Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 17, 2017 | Jun. 30, 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 Public Float | $ 14,618,753 | ||
Entity Common Stock, Shares Outstanding | 10,899,047 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 451 | $ 1,070 |
Restricted cash | 0 | 1,921 |
Accounts receivable, net of allowance for doubtful accounts of $491 and $512 (variable interest entity restricted $398 and $1,003) | 2,085 | 2,169 |
Inventories | 3,773 | 3,857 |
Operating taxes recoverable | 6 | 809 |
Deposits and other current assets | 1,213 | 895 |
Total current assets | 7,528 | 10,721 |
Property and equipment, net (variable interest entity restricted $2,481 and $2,102) | 18,933 | 18,328 |
Goodwill | 790 | 3,258 |
Intangible assets, net | 242 | 1,225 |
Operating taxes recoverable | 1,241 | 0 |
Other long-term assets | 111 | 103 |
Total assets | 28,845 | 33,635 |
Current liabilities: | ||
Accounts payable | 3,710 | 2,514 |
Accrued salary, wages and benefits | 3,828 | 2,325 |
Accrued expenses | 3,945 | 4,789 |
Current maturities of debt (variable interest entity nonrecourse $6,816 and $2,750) | 9,878 | 5,050 |
Total current liabilities | 21,361 | 14,678 |
Long-term debt, less current portion (variable interest entity nonrecourse $0 and $3,553) | 6,009 | 10,908 |
Derivative warrant liabilities | 1,527 | 678 |
Deferred tax liability | 29 | 34 |
Total liabilities | 28,926 | 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 December 31, 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, 10,790,351 and 9,537,415 shares issued and outstanding at December 31, 2016 and 2015, respectively | 264,232 | 262,895 |
Accumulated deficit | (259,819) | (250,738) |
Accumulated deficit attributable to noncontrolling interest in Nutra SA | (699) | 0 |
Accumulated other comprehensive loss | (4,346) | (4,889) |
Total (deficit) equity attributable to RiceBran Technologies shareholders | (632) | 7,268 |
Total liabilities, temporary equity and (deficit) equity | $ 28,845 | $ 33,635 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 491 | $ 512 |
Current liabilities: | ||
Current portion of long-term debt (nonrecourse) | 9,878 | 5,050 |
Long-term liabilities: | ||
Long-term debt, less current portion (nonrecourse) | $ 6,009 | $ 10,908 |
(Deficit) 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) | 10,790,351 | 9,537,415 |
Common stock, shares outstanding (in shares) | 10,790,351 | 9,537,415 |
Variable Interest Entity [Member] | ||
Current assets: | ||
Accounts receivable, variable interest entity restricted | $ 398 | $ 1,003 |
Variable interest entity restricted portion of property and equipment, net | 2,481 | 2,102 |
Current liabilities: | ||
Current portion of long-term debt (nonrecourse) | 6,816 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements of Operations [Abstract] | ||
Revenues | $ 39,405 | $ 39,896 |
Cost of goods sold | 31,436 | 31,826 |
Gross profit | 7,969 | 8,070 |
Operating expenses: | ||
Selling, general and administrative | 14,808 | 12,567 |
Depreciation and amortization | 1,268 | 1,779 |
Goodwill impairment | 3,024 | 0 |
Total operating expenses | 19,100 | 14,346 |
Loss from operations | (11,131) | (6,276) |
Other income (expense): | ||
Interest income | 100 | 107 |
Interest expense - accreted | (639) | (455) |
Interest expense - other | (3,393) | (2,646) |
Change in fair value of derivative warrant liabilities | 1,625 | 1,001 |
Gain on resolution of Irgovel purchase litigation | 1,598 | 0 |
Foreign currency translation gain (loss) | 85 | (370) |
Loss on extinguishment of debt | 0 | (1,904) |
Other income (expense) | 546 | (209) |
Total other expense | (78) | (4,476) |
Loss before income taxes | (11,209) | (10,752) |
Income tax (expense) benefit | (41) | 176 |
Net loss | (11,250) | (10,576) |
Net loss attributable to noncontrolling interest in Nutra SA | 2,720 | 2,308 |
Net loss attributable to RiceBran Technologies shareholders | (8,530) | (8,268) |
Dividends on preferred stock - beneficial conversion feature | (551) | 0 |
Net loss attributable to RiceBran Technologies common shareholders | $ (9,081) | $ (8,268) |
Loss per share attributable to RiceBran Technologies common shareholders | ||
Basic (in dollars per share) | $ (0.97) | $ (0.90) |
Diluted (in dollars per share) | $ (0.97) | $ (0.90) |
Weighted average number of shares outstanding | ||
Basic (in shares) | 9,338,370 | 9,187,983 |
Diluted (in shares) | 9,338,370 | 9,187,983 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements of Comprehensive Loss [Abstract] | ||
Net loss | $ (11,250) | $ (10,576) |
Other comprehensive income (loss) - foreign currency translation, net of tax | 775 | (2,573) |
Comprehensive loss, net of tax | (10,475) | (13,149) |
Comprehensive loss attributable to noncontrolling interest, net of tax | 2,488 | 3,147 |
Total comprehensive loss attributable to RiceBran Technologies shareholders | $ (7,987) | $ (10,002) |
Consolidated Statements of Chan
Consolidated Statements of Changes in (Deficit) Equity - USD ($) $ in Thousands | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit Attributable to Noncontrolling Interest in Nutra SA [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2014 | $ 261,299 | $ (242,470) | $ 0 | $ (3,157) | $ 15,672 |
Balance (in shares) at Dec. 31, 2014 | 9,383,571 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | $ 857 | 0 | 0 | 0 | 857 |
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes (in shares) | 139,047 | ||||
Warrants issued to subordinated debt holders | $ 699 | 0 | 0 | 0 | 699 |
Other | $ 40 | 0 | 0 | 0 | 40 |
Other (in shares) | 14,797 | ||||
Foreign currency translation | $ 0 | 0 | 0 | (1,732) | (1,732) |
Net loss | 0 | (8,268) | 0 | 0 | (8,268) |
Balance at Dec. 31, 2015 | $ 262,895 | (250,738) | 0 | (4,889) | $ 7,268 |
Balance (in shares) at Dec. 31, 2015 | 9,537,415 | 9,537,415 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | $ 968 | 0 | 0 | 0 | $ 968 |
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes (in shares) | 132,163 | ||||
Issuance of preferred stock and warrants | $ (447) | (447) | |||
Issuance of preferred stock and warrants (in shares) | 0 | ||||
Dividend on preferred stock - beneficial conversion feature | $ 551 | (551) | 0 | 0 | 0 |
Issuance of common stock to supplier | $ 0 | 0 | |||
Issuance of common stock to supplier (in shares) | 950,000 | ||||
Other | $ 265 | 0 | 0 | 0 | 265 |
Other (in shares) | 170,773 | ||||
Foreign currency translation | $ 0 | 0 | 0 | 543 | 543 |
Net loss | 0 | (8,530) | 0 | 0 | (8,530) |
Balance at Dec. 31, 2016 | $ 264,232 | $ (259,819) | $ (699) | $ (4,346) | $ (632) |
Balance (in shares) at Dec. 31, 2016 | 10,790,351 | 10,790,351 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flow from operating activities: | ||
Net loss | $ (11,250) | $ (10,576) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,037 | 4,063 |
Goodwill impairment | 3,024 | 0 |
Gain on resolution of Irgovel purchase litigation | (1,598) | 0 |
Provision for doubtful accounts receivable | 73 | 185 |
Share-based compensation | 1,275 | 898 |
Change in fair value of derivative warrant liabilities | (1,625) | (1,001) |
Loss on extinguishment of debt | 0 | 1,904 |
Deferred tax benefit | (5) | (192) |
Interest accreted | 639 | 455 |
Other | 71 | 75 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 228 | 63 |
Inventories | 248 | (677) |
Accounts payable and accrued expenses | 2,448 | 1,392 |
Other | (495) | (383) |
Net cash used in operating activities | (3,930) | (3,794) |
Cash flows from investing activities: | ||
Change in restricted cash | 1,921 | 0 |
Proceeds from sale of property | 4 | 0 |
Purchases of property | (720) | (1,068) |
Net cash provided by (used in) investing activities | 1,205 | (1,068) |
Cash flows from financing activities: | ||
Payments of debt | (38,153) | (23,823) |
Proceeds from issuance of debt, net of issuance costs | 35,605 | 25,991 |
Proceeds from issuance of debt and warrants, net of issuance costs | 300 | 0 |
Proceeds from issuance of preferred stock and warrants, net of issuance costs | 2,554 | 0 |
Proceeds from sale of membership interests in Nutra, SA | 1,740 | 0 |
Payment of payroll taxes on stock-based compensation through shares withheld | (43) | 0 |
Net cash provided by financing activities | 2,003 | 2,168 |
Effect of exchange rate changes on cash and cash equivalents | 103 | 154 |
Net change in cash and cash equivalents | (619) | (2,540) |
Cash and cash equivalents, beginning of year | 1,070 | 3,610 |
Cash and cash equivalents, end of year | 451 | 1,070 |
Supplemental disclosures: | ||
Cash paid for interest | 1,629 | 1,817 |
Cash paid for income taxes | $ 20 | $ 26 |
GOING CONCERN, MANAGEMENT PLANS
GOING CONCERN, MANAGEMENT PLANS AND GENERAL BUSINESS | 12 Months Ended |
Dec. 31, 2016 | |
GOING CONCERN, MANAGEMENT PLANS AND GENERAL BUSINESS [Abstract] | |
GOING CONCERN, MANAGEMENT PLANS AND GENERAL BUSINESS | NOTE 1. GOING CONCERN, MANAGEMENT PLANS AND GENERAL BUSINESS Going Concern and Management’s Plans We continued to experience losses and negative cash flows from operations throughout 2016, resulting in accumulated deficit of $260 million which raises substantial doubt about our ability to continue as a going concern within one year from the date of this filing. Despite these historical losses and negative cash flows, management believes it has plans in place that will mitigate these historical conditions. Specifically, we completed an $8 million debt and equity raise in February 2017, as further described below. Consequently, we believe that the USA segment is adequately funded at this time to allow us to operate and execute on our business strategy for achieving consistent and positive operational cash flows. We continue to 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 financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. 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. 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. In March 2016, the restricted cash previously held in a $1.9 million escrow account associated with the purchase of Irgovel (see Note 15) 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 17). In February 2017, we issued and sold preferred stock and warrants that netted approximately $1.85 million after deducting fees and expenses related to the offering. Additionally, in February 2017, we entered into a securities purchase agreement whereby we sold and issued original issue discount senior secured debentures that netted approximately $5.6 million after expenses (together, the “February 2017 Transactions,” see Note 20 for additional details on these February 2017 Transactions). Funds received from the February 2017 Transactions were used to repay amounts due to the Lender in full of approximately $3.8 million, pay down the principal balance and interest due to the subordinated note holders totaling $0.5 million and for working capital and capital expenditure needs in our USA segment. 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. (“Irgovel”), located in Pelotas, Brazil. Irgovel completed the final stages of a major capital expansion during the first quarter of 2015. Throughout 2014, significant cash was used during the shutdown period and subsequent restart of the plant. In 2016, 2015 and 2014, we invested $1.1 million, $3.6 million and $10.3 million, respectively, in Nutra SA to fund completion of the capital project and Irgovel working capital needs. Under the terms of the February 2017 Transactions, we are prohibited from contributing additional funding to Irgovel. Beginning in the second quarter of 2016 and through the fourth quarter of 2016, the Brazil segment 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 operating liabilities resulted in suppliers refusing to ship raw bran and other materials necessary to maintain steady operation of the plant. In addition to the Brazil segment working capital issues, the funds necessary to meet scheduled debt payments no longer existed 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 the second half of 2016, our minority partner (the “Investors”) contributed $1.65 million to Irgovel and an additional $0.4 million in the first quarter of 2017. With this equity support, Irgovel management has negotiated various raw bran supply agreements that will allow Irgovel to obtain rice bran on a consistent basis with set pricing. As a result, the Irgovel plant was able to return to a more normalized operational level in the middle of the fourth quarter of 2016 and to begin repairing vendor relationships overall. We continue to closely monitor Irgovel’s operations and related funding requirements. General Business We are an ingredient company serving food, animal nutrition and specialty markets 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. 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, and ProRyza, rice bran protein-based products, and a variety of other valuable derivatives extracted from these core products. Our target markets are natural food, functional food, nutraceutical supplement and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally. We have two reportable operating segments: (i) USA segment, which manufactures and distributes SRB (for food 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 food and animal nutrition products derivatives and co-products. Stage II refers to the proprietary, patented processes run at our Dillon, Montana facility and includes products produced at that facility. 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 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 processes to support the production of healthy, natural, hypoallergenic, gluten free, and non-genetically modified ingredients and supplements for use in meats, baked goods, cereals, coatings, health foods, nutritional supplements, nutraceuticals and high-end animal nutrition and health products. The USA segment produces SRB inside two supplier rice mills in California and our facility in Mermentau, Louisiana. A facility located in Lake Charles, Louisiana has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces our Stage II products: 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, and ProRyza, rice bran protein-based products, and a variety of other valuable derivatives extracted from these core products. The manufacturing facilities included in our USA segment have proprietary processing equipment and process patented technology for the stabilization and further processing of rice bran into finished products. In 2016, approximately 84% of USA segment revenue was from sales of food ingredient products and the remainder was from sales of animal nutrition products. The Brazil segment consists of the consolidated operations of Nutra SA, whose only operating subsidiary is Irgovel, located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the food ingredient and animal nutrition markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. Irgovel also produces rice lecithin, which has application in food ingredient products, animal nutrition and industrial applications. DRB is compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market, sold as a raw material for further processing into food ingredient products or sold in bulk into the animal nutrition markets in Brazil and neighboring countries. In 2016, approximately 58% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation Use of Estimates Reclassifications Cash and Cash Equivalents Accounts Receivable and Allowance for Doubtful Accounts Inventories – Property and Equipment We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. Goodwill Intangible Assets We regularly perform reviews to determine if facts and circumstances exist which indicate that the useful lives of our intangible assets are shorter than originally estimated or the carrying amount of these assets may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. We also evaluate the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Revenue Recognition We make provisions for estimated returns, discounts and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities. Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold. Selling, General and Administrative Expenses Research and Development Share-Based Compensation – For restricted stock awards (“RSAs”), share-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Compensation expense related to service-based RSAs is recognized on a straight-line basis over the requisite service period for the entire award. We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally we value stock options granted to non-employees and consultants using the Black-Scholes-Merton valuation model and RSAs at fair value. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The expense associated with stock awards issued to consultants or other third parties are recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The value is re-measured each reporting period over the requisite service period. Share Sequencing Derivative Warrant Liabilities – Foreign Currencies and Currency Translation Income Taxes Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in Brazil. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that may be different from current estimates of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when it is determined that the liabilities are no longer necessary. Recent Accounting Standards Recent accounting standards not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance on revenue from contracts with customers to clarify the principles for recognizing revenue and develop a common revenue standard for GAAP and 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. An entity may choose to adopt the new standard either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the new standard. The guidance is effective for our annual and interim periods beginning in 2018, however, early adoption is permitted. We have begun to evaluate the impact that adoption of this guidance will have on our consolidated financial statements but have not completed the evaluation and implementation process. We have not yet selected a transition method but have determined that we will utilize the deferred effective date of January 1, 2018 to 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. In January 2017, the FASB issued a new goodwill impairment standard that simplifies the goodwill impairment testing methodology. The new standard eliminates Step 2 of the goodwill impairment test, in which an entity determines the fair value at the test date of its assets and liabilities using the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. It is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We will early adopt the standard as of January 1, 2017. We do not expect the standard to have a material effect on our results of operations. Recently adopted accounting standards 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. In August 2014, the 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 adopted this standard in the fourth quarter of 2016, and it did not have a material effect on our results of operations. |
LOSS PER SHARE ("EPS")
LOSS PER SHARE ("EPS") | 12 Months Ended |
Dec. 31, 2016 | |
LOSS PER SHARE ("EPS") [Abstract] | |
LOSS PER SHARE ("EPS") | NOTE 3. 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 stock 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. 2016 2015 NUMERATOR (in thousands): Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (8,530 ) $ (8,268 ) Dividend on preferred stock--beneficial conversion feature (551 ) - Basic and diluted - net loss attributable to RiceBran Technologies common shareholders $ (9,081 ) $ (8,268 ) DENOMINATOR: Basic EPS - weighted average number of common shares outstanding 9,338,370 9,187,983 Effect of dilutive securities outstanding - - Diluted EPS - weighted average number of shares outstanding 9,338,370 9,187,983 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 305,355 305,690 Warrants 10,308,778 6,879,792 Nonvested shares of common stock 1,132,724 282,929 Convertible preferred stock 1,708,791 - The impacts of potentially dilutive securities outstanding at December 31, 2016 and 2015, were not included in the calculation of diluted EPS in 2016 and 2015 because to do so would be anti-dilutive. Those securities listed in the table above which were anti-dilutive in 2016 and 2015, which remain outstanding, could potentially dilute EPS in the future. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | 12 Months Ended |
Dec. 31, 2016 | |
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | NOTE 4. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA We hold a variable interest which relates to our equity interest in Nutra SA (see Note 1). In December 2010, we entered into a membership interest purchase agreement (“MIPA”) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (the “Investors”). The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest. 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 consolidated financial statements. The Investors’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA in the consolidated statements of operations and redeemable noncontrolling interest in Nutra SA in the consolidated balance sheets. 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 consolidated balance sheet at December 31, 2016. Prior to June 30, 2016, the redeemable noncontrolling interest was reflected in the total temporary equity section of our consolidated balance sheet. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands). December 31, 2016 2015 Cash and cash equivalents $ 109 $ 104 Other current assets (restricted $398 and $1,003) 1,696 2,760 Property and equipment, net (restricted $2,481 and $2,102) 10,889 9,502 Goodwill and intangibles, net - 2,468 Other noncurrent assets 1,326 43 Total assets $ 14,020 $ 14,877 Current liabilities $ 8,031 $ 4,647 Current portion of long-term debt (nonrecourse) 6,816 2,750 Long-term debt, less current portion (nonrecourse) - 3,553 Total liabilities $ 14,847 $ 10,950 Nutra SA’s debt is secured by its accounts receivable and property and equipment. The non-Brazilian entities in the consolidated 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”). In 2016 and 2015, we invested $1.1 million and $3.6 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 the Investors. In 2016, the Investors contributed $1.74 million to Nutra SA. Under the terms of the February 2017 Transactions, we are prohibited from contributing additional capital to Irgovel. A summary of changes in redeemable noncontrolling interest and the Investor’s interest in Nutra SA follows (in thousands): 2016 2015 Redeemable noncontrolling interest in Nutra SA, beginning of period $ 69 $ 2,643 Investors' interest in net loss of Nutra SA (2,720 ) (2,308 ) Investors' interest in accumulated other comprehensive loss of Nutra SA 232 (839 ) Investors' purchase of additional units 1,740 - Other cash equity adjustment (20 ) - Accumulated Yield classified as other current liability - 573 Redeemable noncontrolling interest in Nutra SA, end of period $ (699 ) $ 69 Investors' average interest in Nutra SA during the period 32.8 % 32.9 % Investors' interest in Nutra SA at the end of the period 34.9 % 32.0 % The Investors have drag along rights which provide the Investors the ability 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 December 31, 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 exercise their 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 original LLC Agreement, as amended, any units held by the Investors beginning January 1, 2014, accrued a yield at 4% (“Yield”). The LLC Agreement was further amended in August 2015 to eliminate the Yield, which resulted in the reversal of the Yield accrued since January 1, 2014, in the amount of $0.6 million. Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to us and the Investors in proportion to our additional capital preference percentages (with respect to us, this means total contributions we make on or after June 3, 2015 as a percentage of the total contributions we make after June 3, 2015 plus the amount contributed by the investors as of April 30, 2015; with respect to the Investors, this means the amount contributed by the investors as of April 30, 2015, as a percentage of the amount contributed by the investors as of April 30, 2015, plus total contributions we make on or after June 3, 2015), (ii) second, to the Investors in an amount equal to 2.0 times the Investors’ capital contributions, less the aggregate amount of distributions paid to the Investors, (iii) third, to us in an amount equal to twice the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iv) fourth, to us and the Investors in proportion to our respective membership interests. Under the LLC Agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA. As of December 31, 2016, there have been no unwaived events of default. Events of default, as defined in the MIPA and the October 2013 amendment of investment agreements, are failure of Irgovel to meet minimum annual processing targets or to achieve EBITDA on a local currency basis of at least R$4.0 million annually. As of December 31, 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. They do have drag along rights in the future. We will continue to evaluate our ability to control Nutra SA each reporting period. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2016 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 5. INVENTORIES Inventories are composed of the following (in thousands): As of December 31, 2016 2015 Finished goods $ 1,055 $ 1,575 Work in process 704 270 Raw materials 1,082 1,259 Packaging supplies 932 753 Total inventories $ 3,773 $ 3,857 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
PROPERTY AND EQUIPMENT [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6. PROPERTY AND EQUIPMENT Property and equipment consists of the following (in thousands): As of December 31, 2016 2015 Estimated Useful Lives Land $ 342 $ 323 Furniture and fixtures 545 433 5-10 years Plant 14,586 13,122 25-30 years, or life of lease Computer and software 1,715 1,594 3-5 years Leasehold improvements 689 640 4-7 years or life of lease Machinery and equipment 20,357 17,782 5-10 years Subtotal 38,234 33,894 Less accumulated depreciation 19,301 15,566 Property and equipment, net $ 18,933 $ 18,328 Depreciation expense was $2.0 million and $2.6 million in 2016 and 2015, respectively. Effective June 30, 2015, as a result of plant operational changes, Irgovel extended the estimated useful lives on its machinery and equipment from an average of 5 years to an average of 10 years. As a result, 2015 depreciation in cost of goods sold was approximately $0.3 million lower than it would have been prior to the change and loss per share was impacted favorably in 2015 by approximately $0.04 per share. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2016 | |
GOODWILL [Abstract] | |
GOODWILL | NOTE 7. GOODWILL A summary of goodwill activity follows for 2016 and 2015 (in thousands). USA Brazil Total Balance, December 31, 2014 $ 790 $ 3,641 $ 4,431 Effect of change in exchange rate - (1,173 ) (1,173 ) Balance, December 31, 2015 790 2,468 3,258 Goodwill impairment - (3,024 ) (3,024 ) Effect of change in exchange rate - 556 556 Balance, December 31, 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. These events resulted in the need to perform an interim impairment test of our goodwill as of June 30, 2016, which resulted in an estimated goodwill write-down of $3.0 million in the second quarter of 2016, which was recorded in our Brazil segment. In the third quarter of 2016, we completed the two-step goodwill impairment assessment to determine if any adjustment to the goodwill impairment charge was required. Based on the assessment, no modification of the initial impairment estimated was required in the third quarter of 2016. We performed a qualitative test of goodwill for impairment during the fourth quarter of 2016. The results of the impairment test indicated that the fair value of our USA segment related goodwill was in excess of the carrying value, and thus was not impaired. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | NOTE 8. INTANGIBLE ASSETS Intangible assets consist of the following (in thousands): USA Segment Total Patents Trademarks Customer Lists Intangible Assets December 31, 2016 Cost $ 1,498 $ 76 $ 6,524 $ 8,098 Accumulated amortization (1,334 ) - (6,522 ) (7,856 ) Net book value $ 164 $ 76 $ 2 $ 242 December 31, 2015 Cost $ 1,498 $ 76 $ 6,524 $ 8,098 Accumulated amortization (1,215 ) - (5,658 ) (6,873 ) Net book value $ 283 $ 76 $ 866 $ 1,225 Estimated useful lives 17 years 3 years 3 - 7 years Amortization expense was $1.0 million and $1.5 million in 2016 and 2015, respectively. Future amortization expense for the remaining unamortized balance as of December 31, 2016 is estimated as follows (in thousands): Years Ending December 31, Amortization Expense 2017 $ 130 2018 71 2019 30 2020 4 2021 4 Thereafter 3 Total amortization expense $ 242 |
SEVERANCE ACTIVITIES
SEVERANCE ACTIVITIES | 12 Months Ended |
Dec. 31, 2016 | |
SEVERANCE ACTIVITIES [Abstract] | |
SEVERANCE ACTIVITIES | NOTE 9. SEVERANCE ACTIVITIES On August 27, 2016, W. John Short’s employment as our chief executive officer was terminated. On November 18, 2016, the Company and Mr. Short entered into a Mutual Release Agreement (the “Release Agreement”), under which we resolved all matters related to Mr. Short’s separation from employment with the Company and Mr. Short’s service on our board of directors. The Release Agreement was effective on November 23, 2016. Pursuant to the Release Agreement, Mr. Short resigned from our board of directors, which resignation was effective November 29, 2016. Pursuant to the Release Agreement, Mr. Short will receive the following payments: (i) an initial payment of $220,000; (ii) an additional payment of $225,000, payable on or before January 15, 2017; (iii) fifteen equal monthly installments of $17,000, with the first installment being paid on or before February 15, 2017; and (iv) $80,000, which represents the value of Mr. Short’s compensation had he continued to serve on our board of directors. Payment of the amounts described in parts (i), (ii) and (iv) of this paragraph were made in accordance with the Release Agreement. Payment of the amounts described in part (iii) of this paragraph will accelerate in the event we complete certain asset sales, other than those made in the ordinary course of business. In addition to the payments described above, the Release Agreement also provides for (i) a mutual release by Mr. Short and the Company, (ii) payment to Mr. Short’s attorneys for legal fees incurred by Mr. Short in connection with matters related to Mr. Short’s employment agreement and this Release Agreement, and (iii) full vesting of any unvested restricted stock held by Mr. Short. During 2016, the USA segment recorded severance expense of approximately $0.7 million associated with the Release Agreement, of which $0.3 million had been paid as of December 31, 2016. The remaining outstanding obligations as of December 31, 2016 are expected to be paid during the next 15 months. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2016 | |
DEBT [Abstract] | |
DEBT | NOTE 10. DEBT The following table summarizes current and long-term portions of debt as of December 31, 2016 and 2015 (in thousands): 2016 2015 Corporate segment: Senior revolving loan $ 1,725 $ 1,617 Senior term note, net of debt issuance costs 917 1,407 Subordinated notes, net, maturing in May 2018, principal $6.3 million 6,310 6,310 Subordinated notes, net, paid in July 2016 - 205 Other 119 116 9,071 9,655 Brazil segment: Capital expansion loans 2,454 2,067 Working capital lines of credit 401 828 Advances on customer export orders 1,113 1,310 Special tax programs 2,767 2,064 Other 81 34 6,816 6,303 Total debt 15,887 15,958 Current portion 9,878 5,050 Long-term portion $ 6,009 $ 10,908 Required future minimum payments on our debt as of December 31, 2016, follow (in thousands). Corporate Segment Brazil Segment Total 2017 $ 3,223 $ 2,769 $ 5,992 2018 20 752 772 2019 5,966 679 6,645 2020 - 515 515 2021 - 503 503 Thereafter - 1,598 1,598 9,209 6,816 16,025 Debt issuance costs (138 ) - (138 ) Total debt $ 9,071 $ 6,816 $ 15,887 Corporate Segment Senior Revolving Loan and Term Note In May 2015, we entered into an $8 million senior secured credit facility agreement with a lender (the “Lender”) consisting of a $3.5 million revolving loan, not to exceed a borrowing base, as defined in the agreement, and an initial $2.5 million term loan, which term loan may be increased at the Lender’s discretion by up to $2.0 million within 2 years. The funds were used for general corporate purposes and to provide working capital to facilitate future growth. The facility is secured by a senior interest in substantially all of our assets, excluding half of our interest in Nutra SA and RBT PRO, LLC. The credit facility matures on June 1, 2018, with the potential for two one-year maturity extensions. The loan bears interest at a variable interest rate based on LIBOR, with a 0.75% floor and 1.25% cap, plus 10.75% per annum, (11.5% at December 31, 2016) and we will pay certain fees under the agreement. We issued The May 2015 agreement with the Lender included certain financial and non-financial covenants such as a requirement that we maintain $2.0 million of total liquidity at all times which is defined as $1.0 million in cash on hand and $1.0 million of available borrowings. In February 2016, we entered into an agreement with the Lender which modified the financial 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 two quarters of 2016, any non-compliance with the financial covenants in the May 2015 agreement. The amendment with the Lender requires that we repay $1.0 million of the senior term note which occurred on March 24, 2016. In consideration for the amendments, we paid and expensed $0.1 million to the Lender in 2016. In June 2016 and September 2016, we amended our agreements with the Lender to extend the prior modification of the loan agreement to December 31, 2016 The amendments required that we maintain cash on hand, including availability under our revolving loan with the Lender, of not less than approximately $1.3 million, provided that at least $0.5 million of such amount must be in the form of cash on hand (see Note 11 for additional information related to the repricing of the warrant associated with these modifications). We also paid an approximately $0.2 million amendment fee in the third quarter of 2016, which was added to the outstanding loan balance. The Lender also waived, for the first three quarters of 2016, any non-compliance with the financial covenants in the May 2015 agreement. In November 2016, we entered into a limited waiver and amendment agreement with the Lender to waive any specified defaults (as defined in the agreement) and requiring we maintain We also paid an approximately $0.2 million extension fee in the fourth quarter of 2016 related to this agreement, which was added to the outstanding loan balance. See Note 20 for additional information related to 2017 debt refinancing transactions, including full repayment of amounts owed to the Lender. Subordinated Notes In May 2015, the terms of subordinated notes in the principal amount of $6.3 million were amended to extend the maturity dates from July 2016 to May 2018 and change the interest rate from 5% per year to an annual interest rate of LIBOR (as defined in the amendment) plus 11% (currently 11.75%) (the “Note Amendment”). Interest is payable quarterly. Principal was payable in seven quarterly installments of $0.3 million beginning in October 2016, with the remainder of principal due in May 2018. The holders of these notes received warrants to acquire 289,670 shares of common stock in the aggregate (exercise price of $5.25, May 2020 expiration). We accounted for the amendment as an extinguishment and reissuance. We recognized a $1.9 million loss on extinguishment equal to the total of (i) the difference between the $5.1 million carrying value of the notes on the date of the transaction and the $6.3 million face value of the notes and (ii) the $0.7 million fair value of the warrants at issuance. These notes are secured by a subordinated interest in substantially all of our assets, excluding our interest in Nutra SA and RBT PRO, LLC. The terms of subordinate notes in the principal amount of $0.2 million were not modified in May 2015. These notes were paid in full in July 2016. See Note 20 for additional information related to 2017 debt refinancing transactions, including modification of terms related to the Subordinated Notes and repricing of the related warrants. Brazil Segment As of December 31, 2016, Brazil had approximately $0.5 million (USD) of installment loans in arrears. The banks have not called these loans in default, and management continues to work with the lenders to renegotiate payment terms, however, all Brazil segment debt has been classified as current in the accompanying consolidated balance sheet as of December 31, 2016. All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on customer export orders which are denominated in U.S. Dollars. Capital Expansion Loans In December 2011, Irgovel entered into loan agreements with the Bank of Brazil. As of December 31, 2016, the remaining notes held a principal balance of R$8.0 million. The annual interest rate on the loans is 6.5%, payable quarterly and the loans mature December 2021. Irgovel must make monthly principal payments under each of the loans. In July 2012, Irgovel entered into an agreement with the bank under which it borrowed R$1.7 million at an annual interest rate of 5.5%. Interest is payable quarterly on the amounts outstanding and the maturity date of the loans is July 2019. Irgovel must make monthly principal payments under the loans. The capital expansion loans are secured by the related equipment. Working Capital Lines of Credit Irgovel has working capital lines of credit secured by accounts receivable. The total amount of borrowing cannot exceed 40%-100% of the collateral, depending on the agreement. The annual interest rates on this debt range from 8.4% to 34.8%, and average 19.9%. Principal maturities of amounts outstanding extend through December 2018. Advances on Customer Export Orders Irgovel obtains advances against certain customer export orders from various banks which must be evidenced subsequently by accounts receivable related to the export of its products. The annual interest rate on these advances is 30.7%. These amounts mature in 2017. Special Tax Programs Irgovel has an unsecured note payable for Brazilian federal and social security taxes under special government tax programs. Principal and interest payments are due monthly through January 2029. Interest on the notes is payable monthly at the Brazilian SELIC target rate, which was 13.8% at December 31, 2016. Provisions and Covenants As of December 31, 2016, we are in compliance with the provisions and financial covenants associated with our debt agreements, as modified and discussed above. |
EQUITY AND SHARE-BASED COMPENSA
EQUITY AND SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
EQUITY AND SHARE-BASED COMPENSATION [Abstract] | |
EQUITY AND SHARE-BASED COMPENSATION | NOTE 11. EQUITY AND SHARE-BASED COMPENSATION Preferred Stock and Warrant Offering 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. In February 2016, in conjunction with the sale of the Series F Preferred Stock, we also sold warrants to purchase 2,660,000 shares of common stock (exercise price of $2.00 per share, exercisable beginning in August 2016 and expiring in August 2021). The placement agent for the offering received a cash fee of $0.2 million. The net proceeds from the offering were $2.6 million, after deducting placement agent discounts, commissions and other cash offering expenses of $0.4 million. On the date of issuance, we allocated $2.5 million of the $3.0 million gross proceeds to derivative warrant liability, to record the warrants at fair value and recorded the remaining $0.5 million proceeds as preferred stock. We recorded a dividend on preferred stock for the preferred stock beneficial conversion feature equal to the proceeds allocated to the preferred stock at issuance ($0.5 million), as the fair value of the common stock underlying the convertible preferred stock at issuance was $2.7 million. As a result of this offering, the exercise price of certain warrants that contain full ratchet anti-dilution provisions was reduced from $5.24 per share to $1.50 per share and the number of shares of common stock underlying these warrants increased from 426,489 shares to 1,489,868 shares. See Note 20 for additional information related to 2017 equity transactions, including issuance of Series G Preferred Stock and related warrants. Employee and Director RSA Issuances and Adjustments In June 2015, we issued 139,047 RSAs to directors and executive officers at a grant date fair value of $3.38 per share. Approximately 48% of these shares vest in equal annual installments over three years and the remaining shares vested in June 2016. In August 2014, we issued 281,620 shares of common stock to directors and executive officers at a grant date fair value of $4.91 per share. Approximately 16% of these shares were immediately vested, 19% of these shares vested in June 2015 and the remaining 65% vest in August 2017. In September 2016, we issued RSAs 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. As described in Note 9, in connection with Mr. Short’s Release Agreement, vesting of Mr. Short’s 147,836 unvested RSA awards was accelerated upon his release from the Company, and 36,959 of those shares were withheld to settle withholding tax obligations. Other Equity Issuances and Adjustments 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). On the date of issuance, we recorded the warrant at fair value as a derivative warrant liability, pursuant to the Share Sequencing, and recorded a corresponding debt discount which amortized to interest expense when we repaid the note and accumulated interest in full in March 2016. In February 2016, we issued 950,000 shares of common stock to a supplier. The shares are being held in escrow until earned (as defined in our agreement) by the supplier at a fixed price of $2.80 per share. As of December 31, 2016, 10,753 shares have been released from escrow. Any shares remaining in escrow as of February 8, 2026 are subject to recall by the Company. Any recalled shares will be cancelled. 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. In September 2016, we entered into an additional amendment agreement with our Lender to extend the prior modification of the loan agreement. In connection with this amendment, we repriced the warrant held by the Lender from $1.85 per share to $1.60 per share. Both prior to and subsequent to these modifications, we recorded the warrant at fair value as a derivative warrant liability, pursuant to the Share Sequencing, with changes in fair value recorded in the consolidated statements of operations. See Note 20 for additional information related to 2017 equity transactions, including repricing of existing warrants held by participants in the 2017 equity and debt transactions in addition to new warrant issuances to participants. Equity Incentive Plan, RSAs, Stock Options and Warrants Share-based compensation expenses related to stock option and RSA grants issued to employees and directors are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands): 2016 2015 USA $ 975 $ 804 Brazil 35 53 Total share-based compensation expense $ 1,010 $ 857 As of December 31, 2016, total compensation cost related to nonvested stock options and RSAs not yet recognized is $691,000, which is expected to be recognized over the next 0.7 years on a weighted-average basis. Company Plan Our board of directors adopted our 2014 Equity Incentive Plan in August 2014 (“2014 Plan”), after the plan was approved by shareholders. A total of 1,600,000 shares of common stock were initially reserved for issuance under the plan. Under the terms of the plan, we may grant stock options and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our board of directors administers the plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients. The stock options granted under the plan have terms of up to 10 years. As of December 31, 2016, stock options to purchase 170,811 shares have been granted and remain outstanding, 256,839 RSAs have been issued and remain unvested and 841,159 shares are reserved for future grants under the 2014 Plan. RSAs A summary of our RSA activity for 2016 follows. Number Weighted Average Grant Date Fair Value Fair Value Nonvested at December 31, 2015 324,229 $ 4.25 Granted 201,752 $ 1.42 Vested, including shares withheld to cover taxes (269,142 ) $ 3.86 $ 366,567 (a) Forfeited - NA Nonvested at December 31, 2016 256,839 $ 2.44 $ 264,544 (b) (a) The aggregate fair value of vested RSAs represents the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSAs had all such holders sold their underlying shares on that date. (b) The aggregate fair value of the nonvested RSAs represents the total pre-tax fair value, based on our closing stock price of $1.03 as of December 30, 2016 (the last trading day of the year), which would have been received by holders of RSAs had all such holders sold their underlying shares on that date. During 2016, the RSAs that vested for employees in the United States were net-share settled such that we withheld shares with value equivalent to the employees’ minimum statutory United States tax obligation for the applicable income and other employment taxes and remitted the equivalent cash amount to the appropriate taxing authorities. The total shares withheld during 2016 of 42,662 were based on the value of the RSAs on their vesting dates as determined by our closing stock price on such dates. For 2016, total payments for the employees’ tax obligations to the taxing authorities were approximately $43,000 and are reflected as a financing activity within the accompanying consolidated statement of cash flows. These net-share settlements had the effect of repurchases of our common stock as they reduced the number of shares outstanding as a result of the vesting and did not represent an expense to us. Stock Options A summary of stock option activity for 2016 and 2015 follows. Options Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2014 269,642 $ 12.12 7.9 Granted 110,993 3.26 Exercised - NA Forfeited, expired or cancelled (22,838 ) 20.21 Outstanding, December 31, 2015 357,797 12.12 7.9 Granted - NA Exercised - NA Forfeited, expired or cancelled (186,986 ) 8.88 Outstanding, December 31, 2016 170,811 $ 8.83 7.2 Exercisable, December 31, 2016 128,332 $ 10.53 6.8 As of December 31, 2016, our outstanding stock options have no intrinsic value. We did not grant stock options in 2016. The average fair value of stock options granted was $2.68 per share in 2015. The following are the assumptions used in valuing the 2015 stock option grants: 2015 Weighted Average Assumed volatility 90.7% - 112.5% 112.0% Assumed risk free interest rate 0.9% - 1.6% 1.6% Average expected life of options (in years) 6.2 Expected dividends - Forfeiture rate 5% The following table summarizes information related to outstanding and exercisable stock options as of December 31, 2016: Outstanding Exercisable Range of Exercise Prices Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 1.98 to $2.97 28,392 $ 2.80 8.7 15,664 $ 2.65 8.7 $ 3.47 34,790 3.47 8.5 17,390 3.47 8.5 $ 4.77 to $6.00 57,603 4.82 7.6 45,252 4.83 7.6 $ 16.00 43,235 16.00 4.9 43,235 16.00 4.9 $ 28.00 to $74.00 6,791 49.94 4.6 6,791 49.94 4.6 170,811 $ 8.83 7.2 128,332 $ 10.53 6.8 Warrants The following table summarizes warrant activity during 2016 and 2015: Equity Warrants Liability Warrants Total 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) Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance, December 31, 2014 6,077,470 $ 5.81 4.4 426,489 $ 5.24 2.9 6,503,959 $ 5.77 4.3 Granted 289,669 5.25 300,000 5.25 589,669 5.25 Exercised - NA - NA - NA Forfeited, expired or cancelled - NA - NA - NA Balance, December 31, 2015 6,367,139 5.78 3.4 726,489 5.24 2.9 7,093,628 5.73 3.4 Granted - NA 2,685,000 2.03 4.6 2,685,000 2.03 Impact of anti-dilution clauses - NA 1,063,379 1.50 0.9 1,063,379 1.50 Exercised - NA - NA - NA Forfeited, expired or cancelled (3,029 ) 46.80 - NA (3,029 ) 46.80 Balance, December 31, 2016 6,364,110 $ 5.77 2.4 4,474,868 $ 1.82 3.3 10,838,978 $ 4.14 2.8 Exercisable, December 31, 2016 6,364,110 $ 5.77 2.4 4,474,868 $ 1.82 3.3 10,838,978 $ 4.14 2.8 The following table summarizes information related to outstanding and exercisable warrants as of December 31, 2016: Outstanding and Exercisable Range of Exercise Prices Type of Warrant Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 1.50 to $1.60 Liability (1) 1,789,868 $ 1.52 1.3 $ 2.00 Liability (2) 2,660,000 2.00 4.6 $ 5.25 Equity (3) 2,336,358 5.25 2.4 $ 5.27 to $5.87 Equity 1,984,981 5.48 3.0 $ 6.55 to $16.80 Equity 2,067,771 6.61 2.0 10,838,978 $ 4.14 2.8 (1) Includes two warrants for 1,489,868 shares which contain full ratchet anti-dilution provisions and are classified as derivative warrant liabilities in our balance sheets. Under the anti-dilution clauses contained in these warrants, in the event of equity issuances (i.e. issuances of our common stock, certain awards of stock options to employees, and issuances of warrants and/or other convertible instruments) at prices below the exercise prices of these warrants, we may be required to lower the exercise price on these warrants and increase the number of shares underlying these warrants. The remaining warrant for 300,000 shares was issued to the Lender in May 2015 and contains a most favored nations anti-dilution provision. Under that provision, in the event of issuances of stock options and/or convertible instruments with anti-dilution provisions (providing for the adjustment of the exercise price, conversion price or other price or rate at which shares of common stock thereunder may be purchased, acquired or converted, and/or any upward adjustment in the number of shares of common stock issuable) we may be required to lower the exercise price on this warrant and/or increase the number of shares underlying this warrant. (2) The warrants were issued in February 2016, in conjunction with the sale of the Series F Preferred Stock, and are classified as derivative warrant liabilities in our balance sheets primarily due to the Share Sequencing. (3) Includes a warrant for 25,000 shares issued in January 2016 classified as a derivative warrant liability in our balance sheets due to the Share Sequencing. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 12. INCOME TAXES Deferred tax assets (liabilities) are comprised of the following (in thousands): As of December 31, 2016 2015 United States Net operating loss carryforwards $ 5,609 $ 4,007 Gain on sale of membership interests in Nutra SA 363 366 Stock options and warrants 724 719 Property 753 (174 ) Intangible assets 76 (274 ) Capitalized expenses 342 462 Debt and deferred financing 178 329 Other 486 345 Net deferred tax assets 8,531 5,780 Less: Valuation allowance (8,558 ) (5,814 ) Deferred tax asset (liability) (27 ) (34 ) Brazil Property (841 ) (731 ) Net operating loss carryforwards 7,040 4,320 Other 551 360 Net deferred tax assets 6,750 3,949 Less: Valuation allowance (6,750 ) (3,949 ) Deferred tax asset (liability) $ - $ - Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. We have determined it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly we have provided a valuation allowance for deferred tax assets. Our valuation allowance is on U.S. and Brazil deferred tax assets. The following table summarizes the change in the valuation allowance (in thousands). As of December 31, 2016 2015 Vaulation allowances at beginning of year $ 9,763 $ 7,763 Net operating loss 2,185 2,331 Brazil increase, net of foreign currency translation effects 2,801 82 Other 559 (413 ) Valuation allowances at end of year $ 15,308 $ 9,763 As of December 31, 2016, net operating loss carryforwards for U.S. federal tax purposes totaled $14.3 million and expire at various dates from 2018 through 2036. Net operating loss carryforwards for state tax purposes totaled $16.3 million as of December 31, 2016, and expire at various dates from 2017 through 2036. As of December 31, 2016, net operating loss carryforwards for Brazil tax purposes totaled $20.7 million and do not expire but may be subject to substantial annual limitations (generally 30% of taxable income in any year). Due to offerings and conversions that occurred in 2013 and 2014, we believe our ability to utilize previously accumulated net operating loss carryforwards are subject to substantial annual limitations due to “change in ownership” provisions of the Internal Revenue Code of 1986, as amended, and similar state regulations. Therefore in 2014, we recorded the impact of the expiration of substantial net operating loss carryforwards prior to utilization. We have not yet completed a formal analysis to determine the exact amount of such limitation, therefore, our estimate of the annual limitation is subject to change. We are subject to taxation in the U.S. federal jurisdiction and various state and local and non-U.S. jurisdictions. We record liabilities for income tax contingencies based on our best estimate of the underlying exposures. We are open for audit by the IRS for years after 2012 and, generally, by U.S. state tax jurisdictions after 2011. We are open for audit by the Brazilian tax authorities for years after 2011. Loss before income taxes is comprised of the following (in thousands): Years Ended December 31, 2016 2015 Foreign $ (8,300 ) $ (5,136 ) Domestic (2,924 ) (5,616 ) Loss before income taxes $ (11,224 ) $ (10,752 ) Foreign earnings are assumed to be permanently reinvested. U.S. federal income taxes have not been provided on undistributed earnings of our foreign subsidiary. The income tax expense of $41,000 in 2016 is all related to current state tax expense. The income tax benefit of $0.2 million in 2015 is related to U.S. federal and state deferred tax benefit and current state tax expense. Reconciliations between the amount computed by applying the U.S. federal statutory tax rate (34%) to loss before income taxes, and income tax benefit follows (in thousands): Years Ended December 31, 2016 2015 Income tax benefit at federal statutory rate $ (3,816 ) $ (3,656 ) Increase (decrease) resulting from: State tax benefit, net of federal tax effect (132 ) (176 ) Change in valuation allowance 4,572 3,601 Expiration of U.S. net operating losses 105 101 Reduction in deferred balances for forfeited, expired or cancelled options 168 75 Nontaxable fair value adjustment (553 ) (340 ) Nondeductible debt issuance expenses - 19 Impact of state rate changes 10 16 Nondeductible expenses (465 ) 91 Adjustments to U.S. deferred balances 152 93 Income tax benefit $ 41 $ (176 ) We recognize interest and penalties related to uncertain tax positions in selling, general and administrative expenses. We have not identified any uncertain tax positions requiring a reserve as of December 31, 2016 or 2015. We may be subject to potential examination by various taxing authorities in the United States and Brazil. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. We do not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 12 Months Ended |
Dec. 31, 2016 | |
CONCENTRATION OF RISK [Abstract] | |
CONCENTRATION OF RISK | NOTE 13. CONCENTRATION OF RISK Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of trade accounts receivable. We perform ongoing credit evaluations on our customers’ financial condition and generally do not require collateral. Revenues and accounts receivable from certain significant customers are stated below as a percent of consolidated totals for the years ended December 31, 2016 and 2015. % of Consolidated Revenue % of Consolidated Accounts Receivable Customer Segment 2016 2015 2016 2015 Customer 1 USA 43 % 31 % 14 % * Customer 2 USA * * 15 % * Customer 3 Brazil * * * 17 % Customer 4 Brazil 13 % * 28 % * Customer 5 Brazil 11 % * * * Others 33 % 69 % 43 % 83 % Total 100 % 100 % 100 % 100 % * Less than 10% As of December 31, 2016, 152 of our 227 employees were located in Brazil. All of our employees in Brazil are represented by a labor union and are covered by a collective bargaining agreement. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE MEASUREMENT [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 14. FAIR VALUE MEASUREMENT The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of December 31, 2016, the fair value of our Corporate segment debt (Level 3 measurement) approximates the $9.0 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 consolidated balance sheets (in thousands): Level 1 Level 2 Level 3 Total Total liabilities at fair value, as of December 31, 2016 - derivative warrant liabilities $ - $ - $ (1,527 ) $ (1,527 ) 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 statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. December 31, 2016 December 31, 2015 Risk-free interest rate 0.6% - 1.9% 0.9% - 1.2% (1.6% weighted average) (1.1% weighted average) Expected volatility 64% 71% - 89% (64% weighted average) (78% weighted average) The following tables summarize the changes in level 3 derivative warrant liabilities measured at fair value on a recurring basis (in thousands): Fair Value as of Beginning of Period Total Realized and Unrealized Gains (Losses) Issuance of New Instruments Fair Value, at End of Period (1) Year Ended December 31, 2016 $ (678 ) $ 1,625 $ (2,474 ) $ (1,527 ) Year Ended December 31, 2015 $ (955 ) $ 1,001 $ (724 ) $ (678 ) (1) Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15. COMMITMENTS AND CONTINGENCIES Employment Contracts and Severance Payments In the normal course of business, we periodically enter into employment agreements which incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be reasonably estimated, we maintain insurance coverage, which we believe will effectively mitigate our obligations under these indemnification provisions. No amounts have been recorded in our financial statements with respect to any obligations under such agreements. 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 9 for severance information related to our former chief executive officer. Leases We lease certain properties under various operating lease arrangements that expire over the next 17 years. These leases generally provide us with the option to renew the lease at the end of the lease term. We incurred rent expense of $0.6 million in 2016 and $0.7 million in 2015. Future minimum payments under these commitments as of December 31, 2016, are as follows (in thousands): Years Ending December 31, 2017 $ 387 2018 259 2019 196 2020 65 2021 65 Thereafter 780 Total minimum lease payments $ 1,752 Litigation In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business in the USA and Brazil. These matters may relate to employment and labor claims, patent and intellectual property claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. Defense costs are expensed as incurred and are included in professional fees. Irgovel Purchase On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (“Sellers”), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3.0 million. We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the quotas purchase agreement for the transfer of Irgovel’s corporate control, executed by and among the Sellers and us on January 31, 2008 (“Purchase Agreement”). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers. On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers assert is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. 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. 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 consolidated balance sheet. On January 12, 2016, the US District Court for the District of Arizona entered a final judgment in our favor affirming the arbitration award received in Brazil. On March 24, 2016, the $1.9 million in the escrow account was released to us to fund the award owed to us by the Sellers and, as required under an agreement with the Lender, we repaid $1.0 million of the term loan with the Lender. 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 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 Litigation Irgovel is defendant in several labor claims, mainly related to overtime, illnesses allegedly contracted at work and work-related injuries and salary related matters for periods prior to the acquisition of Irgovel by RiceBran. The labor suits are mainly in the lower courts, and for the majority of the cases a decision for the dismissal of the claims has been granted. None of these labor claims is individually significant. Management believes it’s unlikely there will be a judgment against Irgovel, however, in the event the court does issue a judgment against Irgovel, it could be approximately $900,000 (USD). Irgovel accrues for losses on tax and other legal contingencies when it has a present obligation, formalized or not, as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Irgovel is a party to other several pending litigations and administrative proceedings at the Federal, State and Municipal level. The assessment of the likelihood of an unfavorable outcome in these litigations and proceedings includes the analysis of the evidence available, the hierarchy of the applicable laws, available former court decisions, as well as the most recent court decisions and their importance to the Brazilian legal system, as well as the opinions of our external and in-house legal counsels. We record amounts considered sufficient by our management to cover probable losses based on these elements. Irgovel - Events of Default As further described in Note 4, Irgovel is required to meet minimum annual processing targets or to achieve EBITDA on a local currency basis of at least R$4.0 million annually. If not achieved, this would result in an event of default. It is possible that an event of default may be triggered and a waiver of non-compliance may not be obtained from the Investors. At December 31, 2016, Irgovel did not meet this covenant but Investors waived the requirement. 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 9 for severance information related to our former chief executive officer. |
CHIEF EXECUTIVE OFFICER APPOINT
CHIEF EXECUTIVE OFFICER APPOINTMENT | 12 Months Ended |
Dec. 31, 2016 | |
CHIEF EXECUTIVE OFFICER APPOINTMENT [Abstract] | |
CHIEF EXECUTIVE OFFICER APPOINTMENT | NOTE 16. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17. RELATED PARTY TRANSACTIONS Transactions with Baruch Halpern Entities beneficially owned by Baruch Halpern, a director, invested $2.6 million in our subordinated notes and related warrants prior to 2014. In connection with the Note Amendment, in 2015, the notes, as previously modified, were amended to extend the maturity dates from July 2016 to May 2018 and change the interest rate from 5% per year to an annual interest rate of a rate determined as a function of LIBOR, consistent with other participating note holders. Entities beneficially owned by Mr. Halpern were also issued warrants to acquire 119,366 shares of common stock in the aggregate (exercise price of $5.25, May 2020 expiration). We recognized a loss on extinguishment in 2015 related to the amendment of notes beneficially owned by Mr. Halpern. We recognized a loss on extinguishment in 2015 related to this transaction of $0.7 million. We paid and expensed interest on subordinated notes beneficially owned by Mr. Halpern totaling $0.3 million in 2016 and $0.2 million in 2015. 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. See Note 20 for additional information related to 2017 equity transactions, including repricing of existing warrants held by subordinated note holders. Transactions with W. John Short W. John Short, our former chief executive officer and a former director, invested $50,000 in our subordinated notes and related warrants prior to 2014. In connection with the Note Amendment, in 2015, the notes, as previously modified, were amended to extend the maturity dates from July 2016 to May 2018 and change the interest rate from 5% per year to an annual interest rate of a rate determined as a function of LIBOR, consistent with other participating note holders. Mr. Short was also issued warrants to acquire 2,446 shares of common stock in the aggregate (exercise price of $5.25, May 2020 expiration). In 2016 and 2015, we paid and expensed less than $10,000 of interest on subordinated notes beneficially owned by Mr. Short. See Note 20 for additional information related to 2017 equity transactions, including repricing of existing warrants held by subordinated note holders. 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 | 12 Months Ended |
Dec. 31, 2016 | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS [Abstract] | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS | NOTE 18. 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 $2.5 million in stockholders’ equity for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”) We submitted our plan to regain compliance in October 2016. On November 15, 2016, based on information we submitted to Nasdaq, the Staff granted us the maximum allowable 180 day extension to February 14, 2017 to evidence compliance with the Minimum Stockholders’ Equity Requirement. On February 16, 2017, we received a determination letter (the “Letter”) from the Nasdaq Listing Qualifications Staff (the “Staff”) stating that we had not regained compliance with the Minimum Stockholders’ Equity Requirement. The Letter also stated our common stock would be delisted from The Nasdaq Capital Market at the opening of business on February 27, 2017 unless we request a hearing before the Nasdaq Hearing Panel (the “Panel”). We requested and were granted a hearing before the Panel to appeal the Letter on March 30, 2017. At the hearing, we intend to present a plan to regain compliance with the Minimum Stockholders’ Equity Requirement and request that the Panel allow us additional time within which to regain compliance. The hearing will stay any delisting action in connection with the notice and allow the continued listing of our common stock on The Nasdaq Capital Market until the Panel renders a decision subsequent to the hearing, and our common stock will continue to trade on The Nasdaq Capital Market under the symbol “RIBT” until such time. On March 10, 2017, we received a notification letter from Nasdaq indicating that we have failed to comply with the Minimum Bid Price Requirement of Nasdaq List Rule 5550(a)(2). There can be no assurance that we will meet the Minimum Stockholders’ Equity Requirement or the Minimum Bid Price Requirement during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary, or that we will be able to ultimately meet applicable Nasdaq requirements for any such relief. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 19. SEGMENT INFORMATION We have two reportable operating segments: (i) USA, which manufactures and distributes SRB in various granulations along with Stage II products and derivatives and (ii) Brazil, 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 food ingredient and animal nutrition products derivatives and co-products. In addition we incur corporate and other expenses not directly attributable to operating segments, which include costs related to our corporate staff, general and administrative expenses including public company expenses, intellectual property, professional fees and other expenses. No Corporate allocations, including interest, are made to the operating segments. The tables below present segment information for the years identified and provide a reconciliation of segment information to total consolidated information (in thousands). 2016 Corporate USA Brazil Intersegment Consolidated Revenues $ - $ 32,675 $ 6,745 $ (15 ) $ 39,405 Cost of goods sold - 23,028 8,423 (15 ) 31,436 Gross profit - 9,647 (1,678 ) - 7,969 Depreciation and amortization (in selling, general and administrative) (89 ) (1,122 ) (57 ) - (1,268 ) Goodwill impairment - - (3,024 ) - (3,024 ) Other operating expenses (7,078 ) (5,532 ) (2,198 ) - (14,808 ) Income (loss) from operations $ (7,167 ) $ 2,993 $ (6,957 ) $ - $ (11,131 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (5,906 ) $ 2,993 $ (5,617 ) $ - $ (8,530 ) Interest expense (2,484 ) - (1,548 ) - (4,032 ) Depreciation (in cost of goods sold) - (837 ) (932 ) - (1,769 ) Purchases of property - 491 229 - 720 2015 Corporate USA Brazil Intersegment Consolidated Revenues $ - $ 23,341 $ 16,601 $ (46 ) $ 39,896 Cost of goods sold - 15,923 15,949 (46 ) 31,826 Gross profit - 7,418 652 - 8,070 Depreciation and amortization (in selling, generaland administrative) (79 ) (1,569 ) (131 ) - (1,779 ) Other operating expenses (4,892 ) (4,288 ) (3,387 ) - (12,567 ) Income (loss) from operations $ (4,971 ) $ 1,561 $ (2,866 ) $ - $ (6,276 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (6,948 ) $ 1,561 $ (2,881 ) $ - $ (8,268 ) Interest expense (1,404 ) - (1,697 ) - (3,101 ) Depreciation (in cost of goods sold) - (890 ) (1,394 ) - (2,284 ) Purchases of property 94 474 500 - 1,068 The tables below present segment information for selected balance sheet accounts (in thousands). Corporate USA Brazil Consolidated As of December 31, 2016 Inventories $ - $ 2,848 $ 925 $ 3,773 Property and equipment, net 392 7,652 10,889 18,933 Goodwill - 790 - 790 Intangible assets, net - 242 - 242 Total assets 1,339 13,486 14,020 28,845 As of December 31, 2015 Inventories - 3,302 555 3,857 Property and equipment, 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 15,261 14,877 33,635 The following table presents revenues data by geographic area shipped to (in thousands). 2016 2015 United States $ 29,981 $ 21,978 Brazil 5,336 9,548 Other international 4,088 8,370 Total revenues $ 39,405 $ 39,896 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20. SUBSEQUENT EVENTS Special Meeting of Shareholders On February 13, 2017, the Company held a Special Meeting of Shareholders in order to approve an amendment to our articles of incorporation to increase the authorized number of shares of common stock from 25,000,000 to 50,000,000 for general corporate purposes and to approve an amendment to our bylaws to eliminate cumulative voting for directors. Each of these items were approved by our shareholders. Series G Preferred Stock Financing On February 9, 2017, we entered into a securities purchase agreement with certain accredited investors, pursuant to which we sold and issued: (i) an aggregate of 2,000 shares of Convertible Series G Preferred Stock (“Series G Preferred Stock”) with a stated value equal to $1,000 per share and (ii) warrants to purchase an aggregate of 1,423,488 shares of common stock at an exercise price of $0.96 per share (“Preferred Warrants”) which such Series G Preferred Stock and Preferred Warrants become convertible or exercisable, as applicable, immediately upon the Company’s filing with the State of California of an amendment to its articles of incorporation (the “Amendment”) to increase the number of its authorized shares of common stock to 50,000,000 shares from 25,000,000 shares of common stock (the “Preferred Stock Private Placement”). The closing of the Preferred Stock Private Placement took place on February 13, 2017. We received aggregate net proceeds, after deducting placement agent fees and other estimated expenses related to the Preferred Stock Private Placement, in the amount of approximately $1.85 million. We intend to use the net proceeds from this offering for working capital, business development and certain other expenditures. The Preferred Stock is non-voting and is convertible at the holder’s election at any time, at a ratio of 1 preferred share for 948.9915 shares of common stock. The Series G Preferred Stock is only entitled to receive dividends if any are declared by the Company, in which case the dividend will be paid (a) first an amount equal to $0.01 per share of Series G Preferred Stock (before any distributions or payments to junior securities), and (b) then (on an “as converted to common stock” basis) to and in the same form as dividends actually paid on shares of our common stock. The Series G Preferred Stock has no liquidation or other preferences over our common stock. Each Preferred Warrant will be exercisable beginning on the Authorized Share Increase Date (the “Initial Exercise Date” or February 15, 2017) at an exercise price of $0.96 per share, subject to adjustment as provided therein. The Preferred Warrants will be exercisable for five years from the Initial Exercise Date, but not thereafter. We entered into a Registration Rights Agreement (the “Preferred Registration Rights Agreement”) under which we must register the shares of common stock issuable upon exercising the Preferred Warrants (“Preferred Warrant Shares”), and the shares of common stock issuable upon the conversion of the Preferred Stock (the “Conversion Shares”) on a Registration Statement by April 3, 2017 (the “Preferred Resale Registration Statement”). If the Preferred Resale Registration Statement is not declared effective by May 13, 2017 (or June 13, 2017 if a full SEC review occurs) then we will have to pay certain liquidated damages of 2% multiplied by the aggregate exercise price of the warrants each month, up to an aggregate of 18% of the amount the investor purchased in this offering. Debt Refinancing and Amendments Original Issue Discount Senior Secured Debentures Financing On February 9, 2017, we entered into a securities purchase agreement (the “Debentures Purchase Agreement”) with certain accredited investors named in the signature pages thereto (the “Debenture Purchasers”), pursuant to which we sold and issued: (i) an aggregate principal amount of $6,600,000 (“Aggregate Principal Amount”) of original issue discount senior secured debentures (“Debentures”) for an aggregate subscription amount of $6,000,000, and (ii) warrants to purchase an aggregate of 6,875,000 shares of common stock at an exercise price of $0.96 per share (“Debenture Warrants”) which become exercisable immediately upon the filing of the Amendment with the State of California (the “Debenture Private Placement”). The closing of the Debenture Private Placement took place on February 13, 2017. The Aggregate Principal Amount of the Debentures shall be due and payable on February 13, 2019. The Debentures Purchase Agreement contains customary representations, warranties and agreements by us and customary conditions to closing. We received aggregate net proceeds, after deducting placement agent fees and other estimated expenses related to the Debenture Private Placement, in the amount of approximately $5.6 million. We used the net proceeds from this offering to (i) pay off the debt of approximately $3.8 million held by the Lender, (ii) pay down the principal and interest due on subordinated notes held by certain subordinated creditors totaling $0.5 million, and (iii) for working capital and general corporate purposes. The Debentures Purchase Agreement also provides for the repricing of 875,000 existing warrants held by Purchasers which currently have an exercise price of $5.87, $5.27 and $5.25. The Company agreed to: (i) reduce the exercise price to $0.96, provided that such warrants shall not be exercisable for 6 months and a day from the date such exercise price is reduced, and (ii) amend the termination dates on such existing warrants to be August 10, 2022. The number of existing warrants being repriced is based on each Purchaser’s subscription amount of the Debentures, and shall not exceed 125 Warrant Shares for each $1,000 of subscription amount of the Debentures by the Purchaser. In connection with the Debenture Private Placement, the Company and its subsidiaries entered into a Security Agreement with the Debenture Purchasers dated as of February 13, 2017 granting the Debenture Purchasers a security interest in certain collateral of the Company and its subsidiaries (“Security Agreement”) and an Intellectual Property Security Agreement with the Debenture Purchasers dated as of February 13, 2017 granting the Debenture Purchasers a security interest in certain intellectual property collateral of the Company and its subsidiaries (“IP Security Agreement”). In addition, certain subsidiaries of the Company entered into a Subsidiary Guarantee with the Debenture Purchasers dated as of February 13, 2017 guaranteeing the Company’s obligations under the Debentures (“Subsidiary Guarantee”). The Company, the Debenture Purchasers and the Company’s subordinated creditors also entered into a Subordination Agreement in connection with the Debenture Private Placement dated as of February 13, 2017 pursuant to which the subordinated creditors agreed to subordinate their promissory notes and interests in certain collateral to the Debentures and the security interests of the Debenture Purchasers. Each Debenture Warrant will be exercisable beginning on the Initial Exercise Date at an exercise price of $0.96 per share, subject to adjustment as provided therein. The Debenture Warrants will be exercisable for five years from the Initial Exercise Date, but not thereafter. We entered into a Registration Rights Agreement (the “Debenture Registration Rights Agreement”) under which we must register the Debenture Warrant Shares on a Registration Statement by April 3, 2017 (“Debenture Resale Registration Statement”). If the Debenture Resale Registration Statement is not declared effective by May 13, 2017 (or June 13, 2017 if a full SEC review occurs) then we will have to pay certain liquidated damages of 2% multiplied by the aggregate exercise price of the warrants each month, up to an aggregate of 18% of the amount the investor purchased in this offering. Amendment to Subordinated Debt Documents In connection with the Debenture Private Placement, we entered into that certain Amendment Number Two to Loan Documents with certain existing noteholders (“Subordinated Creditors”) dated as of February 8, 2017 (“Amendment to Sub-Debt Documents”). The Amendment to Sub-Debt Documents amends that certain Note and Warrant Purchase Agreement dated January 17, 2012, as amended, pursuant to which the Subordinated Creditors purchased from the Company convertible promissory notes (as amended, the “Notes”). The Amendment to Sub-Debt Documents provides for: (i) a reduction in the interest rate of the Notes to 7% per annum; (ii) an extension of the maturity date of the Notes to May 7, 2019; (iii) the payment of an aggregate amount equal to $500,000 to the Subordinated Creditors to satisfy the accrued interest owed and to reduce principal amounts outstanding on the Notes; (iv) the issuance of warrants to purchase up to 3,484,675 shares of our common stock with an exercise price equal to $0.96, and with a term of five years (“Sub-debt Warrants”); and (v) the amendment to 289,669 existing warrants held by the Subordinated Creditors to reduce the exercise price from $5.25 per share to an exercise price of $0.96 per share. The Subordinated Creditors further agreed to subordinate repayment of the Notes and their security interests in certain collateral of the Company and certain subsidiaries to the interests of Purchasers in the Debt Private Placement pursuant to a Subordination Agreement dated as of February 13, 2017. Failure to Comply with NASDAQ listing requirements On February 16, 2017, we received the Letter from the Nasdaq Staff stating that we had not regained compliance with the Minimum Stockholders’ Equity Requirement. The Letter also stated our common stock would be delisted from The Nasdaq Capital Market at the opening of business on February 27, 2017 unless we request a hearing before the Nasdaq Hearing Panel. We requested and were granted a hearing on March 30, 2017. On March 10, 2017, we received a notification letter from Nasdaq indicating that we have failed to comply with the Minimum Bid Price Requirement of Nasdaq List Rule 5550(a)(2). See Note 18 for additional information. Chief Financial Officer Appointment On March 8, 2017, Brent R. Rystrom, 53, was appointed Chief Financial Officer of the Company. Mr. Rystrom brings over 25 years of business finance experience, including over 20 years of service as a Director of Research and Senior Financial Analyst for several prominent investment banking firms, including Piper Jaffray and Feltl & Company. From 2009 until joining RiceBran Technologies, Mr. Rystrom served as Director of Research for Feltl & Company, a regional investment banking firm headquartered in Minnesota. While at Feltl, he managed the firm’s research, institutional sales, and trading departments while providing research coverage on consumer products, retail and agriculture companies ranging from micro to large capitalization. Over his 11 years of service at Piper Jaffray he was named a Wall Street Journal “Best on the Street” analyst and a “Top 10” Retailing Industry Analyst from Reuter’s. Since 1997, Mr. Rystrom has also successfully acquired and managed a large portfolio of personal agricultural real estate assets, and from 2011 through 2015, he served on the Customer Advisory Board of AgStar, a $10 billion agricultural bank based in Minnesota. Mr. Rystrom holds a Degree in Business-Finance from St. Thomas University. In connection with Mr. Rystrom’s appointment, Jerry Dale Belt’s position as our Chief Financial Officer terminated, effective as of March 8, 2017. Mr. Belt will remain with the Company and serve as our Executive Vice President of Special Projects. On March 8, 2017, Mr. Belt also entered into an amendment to his employment agreement that extended his term of employment through December 31, 2017. |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis or Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Use of Estimates | Use of Estimates Reclassifications |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts |
Inventories | Inventories – |
Property and Equipment | Property and Equipment We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. |
Goodwill | Goodwill |
Intangible Assets | Intangible Assets We regularly perform reviews to determine if facts and circumstances exist which indicate that the useful lives of our intangible assets are shorter than originally estimated or the carrying amount of these assets may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. We also evaluate the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. |
Revenue Recognition | Revenue Recognition We make provisions for estimated returns, discounts and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities. Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses |
Research and Development | Research and Development |
Share-Based Compensation | Share-Based Compensation – For restricted stock awards (“RSAs”), share-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Compensation expense related to service-based RSAs is recognized on a straight-line basis over the requisite service period for the entire award. We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally we value stock options granted to non-employees and consultants using the Black-Scholes-Merton valuation model and RSAs at fair value. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The expense associated with stock awards issued to consultants or other third parties are recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The value is re-measured each reporting period over the requisite service period. |
Share Sequencing | Share Sequencing |
Derivative Warrant Liabilities | Derivative Warrant Liabilities – |
Foreign Currencies and Currency Translation | Foreign Currencies and Currency Translation |
Income Taxes | Income Taxes Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in Brazil. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that may be different from current estimates of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when it is determined that the liabilities are no longer necessary. |
Recent Accounting Standards | Recent Accounting Standards Recent accounting standards not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance on revenue from contracts with customers to clarify the principles for recognizing revenue and develop a common revenue standard for GAAP and 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. An entity may choose to adopt the new standard either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the new standard. The guidance is effective for our annual and interim periods beginning in 2018, however, early adoption is permitted. We have begun to evaluate the impact that adoption of this guidance will have on our consolidated financial statements but have not completed the evaluation and implementation process. We have not yet selected a transition method but have determined that we will utilize the deferred effective date of January 1, 2018 to 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. In January 2017, the FASB issued a new goodwill impairment standard that simplifies the goodwill impairment testing methodology. The new standard eliminates Step 2 of the goodwill impairment test, in which an entity determines the fair value at the test date of its assets and liabilities using the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. It is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We will early adopt the standard as of January 1, 2017. We do not expect the standard to have a material effect on our results of operations. Recently adopted accounting standards 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. In August 2014, the 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 adopted this standard in the fourth quarter of 2016, and it did not have a material effect on our results of operations. |
LOSS PER SHARE ("EPS") (Tables)
LOSS PER SHARE ("EPS") (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
LOSS PER SHARE ("EPS") [Abstract] | |
Reconciliation of EPS computations | Below are reconciliations of the numerators and denominators in the EPS computations. 2016 2015 NUMERATOR (in thousands): Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (8,530 ) $ (8,268 ) Dividend on preferred stock--beneficial conversion feature (551 ) - Basic and diluted - net loss attributable to RiceBran Technologies common shareholders $ (9,081 ) $ (8,268 ) DENOMINATOR: Basic EPS - weighted average number of common shares outstanding 9,338,370 9,187,983 Effect of dilutive securities outstanding - - Diluted EPS - weighted average number of shares outstanding 9,338,370 9,187,983 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 305,355 305,690 Warrants 10,308,778 6,879,792 Nonvested shares of common stock 1,132,724 282,929 Convertible preferred stock 1,708,791 - |
REDEEMABLE NONCONTROLLING INT30
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets follows (in thousands). December 31, 2016 2015 Cash and cash equivalents $ 109 $ 104 Other current assets (restricted $398 and $1,003) 1,696 2,760 Property and equipment, net (restricted $2,481 and $2,102) 10,889 9,502 Goodwill and intangibles, net - 2,468 Other noncurrent assets 1,326 43 Total assets $ 14,020 $ 14,877 Current liabilities $ 8,031 $ 4,647 Current portion of long-term debt (nonrecourse) 6,816 2,750 Long-term debt, less current portion (nonrecourse) - 3,553 Total liabilities $ 14,847 $ 10,950 |
Summary of changes in redeemable noncontrolling interest | A summary of changes in redeemable noncontrolling interest and the Investor’s interest in Nutra SA follows (in thousands): 2016 2015 Redeemable noncontrolling interest in Nutra SA, beginning of period $ 69 $ 2,643 Investors' interest in net loss of Nutra SA (2,720 ) (2,308 ) Investors' interest in accumulated other comprehensive loss of Nutra SA 232 (839 ) Investors' purchase of additional units 1,740 - Other cash equity adjustment (20 ) - Accumulated Yield classified as other current liability - 573 Redeemable noncontrolling interest in Nutra SA, end of period $ (699 ) $ 69 Investors' average interest in Nutra SA during the period 32.8 % 32.9 % Investors' interest in Nutra SA at the end of the period 34.9 % 32.0 % |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
INVENTORIES [Abstract] | |
Inventories | Inventories are composed of the following (in thousands): As of December 31, 2016 2015 Finished goods $ 1,055 $ 1,575 Work in process 704 270 Raw materials 1,082 1,259 Packaging supplies 932 753 Total inventories $ 3,773 $ 3,857 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Property and equipment | Property and equipment consists of the following (in thousands): As of December 31, 2016 2015 Estimated Useful Lives Land $ 342 $ 323 Furniture and fixtures 545 433 5-10 years Plant 14,586 13,122 25-30 years, or life of lease Computer and software 1,715 1,594 3-5 years Leasehold improvements 689 640 4-7 years or life of lease Machinery and equipment 20,357 17,782 5-10 years Subtotal 38,234 33,894 Less accumulated depreciation 19,301 15,566 Property and equipment, net $ 18,933 $ 18,328 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
GOODWILL [Abstract] | |
Summary of goodwill activity | A summary of goodwill activity follows for 2016 and 2015 (in thousands). USA Brazil Total Balance, December 31, 2014 $ 790 $ 3,641 $ 4,431 Effect of change in exchange rate - (1,173 ) (1,173 ) Balance, December 31, 2015 790 2,468 3,258 Goodwill impairment - (3,024 ) (3,024 ) Effect of change in exchange rate - 556 556 Balance, December 31, 2016 $ 790 $ - $ 790 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
INTANGIBLE ASSETS [Abstract] | |
Intangible assets | Intangible assets consist of the following (in thousands): USA Segment Total Patents Trademarks Customer Lists Intangible Assets December 31, 2016 Cost $ 1,498 $ 76 $ 6,524 $ 8,098 Accumulated amortization (1,334 ) - (6,522 ) (7,856 ) Net book value $ 164 $ 76 $ 2 $ 242 December 31, 2015 Cost $ 1,498 $ 76 $ 6,524 $ 8,098 Accumulated amortization (1,215 ) - (5,658 ) (6,873 ) Net book value $ 283 $ 76 $ 866 $ 1,225 Estimated useful lives 17 years 3 years 3 - 7 years |
Future amortization expense | Future amortization expense for the remaining unamortized balance as of December 31, 2016 is estimated as follows (in thousands): Years Ending December 31, Amortization Expense 2017 $ 130 2018 71 2019 30 2020 4 2021 4 Thereafter 3 Total amortization expense $ 242 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
DEBT [Abstract] | |
Current and long-term debt | The following table summarizes current and long-term portions of debt as of December 31, 2016 and 2015 (in thousands): 2016 2015 Corporate segment: Senior revolving loan $ 1,725 $ 1,617 Senior term note, net of debt issuance costs 917 1,407 Subordinated notes, net, maturing in May 2018, principal $6.3 million 6,310 6,310 Subordinated notes, net, paid in July 2016 - 205 Other 119 116 9,071 9,655 Brazil segment: Capital expansion loans 2,454 2,067 Working capital lines of credit 401 828 Advances on customer export orders 1,113 1,310 Special tax programs 2,767 2,064 Other 81 34 6,816 6,303 Total debt 15,887 15,958 Current portion 9,878 5,050 Long-term portion $ 6,009 $ 10,908 |
Required future minimum payments on debt | Required future minimum payments on our debt as of December 31, 2016, follow (in thousands). Corporate Segment Brazil Segment Total 2017 $ 3,223 $ 2,769 $ 5,992 2018 20 752 772 2019 5,966 679 6,645 2020 - 515 515 2021 - 503 503 Thereafter - 1,598 1,598 9,209 6,816 16,025 Debt issuance costs (138 ) - (138 ) Total debt $ 9,071 $ 6,816 $ 15,887 |
EQUITY AND SHARE-BASED COMPEN36
EQUITY AND SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
EQUITY AND SHARE-BASED COMPENSATION [Abstract] | |
Share-based compensation expenses included in selling, general and administrative expenses | Share-based compensation expenses related to stock option and RSA grants issued to employees and directors are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands): 2016 2015 USA $ 975 $ 804 Brazil 35 53 Total share-based compensation expense $ 1,010 $ 857 |
Summary of RSA activity | A summary of our RSA activity for 2016 follows. Number Weighted Average Grant Date Fair Value Fair Value Nonvested at December 31, 2015 324,229 $ 4.25 Granted 201,752 $ 1.42 Vested, including shares withheld to cover taxes (269,142 ) $ 3.86 $ 366,567 (a) Forfeited - NA Nonvested at December 31, 2016 256,839 $ 2.44 $ 264,544 (b) (a) The aggregate fair value of vested RSAs represents the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSAs had all such holders sold their underlying shares on that date. (b) The aggregate fair value of the nonvested RSAs represents the total pre-tax fair value, based on our closing stock price of $1.03 as of December 30, 2016 (the last trading day of the year), which would have been received by holders of RSAs had all such holders sold their underlying shares on that date. |
Summary of stock option activity | A summary of stock option activity for 2016 and 2015 follows. Options Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2014 269,642 $ 12.12 7.9 Granted 110,993 3.26 Exercised - NA Forfeited, expired or cancelled (22,838 ) 20.21 Outstanding, December 31, 2015 357,797 12.12 7.9 Granted - NA Exercised - NA Forfeited, expired or cancelled (186,986 ) 8.88 Outstanding, December 31, 2016 170,811 $ 8.83 7.2 Exercisable, December 31, 2016 128,332 $ 10.53 6.8 |
Weighted-average assumptions used in valuing stock options | The following are the assumptions used in valuing the 2015 stock option grants: 2015 Weighted Average Assumed volatility 90.7% - 112.5% 112.0% Assumed risk free interest rate 0.9% - 1.6% 1.6% Average expected life of options (in years) 6.2 Expected dividends - Forfeiture rate 5% |
Summary of information related to outstanding and exercisable options | The following table summarizes information related to outstanding and exercisable stock options as of December 31, 2016: Outstanding Exercisable Range of Exercise Prices Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 1.98 to $2.97 28,392 $ 2.80 8.7 15,664 $ 2.65 8.7 $ 3.47 34,790 3.47 8.5 17,390 3.47 8.5 $ 4.77 to $6.00 57,603 4.82 7.6 45,252 4.83 7.6 $ 16.00 43,235 16.00 4.9 43,235 16.00 4.9 $ 28.00 to $74.00 6,791 49.94 4.6 6,791 49.94 4.6 170,811 $ 8.83 7.2 128,332 $ 10.53 6.8 |
Summary of warrant activity | The following table summarizes warrant activity during 2016 and 2015: Equity Warrants Liability Warrants Total 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) Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance, December 31, 2014 6,077,470 $ 5.81 4.4 426,489 $ 5.24 2.9 6,503,959 $ 5.77 4.3 Granted 289,669 5.25 300,000 5.25 589,669 5.25 Exercised - NA - NA - NA Forfeited, expired or cancelled - NA - NA - NA Balance, December 31, 2015 6,367,139 5.78 3.4 726,489 5.24 2.9 7,093,628 5.73 3.4 Granted - NA 2,685,000 2.03 4.6 2,685,000 2.03 Impact of anti-dilution clauses - NA 1,063,379 1.50 0.9 1,063,379 1.50 Exercised - NA - NA - NA Forfeited, expired or cancelled (3,029 ) 46.80 - NA (3,029 ) 46.80 Balance, December 31, 2016 6,364,110 $ 5.77 2.4 4,474,868 $ 1.82 3.3 10,838,978 $ 4.14 2.8 Exercisable, December 31, 2016 6,364,110 $ 5.77 2.4 4,474,868 $ 1.82 3.3 10,838,978 $ 4.14 2.8 |
Summary of information related to outstanding and exercisable warrants | The following table summarizes information related to outstanding and exercisable warrants as of December 31, 2016: Outstanding and Exercisable Range of Exercise Prices Type of Warrant Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 1.50 to $1.60 Liability (1) 1,789,868 $ 1.52 1.3 $ 2.00 Liability (2) 2,660,000 2.00 4.6 $ 5.25 Equity (3) 2,336,358 5.25 2.4 $ 5.27 to $5.87 Equity 1,984,981 5.48 3.0 $ 6.55 to $16.80 Equity 2,067,771 6.61 2.0 10,838,978 $ 4.14 2.8 (1) Includes two warrants for 1,489,868 shares which contain full ratchet anti-dilution provisions and are classified as derivative warrant liabilities in our balance sheets. Under the anti-dilution clauses contained in these warrants, in the event of equity issuances (i.e. issuances of our common stock, certain awards of stock options to employees, and issuances of warrants and/or other convertible instruments) at prices below the exercise prices of these warrants, we may be required to lower the exercise price on these warrants and increase the number of shares underlying these warrants. The remaining warrant for 300,000 shares was issued to the Lender in May 2015 and contains a most favored nations anti-dilution provision. Under that provision, in the event of issuances of stock options and/or convertible instruments with anti-dilution provisions (providing for the adjustment of the exercise price, conversion price or other price or rate at which shares of common stock thereunder may be purchased, acquired or converted, and/or any upward adjustment in the number of shares of common stock issuable) we may be required to lower the exercise price on this warrant and/or increase the number of shares underlying this warrant. (2) The warrants were issued in February 2016, in conjunction with the sale of the Series F Preferred Stock, and are classified as derivative warrant liabilities in our balance sheets primarily due to the Share Sequencing. (3) Includes a warrant for 25,000 shares issued in January 2016 classified as a derivative warrant liability in our balance sheets due to the Share Sequencing. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES [Abstract] | |
Deferred tax assets and liabilities | Deferred tax assets (liabilities) are comprised of the following (in thousands): As of December 31, 2016 2015 United States Net operating loss carryforwards $ 5,609 $ 4,007 Gain on sale of membership interests in Nutra SA 363 366 Stock options and warrants 724 719 Property 753 (174 ) Intangible assets 76 (274 ) Capitalized expenses 342 462 Debt and deferred financing 178 329 Other 486 345 Net deferred tax assets 8,531 5,780 Less: Valuation allowance (8,558 ) (5,814 ) Deferred tax asset (liability) (27 ) (34 ) Brazil Property (841 ) (731 ) Net operating loss carryforwards 7,040 4,320 Other 551 360 Net deferred tax assets 6,750 3,949 Less: Valuation allowance (6,750 ) (3,949 ) Deferred tax asset (liability) $ - $ - |
Summary of change in the valuation allowance | The following table summarizes the change in the valuation allowance (in thousands). As of December 31, 2016 2015 Vaulation allowances at beginning of year $ 9,763 $ 7,763 Net operating loss 2,185 2,331 Brazil increase, net of foreign currency translation effects 2,801 82 Other 559 (413 ) Valuation allowances at end of year $ 15,308 $ 9,763 |
Loss from continuing operations before income taxes | Loss before income taxes is comprised of the following (in thousands): Years Ended December 31, 2016 2015 Foreign $ (8,300 ) $ (5,136 ) Domestic (2,924 ) (5,616 ) Loss before income taxes $ (11,224 ) $ (10,752 ) |
Effective income tax rate reconciliation | Reconciliations between the amount computed by applying the U.S. federal statutory tax rate (34%) to loss before income taxes, and income tax benefit follows (in thousands): Years Ended December 31, 2016 2015 Income tax benefit at federal statutory rate $ (3,816 ) $ (3,656 ) Increase (decrease) resulting from: State tax benefit, net of federal tax effect (132 ) (176 ) Change in valuation allowance 4,572 3,601 Expiration of U.S. net operating losses 105 101 Reduction in deferred balances for forfeited, expired or cancelled options 168 75 Nontaxable fair value adjustment (553 ) (340 ) Nondeductible debt issuance expenses - 19 Impact of state rate changes 10 16 Nondeductible expenses (465 ) 91 Adjustments to U.S. deferred balances 152 93 Income tax benefit $ 41 $ (176 ) |
CONCENTRATION OF RISK (Tables)
CONCENTRATION OF RISK (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
CONCENTRATION OF RISK [Abstract] | |
Concentration of risk | Revenues and accounts receivable from certain significant customers are stated below as a percent of consolidated totals for the years ended December 31, 2016 and 2015. % of Consolidated Revenue % of Consolidated Accounts Receivable Customer Segment 2016 2015 2016 2015 Customer 1 USA 43 % 31 % 14 % * Customer 2 USA * * 15 % * Customer 3 Brazil * * * 17 % Customer 4 Brazil 13 % * 28 % * Customer 5 Brazil 11 % * * * Others 33 % 69 % 43 % 83 % Total 100 % 100 % 100 % 100 % * Less than 10% |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE MEASUREMENT [Abstract] | |
Fair values by input hierarchy of items measured at fair value on a recurring basis | The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands): Level 1 Level 2 Level 3 Total Total liabilities at fair value, as of December 31, 2016 - derivative warrant liabilities $ - $ - $ (1,527 ) $ (1,527 ) 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. December 31, 2016 December 31, 2015 Risk-free interest rate 0.6% - 1.9% 0.9% - 1.2% (1.6% weighted average) (1.1% weighted average) Expected volatility 64% 71% - 89% (64% weighted average) (78% weighted average) |
Changes in level 3 items measured at fair value | The following tables summarize the changes in level 3 derivative warrant liabilities measured at fair value on a recurring basis (in thousands): Fair Value as of Beginning of Period Total Realized and Unrealized Gains (Losses) Issuance of New Instruments Fair Value, at End of Period (1) Year Ended December 31, 2016 $ (678 ) $ 1,625 $ (2,474 ) $ (1,527 ) Year Ended December 31, 2015 $ (955 ) $ 1,001 $ (724 ) $ (678 ) (1) Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future minimum payments under operating lease commitments | Future minimum payments under these commitments as of December 31, 2016, are as follows (in thousands): Years Ending December 31, 2017 $ 387 2018 259 2019 196 2020 65 2021 65 Thereafter 780 Total minimum lease payments $ 1,752 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SEGMENT INFORMATION [Abstract] | |
Segment information identified and reconciliations of segment information to total consolidated information | The tables below present segment information for the years identified and provide a reconciliation of segment information to total consolidated information (in thousands). 2016 Corporate USA Brazil Intersegment Consolidated Revenues $ - $ 32,675 $ 6,745 $ (15 ) $ 39,405 Cost of goods sold - 23,028 8,423 (15 ) 31,436 Gross profit - 9,647 (1,678 ) - 7,969 Depreciation and amortization (in selling, general and administrative) (89 ) (1,122 ) (57 ) - (1,268 ) Goodwill impairment - - (3,024 ) - (3,024 ) Other operating expenses (7,078 ) (5,532 ) (2,198 ) - (14,808 ) Income (loss) from operations $ (7,167 ) $ 2,993 $ (6,957 ) $ - $ (11,131 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (5,906 ) $ 2,993 $ (5,617 ) $ - $ (8,530 ) Interest expense (2,484 ) - (1,548 ) - (4,032 ) Depreciation (in cost of goods sold) - (837 ) (932 ) - (1,769 ) Purchases of property - 491 229 - 720 2015 Corporate USA Brazil Intersegment Consolidated Revenues $ - $ 23,341 $ 16,601 $ (46 ) $ 39,896 Cost of goods sold - 15,923 15,949 (46 ) 31,826 Gross profit - 7,418 652 - 8,070 Depreciation and amortization (in selling, generaland administrative) (79 ) (1,569 ) (131 ) - (1,779 ) Other operating expenses (4,892 ) (4,288 ) (3,387 ) - (12,567 ) Income (loss) from operations $ (4,971 ) $ 1,561 $ (2,866 ) $ - $ (6,276 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (6,948 ) $ 1,561 $ (2,881 ) $ - $ (8,268 ) Interest expense (1,404 ) - (1,697 ) - (3,101 ) Depreciation (in cost of goods sold) - (890 ) (1,394 ) - (2,284 ) Purchases of property 94 474 500 - 1,068 |
Segment information for selected balance sheet accounts | The tables below present segment information for selected balance sheet accounts (in thousands). Corporate USA Brazil Consolidated As of December 31, 2016 Inventories $ - $ 2,848 $ 925 $ 3,773 Property and equipment, net 392 7,652 10,889 18,933 Goodwill - 790 - 790 Intangible assets, net - 242 - 242 Total assets 1,339 13,486 14,020 28,845 As of December 31, 2015 Inventories - 3,302 555 3,857 Property and equipment, 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 15,261 14,877 33,635 |
Revenues by geographic area | The following table presents revenues data by geographic area shipped to (in thousands). 2016 2015 United States $ 29,981 $ 21,978 Brazil 5,336 9,548 Other international 4,088 8,370 Total revenues $ 39,405 $ 39,896 |
GOING CONCERN, MANAGEMENT PLA42
GOING CONCERN, MANAGEMENT PLANS AND GENERAL BUSINESS (Details) $ in Thousands | Feb. 09, 2017USD ($) | Feb. 29, 2016USD ($) | Feb. 28, 2017USD ($) | Mar. 31, 2016USD ($) | May 31, 2015USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Line of Credit Facility [Abstract] | ||||||||||
Accumulated deficit | $ (259,819) | $ (259,819) | $ (250,738) | |||||||
Loss on extinguishment of debt | 0 | (1,904) | ||||||||
Proceeds from preference stock and warrants | $ 2,554 | 0 | ||||||||
Number of reportable segments | Segment | 2 | |||||||||
Short-term Debt [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Repayment of related party debt | $ 300 | |||||||||
Senior Secured Credit Facility [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Percentage of principal due | 97.00% | |||||||||
Loss on extinguishment of debt | $ (1,900) | |||||||||
Senior Secured Credit Facility [Member] | Subsequent Event [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Proceeds from preference stock and warrants | $ 5,600 | |||||||||
Repayment of subordinated note | $ 500 | |||||||||
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] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Proceeds from preference stock and warrants | $ 2,600 | |||||||||
USA [Member] | Subsequent Event [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Proceeds from preference stock and warrants | $ 1,850 | |||||||||
Proceeds from debentures | 5,600 | |||||||||
Repayment of debt | 3,800 | |||||||||
Repayment of subordinated note | $ 500 | |||||||||
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 | |||||||||
Nutra SA [Member] | ||||||||||
Noncontrolling Interest [Abstract] | ||||||||||
Additional investments | $ 1,100 | 3,600 | ||||||||
Irgovel [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Minority partner contribution amount | $ 1,650 | |||||||||
Irgovel [Member] | Subsequent Event [Member] | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Minority partner contribution amount | $ 400 | |||||||||
Investors [Member] | Nutra SA [Member] | ||||||||||
Noncontrolling Interest [Abstract] | ||||||||||
Additional investments | $ 1,100 | $ 3,600 | $ 10,300 | |||||||
Revenue from Human Food Products [Member] | USA Segment Revenues [Member] | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Concentration risk, percentage | 84.00% | |||||||||
RBO Products [Member] | Brazil Segment Revenue [Member] | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Concentration risk, percentage | 58.00% |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | ||
Dec. 31, 2016Segment | Dec. 31, 2015 | Dec. 31, 2014 | |
GOODWILL [Abstract] | |||
Number of reporting units | 2 | ||
Foreign Currencies and Currency Translation [Abstract] | |||
Brazilian Real exchange rate to U.S. Dollar | 0.3069 | 0.2523 | 0.3758 |
Stock Options [Member] | Minimum [Member] | |||
Recent Accounting Standards Not Yet Adopted [Abstract] | |||
Award vesting period | 3 years | ||
Stock Options [Member] | Maximum [Member] | |||
Recent Accounting Standards Not Yet Adopted [Abstract] | |||
Award vesting period | 4 years |
LOSS PER SHARE ("EPS") (Details
LOSS PER SHARE ("EPS") (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
NUMERATOR [Abstract] | ||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ (8,530) | $ (8,268) |
Dividend on preferred stock - beneficial conversion feature | (551) | 0 |
Net loss attributable to RiceBran Technologies common shareholders | $ (9,081) | $ (8,268) |
DENOMINATOR [Abstract] | ||
Basic EPS - weighted average number of shares outstanding (in shares) | 9,338,370 | 9,187,983 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 9,338,370 | 9,187,983 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) | 305,355 | 305,690 |
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) | 10,308,778 | 6,879,792 |
Nonvested Shares of Common 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) | 1,132,724 | 282,929 |
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) | 1,708,791 | 0 |
REDEEMABLE NONCONTROLLING INT45
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)RepresentativeInvestor | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||
Cash and cash equivalents | $ 451 | $ 1,070 | $ 3,610 |
Other current assets (restricted $398 and $1,003) | 1,213 | 895 | |
Property and equipment, net (restricted $2,481 and $2,102) | 18,933 | 18,328 | |
Other noncurrent assets | 111 | 103 | |
Current liabilities | 21,361 | 14,678 | |
Current portion of long-term debt (nonrecourse) | 9,878 | 5,050 | |
Long-term debt, less current portion (nonrecourse) | 6,009 | 10,908 | |
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||
Redeemable noncontrolling interest in Nutra SA, beginning of period | 69 | ||
Investors' purchase of additional units | 1,740 | 0 | |
Redeemable noncontrolling interest in Nutra SA, end of period | 0 | 69 | |
Nutra SA [Member] | |||
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||
Cash and cash equivalents | 109 | 104 | |
Other current assets (restricted $398 and $1,003) | 1,696 | 2,760 | |
Property and equipment, net (restricted $2,481 and $2,102) | 10,889 | 9,502 | |
Goodwill and intangibles, net | 0 | 2,468 | |
Other noncurrent assets | 1,326 | 43 | |
Total assets | 14,020 | 14,877 | |
Current liabilities | 8,031 | 4,647 | |
Current portion of long-term debt (nonrecourse) | 6,816 | 2,750 | |
Long-term debt, less current portion (nonrecourse) | 0 | 3,553 | |
Total liabilities | 14,847 | 10,950 | |
Restricted portion of other current assets | 398 | 1,003 | |
Variable interest entity restricted portion of property and equipment, net | 2,481 | 2,102 | |
Escrow funds distribution | 1,700 | ||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||
Redeemable noncontrolling interest in Nutra SA, beginning of period | 69 | 2,643 | |
Investors' interest in net loss of Nutra SA | (2,720) | (2,308) | |
Investors' interest in accumulated other comprehensive loss of Nutra SA | 232 | (839) | |
Investors' purchase of additional units | 1,740 | 0 | |
Other cash equity adjusment | (20) | 0 | |
Accumulated Yield classified as other current liability | 0 | 573 | |
Redeemable noncontrolling interest in Nutra SA, end of period | $ (699) | $ 69 | 2,643 |
Investors' average interest in Nutra SA during the period | 32.80% | 32.90% | |
Investors' interest in Nutra SA at the end of the period | 34.90% | 32.00% | |
Investments in variable interest entity | $ 1,100 | $ 3,600 | |
Investors' purchase of additional units | $ 1,740 | ||
Number of representatives on management committee | Representative | 3 | ||
Number of investors on management committee | Investor | 2 | ||
Number of representatives on management committee upon default | Representative | 2 | ||
Number of investors on management committee upon default | Investor | 3 | ||
Investors [Member] | Nutra SA [Member] | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||
Investments in variable interest entity | $ 1,100 | $ 3,600 | $ 10,300 |
Drag along right termination amount | $ 50,000 | ||
Yield earned beginning in January, 2014 | 4.00% | ||
Reversal of accrued yield in other expense | $ 600 | ||
Investors [Member] | Nutra SA [Member] | Maximum [Member] | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||
Percentage of outstanding common stock issued | 49.00% | ||
Irgovel [Member] | Minimum [Member] | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||
EBITDA triggering default status | $ 4,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
INVENTORIES [Abstract] | ||
Finished goods | $ 1,055 | $ 1,575 |
Work in process | 704 | 270 |
Raw materials | 1,082 | 1,259 |
Packaging supplies | 932 | 753 |
Total inventories | $ 3,773 | $ 3,857 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 38,234 | $ 33,894 |
Less accumulated depreciation | 19,301 | 15,566 |
Property and equipment, net | 18,933 | 18,328 |
Depreciation expense | 2,000 | 2,600 |
Depreciation in costs of goods sold, change from prior period | $ 300 | |
Favorable impact to loss per share (in dollars per share) | $ 0.04 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 342 | $ 323 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 545 | 433 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Plant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 14,586 | 13,122 |
Plant [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 25 years | |
Plant [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 30 years | |
Computer and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,715 | 1,594 |
Computer and Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Computer and Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 689 | 640 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 4 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 20,357 | $ 17,782 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 3,258 | $ 4,431 |
Goodwill impairment | (3,024) | 0 |
Effect of change in exchange rate | 556 | (1,173) |
Goodwill, end of period | 790 | 3,258 |
USA [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 790 | 790 |
Goodwill impairment | 0 | |
Effect of change in exchange rate | 0 | 0 |
Goodwill, end of period | 790 | 790 |
Brazil [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 2,468 | 3,641 |
Goodwill impairment | (3,024) | |
Effect of change in exchange rate | 556 | (1,173) |
Goodwill, end of period | $ 0 | $ 2,468 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 8,098 | $ 8,098 |
Accumulated amortization | (7,856) | (6,873) |
Net book value | 242 | 1,225 |
Amortization expense | 1,000 | 1,500 |
Future estimated amortization expense [Abstract] | ||
2,017 | 130 | |
2,018 | 71 | |
2,019 | 30 | |
2,020 | 4 | |
2,021 | 4 | |
Thereafter | 3 | |
Net book value | 242 | 1,225 |
Patents [Member] | USA Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,498 | 1,498 |
Accumulated amortization | (1,334) | (1,215) |
Net book value | $ 164 | 283 |
Estimated useful life | 17 years | |
Future estimated amortization expense [Abstract] | ||
Net book value | $ 164 | 283 |
Trademarks [Member] | USA Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 76 | 76 |
Accumulated amortization | 0 | 0 |
Net book value | $ 76 | 76 |
Estimated useful life | 3 years | |
Future estimated amortization expense [Abstract] | ||
Net book value | $ 76 | 76 |
Customer Lists [Member] | USA Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 6,524 | 6,524 |
Accumulated amortization | (6,522) | (5,658) |
Net book value | 2 | 866 |
Future estimated amortization expense [Abstract] | ||
Net book value | $ 2 | $ 866 |
Customer Lists [Member] | USA Segment [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 7 years | |
Customer Lists [Member] | USA Segment [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years |
SEVERANCE ACTIVITIES (Details)
SEVERANCE ACTIVITIES (Details) - W. John Short [Member] | 12 Months Ended |
Dec. 31, 2016USD ($)Installments | |
Severance Activities [Abstract] | |
Postemployment benefits liability, initial payment | $ 220,000 |
Postemployment benefits liability, additional payment | 225,000 |
Postemployment benefits liability, equal monthly installments | 17,000 |
Compensation payment | $ 80,000 |
Number of installments | Installments | 15 |
Severance expense | $ 700,000 |
Severance expense paid | $ 300,000 |
DEBT, Current and Long-term Por
DEBT, Current and Long-term Portions of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total debt | $ 15,887 | $ 15,958 |
Current portion | 9,878 | 5,050 |
Long-term portion | 6,009 | 10,908 |
Required future minimum payments on debt [Abstract] | ||
2,017 | 5,992 | |
2,018 | 772 | |
2,019 | 6,645 | |
2,020 | 515 | |
2,021 | 503 | |
Thereafter | 1,598 | |
Long-term debt | 16,025 | |
Debt issuance costs | (138) | |
Total debt | 15,887 | 15,958 |
Corporate Segment [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 9,071 | 9,655 |
Required future minimum payments on debt [Abstract] | ||
2,017 | 3,223 | |
2,018 | 20 | |
2,019 | 5,966 | |
2,020 | 0 | |
2,021 | 0 | |
Thereafter | 0 | |
Long-term debt | 9,209 | |
Debt issuance costs | (138) | |
Total debt | 9,071 | 9,655 |
Corporate Segment [Member] | Senior Revolving Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,725 | 1,617 |
Required future minimum payments on debt [Abstract] | ||
Total debt | 1,725 | 1,617 |
Corporate Segment [Member] | Senior Term Note, Net [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 917 | 1,407 |
Required future minimum payments on debt [Abstract] | ||
Total debt | 917 | 1,407 |
Corporate Segment [Member] | Subordinated Notes, Net [Member] | Notes Due May 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 6,310 | 6,310 |
Required future minimum payments on debt [Abstract] | ||
Total debt | 6,310 | 6,310 |
Corporate Segment [Member] | Subordinated Notes, Net [Member] | Notes Paid July 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 205 |
Required future minimum payments on debt [Abstract] | ||
Total debt | 0 | 205 |
Corporate Segment [Member] | Other [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 119 | 116 |
Required future minimum payments on debt [Abstract] | ||
Total debt | 119 | 116 |
Brazil Segment [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 6,816 | 6,303 |
Required future minimum payments on debt [Abstract] | ||
2,017 | 2,769 | |
2,018 | 752 | |
2,019 | 679 | |
2,020 | 515 | |
2,021 | 503 | |
Thereafter | 1,598 | |
Long-term debt | 6,816 | |
Debt issuance costs | 0 | |
Total debt | 6,816 | 6,303 |
Brazil Segment [Member] | Other [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 81 | 34 |
Required future minimum payments on debt [Abstract] | ||
Total debt | 81 | 34 |
Brazil Segment [Member] | Capital Expansion Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,454 | 2,067 |
Required future minimum payments on debt [Abstract] | ||
Total debt | 2,454 | 2,067 |
Brazil Segment [Member] | Working Capital Lines of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 401 | 828 |
Required future minimum payments on debt [Abstract] | ||
Total debt | 401 | 828 |
Brazil Segment [Member] | Advances on Customer Export Orders [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,113 | 1,310 |
Required future minimum payments on debt [Abstract] | ||
Total debt | 1,113 | 1,310 |
Brazil Segment [Member] | Special Tax Programs [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,767 | 2,064 |
Required future minimum payments on debt [Abstract] | ||
Total debt | $ 2,767 | $ 2,064 |
DEBT, Corporate Segment, Senior
DEBT, Corporate Segment, Senior Revoloving Loan and Term Note (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 24, 2016 | Feb. 29, 2016 | May 31, 2015 | Dec. 31, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Jun. 30, 2016 |
Senior Revolving Loan and Term Note [Abstract] | |||||||
Number of warrants issued to acquire shares of common stock (in shares) | 10,838,978 | ||||||
Remaining unamortized debt discount | $ 138 | ||||||
Corporate Segment [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Remaining unamortized debt discount | 138 | ||||||
Corporate Segment [Member] | Senior Secured Credit Facility [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Amount borrowed | $ 8,000 | ||||||
Corporate Segment [Member] | Senior Secured Credit Facility [Member] | May 2015 Agreement [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Amount borrowed | 8,000 | ||||||
Amount of principal payment per installment | 100 | ||||||
Debt instrument reminder payable at maturity | $ 1,400 | ||||||
Number of warrants issued to acquire shares of common stock (in shares) | 300,000 | ||||||
Exercise price of warrants (in dollars per share) | $ 5.25 | ||||||
Remaining unamortized debt discount | 300 | ||||||
Remaining unamortized debt issuance cost | 100 | ||||||
Credit facility, liquidity covenant amount | $ 2,000 | ||||||
Credit facility, covenant amount available in cash | 1,000 | ||||||
Credit facility, covenant amount available borrowings | 1,000 | ||||||
Fair value of warrants | 100 | ||||||
Corporate Segment [Member] | Senior Secured Credit Facility [Member] | February 2016 Agreement [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Credit facility, liquidity covenant amount | $ 1,500 | ||||||
Credit facility, covenant amount available in cash | $ 800 | ||||||
Average monthly adjusted EBITDA, calculation period | 3 months | ||||||
Average monthly adjusted EBITDA | $ 100 | ||||||
Repayments of Notes Payable | $ 1,000 | ||||||
Amount paid in consideration of amendment expenses | 100 | ||||||
Corporate Segment [Member] | Senior Revolving Loan [Member] | May 2015 Agreement [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Amount borrowed | 3,500 | ||||||
Corporate Segment [Member] | Senior Revolving Loan [Member] | Amendment Agreement [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Amount paid in consideration of amendment expenses | $ 200 | ||||||
Corporate Segment [Member] | Senior Revolving Loan [Member] | Amendment Agreement [Member] | Minimum [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Credit facility, liquidity covenant amount | $ 1,000 | $ 1,300 | |||||
Credit facility, covenant amount available in cash | $ 300 | $ 500 | |||||
Corporate Segment [Member] | Senior Revolving Loan [Member] | Limited Waiver and Amendment Agreement [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Amount paid in consideration of amendment expenses | $ 200 | ||||||
Corporate Segment [Member] | Senior Term Note, Net [Member] | Maximum [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Additional borrowings | 2,000 | ||||||
Corporate Segment [Member] | Senior Term Note, Net [Member] | May 2015 Agreement [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Amount borrowed | $ 2,500 | ||||||
Period that term loan may be increased | 2 years | ||||||
Maturity date of note | Jun. 1, 2018 | ||||||
Maturity extension period | 1 year | ||||||
Variable interest rate | 11.50% | ||||||
Corporate Segment [Member] | Senior Term Note, Net [Member] | May 2015 Agreement [Member] | LIBOR [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Variable interest rate | 10.75% | ||||||
Corporate Segment [Member] | Senior Term Note, Net [Member] | May 2015 Agreement [Member] | Interest Rate Floor [Member] | LIBOR [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Variable interest rate | 0.75% | ||||||
Corporate Segment [Member] | Senior Term Note, Net [Member] | May 2015 Agreement [Member] | Interest Rate Cap [Member] | LIBOR [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Variable interest rate | 1.25% | ||||||
Brazil Segment [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Remaining unamortized debt discount | $ 0 | ||||||
Brazil Segment [Member] | Capital Expansion Loans [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Maturity date of note | Dec. 31, 2021 | ||||||
Brazil Segment [Member] | Working Capital Lines of Credit [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Maturity date of note | Dec. 31, 2018 | ||||||
Brazil Segment [Member] | Advances on Customer Export Orders [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Maturity date of note | Dec. 31, 2017 | ||||||
Brazil Segment [Member] | Special Tax Programs [Member] | |||||||
Senior Revolving Loan and Term Note [Abstract] | |||||||
Maturity date of note | Jan. 31, 2029 |
DEBT, Corporate Segment, Subord
DEBT, Corporate Segment, Subordinated Notes (Details) $ / shares in Units, $ in Thousands | May 31, 2015USD ($)Installments$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) |
Subordinated Notes [Abstract] | |||
Number of warrants issued to acquire shares of common stock (in shares) | shares | 10,838,978 | ||
Loss on extinguishment | $ 0 | $ (1,904) | |
Corporate Segment [Member] | Subordinated Notes, Net [Member] | Notes Due May 2018 [Member] | |||
Subordinated Notes [Abstract] | |||
Variable interest rate | 11.75% | ||
Principal amount outstanding of subordinated notes | $ 6,300 | ||
Stated annual interest rate | 5.00% | ||
Maturity date of note | May 31, 2018 | ||
Number of quarterly installments | Installments | 7 | ||
Amount of principal payment per installment | $ 300 | ||
Number of warrants issued to acquire shares of common stock (in shares) | shares | 289,670 | ||
Exercise price per warrant (in dollars per share) | $ / shares | $ 1.50 | ||
Loss on extinguishment | $ (1,900) | ||
Carrying value of the note | 5,100 | ||
Fair value of warrants | $ 700 | ||
Corporate Segment [Member] | Subordinated Notes, Net [Member] | Notes Due May 2018 [Member] | LIBOR [Member] | |||
Subordinated Notes [Abstract] | |||
Variable interest rate | 11.00% | ||
Corporate Segment [Member] | Subordinated Notes, Net [Member] | Notes Paid May 2020 [Member] | |||
Subordinated Notes [Abstract] | |||
Exercise price per warrant (in dollars per share) | $ / shares | $ 5.25 |
DEBT, Brazil Segment (Details)
DEBT, Brazil Segment (Details) - Brazil Segment [Member] BRL in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2016BRL | Jul. 31, 2012BRL | |
Brazil Segment [Abstract] | |||
Installment loan amount in arrears | $ | $ 0.5 | ||
Capital Expansion Loans [Member] | |||
Brazil Segment [Abstract] | |||
Principal amount outstanding of subordinated notes | BRL 8 | ||
Stated annual interest rate | 6.50% | 6.50% | |
Maturity date of note | Dec. 31, 2021 | ||
Capital Expansion Loans [Member] | July 2012 Agreement [Member] | |||
Brazil Segment [Abstract] | |||
Stated annual interest rate | 5.50% | ||
Maturity date of note | Jul. 31, 2019 | ||
Amount borrowed | BRL 1.7 | ||
Working Capital Lines of Credit [Member] | |||
Brazil Segment [Abstract] | |||
Maturity date of note | Dec. 31, 2018 | ||
Working Capital Lines of Credit [Member] | Minimum [Member] | |||
Brazil Segment [Abstract] | |||
Stated annual interest rate | 8.40% | 8.40% | |
Borrowing capacity, percentage of collateral | 40.00% | 40.00% | |
Working Capital Lines of Credit [Member] | Maximum [Member] | |||
Brazil Segment [Abstract] | |||
Stated annual interest rate | 34.80% | 34.80% | |
Borrowing capacity, percentage of collateral | 100.00% | 100.00% | |
Working Capital Lines of Credit [Member] | Average [Member] | |||
Brazil Segment [Abstract] | |||
Stated annual interest rate | 19.90% | 19.90% | |
Advances on Customer Export Orders [Member] | |||
Brazil Segment [Abstract] | |||
Stated annual interest rate | 30.70% | 30.70% | |
Maturity date of note | Dec. 31, 2017 | ||
Special Tax Programs [Member] | |||
Brazil Segment [Abstract] | |||
Stated annual interest rate | 13.80% | 13.80% | |
Maturity date of note | Jan. 31, 2029 |
EQUITY AND SHARE-BASED COMPEN55
EQUITY AND SHARE-BASED COMPENSATION, Preferred Stock and Warrant Offering (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | |
Preferred Stock and Warrant Offering [Abstract] | |||
Warrants to purchase shares of common stock (in shares) | shares | 10,838,978 | ||
Proceeds from issuance of preferred stock and warrants, net of issuance costs | $ 2,554 | $ 0 | |
Dividends on preferred stock | $ 0 | ||
Warrant exercise price (in dollars per share) | $ / shares | $ 4.14 | ||
Increase in warrants underlying exercisable (in shares) | shares | 1,489,868 | ||
Series F Convertible Preferred Stock [Member] | |||
Preferred Stock and Warrant Offering [Abstract] | |||
Issuance of preferred stock (in shares) | shares | 3,000 | 3,000 | |
Convertible preferred shares into common stock (in shares) | shares | 2,000,000 | ||
Preferred stock conversion ratio to common stock | 666.66666 | ||
Amount per share of preferred stock entitled to receive dividend (in dollars per share) | $ / shares | $ 0.01 | ||
Dividends on preferred stock | $ 500 | ||
Fair value of common stock issued | 2,700 | ||
Warrants [Member] | Series F Convertible Preferred Stock [Member] | |||
Preferred Stock and Warrant Offering [Abstract] | |||
Underwriters cash fee | 200 | ||
Proceeds from issuance of preferred stock and warrants, net of issuance costs | 2,600 | ||
Warrants offering expenses | 400 | ||
Gross proceeds | $ 3,000 | ||
Warrants [Member] | Expiration August, 2021 [Member] | |||
Preferred Stock and Warrant Offering [Abstract] | |||
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 |
EQUITY AND SHARE-BASED COMPEN56
EQUITY AND SHARE-BASED COMPENSATION, Employee and Director RSA Issuances and Adjustments (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2015 | Aug. 31, 2014 | Dec. 31, 2016 | |
Employee and Director RSA Issuances and Adjustments [Abstract] | ||||
Withholding tax obligations (in shares) | 42,662 | |||
Director [Member] | ||||
Employee and Director RSA Issuances and Adjustments [Abstract] | ||||
Grant date fair value (in dollars per share) | $ 1.46 | |||
Director [Member] | Vested in June 30, 2017 [Member] | ||||
Employee and Director RSA Issuances and Adjustments [Abstract] | ||||
Issued (in shares) | 174,825 | |||
Director and Executive Officers [Member] | ||||
Employee and Director RSA Issuances and Adjustments [Abstract] | ||||
Grant date fair value (in dollars per share) | $ 3.38 | $ 4.91 | ||
Issued (in shares) | 139,047 | 281,620 | ||
Director and Executive Officers [Member] | Vesting in June 2018 [Member] | ||||
Employee and Director RSA Issuances and Adjustments [Abstract] | ||||
Vesting period | 3 years | |||
Vesting percentage | 48.00% | |||
Director and Executive Officers [Member] | Vested in August 2014 [Member] | ||||
Employee and Director RSA Issuances and Adjustments [Abstract] | ||||
Vesting percentage | 16.00% | |||
Director and Executive Officers [Member] | Vested in June 2015 [Member] | ||||
Employee and Director RSA Issuances and Adjustments [Abstract] | ||||
Vesting percentage | 19.00% | |||
Director and Executive Officers [Member] | Vesting in August 2017 [Member] | ||||
Employee and Director RSA Issuances and Adjustments [Abstract] | ||||
Vesting percentage | 65.00% | |||
W. John Short [Member] | ||||
Employee and Director RSA Issuances and Adjustments [Abstract] | ||||
Unvested awards (in shares) | 147,836 | |||
Withholding tax obligations (in shares) | 36,959 |
EQUITY AND SHARE-BASED COMPEN57
EQUITY AND SHARE-BASED COMPENSATION, Other Equity Issuances and Adjustments (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||
Feb. 29, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Jan. 31, 2016 | |
Other Equity Issuances and Adjustments [Abstract] | |||||
Warrants to purchase shares of common stock (in shares) | 10,838,978 | ||||
Supplier [Member] | Common Stock [Member] | |||||
Other Equity Issuances and Adjustments [Abstract] | |||||
Common stock shares issued to supplier (in shares) | 950,000 | ||||
Fixed price per share held in escrow by supplier (in dollars per share) | $ 2.80 | ||||
Shares released from escrow (in shares) | 10,753 | ||||
Lender [Member] | Warrants [Member] | Expiration January, 2021 [Member] | |||||
Other Equity Issuances and Adjustments [Abstract] | |||||
Exercise price per warrant (in dollars per share) | $ 1.60 | $ 1.85 | |||
Director [Member] | Warrants [Member] | Expiration January, 2021 [Member] | |||||
Other Equity Issuances and Adjustments [Abstract] | |||||
Warrants to purchase shares of common stock (in shares) | 25,000 | ||||
Exercise price per warrant (in dollars per share) | $ 5.25 | ||||
Note Payable [Member] | Director [Member] | |||||
Other Equity Issuances and Adjustments [Abstract] | |||||
Due to related parties | $ 0.3 |
EQUITY AND SHARE-BASED COMPEN58
EQUITY AND SHARE-BASED COMPENSATION, Equity Incentive Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Company Plan [Abstract] | |||
Common stock, shares issued (in shares) | 10,790,351 | 9,537,415 | |
Restricted Stock Award Activity, Fair Value [Abstract] | |||
Payments Related to Tax Withholding for Share-based Compensation | $ 43,000 | $ 0 | |
Stock Option and RSA [Member] | |||
Equity Incentive Plan, RSAs and Stock Options [Abstract] | |||
Total share based compensation expense | 1,010,000 | 857,000 | |
Stock Option and RSA [Member] | USA [Member] | |||
Equity Incentive Plan, RSAs and Stock Options [Abstract] | |||
Total share based compensation expense | 975,000 | 804,000 | |
Stock Option and RSA [Member] | Brazil [Member] | |||
Equity Incentive Plan, RSAs and Stock Options [Abstract] | |||
Total share based compensation expense | $ 35,000 | $ 53,000 | |
Restricted Stock Award [Member] | |||
Restricted Stock Award Activity, Number [Roll Forward] | |||
Beginning balance, Nonvested (in shares) | 324,229 | ||
Granted (in shares) | 201,752 | ||
Vested, including shares withheld to cover taxes (in shares) | (269,142) | ||
Forfeited (in shares) | 0 | ||
Ending balance, Nonvested (in shares) | 256,839 | 324,229 | |
Restricted Stock Award Activity, Weighted Average Grant Date Fair Value [Abstract] | |||
Beginning balance, Nonvested (in dollars per share) | $ 4.25 | ||
Granted (in dollars per share) | 1.42 | ||
Vested, including shares withheld to cover taxes (in dollars per share) | 3.86 | ||
Ending balance, Nonvested (in dollars per share) | $ 2.44 | $ 4.25 | |
Restricted Stock Award Activity, Fair Value [Abstract] | |||
Vested, including shares withheld to cover taxes, Fair Value | [1] | $ 366,567 | |
Nonvested, Fair Value | [2] | $ 264,544 | |
Fair value of the nonvested RSAs closing stock price (in dollars per share) | $ 1.03 | ||
Number of shares withheld for tax obligations (in shares) | 42,662 | ||
Payments Related to Tax Withholding for Share-based Compensation | $ 43,000 | ||
2014 Plan [Member] | |||
Company Plan [Abstract] | |||
Initially reserved (in shares) | 1,600,000 | ||
Options granted to purchase common stock (in shares) | 170,811 | ||
Common stock, shares issued (in shares) | 256,839 | ||
Common stock reserved for future issuance (in shares) | 841,159 | ||
Term of options | 10 years | ||
2014 Plan [Member] | Stock Option and RSA [Member] | |||
Equity Incentive Plan, RSAs and Stock Options [Abstract] | |||
Compensation expense not yet recognized | $ 691,000 | ||
Period over which compensation expense is recognized | 8 months 12 days | ||
[1] | The aggregate fair value of vested RSAs represents the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSAs had all such holders sold their underlying shares on that date. | ||
[2] | The aggregate fair value of the nonvested RSAs represents the total pre-tax fair value, based on our closing stock price of $1.03 as of December 30, 2016 (the last trading day of the year), which would have been received by holders of RSAs had all such holders sold their underlying shares on that date. |
EQUITY AND SHARE-BASED COMPEN59
EQUITY AND SHARE-BASED COMPENSATION, Stock Option (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shares Under Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 357,797 | 269,642 | |
Granted (in shares) | 0 | 110,993 | |
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | (186,986) | (22,838) | |
Outstanding at end of period (in shares) | 170,811 | 357,797 | 269,642 |
Exercisable at end of period (in shares) | 128,332 | ||
Options, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $ 12.12 | $ 12.12 | |
Granted (in dollars per share) | 3.26 | ||
Forfeited, expired or cancelled (in dollars per share) | 8.88 | 20.21 | |
Outstanding at end of period (in dollars per share) | 8.83 | $ 12.12 | $ 12.12 |
Exercisable at end of period (in dollars per share) | $ 10.53 | ||
Options, Weighted Average Remaining Contractual Life [Abstract] | |||
Outstanding, weighted average remaining contractual life | 7 years 2 months 12 days | 7 years 10 months 24 days | 7 years 10 months 24 days |
Exercisable, weighted average remaining contractual life | 6 years 9 months 18 days |
EQUITY AND SHARE-BASED COMPEN60
EQUITY AND SHARE-BASED COMPENSATION, Assumptions, Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] | ||
Fair value of options granted (in dollars per share) | $ 0 | $ 2.68 |
Weighted-average assumptions used in valuing stock options [Abstract] | ||
Assumed volatility, minimum | 90.70% | |
Assumed volatility, maximum | 112.50% | |
Assumed volatility, weighted average | 112.00% | |
Assumed risk free interest rate, minimum | 0.90% | |
Assumed risk free interest rate, maximum | 1.60% | |
Assumed risk free interest rate, weighted average | 1.60% | |
Average expected life of options | 6 years 2 months 12 days | |
Expected dividends | $ 0 | |
Forfeiture rate | 5.00% | |
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Shares underlying options, outstanding (in shares) | 170,811 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 8.83 | |
Weighted average remaining contractual life, outstanding | 7 years 2 months 12 days | |
Shares underlying options, exercisable (in shares) | 128,332 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 10.53 | |
Weighted average remaining contractual life, exercisable | 6 years 9 months 18 days | |
$1.98 to $2.97 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Shares underlying options, outstanding (in shares) | 28,392 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 2.80 | |
Weighted average remaining contractual life, outstanding | 8 years 8 months 12 days | |
Shares underlying options, exercisable (in shares) | 15,664 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 2.65 | |
Weighted average remaining contractual life, exercisable | 8 years 8 months 12 days | |
$1.98 to $2.97 [Member] | Minimum [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $ 1.98 | |
$1.98 to $2.97 [Member] | Maximum [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, upper range limit (in dollars per share) | 2.97 | |
$3.47 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, upper range limit (in dollars per share) | $ 3.47 | |
Shares underlying options, outstanding (in shares) | 34,790 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 3.47 | |
Weighted average remaining contractual life, outstanding | 8 years 6 months | |
Shares underlying options, exercisable (in shares) | 17,390 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 3.47 | |
Weighted average remaining contractual life, exercisable | 8 years 6 months | |
$4.77 to $6.00 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Shares underlying options, outstanding (in shares) | 57,603 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 4.82 | |
Weighted average remaining contractual life, outstanding | 7 years 7 months 6 days | |
Shares underlying options, exercisable (in shares) | 45,252 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 4.83 | |
Weighted average remaining contractual life, exercisable | 7 years 7 months 6 days | |
$4.77 to $6.00 [Member] | Minimum [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $ 4.77 | |
$4.77 to $6.00 [Member] | Maximum [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, upper range limit (in dollars per share) | 6 | |
$16.00 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, upper range limit (in dollars per share) | $ 16 | |
Shares underlying options, outstanding (in shares) | 43,235 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 16 | |
Weighted average remaining contractual life, outstanding | 4 years 10 months 28 days | |
Shares underlying options, exercisable (in shares) | 43,235 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 16 | |
Weighted average remaining contractual life, exercisable | 4 years 10 months 24 days | |
$28.00 to $74.00 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Shares underlying options, outstanding (in shares) | 6,791 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 49.94 | |
Weighted average remaining contractual life, outstanding | 4 years 7 months 20 days | |
Shares underlying options, exercisable (in shares) | 6,791 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 49.94 | |
Weighted average remaining contractual life, exercisable | 4 years 7 months 6 days | |
$28.00 to $74.00 [Member] | Minimum [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $ 28 | |
$28.00 to $74.00 [Member] | Maximum [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, upper range limit (in dollars per share) | $ 74 |
EQUITY AND SHARE-BASED COMPEN61
EQUITY AND SHARE-BASED COMPENSATION, Warrant Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants [Member] | |||
Shares Under Warrants, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 7,093,628 | 6,503,959 | |
Granted or issued (in shares) | 2,685,000 | 589,669 | |
Impact of anti-dilution clauses (in shares) | 1,063,379 | ||
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | (3,029) | 0 | |
Outstanding at end of period (in shares) | 10,838,978 | 7,093,628 | 6,503,959 |
Exercisable at end of period (in shares) | 10,838,978 | ||
Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $ 5.73 | $ 5.77 | |
Granted (in dollars per share) | 2.03 | 5.25 | |
Impact of anti-dilution clauses (in dollars per share) | 1.50 | ||
Forfeited, expired or cancelled (in dollars per share) | 47 | ||
Outstanding at end of period (in dollars per share) | 4.14 | $ 5.73 | $ 5.77 |
Exercisable at end of period (in dollars per share) | $ 4.14 | ||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual life | 2 years 9 months 18 days | 3 years 4 months 24 days | 4 years 3 months 18 days |
Exercisable, weighted average remaining contractual life | 2 years 9 months 18 days | ||
Equity Warrants [Member] | |||
Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Forfeited, expired or cancelled (in dollars per share) | $ 46.80 | ||
Equity Warrants [Member] | Warrants [Member] | |||
Shares Under Warrants, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 6,367,139 | 6,077,470 | |
Granted or issued (in shares) | 0 | 289,669 | |
Impact of anti-dilution clauses (in shares) | 0 | ||
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | (3,029) | 0 | |
Outstanding at end of period (in shares) | 6,364,110 | 6,367,139 | 6,077,470 |
Exercisable at end of period (in shares) | 6,364,110 | ||
Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $ 5.78 | $ 5.81 | |
Granted (in dollars per share) | 5.25 | ||
Outstanding at end of period (in dollars per share) | 5.77 | $ 5.78 | $ 5.81 |
Exercisable at end of period (in dollars per share) | $ 5.77 | ||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual life | 2 years 4 months 24 days | 3 years 4 months 24 days | 4 years 4 months 24 days |
Exercisable, weighted average remaining contractual life | 2 years 4 months 24 days | ||
Liability Warrants [Member] | |||
Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Impact of anti-dilution clauses (in dollars per share) | $ 1.50 | ||
Liability Warrants [Member] | Warrants [Member] | |||
Shares Under Warrants, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 726,489 | 426,489 | |
Granted or issued (in shares) | 2,685,000 | 300,000 | |
Impact of anti-dilution clauses (in shares) | 1,063,379 | ||
Exercised (in shares) | 0 | 0 | |
Forfeited, expired or cancelled (in shares) | 0 | 0 | |
Outstanding at end of period (in shares) | 4,474,868 | 726,489 | 426,489 |
Exercisable at end of period (in shares) | 4,474,868 | ||
Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $ 5.24 | $ 5.24 | |
Granted (in dollars per share) | 2.03 | 5.25 | |
Outstanding at end of period (in dollars per share) | 1.82 | $ 5.24 | $ 5.24 |
Exercisable at end of period (in dollars per share) | $ 1.82 | ||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual life | 3 years 3 months 18 days | 2 years 10 months 24 days | 2 years 10 months 24 days |
Granted | 4 years 7 months 6 days | ||
Impact of anti-dilution clauses | 10 months 24 days | ||
Exercisable, weighted average remaining contractual life | 3 years 3 months 18 days |
EQUITY AND SHARE-BASED COMPEN62
EQUITY AND SHARE-BASED COMPENSATION, Warrants Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Jan. 31, 2016 | May 31, 2015 | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Shares under warrants, outstanding and exercisable (in shares) | 10,838,978 | |||
Weighted average exercise price, outstanding and exercisable (in dollars per share) | $ 4.14 | |||
Weighted average remaining contractual life, outstanding and exercisable | 2 years 9 months 18 days | |||
Number of warrants (in shares) | 2 | |||
Increase in warrants underlying exercisable (in shares) | 1,489,868 | |||
Shares callable with remaining warrants (in shares) | 25,000 | 300,000 | ||
Equity Warrants [Member] | $5.25 [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Exercise price range, upper range limit (in dollars per share) | [1] | $ 5.25 | ||
Shares under warrants, outstanding and exercisable (in shares) | [1] | 2,336,358 | ||
Weighted average exercise price, outstanding and exercisable (in dollars per share) | [1] | $ 5.25 | ||
Weighted average remaining contractual life, outstanding and exercisable | [1] | 2 years 4 months 24 days | ||
Equity Warrants [Member] | $5.27 to $5.87 [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Shares under warrants, outstanding and exercisable (in shares) | 1,984,981 | |||
Weighted average exercise price, outstanding and exercisable (in dollars per share) | $ 5.48 | |||
Weighted average remaining contractual life, outstanding and exercisable | 3 years | |||
Equity Warrants [Member] | $5.27 to $5.87 [Member] | Minimum [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Exercise price range, lower range limit (in dollars per share) | $ 5.27 | |||
Equity Warrants [Member] | $5.27 to $5.87 [Member] | Maximum [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Exercise price range, upper range limit (in dollars per share) | $ 5.87 | |||
Equity Warrants [Member] | $6.55 to $ 16.80 [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Shares under warrants, outstanding and exercisable (in shares) | 2,067,771 | |||
Weighted average exercise price, outstanding and exercisable (in dollars per share) | $ 6.61 | |||
Weighted average remaining contractual life, outstanding and exercisable | 2 years | |||
Equity Warrants [Member] | $6.55 to $ 16.80 [Member] | Minimum [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Exercise price range, lower range limit (in dollars per share) | $ 6.55 | |||
Equity Warrants [Member] | $6.55 to $ 16.80 [Member] | Maximum [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Exercise price range, upper range limit (in dollars per share) | $ 16.80 | |||
Liability Warrants [Member] | $1.50 to $1.60 [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Shares under warrants, outstanding and exercisable (in shares) | [2] | 1,789,868 | ||
Weighted average exercise price, outstanding and exercisable (in dollars per share) | [2] | $ 1.52 | ||
Weighted average remaining contractual life, outstanding and exercisable | [2] | 1 year 3 months 18 days | ||
Liability Warrants [Member] | $1.50 to $1.60 [Member] | Minimum [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Exercise price range, lower range limit (in dollars per share) | [2] | $ 1.50 | ||
Liability Warrants [Member] | $1.50 to $1.60 [Member] | Maximum [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Exercise price range, upper range limit (in dollars per share) | [2] | 1.60 | ||
Liability Warrants [Member] | $2.00 [Member] | ||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||
Exercise price range, upper range limit (in dollars per share) | [3] | $ 2 | ||
Shares under warrants, outstanding and exercisable (in shares) | [3] | 2,660,000 | ||
Weighted average exercise price, outstanding and exercisable (in dollars per share) | [3] | $ 2 | ||
Weighted average remaining contractual life, outstanding and exercisable | [3] | 4 years 7 months 6 days | ||
[1] | Includes a warrant for 25,000 shares issued in January 2016 classified as a derivative warrant liability in our balance sheets due to the Share Sequencing. | |||
[2] | Includes two warrants for 1,489,868 shares which contain full ratchet anti-dilution provisions and are classified as derivative warrant liabilities in our balance sheets. Under the anti-dilution clauses contained in these warrants, in the event of equity issuances (i.e. issuances of our common stock, certain awards of stock options to employees, and issuances of warrants and/or other convertible instruments) at prices below the exercise prices of these warrants, we may be required to lower the exercise price on these warrants and increase the number of shares underlying these warrants. The remaining warrant for 300,000 shares was issued to the Lender in May 2015 and contains a most favored nations anti-dilution provision. Under that provision, in the event of issuances of stock options and/or convertible instruments with anti-dilution provisions (providing for the adjustment of the exercise price, conversion price or other price or rate at which shares of common stock thereunder may be purchased, acquired or converted, and/or any upward adjustment in the number of shares of common stock issuable) we may be required to lower the exercise price on this warrant and/or increase the number of shares underlying this warrant. | |||
[3] | The warrants were issued in February 2016, in conjunction with the sale of the Series F Preferred Stock and are classified as derivative warrant liabilities in our balance sheets primarily due to the Share Sequencing. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||||
Less: Valuation allowance | $ (9,763) | $ (7,763) | $ (15,308) | $ (9,763) |
Summary of Changes in Valuation Allowance [Roll Forward] | ||||
Valuation allowances at beginning of year | 9,763 | 7,763 | ||
Net operating loss | 2,185 | 2,348 | ||
Brazil increase, net of foreign currency translation effects | 2,801 | 82 | ||
Other | 559 | (413) | ||
Valuation allowances at end of year | 15,308 | 9,763 | ||
Loss before income taxes [Abstract] | ||||
Foreign | (8,300) | (5,136) | ||
Domestic | (2,924) | (5,616) | ||
Loss before income taxes | $ (11,224) | $ (10,752) | ||
Federal statutory income tax rate | 34.00% | 34.00% | ||
Income Tax Reconciliation [Abstract] | ||||
Income tax benefit at federal statutory rate | $ (3,816) | $ (3,656) | ||
Increase (decrease) resulting from: [Abstract] | ||||
State tax benefit, net of federal tax effect | (132) | (176) | ||
Change in valuation allowance | 4,572 | 3,601 | ||
Expiration of U.S. net operating losses | 105 | 101 | ||
Reduction in deferred balances for forfeited, expired or cancelled options | 168 | 75 | ||
Nontaxable fair value adjustment | (553) | (340) | ||
Nondeductible debt issuance expenses | 0 | 19 | ||
Impact of state rate changes | 10 | 16 | ||
Nondeductible expenses | (465) | 91 | ||
Adjustments to U.S. deferred balances | 152 | 93 | ||
Income tax benefit | $ 41 | (176) | ||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 14,300 | |||
Federal [Member] | Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, expiration dates | Dec. 31, 2018 | |||
Federal [Member] | Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, expiration dates | Dec. 31, 2036 | |||
State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 16,300 | |||
State [Member] | Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, expiration dates | Dec. 31, 2017 | |||
State [Member] | Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, expiration dates | Dec. 31, 2036 | |||
Brazil [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 20,700 | |||
USA [Member] | ||||
Components of Deferred Tax Assets and Liabilities [Abstract] | ||||
Net operating loss carryforwards | 5,609 | 4,007 | ||
Gain on sale of membership interests in Nutra SA | 363 | 366 | ||
Stock options and warrants | 724 | 719 | ||
Property | 753 | |||
Property | (174) | |||
Intangible assets | 76 | |||
Intangible assets | (274) | |||
Capitalized expenses | 342 | 462 | ||
Debt and deferred financing | 178 | 329 | ||
Other | 486 | 345 | ||
Net deferred tax assets | 8,531 | 5,780 | ||
Less: Valuation allowance | $ (5,814) | (5,814) | (8,558) | (5,814) |
Deferred tax asset (liability) | (27) | (34) | ||
Summary of Changes in Valuation Allowance [Roll Forward] | ||||
Valuation allowances at beginning of year | 5,814 | |||
Valuation allowances at end of year | 8,558 | 5,814 | ||
Brazil [Member] | ||||
Components of Deferred Tax Assets and Liabilities [Abstract] | ||||
Net operating loss carryforwards | 7,040 | 4,320 | ||
Property | (841) | (731) | ||
Other | 551 | 360 | ||
Net deferred tax assets | 6,750 | 3,949 | ||
Less: Valuation allowance | (3,949) | (3,949) | (6,750) | (3,949) |
Deferred tax asset (liability) | $ 0 | $ 0 | ||
Summary of Changes in Valuation Allowance [Roll Forward] | ||||
Valuation allowances at beginning of year | 3,949 | |||
Valuation allowances at end of year | $ 6,750 | $ 3,949 |
CONCENTRATION OF RISK (Details)
CONCENTRATION OF RISK (Details) - Employee | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | ||
Number of employees | 227 | |
Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Brazil [Member] | ||
Concentration Risk [Line Items] | ||
Number of employees | 152 | |
Customer 1 [Member] | USA [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 43.00% | 31.00% |
Customer 1 [Member] | USA [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 14.00% | |
Customer 2 [Member] | USA [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15.00% | |
Customer 3 [Member] | Brazil [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.00% | |
Customer 4 [Member] | Brazil [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.00% | |
Customer 4 [Member] | Brazil [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 28.00% | |
Customer 5 [Member] | Brazil [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.00% | |
Others [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 33.00% | 69.00% |
Others [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 43.00% | 83.00% |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | $ 15,887 | $ 15,958 |
Corporate Segment [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | 9,071 | 9,655 |
Brazil [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | 6,816 | 6,303 |
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 | $ (1,527) | $ (678) |
Additional assumptions used to calculate fair value [Abstract] | ||
Expected volatility | 64.00% | |
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 | 71.00% | |
Derivative Warrant Liability [Member] | Recurring [Member] | Maximum [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 1.90% | 1.20% |
Expected volatility | 89.00% | |
Derivative Warrant Liability [Member] | Recurring [Member] | Weighted Average [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 1.60% | 1.10% |
Expected volatility | 64.00% | 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 | $ (1,527) | $ (678) |
FAIR VALUE MEASUREMENT, Unobser
FAIR VALUE MEASUREMENT, Unobservable Input Reconciliation (Details) - Recurring [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 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] | 1,625 | 1,001 |
Issuance of New Instruments | (2,474) | (724) | |
Fair Value, at End of Period | $ (1,527) | $ (678) | |
[1] | Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. |
COMMITMENTS AND CONTINGENCIES67
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Mar. 24, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 06, 2009 | Aug. 28, 2008 |
Leases [Abstract] | |||||
Remaining term of lease | 17 years | ||||
Future minimum payments under operating lease commitments [Abstract] | |||||
2,017 | $ 387,000 | ||||
2,018 | 259,000 | ||||
2,019 | 196,000 | ||||
2,020 | 65,000 | ||||
2,021 | 65,000 | ||||
Thereafter | 780,000 | ||||
Total minimum lease payments | 1,752,000 | ||||
Lease expense | 600,000 | $ 700,000 | |||
Loss Contingencies [Line Items] | |||||
Amount of second installment on purchase agreement being withheld | 3,945,000 | 4,789,000 | |||
Gain recognized from contingencies | 1,598,000 | 0 | |||
Amount of escrow liability in accrued expenses | 0 | 1,921,000 | |||
Irgovel [Member] | |||||
Loss Contingencies [Line Items] | |||||
Damages sought by plaintiff | 900,000 | ||||
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 | ||||
Fine amount imposed since release of escrow | 0 | ||||
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 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jul. 05, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2016 |
Related Party Transaction [Line Items] | ||||
Number of warrants issued to acquire shares of common stock (in shares) | 10,838,978 | |||
Interest paid | $ 1,629,000 | $ 1,817,000 | ||
Loss on extinguishment | $ 0 | (1,904,000) | ||
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] | 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 | |||
Baruch Halpern [Member] | Warrants [Member] | Expiration May, 2020 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of warrants issued to acquire shares of common stock (in shares) | 119,366 | |||
Exercise price of warrants (in dollars per share) | $ 5.25 | |||
Baruch Halpern [Member] | Subordinated Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 2,600,000 | |||
Interest paid | 300,000 | 200,000 | ||
Loss on extinguishment | $ (700,000) | |||
Stated annual interest rate | 5.00% | |||
Baruch Halpern [Member] | Note Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 300,000 | |||
Stated annual interest rate | 11.75% | |||
W. John Short [Member] | Warrants [Member] | Expiration May, 2020 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of warrants issued to acquire shares of common stock (in shares) | 2,446 | |||
Exercise price of warrants (in dollars per share) | $ 5.25 | |||
W. John Short [Member] | Subordinated Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 50,000 | |||
Stated annual interest rate | 5.00% | |||
W. John Short [Member] | Subordinated Notes [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest paid | $ 10,000 | $ 10,000 |
FAILURE TO COMPLY WITH NASDAQ69
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 10, 2017 | Aug. 18, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||
Nasdaq minimum stockholders' equity listing requirement | $ 2,500 | ||||
Stockholders' equity (deficit) | $ (632) | $ (36) | $ 7,268 | ||
Nasdaq grant of extension period to regain compliance under minimum stockholders' equity requirement | 180 days | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Nasdaq minimum bid price requirement (in dollars per share) | $ 1 | ||||
Number of consecutive business days under minimum bid requirement | 30 days | ||||
Nasdaq grant of extension period to regain compliance under minimum bid requirement | 180 days |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
SEGMENT INFORMATION [Abstract] | |||
Number of reportable segments | Segment | 2 | ||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | |||
Revenues | $ 39,405 | $ 39,896 | |
Cost of goods sold | 31,436 | 31,826 | |
Gross profit | 7,969 | 8,070 | |
Depreciation and amortization (in selling, general and administrative) | (1,268) | (1,779) | |
Goodwill impairment | (3,024) | 0 | |
Other operating expenses | (14,808) | (12,567) | |
Loss from operations | (11,131) | (6,276) | |
Net income (loss) attributable to RiceBran Technologies shareholders | (8,530) | (8,268) | |
Interest expense | (4,032) | (3,101) | |
Depreciation (in costs of goods sold) | (1,769) | (2,284) | |
Purchases of property | 720 | 1,068 | |
Segment information for selected balance sheet accounts [Abstract] | |||
Inventories | 3,773 | 3,857 | |
Property and equipment, net | 18,933 | 18,328 | |
Goodwill | 790 | 3,258 | $ 4,431 |
Intangible assets, net | 242 | 1,225 | |
Total assets | 28,845 | 33,635 | |
USA [Member] | |||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | |||
Goodwill impairment | 0 | ||
Segment information for selected balance sheet accounts [Abstract] | |||
Goodwill | 790 | 790 | 790 |
Brazil [Member] | |||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | |||
Goodwill impairment | (3,024) | ||
Segment information for selected balance sheet accounts [Abstract] | |||
Goodwill | 0 | 2,468 | $ 3,641 |
Corporate [Member] | |||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | |||
Revenues | 0 | 0 | |
Cost of goods sold | 0 | 0 | |
Gross profit | 0 | 0 | |
Depreciation and amortization (in selling, general and administrative) | (89) | (79) | |
Goodwill impairment | 0 | ||
Other operating expenses | (7,078) | (4,892) | |
Loss from operations | (7,167) | (4,971) | |
Net income (loss) attributable to RiceBran Technologies shareholders | (5,906) | (6,948) | |
Interest expense | (2,484) | (1,404) | |
Depreciation (in costs of goods sold) | 0 | 0 | |
Purchases of property | 0 | 94 | |
Segment information for selected balance sheet accounts [Abstract] | |||
Inventories | 0 | 0 | |
Property and equipment, net | 392 | 418 | |
Goodwill | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Total assets | 1,339 | 3,497 | |
Operating Segments [Member] | USA [Member] | |||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | |||
Revenues | 32,675 | 23,341 | |
Cost of goods sold | 23,028 | 15,923 | |
Gross profit | 9,647 | 7,418 | |
Depreciation and amortization (in selling, general and administrative) | (1,122) | (1,569) | |
Goodwill impairment | 0 | ||
Other operating expenses | (5,532) | (4,288) | |
Loss from operations | 2,993 | 1,561 | |
Net income (loss) attributable to RiceBran Technologies shareholders | 2,993 | 1,561 | |
Interest expense | 0 | 0 | |
Depreciation (in costs of goods sold) | (837) | (890) | |
Purchases of property | 491 | 474 | |
Segment information for selected balance sheet accounts [Abstract] | |||
Inventories | 2,848 | 3,302 | |
Property and equipment, net | 7,652 | 8,408 | |
Goodwill | 790 | 790 | |
Intangible assets, net | 242 | 1,225 | |
Total assets | 13,486 | 15,261 | |
Operating Segments [Member] | Brazil [Member] | |||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | |||
Revenues | 6,745 | 16,601 | |
Cost of goods sold | 8,423 | 15,949 | |
Gross profit | (1,678) | 652 | |
Depreciation and amortization (in selling, general and administrative) | (57) | (131) | |
Goodwill impairment | (3,024) | ||
Other operating expenses | (2,198) | (3,387) | |
Loss from operations | (6,957) | (2,866) | |
Net income (loss) attributable to RiceBran Technologies shareholders | (5,617) | (2,881) | |
Interest expense | (1,548) | (1,697) | |
Depreciation (in costs of goods sold) | (932) | (1,394) | |
Purchases of property | 229 | 500 | |
Segment information for selected balance sheet accounts [Abstract] | |||
Inventories | 925 | 555 | |
Property and equipment, net | 10,889 | 9,502 | |
Goodwill | 0 | 2,468 | |
Intangible assets, net | 0 | 0 | |
Total assets | 14,020 | 14,877 | |
Intersegment [Member] | |||
Segment information identified and reconciliation of segment information to total consolidated information [Abstract] | |||
Revenues | (15) | (46) | |
Cost of goods sold | (15) | (46) | |
Gross profit | 0 | 0 | |
Depreciation and amortization (in selling, general and administrative) | 0 | 0 | |
Goodwill impairment | 0 | ||
Other operating expenses | 0 | 0 | |
Loss from operations | 0 | 0 | |
Net income (loss) attributable to RiceBran Technologies shareholders | 0 | 0 | |
Interest expense | 0 | 0 | |
Depreciation (in costs of goods sold) | 0 | 0 | |
Purchases of property | $ 0 | $ 0 |
SEGMENT INFORMATION, Revenue by
SEGMENT INFORMATION, Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers by Geographical Area [Line Items] | ||
Total revenues | $ 39,405 | $ 39,896 |
Reportable Geographic Segment [Member] | USA [Member] | ||
Revenues from External Customers by Geographical Area [Line Items] | ||
Total revenues | 29,981 | 21,978 |
Reportable Geographic Segment [Member] | Brazil [Member] | ||
Revenues from External Customers by Geographical Area [Line Items] | ||
Total revenues | 5,336 | 9,548 |
Reportable Geographic Segment [Member] | Other International [Member] | ||
Revenues from External Customers by Geographical Area [Line Items] | ||
Total revenues | $ 4,088 | $ 8,370 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Mar. 10, 2017$ / shares | Mar. 08, 2017USD ($) | Feb. 09, 2017USD ($)$ / sharesshares | Feb. 08, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Feb. 13, 2017shares |
Subsequent Event [Line Items] | |||||||
Increase in authorized number of shares of common stock (in shares) | shares | 25,000,000 | 25,000,000 | |||||
Warrants to purchase shares of common stock (in shares) | shares | 10,838,978 | ||||||
Proceeds from issuance of preferred stock and warrants, net of issuance costs | $ 2,554,000 | $ 0 | |||||
Repayment of debt | $ 38,153,000 | $ 23,823,000 | |||||
Warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants exercisable term | 5 years | ||||||
Warrants [Member] | Subordinated Debt [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants exercisable term | 5 years | ||||||
Warrants [Member] | Senior Secured Debt [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants exercisable term | 5 years | ||||||
Period for warrants shall not be exercisable | 6 years | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Increase in authorized number of shares of common stock (in shares) | shares | 50,000,000 | ||||||
Nasdaq minimum bid price requirement (in dollars per share) | $ / shares | $ 1 | ||||||
Nasdaq grant of extension period to regain compliance under minimum bid requirement | 180 days | ||||||
Number of consecutive business days under minimum bid requirement | 30 days | ||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of years experience in business finance | 25 years | ||||||
Number of years served as director of research and senior financial analyst | 20 years | ||||||
Number of years served in investment banking | 11 years | ||||||
Net worth of agricultural bank in which served on the Customer Advisory Board | $ 10,000,000,000 | ||||||
Subsequent Event [Member] | Preferred Registration Rights Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage factor used for calculating liquidated damages | 2.00% | ||||||
Subsequent Event [Member] | Preferred Registration Rights Agreement [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Liquidated damages aggregate percentage of investor purchased offering amount | 18.00% | ||||||
Subsequent Event [Member] | Debenture Registration Rights Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage factor used for calculating liquidated damages | 2.00% | ||||||
Subsequent Event [Member] | Debenture Registration Rights Agreement [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Liquidated damages aggregate percentage of investor purchased offering amount | 18.00% | ||||||
Subsequent Event [Member] | Subordinated Debt [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 3,484,675 | ||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | ||||||
Repayment of debt | $ 500,000 | ||||||
Reduction in interest rate | (7.00%) | ||||||
Subsequent Event [Member] | Senior Secured Debt [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of preferred stock and warrants, net of issuance costs | $ 5,600,000 | ||||||
Aggregate principal amount | 6,600,000 | ||||||
Aggregate Subscription Amount | 6,000,000 | ||||||
Repayment of debt | 3,800,000 | ||||||
Repayment of subordinated note | $ 500,000 | ||||||
Subsequent Event [Member] | Warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 1,423,488 | ||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | ||||||
Subsequent Event [Member] | Warrants [Member] | Subordinated Debt [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Amendment of existing warrants (in shares) | shares | 289,669 | ||||||
Subsequent Event [Member] | Warrants [Member] | Senior Secured Debt [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 6,875,000 | ||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | ||||||
Amendment of existing warrants (in shares) | shares | 875,000 | ||||||
Exercise price per warrant one (in dollars per share) | $ / shares | $ 5.87 | ||||||
Exercise price per warrant two (in dollars per share) | $ / shares | 5.27 | ||||||
Exercise price per warrant three (in dollars per share) | $ / shares | $ 5.25 | ||||||
Number of existing warrants repriced (in shares) | shares | 125 | ||||||
Subscription Price For Each Debenture | $ 1,000 | ||||||
Subsequent Event [Member] | Series G Convertible Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Convertible preferred shares into common stock (in shares) | shares | 2,000 | ||||||
Stated value of convertible preferred stock (in dollars per share) | $ / shares | $ 1,000 | ||||||
Preferred stock conversion ratio to common stock | 948.9915 | ||||||
Amount per share of preferred stock entitled to receive dividend (in dollars per share) | $ / shares | $ 0.01 | ||||||
Subsequent Event [Member] | Series G Convertible Preferred Stock [Member] | Warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of preferred stock and warrants, net of issuance costs | $ 1,850,000 |