective factors, such as estimates of future cash flows, estimates of our future cost structure, discount rates for our estimated cash flows, required level of working capital, assumed terminal value, and time horizon of cash flow forecasts. Estimating the fair value of an individual reporting unit requires us to make assumptions and estimates regarding our future plans, industry and economic conditions. We review our long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. We also evaluate the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. Revenue Recognition We make provisions for estimated returns, discounts and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities. Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold. Research and Development Derivative Warrant Liabilities – We account for the warrants with these anti-dilution clauses as liability instruments. These warrants are valued using the lattice model in each reporting period and the resultant change in fair value is recorded in the consolidated statements of operations in other income (expense). Share-Based Compensation – We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally we value options granted to non-employees and consultants using the Black-Scholes-Merton valuation model. The value is re-measured each reporting period over the requisite service period. Income Taxes Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in Brazil. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that may be different from current estimates of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when it is determined that the liabilities are no longer necessary. Use of Estimates Reclassifications Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue from contracts with customers, to clarify the principles for recognizing revenue and develop a common revenue standard for GAAP and IFRS. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance is effective for our annual and interim periods beginning in 2018. Early adoption is permitted. We continue to assess the potential impact of the guidance. 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. The Company is in the process of determining the impact the new guidance will have on our results of operations and financial position and will determine if we will adopt the standard on a full or modified retrospective basis. In April 2015, the FASB issued guidance which 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. We elected to early adopt these provisions effective October 1, 2015, retrospectively for all periods presented. As a result, $0.5 million of debt issuance costs as of December 31, 2015, are presented as a deduction of the related debt in these financial statements. There were no debt issuance costs included in our statement of financial statements as of December 31, 2014. In July 2015, the FASB issued an amendment which changes the measurement principle for inventory to the lower of cost and net realizable value. Entities are no longer to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. We elected to early adopt these provisions prospectively effective October 1, 2015. Adoption had no impact on our results of operations. In November 2015, the FASB issued amendments which change the balance sheet classification of deferred income taxes. Previous standards required us to separate deferred income tax liabilities and assets into current and noncurrent amounts in our statements of financial position. The amendments require that deferred tax liabilities and assets be classified as noncurrent in our consolidated statements of financial position. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. We elected to early adopt these provisions effective October 1, 2015, retrospectively to all periods presented. As a result, a $171 thousand deferred tax asset previously classified as current as of December 31, 2014, is classified as noncurrent, offsetting deferred tax liabilities in these consolidated financial statements. In February 2016, the FASB issued amendments which change the accounting for leases. As under prior GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease for us as a lessee depend primarily on its classification as a finance or operating lease. For capital or finance leases, lessees will recognize amortization of the right-of-use asset separately from interest on the lease liability. For operating leases, lessees will recognize a single total lease expense. The guidance is effective for our annual and interim periods beginning in 2019 and must be adopted on a modified retrospective approach. Early adoption is allowed. We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined if we will early adopt the standard. |
LOSS PER SHARE (EPS)
LOSS PER SHARE (EPS) | 12 Months Ended |
Dec. 31, 2015 | |
LOSS PER SHARE (EPS) [Abstract] | |
LOSS PER SHARE (EPS) | NOTE 3. LOSS PER SHARE (EPS) Basic EPS is computed by dividing net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of common shares outstanding during all periods presented. Shares underlying options and warrants and convertible instruments are excluded from the basic EPS calculation but are considered in calculating diluted EPS. Nonvested shares that vest solely on the basis of a service condition are not included in the denominator of the computation of basic EPS. Diluted EPS is computed by dividing the net income attributable to RiceBran Technologies shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. The dilutive effect of outstanding convertible instruments 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. 2015 2014 NUMERATOR (in thousands): Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (8,268 ) $ (23,029 ) DENOMINATOR: Basic EPS - weighted average number of shares outstanding 9,187,983 5,809,364 Effect of dilutive securities outstanding - - Diluted EPS - weighted average number of shares outstanding 9,187,983 5,809,364 Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive-Stock options (average exercise price of $10.04 and $18.56 ) 305,690 201,584 Warrants (average exercise price of $5.74 and $5.92) 6,879,792 4,651,380 Nonvested shares of common stock 282,929 87,167 7,468,411 4,940,131 The impacts of potentially dilutive securities outstanding at December 31, 2015 and 2014, were not included in the calculation of diluted EPS in 2015 and 2014 because to do so would be anti-dilutive. Those securities listed in the table above which were anti-dilutive in 2015 and 2014, which remain outstanding, could potentially dilute EPS in the future. |
HN ACQUISITION
HN ACQUISITION | 12 Months Ended |
Dec. 31, 2015 | |
HN ACQUISITION [Abstract] | |
HN ACQUISITION | NOTE 4. HN ACQUISITION In January 2014, we purchased all of the outstanding shares of HN for $2.0 million in cash ($1.8 million paid in January 2014 and $0.2 million payable upon the resolution of certain contingencies) and promissory notes in the face amount of $3.3 million, subject to working capital adjustments. HN is an Irving, Texas-based formulator and co-packer of products targeted at customers in the direct marketing, internet sales and retail distribution markets. HN serves the natural products, nutritional supplement and nutraceutical and functional food sectors. We acquired HN as part of our strategy to vertically integrate our business in order to leverage our proprietary and patented technologies. The acquisition has been accounted for as a business combination. The results of HN’s operations are included in our consolidated financial statements beginning January 2, 2014, and are included in our USA segment. In the first quarter of 2014, we incurred $0.3 million of acquisition-related costs which are included in selling, general and administrative expenses in the 2014 consolidated statement of operations. The following table summarizes the aggregate purchase price allocation, the consideration transferred to acquire HN, as well as the amounts of identified assets acquired and liabilities assumed based on the estimated fair value as of the January 2, 2014, acquisition date (in thousands). Cash $ 1,800 Cash holdback for contingencies 200 Convertible notes payable 2,785 Total fair value of consideration transferred 4,785 Financial assets, including acquired cash of $1,075 1,314 Inventories 1,109 Property 963 Identified intangible asset estimate 3,847 Deferred income taxes, net (1,529 ) Financial liabilities (1,709 ) Net recognized amounts of identifiable assets acquired 3,995 Goodwill - USA segment $ 790 The fair value of trade receivables at January 2, 2014, was $0.1 million which equaled the gross amount receivable. We assigned a $3.8 million value to a customer relationship intangible and we are amortizing that intangible over a three year period as follows: $1.7 million in 2014, $1.3 million in 2015 and $0.8 million in 2016. In 2015, we recognized $1.3 million of amortization expense in the USA segment related to this intangible. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | 12 Months Ended |
Dec. 31, 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 majority equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands). December 31, 2015 2014 Cash and cash equivalents $ 104 $ 269 Other current assets (restricted $1,003 and $1,980) 2,760 4,735 Property, net (restricted $2,102 and $3,727) 9,502 15,258 Goodwill and intangibles, net 2,468 3,722 Other noncurrent assets 43 34 Total assets $ 14,877 $ 24,018 Current liabilities $ 4,647 $ 5,346 Current portion of long-term debt (nonrecourse) 2,750 4,758 Long-term debt, less current portion (nonrecourse) 3,553 6,203 Total liabilities $ 10,950 $ 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. In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors). The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest. We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA. In 2015 and 2014, we invested $3.6 million and $10.3 million in Nutra SA. From January 1, 2016 through March 30, 2016, we invested an additional $1.0 million in Nutra SA. As of March 30, 2016, we may make additional investments in Nutra SA up to $0.5 million without prior approval of the Lender. A summary of changes in redeemable noncontrolling interest and the Investor’s interest in Nutra SA follows (in thousands): 2015 2014 Redeemable noncontrolling interest in Nutra SA, beginning of period $ 2,643 $ 7,177 Investors' interest in net loss of Nutra SA (2,308 ) (3,598 ) Investors' interest in accumulated other comprehensive loss of Nutra SA (839 ) (483 ) Investors' purchase of additional units - 120 Accumulated Yield classified as other current liability 573 (573 ) Redeemable noncontrolling interest in Nutra SA, end of period $ 69 $ 2,643 Investors' average interest in Nutra SA during the period 32.9 % 40.0 % Investors' interest in Nutra SA as of period end 32.0 % 34.7 % Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have drag along rights which provide the Investors the ability to force a sale of Nutra SA assets in the future. We have assessed the likelihood of the Investors exercising these rights as less than probable at December 31, 2015. We will continue to evaluate the probability of the Investors exercising their drag along rights each reporting period. We will begin to accrete the redeemable noncontrolling interest up to fair value if and when it is probable the Investors will exercise these rights. Under the 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 in August 2015 to eliminate the Yield, which resulted in the reversal of the Yield accrued since January 1, 2014, in the amount of $0.5 million. 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 December 31, 2015, there have been no unwaived events of default. Events of default, as defined in the MIPA and the October 2013 amendment of investment agreements, are failure of Irgovel to meet minimum annual processing targets or to achieve EBITDA on a local currency basis of at least R$4.0 million annually. As of December 31, 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. |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 12 Months Ended |
Dec. 31, 2015 | |
CONCENTRATION OF RISK [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 6. CONCENTRATION OF RISK Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of trade accounts receivable. We perform ongoing credit evaluations on our customers’ financial condition and generally do not require collateral. One USA segment customer accounted for approximately 31% of our revenues in 2015, 28% of our revenues in 2014, and 3% of our accounts receivable as of both December 31, 2015 and 2014. A second USA segment customer accounted for 2% of our sales in 2015, 1% of our sales in 2014, and 3% of our outstanding accounts receivable at both December 31, 2015 and 2014. A third USA segment customer, accounted for 1% of our sales in 2015 and 5% of our outstanding accounts receivable at December 31, 2015, less than 1% of our sales in 2014 and less than 1% of accounts receivable as of December 31, 2014. A fourth Brazil segment customer accounted for approximately 9% and 3% of our sales in 2015 and 2014 and approximately 17% and 22% of our accounts receivable at December 31, 2015 and 2014 As of December 31, 2015, 192 of our 264 employees were located in Brazil. All of our employees in Brazil are represented by a labor union and are covered by a collective bargaining agreement. At December 31, 2015, consolidated accounts receivable, net includes $1.0 million of Brazil segment accounts receivable. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2015 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 7. INVENTORIES Inventories are composed of the following (in thousands): As of December 31, 2015 2014 Finished goods $ 1,575 $ 1,103 Work in process 270 380 Raw materials 1,259 1,441 Packaging supplies 753 584 Total inventories $ 3,857 $ 3,508 |
PROPERTY
PROPERTY | 12 Months Ended |
Dec. 31, 2015 | |
PROPERTY [Abstract] | |
PROPERTY | NOTE 8. PROPERTY Property consists of the following (in thousands): As of December 31, 2015 2014 Estimated Useful Lives Land $ 323 $ 364 Furniture and fixtures 433 539 5-10 years Plant 13,122 15,942 25-30 years, or life of lease Computer and software 1,594 1,701 3-5 years Leasehold improvements 640 568 4-7 years or life of lease Machinery and equipment 17,782 21,880 5-10 years Subtotal 33,894 40,994 Less accumulated depreciation 15,566 16,241 Property, net $ 18,328 $ 24,753 E ffective June 30, 2015, as a result of plant operational changes, Irgovel extended the estimated useful lives on its machinery and equipment from an average of 5 years to an average of 10 years. As a result, 2015 depreciation in cost of goods sold was approximately $0.3 million lower than it would have been prior to the change and loss per share was impacted favorably in 2015 by approximately $0.04 per share. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2015 | |
INTANGIBLE ASSETS AND GOODWILL [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 9. INTANGIBLE ASSETS AND GOODWILL Intangible assets consist of the following (in thousands): USA Segment Brazil Segment Total Patents Trademarks Customer Lists Trademarks Customer Lists Intangible Assets December 31, 2015 Cost $ 1,498 $ 76 $ 6,524 $ 2,607 $ 953 $ 11,658 Accumulated amortization (1,215 ) - (5,658 ) (2,607 ) (953 ) (10,433 ) Net book value $ 283 $ 76 $ 866 $ - $ - $ 1,225 December 31, 2014 Cost $ 1,697 $ 76 $ 6,524 $ 2,607 $ 953 $ 11,857 Accumulated amortization (1,296 ) - (4,343 ) (2,547 ) (931 ) (9,117 ) Net book value $ 401 $ 76 $ 2,181 $ 60 $ 22 $ 2,740 Estimated useful lives 17 years Indefinite 3 - 7 years 7 years 7 years Amortization expense was $1.5 million in the years ended December 31, 2015; expected to be $1.0 million in 2016, $0.1 million in 2017 and $0.1 million in 2018. 2015 2014 Goodwill, beginning of period $ 4,431 $ 4,139 USA segment - Acquisition of HN - 790 Brazil segment - Effect of foreign currency translation (1,173 ) (498 ) Goodwill, end of period $ 3,258 $ 4,431 We performed a quantitative analysis of our Brazil segment goodwill as of December 31, 2015. With the assistance of a valuation specialist, we calculated the net present value of Brazil segment estimated cash flows using a risk adjusted discount rate, in order to estimate the fair value of that reporting unit from the perspective of a market participant. We used discount rates and terminal growth rates of approximately 24% and 5%, respectively, to calculate the present value of estimated future cash flows. While the quantitative analysis indicated no impairment of Brazil segment goodwill existed as of December 31, 2015, if the future performance of that reporting unit falls short of our expectations or if there are significant changes in risk-adjusted discount rates due to changes in market conditions, we could be required to recognize material impairment charges in future periods. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2015 | |
DEBT [Abstract] | |
DEBT | NOTE 10. DEBT The following table summarizes current and long-term portions of debt as of December 31, 2015 and 2014 (in thousands): 2015 2014 Corporate segment: Senior revolving loan $ 1,617 $ - Senior term note, net 1,407 - Subordinated notes, net, maturing in May 2018, principal $6.2 million 6,310 - Subordinated notes, net, due in July 2016, principal $0.2 million 205 4,978 Other 116 157 9,655 5,135 Brazil segment: Capital expansion loans 2,067 3,629 Working capital lines of credit 828 2,408 Advances on customer export orders 1,310 1,810 Special tax programs 2,064 3,016 Other 34 98 6,303 10,961 Total debt 15,958 16,096 Current portion 5,050 4,808 Long-term portion $ 10,908 $ 11,288 Required future minimum payments on our debt as of December 31, 2015 , follow (in thousands). Corporate Segment Brazil Segment Total 2016 $ 2,339 $ 2,751 $ 5,090 2017 1,821 637 2,458 2018 6,607 555 7,162 2019 - 493 493 2020 - 416 416 Thereafter - 1,451 1,451 10,767 6,303 17,070 Debt issuance costs (1,112 ) - (1,112 ) Total debt $ 9,655 $ 6,303 $ 15,958 Corporate Segment Senior Revolving Loan and Term Note In May 2015, we entered into an $8 million senior secured credit facility agreement with a lender (the Lender) consisting of a $3.5 million revolving loan, not to exceed a borrowing base, as defined in the agreement, and an initial $2.5 million term loan, which term loan may be increased at the Lender’s discretion by up to $2.0 million within 2 years. The funds will be used for general corporate purposes and to provide working capital to facilitate future growth. The facility is secured by a senior interest in substantially all of our assets, excluding half of our interest in Nutra SA and RBT PRO, LLC. The credit facility matures on June 1, 2018, with the potential for two one-year maturity extensions. The loan bears interest at a variable interest rate based on LIBOR, with a 0.75% floor and 1.25% cap, plus 10.75% per annum, (11.5% at December 31, 2015) and we will pay certain fees under the agreement. We issued The May 2015 agreement with the Lender included certain financial and non-financial covenants such as a requirement that 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. In February 2016, we entered into an agreement with the Lender which modified the financial convents to require that (a) from February 1, 2016 to July 15, 2016, we maintain cash on hand, including availability under our revolving loan with the Lender, of not less than $1.5 million provided that at least $0.8 million of such amount must be in the form of cash on hand, and (b) we maintain an average monthly adjusted EBITDA, as defined by the agreement, calculated over each consecutive three-month period beginning on January 1, February 1, March 1, April 1 and May 1, 2016, of not less than $0.1 million. The Lender also waived, for the first two quarters of 2016, any non-compliance with the financial covenants in the May 2015 agreement. The amendment with the Lender requires that we repay $1.0 million of the senior term note which occurred on March 24, 2016. In consideration for the amendments, we paid and expensed $0.1 million to the Lender in 2016. Subordinated Notes In May 2015, the terms of subordinated notes in the principal amount of $6.3 million were amended to extend the maturity dates from July 2016 to May 2018 and change the interest rate from 5% per year to an annual interest rate of a rate determined as a function of LIBOR (as defined in the amendment) plus 11% (currently 11.75%) (the Note Amendment). Interest is payable quarterly. Principal is payable in seven quarterly installments of $0.3 million beginning in October 2016, with the remainder of principal due in May 2018. The holders of these notes received warrants to acquire 289,670 shares of common stock in the aggregate (exercise price of $5.25, May 2020 expiration). We accounted for the amendment as an extinguishment and reissuance. We recognized a $1.9 million loss on extinguishment equal to the total of (i) the difference between the $5.1 million carrying value of the notes on the date of the transaction and the $6.3 million face value of the notes and (ii) the $0.7 million fair value of the warrants at issuance. These notes are secured by a subordinated interest in substantially all of our assets, excluding our interest in Nutra SA and RBT PRO, LLC. The terms of subordinate notes in the principal amount of $0.2 million were not modified in May 2015. These notes bear an interest rate of 5% per year, payable quarterly, and mature in July 2016. We accrete these notes up to their face value at an effective interest rate of 24.5%. As of December 31, 2015, the remaining unamortized debt discount related to these notes was less than $0.1 million. These notes are secured by a subordinated interest in substantially all of our assets, excluding our interest in Nutra SA and RBT PRO, LLC. Brazil Segment All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on customer export orders which are denominated in U.S. Dollars. Capital Expansion Loans In December 2011, Irgovel entered into loan agreements with the Bank of Brazil. As of December 31, 2015, the remaining notes held a principal balance of R$8.2 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. In July 2012, Irgovel entered into an agreement with the bank under which it borrowed R$1.7 million 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 40%-100% of the collateral, depending on the agreement. The annual interest rates on this debt range from 8.4% to 135.6%, and average 31.5%. Principal maturities of amounts outstanding extend through September 2017. Advances on Customer Export Orders Irgovel obtains advances against certain customer export orders from various banks. The annual interest rates on these advances range from 5.5% to 13.0%, and average 9.9%. Principal maturities of amounts outstanding extend through June 2016. 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 December 31, 2015. Provisions and Covenants As of December 31, 2015, we are in compliance with the provisions and covenants associated with our debt agreements, as modified and discussed above. |
EQUITY AND SHARE-BASED COMPENSA
EQUITY AND SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2015 | |
EQUITY AND SHARE-BASED COMPENSATION [Abstract] | |
EQUITY AND SHARE-BASED COMPENSATION | NOTE 11. EQUITY AND SHARE-BASED COMPENSATION In February 2016, our board of directors authorized the issuance of 3,000 shares of Series F convertible preferred stock. The preferred stock is non-voting and may be converted into a total of 2,000,000 shares of our common stock at the holder’s election at any time, subject to certain beneficial ownership limitations, at a ratio of 1 preferred share for 666.66666 shares of common stock. The preferred stock is only entitled to receive dividends if we declare dividends, in which case the dividend will be paid (i) first an amount equal to $0.01 per share of preferred stock and (ii) then to and in the same form as dividends paid on shares of our common stock. Otherwise, the preferred stock has no liquidation or other preferences over our common stock . In May 2014, our shareholders approved an increase in our authorized shares of common stock from 6,000,000 shares to 25,000,000 shares. We have never declared or paid dividends on our common stock and have no plans to pay dividends in the foreseeable future. We are restricted from paying dividends or making other distributions to shareholders without prior approval from the Lender. 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 . Stock, Convertible Note and Warrant Offerings In January 2014, an underwriter exercised its overallotment rights related to our December 2013 secondary public offering. We issued and sold 162,586 shares of common stock for $5.24 per share and publicly traded warrants to purchase 162,586 shares of common stock ($6.55 per share exercise price and December 2018 expiration) for $0.01 per underlying share. In connection with the overallotment exercise, the underwriters for the offering also received a warrant for the purchase of 8,130 shares of common stock (exercise price of $6.55 per share and December 2018 expiration). The net proceeds from the overallotment exercise were $0.8 million, after deducting underwriting discounts and commissions and other cash offering expenses of $0.1 million, and are included in equity. We completed the first closing of a private placement offering in March 2014. We issued convertible notes in the principal amount of $4.9 million and warrants for the purchase of up to 1,399,614 shares of common stock ($5.25 per share exercise price and March 2019 expiration). We contributed $1.0 million of the $4.3 million proceeds, net of $0.6 million of costs, to Nutra SA, and used the remainder of the proceeds for capital projects in the United States and for general corporate purposes. On a fully diluted basis, at issuance we had available shares of common stock for 15.8% of the shares underlying the warrants. To the extent there were available shares, we allocated proceeds to equity for the warrants ($0.4 million). We recorded a derivative liability for the warrants to the extent there were not available shares ($5.0 million). We recorded $1.1 million in financing expense at closing representing the excess of the amounts recorded for the warrants over the net proceeds from the offering. The convertible notes issued in the offering were initially recorded with a discount equal to the face amount of the notes. As discussed below, in the Debt Conversions section, these notes converted in May 2014. We completed the second closing of the private placement offering in May 2014. We issued convertible notes in the principal amount of $1.2 million and warrants for the purchase of up to 357,075 shares of common stock, with an exercise price of $5.25 per share and a May 2019 expiration. We contributed $0.5 million of the $1.1 million proceeds, net of $0.2 million of costs, to Nutra SA, and used the remainder of the proceeds for capital projects in the United States and for general corporate purposes. On a fully diluted basis, at issuance we had no available shares of common stock for the shares underlying these warrants and, as a result, recorded a derivative liability for the fair value of these warrants at issuance ($2.0 million). We recorded $1.0 million in financing expense at closing, representing the excess of the amounts recorded for the warrants over the net proceeds from the offering. The convertible notes issued in the offering were initially recorded with a discount equal to the face amount of the notes. As discussed below, in the Debt Conversions section, these notes converted in May 2014. In June 2014, we issued and sold 1,417,500 shares of common stock for $5.29 per share and warrants to purchase 708,750 shares of common stock (exercise price of $5.87 per share and June 2019 expiration) for $0.01 per underlying share. The underwriters for the offering also received a warrant for the purchase of 85,050 shares of common stock (exercise price of $6.625 per share and June 2019 expiration). The net proceeds from the offering of $6.8 million, after deducting underwriting discounts and commissions and other cash offering expenses of $0.7 million, are included in common stock. We contributed $3.0 million of the proceeds to Nutra SA and used $0.8 million of the proceeds to pay all amounts due under the USA segment senior revolving note. In October 2014, we issued and sold 1,181,695 shares of common stock and warrants to purchase 1,181,695 shares of common stock (exercise price of $5.27 per share, exercisable beginning April 2015, April 2020 expiration) for $5.40 per unit, where a unit is one share of common stock and a warrant to purchase one share of common stock. The underwriters of the offering also received a warrant for the purchase of 94,536 shares of common stock (exercise price of $5.27 per share and October 2019 expiration). The net proceeds from the offering of $5.8 million, after deducting underwriting discounts and commissions and other estimated cash offering expenses of $0.6 million, are included in common stock. In February 2016, we issued and sold 3,000 shares of preferred stock for $1,000 per share, and sold warrants to purchase 2,660,000 shares of common stock (exercise price of $2.00 per share, exercisable beginning August 2016, April 2021 expiration). The underwriters of the offering also received a cash fee of $0.2 million. The net proceeds from the offering was $2.6 million, after deducting underwriting discounts and commissions and other estimated cash offering expenses of $0.4 million. As a result of this offering, we were required under our warrants that contain full ratchet anti-dilution provisions to reduce the exercise price on certain warrants from $5.24 per share to $1.50 per share and to increase the number of shares of common stock underlying these warrants from 426,489 shares to 1,489,868 shares. Debt Conversions In connection with the January 2014 acquisition of HN, we issued convertible promissory notes in the face amount of $3.3 million. The convertible notes issued in the March 2014 and May 2014 private placement closings, due in July 2016, bore interest at 5% interest until the $6.2 million outstanding on the notes, including accumulated interest thereon (less than $0.1 million), automatically converted in May 2014, at a conversion price of $5.25, into 1,180,567 shares of common stock upon shareholders voting to approve an increase in our authorized shares of common stock. When the notes converted, we recognized interest expense of $6.2 million, to accrete the notes to their face value, and increased equity $6.2 million. Warrants Reclassified to Equity Shares of available common stock increased in 2014 as a result of (i) the expiration of certain outstanding warrants and options and (ii) the 19,000,000 share increase in our authorized shares of common stock. As a result, during the second quarter of 2014, we transferred to equity the $8.9 million fair value of warrants previously classified as derivative liabilities solely due to a lack, on a fully-diluted basis, of available shares of common stock. Other Stock Issuances In February 2016, we issued 950,000 shares of common stock to a supplier. In a 2013 transaction Equity Incentive Plans, Options and Warrants A summary of stock option and warrant activity for 2015 and 2014 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, January 1, 2014 179,437 $ 24.28 6.2 2,406,282 $ 6.33 4.5 Granted or issued 141,134 4.77 4,262,436 5.44 Exercised - NA - NA Forfeited, expired or cancelled (50,929 ) 34.61 (164,759 ) 5.24 Outstanding, December 31, 2014 269,642 12.12 7.9 6,503,959 5.77 4.3 Granted or issued 110,993 3.26 589,669 5.25 Exercised - NA - NA Forfeited, expired or cancelled (22,838 ) 20.21 - NA Outstanding, December 31, 2015 357,797 $ 8.86 7.8 7,093,628 $ 5.73 3.4 Exercisable, December 31, 2015 188,301 $ 13.14 6.6 7,093,628 $ 5.73 3.4 Our board of directors adopted our 2014 Equity Incentive Plan in August 2014 (2014 Plan), after the plan was approved by shareholders. A total of 1,600,000 shares of common stock were initially reserved for issuance under the plan. Under the terms of the plan, we may grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our board of directors administers the plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients. The options granted under the plan have terms of up to 10 years. As of December 31, 2015, options to purchase 241,239 shares have been issued and remain outstanding, 420,667 common shares have been issued and remain outstanding and 938,094 shares are reserved for future grants under the 2014 Plan. Our board of directors adopted our 2010 Equity Incentive Plan (2010 Plan) in February 2010. A total of 125,000 shares of common stock were initially reserved for issuance under the plan. The amount reserved increased annually each January 1st by 5% of the outstanding shares as of the prior December 31st. Additionally, in 2011 the board approved a 40,000 increase in the number of shares of common stock reserved under the plan. Under the terms of the 2010 Plan, we could grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our board of directors administered the 2010 Plan, determined vesting schedules on plan awards and could accelerate the vesting schedules for award recipients. The options granted under the 2010 Plan have terms of up to 10 years. In 2013, the board of directors froze the 2010 Plan and there are no longer any shares reserved for future grants. Our board of directors adopted the 2005 Equity Incentive Plan (2005 Plan) in May 2005 and our shareholders approved the 2005 Plan in September 2005. Under the terms of the 2005 Plan, we could grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Options granted under the 2005 Plan have terms of up to 10 years. There are no longer any shares reserved for future grants under the 2005 Plan. Share-based compensation expenses related to option and stock grants issued to employees and directors are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands): 2015 2014 Stock Options: Employees $ 128 $ 132 Executive officers 117 136 Consultants 1 4 Directors - 11 Stock: Directors 269 332 Executive officers 342 114 Total share-based compensation expense $ 857 $ 729 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 August 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 2015, we recognized $0.6 million in compensation related to these issuances. As of December 31, 2015, we expect to recognize the remaining $0.8 million of unrecognized compensation for the nonvested shares over a weighted average period of 1.7 years. As of December 31, 2015, our outstanding options have no intrinsic value. The average fair value of options granted was $2.68 per share in 2015 and $4.29 per share in 2014. The following are the assumptions used in valuing stock options: 2015 2014 Assumed volatility 90.7% - 112.5% 119.9% (112.0% weighted average) Assumed risk free interest rate 0.9% - 1.6% 1.7% (1.6% weighted average) Average expected life of options (in years) 6.2 6.2 Expected dividends - - Forfeiture rate 5% 5% The following table summarizes information related to outstanding and exercisable options: As of December 31, 2015 Outstanding Exercisable Range of Exercise Prices Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 1.98 to $2.97 34,862 $ 2.83 9.7 3,849 2.85 9.7 $ 2.98 to $3.47 75,243 3.47 9.5 12,540 3.47 9.5 $ 3.48 to $4.77 131,134 4.77 8.6 58,236 4.77 8.6 $ 4.78 to $16.00 109,267 15.77 5.3 105,449 15.84 5.2 $ 28.00 1,457 28.00 7.2 1,457 28.00 7.2 $ 40.00 2,834 40.00 5.8 2,834 40.00 5.8 $ 74.00 2,500 74.00 5.2 2,436 74.00 5.2 $ 242.00 500 242.00 0.0 500 242.00 0.0 $ 4.77 to $242.00 357,797 $ 8.86 7.8 187,301 $ 13.14 6.6 The following table summarizes equity and liability warrant activity during 2015 and 2014 : Equity Warrants Liability Warrants Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance, January 1, 2014 1,815,034 $ 6.69 5.0 591,248 $ 5.24 2.9 Granted 4,262,436 5.44 - NA Exercised - NA - NA Forfeited, expired or cancelled - NA (164,759 ) 5.24 Outstanding, December 31, 2014 6,077,470 5.81 4.4 426,489 5.24 2.9 Granted 289,669 5.25 300,000 5.25 Exercised - NA - NA Forfeited, expired or cancelled - NA - NA Outstanding, December 31, 2015 6,367,139 $ 5.73 3.4 726,489 $ 5.24 2.9 Exercisable, December 31, 2015 6,367,139 $ 5.73 3.4 726,489 $ 5.24 2.9 In addition to the warrants issued in connection with the offerings previously described in the Stock, Convertible Note and Warrant Offerings section, · In June 2014, we issued warrants to purchase 265,000 shares of common stock (exercise price of $5.25 per share and June 2019 expiration). · In · In The following table summarizes information related to outstanding and exercisable warrants: Outstanding Exercisable Range of Exercise Prices Type of Warrant Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 5.24 Liability (1) 426,489 $ 5.24 1.9 426,489 $ 5.24 1.9 $ 5.25 Liability (2) 300,000 5.25 4.4 300,000 5.25 4.4 $ 5.25 to $5.87 Equity 4,296,339 5.36 3.7 4,296,339 5.36 3.7 $ 6.55 to $6.63 Equity 2,055,767 6.55 3.0 2,055,767 6.55 3.0 $ 16.00 to $16.80 Equity 12,004 16.40 2.5 12,004 16.40 2.5 $ 46.80 Equity 3,029 46.80 1.0 3,029 46.80 1.0 7,093,628 $ 5.73 3.4 7,093,628 $ 5.73 3.4 (1) The warrants contain full ratchet anti-dilution provisions and are classified as derivative warrant liabilities in our balance sheets. Under the anti-dilution 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. As a result of February 2016 equity issuances, in February 2016, we were required to lower the exercise price on these warrants to $1.50 per share and increase the number of shares of common stock underlying these warrants to 1,489,867 shares. (2) The warrant, issued in May 2015 to the Lender, contains a most favored nations anti-dilution provisions Under that provision, in the event of issuances of options and/or convertible instruments with anti-dilution provision (providing for the adjustment of the exercise price, conversion price or other price or rate at which shares of common stock thereunder may be purchased, acquired or converted, and/or any upward adjustment in the number of shares of common stock issuable) we may be required to lower the exercise price on this warrant and and/or increase the number of shares underlying this warrant. The warrant is classified as derivative warrant liabilities in our balance sheets. |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 2015 | |
EQUITY METHOD INVESTMENT [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 12. EQUITY METHOD INVESTMENT I n 2013, we sold a 50% membership interest in RBT PRO, LLC (RBT PRO) to Wilmar We also entered into a cross license agreement with Wilmar, and under the agreements, we obtained rights to purchase a percentage of the capital stock of any entity Wilmar establishes to develop new products relating to rice bran or its derivative, as defined in the agreement, using the intellectual property licensed to Wilmar. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 13. INCOME TAXES Deferred tax assets (liabilities) are comprised of the following (in thousands): As of December 31, 2015 2014 United States Net operating loss carryforwards $ 4,007 $ 2,503 Gain on sale of membership interests in Nutra SA 366 369 Stock options and warrants 719 625 Property (174 ) (80 ) Intangible assets (274 ) (797 ) Capitalized expenses 462 525 Debt and deferred financing 329 (116 ) Other 345 642 Net deferred tax assets 5,780 3,671 Less: Valuation allowance (5,814 ) (3,896 ) Deferred tax asset (liability) (34 ) (225 ) Brazil Property (731 ) (1,141 ) Intangible assets - (28 ) Net operating loss carryforwards 4,320 4,666 Other 360 370 Net deferred tax assets 3,949 3,867 Less: Valuation allowance (3,949 ) (3,867 ) Deferred tax asset (liability) $ - $ - Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. We have determined it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly we have provided a valuation allowance for deferred tax assets. Our valuation allowance is on U.S. and Brazil deferred tax assets. The change in valuation allowance of $2.0 million in 2015 was due to (i) $2.3 million in net operating loss and (ii) $0.1 million for the change in the valuation allowance against Brazil deferred tax assets, net of $1.6 million impact from foreign currency translation, offset by (i) the $0.1 million impact of net operating losses expiring and those being limited due to ownership changes (ii) $0.3 million of adjustments to stock compensation deferreds and other items. The change in valuation allowance of $47.1 million in 2014 was due to (i) $2.5 million in net operating loss and (ii) $3.0 million for the change in the valuation allowance against Brazil deferred tax assets, net of $0.6 million impact from foreign currency translation, offset by (i) the $41.8 million impact of net operating losses expiring and those being limited due to ownership changes (ii) $0.9 million from the impact of state rate changes (iii) $1.3 million from the establishment of deferred tax liabilities in the acquisition of HN (iv) $1.1 million of adjustments to intangibles and stock compensation deferreds, and (v) $7.5 million of adjustment to fixed asset deferred balance as a result of an accounting method change. As of December 31, 2015, net operating loss carryforwards for U.S. federal tax purposes totaled $10.0 million and expire at various dates from 2018 through 2035. Net operating loss carryforwards for state tax purposes totaled $13.6 million as of December 31, 2015, and expire at various dates from 2016 through 2035. As of December 31, 2015, net operating loss carryforwards for Brazil tax purposes totaled $12.7 million and do not expire but may be subject to substantial annual limitations (generally 30% of taxable income in any year). Due to offerings and conversions occurring between December 2013 and May 2014, we believe our ability to utilize previously accumulated net operating loss carryforwards are subject to substantial annual limitations due to “change in ownership” provisions of the Internal Revenue Code of 1986, as amended, and similar state regulations. Therefore in 2014, we recorded the impact of the expiration of substantial net operating loss carryforwards prior to utilization. We have not yet completed a formal analysis to determine the exact amount of such limitation, therefore, our estimate of the annual limitation is subject to change. We are subject to taxation in the U.S. and various states. We record liabilities for income tax contingencies based on our best estimate of the underlying exposures. We are open for audit by the IRS for years after 2012 and, generally, by U.S. state tax jurisdictions after 2011. We are open for audit by the Brazilian tax authorities for years after 2011. Loss before income taxes is comprised of the following (in thousands): 2015 2014 Foreign $ (5,136 ) $ (10,504 ) Domestic (5,616 ) (17,427 ) Loss before income taxes $ (10,752 ) $ (27,931 ) Foreign earnings are assumed to be permanently reinvested. U.S. federal income taxes have not been provided on undistributed earnings of our foreign subsidiary. The income tax benefit of $0.2 million in 2015 and $1.3 million in 2014 is all related to U.S. federal and state deferred tax benefit. Reconciliations between the amount computed by applying the U.S. federal statutory tax rate (34%) to loss before income taxes, and income tax benefit follows (in thousands): 2015 2014 Income tax benefit at federal statutory rate $ (3,656 ) $ (9,496 ) Increase (decrease) resulting from: State tax benefit, net of federal tax effect (176 ) (206 ) Change in valuation allowance 3,601 (46,511 ) Expiration of U.S. net operating losses 101 41,756 Adjustment to fixed asset deferred balance - 7,450 Adjustment to intangible deferred balances - 484 Reduction in deferred balances for forfeited, expired or cancelled options 75 597 Nontaxable fair value adjustment (340 ) 411 Nondeductible debt issuance expenses 19 3,179 Impact of state rate changes 16 917 Nondeductible expenses 91 37 Adjustments to Brazil deferred balances - 15 Adjustments to U.S. deferred balances 93 63 Income tax benefit $ (176 ) $ (1,304 ) We recognize interest and penalties related to uncertain tax positions in selling, general and administrative expenses. We have not identified any uncertain tax positions requiring a reserve as of December 31, 2015 or 2014. We may be subject to potential examination by various taxing authorities in the US and Brazil. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. We do not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14. COMMITMENTS AND CONTINGENCIES Employment Contracts We have entered into employment and other agreements with certain executives and other employees that provide for compensation and certain other benefits. These agreements provide for severance payments under certain circumstances. In the normal course of business, we periodically enter into employment agreements which incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be reasonably estimated, we maintain insurance coverage, which we believe will effectively mitigate our obligations under these indemnification provisions. No amounts have been recorded in our financial statements with respect to any obligations under such agreements. Leases We lease certain properties under various operating lease arrangements that expire over the next twenty one years. These leases generally provide us with the option to renew the lease at the end of the lease term. Future minimum payments under these commitments as of December 31, 2015, are as follows: $0.7 million for 2016; $0.4 million in 2017; $0.3 million in 2018; $0.2 million in 2019; $0.1 million in 2020 and $0.8 million thereafter. We incurred rent expense of $0.7 million in 2015 and $0.8 million in 2014. Litigation In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. Defense costs are expensed as incurred and are included in professional fees. Irgovel Purchase On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3.0 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 December 31, 2015, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. On January 12, 2016, the US District Court for the District of Arizona entered a final judgment in our favor for a total of $1.9 million plus interest. On March 24, 2016, the $1.9 million in the escrow account was released to us to fund the award owed to us by the Sellers and, as required under an agreement with the Lender, we repaid $1.0 million of the term note with the Lender. We agreed to treat 90% of the funds retained from the escrow release as a distribution from Nutra SA and reduce our ownership percentage accordingly. As a result, our ownership percentage in Nutra SA reducecd .85%. in March 2016 when we received the escrow funds There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets as of December 31, 2015 and 2014, totaling $1.9 million. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of December 31, 2015, $0.3 million of pre-acquisition contingencies had either been paid or specifically identified and accrued, leaving a balance of $1.7 million to settle any remaining contingencies. We believe as of March 24, 2016, now that the escrow funds have been released to us, that there are no significant remaining contingencies. Irgovel - Events of Default As further described in Note 5, Irgovel is required to meet minimum annual processing targets or to achieve EBITDA on a local currency base of at least R$4.0 million annually. If not achieved, this would result in an event of default. It is possible that an event of default may be triggered and a waiver of non-compliance may not be obtained from the Investors. At December 31, 2015, Irgovel did not meet this covenant but Investors waived the requirement. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15. RELATED PARTY TRANSACTIONS Transactions with Baruch Halpern Entities beneficially owned by Baruch Halpern, a director, invested $2.6 million in our subordinated convertible notes and related warrants prior to 2014. In connection with the Note Amendment, in 2015, the notes, as previously modified, were amended to extend the maturity dates from July 2016 to May 2018 and change the interest rate from 5% per year to an annual interest rate of a rate determined as a function of LIBOR, consistent with other participating note holders. Entities beneficially owned by Mr. Halpern were also issued warrants to acquire 119,366 shares of common stock in the aggregate (exercise price of $5.25, May 2020 expiration). We recognized a loss on extinguishment in 2015 related to the amendment of notes beneficially owned by Mr. Halpern. We recognized a loss on extinguishment in 2015 related to this transaction of $0.7 million. We paid and expensed interest on subordinated notes beneficially owned by Mr. Halpern totaling $0.2 million in 2015 and $0.1 million in 2014. In a 2013 transaction In January 2016, we entered into a note payable with Mr. Halpern in the principal amount of $0.3 million and issued Mr. Halpern warrants to acquire 25,000 share of common stock Transactions with W. John Short W. John Short, our chief executive officer and director, invested in $50 thousand of our subordinated notes and related warrants prior to 2014. In connection with the Note Amendment, in 2015, the notes, as previously modified, were amended to extend the maturity dates from July 2016 to May 2018 and change the interest rate from 5% per year to an annual interest rate of a rate determined as a function of LIBOR, consistent with other participating note holders. Mr. Short was also issued warrants to acquire 2,446 shares of common stock in the aggregate (exercise price of $5.25, May 2020 expiration). In 2015 and 2014, we paid and expensed less than $10 thousand of interest on subordinated notes beneficially owned by Mr. Short. In a 2013 transaction by Transactions with Mark McKnight In January 2014, we purchased all of the outstanding shares of HN for $2.0 million in cash, plus convertible promissory notes for $3.3 million. Mark McKnight, our current senior vice president of sales, and his wife collectively owned a majority interest in HN prior to the acquisition. In connection with our acquisition of HN, Mark McKnight received $0.7 million in cash and a convertible promissory note for $1.4 million and Nicole McKnight, his wife, received $0.7 million in cash and a convertible promissory note for $1.4 million. We had the option to pay principal and accrued interest under the notes in either cash or in our common stock, however, if we issued shares to certain former warrants holders upon an increase in authorized shares we were required to settle any outstanding balance on the notes through the issuance of shares of our common stock. On May 30, 2014, we issued 225,925 shares of common stock to settle Mark McKnight’s note and 225,925 shares of common stock to settle Nicole McKnight’s note. The notes were converted at a conversion price of $6.00 per share. In January 2014, we entered into a $0.1 million, 5% unsecured, promissory note with Nicole McKnight. We paid all principal and interest due under the note in October 2014. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2015 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 16. SEGMENT INFORMATION We have two reportable operating segments in all periods presented: (i) USA segment, which manufactures and distributes SRB in various granulations along with Stage II products and derivatives and (ii) Brazil segment, which extracts crude RBO and DRB from rice bran, which are then further processed into fully refined rice bran oil for sale internationally and in Brazil, compounded animal nutrition products for horses, cows, swine, sheep and poultry and a number of valuable human food and animal nutrition products derivatives and co-products. In addition we incur corporate and other expenses not directly attributable to operating segments, which include costs related to our corporate staff, general and administrative expenses including public company expenses, intellectual property, professional fees, and other expenses. No Corporate allocations, including interests, are made to the operating segments. The table below 2015 Corporate USA Brazil Intersegment Consolidated Revenues $ - $ 23,341 $ 16,601 $ (46 ) $ 39,896 Cost of goods sold - 15,923 15,949 (46 ) 31,826 Gross profit - 7,418 652 - 8,070 Depreciation and amortization (in selling, generaland administrative) (79 ) (1,569 ) (131 ) - (1,779 ) Other operating expenses (4,892 ) (4,288 ) (3,387 ) - (12,567 ) Income (loss) from operations $ (4,971 ) $ 1,561 $ (2,866 ) $ - $ (6,276 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (6,948 ) $ 1,561 $ (2,881 ) $ - $ (8,268 ) Interest expense (1,404 ) - (1,697 ) - (3,101 ) Depreciation (in cost of goods sold) - (890 ) (1,394 ) - (2,284 ) Purchases of property 94 474 500 - 1,068 Property, net, end of period 418 8,408 9,502 - 18,328 Goodwill, end of period - 790 2,468 - 3,258 Intangible assets, net, end of period - 1,225 - - 1,225 Total assets, end of period 3,203 15,554 14,878 - 33,635 2014 Corporate USA Brazil Intersegment Consolidated Revenues $ - $ 23,096 $ 17,012 $ - $ 40,108 Cost of goods sold - 16,124 19,515 - 35,639 Gross profit - 6,972 (2,503 ) - 4,469 Depreciation and amortization (in selling, generaland administrative) (52 ) (2,137 ) (690 ) - (2,879 ) Other operating expenses (5,941 ) (4,133 ) (4,280 ) - (14,354 ) Income (loss) from operations $ (5,993 ) $ 702 $ (7,473 ) $ - $ (12,764 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (16,825 ) $ 702 $ (6,906 ) $ - $ (23,029 ) Interest expense (7,949 ) - (2,385 ) - (10,334 ) Depreciation (in cost of goods sold) - (1,022 ) (2,648 ) - (3,670 ) Purchases of property 152 2,251 3,020 - 5,423 Property, net, end of period 135 9,360 15,258 - 24,753 Goodwill, end of period - 790 3,641 - 4,431 Intangible assets, net, end of period - 2,658 82 - 2,740 Total assets, end of period 4,041 17,854 24,018 - 45,913 The following table presents revenues data by geographic area shipped to (in thousands): 2015 2014 United States $ 21,978 $ 21,381 Brazil 9,548 14,257 Other international 8,370 4,470 Total revenues $ 39,896 $ 40,108 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2015 | |
FAIR VALUE MEASUREMENT [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 17. FAIR VALUE MEASUREMENT The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of December 31, 2015, the fair value of our Corporate segment debt (Level 3 measurement) is approximately $0.1 million lower than the $9.7 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 $6.3 million 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 December 31, 2015 - derivative warrant liabilities $ - $ - $ (678 ) $ (678 ) 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. December 31, 2015 December 31, 2014 Risk-free interest rate 0.9% - 1.2% 0.1% - 1.0% (1.1% weighted average) (0.7% weighted average) Expected volatility 71% - 89% 95% (78% 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 and Unrealized Issuance of New Instruments Net Fair Value, at End of Period Change in Unrealized Gains (Losses) on Instruments Still Held 2015 (1 ) Derivative warrant liability $ (955 ) $ 1,001 $ (724 ) $ - $ (678 ) $ - Derivative conversion liability - - - - - - Total Level 3 fair value $ (955 ) $ 1,001 $ (724 ) $ - $ (678 ) $ - 2014 (1 ) Derivative warrant liability $ (1,685 ) $ (1,151 ) $ (7,021 ) $ 8,902 (2) $ (955 ) $ 546 Derivative conversion liability - (58 ) (589 ) 647 (3) - NA Total Level 3 fair value $ (1,685 ) $ (1,209 ) $ (7,610 ) $ 9,549 $ (955 ) $ 546 (1) Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. (2) Represents transfers to equity as a result of increases in authorized and unissued shares of common stock available for settlement of certain warrants. (3) Represents reduction in conversion liability as a result of debt conversions. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis or Presentation and Principles of Consolidation | Basis or Presentation and Principles of Consolidation |
Foreign Currencies and Currency Translation | Foreign Currencies and Currency Translation |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts |
Inventories | Inventories – |
Long-Lived Assets, Intangible Assets and Goodwill | Long-Lived Assets, Intangible Assets and Goodwill We test goodwill and other indefinite-lived intangible assets for impairment on an annual basis or on an interim basis if an event occurs or circumstances change that may reduce the fair value of a reporting unit below its carrying value. Our annual qualitative or quantitative assessments involve determining an estimate of the fair value of our reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill and other indefinite-lived intangible assets exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and, thus, the second step of the quantitative impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss, if any. Fair values are derived based on an evaluation of past and expected future performance of our reporting units. When we perform a quantitative estimate of fair value, we use level 3 inputs as defined by the fair value hierarchy. The inputs used to calculate the fair value include a number of subjective factors, such as estimates of future cash flows, estimates of our future cost structure, discount rates for our estimated cash flows, required level of working capital, assumed terminal value, and time horizon of cash flow forecasts. Estimating the fair value of an individual reporting unit requires us to make assumptions and estimates regarding our future plans, industry and economic conditions. We review our long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. We also evaluate the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. |
Revenue Recognition | Revenue Recognition We make provisions for estimated returns, discounts and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities. Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold. |
Research and Development | Research and Development |
Derivative Warrant Liabilities | Derivative Warrant Liabilities – We account for the warrants with these anti-dilution clauses as liability instruments. These warrants are valued using the lattice model in each reporting period and the resultant change in fair value is recorded in the consolidated statements of operations in other income (expense). |
Share-Based Compensation | Share-Based Compensation – We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally we value options granted to non-employees and consultants using the Black-Scholes-Merton valuation model. The value is re-measured each reporting period over the requisite service period. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in Brazil. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that may be different from current estimates of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when it is determined that the liabilities are no longer necessary. |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue from contracts with customers, to clarify the principles for recognizing revenue and develop a common revenue standard for GAAP and IFRS. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance is effective for our annual and interim periods beginning in 2018. Early adoption is permitted. We continue to assess the potential impact of the guidance. 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. The Company is in the process of determining the impact the new guidance will have on our results of operations and financial position and will determine if we will adopt the standard on a full or modified retrospective basis. In April 2015, the FASB issued guidance which 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. We elected to early adopt these provisions effective October 1, 2015, retrospectively for all periods presented. As a result, $0.5 million of debt issuance costs as of December 31, 2015, are presented as a deduction of the related debt in these financial statements. There were no debt issuance costs included in our statement of financial statements as of December 31, 2014. In July 2015, the FASB issued an amendment which changes the measurement principle for inventory to the lower of cost and net realizable value. Entities are no longer to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. We elected to early adopt these provisions prospectively effective October 1, 2015. Adoption had no impact on our results of operations. In November 2015, the FASB issued amendments which change the balance sheet classification of deferred income taxes. Previous standards required us to separate deferred income tax liabilities and assets into current and noncurrent amounts in our statements of financial position. The amendments require that deferred tax liabilities and assets be classified as noncurrent in our consolidated statements of financial position. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. We elected to early adopt these provisions effective October 1, 2015, retrospectively to all periods presented. As a result, a $171 thousand deferred tax asset previously classified as current as of December 31, 2014, is classified as noncurrent, offsetting deferred tax liabilities in these consolidated financial statements. In February 2016, the FASB issued amendments which change the accounting for leases. As under prior GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease for us as a lessee depend primarily on its classification as a finance or operating lease. For capital or finance leases, lessees will recognize amortization of the right-of-use asset separately from interest on the lease liability. For operating leases, lessees will recognize a single total lease expense. The guidance is effective for our annual and interim periods beginning in 2019 and must be adopted on a modified retrospective approach. Early adoption is allowed. We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined if we will early adopt the standard. |
LOSS PER SHARE (EPS) (Tables)
LOSS PER SHARE (EPS) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
LOSS PER SHARE (EPS) [Abstract] | |
Reconciliation of EPS computations | Below are reconciliations of the numerators and denominators in the EPS computations. 2015 2014 NUMERATOR (in thousands): Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (8,268 ) $ (23,029 ) DENOMINATOR: Basic EPS - weighted average number of shares outstanding 9,187,983 5,809,364 Effect of dilutive securities outstanding - - Diluted EPS - weighted average number of shares outstanding 9,187,983 5,809,364 Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive-Stock options (average exercise price of $10.04 and $18.56 ) 305,690 201,584 Warrants (average exercise price of $5.74 and $5.92) 6,879,792 4,651,380 Nonvested shares of common stock 282,929 87,167 7,468,411 4,940,131 |
HN ACQUISITION (Tables)
HN ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
HN ACQUISITION [Abstract] | |
Schedule of aggregate purchase price allocation | The following table summarizes the aggregate purchase price allocation, the consideration transferred to acquire HN, as well as the amounts of identified assets acquired and liabilities assumed based on the estimated fair value as of the January 2, 2014, acquisition date (in thousands). Cash $ 1,800 Cash holdback for contingencies 200 Convertible notes payable 2,785 Total fair value of consideration transferred 4,785 Financial assets, including acquired cash of $1,075 1,314 Inventories 1,109 Property 963 Identified intangible asset estimate 3,847 Deferred income taxes, net (1,529 ) Financial liabilities (1,709 ) Net recognized amounts of identifiable assets acquired 3,995 Goodwill - USA segment $ 790 |
REDEEMABLE NONCONTROLLING INT28
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | |
Summary of the carrying amounts included in consolidated balance sheets | A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands). December 31, 2015 2014 Cash and cash equivalents $ 104 $ 269 Other current assets (restricted $1,003 and $1,980) 2,760 4,735 Property, net (restricted $2,102 and $3,727) 9,502 15,258 Goodwill and intangibles, net 2,468 3,722 Other noncurrent assets 43 34 Total assets $ 14,877 $ 24,018 Current liabilities $ 4,647 $ 5,346 Current portion of long-term debt (nonrecourse) 2,750 4,758 Long-term debt, less current portion (nonrecourse) 3,553 6,203 Total liabilities $ 10,950 $ 16,307 |
Summary of changes in redeemable noncontrolling interest | A summary of changes in redeemable noncontrolling interest and the Investor’s interest in Nutra SA follows (in thousands): 2015 2014 Redeemable noncontrolling interest in Nutra SA, beginning of period $ 2,643 $ 7,177 Investors' interest in net loss of Nutra SA (2,308 ) (3,598 ) Investors' interest in accumulated other comprehensive loss of Nutra SA (839 ) (483 ) Investors' purchase of additional units - 120 Accumulated Yield classified as other current liability 573 (573 ) Redeemable noncontrolling interest in Nutra SA, end of period $ 69 $ 2,643 Investors' average interest in Nutra SA during the period 32.9 % 40.0 % Investors' interest in Nutra SA as of period end 32.0 % 34.7 % |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INVENTORIES [Abstract] | |
Inventories | Inventories are composed of the following (in thousands): As of December 31, 2015 2014 Finished goods $ 1,575 $ 1,103 Work in process 270 380 Raw materials 1,259 1,441 Packaging supplies 753 584 Total inventories $ 3,857 $ 3,508 |
PROPERTY (Tables)
PROPERTY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
PROPERTY [Abstract] | |
Property | Property consists of the following (in thousands): As of December 31, 2015 2014 Estimated Useful Lives Land $ 323 $ 364 Furniture and fixtures 433 539 5-10 years Plant 13,122 15,942 25-30 years, or life of lease Computer and software 1,594 1,701 3-5 years Leasehold improvements 640 568 4-7 years or life of lease Machinery and equipment 17,782 21,880 5-10 years Subtotal 33,894 40,994 Less accumulated depreciation 15,566 16,241 Property, net $ 18,328 $ 24,753 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INTANGIBLE ASSETS AND GOODWILL [Abstract] | |
Intangible assets | Intangible assets consist of the following (in thousands): USA Segment Brazil Segment Total Patents Trademarks Customer Lists Trademarks Customer Lists Intangible Assets December 31, 2015 Cost $ 1,498 $ 76 $ 6,524 $ 2,607 $ 953 $ 11,658 Accumulated amortization (1,215 ) - (5,658 ) (2,607 ) (953 ) (10,433 ) Net book value $ 283 $ 76 $ 866 $ - $ - $ 1,225 December 31, 2014 Cost $ 1,697 $ 76 $ 6,524 $ 2,607 $ 953 $ 11,857 Accumulated amortization (1,296 ) - (4,343 ) (2,547 ) (931 ) (9,117 ) Net book value $ 401 $ 76 $ 2,181 $ 60 $ 22 $ 2,740 Estimated useful lives 17 years Indefinite 3 - 7 years 7 years 7 years |
Summary of goodwill activity | A summary of goodwill activity follows for 2015 and 2014. 2015 2014 Goodwill, beginning of period $ 4,431 $ 4,139 USA segment - Acquisition of HN - 790 Brazil segment - Effect of foreign currency translation (1,173 ) (498 ) Goodwill, end of period $ 3,258 $ 4,431 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
DEBT [Abstract] | |
Current and long-term debt | The following table summarizes current and long-term portions of debt as of December 31, 2015 and 2014 (in thousands): 2015 2014 Corporate segment: Senior revolving loan $ 1,617 $ - Senior term note, net 1,407 - Subordinated notes, net, maturing in May 2018, principal $6.2 million 6,310 - Subordinated notes, net, due in July 2016, principal $0.2 million 205 4,978 Other 116 157 9,655 5,135 Brazil segment: Capital expansion loans 2,067 3,629 Working capital lines of credit 828 2,408 Advances on customer export orders 1,310 1,810 Special tax programs 2,064 3,016 Other 34 98 6,303 10,961 Total debt 15,958 16,096 Current portion 5,050 4,808 Long-term portion $ 10,908 $ 11,288 |
Required future minimum payments on debt | Required future minimum payments on our debt as of December 31, 2015 , follow (in thousands). Corporate Segment Brazil Segment Total 2016 $ 2,339 $ 2,751 $ 5,090 2017 1,821 637 2,458 2018 6,607 555 7,162 2019 - 493 493 2020 - 416 416 Thereafter - 1,451 1,451 10,767 6,303 17,070 Debt issuance costs (1,112 ) - (1,112 ) Total debt $ 9,655 $ 6,303 $ 15,958 |
EQUITY AND SHARE-BASED COMPEN33
EQUITY AND SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
EQUITY AND SHARE-BASED COMPENSATION [Abstract] | |
Summary of stock option and warrant activity | A summary of stock option and warrant activity for 2015 and 2014 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, January 1, 2014 179,437 $ 24.28 6.2 2,406,282 $ 6.33 4.5 Granted or issued 141,134 4.77 4,262,436 5.44 Exercised - NA - NA Forfeited, expired or cancelled (50,929 ) 34.61 (164,759 ) 5.24 Outstanding, December 31, 2014 269,642 12.12 7.9 6,503,959 5.77 4.3 Granted or issued 110,993 3.26 589,669 5.25 Exercised - NA - NA Forfeited, expired or cancelled (22,838 ) 20.21 - NA Outstanding, December 31, 2015 357,797 $ 8.86 7.8 7,093,628 $ 5.73 3.4 Exercisable, December 31, 2015 188,301 $ 13.14 6.6 7,093,628 $ 5.73 3.4 |
Share-based compensation expenses included in selling, general and administrative expenses | Share-based compensation expenses related to option and stock grants issued to employees and directors are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands): 2015 2014 Stock Options: Employees $ 128 $ 132 Executive officers 117 136 Consultants 1 4 Directors - 11 Stock: Directors 269 332 Executive officers 342 114 Total share-based compensation expense $ 857 $ 729 |
Weighted-average assumptions used in valuing stock options | The following are the assumptions used in valuing stock options: 2015 2014 Assumed volatility 90.7% - 112.5% 119.9% (112.0% weighted average) Assumed risk free interest rate 0.9% - 1.6% 1.7% (1.6% weighted average) Average expected life of options (in years) 6.2 6.2 Expected dividends - - Forfeiture rate 5% 5% |
Summary of information related to outstanding and exercisable options | The following table summarizes information related to outstanding and exercisable options: As of December 31, 2015 Outstanding Exercisable Range of Exercise Prices Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 1.98 to $2.97 34,862 $ 2.83 9.7 3,849 2.85 9.7 $ 2.98 to $3.47 75,243 3.47 9.5 12,540 3.47 9.5 $ 3.48 to $4.77 131,134 4.77 8.6 58,236 4.77 8.6 $ 4.78 to $16.00 109,267 15.77 5.3 105,449 15.84 5.2 $ 28.00 1,457 28.00 7.2 1,457 28.00 7.2 $ 40.00 2,834 40.00 5.8 2,834 40.00 5.8 $ 74.00 2,500 74.00 5.2 2,436 74.00 5.2 $ 242.00 500 242.00 0.0 500 242.00 0.0 $ 4.77 to $242.00 357,797 $ 8.86 7.8 187,301 $ 13.14 6.6 |
Summary of warrant activity | The following table summarizes equity and liability warrant activity during 2015 and 2014 : Equity Warrants Liability Warrants Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance, January 1, 2014 1,815,034 $ 6.69 5.0 591,248 $ 5.24 2.9 Granted 4,262,436 5.44 - NA Exercised - NA - NA Forfeited, expired or cancelled - NA (164,759 ) 5.24 Outstanding, December 31, 2014 6,077,470 5.81 4.4 426,489 5.24 2.9 Granted 289,669 5.25 300,000 5.25 Exercised - NA - NA Forfeited, expired or cancelled - NA - NA Outstanding, December 31, 2015 6,367,139 $ 5.73 3.4 726,489 $ 5.24 2.9 Exercisable, December 31, 2015 6,367,139 $ 5.73 3.4 726,489 $ 5.24 2.9 In addition to the warrants issued in connection with the offerings previously described in the Stock, Convertible Note and Warrant Offerings section, · In June 2014, we issued warrants to purchase 265,000 shares of common stock (exercise price of $5.25 per share and June 2019 expiration). · In · In |
Summary of information related to outstanding and exercisable warrants | The following table summarizes information related to outstanding and exercisable warrants: Outstanding Exercisable Range of Exercise Prices Type of Warrant Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 5.24 Liability (1) 426,489 $ 5.24 1.9 426,489 $ 5.24 1.9 $ 5.25 Liability (2) 300,000 5.25 4.4 300,000 5.25 4.4 $ 5.25 to $5.87 Equity 4,296,339 5.36 3.7 4,296,339 5.36 3.7 $ 6.55 to $6.63 Equity 2,055,767 6.55 3.0 2,055,767 6.55 3.0 $ 16.00 to $16.80 Equity 12,004 16.40 2.5 12,004 16.40 2.5 $ 46.80 Equity 3,029 46.80 1.0 3,029 46.80 1.0 7,093,628 $ 5.73 3.4 7,093,628 $ 5.73 3.4 (1) The warrants contain full ratchet anti-dilution provisions and are classified as derivative warrant liabilities in our balance sheets. Under the anti-dilution 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. As a result of February 2016 equity issuances, in February 2016, we were required to lower the exercise price on these warrants to $1.50 per share and increase the number of shares of common stock underlying these warrants to 1,489,867 shares. (2) The warrant, issued in May 2015 to the Lender, contains a most favored nations anti-dilution provisions Under that provision, in the event of issuances of options and/or convertible instruments with anti-dilution provision (providing for the adjustment of the exercise price, conversion price or other price or rate at which shares of common stock thereunder may be purchased, acquired or converted, and/or any upward adjustment in the number of shares of common stock issuable) we may be required to lower the exercise price on this warrant and and/or increase the number of shares underlying this warrant. The warrant is classified as derivative warrant liabilities in our balance sheets. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INCOME TAXES [Abstract] | |
Deferred tax assets and liabilities | Deferred tax assets (liabilities) are comprised of the following (in thousands): As of December 31, 2015 2014 United States Net operating loss carryforwards $ 4,007 $ 2,503 Gain on sale of membership interests in Nutra SA 366 369 Stock options and warrants 719 625 Property (174 ) (80 ) Intangible assets (274 ) (797 ) Capitalized expenses 462 525 Debt and deferred financing 329 (116 ) Other 345 642 Net deferred tax assets 5,780 3,671 Less: Valuation allowance (5,814 ) (3,896 ) Deferred tax asset (liability) (34 ) (225 ) Brazil Property (731 ) (1,141 ) Intangible assets - (28 ) Net operating loss carryforwards 4,320 4,666 Other 360 370 Net deferred tax assets 3,949 3,867 Less: Valuation allowance (3,949 ) (3,867 ) Deferred tax asset (liability) $ - $ - |
Loss from continuing operations before income taxes | Loss before income taxes is comprised of the following (in thousands): 2015 2014 Foreign $ (5,136 ) $ (10,504 ) Domestic (5,616 ) (17,427 ) Loss before income taxes $ (10,752 ) $ (27,931 ) |
Effective income tax rate reconciliation | Reconciliations between the amount computed by applying the U.S. federal statutory tax rate (34%) to loss before income taxes, and income tax benefit follows (in thousands): 2015 2014 Income tax benefit at federal statutory rate $ (3,656 ) $ (9,496 ) Increase (decrease) resulting from: State tax benefit, net of federal tax effect (176 ) (206 ) Change in valuation allowance 3,601 (46,511 ) Expiration of U.S. net operating losses 101 41,756 Adjustment to fixed asset deferred balance - 7,450 Adjustment to intangible deferred balances - 484 Reduction in deferred balances for forfeited, expired or cancelled options 75 597 Nontaxable fair value adjustment (340 ) 411 Nondeductible debt issuance expenses 19 3,179 Impact of state rate changes 16 917 Nondeductible expenses 91 37 Adjustments to Brazil deferred balances - 15 Adjustments to U.S. deferred balances 93 63 Income tax benefit $ (176 ) $ (1,304 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SEGMENT INFORMATION [Abstract] | |
Segment information identified and reconciliations of segment information to total consolidated information | The table below 2015 Corporate USA Brazil Intersegment Consolidated Revenues $ - $ 23,341 $ 16,601 $ (46 ) $ 39,896 Cost of goods sold - 15,923 15,949 (46 ) 31,826 Gross profit - 7,418 652 - 8,070 Depreciation and amortization (in selling, generaland administrative) (79 ) (1,569 ) (131 ) - (1,779 ) Other operating expenses (4,892 ) (4,288 ) (3,387 ) - (12,567 ) Income (loss) from operations $ (4,971 ) $ 1,561 $ (2,866 ) $ - $ (6,276 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (6,948 ) $ 1,561 $ (2,881 ) $ - $ (8,268 ) Interest expense (1,404 ) - (1,697 ) - (3,101 ) Depreciation (in cost of goods sold) - (890 ) (1,394 ) - (2,284 ) Purchases of property 94 474 500 - 1,068 Property, net, end of period 418 8,408 9,502 - 18,328 Goodwill, end of period - 790 2,468 - 3,258 Intangible assets, net, end of period - 1,225 - - 1,225 Total assets, end of period 3,203 15,554 14,878 - 33,635 2014 Corporate USA Brazil Intersegment Consolidated Revenues $ - $ 23,096 $ 17,012 $ - $ 40,108 Cost of goods sold - 16,124 19,515 - 35,639 Gross profit - 6,972 (2,503 ) - 4,469 Depreciation and amortization (in selling, generaland administrative) (52 ) (2,137 ) (690 ) - (2,879 ) Other operating expenses (5,941 ) (4,133 ) (4,280 ) - (14,354 ) Income (loss) from operations $ (5,993 ) $ 702 $ (7,473 ) $ - $ (12,764 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (16,825 ) $ 702 $ (6,906 ) $ - $ (23,029 ) Interest expense (7,949 ) - (2,385 ) - (10,334 ) Depreciation (in cost of goods sold) - (1,022 ) (2,648 ) - (3,670 ) Purchases of property 152 2,251 3,020 - 5,423 Property, net, end of period 135 9,360 15,258 - 24,753 Goodwill, end of period - 790 3,641 - 4,431 Intangible assets, net, end of period - 2,658 82 - 2,740 Total assets, end of period 4,041 17,854 24,018 - 45,913 |
Revenues by geographic area | The following table presents revenues data by geographic area shipped to (in thousands): 2015 2014 United States $ 21,978 $ 21,381 Brazil 9,548 14,257 Other international 8,370 4,470 Total revenues $ 39,896 $ 40,108 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
FAIR VALUE MEASUREMENT [Abstract] | |
Fair values by input hierarchy of items measured at fair value on a recurring basis | The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands): Level 1 Level 2 Level 3 Total Total liabilities at fair value, as of December 31, 2015 - derivative warrant liabilities $ - $ - $ (678 ) $ (678 ) 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. December 31, 2015 December 31, 2014 Risk-free interest rate 0.9% - 1.2% 0.1% - 1.0% (1.1% weighted average) (0.7% weighted average) Expected volatility 71% - 89% 95% (78% 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 and Unrealized Issuance of New Instruments Net Fair Value, at End of Period Change in Unrealized Gains (Losses) on Instruments Still Held 2015 (1 ) Derivative warrant liability $ (955 ) $ 1,001 $ (724 ) $ - $ (678 ) $ - Derivative conversion liability - - - - - - Total Level 3 fair value $ (955 ) $ 1,001 $ (724 ) $ - $ (678 ) $ - 2014 (1 ) Derivative warrant liability $ (1,685 ) $ (1,151 ) $ (7,021 ) $ 8,902 (2) $ (955 ) $ 546 Derivative conversion liability - (58 ) (589 ) 647 (3) - NA Total Level 3 fair value $ (1,685 ) $ (1,209 ) $ (7,610 ) $ 9,549 $ (955 ) $ 546 (1) Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. (2) Represents transfers to equity as a result of increases in authorized and unissued shares of common stock available for settlement of certain warrants. (3) Represents reduction in conversion liability as a result of debt conversions. |
LIQUIDITY, MANAGEMENT PLANS A37
LIQUIDITY, MANAGEMENT PLANS AND GENERAL BUSINESS (Details) $ in Thousands, BRL in Millions | Feb. 29, 2016USD ($) | May. 12, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 30, 2016USD ($) | Dec. 31, 2015USD ($)SegmentSupplier | Dec. 31, 2014USD ($) | May. 31, 2015BRL |
Line of Credit Facility [Abstract] | |||||||
Number of reportable segments | Segment | 2 | ||||||
Number of supplier rice mills | Supplier | 2 | ||||||
Subsequent Event [Member] | |||||||
Line of Credit Facility [Abstract] | |||||||
Proceeds from preference stock and warrants | $ 2,600 | ||||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||
Line of Credit Facility [Abstract] | |||||||
Amount held in escrow | $ 1,900 | ||||||
Term Loan [Member] | Subsequent Event [Member] | |||||||
Line of Credit Facility [Abstract] | |||||||
Repayment of term loan | 1,000 | ||||||
Corporate Segment [Member] | Senior Secured Credit Facility [Member] | |||||||
Line of Credit Facility [Abstract] | |||||||
Principal amount of senior secured credit facility agreement | $ 8,000 | BRL 8 | |||||
Corporate Segment [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Abstract] | |||||||
Maximum borrowing amount | 3,500 | ||||||
Corporate Segment [Member] | Term Loan [Member] | |||||||
Line of Credit Facility [Abstract] | |||||||
Initial amount of term loan | $ 2,500 | ||||||
Period for term loan increase | 2 years | ||||||
Corporate Segment [Member] | Term Loan [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Abstract] | |||||||
Maximum borrowing amount | $ 2,000 | ||||||
Nutra SA [Member] | |||||||
Line of Credit Facility [Abstract] | |||||||
Amount held in escrow | $ 1,003 | $ 1,980 | |||||
Investors [Member] | Nutra SA [Member] | |||||||
Noncontrolling Interest [Abstract] | |||||||
Additional investments | $ 3,600 | $ 10,300 | |||||
Investors [Member] | Nutra SA [Member] | Subsequent Event [Member] | |||||||
Noncontrolling Interest [Abstract] | |||||||
Additional investments | $ 1,000 | $ 1,000 | |||||
Additional contributions without approval of lender | $ 500 | ||||||
Revenue from Human Food Products [Member] | USA Segment Revenues [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 84.00% | ||||||
RBO Products [Member] | Brazil Segment Revenue [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 52.00% |
SUMMARY OF SIGNIFICANT ACCOUN38
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013 | |
Foreign Currencies and Currency Translation [Abstract] | |||
Percentage of decrease in value of foreign currency | 16.00% | ||
Brazilian Real exchange rate to U.S. Dollar | 0.2523 | 0.3758 | 0.4228 |
Recent Accounting Pronouncements [Abstract] | |||
Debt issuance cost | $ 500 | $ 0 | |
Deferred tax asset | $ 171 |
LOSS PER SHARE (EPS) (Details)
LOSS PER SHARE (EPS) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
NUMERATOR [Abstract] | ||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ (8,268) | $ (23,029) |
DENOMINATOR [Abstract] | ||
Basic EPS - weighted average number of shares outstanding (in shares) | 9,187,983 | 5,809,364 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 9,187,983 | 5,809,364 |
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) | 7,468,411 | 4,940,131 |
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) | 305,690 | 201,584 |
Average exercise price of options (in dollars per share) | $ 10.04 | $ 18.56 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) | 6,879,792 | 4,651,380 |
Average exercise price of warrants (in dollars per share) | 5.74 | 5.92 |
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) | 282,929 | 87,167 |
HN ACQUISITION (Details)
HN ACQUISITION (Details) - USD ($) $ in Thousands | Jan. 02, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 |
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract] | ||||||
Cash | $ 1,800 | |||||
Cash holdback for contingencies | 200 | |||||
Convertible notes payable | 2,785 | |||||
Total fair value of consideration transferred | 4,785 | |||||
Financial assets, including acquired cash of $1,075 | 1,314 | |||||
Inventories | 1,109 | |||||
Property | 963 | |||||
Identified intangible asset | 3,847 | |||||
Deferred income taxes, net | (1,529) | |||||
Financial liabilities | (1,709) | |||||
Net recognized amounts of identifiable assets acquired | 3,995 | |||||
Goodwill - USA segment | 790 | $ 3,258 | $ 4,431 | $ 4,139 | ||
Amortization of intangible assets | 1,225 | 2,740 | ||||
Amortization of intangible assets in 2016 | $ 1,500 | |||||
HN [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount of outstanding shares purchased | $ 2,000 | |||||
Amount payable through promissory note | $ 3,300 | |||||
Acquisition-related costs | $ 300 | |||||
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract] | ||||||
Fair value of trade receivables | 100 | |||||
Acquired cash | $ 1,075 | |||||
HN [Member] | Customer Relationships [Member] | ||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract] | ||||||
Acquired intangible assets | 3,800 | |||||
Amortization period of acquired intangible assets | 3 years | |||||
Amortization of intangible assets | $ 1,300 | $ 1,700 | ||||
Amortization of intangible assets in 2016 | $ 800 |
REDEEMABLE NONCONTROLLING INT41
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016USD ($) | Mar. 30, 2016USD ($) | Dec. 31, 2015USD ($)Representative | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||||
Cash and cash equivalents | $ 1,070 | $ 3,610 | $ 5,091 | ||
Other current assets (restricted $1,003 and $1,980) | 895 | 1,071 | |||
Property, net (restricted $2,102 and $3,727) | 18,328 | 24,753 | |||
Other noncurrent assets | 103 | 88 | |||
Total assets | 33,635 | 45,913 | |||
Current liabilities | 14,678 | 15,130 | |||
Current portion of long-term debt (nonrecourse) | 5,050 | 4,808 | |||
Long-term debt, less current portion (nonrecourse) | 10,908 | 11,288 | |||
Total liabilities | 26,298 | 27,598 | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | $ 69 | $ 69 | 2,643 | ||
Redeemable noncontrolling interest in Nutra SA, end of period | 69 | 2,643 | |||
Minimum EBITDA triggering default status | 4,000 | ||||
Nutra SA [Member] | |||||
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||||
Cash and cash equivalents | 104 | 269 | |||
Other current assets (restricted $1,003 and $1,980) | 2,760 | 4,735 | |||
Property, net (restricted $2,102 and $3,727) | 9,502 | 15,258 | |||
Goodwill and intangibles, net | 2,468 | 3,722 | |||
Other noncurrent assets | 43 | 34 | |||
Total assets | 14,877 | 24,018 | |||
Current liabilities | 4,647 | 5,346 | |||
Current portion of long-term debt (nonrecourse) | 2,750 | 4,758 | |||
Long-term debt, less current portion (nonrecourse) | 3,553 | 6,203 | |||
Total liabilities | 10,950 | 16,307 | |||
Restricted portion of other current assets | 1,003 | 1,980 | |||
Variable interest entity restricted portion of property, net | $ 2,102 | 3,727 | |||
NutraCea [Member] | |||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Number of representatives in management committee | Representative | 3 | ||||
Number of representatives in management committee upon default | Representative | 2 | ||||
NutraCea [Member] | Nutra SA [Member] | |||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | 69 | 69 | $ 2,643 | 7,177 | |
Investors' interest in net loss of Nutra SA | (2,308) | (3,598) | |||
Investors' interest in accumulated other comprehensive loss of Nutra SA | (839) | (483) | |||
Investors' purchase of additional units | 0 | 120 | |||
Accumulated Yield classified as other current liability | 573 | (573) | |||
Redeemable noncontrolling interest in Nutra SA, end of period | $ 69 | $ 2,643 | |||
Investors' average interest in Nutra SA during the period | 32.90% | 40.00% | |||
Investors' interest in Nutra SA as of period end | 32.00% | 34.70% | |||
Investors [Member] | |||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Number of representatives in management committee | Representative | 2 | ||||
Number of representatives in management committee upon default | Representative | 3 | ||||
Investors [Member] | Nutra SA [Member] | |||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Additional investments | $ 3,600 | $ 10,300 | |||
Yield earned beginning in January, 2014 | 4.00% | ||||
Reversal of accrued yield in other expense | $ 500 | ||||
Drag along right termination amount | $ 50,000 | ||||
Investors [Member] | Nutra SA [Member] | Subsequent Event [Member] | |||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Additional investments | $ 1,000 | 1,000 | |||
Additional contributions without approval of lender | $ 500 |
CONCENTRATION OF RISK (Details)
CONCENTRATION OF RISK (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)Employee | Dec. 31, 2014USD ($) | |
Concentration Risk [Line Items] | ||
Number of employees | Employee | 264 | |
Accounts receivable, net allowance for doubtful accounts | $ | $ 2,169 | $ 3,055 |
Brazil [Member] | ||
Concentration Risk [Line Items] | ||
Number of employees | Employee | 192 | |
Accounts receivable, net allowance for doubtful accounts | $ | $ 1,000 | |
One Customer [Member] | USA [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 31.00% | 28.00% |
One Customer [Member] | USA [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 3.00% | 3.00% |
Second customer [Member] | USA [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 2.00% | 1.00% |
Second customer [Member] | USA [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 3.00% | 3.00% |
Third customer [Member] | USA [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 1.00% | |
Third customer [Member] | USA [Member] | Revenue [Member] | Customer Concentration Risk [Member] | Maximum [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 1.00% | |
Third customer [Member] | USA [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 5.00% | |
Third customer [Member] | USA [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Maximum [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 1.00% | |
Fourth customer [Member] | Brazil [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 9.00% | 3.00% |
Fourth customer [Member] | Brazil [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.00% | 22.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
INVENTORIES [Abstract] | ||
Finished goods | $ 1,575 | $ 1,103 |
Work in process | 270 | 380 |
Raw materials | 1,259 | 1,441 |
Packaging supplies | 753 | 584 |
Total inventories | $ 3,857 | $ 3,508 |
PROPERTY (Details)
PROPERTY (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property, gross | $ 33,894 | $ 40,994 |
Less accumulated depreciation | 15,566 | 16,241 |
Property, net | 18,328 | 24,753 |
Depreciation in costs of goods sold, change from prior period | $ 300 | |
Favorable impact to loss per share (in dollars per share) | $ 0.04 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | $ 323 | 364 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | $ 433 | 539 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Plant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | $ 13,122 | 15,942 |
Plant [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 25 years | |
Plant [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 30 years | |
Computer and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | $ 1,594 | 1,701 |
Computer and Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Computer and Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | $ 640 | 568 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 4 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, gross | $ 17,782 | $ 21,880 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years |
INTANGIBLE ASSETS AND GOODWIL45
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 11,658 | $ 11,857 |
Accumulated amortization | (10,433) | (9,117) |
Net book value | 1,225 | 2,740 |
Future estimated amortization expense [Abstract] | ||
2,015 | 1,500 | |
2,016 | 1,000 | |
2,017 | 100 | |
2,018 | 100 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 4,431 | 4,139 |
Goodwill, end of period | $ 3,258 | 4,431 |
Discount rates | 24.00% | |
Terminal growth rates | 5.00% | |
USA Segment [Member] | ||
Goodwill [Roll Forward] | ||
Acquisition of HN | $ 0 | 790 |
Brazil Segment [Member] | ||
Goodwill [Roll Forward] | ||
Effect of foreign currency translation | (1,173) | (498) |
Patents [Member] | USA Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,498 | 1,697 |
Accumulated amortization | (1,215) | (1,296) |
Net book value | $ 283 | 401 |
Estimated useful life | 17 years | |
Trademarks [Member] | USA Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 76 | 76 |
Accumulated amortization | 0 | 0 |
Net book value | 76 | 76 |
Trademarks [Member] | Brazil Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,607 | 2,607 |
Accumulated amortization | (2,607) | (2,547) |
Net book value | $ 0 | 60 |
Estimated useful life | 7 years | |
Customer Lists [Member] | USA Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 6,524 | 6,524 |
Accumulated amortization | (5,658) | (4,343) |
Net book value | $ 866 | 2,181 |
Customer Lists [Member] | USA Segment [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 7 years | |
Customer Lists [Member] | USA Segment [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years | |
Customer Lists [Member] | Brazil Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 953 | 953 |
Accumulated amortization | (953) | (931) |
Net book value | $ 0 | $ 22 |
Estimated useful life | 7 years |
DEBT (Details)
DEBT (Details) $ / shares in Units, $ in Thousands, BRL in Millions | Mar. 24, 2016USD ($) | May. 31, 2015USD ($)Installments$ / sharesshares | May. 31, 2014USD ($) | Mar. 31, 2014 | Mar. 30, 2016USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Feb. 29, 2016USD ($) | Dec. 31, 2015BRLshares | May. 31, 2015BRLshares | May. 12, 2015USD ($) | Jun. 30, 2014shares | Jan. 31, 2014shares | Dec. 31, 2012BRL | Jul. 31, 2012BRL |
Debt Instrument [Line Items] | |||||||||||||||
Total debt | $ 15,958 | $ 16,096 | |||||||||||||
Current portion | 5,050 | 4,808 | |||||||||||||
Long-term portion | 10,908 | 11,288 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
2,016 | 5,090 | ||||||||||||||
2,017 | 2,458 | ||||||||||||||
2,018 | 7,162 | ||||||||||||||
2,019 | 493 | ||||||||||||||
2,020 | 416 | ||||||||||||||
Thereafter | 1,451 | ||||||||||||||
Long-term debt | 17,070 | ||||||||||||||
Discount | (1,112) | ||||||||||||||
Total debt | 15,958 | 16,096 | |||||||||||||
Number of warrants issued to acquire shares of common stock (in shares) | shares | 265,000 | 162,586 | |||||||||||||
Remaining unamortized debt discount | 1,112 | ||||||||||||||
Remaining unamortized debt issuance cost | 500 | 0 | |||||||||||||
Loss on extinguishment of debt | (1,904) | (906) | |||||||||||||
Corporate Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | 9,655 | 5,135 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
2,016 | 2,339 | ||||||||||||||
2,017 | 1,821 | ||||||||||||||
2,018 | 6,607 | ||||||||||||||
2,019 | 0 | ||||||||||||||
2,020 | 0 | ||||||||||||||
Thereafter | 0 | ||||||||||||||
Long-term debt | 10,767 | ||||||||||||||
Discount | (1,112) | ||||||||||||||
Total debt | 9,655 | 5,135 | |||||||||||||
Remaining unamortized debt discount | 1,112 | ||||||||||||||
Brazil Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | 6,303 | 10,961 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
2,016 | 2,751 | ||||||||||||||
2,017 | 637 | ||||||||||||||
2,018 | 555 | ||||||||||||||
2,019 | 493 | ||||||||||||||
2,020 | 416 | ||||||||||||||
Thereafter | 1,451 | ||||||||||||||
Long-term debt | 6,303 | ||||||||||||||
Discount | 0 | ||||||||||||||
Total debt | 6,303 | 10,961 | |||||||||||||
Remaining unamortized debt discount | 0 | ||||||||||||||
Senior Secured Credit Facility [Member] | Corporate Segment [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Amount borrowed | BRL 8 | $ 8,000 | |||||||||||||
Fair value of warrants | 300 | ||||||||||||||
Senior Revolving Loan [Member] | Corporate Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | 1,617 | 0 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Total debt | 1,617 | 0 | |||||||||||||
Amount borrowed | $ 3,500 | ||||||||||||||
Senior Term Note, Net [Member] | Corporate Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | 1,407 | 0 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Discount | (600) | ||||||||||||||
Total debt | $ 1,407 | 0 | |||||||||||||
Amount borrowed | $ 2,500 | ||||||||||||||
Period that term loan may be increased | 2 years | ||||||||||||||
Maturity date of note | Jun. 1, 2018 | ||||||||||||||
Variable interest rate | 11.50% | ||||||||||||||
Amount of principal payment per installment | $ 100 | ||||||||||||||
Debt instrument reminder payable at maturity | $ 1,400 | ||||||||||||||
Number of warrants issued to acquire shares of common stock (in shares) | shares | 300,000 | 300,000 | |||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 5.25 | ||||||||||||||
Remaining unamortized debt discount | $ 600 | ||||||||||||||
Remaining unamortized debt issuance cost | $ 500 | ||||||||||||||
Average annual interest rate for accreting the notes up to face value | 27.50% | ||||||||||||||
Annual interest rate for accreting the notes up to face value including debt issuance cost | 30.50% | ||||||||||||||
Credit facility, minimum liquidity covenant amount | $ 2,000 | ||||||||||||||
Credit facility, covenant amount available in cash | 1,000 | ||||||||||||||
Credit facility, covenant amount available borrowings | $ 1,000 | ||||||||||||||
Average monthly adjusted EBITDA, calculation period | 3 months | ||||||||||||||
Average monthly adjusted EBITDA | $ 100 | ||||||||||||||
Average annual interest rate for accreting the notes up to face value | 27.50% | ||||||||||||||
Senior Term Note, Net [Member] | Corporate Segment [Member] | Maximum [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Additional borrowings | $ 2,000 | ||||||||||||||
Senior Term Note, Net [Member] | LIBOR [Member] | Corporate Segment [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Variable interest rate | 10.75% | ||||||||||||||
Senior Term Note, Net [Member] | Subsequent Event [Member] | Corporate Segment [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Credit facility, minimum liquidity covenant amount | $ 1,500 | ||||||||||||||
Repayments of Notes Payable | $ 1,000 | ||||||||||||||
Amount paid in consideration of amendment expenses | $ 100 | ||||||||||||||
Senior Term Note, Net [Member] | Subsequent Event [Member] | Corporate Segment [Member] | Minimum [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Credit facility, covenant amount available in cash | $ 800 | ||||||||||||||
Senior Term Note, Net [Member] | Interest Rate Floor [Member] | LIBOR [Member] | Corporate Segment [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Variable interest rate | 0.75% | ||||||||||||||
Senior Term Note, Net [Member] | Interest Rate Cap [Member] | LIBOR [Member] | Corporate Segment [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Variable interest rate | 1.25% | ||||||||||||||
Subordinated Notes, Net, Maturing in May 2018 [Member] | Corporate Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | $ 6,310 | 0 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Total debt | $ 6,310 | $ 0 | |||||||||||||
Amount borrowed | $ 6,300 | ||||||||||||||
Maturity date of note | May 31, 2018 | ||||||||||||||
Amount of principal payment per installment | $ 300 | ||||||||||||||
Number of warrants issued to acquire shares of common stock (in shares) | shares | 289,670 | 289,670 | |||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 5.25 | ||||||||||||||
Stated annual interest rate | 5.00% | 11.75% | 5.00% | ||||||||||||
Number of quarterly installments | Installments | 7 | ||||||||||||||
Loss on extinguishment of debt | $ 1,900 | ||||||||||||||
Carrying value of the note | 5,100 | ||||||||||||||
Fair value of warrants | $ 700 | ||||||||||||||
Subordinated Notes, Net, Maturing in May 2018 [Member] | LIBOR [Member] | Corporate Segment [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Stated annual interest rate | 11.00% | 11.00% | |||||||||||||
Subordinated Notes, Net, Due in July 2016 [Member] | Corporate Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | $ 205 | $ 4,978 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Discount | (100) | ||||||||||||||
Total debt | $ 205 | 4,978 | |||||||||||||
Maturity date of note | Jul. 31, 2016 | ||||||||||||||
Remaining unamortized debt discount | $ 100 | ||||||||||||||
Principal amount outstanding of subordinated notes | $ 200 | ||||||||||||||
Stated annual interest rate | 5.00% | 5.00% | |||||||||||||
Other [Member] | Corporate Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | 116 | 157 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Total debt | 116 | 157 | |||||||||||||
Other [Member] | Brazil Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | 34 | 98 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Total debt | 34 | 98 | |||||||||||||
Capital Expansion Loans [Member] | Brazil Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | 2,067 | 3,629 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Total debt | $ 2,067 | 3,629 | |||||||||||||
Maturity date of note | Dec. 31, 2021 | ||||||||||||||
Principal amount outstanding of subordinated notes | BRL | BRL 8.2 | ||||||||||||||
Stated annual interest rate | 6.50% | 6.50% | |||||||||||||
Available for working capital | BRL | BRL 1.5 | ||||||||||||||
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | $ 828 | 2,408 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Total debt | $ 828 | 2,408 | |||||||||||||
Maturity date of note | Sep. 30, 2017 | ||||||||||||||
Borrowing capacity, percentage of collateral, lower range limit | 40.00% | 40.00% | |||||||||||||
Borrowing capacity, percentage of collateral, upper range limit | 100.00% | 100.00% | |||||||||||||
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | Minimum [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Stated annual interest rate | 8.40% | 8.40% | |||||||||||||
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | Maximum [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Stated annual interest rate | 135.60% | 135.60% | |||||||||||||
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | Average [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Stated annual interest rate | 31.50% | 31.50% | |||||||||||||
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | $ 1,310 | 1,810 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Total debt | $ 1,310 | 1,810 | |||||||||||||
Maturity date of note | Jun. 30, 2016 | ||||||||||||||
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | Minimum [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Stated annual interest rate | 5.50% | 5.50% | |||||||||||||
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | Maximum [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Stated annual interest rate | 13.00% | 13.00% | |||||||||||||
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | Average [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Stated annual interest rate | 9.90% | 9.90% | |||||||||||||
Special Tax Programs [Member] | Brazil Segment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total debt | $ 2,064 | 3,016 | |||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Total debt | $ 2,064 | $ 3,016 | |||||||||||||
Maturity date of note | Jan. 31, 2029 | ||||||||||||||
Stated annual interest rate | 14.30% | 14.30% | |||||||||||||
Subordinated Notes [Member] | Corporate Segment [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Average annual interest rate for accreting the notes up to face value | 24.50% | ||||||||||||||
Average annual interest rate for accreting the notes up to face value | 24.50% | ||||||||||||||
Convertible Note [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Maturity date of note | Jul. 31, 2016 | Jul. 31, 2016 | |||||||||||||
Principal amount outstanding of subordinated notes | $ 2,400 | ||||||||||||||
Stated annual interest rate | 5.00% | 5.00% | |||||||||||||
Loss on extinguishment of debt | $ 900 | ||||||||||||||
Third Credit Agreement [Member] | Brazil Segment [Member] | |||||||||||||||
Required future minimum payments on debt [Abstract] | |||||||||||||||
Amount borrowed | BRL | BRL 1.7 | ||||||||||||||
Maturity date of note | Jul. 31, 2019 | ||||||||||||||
Stated annual interest rate | 5.50% |
EQUITY AND SHARE-BASED COMPEN47
EQUITY AND SHARE-BASED COMPENSATION, stock, convertible note and warrants offerings (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Feb. 29, 2016USD ($)$ / sharesshares | Oct. 31, 2014USD ($)$ / sharesshares | Jun. 30, 2014USD ($)$ / sharesshares | May. 31, 2014USD ($)$ / sharesshares | Mar. 31, 2014USD ($)$ / sharesshares | Jan. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||||||
Issuance of preferred stock (in shares) | shares | 0 | 0 | ||||||
Common stock, shares authorized (in shares) | shares | 6,000,000 | 25,000,000 | 25,000,000 | |||||
Common stock issue price (in dollars per share) | $ / shares | $ 5.24 | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 265,000 | 162,586 | ||||||
Value of common stock per underlying share (in dollars per share) | $ / shares | $ 0.01 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 5.25 | $ 6.55 | ||||||
Number of shares issued under warrant (in shares) | shares | 8,130 | |||||||
Proceeds from issuance of warrants, net of costs | $ 800 | $ 0 | $ 5,379 | |||||
Warrants offering expenses | $ 100 | |||||||
Proceeds allocated to equity | 8,900 | |||||||
Derivative warrant liabilities | $ 678 | $ 955 | ||||||
Common stock issued during period ( in shares) | shares | 162,586 | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5.73 | |||||||
Warrants underlying exercisable (in shares) | shares | 7,093,628 | |||||||
Subsequent Event [Member] | ||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||||||
Reduction in warrants exercise price (in dollars per share) | $ / shares | $ 1.5 | |||||||
Increase in warrants underlying exercisable (in shares) | shares | 1,489,867 | |||||||
Series F Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||||||
Issuance of preferred stock (in shares) | shares | 3,000 | |||||||
Convertible preferred shares into common stock (in shares) | shares | 2,000,000 | |||||||
Preferred stock conversion ratio to common stock | 666.66666 | |||||||
Amount per share of preferred stock entitled to receive dividend (in dollars per share) | $ / shares | $ 0.01 | |||||||
Expiration April 30, 2021 [Member] | Subsequent Event [Member] | ||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||||||
Issuance of preferred stock (in shares) | shares | 3,000 | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 2,660,000 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 2 | |||||||
Proceeds from issuance of warrants, net of costs | $ 2,600 | |||||||
Warrants offering expenses | $ 400 | |||||||
Preferred stock face value (in dollars per share) | $ / shares | $ 1,000 | |||||||
Underwriters cash fee | $ 200 | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5.24 | |||||||
Reduction in warrants exercise price (in dollars per share) | $ / shares | $ 1.50 | |||||||
Warrants underlying exercisable (in shares) | shares | 426,489 | |||||||
Increase in warrants underlying exercisable (in shares) | shares | 1,489,868 | |||||||
Convertible Note [Member] | Expiration March 31, 2019 [Member] | ||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||||||
Warrants to purchase shares of common stock (in shares) | shares | 1,399,614 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 5.25 | |||||||
Proceeds from issuance of warrants, net of costs | $ 4,300 | |||||||
Warrants offering expenses | 600 | |||||||
Principal amount on note | $ 4,900 | |||||||
Percentage of common stock underlying the warrants | 15.80% | |||||||
Proceeds allocated to equity | $ 400 | |||||||
Derivative warrant liabilities | 5,000 | |||||||
Warrants financing expenses | 1,100 | |||||||
Contribution to Nutra SA | $ 1,000 | |||||||
Convertible Note [Member] | Expiration May 31, 2019 [Member] | ||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||||||
Warrants to purchase shares of common stock (in shares) | shares | 357,075 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 5.25 | |||||||
Proceeds from issuance of warrants, net of costs | $ 1,100 | |||||||
Warrants offering expenses | 200 | |||||||
Principal amount on note | 1,200 | |||||||
Derivative warrant liabilities | 2,000 | |||||||
Warrants financing expenses | 1,000 | |||||||
Contribution to Nutra SA | $ 500 | |||||||
Warrant Offering [Member] | Expiration June 30, 2019 [Member] | ||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||||||
Common stock issue price (in dollars per share) | $ / shares | $ 5.29 | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 708,750 | |||||||
Value of common stock per underlying share (in dollars per share) | $ / shares | $ 0.01 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 5.87 | |||||||
Proceeds allocated to equity | $ 800 | |||||||
Common stock issued during period ( in shares) | shares | 1,417,500 | |||||||
Contribution to Nutra SA | $ 3,000 | |||||||
Warrant Offering [Member] | Expiration June 30, 2019 [Member] | Underwriter [Member] | ||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 6.625 | |||||||
Number of shares issued under warrant (in shares) | shares | 85,050 | |||||||
Proceeds from issuance of warrants, net of costs | $ 6,800 | |||||||
Warrants offering expenses | $ 700 | |||||||
Warrant Offering [Member] | Expiration April 30, 2020 [Member] | ||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||||||
Common stock issue price (in dollars per share) | $ / shares | $ 5.40 | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 1,181,695 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 5.27 | |||||||
Number of shares issued under warrant (in shares) | shares | 1 | |||||||
Common stock issued during period ( in shares) | shares | 1,181,695 | |||||||
Warrant Offering [Member] | Expiration October 31, 2020 [Member] | Underwriter [Member] | ||||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 5.27 | |||||||
Number of shares issued under warrant (in shares) | shares | 94,536 | |||||||
Proceeds from issuance of warrants, net of costs | $ 5,800 | |||||||
Warrants offering expenses | $ 600 |
EQUITY AND SHARE-BASED COMPEN48
EQUITY AND SHARE-BASED COMPENSATION, debt conversions, warrants reclassified and other stock issuances (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Feb. 29, 2016 | May. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||
Loss on extinguishment | $ (1,904) | $ (906) | |||||
Interest expense | 3,101 | $ 10,334 | |||||
Proceeds allocated to equity | $ 8,900 | ||||||
Issuance of shares to former warrant holders and note holder (in shares) | 1,688,985 | ||||||
Subsequent Event [Member] | |||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||
Common stock shares issued to supplier (in shares) | 950,000 | ||||||
Fixed price per share held in escrow by supplier (in dollars per share) | $ 2.80 | ||||||
Convertible Promissory Note [Member] | |||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||
Principal amount on note | $ 3,300 | ||||||
Annual rate of interest accumulation until January 2015 | 1.00% | ||||||
Annual rate of interest accumulation from February 2015 to January 2016 | 5.00% | ||||||
Annual rate of Interest accumulation after January 2016 | 10.00% | ||||||
Fair value of convertible promissory note at issue date | $ 2,200 | ||||||
Fair value of conversion feature of convertible note | $ 600 | ||||||
Effective interest rate | 18.90% | ||||||
Convertible Note [Member] | |||||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | |||||||
Common shares issued on conversion of convertible promissory note (in shares) | 543,894 | ||||||
Loss on extinguishment | $ 900 | ||||||
Fair value of common stock issued | 3,900 | ||||||
Carrying value of Promissory notes | 2,400 | ||||||
Conversion feature of note | $ 600 | ||||||
Maturity date of note | Jul. 31, 2016 | Jul. 31, 2016 | |||||
Stated annual interest rate | 5.00% | 5.00% | |||||
Maximum accumulated interest on outstanding notes | $ 100 | ||||||
Conversion price (in dollars per share) | $ 5.25 | ||||||
Conversion of common stock (in shares) | 1,180,567 | ||||||
Interest expense | $ 6,200 | ||||||
Increase in value of common stock underlying notes | $ 6,200 | ||||||
Total Increase in number of shares authorized (in shares) | 19,000,000 |
EQUITY AND SHARE-BASED COMPEN49
EQUITY AND SHARE-BASED COMPENSATION, stock option and warrant activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options [Member] | |||
Shares Under Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 269,642 | 179,437 | |
Granted or issued (in shares) | 110,993 | 141,134 | |
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | (22,838) | (50,929) | |
Outstanding at end of period (in shares) | 357,797 | 269,642 | 179,437 |
Exercisable at end of period (in shares) | 188,301 | ||
Options, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $ 12.12 | $ 24.28 | |
Granted or issued (in dollars per share) | 3.26 | 4.77 | |
Forfeited, expired or cancelled (in dollars per share) | 20.21 | 34.61 | |
Outstanding at end of period (in dollars per share) | 8.86 | $ 12.12 | $ 24.28 |
Exercisable at end of period (in dollars per share) | $ 13.14 | ||
Options, Additional Disclosures [Abstract] | |||
Outstanding, weighted average remaining contractual life | 7 years 9 months 18 days | 7 years 10 months 24 days | 6 years 2 months 12 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 | 2,406,282 | |
Granted or issued (in shares) | 589,669 | 4,262,436 | |
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | 0 | (164,759) | |
Outstanding at end of period (in shares) | 7,093,628 | 6,503,959 | 2,406,282 |
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 | $ 6.33 | |
Granted or issued (in dollars per share) | 5.25 | 5.44 | |
Forfeited, expired or cancelled (in dollars per share) | 5.24 | ||
Outstanding at end of period (in dollars per share) | 5.73 | $ 5.77 | $ 6.33 |
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 4 months 24 days | 4 years 3 months 18 days | 4 years 6 months |
Exercisable, weighted average remaining contractual life | 3 years 4 months 24 days |
EQUITY AND SHARE-BASED COMPEN50
EQUITY AND SHARE-BASED COMPENSATION, equity incentive plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Aug. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Common stock, shares issued (in shares) | 9,537,415 | 9,383,571 | ||
Total share based compensation expense | $ 857 | $ 729 | ||
Stock Options [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ 3.26 | $ 4.77 | ||
Granted (in shares) | 110,993 | 141,134 | ||
Stock Options [Member] | Employee [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Total share based compensation expense | $ 128 | $ 132 | ||
Stock Options [Member] | Executive Officers [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Total share based compensation expense | 117 | 136 | ||
Stock Options [Member] | Consultants [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Total share based compensation expense | 1 | 4 | ||
Stock Options [Member] | Directors [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Total share based compensation expense | 0 | 11 | ||
Stock [Member] | Executive Officers [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Total share based compensation expense | 342 | 114 | ||
Stock [Member] | Directors [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Total share based compensation expense | $ 269 | $ 332 | ||
2014 Plan [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Initially reserved (in shares) | 1,600,000 | |||
Options issued to purchase common stock (in shares) | 241,239 | |||
Common stock, shares issued (in shares) | 420,667 | |||
Common stock reserved for future issuance (in shares) | 938,094 | |||
Term of options | 10 years | |||
2014 Plan [Member] | Director and Executive Officers [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ 3.38 | $ 4.91 | ||
Granted (in shares) | 600,000 | |||
Compensation expense not yet recognized | $ 800 | |||
Period over which compensation expense is recognized | 1 year 8 months 12 days | |||
2014 Plan [Member] | Director and Executive Officers [Member] | Vested in August 2014 [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 44,026 | |||
2014 Plan [Member] | Director and Executive Officers [Member] | Vested in June 2015 [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 52,412 | |||
2014 Plan [Member] | Director and Executive Officers [Member] | Vesting in August 2017 [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 185,182 | |||
2014 Plan [Member] | Director and Executive Officers [Member] | Vesting in June 2018 [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 67,003 | |||
Vesting period | 3 years | |||
2014 Plan [Member] | Director and Executive Officers [Member] | Vesting in June 2016 [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 72,044 | |||
2010 Plan [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Initially reserved (in shares) | 125,000 | |||
Annual increase in number of reserved shares | 5.00% | |||
Additionally reserved - board action (in shares) | 40,000 | |||
Term of options | 10 years | |||
2005 Plan [Member] | ||||
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||||
Term of options | 10 years |
EQUITY AND SHARE-BASED COMPEN51
EQUITY AND SHARE-BASED COMPENSATION, assumptions, options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||
Fair value of options granted (in dollars per share) | $ 2.68 | $ 4.29 |
Weighted-average assumptions used in valuing stock options [Abstract] | ||
Assumed volatility, minimum | 90.70% | |
Assumed volatility, maximum | 112.50% | |
Assumed volatility, weighted average | 112.00% | |
Assumed volatility | 119.90% | |
Assumed risk free interest rate, minimum | 0.90% | |
Assumed risk free interest rate, maximum | 1.60% | |
Assumed risk free interest rate, weighted average | 1.60% | |
Assumed risk free interest rate | 1.70% | |
Average expected life of options | 6 years 2 months 12 days | 6 years 2 months 12 days |
Expected dividends | $ 0 | $ 0 |
Forfeiture rate | 5.00% | 5.00% |
$1.98 to $2.97 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price range, lower range limit (in dollars per share) | $ 1.98 | |
Exercise price range, upper range limit (in dollars per share) | $ 2.97 | |
Shares underlying options, outstanding (in shares) | 34,862 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 2.83 | |
Weighted average remaining contractual life, outstanding | 9 years 8 months 12 days | |
Shares underlying options, exercisable (in shares) | 3,849 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 2.85 | |
Weighted average remaining contractual life, exercisable | 9 years 8 months 12 days | |
$2.98 to $3.47 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price range, lower range limit (in dollars per share) | $ 2.98 | |
Exercise price range, upper range limit (in dollars per share) | $ 3.47 | |
Shares underlying options, outstanding (in shares) | 75,243 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 3.47 | |
Weighted average remaining contractual life, outstanding | 9 years 6 months | |
Shares underlying options, exercisable (in shares) | 12,540 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 3.47 | |
Weighted average remaining contractual life, exercisable | 9 years 6 months | |
$3.48 to $4.77 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price range, lower range limit (in dollars per share) | $ 3.48 | |
Exercise price range, upper range limit (in dollars per share) | $ 4.77 | |
Shares underlying options, outstanding (in shares) | 131,134 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 4.77 | |
Weighted average remaining contractual life, outstanding | 8 years 7 months 6 days | |
Shares underlying options, exercisable (in shares) | 58,236 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 4.77 | |
Weighted average remaining contractual life, exercisable | 8 years 7 months 6 days | |
$4.78 to $16.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price range, lower range limit (in dollars per share) | $ 4.78 | |
Exercise price range, upper range limit (in dollars per share) | $ 16 | |
Shares underlying options, outstanding (in shares) | 109,267 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 15.77 | |
Weighted average remaining contractual life, outstanding | 5 years 3 months 18 days | |
Shares underlying options, exercisable (in shares) | 105,449 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 15.84 | |
Weighted average remaining contractual life, exercisable | 5 years 2 months 12 days | |
$28.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price range, upper range limit (in dollars per share) | $ 28 | |
Shares underlying options, outstanding (in shares) | 1,457 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 28 | |
Weighted average remaining contractual life, outstanding | 7 years 2 months 12 days | |
Shares underlying options, exercisable (in shares) | 1,457 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 28 | |
Weighted average remaining contractual life, exercisable | 7 years 2 months 12 days | |
$40.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price range, upper range limit (in dollars per share) | $ 40 | |
Shares underlying options, outstanding (in shares) | 2,834 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 40 | |
Weighted average remaining contractual life, outstanding | 5 years 9 months 18 days | |
Shares underlying options, exercisable (in shares) | 2,834 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 40 | |
Weighted average remaining contractual life, exercisable | 5 years 9 months 18 days | |
$74.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price range, upper range limit (in dollars per share) | $ 74 | |
Shares underlying options, outstanding (in shares) | 2,500 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 74 | |
Weighted average remaining contractual life, outstanding | 5 years 2 months 12 days | |
Shares underlying options, exercisable (in shares) | 2,436 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 74 | |
Weighted average remaining contractual life, exercisable | 5 years 2 months 12 days | |
$242.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price range, upper range limit (in dollars per share) | $ 242 | |
Shares underlying options, outstanding (in shares) | 500 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 242 | |
Weighted average remaining contractual life, outstanding | 0 years | |
Shares underlying options, exercisable (in shares) | 500 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 242 | |
Weighted average remaining contractual life, exercisable | 0 years | |
$4.77 to $242.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price range, lower range limit (in dollars per share) | $ 4.77 | |
Exercise price range, upper range limit (in dollars per share) | $ 242 | |
Shares underlying options, outstanding (in shares) | 357,797 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 8.86 | |
Weighted average remaining contractual life, outstanding | 7 years 9 months 18 days | |
Shares underlying options, exercisable (in shares) | 187,301 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 13.14 | |
Weighted average remaining contractual life, exercisable | 6 years 7 months 6 days |
EQUITY AND SHARE-BASED COMPEN52
EQUITY AND SHARE-BASED COMPENSATION, warrant activity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||||
May. 31, 2015 | Jun. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||
Warrants to purchase shares of common stock (in shares) | 265,000 | 162,586 | ||||
Exercise price per warrant (in dollars per share) | $ 5.25 | $ 6.55 | ||||
Expiration date of warrant | Jun. 30, 2019 | |||||
Warrants [Member] | ||||||
Shares Under Warrants [Roll Forward] | ||||||
Outstanding at beginning of period (in shares) | 2,406,282 | 6,503,959 | 2,406,282 | |||
Granted or issued (in shares) | 589,669 | 4,262,436 | ||||
Exercised (in shares) | 0 | 0 | ||||
Forfeited, expired or cancelled (in shares) | 0 | (164,759) | ||||
Outstanding at end of period (in shares) | 7,093,628 | 6,503,959 | 2,406,282 | |||
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) | $ 6.33 | $ 5.77 | $ 6.33 | |||
Granted (in dollars per share) | 5.25 | 5.44 | ||||
Forfeited, expired or cancelled (in dollars per share) | 5.24 | |||||
Outstanding at end of period (in dollars per share) | 5.73 | $ 5.77 | $ 6.33 | |||
Exercisable at end of period (in dollars per share) | $ 5.73 | |||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||
Weighted average remaining contractual life | 3 years 4 months 24 days | 4 years 3 months 18 days | 4 years 6 months | |||
Exercisable, weighted average remaining contractual life | 3 years 4 months 24 days | |||||
Equity Warrant [Member] | Warrants [Member] | ||||||
Shares Under Warrants [Roll Forward] | ||||||
Outstanding at beginning of period (in shares) | 1,815,034 | 6,077,470 | 1,815,034 | |||
Granted or issued (in shares) | 289,669 | 4,262,436 | ||||
Impact of anti-dilution clauses (in shares) | 0 | |||||
Impact of amendment (in shares) | (8,711) | |||||
Exercised (in shares) | 0 | 0 | ||||
Forfeited, expired or cancelled (in shares) | 0 | 0 | ||||
Outstanding at end of period (in shares) | 6,367,139 | 6,077,470 | 1,815,034 | |||
Exercisable at end of period (in shares) | 6,367,139 | |||||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding at beginning of period (in dollars per share) | $ 6.69 | $ 5.81 | $ 6.69 | |||
Granted (in dollars per share) | 5.25 | 5.44 | ||||
Outstanding at end of period (in dollars per share) | 5.73 | $ 5.81 | $ 6.69 | |||
Exercisable at end of period (in dollars per share) | $ 5.73 | |||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||
Weighted average remaining contractual life | 3 years 4 months 24 days | 4 years 4 months 24 days | 5 years | |||
Exercisable, weighted average remaining contractual life | 3 years 4 months 24 days | |||||
Liability Warrant [Member] | Warrants [Member] | ||||||
Shares Under Warrants [Roll Forward] | ||||||
Outstanding at beginning of period (in shares) | 591,248 | 426,489 | 591,248 | |||
Granted or issued (in shares) | 300,000 | 0 | ||||
Impact of anti-dilution clauses (in shares) | 385,292 | |||||
Impact of amendment (in shares) | (487,350) | |||||
Exercised (in shares) | 0 | 0 | ||||
Forfeited, expired or cancelled (in shares) | 0 | (164,759) | ||||
Outstanding at end of period (in shares) | 726,489 | 426,489 | 591,248 | |||
Exercisable at end of period (in shares) | 726,489 | |||||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding at beginning of period (in dollars per share) | $ 5.24 | $ 5.24 | $ 5.24 | |||
Granted (in dollars per share) | 5.25 | |||||
Forfeited, expired or cancelled (in dollars per share) | 5.24 | |||||
Outstanding at end of period (in dollars per share) | 5.24 | $ 5.24 | $ 5.24 | |||
Exercisable at end of period (in dollars per share) | $ 5.24 | |||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||
Weighted average remaining contractual life | 2 years 10 months 24 days | 2 years 10 months 24 days | 2 years 10 months 24 days | |||
Exercisable, weighted average remaining contractual life | 2 years 10 months 24 days | |||||
Senior Lender [Member] | ||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||
Warrants to purchase shares of common stock (in shares) | 300,000 | |||||
Exercise price per warrant (in dollars per share) | $ 5.25 | |||||
Expiration date of warrant | May 31, 2020 | |||||
Subordinated Notes [Member] | ||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||
Warrants to purchase shares of common stock (in shares) | 289,669 | |||||
Exercise price per warrant (in dollars per share) | $ 5.25 | |||||
Expiration date of warrant | May 31, 2020 |
EQUITY AND SHARE-BASED COMPEN53
EQUITY AND SHARE-BASED COMPENSATION, warrants outstanding and exercisable (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2016 | Dec. 31, 2015 | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||
Shares under warrants, outstanding (in shares) | 7,093,628 | ||
Weighted average exercise price, outstanding (in dollars per share) | $ 5.73 | ||
Weighted average remaining contractual life, outstanding | 3 years 4 months 24 days | ||
Shares under warrants, exercisable (in shares) | 7,093,628 | ||
Weighted average exercise price, exercisable (in dollars per share) | $ 5.73 | ||
Weighted average remaining contractual life, exercisable | 3 years 4 months 24 days | ||
Subsequent Event [Member] | |||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||
Reduction in warrants exercise price (in dollars per share) | $ 1.5 | ||
Increase in warrants underlying exercisable (in shares) | 1,489,867 | ||
Equity Warrant [Member] | $5.25 to $5.87 [Member] | |||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||
Exercise price range, lower range limit (in dollars per share) | $ 5.25 | ||
Exercise price range, upper range limit (in dollars per share) | $ 5.87 | ||
Shares under warrants, outstanding (in shares) | 4,296,339 | ||
Weighted average exercise price, outstanding (in dollars per share) | $ 5.36 | ||
Weighted average remaining contractual life, outstanding | 3 years 8 months 12 days | ||
Shares under warrants, exercisable (in shares) | 4,296,339 | ||
Weighted average exercise price, exercisable (in dollars per share) | $ 5.36 | ||
Weighted average remaining contractual life, exercisable | 3 years 8 months 12 days | ||
Equity Warrant [Member] | $6.55 to $6.63 [Member] | |||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||
Exercise price range, lower range limit (in dollars per share) | $ 6.55 | ||
Exercise price range, upper range limit (in dollars per share) | $ 6.63 | ||
Shares under warrants, outstanding (in shares) | 2,055,767 | ||
Weighted average exercise price, outstanding (in dollars per share) | $ 6.55 | ||
Weighted average remaining contractual life, outstanding | 3 years | ||
Shares under warrants, exercisable (in shares) | 2,055,767 | ||
Weighted average exercise price, exercisable (in dollars per share) | $ 6.55 | ||
Weighted average remaining contractual life, exercisable | 3 years | ||
Equity Warrant [Member] | $16.00 to $16.80 [Member] | |||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||
Exercise price range, lower range limit (in dollars per share) | $ 16 | ||
Exercise price range, upper range limit (in dollars per share) | $ 16.80 | ||
Shares under warrants, outstanding (in shares) | 12,004 | ||
Weighted average exercise price, outstanding (in dollars per share) | $ 16.40 | ||
Weighted average remaining contractual life, outstanding | 2 years 6 months | ||
Shares under warrants, exercisable (in shares) | 12,004 | ||
Weighted average exercise price, exercisable (in dollars per share) | $ 16.40 | ||
Weighted average remaining contractual life, exercisable | 2 years 6 months | ||
Equity Warrant [Member] | $46.80 [Member] | |||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||
Exercise price range, upper range limit (in dollars per share) | $ 46.80 | ||
Shares under warrants, outstanding (in shares) | 3,029 | ||
Weighted average exercise price, outstanding (in dollars per share) | $ 46.80 | ||
Weighted average remaining contractual life, outstanding | 1 year | ||
Shares under warrants, exercisable (in shares) | 3,029 | ||
Weighted average exercise price, exercisable (in dollars per share) | $ 46.80 | ||
Weighted average remaining contractual life, exercisable | 1 year | ||
Liability Warrant [Member] | $5.24 [Member] | |||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||
Exercise price range, upper range limit (in dollars per share) | [1] | $ 5.24 | |
Shares under warrants, outstanding (in shares) | [1] | 426,489 | |
Weighted average exercise price, outstanding (in dollars per share) | [1] | $ 5.24 | |
Weighted average remaining contractual life, outstanding | [1] | 1 year 10 months 24 days | |
Shares under warrants, exercisable (in shares) | [1] | 426,489 | |
Weighted average exercise price, exercisable (in dollars per share) | [1] | $ 5.24 | |
Weighted average remaining contractual life, exercisable | [1] | 1 year 10 months 24 days | |
Liability Warrant [Member] | $5.25 [Member] | |||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||
Exercise price range, upper range limit (in dollars per share) | [2] | $ 5.25 | |
Shares under warrants, outstanding (in shares) | [2] | 300,000 | |
Weighted average exercise price, outstanding (in dollars per share) | [2] | $ 5.25 | |
Weighted average remaining contractual life, outstanding | [2] | 4 years 4 months 24 days | |
Shares under warrants, exercisable (in shares) | [2] | 300,000 | |
Weighted average exercise price, exercisable (in dollars per share) | [2] | $ 5.25 | |
Weighted average remaining contractual life, exercisable | [2] | 4 years 4 months 24 days | |
[1] | The warrants contain full ratchet anti-dilution provisions and are classified as derivative warrant liabilities in our balance sheets. Under the anti-dilution 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. As a result of February 2016 equity issuances, in February 2016, we were required to lower the exercise price on these warrants to $1.50 per share and increase the number of shares of common stock underlying these warrants to 1,489,868 shares. | ||
[2] | The warrant, issued in May 2015 to the Lender, contains a most favored nations anti-dilution provisions Under that provision, in the event of issuances of options and/or convertible instruments with anti-dilution provision (providing for the adjustment of the exercise price, conversion price or other price or rate at which shares of common stock thereunder may be purchased, acquired or converted, and/or any upward adjustment in the number of shares of common stock issuable) we may be required to lower the exercise price on this warrant and and/or increase the number of shares underlying this warrant. The warrant is classified as derivative warrant liabilities in our balance sheets. |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details) | 12 Months Ended |
Dec. 31, 2013 | |
EQUITY METHOD INVESTMENT [Abstract] | |
Ownership interest sold | 50.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
United States [Abstract] | ||
Net operating loss carryforwards | $ 4,007 | $ 2,503 |
Gain on sale of membership interests in Nutra SA | 366 | 369 |
Stock options and warrants | 719 | 625 |
Property | (174) | (80) |
Intangible assets | (274) | (797) |
Capitalized expenses | 462 | 525 |
Debt and deferred financing | 329 | (116) |
Other | 345 | 642 |
Deferred tax assets | 5,780 | 3,671 |
Less: Valuation allowance | (5,814) | (3,896) |
Deferred tax asset (liability) | (34) | (225) |
Brazil [Abstract] | ||
Property | (731) | (1,141) |
Intangible assets | 0 | (28) |
Net operating loss carryforwards | 4,320 | 4,666 |
Other | 360 | 370 |
Net deferred tax asset (liability) | 3,949 | 3,867 |
Less: valuation allowance | (3,949) | (3,867) |
Deferred tax asset (liability) | 0 | 0 |
Change in valuation allowance | 2,000 | 47,100 |
Change in net operating loss and other deferred changes | 2,300 | 2,500 |
Impact of adjustments to capitalized expenses and stock option compensation | 300 | 1,100 |
Operating Loss Carryforwards [Line Items] | ||
Impact of foreign currency translation | 1,600 | 600 |
Loss before income taxes [Abstract] | ||
Foreign | (5,136) | (10,504) |
Domestic | (5,616) | (17,427) |
Loss before income taxes | $ (10,752) | $ (27,931) |
Federal statutory income tax rate | 34.00% | 34.00% |
Income Tax Reconciliation [Abstract] | ||
Income tax benefit at federal statutory rate | $ (3,656) | $ (9,496) |
Increase (decrease) resulting from: [Abstract] | ||
State tax benefit, net of federal tax effect | (176) | (206) |
Change in valuation allowance | 3,601 | (46,511) |
Expiration of U.S. net operating losses | 101 | 41,756 |
Adjustment to fixed asset deferred balance | 0 | 7,450 |
Adjustment to intangible deferred balances | 0 | 484 |
Reduction in deferred balances for forfeited, expired or cancelled options | 75 | 597 |
Nontaxable fair value adjustment | (340) | 411 |
Nondeductible debt issuance expenses | 19 | 3,179 |
Impact of state rate changes | 16 | 917 |
Nondeductible expenses | 91 | 37 |
Adjustments to Brazil deferred balances | 0 | 15 |
Adjustments to U.S. deferred balances | 93 | 63 |
Income tax benefit | (176) | (1,304) |
HN [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Liabilities | 1,300 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 10,000 | |
Federal [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, expiration dates | Dec. 31, 2018 | |
Federal [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, expiration dates | Dec. 31, 2035 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 13,600 | |
State [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, expiration dates | Dec. 31, 2016 | |
State [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, expiration dates | Dec. 31, 2035 | |
Brazil [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 12,700 | |
Valuation allowance | $ 100 | $ 3,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Mar. 24, 2016 | Jan. 12, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 06, 2009 | Aug. 28, 2008 |
Leases [Abstract] | ||||||
Remaining term of lease | 21 years | |||||
Future minimum payments under operating lease commitments [Abstract] | ||||||
2,016 | $ 0.7 | |||||
2,017 | 0.4 | |||||
2,018 | 0.3 | |||||
2,019 | 0.2 | |||||
2,020 | 0.1 | |||||
Thereafter | 0.8 | |||||
Lease expense | 0.7 | $ 0.8 | ||||
Irgovel - Events of Default [Abstract] | ||||||
Minimum EBITDA triggering default status | 4 | |||||
Irgovel [Member] | Minimum [Member] | ||||||
Irgovel - Events of Default [Abstract] | ||||||
Minimum EBITDA triggering default status | 4 | |||||
Sellers [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Amount of second installment on purchase agreement being withheld | $ 1 | |||||
Amount held in escrow | 1.9 | $ 2 | ||||
Amount of escrow liability in accrued expenses | 1.9 | $ 1.9 | ||||
Pre-acquisition contingencies | 0.3 | |||||
Escrow balance available to settle remaining contingencies | $ 1.7 | |||||
Sellers [Member] | Subsequent Event [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Settlement amount | $ 1.9 | |||||
Amount of escrow released | $ 1.9 | |||||
Repayment of term note | $ 1 | |||||
Sellers [Member] | Nutra SA [Member] | Subsequent Event [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Percentage of escrow funds released used to reduce subsidiary ownership | 90.00% | |||||
Decrease in ownership percentage of subsidiary | 0.85% | |||||
Pending Litigation [Member] | Former Irgovel Stockholder David Resyng [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought by plaintiff | $ 3 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | May. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2016 | Jun. 30, 2014 |
Related Party Transaction [Line Items] | |||||||
Number of warrants issued to acquire shares of common stock (in shares) | 162,586 | 265,000 | |||||
Interest paid | $ 1,817 | $ 2,628 | |||||
Issue of shares of common stock (in shares) | 162,586 | ||||||
Loss on extinguishment of debt | $ (1,904) | $ (906) | |||||
HN [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of outstanding shares purchased | $ 2,000 | ||||||
Amount payable through promissory note | 3,300 | ||||||
Conversion price (in dollars per share) | $ 6 | ||||||
Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issue of shares of common stock (in shares) | 2,786,781 | ||||||
Common shares issued on conversion of convertible promissory note (in shares) | 1,724,461 | ||||||
Convertible Promissory Note [Member] | HN [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount payable through promissory note | 3,300 | ||||||
Baruch Halpern [Member] | Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants canceled during the period (in shares) | 231,397 | ||||||
Baruch Halpern [Member] | Warrants [Member] | Expirations May 2020 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of warrants issued to acquire shares of common stock (in shares) | 119,366 | ||||||
Exercise price of warrants (in dollars per share) | $ 5.25 | ||||||
Baruch Halpern [Member] | Warrants [Member] | Expirations January 2021 [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of warrants issued to acquire shares of common stock (in shares) | 25,000 | ||||||
Exercise price of warrants (in dollars per share) | $ 5.25 | ||||||
Baruch Halpern [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issue of shares of common stock (in shares) | 710,056 | ||||||
Baruch Halpern [Member] | Convertible Subordinated Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 2,600 | ||||||
Interest paid | 200 | $ 100 | |||||
Loss on extinguishment of debt | $ (700) | ||||||
Stated annual interest rate | 5.00% | ||||||
Baruch Halpern [Member] | Note Payable [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 300 | ||||||
Stated annual interest rate | 11.75% | ||||||
W. John Short [Member] | Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of warrants issued to acquire shares of common stock (in shares) | 3,806 | ||||||
W. John Short [Member] | Warrants [Member] | Expirations May 2020 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of warrants issued to acquire shares of common stock (in shares) | 2,446 | ||||||
Exercise price of warrants (in dollars per share) | $ 5.25 | ||||||
W. John Short [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issue of shares of common stock (in shares) | 12,777 | ||||||
W. John Short [Member] | Convertible Subordinated Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 50 | ||||||
Stated annual interest rate | 5.00% | ||||||
W. John Short [Member] | Convertible Subordinated Debt [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest paid | $ 10 | $ 10 | |||||
Mark McKnight [Member] | HN [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares issued on conversion of convertible promissory note (in shares) | 225,925 | ||||||
Mark McKnight [Member] | Convertible Promissory Note [Member] | HN [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of cash paid | 700 | ||||||
Principal amount promissory note | 1,400 | ||||||
Nicole McKnight [Member] | HN [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares issued on conversion of convertible promissory note (in shares) | 225,925 | ||||||
Nicole McKnight [Member] | Convertible Promissory Note [Member] | HN [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of cash paid | 700 | ||||||
Principal amount promissory note | 1,400 | ||||||
Nicole McKnight [Member] | Unsecured Promissory Note [Member] | HN [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Principal amount promissory note | $ 100 | ||||||
Stated annual interest rate | 5.00% |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Jan. 02, 2014USD ($) | Dec. 31, 2013USD ($) | |
SEGMENT INFORMATION [Abstract] | ||||
Number of reportable segments | Segment | 2 | |||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | ||||
Revenues | $ 39,896 | $ 40,108 | ||
Cost of goods sold | 31,826 | 35,639 | ||
Gross profit | 8,070 | 4,469 | ||
Depreciation and amortization (in selling, general and administrative) | (1,779) | (2,879) | ||
Other operating expense | (12,567) | (14,354) | ||
Loss from operations | (6,276) | (12,764) | ||
Net income (loss) attributable to RiceBran Technologies shareholders | (8,268) | (23,029) | ||
Interest expense | (3,101) | (10,334) | ||
Depreciation (in costs of goods sold) | (2,284) | (3,670) | ||
Purchases of property | 1,068 | 5,423 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Property, net, end of period | 18,328 | 24,753 | ||
Goodwill, end of period | 3,258 | 4,431 | $ 790 | $ 4,139 |
Intangible assets, net, end of period | 1,225 | 2,740 | ||
Total assets, end of period | 33,635 | 45,913 | ||
Corporate [Member] | ||||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | ||||
Revenues | 0 | 0 | ||
Cost of goods sold | 0 | 0 | ||
Gross profit | 0 | 0 | ||
Depreciation and amortization (in selling, general and administrative) | (79) | (52) | ||
Other operating expense | (4,892) | (5,941) | ||
Loss from operations | (4,971) | (5,993) | ||
Net income (loss) attributable to RiceBran Technologies shareholders | (6,948) | (16,825) | ||
Interest expense | (1,404) | (7,949) | ||
Depreciation (in costs of goods sold) | 0 | 0 | ||
Purchases of property | 94 | 152 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Property, net, end of period | 418 | 135 | ||
Goodwill, end of period | 0 | 0 | ||
Intangible assets, net, end of period | 0 | 0 | ||
Total assets, end of period | 3,203 | 4,041 | ||
Operating Segments [Member] | USA [Member] | ||||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | ||||
Revenues | 23,341 | 23,096 | ||
Cost of goods sold | 15,923 | 16,124 | ||
Gross profit | 7,418 | 6,972 | ||
Depreciation and amortization (in selling, general and administrative) | (1,569) | (2,137) | ||
Other operating expense | (4,288) | (4,133) | ||
Loss from operations | 1,561 | 702 | ||
Net income (loss) attributable to RiceBran Technologies shareholders | 1,561 | 702 | ||
Interest expense | 0 | 0 | ||
Depreciation (in costs of goods sold) | (890) | (1,022) | ||
Purchases of property | 474 | 2,251 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Property, net, end of period | 8,408 | 9,360 | ||
Goodwill, end of period | 790 | 790 | ||
Intangible assets, net, end of period | 1,225 | 2,658 | ||
Total assets, end of period | 15,554 | 17,854 | ||
Operating Segments [Member] | Brazil [Member] | ||||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | ||||
Revenues | 16,601 | 17,012 | ||
Cost of goods sold | 15,949 | 19,515 | ||
Gross profit | 652 | (2,503) | ||
Depreciation and amortization (in selling, general and administrative) | (131) | (690) | ||
Other operating expense | (3,387) | (4,280) | ||
Loss from operations | (2,866) | (7,473) | ||
Net income (loss) attributable to RiceBran Technologies shareholders | (2,881) | (6,906) | ||
Interest expense | (1,697) | (2,385) | ||
Depreciation (in costs of goods sold) | (1,394) | (2,648) | ||
Purchases of property | 500 | 3,020 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Property, net, end of period | 9,502 | 15,258 | ||
Goodwill, end of period | 2,468 | 3,641 | ||
Intangible assets, net, end of period | 0 | 82 | ||
Total assets, end of period | 14,878 | 24,018 | ||
Intersegment [Member] | ||||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | ||||
Revenues | (46) | 0 | ||
Cost of goods sold | (46) | 0 | ||
Gross profit | 0 | 0 | ||
Depreciation and amortization (in selling, general and administrative) | 0 | 0 | ||
Other operating expense | 0 | 0 | ||
Loss from operations | 0 | 0 | ||
Net income (loss) attributable to RiceBran Technologies shareholders | 0 | 0 | ||
Interest expense | 0 | 0 | ||
Depreciation (in costs of goods sold) | 0 | 0 | ||
Purchases of property | 0 | 0 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||
Property, net, end of period | 0 | 0 | ||
Goodwill, end of period | 0 | 0 | ||
Intangible assets, net, end of period | 0 | 0 | ||
Total assets, end of period | $ 0 | $ 0 |
SEGMENT INFORMATION, Revenue by
SEGMENT INFORMATION, Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers by Geographical Area [Line Items] | ||
Total revenues | $ 39,896 | $ 40,108 |
Reportable Geographic Segment [Member] | ||
Revenues from External Customers by Geographical Area [Line Items] | ||
Total revenues | 39,896 | 40,108 |
Reportable Geographic Segment [Member] | USA [Member] | ||
Revenues from External Customers by Geographical Area [Line Items] | ||
Total revenues | 21,978 | 21,381 |
Reportable Geographic Segment [Member] | Brazil [Member] | ||
Revenues from External Customers by Geographical Area [Line Items] | ||
Total revenues | 9,548 | 14,257 |
Reportable Geographic Segment [Member] | Other International [Member] | ||
Revenues from External Customers by Geographical Area [Line Items] | ||
Total revenues | $ 8,370 | $ 4,470 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of convertible debt lower than carrying value | $ 100 | |
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ||
Total liabilities at fair value | 9,700 | |
Brazil [Member] | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ||
Total liabilities at fair value | 6,300 | |
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 | $ (678) | $ (955) |
Derivative Warrant Liability [Member] | Recurring [Member] | Minimum [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 0.90% | 0.10% |
Expected volatility | 71.00% | |
Derivative Warrant Liability [Member] | Recurring [Member] | Maximum [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 1.20% | 1.00% |
Expected volatility | 89.00% | |
Derivative Warrant Liability [Member] | Recurring [Member] | Weighted Average [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 1.10% | 0.70% |
Expected volatility | 78.00% | 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 | $ (678) | $ (955) |
FAIR VALUE MEASUREMENT, Unobser
FAIR VALUE MEASUREMENT, Unobservable Input Reconciliation (Details) - Recurring [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward] | ||||
Fair Value as of Beginning of Period | $ (955) | $ (1,685) | ||
Total Realized and Unrealized Gains (Losses) | [1] | 1,001 | (1,209) | |
Issuance of New Instruments | (724) | (7,610) | ||
Net Transfers (Into) Out of Level 3 | 0 | 9,549 | ||
Fair Value, at End of Period | (678) | (955) | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | 0 | 546 | ||
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] | 1,001 | (1,151) | |
Issuance of New Instruments | (724) | (7,021) | ||
Net Transfers (Into) Out of Level 3 | 0 | 8,902 | [2] | |
Fair Value, at End of Period | (678) | (955) | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | 0 | 546 | ||
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 | [3] | |
Fair Value, at End of Period | 0 | $ 0 | ||
Change in Unrealized Gains (Losses) on Instruments Still Held | $ 0 | |||
[1] | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. | |||
[2] | Represents transfers to equity as a result of increases in authorized and unissued shares of common stock available for settlement of certain warrants. | |||
[3] | Represents reduction in conversion liability as a result of debt conversions. |