Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RiceBran Technologies | |
Entity Central Index Key | 1,063,537 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,800,686 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Consolidated Statements of Operations (Unaudited) [Abstract] | ||||
Revenues | $ 8,824 | $ 8,917 | $ 29,420 | $ 29,982 |
Cost of goods sold | 6,918 | 6,860 | 23,293 | 24,634 |
Gross profit | 1,906 | 2,057 | 6,127 | 5,348 |
Operating expenses: | ||||
Selling, general and administrative | 3,737 | 2,977 | 11,454 | 9,817 |
Depreciation and amortization | 309 | 426 | 965 | 1,360 |
Goodwill impairment | 0 | 0 | 3,024 | 0 |
Total operating expenses | 4,046 | 3,403 | 15,443 | 11,177 |
Loss from operations | (2,140) | (1,346) | (9,316) | (5,829) |
Other income (expense): | ||||
Interest income | 84 | 23 | 94 | 91 |
Interest expense - accreted on debt | (94) | (57) | (497) | (395) |
Interest expense - other | (652) | (704) | (2,081) | (2,039) |
Change in fair value of derivative warrant liabilities | 1,166 | 654 | 314 | 1,211 |
Gain on resolution of Irgovel purchase litigation | 0 | 0 | 1,598 | 0 |
Foreign currency exchange, net | (27) | (93) | 111 | (281) |
Loss on extinguishment of debt | 0 | 0 | 0 | (1,904) |
Other income | 132 | 2 | 133 | 167 |
Other expense | (19) | (55) | (160) | (214) |
Total other income (expense) | 590 | (230) | (488) | (3,364) |
Loss before income taxes | (1,550) | (1,576) | (9,804) | (9,193) |
Income tax benefit | 0 | 6 | 0 | 19 |
Net loss | (1,550) | (1,570) | (9,804) | (9,174) |
Net loss attributable to noncontrolling interest in Nutra SA | 470 | 1,046 | 2,416 | 2,122 |
Net loss attributable to RiceBran Technologies shareholders | (1,080) | (524) | (7,388) | (7,052) |
Dividend on preferred stock-beneficial conversion feature | 0 | 0 | (551) | 0 |
Net loss attributable to RiceBran Technologies common shareholders | $ (1,080) | $ (524) | $ (7,939) | $ (7,052) |
Loss per share attributable to RiceBran Technologies common shareholders | ||||
Basic (in dollars per share) | $ (0.11) | $ (0.06) | $ (0.86) | $ (0.77) |
Diluted (in dollars per share) | $ (0.11) | $ (0.06) | $ (0.86) | $ (0.77) |
Weighted average number of shares outstanding | ||||
Basic (in shares) | 9,397,255 | 9,222,150 | 9,281,942 | 9,181,607 |
Diluted (in shares) | 9,397,255 | 9,222,150 | 9,281,942 | 9,181,607 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) [Abstract] | ||||
Net loss | $ (1,550) | $ (1,570) | $ (9,804) | $ (9,174) |
Other comprehensive income (loss) - foreign currency translation, net of tax | (165) | (1,501) | 694 | (2,731) |
Comprehensive loss, net of tax | (1,715) | (3,071) | (9,110) | (11,905) |
Comprehensive loss attributable to noncontrolling interest, net of tax | 330 | 1,528 | 1,998 | 3,022 |
Total comprehensive loss attributable to RiceBran Technologies shareholders | $ (1,385) | $ (1,543) | $ (7,112) | $ (8,883) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,199 | $ 1,070 |
Restricted cash | 0 | 1,921 |
Accounts receivable, net of allowance for doubtful accounts of $604 and $512, respectively (variable interest entity restricted $222 and $1,003, respectively) | 2,666 | 2,169 |
Inventories | 3,875 | 3,857 |
Operating taxes recoverable | 4 | 809 |
Deposits and other current assets | 749 | 895 |
Total current assets | 9,493 | 10,721 |
Property and equipment, net (variable interest entity restricted $2,449 and $2,102, respectively) | 19,347 | 18,328 |
Goodwill | 790 | 3,258 |
Intangible assets, net | 476 | 1,225 |
Operating taxes recoverable | 998 | 0 |
Other long-term assets | 122 | 103 |
Total assets | 31,226 | 33,635 |
Current liabilities: | ||
Accounts payable | 3,889 | 2,514 |
Accrued salary, wages and benefits | 3,672 | 2,325 |
Accrued expenses | 4,387 | 4,789 |
Current maturities of long-term debt (variable interest entity nonrecourse $6,849 and $2,750, respectively) | 11,982 | 5,050 |
Total current liabilities | 23,930 | 14,678 |
Long-term debt, less current portion (variable interest entity nonrecourse $0 and $3,553, respectively) | 5,063 | 10,908 |
Derivative warrant liabilities | 2,838 | 678 |
Deferred tax liability | 34 | 34 |
Total liabilities | 31,865 | 26,298 |
Commitments and contingencies | ||
Temporary equity | ||
Preferred stock, Series F, convertible, 20,000,000 shares authorized, 3,000 convertible shares issued and outstanding at September 30, 2016 | 551 | 0 |
Redeemable noncontrolling interest in Nutra SA | 0 | 69 |
Total temporary equity | 551 | 69 |
(Deficit) Equity attributable to RiceBran Technologies shareholders: | ||
Common stock, no par value, 25,000,000 shares authorized, 10,800,686 and 9,537,415 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 263,831 | 262,895 |
Accumulated deficit | (258,677) | (250,738) |
Accumulated deficit attributable to noncontrolling interest in Nutra SA | (1,929) | 0 |
Accumulated other comprehensive loss | (4,415) | (4,889) |
Total (deficit) equity attributable to RiceBran Technologies shareholders | (1,190) | 7,268 |
Total liabilities, temporary equity and (deficit) equity | $ 31,226 | $ 33,635 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 604 | $ 512 |
Current liabilities: | ||
Current portion of long-term debt (nonrecourse) | 11,982 | 5,050 |
Long-term liabilities: | ||
Long-term debt, less current portion (nonrecourse) | $ 5,063 | $ 10,908 |
Equity attributable to RiceBran Technologies shareholders: | ||
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) | 10,800,686 | 9,537,415 |
Common stock, shares outstanding (in shares) | 10,800,686 | 9,537,415 |
Variable Interest Entity [Member] | ||
Current assets: | ||
Accounts receivable, variable interest entity restricted | $ 222 | $ 1,003 |
Variable interest entity restricted portion of property and equipment, net | 2,449 | 2,102 |
Current liabilities: | ||
Current portion of long-term debt (nonrecourse) | 6,849 | 2,750 |
Long-term liabilities: | ||
Long-term debt, less current portion (nonrecourse) | $ 0 | $ 3,553 |
Series F Convertible Preferred Stock [Member] | ||
Temporary equity | ||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Convertible preferred stock, shares issued (in shares) | 3,000 | |
Convertible preferred stock, shares outstanding (in shares) | 3,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flow from operating activities: | ||
Net loss | $ (9,804) | $ (9,174) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,256 | 3,196 |
Stock and share-based compensation | 841 | 627 |
Change in fair value of derivative warrant and conversion liabilities | (314) | (1,211) |
Goodwill impairment | 3,024 | 0 |
Gain on resolution of Irgovel purchase litigation | (1,598) | 0 |
Loss on extinguishment of debt | 0 | 1,904 |
Deferred tax benefit | 0 | (19) |
Interest accreted | 497 | 395 |
Other | 98 | 213 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (377) | (550) |
Inventories | 146 | (726) |
Accounts payable and accrued expenses | 2,953 | 1,318 |
Other | 206 | (486) |
Net cash used in operating activities | (2,072) | (4,513) |
Cash flows from investing activities: | ||
Change in restricted cash | 1,921 | 0 |
Purchases of property and equipment | (460) | (991) |
Net cash provided by (used in) investing activities | 1,461 | (991) |
Cash flows from financing activities: | ||
Payments of debt | (28,773) | (14,789) |
Proceeds from issuance of debt, net of issuance costs | 27,650 | 0 |
Proceeds from issuance of debt and warrants, net of issuance costs | 300 | 17,979 |
Proceeds from issuance of preferred stock and warrants, net of issuance costs | 2,554 | 0 |
Proceeds from sale of membership interests in Nutra, SA | 200 | 0 |
Payment of payroll taxes on stock-based compensation through shares withheld | (9) | 0 |
Net cash provided by financing activities | 1,922 | 3,190 |
Effect of exchange rate changes on cash and cash equivalents | (182) | 227 |
Net change in cash and cash equivalents | 1,129 | (2,087) |
Cash and cash equivalents, beginning of period | 1,070 | 3,610 |
Cash and cash equivalents, end of period | 2,199 | 1,523 |
Supplemental disclosures: | ||
Cash paid for interest | 1,319 | 1,306 |
Cash paid for income taxes | $ 20 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2016 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | NOTE 1. BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited condensed consolidated financial statements (interim financial statements) of RiceBran Technologies and subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The interim financial statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented. These interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2015. The report of our independent registered public accounting firm that accompanies the audited consolidated financial statements for the year ended December 31, 2015, included in that Annual Report on Form 10-K, contains a going concern explanatory paragraph in which our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern. The results reported in these interim financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared assuming we will continue as a going concern based on the realization of assets and the satisfaction of liabilities in the normal course of business. Certain reclassifications have been made to amounts reported for the prior year to achieve consistent presentation with the current year. These reclassifications had no effect on the Company’s results of operations for any of the periods presented. Recent Accounting Guidance Recent accounting guidance not yet adopted In August 2014, the Financial Accounting Standards Board (FASB) issued guidance which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern The guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We will adopt this standard in the fourth quarter of 2016, and we do not expect the adoption to have a material effect on our results of operations. In May 2014, the 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 International Financial Reporting Standards. 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 have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined if we will early adopt the standard. In February 2016, the FASB issued guidance which changes the accounting for leases. 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 the lease’s classification as a finance or operating lease. For both types of leases, lessees will recognize a right-of-use asset and a lease liability. For capital or finance leases, lessees will recognize amortization of the right-of-use asset separately from interest expense on the lease liability. 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, financial position and cash flows and have not yet determined if we will early adopt the standard. In March 2016, the FASB issued new guidance that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The guidance also allows us to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on our cash flows statement, and provides an accounting policy election to account for forfeitures as they occur. The guidance is effective for our annual and interim periods beginning in 2017 with early adoption permitted. We plan to adopt the standard in the first quarter of 2017 and change our accounting policy to recognize forfeitures as they occur. This change will not have a material effect on our results of operations as we currently do not apply an estimated forfeiture rate to restricted stock awards to our officers and directors. Additionally, most of our outstanding stock option awards vest on a monthly basis over the vesting period (generally three or four years). As these awards do not have performance conditions, the expense is recognized each month on a straight-line basis and excludes the effect of the estimated forfeiture rate as there is no risk of expensing awards that would be subsequently forfeited prior to vesting. In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption for fiscal years beginning after December 15, 2018 is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. We have not yet determined the impact that the new guidance will have on our results of operations, financial position and cash flows and have not yet determined if we will early adopt the standard Recently adopted accounting 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, LLC) for assessing if the equity holders at risk lack decision making authority. 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. Upon adoption in the first quarter of 2016, there was no impact on our financial position or results of operations. Specifically, under the new guidance, we continue to be the primary beneficiary of Nutra SA, LLC. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN | 9 Months Ended |
Sep. 30, 2016 | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN | NOTE 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLAN 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 interim financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. The Brazil segment consists of the consolidated operations of Nutra SA, LLC (Nutra SA), whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. ( In May 2015, the USA segment 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. As a result of the credit facility transaction, the notes for a majority of the subordinated note holders representing approximately 97% of the principal due were amended, resulting in a $1.9 million loss on extinguishment. 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. In March 2016, the restricted cash previously held in a $1.9 million escrow account associated with the purchase of Irgovel (see Note 9) was released to us pursuant to a court order. We repaid $1.0 million of the term loan with the Lender upon receipt of funds from the escrow account. In addition, we repaid a $0.3 million short-term note from a related party (see Note 12). Beginning in the second quarter of 2016 and through the third quarter of 2016, the Brazil segment has experienced severe cash shortages resulting in an increase in accounts payable (principally to raw bran suppliers) and accrued payroll related tax obligations as we delayed non-essential payments. The nonpayment of working capital liabilities has resulted in suppliers refusing to ship raw bran and other materials necessary to maintain steady operation of the plant. In addition to the working capital issues, the funds necessary to meet scheduled debt payments no longer exist without additional equity funding. As a result, the Brazil segment ceased making all bank debt payments in the second and third quarters of 2016. Discussions have ensued with the related banks with regard to renegotiation of existing debt agreements. However, there is no assurance these discussions will be successful. In October 2016, our minority partner contributed $1.2 million to Irgovel. Additionally, Irgovel’s management has negotiated various raw bran supply agreements that will allow Irgovel to obtain rice bran on a consistent basis with set pricing. We continue to closely monitor Irgovel’s operations and related funding requirements. |
BUSINESS
BUSINESS | 9 Months Ended |
Sep. 30, 2016 | |
BUSINESS [Abstract] | |
BUSINESS | NOTE 3. BUSINESS We are a human food ingredient, nutritional supplement and animal nutrition company focused on value-added processing and marketing of healthy, natural and nutrient dense products derived from raw rice bran, an underutilized by-product of the rice milling industry. Using our bio-refining business model, we apply our proprietary and patented technologies and intellectual properties to convert raw rice bran into numerous high value products including: stabilized rice bran (SRB); rice bran oil (RBO); defatted rice bran (DRB); RiBalance, a complete rice bran nutritional package derived from further processing of SRB; RiSolubles, a highly nutritious, carbohydrate and lipid rich fraction of RiBalance; RiFiber, a fiber rich insoluble derivative of RiBalance; ProRyza, rice bran protein-based products, and a variety of other valuable derivatives extracted from these core products. Our target markets are natural food, functional food, nutraceutical supplement and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally. We have two reportable operating segments: (i) USA segment, which manufactures and distributes SRB (for human food ingredient and animal nutrition customers) in various granulations along with Stage II products and derivatives and (ii) Brazil segment, which extracts crude RBO and DRB from rice bran, which are then further processed into fully refined rice bran oil for sale internationally and in Brazil, compounded animal nutrition products for horses, cows, swine, sheep and poultry and a number of valuable human food and animal nutrition products derivatives and co-products. Stage II refers to the proprietary processes run at our Dillon, Montana facility and includes products produced at that facility using our patented processes. In addition we incur corporate and other expenses not directly attributable to reportable operating segments, which include costs related to our corporate staff, general and administrative expenses including public company expenses, intellectual property, professional fees and other expenses. No corporate allocations, including interest, are made to the reportable operating segments. The combined operations of our USA and Brazil segments encompass our bio-refining approach to processing raw rice bran into various high quality, value-added constituents and finished products. Over the past decade, we have developed and optimized our proprietary bio-refining processes to support the production of healthy, natural, hypoallergenic, gluten free and non-genetically modified ingredients and supplements for use in human meats, baked goods, cereals, coatings, health foods, nutritional supplements, nutraceuticals and high-end animal nutrition and health products. The USA segment produces SRB inside two supplier rice mills in California and our facility in Mermentau, Louisiana. The USA segment also includes our Dillon, Montana Stage II facility which produces our Stage II products: RiBalance, RiSolubles, RiFiber, ProRyza and a variety of other valuable derivatives extracted from these core products. The manufacturing facilities included in our USA segment have proprietary processing equipment and process patented technology for the stabilization and further processing of rice bran into finished products. 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. DRB is either 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. |
LOSS PER SHARE (EPS)
LOSS PER SHARE (EPS) | 9 Months Ended |
Sep. 30, 2016 | |
LOSS PER SHARE (EPS) [Abstract] | |
LOSS PER SHARE (EPS) | NOTE 4. LOSS PER SHARE (EPS) Basic EPS is calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. Our Series F Convertible Preferred Stock (the Series F Preferred Stock) is considered a participating security as the security holders may participate in undistributed earnings with holders of common shares. The holders of the Series F Preferred Stock are not obligated to share in net losses of the Company. 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, warrants and nonvested shares that vest solely on the basis of a service condition is calculated using the treasury stock method. The dilutive effect of the Series F Preferred Stock is calculated using the if-converted method. Below are reconciliations of the numerators and denominators in the EPS computations for the three and nine months ended September 30, 2016 and 2015. Three Months Ended Nine Months Ended 2016 2015 2016 2015 NUMERATOR (in thousands): Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (1,080 ) $ (524 ) $ (7,388 ) $ (7,052 ) Dividend on preferred stock--beneficial conversion feature - - (551 ) - Basic and diluted - net loss attributable to RiceBran Technologies common shareholders $ (1,080 ) $ (524 ) $ (7,939 ) $ (7,052 ) DENOMINATOR: Basic EPS - weighted average number of common shares outstanding 9,397,255 9,222,150 9,281,942 9,181,607 Effect of dilutive securities outstanding - - - - Diluted EPS - weighted average number of shares outstanding 9,397,255 9,222,150 9,281,942 9,181,607 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 340,037 341,315 350,203 288,751 Warrants 10,842,006 7,093,628 10,132,045 6,808,513 Nonvested stock 1,114,747 300,779 1,038,019 212,156 Convertible preferred stock 2,000,000 - 1,611,722 - The impact of potentially dilutive securities outstanding at September 30, 2016 and 2015, was not included in the calculation of diluted EPS for the three and nine months ended September 30, 2016 for the periods presented |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2016 | |
GOODWILL [Abstract] | |
GOODWILL | NOTE 5. GOODWILL The following table reflects goodwill allocated to each reporting segment at September 30, 2016 2015 (in thousands) USA Segment Brazil Segment Total Goodwill Balance, December 31, 2015 $ 790 $ 2,468 $ 3,258 Goodwill impairment - (3,024 ) (3,024 ) Effect of change in exchange rates - 556 556 Balance, September 30, 2016 $ 790 $ - $ 790 Several economic factors occurred during the second quarter of 2016, specifically related to our Brazil segment, including a decline in raw bran availability and continuing operating losses resulting in a lack of working capital. Due to the lack of working capital, the Brazil segment ceased making all bank debt payments in the second quarter of 2016. $3.0 million |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | 9 Months Ended |
Sep. 30, 2016 | |
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | NOTE 6. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA We hold a variable interest which relates to our equity interest in Nutra SA (see Note 2). Our variable interest in Nutra SA is our Brazil segment. We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our condensed consolidated financial statements. The other equity holders’ (Investors) interests are reflected in net loss attributable to noncontrolling interest in Nutra SA in the condensed consolidated statements of operations and redeemable noncontrolling interest in Nutra SA in the condensed consolidated balance sheets. Due to the goodwill impairment charge recorded in the second quarter of 2016 combined with continuing operating losses, the carrying amount of the redeemable noncontrolling interest reflects a deficit balance beginning in the second quarter of 2016. This deficit balance is reflected in the total (deficit) equity attributable to RiceBran Technologies shareholders section of our condensed consolidated balance sheet at September 30, 2016. Prior to June 30, 2016, the redeemable noncontrolling interest was reflected in the total temporary equity section of our condensed consolidated balance sheet. A summary of the carrying amounts of Nutra SA balances included in our condensed consolidated balance sheets follows (in thousands). September 30, December 31, 2016 2015 Cash and cash equivalents $ 67 $ 104 Other current assets (restricted $222 and $1,003) 919 2,760 Property and equipment, net (restricted $2,449 and $2,102) 11,138 9,502 Goodwill and intangibles, net - 2,468 Other noncurrent assets 1,061 43 Total assets $ 13,185 $ 14,877 Current liabilities $ 7,867 $ 4,647 Current portion of long-term debt (nonrecourse) 6,849 2,750 Long-term debt, less current portion (nonrecourse) - 3,553 Total liabilities $ 14,716 $ 10,950 Nutra SA’s debt is secured by its accounts receivable and property. The non-Brazilian entities within the consolidated ownership group do not guarantee any of Nutra SA’s debt. Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the limited liability company agreement of Nutra SA (LLC Agreement). During the first nine months of 2016, we invested an additional $1.1 million in Nutra SA. Upon receipt of the escrow funds by us on March 24, 2016 (see Note 9), Nutra SA redeemed a certain number of units held by us equal to $1.7 million, which resulted in a slight decrease in our membership interest in Nutra SA. Our membership interest subsequently changed due to additional investments by us and by our minority partner. In October 2016, our minority partner contributed $1.2 million to Nutra SA. A summary of changes in redeemable noncontrolling interest in Nutra SA for the three and nine months ended September 30, 2016 and 2015 (in thousands) follows. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Redeemable noncontrolling interest in Nutra SA, beginning of period $ (1,599 ) $ 862 $ 69 $ 2,643 Investors' interest in net loss of Nutra SA (470 ) (1,046 ) (2,416 ) (2,122 ) Investors' interest in accumulated other comprehensive loss of Nutra SA (60 ) (482 ) 218 (900 ) Investors' purchase of additional units 200 - 200 - Accumulated Yield classified as other current liability - 861 - 574 Redeemable noncontrolling interest in Nutra SA, end of period $ (1,929 ) $ 195 $ (1,929 ) $ 195 Investors' average interest in Nutra SA during the period 32.5 % 32.1 % 32.2 % 33.2 % Investors' interest in Nutra SA at the end of the period 32.7 % 32.1 % 32.7 % 32.1 % The Investors have drag along rights which allow the Investors to force a sale of 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 in the LLC Agreement). We may elect to exercise a right of first refusal to purchase the Investors’ interest instead of proceeding to a sale. We have assessed the likelihood of the Investors exercising these rights as less than probable at September 30, 2016. 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. The Investors may elect, until January 1, 2018, to exchange units in Nutra SA for our common stock (the Exchange Right). The appraised fair value of the Investors’ interest in Nutra SA and the market price of our stock would be used to determine the amount of ownership interest the Investors would receive. The shares issued to the Investors may not exceed 49% of our outstanding common stock after such issuance; however, if this limitation applies, we would be required to issue to the Investors a warrant to purchase a number of shares of our common stock that, when combined with the shares of common stock issued to the Investors, would equal 49% of our fully diluted shares outstanding after such issuance. Under the LLC Agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA. As of September 30, 2016, there have been no unwaived events of default. Events of default, as defined in the Membership Interest Purchase Agreement (MIPA) and the October 2013 amendment of investment agreements, are failure of Irgovel to meet minimum annual processing targets or failure to achieve EBITDA on a local currency basis of at least R$4.0 million annually. As of September 30, 2016, there have been no qualifying events. The LLC Agreement defines a qualifying event as the bankruptcy of RiceBran Technologies or Nutra SA. 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. However, the Investors do have drag along rights in the future. We will continue to evaluate whether we are the primary beneficiary of Nutra SA each reporting period. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2016 | |
DEBT [Abstract] | |
DEBT | NOTE 7. DEBT The following table summarizes current and long-term portions of debt (in thousands): September 30, December 31, 2016 2015 Corporate segment: Senior revolving loan $ 2,866 $ 1,617 Senior term loan, net 946 1,407 Subordinated notes, net, maturing in May 2018, principal $6.3 million 6,310 6,310 Subordinated notes, net, paid in July 2016, principal $0 - 205 Other 74 116 10,196 9,655 Brazil segment: Capital expansion loans 2,417 2,067 Working capital lines of credit 584 828 Advances on customer export orders 1,113 1,310 Special tax programs 2,703 2,064 Other 32 34 6,849 6,303 Total debt 17,045 15,958 Current portion 11,982 5,050 Long-term portion $ 5,063 $ 10,908 In January 2016, we entered into a note payable with a director in the principal amount of $0.3 million and issued the director a warrant to acquire 25,000 shares of common stock (exercise price of $5.25, exercisable immediately and expiring in January 2021). e repaid the note and accumulated interest in full in March 2016. In February 2016, we entered into an agreement with the Lender which modified the financial covenants 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 three quarters of 2016, any non-compliance with the financial covenants in the May 2015 agreement. We may not be able to comply with the original May 2015 covenants without further modifications from the Lender. Therefore, as of September 30, 2016, we have recorded the term loan, net of related debt issuance costs, as a current portion of long-term debt. As of September 30, 2016, we are in compliance with the financial covenants associated with our debt agreements, as modified and discussed above. In March 2016, we repaid $1.0 million of the senior term loan principal outstanding, which as of December 31, 2015, had been scheduled to be repaid in 2018, as required under the February agreement with the Lender described above. In the first quarter of 2016, we expensed $0.2 million of debt issuance costs to interest expense as a result of that repayment. We also paid a $0.1 million amendment fee in the first quarter of 2016, which is included in interest expense in our condensed consolidated statement of operations. We also paid an approximately $0.2 million amendment fee in the third quarter of 2016, which was added to the outstanding loan balance. Beginning in the second quarter of 2016, the Brazil segment did not have sufficient working capital to make their scheduled debt payments, and, as a result, the Brazil segment ceased making all bank debt payments in the second and third quarters. Therefore, we have recorded all Brazil segment debt as current, regardless of maturity date. Discussions have ensued with the related banks with regard to renegotiation of existing debt agreements. However, there is no assurance these discussions will be successful. |
EQUITY, SHARE-BASED COMPENSATIO
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | 9 Months Ended |
Sep. 30, 2016 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | NOTE 8. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS In February 2016, our board of directors authorized the issuance of 3,000 shares of Series F Preferred Stock. The Series F 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 Series F 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 Series F Preferred Stock has no liquidation or other preferences over our common stock. The number of common shares and warrants issuable if the Investors elect the Exchange Right is variable and indeterminate. For accounting purposes, we are not able to conclude that we have sufficient authorized and unissued shares to settle all contracts subject to the FASB’s derivative guidance. Our adopted sequencing approach is based on earliest issuance date (the Share Sequencing), therefore we are required to record certain warrants issued after the right was granted to the Investors in June 2015 at fair value, as derivative warrant liabilities. For the same reason, the A summary of equity activity for the nine months ended September 30, 2016, (in thousands, except share data) follows. Common Stock Accumulated Accumulated Deficit Attributable to Noncontrolling Interest in Accumulated Other Comprehensive Total (Deficit) Shares Amount Deficit Nutra SA Loss Equity Balance, December 31, 2015 9,537,415 $ 262,895 $ (250,738 ) $ - $ (4,889 ) $ 7,268 Share-based compensation, employees and directors - 619 - - - 619 Issuance of preferred stock and warrants - (447 ) - - - (447 ) Dividend on preferred stock--beneficial conversion feature - 551 (551 ) - - - Issuance of common stock to supplier 950,000 - - - - - Other 313,271 213 - - - 213 Accumulated deficit attributable to noncontrolling interest in Nutra SA - - - (1,929 ) - (1,929 ) Foreign currency translation - - - - 474 474 Net loss - - (7,388 ) - - (7,388 ) Balance, September 30, 2016 10,800,686 $ 263,831 $ (258,677 ) $ (1,929 ) $ (4,415 ) $ (1,190 ) In February 2016, we issued 950,000 shares of common stock to a supplier. In September 2016, we issued shares of common stock to directors at a grant date fair value of $1.46 per share. We issued 174,825 shares which vest on the earlier of June 30, 2017 or one day before the date of the next annual shareholder meeting. A summary of warrant activity for the nine months ended September 30, 2016, follows. 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) Outstanding, December 31, 2015 6,367,139 $ 5.78 3.4 726,489 $ 5.24 2.9 Issued - NA 2,685,000 2.03 4.5 Impact of anti-dilution clauses - NA 1,063,379 1.50 1.3 Exercised - NA - NA Forfeited, expired or cancelled - NA - NA Outstanding, September 30, 2016 6,367,139 $ 5.78 2.7 4,474,868 $ 1.82 3.6 Exercisable, September 30, 2016 6,367,139 $ 5.78 2.7 4,474,868 $ 1.82 3.6 In January 2016, we entered into a note payable with a director in the principal amount of $0.3 million and issued the director a warrant to acquire 25,000 share of common stock (exercise price of $5.25, exercisable immediately and expiring in January 2021). e repaid the note and accumulated interest in full in March 2016. In February 2016, in conjunction with the sale of the Series F Preferred Stock, we also In June 2016, we entered into an amendment agreement with our Lender to extend the prior modification of the loan agreement. In connection with this amendment, we repriced a previously issued warrant held by the Lender from $5.25 per share to $1.85 per share. Both prior to and subsequent to these modifications , with changes in fair value recorded in the condensed consolidated statements of operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9. COMMITMENTS AND CONTINGENCIES In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. We record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. Legal costs are expensed as incurred and are included in professional fees. 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, results of operations or cash flows. 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. RiceBran Technologies, the 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. In 2015, a final unappealable arbitration award was granted in our favor. We are considering collection actions against the Sellers for amounts awarded in excess of the escrow funds described below and have a contingent gain in an amount that is not currently determinable. 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 was included in restricted cash in our condensed consolidated balance sheet. With regard to the request for freezing the escrow funds noted above, the Brazilian court ordered Irgovel not to access those funds under the premise that the Sellers may have a right to those funds as originally contemplated in the Purchase Agreement. A fine of R$10,000 per day for violating that order was established by the court. From the escrow release date of March 24, 2016 through today, no fine has been imposed. We believe that with the final judgment in our favor, the Sellers no longer have any possible legal claim on the escrow funds and, thus, the court will remove the freeze. We are working with counsel in Brazil to effectuate that outcome. We believe that there are no significant remaining contingencies. We recognized a gain of $1.6 million in the first quarter of 2016, equal to the difference between the $1.9 million escrow liability and the $0.3 million of resolved pre-acquisition contingencies that had either been paid or specifically identified and accrued. Irgovel - Events of Default As further described in Note 6, Irgovel is required to meet minimum annual processing targets or to achieve EBITDA in local currency 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 in the future and a waiver of non-compliance may not be obtained from the Investors. Employment Contracts and Severance Payments We have employment contracts with certain officers and key management that include provisions for potential severance payments in the event of without-cause terminations or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested equity grants would accelerate following a change in control. See Note 14 for severance information related to our former chief executive officer. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 10. SEGMENT INFORMATION The tables below Three Months Ended September 30, 2016 Corporate USA Brazil Consolidated Revenues $ - $ 8,261 $ 563 $ 8,824 Cost of goods sold - 5,764 1,154 6,918 Gross profit - 2,497 (591 ) 1,906 Depreciation and amortization (in selling, general and administrative) (23 ) (270 ) (16 ) (309 ) Other operating expense (1,784 ) (1,460 ) (493 ) (3,737 ) Income (loss) from operations $ (1,807 ) $ 767 $ (1,100 ) $ (2,140 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (861 ) $ 767 $ (986 ) $ (1,080 ) Interest expense 353 - 393 746 Depreciation (in cost of goods sold) - 216 246 462 Purchases of property - 166 86 252 Nine Months Ended September 30, 2016 Corporate USA Brazil Consolidated Revenues $ - $ 24,793 $ 4,627 $ 29,420 Cost of goods sold - 17,190 6,103 23,293 Gross profit - 7,603 (1,476 ) 6,127 Depreciation and amortization (in selling, general and administrative) (69 ) (854 ) (42 ) (965 ) Other operating expense (5,445 ) (4,160 ) (4,873 ) (14,478 ) Income (loss) from operations $ (5,514 ) $ 2,589 $ (6,391 ) $ (9,316 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (4,955 ) $ 2,589 $ (5,022 ) $ (7,388 ) Interest expense 1,486 - 1,092 2,578 Depreciation (in cost of goods sold) - 619 672 1,291 Purchases of property - 231 229 460 Three Months Ended September 30, 2015 Corporate USA Brazil Consolidated Revenues $ - $ 5,036 $ 3,881 $ 8,917 Cost of goods sold - 3,719 3,141 6,860 Gross profit - 1,317 740 2,057 Depreciation and amortization (in selling, general and administrative) (22 ) (393 ) (11 ) (426 ) Other operating expense (1,067 ) (1,141 ) (769 ) (2,977 ) Loss from operations $ (1,089 ) $ (217 ) $ (40 ) $ (1,346 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (777 ) $ (217 ) $ 470 $ (524 ) Interest expense 348 - 413 761 Depreciation (in cost of goods sold) - 206 220 426 Purchases of property - 72 344 416 Nine Months Ended September 30, 2015 Corporate USA Brazil Consolidated Revenues $ - $ 16,988 $ 12,994 $ 29,982 Cost of goods sold - 11,770 12,864 24,634 Gross profit - 5,218 130 5,348 Depreciation and amortization (in selling, general and administrative) (56 ) (1,181 ) (123 ) (1,360 ) Other operating expense (3,687 ) (3,340 ) (2,790 ) (9,817 ) Income (loss) from operations $ (3,743 ) $ 697 $ (2,783 ) $ (5,829 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (5,260 ) $ 697 $ (2,489 ) $ (7,052 ) Interest expense 999 - 1,435 2,434 Depreciation (in cost of goods sold) - 643 1,193 1,836 Purchases of property - 423 568 991 The tables below Corporate USA Brazil Consolidated As of September 30, 2016 Inventories $ - $ 3,524 $ 351 $ 3,875 Property, net 422 7,787 11,138 19,347 Goodwill - 790 - 790 Intangible assets, net - 476 - 476 Total assets 1,869 16,172 13,185 31,226 As of December 31, 2015 Inventories - 3,302 555 3,857 Property, net 418 8,408 9,502 18,328 Goodwill - 790 2,468 3,258 Intangible assets, net - 1,225 - 1,225 Total assets 3,497 15,260 14,878 33,635 Corporate segment total assets include cash, restricted cash, property and other assets. We review our long-lived assets, including goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During the second quarter of 2016, a number of economic and market conditions arose related to operations of our Brazil segment that impacted raw bran availability and working capital necessary to acquire it, resulting in the Brazil segment taking an estimated goodwill impairment charge of $3.0 million. No modification of the estimated impairment charge was required in the third quarter of 2016 (see Note 5). Additional information on impairment testing of long-lived assets, intangible assets and goodwill can be found in Note 9 of our Annual Report on Form 10-K for the year ended December 31, 2015. The following table presents revenue by geographic area for the three and nine months ended September 30, 2016 and 2015 (in thousands). Three Months Ended Nine Months Ended 2016 2015 2016 2015 United States $ 7,740 $ 6,267 $ 23,113 $ 18,090 Brazil 289 255 3,264 6,157 Other international 795 2,395 3,043 5,735 Total revenues $ 8,824 $ 8,917 $ 29,420 $ 29,982 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of September 30, 2016, the fair value of our Corporate segment debt (Level 3 measurement) approximates the $10.2 million carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt (Level 3 measurement) also approximates the $6.8 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 condensed consolidated balance sheets (in thousands). Level 1 Level 2 Level 3 Total Total liabilities at fair value, as of September 30, 2016 - derivative warrant liabilities $ - $ - $ 2,838 $ 2,838 Total liabilities at fair value, as of December 31, 2015 - derivative warrant liabilities $ - $ - $ 678 $ 678 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 condensed consolidated statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. September 30, 2016 December 31, 2015 Risk-free interest rate 0.6% - 0.9% 0.9% -1.2% (0.8% weighted average) (1.1% weighted average) Expected volatility 69% - 85% 71% - 89% (81% weighted average) (78% weighted average) The following tables summarize the changes in Level 3 items measured at fair value on a recurring basis (in thousands). Total Level 3 Fair Value Fair Value as of Beginning of Period Total Realized and Unrealized Gains (Losses) Issuance of New Instruments Fair Value, at End of Period (1) Nine Months Ended September 30, 2016, derivative warrant liabilities $ (678 ) $ 314 $ (2,474 ) $ (2,838 ) Nine Months Ended September 30, 2015, derivative warrant liabilities $ (955 ) $ 1,211 $ (724 ) $ (468 ) (1) Included in change in fair value of derivative warrant liabilities in our unaudited condensed consolidated statements of operations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12. RELATED PARTY TRANSACTIONS Transactions with Baruch Halpern Prior to 2015, entities beneficially owned by Baruch Halpern, a director, invested $2.6 million in our subordinated notes and related warrants, the terms of which were subsequently modified. In the third quarter of 2016, Mr. Halpern purchased an additional $137,500 in subordinated notes from an unrelated note holder. In the three and nine months ended September 30, 2016 and 2015, we expensed and paid $0.1 million and $0.2 million, respectively, of interest on the subordinated notes beneficially owned by Mr. Halpern. In January 2016, we entered into a note payable with Mr. Halpern in the principal amount of $0.3 million and issued Mr. Halpern a warrant to acquire 25,000 shares of common stock (exercise price of $5.25, exercisable immediately and expiring in January 2021). Principal and all interest, accumulating at an 11.75% annual rate, was payable on October 31, 2016. We repaid the note and accumulated interest in full in March 2016. Transactions with W. John Short Prior to 2015, W. John Short, our former chief executive officer and a current director, invested $50,000 in our subordinated notes and related warrants, the terms of which were subsequently modified. In the three and nine months ended September 30, 2016 and 2015, we expensed and paid approximately $2,000 and $5,000, respectively, of interest on the subordinated notes beneficially owned by Mr. Short. Transactions with LF-RB Management, LLC On July 5, 2016, we entered into a Settlement Agreement (Settlement Agreement) with (i) LF-RB Management, LLC, Stephen D. Baksa, Richard Bellofatto, Edward M. Giles, Michael Goose, Gary L. Herman, Larry Hopfenspirger and Richard Jacinto II (collectively, the LF-RB Group) and (ii) Beth Bronner, Ari Gendason and Brent Rosenthal (the LF-RB Designees and together with the LF-RB Group, the Shareholder Group). The LF-RB Group beneficially owns approximately 9.0% of our outstanding stock. Among other things, under the Settlement Agreement we paid the LF-RB Group $50,000 in cash and issued 100,000 shares of our common stock to designees of the LF-RB Group to partially reimburse the LF-RB Group for out-of-pocket legal fees and other expenses incurred by the LF-RB Group in connection with its solicitation of proxies to elect its designees to the Board at the 2016 Annual Meeting of Shareholders. |
FAILURE TO COMPLY WITH NASDAQ L
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS | 9 Months Ended |
Sep. 30, 2016 | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS [Abstract] | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS | NOTE 13. FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS On August 18, 2016, we received a notification letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that we have failed to comply with the minimum stockholders' equity requirement of Nasdaq Listing Rule 5550(b)(1). Nasdaq Listing Rule 5550(b)(1) requires that companies listed on the Nasdaq Capital Market maintain a minimum of $2,500,000 in stockholders' equity for continued listing. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 reported stockholders' equity (deficit) of ($36,000). The notification letter has no immediate effect on our listing on the Nasdaq Capital Market. We submitted our plan to regain compliance to Nasdaq on October 5, 2016, and received a follow-up request for additional information, which we submitted on October 28, 2016. If our plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the notification letter to regain compliance. If our plan to regain compliance is not accepted, we will have the opportunity to appeal that decision to a Hearings Panel. There can be no assurance that our plan will be accepted or that, if it is, we will be able to regain compliance with the applicable Nasdaq listing requirements. |
SEVERANCE ACTIVITIES
SEVERANCE ACTIVITIES | 9 Months Ended |
Sep. 30, 2016 | |
SEVERANCE ACTIVITIES [Abstract] | |
SEVERANCE ACTIVITIES | NOTE 14. SEVERANCE ACTIVITIES On August 27, 2016, W. John Short’s employment as our chief executive officer was terminated. Mr. Short continues to serve on the Company’s Board of Directors. The Company and Mr. Short have been unable to agree upon the severance payments owed to Mr. Short under his employment agreement with the Company. In order to resolve this dispute, on September 22, 2016, we filed an Arbitration Demand for Declaratory Relief (the “Demand”) against Mr. Short. In the Demand, we seek a determination and declaration resolving all disputes between the Company and Mr. Short, including those relating to the amounts owed to Mr. Short in connection with his employment termination. The Demand was filed with the American Arbitration Association in Phoenix, Arizona. We have accrued estimated severance payments in the amount of $700,000. We expect to pay the final settlement within the next 12 months and, therefore, we have included the amount in accrued salary, wages and benefits in our condensed consolidated balance sheet as of September 30, 2016. |
CHIEF EXECUTIVE OFFICER APPOINT
CHIEF EXECUTIVE OFFICER APPOINTMENT | 9 Months Ended |
Sep. 30, 2016 | |
CHIEF EXECUTIVE OFFICER APPOINTMENT [Abstract] | |
CHIEF EXECUTIVE OFFICER APPOINTMENT | NOTE 15. CHIEF EXECUTIVE OFFICER APPOINTMENT On August 27, 2016, Robert Smith, PhD, 55, was appointed interim Chief Executive Officer of RiceBran Technologies. Dr. Smith has served as our Chief Operating Officer since June 2016. Dr. Smith served as the Company’s senior vice president of operations and R&D from November 2014 to June 2016, as senior vice president of sales and business development from November 2013 to November 2014 and as senior vice president of business development from March 2012 to November 2013. Dr. Smith brings over 20 years’ experience managing research and development and business development in the Ag-biotech industry. He served as director of business development at HerbalScience Group from 2007 to 2010 and worked at Affynis LLC from 2010 to 2012 as a consultant. Dr. Smith has also served as director of research and developments at Global Protein Products Inc. and PhycoGen Inc., and was project leader at Dekalb Genetics, a Monsanto Company. Dr. Smith was a research assistant professor at the Ag-Biotech Center at Rutgers University and did his post-doctoral work in plant molecular biology at the University of Missouri-Columbia. He holds a doctor of philosophy degree in molecular genetics and cell biology from the University of Chicago and a bachelor of arts degree in biology from the University of Chicago. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
BASIS OF PRESENTATION [Abstract] | |
Recent Accounting Guidance | Recent Accounting Guidance Recent accounting guidance not yet adopted In August 2014, the Financial Accounting Standards Board (FASB) issued guidance which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern The guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We will adopt this standard in the fourth quarter of 2016, and we do not expect the adoption to have a material effect on our results of operations. In May 2014, the 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 International Financial Reporting Standards. 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 have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined if we will early adopt the standard. In February 2016, the FASB issued guidance which changes the accounting for leases. 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 the lease’s classification as a finance or operating lease. For both types of leases, lessees will recognize a right-of-use asset and a lease liability. For capital or finance leases, lessees will recognize amortization of the right-of-use asset separately from interest expense on the lease liability. 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, financial position and cash flows and have not yet determined if we will early adopt the standard. In March 2016, the FASB issued new guidance that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The guidance also allows us to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on our cash flows statement, and provides an accounting policy election to account for forfeitures as they occur. The guidance is effective for our annual and interim periods beginning in 2017 with early adoption permitted. We plan to adopt the standard in the first quarter of 2017 and change our accounting policy to recognize forfeitures as they occur. This change will not have a material effect on our results of operations as we currently do not apply an estimated forfeiture rate to restricted stock awards to our officers and directors. Additionally, most of our outstanding stock option awards vest on a monthly basis over the vesting period (generally three or four years). As these awards do not have performance conditions, the expense is recognized each month on a straight-line basis and excludes the effect of the estimated forfeiture rate as there is no risk of expensing awards that would be subsequently forfeited prior to vesting. In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption for fiscal years beginning after December 15, 2018 is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. We have not yet determined the impact that the new guidance will have on our results of operations, financial position and cash flows and have not yet determined if we will early adopt the standard Recently adopted accounting 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, LLC) for assessing if the equity holders at risk lack decision making authority. 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. Upon adoption in the first quarter of 2016, there was no impact on our financial position or results of operations. Specifically, under the new guidance, we continue to be the primary beneficiary of Nutra SA, LLC. |
LOSS PER SHARE (EPS) (Tables)
LOSS PER SHARE (EPS) (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
LOSS PER SHARE (EPS) [Abstract] | |
Reconciliations of numerators and denominators in EPS computations | Below are reconciliations of the numerators and denominators in the EPS computations for the three and nine months ended September 30, 2016 and 2015. Three Months Ended Nine Months Ended 2016 2015 2016 2015 NUMERATOR (in thousands): Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (1,080 ) $ (524 ) $ (7,388 ) $ (7,052 ) Dividend on preferred stock--beneficial conversion feature - - (551 ) - Basic and diluted - net loss attributable to RiceBran Technologies common shareholders $ (1,080 ) $ (524 ) $ (7,939 ) $ (7,052 ) DENOMINATOR: Basic EPS - weighted average number of common shares outstanding 9,397,255 9,222,150 9,281,942 9,181,607 Effect of dilutive securities outstanding - - - - Diluted EPS - weighted average number of shares outstanding 9,397,255 9,222,150 9,281,942 9,181,607 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 340,037 341,315 350,203 288,751 Warrants 10,842,006 7,093,628 10,132,045 6,808,513 Nonvested stock 1,114,747 300,779 1,038,019 212,156 Convertible preferred stock 2,000,000 - 1,611,722 - |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
GOODWILL [Abstract] | |
Summary of goodwill activity | The following table reflects goodwill allocated to each reporting segment at September 30, 2016 2015 (in thousands) USA Segment Brazil Segment Total Goodwill Balance, December 31, 2015 $ 790 $ 2,468 $ 3,258 Goodwill impairment - (3,024 ) (3,024 ) Effect of change in exchange rates - 556 556 Balance, September 30, 2016 $ 790 $ - $ 790 |
REDEEMABLE NONCONTROLLING INT25
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 condensed consolidated balance sheets follows (in thousands). September 30, December 31, 2016 2015 Cash and cash equivalents $ 67 $ 104 Other current assets (restricted $222 and $1,003) 919 2,760 Property and equipment, net (restricted $2,449 and $2,102) 11,138 9,502 Goodwill and intangibles, net - 2,468 Other noncurrent assets 1,061 43 Total assets $ 13,185 $ 14,877 Current liabilities $ 7,867 $ 4,647 Current portion of long-term debt (nonrecourse) 6,849 2,750 Long-term debt, less current portion (nonrecourse) - 3,553 Total liabilities $ 14,716 $ 10,950 |
Summary of changes in redeemable noncontrolling interest | A summary of changes in redeemable noncontrolling interest in Nutra SA for the three and nine months ended September 30, 2016 and 2015 (in thousands) follows. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Redeemable noncontrolling interest in Nutra SA, beginning of period $ (1,599 ) $ 862 $ 69 $ 2,643 Investors' interest in net loss of Nutra SA (470 ) (1,046 ) (2,416 ) (2,122 ) Investors' interest in accumulated other comprehensive loss of Nutra SA (60 ) (482 ) 218 (900 ) Investors' purchase of additional units 200 - 200 - Accumulated Yield classified as other current liability - 861 - 574 Redeemable noncontrolling interest in Nutra SA, end of period $ (1,929 ) $ 195 $ (1,929 ) $ 195 Investors' average interest in Nutra SA during the period 32.5 % 32.1 % 32.2 % 33.2 % Investors' interest in Nutra SA at the end of the period 32.7 % 32.1 % 32.7 % 32.1 % |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
DEBT [Abstract] | |
Current and long-term debt | The following table summarizes current and long-term portions of debt (in thousands): September 30, December 31, 2016 2015 Corporate segment: Senior revolving loan $ 2,866 $ 1,617 Senior term loan, net 946 1,407 Subordinated notes, net, maturing in May 2018, principal $6.3 million 6,310 6,310 Subordinated notes, net, paid in July 2016, principal $0 - 205 Other 74 116 10,196 9,655 Brazil segment: Capital expansion loans 2,417 2,067 Working capital lines of credit 584 828 Advances on customer export orders 1,113 1,310 Special tax programs 2,703 2,064 Other 32 34 6,849 6,303 Total debt 17,045 15,958 Current portion 11,982 5,050 Long-term portion $ 5,063 $ 10,908 |
EQUITY, SHARE-BASED COMPENSAT27
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | |
Summary of equity activity | A summary of equity activity for the nine months ended September 30, 2016, (in thousands, except share data) follows. Common Stock Accumulated Accumulated Deficit Attributable to Noncontrolling Interest in Accumulated Other Comprehensive Total (Deficit) Shares Amount Deficit Nutra SA Loss Equity Balance, December 31, 2015 9,537,415 $ 262,895 $ (250,738 ) $ - $ (4,889 ) $ 7,268 Share-based compensation, employees and directors - 619 - - - 619 Issuance of preferred stock and warrants - (447 ) - - - (447 ) Dividend on preferred stock--beneficial conversion feature - 551 (551 ) - - - Issuance of common stock to supplier 950,000 - - - - - Other 313,271 213 - - - 213 Accumulated deficit attributable to noncontrolling interest in Nutra SA - - - (1,929 ) - (1,929 ) Foreign currency translation - - - - 474 474 Net loss - - (7,388 ) - - (7,388 ) Balance, September 30, 2016 10,800,686 $ 263,831 $ (258,677 ) $ (1,929 ) $ (4,415 ) $ (1,190 ) |
Summary of warrant activity | A summary of warrant activity for the nine months ended September 30, 2016, follows. 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) Outstanding, December 31, 2015 6,367,139 $ 5.78 3.4 726,489 $ 5.24 2.9 Issued - NA 2,685,000 2.03 4.5 Impact of anti-dilution clauses - NA 1,063,379 1.50 1.3 Exercised - NA - NA Forfeited, expired or cancelled - NA - NA Outstanding, September 30, 2016 6,367,139 $ 5.78 2.7 4,474,868 $ 1.82 3.6 Exercisable, September 30, 2016 6,367,139 $ 5.78 2.7 4,474,868 $ 1.82 3.6 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT INFORMATION [Abstract] | |
Segment information identified and reconciliations of segment information to total consolidated information | The tables below Three Months Ended September 30, 2016 Corporate USA Brazil Consolidated Revenues $ - $ 8,261 $ 563 $ 8,824 Cost of goods sold - 5,764 1,154 6,918 Gross profit - 2,497 (591 ) 1,906 Depreciation and amortization (in selling, general and administrative) (23 ) (270 ) (16 ) (309 ) Other operating expense (1,784 ) (1,460 ) (493 ) (3,737 ) Income (loss) from operations $ (1,807 ) $ 767 $ (1,100 ) $ (2,140 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (861 ) $ 767 $ (986 ) $ (1,080 ) Interest expense 353 - 393 746 Depreciation (in cost of goods sold) - 216 246 462 Purchases of property - 166 86 252 Nine Months Ended September 30, 2016 Corporate USA Brazil Consolidated Revenues $ - $ 24,793 $ 4,627 $ 29,420 Cost of goods sold - 17,190 6,103 23,293 Gross profit - 7,603 (1,476 ) 6,127 Depreciation and amortization (in selling, general and administrative) (69 ) (854 ) (42 ) (965 ) Other operating expense (5,445 ) (4,160 ) (4,873 ) (14,478 ) Income (loss) from operations $ (5,514 ) $ 2,589 $ (6,391 ) $ (9,316 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (4,955 ) $ 2,589 $ (5,022 ) $ (7,388 ) Interest expense 1,486 - 1,092 2,578 Depreciation (in cost of goods sold) - 619 672 1,291 Purchases of property - 231 229 460 Three Months Ended September 30, 2015 Corporate USA Brazil Consolidated Revenues $ - $ 5,036 $ 3,881 $ 8,917 Cost of goods sold - 3,719 3,141 6,860 Gross profit - 1,317 740 2,057 Depreciation and amortization (in selling, general and administrative) (22 ) (393 ) (11 ) (426 ) Other operating expense (1,067 ) (1,141 ) (769 ) (2,977 ) Loss from operations $ (1,089 ) $ (217 ) $ (40 ) $ (1,346 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (777 ) $ (217 ) $ 470 $ (524 ) Interest expense 348 - 413 761 Depreciation (in cost of goods sold) - 206 220 426 Purchases of property - 72 344 416 Nine Months Ended September 30, 2015 Corporate USA Brazil Consolidated Revenues $ - $ 16,988 $ 12,994 $ 29,982 Cost of goods sold - 11,770 12,864 24,634 Gross profit - 5,218 130 5,348 Depreciation and amortization (in selling, general and administrative) (56 ) (1,181 ) (123 ) (1,360 ) Other operating expense (3,687 ) (3,340 ) (2,790 ) (9,817 ) Income (loss) from operations $ (3,743 ) $ 697 $ (2,783 ) $ (5,829 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (5,260 ) $ 697 $ (2,489 ) $ (7,052 ) Interest expense 999 - 1,435 2,434 Depreciation (in cost of goods sold) - 643 1,193 1,836 Purchases of property - 423 568 991 |
Segment information for selected balance sheet accounts | The tables below Corporate USA Brazil Consolidated As of September 30, 2016 Inventories $ - $ 3,524 $ 351 $ 3,875 Property, net 422 7,787 11,138 19,347 Goodwill - 790 - 790 Intangible assets, net - 476 - 476 Total assets 1,869 16,172 13,185 31,226 As of December 31, 2015 Inventories - 3,302 555 3,857 Property, net 418 8,408 9,502 18,328 Goodwill - 790 2,468 3,258 Intangible assets, net - 1,225 - 1,225 Total assets 3,497 15,260 14,878 33,635 |
Revenue by geographic area | The following table presents revenue by geographic area for the three and nine months ended September 30, 2016 and 2015 (in thousands). Three Months Ended Nine Months Ended 2016 2015 2016 2015 United States $ 7,740 $ 6,267 $ 23,113 $ 18,090 Brazil 289 255 3,264 6,157 Other international 795 2,395 3,043 5,735 Total revenues $ 8,824 $ 8,917 $ 29,420 $ 29,982 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
FAIR VALUE MEASUREMENTS [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 condensed consolidated balance sheets (in thousands). Level 1 Level 2 Level 3 Total Total liabilities at fair value, as of September 30, 2016 - derivative warrant liabilities $ - $ - $ 2,838 $ 2,838 Total liabilities at fair value, as of December 31, 2015 - derivative warrant liabilities $ - $ - $ 678 $ 678 |
Additional assumptions used to calculate fair value | Additional assumptions that were used to calculate fair value follow. September 30, 2016 December 31, 2015 Risk-free interest rate 0.6% - 0.9% 0.9% -1.2% (0.8% weighted average) (1.1% weighted average) Expected volatility 69% - 85% 71% - 89% (81% weighted average) (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). Total Level 3 Fair Value Fair Value as of Beginning of Period Total Realized and Unrealized Gains (Losses) Issuance of New Instruments Fair Value, at End of Period (1) Nine Months Ended September 30, 2016, derivative warrant liabilities $ (678 ) $ 314 $ (2,474 ) $ (2,838 ) Nine Months Ended September 30, 2015, derivative warrant liabilities $ (955 ) $ 1,211 $ (724 ) $ (468 ) (1) Included in change in fair value of derivative warrant liabilities in our unaudited condensed consolidated statements of operations. |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2016 | |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
LIQUIDITY, GOING CONCERN AND 31
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | May 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Abstract] | ||||||||||
Loss on extinguishment | $ 0 | $ 0 | $ 0 | $ (1,904) | ||||||
Proceeds from preference stock and warrants | $ 2,600 | 2,554 | $ 0 | |||||||
Short-term Note [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Amount paid from a related party | $ 300 | |||||||||
Senior Secured Credit Facility [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Percentage of principal due | 97.00% | |||||||||
Loss on extinguishment | $ (1,900) | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Amount held in escrow | 1,900 | |||||||||
Term Loan [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Repayment of term loan | $ 1,000 | |||||||||
USA [Member] | Senior Secured Credit Facility [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Principal amount of senior secured credit facility agreement | 8,000 | |||||||||
USA [Member] | Revolving Credit Facility [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Maximum borrowing amount | 3,500 | |||||||||
USA [Member] | Term Loan [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Initial amount of term loan | $ 2,500 | |||||||||
Period for term loan increase | 2 years | |||||||||
USA [Member] | Term Loan [Member] | Maximum [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Maximum borrowing amount | $ 2,000 | |||||||||
Irgovel [Member] | Subsequent Event [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Minority partner contribution amount | $ 1,200 | |||||||||
Investors [Member] | Nutra SA [Member] | ||||||||||
Noncontrolling Interest [Abstract] | ||||||||||
Additional investments | 1,100 | $ 3,600 | $ 10,300 | |||||||
Additional contributions without approval of lender | $ 400 | $ 400 |
BUSINESS (Details)
BUSINESS (Details) | 9 Months Ended |
Sep. 30, 2016Segment | |
BUSINESS [Abstract] | |
Number of reportable business segments | 2 |
LOSS PER SHARE (EPS) (Details)
LOSS PER SHARE (EPS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
NUMERATOR [Abstract] | ||||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ (1,080) | $ (524) | $ (7,388) | $ (7,052) |
Dividend on preferred stock-beneficial conversion feature | 0 | 0 | (551) | 0 |
Net loss attributable to RiceBran Technologies common shareholders | $ (1,080) | $ (524) | $ (7,939) | $ (7,052) |
DENOMINATOR [Abstract] | ||||
Basic EPS - weighted average number of shares outstanding (in shares) | 9,397,255 | 9,222,150 | 9,281,942 | 9,181,607 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 9,397,255 | 9,222,150 | 9,281,942 | 9,181,607 |
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) | 340,037 | 341,315 | 350,203 | 288,751 |
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) | 10,842,006 | 7,093,628 | 10,132,045 | 6,808,513 |
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) | 1,114,747 | 300,779 | 1,038,019 | 212,156 |
Convertible Preferred 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) | 2,000,000 | 0 | 1,611,722 | 0 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill [Roll Forward] | |||||
Goodwill, beginning of period | $ 3,258 | ||||
Goodwill impairment | $ 0 | $ 0 | (3,024) | $ 0 | |
Effect of change in exchange rates | 556 | ||||
Goodwill, end of period | 790 | 790 | |||
USA Segment [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning of period | 790 | ||||
Goodwill impairment | 0 | ||||
Effect of change in exchange rates | 0 | ||||
Goodwill, end of period | 790 | 790 | |||
Brazil Segment [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning of period | 2,468 | ||||
Goodwill impairment | 0 | $ (3,024) | (3,024) | ||
Effect of change in exchange rates | 556 | ||||
Goodwill, end of period | $ 0 | $ 0 |
REDEEMABLE NONCONTROLLING INT35
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($)RepresentativeInvestor | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)RepresentativeInvestor | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||||||
Cash and cash equivalents | $ 2,199 | $ 1,523 | $ 2,199 | $ 1,523 | $ 1,070 | $ 3,610 | |
Other current assets (restricted $222 and $1,003) | 749 | 749 | 895 | ||||
Property and equipment, net (restricted $2,449 and $2,102) | 19,347 | 19,347 | 18,328 | ||||
Other noncurrent assets | 122 | 122 | 103 | ||||
Current liabilities | 23,930 | 23,930 | 14,678 | ||||
Current portion of long-term debt (nonrecourse) | 11,982 | 11,982 | 5,050 | ||||
Long-term debt, less current portion (nonrecourse) | 5,063 | 5,063 | 10,908 | ||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | $ 0 | 69 | |||||
Investors' purchase of additional units | 200 | 0 | |||||
Redeemable noncontrolling interest in Nutra SA, end of period | 0 | 0 | |||||
Irgovel [Member] | Minimum [Member] | |||||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||||
EBITDA triggering default status | 4,000 | ||||||
Nutra SA [Member] | |||||||
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||||||
Cash and cash equivalents | 67 | 67 | 104 | ||||
Other current assets (restricted $222 and $1,003) | 919 | 919 | 2,760 | ||||
Property and equipment, net (restricted $2,449 and $2,102) | 11,138 | 11,138 | 9,502 | ||||
Goodwill and intangibles, net | 0 | 0 | 2,468 | ||||
Other noncurrent assets | 1,061 | 1,061 | 43 | ||||
Total assets | 13,185 | 13,185 | 14,877 | ||||
Current liabilities | 7,867 | 7,867 | 4,647 | ||||
Current portion of long-term debt (nonrecourse) | 6,849 | 6,849 | 2,750 | ||||
Long-term debt, less current portion (nonrecourse) | 0 | 0 | 3,553 | ||||
Total liabilities | 14,716 | 14,716 | 10,950 | ||||
Restricted portion of other current assets | 222 | 222 | 1,003 | ||||
Variable interest entity restricted portion of property, net | 2,449 | 2,449 | $ 2,102 | ||||
Investors' purchase of additional units of Nutra SA attributable to the parent | 1,100 | ||||||
Escrow funds distribution | 1,700 | ||||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | (1,929) | (1,599) | 862 | 69 | 2,643 | ||
Investors' interest in net loss of Nutra SA | (470) | (1,046) | (2,416) | (2,122) | |||
Investors' interest in accumulated other comprehensive loss of Nutra SA | (60) | (482) | 218 | (900) | |||
Investors' purchase of additional units | 200 | 0 | 200 | 0 | |||
Accumulated Yield classified as other current liability | 0 | 861 | 0 | 574 | |||
Redeemable noncontrolling interest in Nutra SA, end of period | $ (1,929) | $ 195 | $ (1,929) | $ 195 | |||
Investors' average interest in Nutra SA during the period | 32.50% | 32.10% | 32.20% | 33.20% | |||
Investors' interest in Nutra SA at the end of the period | 32.70% | 32.10% | 32.70% | 32.10% | |||
Number of representatives on management committee | Representative | 3 | 3 | |||||
Number of Investors on Management Committee | Investor | 2 | 2 | |||||
Number of representatives on management committee upon default | Representative | 2 | 2 | |||||
Number of Investors on Management Committee Upon Default | Investor | 3 | 3 | |||||
Nutra SA [Member] | Subsequent Event [Member] | |||||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||||
Investors' purchase of additional units | $ 1,200 | ||||||
Nutra SA [Member] | Investors [Member] | |||||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||||
Drag along right termination amount | $ 50,000 | $ 50,000 | |||||
Nutra SA [Member] | Investors [Member] | Maximum [Member] | |||||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||||
Percentage of outstanding common stock issued | 49.00% |
DEBT (Details)
DEBT (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2016 | Feb. 29, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||||
Total debt | $ 17,045 | $ 15,958 | |||||
Current portion | 11,982 | 5,050 | |||||
Long-term portion | $ 5,063 | 10,908 | |||||
Expiration January, 2021 [Member] | Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ 1.60 | $ 1.85 | $ 5.25 | ||||
Director [Member] | Expiration January, 2021 [Member] | Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | 25,000 | ||||||
Exercise price of warrants (in dollars per share) | $ 5.25 | ||||||
Director [Member] | Subordinated Notes, Net [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Due to related parties | $ 2,600 | ||||||
Director [Member] | Note Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Due to related parties | $ 300 | ||||||
Director [Member] | Note Payable [Member] | Expiration January, 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Due to related parties | $ 300 | ||||||
Corporate Segment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 10,196 | 9,655 | |||||
Corporate Segment [Member] | Senior Revolving Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 2,866 | 1,617 | |||||
Average monthly adjusted EBITDA, calculation period | 3 months | ||||||
Corporate Segment [Member] | Senior Revolving Loan [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, liquidity covenant amount | $ 1,500 | ||||||
Credit facility, covenant amount available in cash | 800 | ||||||
Average monthly adjusted EBITDA | $ 100 | ||||||
Corporate Segment [Member] | Senior Revolving Loan [Member] | Amendment Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount paid in consideration of amendment expenses | $ 200 | ||||||
Corporate Segment [Member] | Senior Revolving Loan [Member] | Amendment Agreement [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, liquidity covenant amount | 1,300 | ||||||
Credit facility, covenant amount available in cash | 500 | ||||||
Corporate Segment [Member] | Senior Term Loan, Net [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 946 | 1,407 | |||||
Repayment of senior term note | $ 1,000 | ||||||
Debt issuance costs written off to interest expense | $ 200 | ||||||
Amount paid in consideration of amendment expenses | $ 100 | $ 100 | |||||
Corporate Segment [Member] | Subordinated Notes, Net [Member] | Notes Due May 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 6,310 | 6,310 | |||||
Principal amount outstanding of subordinated notes | $ 6,300 | ||||||
Maturity date of note | May 31, 2018 | ||||||
Corporate Segment [Member] | Subordinated Notes, Net [Member] | Notes Due July 2016 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 0 | 205 | |||||
Principal amount outstanding of subordinated notes | $ 0 | ||||||
Maturity date of note | Jul. 31, 2016 | ||||||
Corporate Segment [Member] | Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 74 | 116 | |||||
Brazil Segment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 6,849 | 6,303 | |||||
Brazil Segment [Member] | Capital Expansion Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 2,417 | 2,067 | |||||
Brazil Segment [Member] | Working Capital Lines of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 584 | 828 | |||||
Brazil Segment [Member] | Advances on Customer Export Orders [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 1,113 | 1,310 | |||||
Brazil Segment [Member] | Special Tax Programs [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 2,703 | 2,064 | |||||
Brazil Segment [Member] | Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 32 | $ 34 |
EQUITY, SHARE-BASED COMPENSAT37
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | $ 7,268 | |||
Balance at beginning of period (in shares) | 9,537,415 | |||
Share-based compensation, employees and directors | $ 619 | |||
Issuance of preferred stock and warrants | (447) | |||
Dividend on preferred stock--beneficial conversion feature | 0 | |||
Issuance of common stock to supplier | 0 | |||
Other | 213 | |||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | (1,929) | |||
Foreign currency translation | 474 | |||
Net loss | $ (1,080) | $ (524) | (7,388) | $ (7,052) |
Balance at end of period | $ (1,190) | $ (1,190) | ||
Balance at end of period (in shares) | 10,800,686 | 10,800,686 | ||
Common Stock [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | $ 262,895 | |||
Balance at beginning of period (in shares) | 9,537,415 | |||
Share-based compensation, employees and directors | $ 619 | |||
Share-based compensation, employees and directors (in shares) | 0 | |||
Issuance of preferred stock and warrants | $ (447) | |||
Issuance of preferred stock and warrants (in shares) | 0 | |||
Dividend on preferred stock--beneficial conversion feature | $ 551 | |||
Issuance of common stock to supplier | $ 0 | |||
Issuance of common stock to supplier (in shares) | 950,000 | |||
Other | $ 213 | |||
Other (in shares) | 313,271 | |||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | $ 0 | |||
Foreign currency translation | 0 | |||
Net loss | 0 | |||
Balance at end of period | $ 263,831 | $ 263,831 | ||
Balance at end of period (in shares) | 10,800,686 | 10,800,686 | ||
Accumulated Deficit [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | $ (250,738) | |||
Share-based compensation, employees and directors | 0 | |||
Issuance of preferred stock and warrants | 0 | |||
Dividend on preferred stock--beneficial conversion feature | (551) | |||
Issuance of common stock to supplier | 0 | |||
Other | 0 | |||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | 0 | |||
Foreign currency translation | 0 | |||
Net loss | (7,388) | |||
Balance at end of period | $ (258,677) | (258,677) | ||
Accumulated Deficit Attributable to Noncontrolling Interest in Nutra SA [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | 0 | |||
Share-based compensation, employees and directors | 0 | |||
Issuance of preferred stock and warrants | 0 | |||
Dividend on preferred stock--beneficial conversion feature | 0 | |||
Issuance of common stock to supplier | 0 | |||
Other | 0 | |||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | (1,929) | |||
Foreign currency translation | 0 | |||
Net loss | 0 | |||
Balance at end of period | (1,929) | (1,929) | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | (4,889) | |||
Share-based compensation, employees and directors | 0 | |||
Issuance of preferred stock and warrants | 0 | |||
Dividend on preferred stock--beneficial conversion feature | 0 | |||
Issuance of common stock to supplier | 0 | |||
Other | 0 | |||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | 0 | |||
Foreign currency translation | 474 | |||
Net loss | 0 | |||
Balance at end of period | $ (4,415) | $ (4,415) |
EQUITY, SHARE-BASED COMPENSAT38
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Warrant Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Equity Warrant [Member] | ||
Shares Under Warrants [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 6,367,139 | |
Issued (in shares) | 0 | |
Impact of anti-dilution clauses (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited, expired or cancelled (in shares) | 0 | |
Outstanding at end of period (in shares) | 6,367,139 | 6,367,139 |
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) | $ 5.78 | |
Outstanding at end of period (in dollars per share) | 5.78 | $ 5.78 |
Exercisable at end of period (in dollars per share) | $ 5.78 | |
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||
Outstanding, weighted average remaining contractual life | 2 years 8 months 12 days | 3 years 4 months 24 days |
Exercisable, weighted average remaining contractual life | 2 years 8 months 12 days | |
Liability Warrant [Member] | ||
Shares Under Warrants [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 726,489 | |
Issued (in shares) | 2,685,000 | |
Impact of anti-dilution clauses (in shares) | 1,063,379 | |
Exercised (in shares) | 0 | |
Forfeited, expired or cancelled (in shares) | 0 | |
Outstanding at end of period (in shares) | 4,474,868 | 726,489 |
Exercisable at end of period (in shares) | 4,474,868 | |
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning of period (in dollars per share) | $ 5.24 | |
Issued (in dollars per share) | 2.03 | |
Impact of anti-dilution clauses (in dollars per share) | 1.50 | |
Outstanding at end of period (in dollars per share) | 1.82 | $ 5.24 |
Exercisable at end of period (in dollars per share) | $ 1.82 | |
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||
Outstanding, weighted average remaining contractual life | 3 years 7 months 6 days | 2 years 10 months 24 days |
Issued | 4 years 6 months | |
Impact of anti-dilution clauses | 1 year 3 months 18 days | |
Exercisable, weighted average remaining contractual life | 3 years 7 months 6 days |
EQUITY, SHARE-BASED COMPENSAT39
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Text (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016$ / sharesshares | Feb. 29, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Jun. 30, 2016$ / shares | Jan. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Proceeds from issuance of preferred stock and warrants, net of issuance costs | $ 2,600 | $ 2,554 | $ 0 | ||||
Warrants [Member] | Expiration January, 2021 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 1.60 | $ 1.60 | $ 1.85 | $ 5.25 | |||
Warrants [Member] | Expiration August, 2021 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 2,660,000 | ||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 2 | ||||||
Proceeds allocated to derivative warrant liability | $ 2,500 | ||||||
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 | ||||||
Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fixed price per share held in escrow by supplier (in dollars per share) | $ / shares | $ 2.80 | ||||||
Series F Preferred Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Preferred stock authorized for issuance (in shares) | shares | 20,000,000 | 3,000 | 20,000,000 | 20,000,000 | |||
Preferred shares converted 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 | ||||||
Proceeds allocated to preferred stock | $ 500 | ||||||
Fair value of common stock issued | 2,700 | ||||||
Series F Preferred Stock [Member] | Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Underwriters cash fee | 200 | ||||||
Proceeds from issuance of preferred stock and warrants, net of issuance costs | 2,600 | ||||||
Offering expenses | 400 | ||||||
Gross proceeds | $ 3,000 | ||||||
Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock to issued to directors (in shares) | shares | 174,825 | ||||||
Fair value of common stock granted to director (in dollars per share) | $ / shares | $ 1.46 | ||||||
Directors [Member] | Warrants [Member] | Expiration January, 2021 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 25,000 | ||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 5.25 | ||||||
Directors [Member] | Note Payable [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Due to related parties | $ 300 | ||||||
Directors [Member] | Note Payable [Member] | Expiration January, 2021 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Due to related parties | $ 300 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Mar. 24, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Feb. 06, 2009 | Aug. 28, 2008 |
Loss Contingencies [Line Items] | ||||||||||
Amount of second installment on purchase agreement being withheld | $ 4,387,000 | $ 4,387,000 | $ 4,789,000 | |||||||
Gain recognized from contingencies | 0 | $ 0 | 1,598,000 | $ 0 | ||||||
Amount of escrow liability in accrued expenses | $ 0 | 0 | 1,921,000 | |||||||
Irgovel [Member] | Minimum [Member] | ||||||||||
Irgovel - Events of Default [Abstract] | ||||||||||
EBITDA triggering default status | $ 4,000,000 | |||||||||
Sellers [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Amount of second installment on purchase agreement being withheld | $ 1,000,000 | |||||||||
Amount held in escrow | $ 1,900,000 | $ 2,000,000 | ||||||||
Amount of escrow released | $ 1,900,000 | |||||||||
Repayment of term note | 1,000,000 | |||||||||
Fine amount per day established by court for violating order | $ 10,000 | $ 0 | ||||||||
Gain recognized from contingencies | $ 1,600,000 | |||||||||
Amount of escrow liability in accrued expenses | 1,900,000 | |||||||||
Pre-acquisition contingencies | $ 300,000 | |||||||||
Pending Litigation [Member] | Former Irgovel Stockholder David Resyng [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Damages sought by plaintiff | $ 3,000,000 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||||
Revenues | $ 8,824 | $ 8,917 | $ 29,420 | $ 29,982 | ||
Cost of goods sold | 6,918 | 6,860 | 23,293 | 24,634 | ||
Gross profit | 1,906 | 2,057 | 6,127 | 5,348 | ||
Depreciation and amortization (in selling, general and administrative) | (309) | (426) | (965) | (1,360) | ||
Other operating expense | (3,737) | (2,977) | (14,478) | (9,817) | ||
Loss from operations | (2,140) | (1,346) | (9,316) | (5,829) | ||
Net income (loss) attributable to RiceBran Technologies shareholders | (1,080) | (524) | (7,388) | (7,052) | ||
Interest expense | 746 | 761 | 2,578 | 2,434 | ||
Depreciation (in costs of goods sold) | 462 | 426 | 1,291 | 1,836 | ||
Purchases of property | 252 | 416 | 460 | 991 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||||
Inventories | 3,875 | 3,875 | $ 3,857 | |||
Property, net | 19,347 | 19,347 | 18,328 | |||
Goodwill | 790 | 790 | 3,258 | |||
Intangible assets, net | 476 | 476 | 1,225 | |||
Total assets | 31,226 | 31,226 | 33,635 | |||
Goodwill impairment charge | 0 | 0 | 3,024 | 0 | ||
USA [Member] | ||||||
Segment information for selected balance sheet accounts [Abstract] | ||||||
Goodwill | 790 | 790 | 790 | |||
Goodwill impairment charge | 0 | |||||
Brazil [Member] | ||||||
Segment information for selected balance sheet accounts [Abstract] | ||||||
Goodwill | 0 | 0 | 2,468 | |||
Goodwill impairment charge | 0 | $ 3,024 | 3,024 | |||
Corporate [Member] | ||||||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||||
Revenues | 0 | 0 | 0 | 0 | ||
Cost of goods sold | 0 | 0 | 0 | 0 | ||
Gross profit | 0 | 0 | 0 | 0 | ||
Depreciation and amortization (in selling, general and administrative) | (23) | (22) | (69) | (56) | ||
Other operating expense | (1,784) | (1,067) | (5,445) | (3,687) | ||
Loss from operations | (1,807) | (1,089) | (5,514) | (3,743) | ||
Net income (loss) attributable to RiceBran Technologies shareholders | (861) | (777) | (4,955) | (5,260) | ||
Interest expense | 353 | 348 | 1,486 | 999 | ||
Depreciation (in costs of goods sold) | 0 | 0 | 0 | 0 | ||
Purchases of property | 0 | 0 | 0 | 0 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||||
Inventories | 0 | 0 | 0 | |||
Property, net | 422 | 422 | 418 | |||
Goodwill | 0 | 0 | 0 | |||
Intangible assets, net | 0 | 0 | 0 | |||
Total assets | 1,869 | 1,869 | 3,497 | |||
Operating Segments [Member] | USA [Member] | ||||||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||||
Revenues | 8,261 | 5,036 | 24,793 | 16,988 | ||
Cost of goods sold | 5,764 | 3,719 | 17,190 | 11,770 | ||
Gross profit | 2,497 | 1,317 | 7,603 | 5,218 | ||
Depreciation and amortization (in selling, general and administrative) | (270) | (393) | (854) | (1,181) | ||
Other operating expense | (1,460) | (1,141) | (4,160) | (3,340) | ||
Loss from operations | 767 | (217) | 2,589 | 697 | ||
Net income (loss) attributable to RiceBran Technologies shareholders | 767 | (217) | 2,589 | 697 | ||
Interest expense | 0 | 0 | 0 | 0 | ||
Depreciation (in costs of goods sold) | 216 | 206 | 619 | 643 | ||
Purchases of property | 166 | 72 | 231 | 423 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||||
Inventories | 3,524 | 3,524 | 3,302 | |||
Property, net | 7,787 | 7,787 | 8,408 | |||
Goodwill | 790 | 790 | 790 | |||
Intangible assets, net | 476 | 476 | 1,225 | |||
Total assets | 16,172 | 16,172 | 15,260 | |||
Operating Segments [Member] | Brazil [Member] | ||||||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | ||||||
Revenues | 563 | 3,881 | 4,627 | 12,994 | ||
Cost of goods sold | 1,154 | 3,141 | 6,103 | 12,864 | ||
Gross profit | (591) | 740 | (1,476) | 130 | ||
Depreciation and amortization (in selling, general and administrative) | (16) | (11) | (42) | (123) | ||
Other operating expense | (493) | (769) | (4,873) | (2,790) | ||
Loss from operations | (1,100) | (40) | (6,391) | (2,783) | ||
Net income (loss) attributable to RiceBran Technologies shareholders | (986) | 470 | (5,022) | (2,489) | ||
Interest expense | 393 | 413 | 1,092 | 1,435 | ||
Depreciation (in costs of goods sold) | 246 | 220 | 672 | 1,193 | ||
Purchases of property | 86 | $ 344 | 229 | $ 568 | ||
Segment information for selected balance sheet accounts [Abstract] | ||||||
Inventories | 351 | 351 | 555 | |||
Property, net | 11,138 | 11,138 | 9,502 | |||
Goodwill | 0 | 0 | 2,468 | |||
Intangible assets, net | 0 | 0 | 0 | |||
Total assets | $ 13,185 | $ 13,185 | $ 14,878 |
SEGMENT INFORMATION, Revenue by
SEGMENT INFORMATION, Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $ 8,824 | $ 8,917 | $ 29,420 | $ 29,982 |
Reportable Geographic Segment [Member] | USA [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 7,740 | 6,267 | 23,113 | 18,090 |
Reportable Geographic Segment [Member] | Brazil [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 289 | 255 | 3,264 | 6,157 |
Reportable Geographic Segment [Member] | Other International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $ 795 | $ 2,395 | $ 3,043 | $ 5,735 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ||
Total liabilities at fair value | $ 10,200 | |
Brazil [Member] | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ||
Total liabilities at fair value | 6,800 | |
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 | $ 2,838 | $ 678 |
Derivative Warrant Liability [Member] | Recurring [Member] | Minimum [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 0.60% | 0.90% |
Expected volatility | 69.00% | 71.00% |
Derivative Warrant Liability [Member] | Recurring [Member] | Maximum [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 0.90% | 1.20% |
Expected volatility | 85.00% | 89.00% |
Derivative Warrant Liability [Member] | Recurring [Member] | Weighted Average [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 0.80% | 1.10% |
Expected volatility | 81.00% | 78.00% |
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 | $ 2,838 | $ 678 |
FAIR VALUE MEASUREMENTS, Unobse
FAIR VALUE MEASUREMENTS, Unobservable Input Reconciliation (Details) - Recurring [Member] - Derivative Warrant Liability [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward] | |||
Fair Value as of Beginning of Period | $ (678) | $ (955) | |
Total Realized and Unrealized Gains (Losses) | [1] | 314 | 1,211 |
Issuance of New Instruments | (2,474) | (724) | |
Fair Value, at End of Period | $ (2,838) | $ (468) | |
[1] | Included in change in fair value of derivative warrant liabilities in our unaudited condensed consolidated statements of operations. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jul. 05, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jan. 31, 2016 |
Related Party Transaction [Line Items] | ||||||
Interest paid | $ 1,319,000 | $ 1,306,000 | ||||
LF-RB Group [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest percentage | 9.00% | |||||
Legal fees and other expenses paid in cash | $ 50,000 | |||||
Legal fees and other expense paid in shares (in shares) | 100,000 | |||||
Baruch Halpern [Member] | Note Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | $ 300,000 | |||||
Stated annual interest rate | 11.75% | |||||
Baruch Halpern [Member] | Note Payable [Member] | Expiration January, 2021 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | $ 300,000 | |||||
Baruch Halpern [Member] | Subordinated Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | $ 2,600,000 | 2,600,000 | ||||
Additioanl amount, due to related party | 137,500 | |||||
Interest paid | 100,000 | $ 100,000 | 200,000 | 200,000 | ||
Baruch Halpern [Member] | Warrants [Member] | Expiration January, 2021 [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 | |||||
W. John Short [Member] | Subordinated Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | 50,000 | 50,000 | ||||
Interest paid | $ 2,000 | $ 2,000 | $ 5,000 | $ 5,000 |
FAILURE TO COMPLY WITH NASDAQ46
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS (Details) - USD ($) | Aug. 18, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS [Abstract] | ||||
Nasdaq minimum stockholders' equity listing requirement | $ 2,500,000 | |||
Stockholders' equity (deficit) | $ (1,190,000) | $ (36,000,000) | $ 7,268,000 | |
Nasdaq grant of extension period to regain compliance | 180 days |
SEVERANCE ACTIVITIES (Details)
SEVERANCE ACTIVITIES (Details) | Sep. 30, 2016USD ($) |
SEVERANCE ACTIVITIES [Abstract] | |
Accrued estimated severance payments | $ 700,000 |