Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RiceBran Technologies | |
Entity Central Index Key | 1,063,537 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,927,204 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidated Statements of Operations (Unaudited) [Abstract] | ||
Revenues | $ 11,435 | $ 10,051 |
Cost of goods sold | 8,924 | 7,814 |
Gross profit | 2,511 | 2,237 |
Operating expenses: | ||
Selling, general and administrative | 2,913 | 3,379 |
Depreciation and amortization | 114 | 348 |
Total operating expenses | 3,027 | 3,727 |
Loss from operations | (516) | (1,490) |
Other income (expense): | ||
Interest income | 3 | 33 |
Interest expense - accreted on debt | (542) | (292) |
Interest expense - other | (864) | (799) |
Change in fair value of derivative warrant liabilities | 1,099 | 811 |
Gain on resolution of Irgovel purchase litigation | 0 | 1,598 |
Foreign currency exchange, net | 19 | 66 |
Loss on extinguishment of debt | (1,680) | 0 |
Other expense, net | (120) | (65) |
Total other income (expense) | (2,085) | 1,352 |
Loss before income taxes | (2,601) | (138) |
Income tax benefit | 0 | 0 |
Net loss | (2,601) | (138) |
Net loss attributable to noncontrolling interest in Nutra SA | 319 | 438 |
Net loss attributable to RiceBran Technologies shareholders | (2,282) | 300 |
Dividend on preferred stock - beneficial conversion feature | (778) | (551) |
Net loss attributable to RiceBran Technologies common shareholders | $ (3,060) | $ (251) |
Loss per share attributable to RiceBran Technologies common shareholders | ||
Basic (in dollars per share) | $ (0.32) | $ (0.03) |
Diluted (in dollars per share) | $ (0.32) | $ (0.03) |
Weighted average number of shares outstanding | ||
Basic (in shares) | 9,657,543 | 9,215,684 |
Diluted (in shares) | 9,657,543 | 9,215,684 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidated Statements of Comprehensive Loss [Abstract] | ||
Net loss | $ (2,601) | $ (138) |
Other comprehensive (loss) income - foreign currency translation, net of tax | 145 | 446 |
Comprehensive (loss) income, net of tax | (2,456) | 308 |
Comprehensive loss attributable to noncontrolling interest, net of tax | 268 | 293 |
Total comprehensive (loss) income attributable to RiceBran Technologies shareholders | $ (2,188) | $ 601 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 3,366 | $ 451 |
Accounts receivable, net of allowance for doubtful accounts of $497 and $491, respectively (variable interest entity restricted $618 and $398, respectively) | 2,944 | 2,085 |
Inventories | 4,028 | 3,773 |
Operating taxes recoverable | 8 | 6 |
Deposits and other current assets | 896 | 1,213 |
Total current assets | 11,242 | 7,528 |
Property and equipment, net (variable interest entity restricted $2,599 and $2,481, respectively) | 18,881 | 18,933 |
Goodwill | 790 | 790 |
Intangible assets, net | 206 | 242 |
Operating taxes recoverable | 1,203 | 1,241 |
Other long-term assets | 141 | 111 |
Total assets | 32,463 | 28,845 |
Current liabilities: | ||
Accounts payable | 3,341 | 3,710 |
Accrued salary, wages and benefits | 3,824 | 3,828 |
Accrued expenses | 3,921 | 3,945 |
Current maturities of long-term debt (variable interest entity nonrecourse $7,399 and $6,816, respectively) | 7,435 | 9,878 |
Total current liabilities | 18,521 | 21,361 |
Long-term debt, less current portion (variable interest entity nonrecourse $0 and $0, respectively) | 5,568 | 6,009 |
Derivative warrant liabilities | 494 | 1,527 |
Deferred tax liability | 29 | 29 |
Total liabilities | 24,612 | 28,926 |
Commitments and contingencies | ||
Temporary Equity | ||
Preferred stock, Series F, convertible, 20,000,000 shares authorized, 3,000 convertible shares issued and outstanding | 0 | 551 |
Total temporary equity | 0 | 551 |
Equity (Deficit) attributable to RiceBran Technologies shareholders: | ||
Common stock, no par value, 50,000,000 shares authorized, 10,927,204 and 10,790,351 shares issued and outstanding | 273,853 | 264,232 |
Accumulated deficit | (262,879) | (259,819) |
Accumulated deficit attributable to noncontrolling interest in Nutra SA | (416) | (699) |
Accumulated other comprehensive loss | (4,252) | (4,346) |
Total equity (deficit) attributable to RiceBran Technologies shareholders | 7,851 | (632) |
Total liabilities, temporary equity and equity (deficit) | 32,463 | 28,845 |
Series F Convertible Preferred Stock [Member] | ||
Equity (Deficit) attributable to RiceBran Technologies shareholders: | ||
Preferred stock | 551 | 0 |
Series G Convertible Preferred Stock [Member] | ||
Equity (Deficit) attributable to RiceBran Technologies shareholders: | ||
Preferred stock | $ 994 | $ 0 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 497 | $ 491 |
Current liabilities: | ||
Current portion of long-term debt (nonrecourse) | 7,435 | 9,878 |
Long-term liabilities: | ||
Long-term debt, less current portion (nonrecourse) | $ 5,568 | $ 6,009 |
(Deficit) Equity attributable to RiceBran Technologies shareholders: | ||
Preferred stock, shares authorized (in shares) | 20,000,000 | |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 50,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 10,927,204 | 10,790,351 |
Common stock, shares outstanding (in shares) | 10,927,204 | 10,790,351 |
Variable Interest Entity [Member] | ||
Current assets: | ||
Accounts receivable, variable interest entity restricted | $ 618 | $ 398 |
Variable interest entity restricted portion of property and equipment, net | 2,599 | 2,481 |
Current liabilities: | ||
Current portion of long-term debt (nonrecourse) | 7,399 | 6,816 |
Long-term liabilities: | ||
Long-term debt, less current portion (nonrecourse) | $ 0 | $ 0 |
Series F Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Preferred stock, shares authorized (in shares) | 20,000,000 | |
Convertible preferred stock, shares issued (in shares) | 3,000 | |
Convertible preferred stock, shares outstanding (in shares) | 3,000 | |
(Deficit) Equity attributable to RiceBran Technologies shareholders: | ||
Convertible preferred stock, shares issued (in shares) | 3,000 | |
Convertible preferred stock, shares outstanding (in shares) | 3,000 | |
Series G Convertible Preferred Stock [Member] | ||
(Deficit) Equity attributable to RiceBran Technologies shareholders: | ||
Preferred stock, shares authorized (in shares) | 3,000 | |
Convertible preferred stock, shares issued (in shares) | 2,000 | |
Convertible preferred stock, shares outstanding (in shares) | 2,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flow from operating activities: | ||
Net loss | $ (2,601) | $ (138) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 583 | 721 |
Stock and share-based compensation | 293 | 243 |
Change in fair value of derivative warrant liabilities | (1,099) | (811) |
Loss on extinguishment of debt | 1,680 | 0 |
Gain on resolution of Irgovel purchase litigation | 0 | (1,598) |
Interest accreted | 559 | 292 |
Other | 29 | 37 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (874) | (507) |
Inventories | (217) | (354) |
Accounts payable and accrued expenses | (625) | 78 |
Other | 383 | (9) |
Net cash used in operating activities | (1,889) | (2,046) |
Cash flows from investing activities: | ||
Change in restricted cash | 0 | 1,921 |
Purchases of property and equipment | (132) | (208) |
Net cash provided by (used in) investing activities | (132) | 1,713 |
Cash flows from financing activities: | ||
Payments of debt | (8,644) | (10,329) |
Proceeds from issuance of debt, net of issuance costs | 5,624 | 9,088 |
Proceeds from issuance of debt and warrants, net of issuance costs | 5,518 | 300 |
Proceeds from issuance of preferred stock and warrants, net of issuance costs | 1,747 | 2,554 |
Proceeds from sale of membership interests in Nutra SA | 550 | 0 |
Net cash provided by financing activities | 4,795 | 1,613 |
Effect of exchange rate changes on cash and cash equivalents | 141 | (24) |
Net change in cash and cash equivalents | 2,915 | 1,256 |
Cash and cash equivalents, beginning of period | 451 | 1,070 |
Cash and cash equivalents, end of period | 3,366 | 2,326 |
Supplemental disclosures: | ||
Cash paid for interest | 672 | 492 |
Cash paid for income taxes | 0 | 0 |
Subordinated note exchanged fro Series G Preferred Stock | $ 138 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | NOTE 1. BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited condensed consolidated financial statements (interim financial statements) of RiceBran Technologies and subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The interim financial statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented. These interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2016. The report of our independent registered public accounting firm that accompanies the audited consolidated financial statements for the year ended December 31, 2016, included in that Annual Report on Form 10-K, contains a going concern explanatory paragraph in which our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern. The results reported in these interim financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared assuming we will continue as a going concern based on the realization of assets and the satisfaction of liabilities in the normal course of business. 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 June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption for fiscal years beginning after December 15, 2018 is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. We have not yet determined the impact that the new guidance will have on our results of operations, financial position and cash flows and have not yet determined if we will early adopt the standard Recently adopted accounting standards 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 adopted the standard as of January 1, 2017, with no effect on our financial position or results of operations. 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 adopted the standard in the first quarter of 2017 and changed our accounting policy to recognize forfeitures as they occur. This change did not have a material effect on our results of operations as we previously did 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 was no risk of expensing awards that would be subsequently forfeited prior to vesting. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN | 3 Months Ended |
Mar. 31, 2017 | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN | NOTE 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLAN We have improved our USA segment cash position since December 31, 2016 as a result of completing a debt and equity raise in February. The Brazil segment continues to be a challenging operating unit although it has improved. On a consolidated basis, we continued to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern for a period of one year from the issue date of these financial statements. In February 2017, as discussed further in Note 7, we received net proceeds of $7.2 million from the sale and issuance of preferred stock, senior debentures and related warrants. The net proceeds were used in part to pay in full amounts owing our previous senior lender ($3.8 million) and to pay principal and accrued interest on our subordinated notes ($0.5 million). In addition, we lowered the interest rate and extended the maturity date of our subordinated notes. Consequently, we believe the Corporate and USA segments are adequately funded at this time to allow us to operate and execute on our business strategy for achieving consistent and positive operational cash flows in the USA segment. 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. 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, we invested $1.1 million 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 working capital 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 2016, our minority partners (the Investors) contributed $1.7 million to Irgovel and an additional $0.7 million through April of 2017. With this equity support, Irgovel management has negotiated various raw bran supply agreements that management believes will allow Irgovel to obtain rice bran on a consistent basis with set pricing. As a result, the Irgovel plant operations began to improve in November 2016 allowing Irgovel to begin repairing vendor relationships overall. First quarter Brazil segment revenues for 2017 increased 48% versus prior year and the plant operated at 58% of targeted capacity. While this represents a significant improvement, achieving positive cash flows remains a challenge. We continue to closely monitor Irgovel’s operations and related funding requirements. |
BUSINESS
BUSINESS | 3 Months Ended |
Mar. 31, 2017 | |
BUSINESS [Abstract] | |
BUSINESS | NOTE 3. 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. Our facility located in Lake Charles, Louisiana has been idle since May 2009 but has recently been utilized as a warehouse. 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. 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. |
LOSS PER SHARE (EPS)
LOSS PER SHARE (EPS) | 3 Months Ended |
Mar. 31, 2017 | |
LOSS PER SHARE (EPS) [Abstract] | |
LOSS PER SHARE (EPS) | NOTE 4. LOSS PER SHARE (EPS) Basic EPS is calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. Our Series F Convertible Preferred Stock (the “Series F Preferred Stock”) and Series G Convertible Preferred Stock (the “Series G Preferred Stock”) are considered participating securities as the holders may participate in undistributed earnings with holders of common shares and are not obligated to share in our net losses . Diluted EPS is computed by dividing the net income attributable to RiceBran Technologies shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effect of outstanding options, warrants and nonvested shares that vest solely on the basis of a service condition is calculated using the treasury stock method. The dilutive effects of the Preferred Stocks are calculated using the if-converted method. Below are reconciliations of the numerators and denominators in the EPS computations for the three months ended March 31, 2017 and 2016. Three Months Ended 2017 2016 NUMERATOR (in thousands): Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (2,282 ) $ 300 Dividend on preferred stock--beneficial conversion feature (778 ) (551 ) Basic and diluted - net loss attributable to RiceBran Technologies common shareholders $ (3,060 ) $ (251 ) DENOMINATOR: Basic EPS - weighted average number of common shares outstanding 9,657,543 9,215,684 Effect of dilutive securities outstanding - - Diluted EPS - weighted average number of shares outstanding 9,657,543 9,215,684 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 195,273 357,386 Warrants 17,635,102 8,712,124 Nonvested stock 256,840 867,086 Convertible preferred stock 3,054,435 835,165 The impact of potentially dilutive securities outstanding at March 31, 2017 and 2016, was not included in the calculation of diluted EPS for the three months ended March 31, 2017 for the periods presented |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | 3 Months Ended |
Mar. 31, 2017 | |
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA | NOTE 5. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA We hold a variable interest which relates to our equity interest in Nutra SA (see Note 3). Our variable interest in Nutra SA is our Brazil segment. We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our condensed consolidated financial statements. The other equity holders’ (Investors) interests are reflected in net loss attributable to noncontrolling interest in Nutra SA in the condensed consolidated statements of operations and accumulated deficit attributable to noncontrolling interest in Nutra SA in the condensed consolidated balance sheets. A summary of the carrying amounts of Nutra SA balances included in our condensed consolidated balance sheets follows (in thousands). March 31, 2017 December 31, 2016 Cash and cash equivalents $ 85 $ 109 Other current assets (restricted $618 and $398) 2,174 1,696 Property and equipment, net (restricted $2,599 and $2,481) 11,052 10,889 Other noncurrent assets 1,319 1,326 Total assets $ 14,630 $ 14,020 Current liabilities $ 8,320 $ 8,031 Current portion of long-term debt (nonrecourse) 7,399 6,816 Total liabilities $ 15,719 $ 14,847 Nutra SA’s debt is secured by its accounts receivable and property. The non-Brazilian entities within the consolidated ownership group do not guarantee any of Nutra SA’s debt. Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the limited liability company agreement of Nutra SA (LLC Agreement). A summary of changes in redeemable noncontrolling interest in Nutra SA for the three months ended March 31, 2017 and 2016 (in thousands) follows. Three Months Ended 2017 2016 Redeemable noncontrolling interest in Nutra SA, beginning of period $ (699 ) $ 69 Investors' interest in net loss of Nutra SA (318 ) (438 ) Investors' interest in accumulated other comprehensive loss of Nutra SA 51 145 Investors' purchase of additional units 550 - Redeemable noncontrolling interest in Nutra SA, end of period $ (416 ) $ (224 ) Investors' average interest in Nutra SA during the period 35.0 % 31.7 % Investors' interest in Nutra SA at the end of the period 35.7 % 32.5 % 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 March 31, 2017. 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. As the result of an amendment effective March 31,2017, the Investors right to elect to exchange units in Nutra SA for our common stock terminated. In exchange for the termination of this right, we paid the Investors $0.1 million. Under the LLC Agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA. As of March 31, 2017, there have been no unwaived events of default. Events of default, as defined in the Membership Interest Purchase Agreement (MIPA) and the October 2013 amendment of investment agreements, are failure of Irgovel to meet minimum annual processing targets or failure to achieve EBITDA on a local currency basis of at least R$4.0 million annually. As of March 31, 2017, there have been no qualifying events. The LLC Agreement defines a qualifying event as the bankruptcy of RiceBran Technologies or Nutra SA. In evaluating whether we are the primary beneficiary of Nutra SA, we considered the matters which could be put to a vote of the members. Until there is an event of default or a qualifying event, the Investors’ rights and abilities, individually or in the aggregate, do not allow them to substantively participate in the operations of Nutra SA. The Investors do not currently have the ability to dissolve Nutra SA or otherwise force the sale of all its assets. However, the Investors do have drag along rights in the future. We will continue to evaluate whether we are the primary beneficiary of Nutra SA each reporting period. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2017 | |
DEBT [Abstract] | |
DEBT | NOTE 6. DEBT The following table summarizes current and long-term portions of debt (in thousands): March 31, 2017 December 31, 2016 Corporate segment: Senior debentures, net, maturing in February 2019, principal $6.6 million $ 415 $ - Subordinated notes, net, maturing in May 2019, principal $5.9 million 5,094 6,310 Other 94 119 Senior revolving loan - 1,725 Senior term loan, net - 917 5,603 9,071 Brazil segment: Capital expansion loans 2,571 2,454 Working capital lines of credit 702 401 Advances on customer export orders 1,117 1,113 Special tax programs 2,927 2,767 Other 83 81 7,400 6,816 Total debt 13,003 15,887 Current portion 7,435 9,878 Long-term portion $ 5,568 $ 6,009 Corporate Segments We issued senior debentures in the principal amount of $6.6 million and related warrants in a private placement,in February 2017 . The transaction, and the accounting therefore, is Under the debenture agreements, the USA segment is required to have adjusted EBITDA, as defined in the agreement of not less than $325 thousand, $756 thousand, $483 thousand and $461 thousand in the quarters ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017. In connection with the senior debenture private placement, in February 2017, we entered into agreements that resulted in (i) a reduction in the annual interest rate on the subordinated notes from 11.75% to 7%, (ii) an extension of the maturity date of the subordinated notes to May 2019 from May 2018 and (iii) our first quarter 2017 payment of $0.2 million of note principal and $0.3 million of accrued note interest. The entire transaction, and its accounting consequences, are Brazil Segment As of March 31, 2017, Brazil had approximately $0.7 million (USD) of installment payments in arrears. The banks have not called these loans in default, and management continues to work with the lenders to renegotiate payment terms, however, all Brazil segment debt has been classified as current in the accompanying consolidated balance sheet as of March 31, 2017. All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on customer export orders which are denominated in U.S. Dollars. |
EQUITY, SHARE-BASED COMPENSATIO
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | 3 Months Ended |
Mar. 31, 2017 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | NOTE 7. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS Preferred Common Shares Common Accumulated Accumulated Deficit Attributable to Noncontrolling Interest in Accumulated Other Comprehensive Equity Balance, December 31, 2016 $ - $ 10,790,351 $ 264,232 $ (259,819 ) $ (699 ) $ (4,346 ) (632 ) Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes - 108,696 269 - - - 269 Dividend on preferred stock - beneficial conversion feature - - 778 (778 ) - - - Modification of senior debenture holder warrants - - 582 - - - 582 Modification of subodinated note holder warrants - - 117 - - - 117 Change in classification of preferred stock to equity from liability 1,545 * - - - - - 1,545 Change in classification of warrants to equity from from liability - - 7,851 - - - 7,851 Other - 28,157 24 - - - 24 Accumulated deficit attributable to noncontrolling interest in Nutra SA - - - - 283 - 283 Foreign currency translation - - - - - 94 94 Net loss - - - (2,282 ) - - (2,282 ) Balance, March 31, 2017 $ 1,545 $ 10,927,204 $ 273,853 $ (262,879 ) $ (416 ) $ (4,252 ) $ 7,851 * Series F preferred stock, 3,000 shares outstanding; Series G pereferred stock, 2,000 shares outstanding A summary of warrant activity for the three months ended March 31, 2017, follows. Equity Warrants Liability Warrants Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2016 6,364,110 5.77 2.4 4,474,868 $ 1.82 3.3 Issued - NA NA 11,783,163 0.96 5.0 Impact of repricing debenture purchaser warrants: Prior to repricing (875,000 ) 5.49 2.1 - NA NA After repricing 875,000 0.96 5.5 - NA NA Impact of repricing subordinated note holder warants: Prior to repricing (289,669 ) 5.25 3.3 - NA NA After repricing 289,669 0.96 3.3 - NA NA Impact of anti-dilution clauses: Prior to impact - NA NA (1,489,868 ) 1.50 0.8 After impact - NA NA 2,327,919 0.96 0.8 Transfer from liability to equity 14,468,163 1.16 4.79 (14,468,163 ) 1.16 4.79 Exercised - NA NA - NA NA Forfeited, expired or cancelled - NA NA - NA NA Outstanding, March 31, 2017 20,832,273 $ 2.32 4.2 2,627,919 $ 1.03 0.9 Exercisable, March 31, 2017 19,527,273 $ 2.38 4.1 2,627,919 $ 1.03 0.9 Common Stock In February 2017, shareholders approved and we filed an amendment to our articles of incorporation increasing our authorized shares of common stock from 25,000,000 to 50,000,000. On February 14, 2017, we issued a former employee 108,696 shares of our common stock, in lieu of paying $100,000 cash for a 2016 bonus. The chairman of our board was awarded transitional director compensation in the amount of (i) $10,000 or 7,035 shares per month for July 2016 through December 2016 and (ii) $8,333 or 9,027 shares per month for January 2017 through March 2017. The amount is to be paid in either cash or stock at the chairman’s election. As of the date of this filing no election has been made. Share Sequencing From June 2015 until March 2017, the minority interest holders in Nutra SA could elect , the number of common shares and warrants issuable upon this election, was variable and indeterminate. For accounting purposes, we were not able to conclude that we had sufficient authorized and unissued shares to settle all contracts subject to the GAAP derivative guidance during the period the minority interest holders had this right, which terminated March 31, 2017. Our adopted sequencing approach (Share Sequencing) was based on earliest issuance date, therefore, we were required to carry warrants issued between June 2015 and March 2017, at fair value, as derivative warrant liabilities, and preferred stock issued between June 2015 and March 2017, Transactions with Preferred Stock Holders. In February 2017, we issued and sold 2,000 shares of Series G preferred stock. The Series G preferred stock is non-voting and may be converted into a total of 1,897,983 shares of our common stock at the holders’ election at any time, subject to certain beneficial ownership limitations, at a ratio of 1 preferred share for 948.9915 shares of common stock. The Series G preferred stock is entitled to receive dividends if we pay dividends on our common stock, in which case the holders of Series G preferred stock are entitled to receive the amount and form of dividends that they would have received if they held the common stock that is issuable upon conversion of the Series G preferred stock. If we are liquidated or dissolved, the holders of Series G preferred stock are entitled to receive, before any amounts are paid in respect of our common stock, an amount per share of Series G preferred stock equal to $1,000, plus any accrued but unpaid dividends thereon. In February 2017, in conjunction with the sale of the Series G preferred stock, we also sold warrants to purchase 1,423,488 shares of common stock (exercise price of $0.96 per share, exercisable beginning in February 2017 and expiring in February 2022). A subordinated note holder exchanged subordinated notes with a principal and carrying value of $0.1 million and cash for 180 shares of the Series G preferred stock and related warrants, which was treated as an extinguishment of debt. The net cash proceeds from the sale was $1.7 million, after deducting allocated cash offering expenses of $0.1 million. On the date of issuance, we allocated $1.0 million of the proceeds to derivative warrant liability, to record the warrants at fair value, recorded a $0.1 million loss on extinguishment and reduced debt $0.1 million related to the subordinated noteholders exchange, and recorded $1.2 million as preferred stock. We recorded a $0.8 million dividend on preferred stock for the preferred stock beneficial conversion feature equal to the proceeds allocated to the preferred stock issued to purchases who did not exchange debt, as the fair value of the common stock underlying the convertible preferred stock at issuance exceeded the amount recorded in preferred stock. Transactions with Senior Debenture Holders On February 2017, we sold and issued in a private placement, for an aggregate subscription amount of $6.0 million: (i) senior debentures in the principal amount of $6.6 million and (ii) warrants to purchase an aggregate of 6,875,000 shares of common stock (exercise price of $0.96 per share, exercisable beginning February 2017 and expiration February 2022). We received aggregate net proceeds of $5.5 million, after deducting placement agent fees and allocated expenses of $0.5 million. Concurrently, we amended existing warrants, held by the debenture purchasers, for the purchase of up to 875,000 shares to (i) reduce the exercise prices from an average $5.49 per share to $0.96 per share, providing the warrants are not exercisable until August 2017, and (ii) change the expiration dates to August 2022, which increased the average remaining term of the warrants from 2.1 years to 5.5 years. We recorded $4.6 million as an increase to derivative warrant liabilities, to record the warrants at their fair value on the date of issuance, the $0.5 million as an increase in common stock to record the change in fair value of existing warrants and the remaining $0.4 million to debt, debt issuance costs and debt discount. We used the net proceeds from the offering to (i) pay off the senior revolving loan and term loan debt totaling $3.8 million and (ii) pay $0.2 million of principal and $0.3 million of interest due on subordinated notes and (iii) for working capital and general corporate purposes. We filed a registration statement on Form S-3, which became effective in May 2017, to register the shares under the warrants issued to the senior debenture purchasers Transaction with Subordinated Note Holders In connection with the February 2017 senior debenture private placement, we entered into agreements which resulted in (i) a reduction in the annual interest rate on the subordinated notes from 11.75% to 7% (ii) an extension of the maturity date of the subordinated notes to May 2019 from May 2018 (iii) the payment of an aggregate amount equal to $0.5 million on the subordinated notes; (iv) the issuance of warrants to purchase up to 3,484,675 shares of our common stock (exercise price of $0.96 per share, expiration February 2022); and (v) the amendment of existing warrants held by the subordinated note holders for the purchase 289,669 shares of common stock to reduce the exercise price from $5.25 per share to $0.96 per share. We accounted for the transaction as an extinguishment of debt and issuance of new debt. On the transaction date we (i) recorded a loss on extinguishment of debt of $1.5 million, (ii) adjusted subordinated notes payable debt down by $0.9 million, to its fair value as of the transaction date, (iii) increased derivative liability $2.3 million, representing the fair value of the newly issued warrants, and (iv) increased common stock $0.1 million for the change in the fair value of the existing warrants Full Ratchet Anti-Dilution As a result of the February 2017 transactions described above, the exercise price of certain warrants that contain full ratchet anti-dilution provisions was reduced from $1.50 per share to $0.96 per share and the number of shares of common stock underlying these warrants increased from 1,489,868 shares to 2,327,919 shares. Option Issuances In March 2017, we granted our chief executive officer an option to purchase 100,000 shares of our common stock at an exercise price of $0.76 per share. The option vests as to 25,000 shares in August 2017 and the remaining shares vest in monthly instalments through August 2020. In April 2017, we granted options to purchase an aggregate 345,500 shares of our common stock to executive officers and employees. The options vest in four equal annual instalments beginning in April 2018 at an exercise price of $0.85 per share. Contingent Restricted Stock Unit Awards In March 2017, our compensation committee approved a resolution proposing the award of restricted stock units (RSUs) under the 2014 Equity Incentive Plan to our executive officers covering a total of 1,175,000 shares of our common stock subject to and effective upon shareholder approval of a 1,700,000 increase in the authorized shares issuable under the 2014 Equity Incentive Plan. The committee believes the RSUs are an incentive designed to align the interests of executive management with shareholder value. If the increase in authorized shares is approved, the RSUs would be granted and would be effective on the fifth business day after the date of our annual shareholders meeting. The annual shareholders meeting is currently scheduled to occur on June 21, 2017. The shares subject to RSU would vest based upon a vesting price equal to the volume weighted average trading price of our common stock over sixty-five consecutive trading days. Each RSU’s shares would vest (i) 10% if the vesting price equals or exceeds $5.00 per share, (ii) 30% if the vesting price equals or exceeds $10.00 per share and (iv) 60% if the vesting price equals or exceeds $15.00 per share. The following table summarizes information related to outstanding warrants as March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Range of Exercise Prices Type of Warrant Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 0.96 Liability (1) 2,327,919 $ 0.96 0.7 - $ - - $ 0.96 Equity 12,947,832 0.96 3.1 - - - $ 1.50 Liability (2) 300,000 1.60 3.1 - - - $ 1.50 to $1.60 Liability (1)(2) - - - 1,789,868 1.52 1.3 $ 2.00 Liability (3) - - - 2,660,000 2.00 4.6 $ 2.00 Equity 2,660,000 2.00 4.2 - - - $ 5.25 Liability (3) - - - 25,000 5.25 3.6 $ 5.25 to $5.87 Equity 3,156,670 5.33 2.5 4,296,339 5.36 2.7 $ 6.55 to $16.80 Equity 2,067,771 6.61 1.7 2,067,771 6.61 2.0 23,460,192 $ 2.17 3.8 10,838,978 $ 1.30 0.5 (1) Includes two warrants 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 are required to lower the exercise price on these warrants and increase the number of shares underlying these warrants. (2) Includes a warrant for the purchase of 300,000 shares of our common stock which 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 classified as derivative warrant liabilities in our balance sheets due to the Share Sequencing as of December 31, 2016, and were reclassified to equity (deficit) effective March 31, 2017. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2017 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of March 31, 2017, the fair value of our Corporate segment debt (Level 3 measurement) is approximately $4.5 million higher than the $5.6 million carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt (Level 3 measurement) approximates the $7.3 million carrying value of that debt based on the current market rates for similar debt with similar maturities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market: ● Level 1 – inputs include quoted prices for identical instruments and are the most observable. ● Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves. ● Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed. The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our condensed consolidated balance sheets (in thousands). Level 1 Level 2 Level 3 Total Total liabilities at fair value, as of March 31, 2017 - derivative warrant liabilities $ - $ - $ (494 ) $ (494 ) Total liabilities at fair value, as of December 31, 2016 - derivative warrant liabilities $ - $ - $ (1,527 ) $ (1,527 ) Warrants accounted for as derivative liabilities are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the condensed consolidated statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. March 31, 2017 December 31, 2016 Risk-free interest rate 0.8% 0.6% -1.9% (0.8% weighted average) (1.6% weighted average) Expected volatility 80% 64% (80% weighted average) (64% weighted average) The following tables summarize the changes in Level 3 items measured at fair value on a recurring basis (in thousands). Total Level 3 Fair Value Fair Value as of Beginning of Period Total Unrealized Gains (Losses) Issuance of New Instruments Reclassify to (Deficit) Equity Fair Value, at End of Period (1) Three Months Ended March 31, 2017, derivative warrant liabilities $ (1,527 ) $ 1,099 $ (7,917 ) $ 7,851 $ (494 ) Three Months Ended March 31, 2016, derivative warrant liabilities $ (678 ) $ 811 $ (2,473 ) $ - $ (2,340 ) (1) Included in change in fair value of derivative warrant liabilities in our unaudited condensed consolidated statements of operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9. COMMITMENTS AND CONTINGENCIES In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business 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 Litigation Irgovel is a 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 $0.9 million. 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 several other 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 5, 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 under our existing agreements with the Investors. It is possible that an event of default may be triggered as of December 31, 2017 and a waiver of non-compliance may not be obtained from the Investors. Employment Contracts and Severance Payments We have employment contracts with certain officers and key management that include provisions for potential severance payments in the event of without-cause terminations or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested equity grants would accelerate following a change in control. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10. RELATED PARTY TRANSACTIONS Transactions with Baruch Halpern Prior to 2017, entities beneficially owned by Baruch Halpern, a director, invested in our subordinated notes and related warrants prior to 2014. As of March 31, 2017, and throughout the first quarter of 2017, Mr. Halpern beneficially held approximately 43% of our outstanding subordinated notes and related warrants. See Note 7 for information related to the modification of the subordinated notes, repricing of related warrants and the issuance of warrants to subordinated note holders in February 2017. In the three months ended March 31, 2017 and 2016, we expensed $0.1 million and paid $0.2 million, of interest on the subordinated notes beneficially owned by Mr. Halpern. |
FAILURE TO COMPLY WITH NASDAQ L
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS | 3 Months Ended |
Mar. 31, 2017 | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS [Abstract] | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS | NOTE 11. 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) 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 from the Nasdaq Listing Qualifications 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 before the panel to appeal the Letter on March 30, 2017. After that hearing, o n April 24, 2017, we received a decision letter from Nasdaq stating that the panel granted the request we made at the hearing for continued listing provided that, on or before May 15, 2017, we have announced that our equity is over $2.5 million. We must also at that time provide the panel with updated projections showing stockholders’ equity through May 2018. As reported herein our equity is $7.9 million and exceeds the minimum as of March 31, 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). If this appears unlikely as September 6, 2017, approaches, we are committed to taking actions that would enable us to regain compliance, including, if necessary, completing a reverse split of our common stock to increase its share price above the $1 minimum bid price. 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 us 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 | 3 Months Ended |
Mar. 31, 2017 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 12. SEGMENT INFORMATION The tables below Three Months Ended March 31, 2017 Corporate USA Brazil Consolidated Revenues $ - $ 8,032 $ 3,403 $ 11,435 Cost of goods sold - 5,449 3,475 8,924 Gross profit - 2,583 (72 ) 2,511 Depreciation and amortization (in selling, general and administrative) (16 ) (82 ) (16 ) (114 ) Other operating expense (1,375 ) (1,020 ) (518 ) (2,913 ) Income (loss) from operations $ (1,391 ) $ 1,481 $ (606 ) $ (516 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (3,124 ) $ 1,481 $ (639 ) $ (2,282 ) Interest expense 1,057 - 349 1,406 Depreciation (in cost of goods sold) - 204 265 469 Purchases of property - 53 79 132 Three Months Ended March 31, 2016 Corporate USA Brazil Consolidated Revenues $ - $ 7,754 $ 2,297 $ 10,051 Cost of goods sold - 5,294 2,520 7,814 Gross profit - 2,460 (223 ) 2,237 Depreciation and amortization (in selling, general and administrative) (23 ) (314 ) (11 ) (348 ) Other operating expense (1,274 ) (1,375 ) (730 ) (3,379 ) Loss from operations $ (1,297 ) $ 771 $ (964 ) $ (1,490 ) Net income (loss) attributable to RiceBran Technologies shareholders $ 433 $ 771 $ (904 ) $ 300 Interest expense 679 - 412 1,091 Depreciation (in cost of goods sold) - 179 194 373 Purchases of property - 65 143 208 The tables below Corporate USA Brazil Consolidated As of March 31, 2017 Inventories $ - $ 2,850 $ 1,178 $ 4,028 Property and equipment, net 378 7,451 11,052 18,881 Goodwill - 790 - 790 Intangible assets, net - 206 - 206 Total assets 3,873 13,960 14,630 32,463 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 The following table presents revenue by geographic area for the three months ended March 31, 2017 and 2016 (in thousands). Three Months Ended 2017 2016 United States $ 6,927 $ 7,029 Brazil 2,918 2,087 Other international 1,590 935 Total revenues $ 11,435 $ 10,051 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
BASIS OF PRESENTATION [Abstract] | |
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 June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption for fiscal years beginning after December 15, 2018 is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. We have not yet determined the impact that the new guidance will have on our results of operations, financial position and cash flows and have not yet determined if we will early adopt the standard Recently adopted accounting standards 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 adopted the standard as of January 1, 2017, with no effect on our financial position or results of operations. 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 adopted the standard in the first quarter of 2017 and changed our accounting policy to recognize forfeitures as they occur. This change did not have a material effect on our results of operations as we previously did 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 was no risk of expensing awards that would be subsequently forfeited prior to vesting. |
LOSS PER SHARE (EPS) (Tables)
LOSS PER SHARE (EPS) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
LOSS PER SHARE (EPS) [Abstract] | |
Reconciliations of numerators and denominators in EPS computations | Below are reconciliations of the numerators and denominators in the EPS computations for the three months ended March 31, 2017 and 2016. Three Months Ended 2017 2016 NUMERATOR (in thousands): Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (2,282 ) $ 300 Dividend on preferred stock--beneficial conversion feature (778 ) (551 ) Basic and diluted - net loss attributable to RiceBran Technologies common shareholders $ (3,060 ) $ (251 ) DENOMINATOR: Basic EPS - weighted average number of common shares outstanding 9,657,543 9,215,684 Effect of dilutive securities outstanding - - Diluted EPS - weighted average number of shares outstanding 9,657,543 9,215,684 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 195,273 357,386 Warrants 17,635,102 8,712,124 Nonvested stock 256,840 867,086 Convertible preferred stock 3,054,435 835,165 |
REDEEMABLE NONCONTROLLING INT21
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract] | |
Summary of the carrying amounts included in consolidated balance sheets | A summary of the carrying amounts of Nutra SA balances included in our condensed consolidated balance sheets follows (in thousands). March 31, 2017 December 31, 2016 Cash and cash equivalents $ 85 $ 109 Other current assets (restricted $618 and $398) 2,174 1,696 Property and equipment, net (restricted $2,599 and $2,481) 11,052 10,889 Other noncurrent assets 1,319 1,326 Total assets $ 14,630 $ 14,020 Current liabilities $ 8,320 $ 8,031 Current portion of long-term debt (nonrecourse) 7,399 6,816 Total liabilities $ 15,719 $ 14,847 |
Summary of changes in redeemable noncontrolling interest | A summary of changes in redeemable noncontrolling interest in Nutra SA for the three months ended March 31, 2017 and 2016 (in thousands) follows. Three Months Ended 2017 2016 Redeemable noncontrolling interest in Nutra SA, beginning of period $ (699 ) $ 69 Investors' interest in net loss of Nutra SA (318 ) (438 ) Investors' interest in accumulated other comprehensive loss of Nutra SA 51 145 Investors' purchase of additional units 550 - Redeemable noncontrolling interest in Nutra SA, end of period $ (416 ) $ (224 ) Investors' average interest in Nutra SA during the period 35.0 % 31.7 % Investors' interest in Nutra SA at the end of the period 35.7 % 32.5 % |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
DEBT [Abstract] | |
Current and long-term debt | The following table summarizes current and long-term portions of debt (in thousands): March 31, 2017 December 31, 2016 Corporate segment: Senior debentures, net, maturing in February 2019, principal $6.6 million $ 415 $ - Subordinated notes, net, maturing in May 2019, principal $5.9 million 5,094 6,310 Other 94 119 Senior revolving loan - 1,725 Senior term loan, net - 917 5,603 9,071 Brazil segment: Capital expansion loans 2,571 2,454 Working capital lines of credit 702 401 Advances on customer export orders 1,117 1,113 Special tax programs 2,927 2,767 Other 83 81 7,400 6,816 Total debt 13,003 15,887 Current portion 7,435 9,878 Long-term portion $ 5,568 $ 6,009 |
EQUITY, SHARE-BASED COMPENSAT23
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | |
Summary of equity activity | Preferred Common Shares Common Accumulated Accumulated Deficit Attributable to Noncontrolling Interest in Accumulated Other Comprehensive Equity Balance, December 31, 2016 $ - $ 10,790,351 $ 264,232 $ (259,819 ) $ (699 ) $ (4,346 ) (632 ) Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes - 108,696 269 - - - 269 Dividend on preferred stock - beneficial conversion feature - - 778 (778 ) - - - Modification of senior debenture holder warrants - - 582 - - - 582 Modification of subodinated note holder warrants - - 117 - - - 117 Change in classification of preferred stock to equity from liability 1,545 * - - - - - 1,545 Change in classification of warrants to equity from from liability - - 7,851 - - - 7,851 Other - 28,157 24 - - - 24 Accumulated deficit attributable to noncontrolling interest in Nutra SA - - - - 283 - 283 Foreign currency translation - - - - - 94 94 Net loss - - - (2,282 ) - - (2,282 ) Balance, March 31, 2017 $ 1,545 $ 10,927,204 $ 273,853 $ (262,879 ) $ (416 ) $ (4,252 ) $ 7,851 * Series F preferred stock, 3,000 shares outstanding; Series G pereferred stock, 2,000 shares outstanding |
Summary of warrant activity | A summary of warrant activity for the three months ended March 31, 2017, follows. Equity Warrants Liability Warrants Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2016 6,364,110 5.77 2.4 4,474,868 $ 1.82 3.3 Issued - NA NA 11,783,163 0.96 5.0 Impact of repricing debenture purchaser warrants: Prior to repricing (875,000 ) 5.49 2.1 - NA NA After repricing 875,000 0.96 5.5 - NA NA Impact of repricing subordinated note holder warants: Prior to repricing (289,669 ) 5.25 3.3 - NA NA After repricing 289,669 0.96 3.3 - NA NA Impact of anti-dilution clauses: Prior to impact - NA NA (1,489,868 ) 1.50 0.8 After impact - NA NA 2,327,919 0.96 0.8 Transfer from liability to equity 14,468,163 1.16 4.79 (14,468,163 ) 1.16 4.79 Exercised - NA NA - NA NA Forfeited, expired or cancelled - NA NA - NA NA Outstanding, March 31, 2017 20,832,273 $ 2.32 4.2 2,627,919 $ 1.03 0.9 Exercisable, March 31, 2017 19,527,273 $ 2.38 4.1 2,627,919 $ 1.03 0.9 |
Summary of outstanding warrants | The following table summarizes information related to outstanding warrants as March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Range of Exercise Prices Type of Warrant Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 0.96 Liability (1) 2,327,919 $ 0.96 0.7 - $ - - $ 0.96 Equity 12,947,832 0.96 3.1 - - - $ 1.50 Liability (2) 300,000 1.60 3.1 - - - $ 1.50 to $1.60 Liability (1)(2) - - - 1,789,868 1.52 1.3 $ 2.00 Liability (3) - - - 2,660,000 2.00 4.6 $ 2.00 Equity 2,660,000 2.00 4.2 - - - $ 5.25 Liability (3) - - - 25,000 5.25 3.6 $ 5.25 to $5.87 Equity 3,156,670 5.33 2.5 4,296,339 5.36 2.7 $ 6.55 to $16.80 Equity 2,067,771 6.61 1.7 2,067,771 6.61 2.0 23,460,192 $ 2.17 3.8 10,838,978 $ 1.30 0.5 (1) Includes two warrants 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 are required to lower the exercise price on these warrants and increase the number of shares underlying these warrants. (2) Includes a warrant for the purchase of 300,000 shares of our common stock which 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 classified as derivative warrant liabilities in our balance sheets due to the Share Sequencing as of December 31, 2016, and were reclassified to equity (deficit) effective March 31, 2017. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair values by input hierarchy of items measured at fair value on a recurring basis | The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our condensed consolidated balance sheets (in thousands). Level 1 Level 2 Level 3 Total Total liabilities at fair value, as of March 31, 2017 - derivative warrant liabilities $ - $ - $ (494 ) $ (494 ) Total liabilities at fair value, as of December 31, 2016 - derivative warrant liabilities $ - $ - $ (1,527 ) $ (1,527 ) |
Additional assumptions used to calculate fair value | Additional assumptions that were used to calculate fair value follow. March 31, 2017 December 31, 2016 Risk-free interest rate 0.8% 0.6% -1.9% (0.8% weighted average) (1.6% weighted average) Expected volatility 80% 64% (80% weighted average) (64% weighted average) |
Changes in level 3 items measured at fair value | The following tables summarize the changes in Level 3 items measured at fair value on a recurring basis (in thousands). Total Level 3 Fair Value Fair Value as of Beginning of Period Total Unrealized Gains (Losses) Issuance of New Instruments Reclassify to (Deficit) Equity Fair Value, at End of Period (1) Three Months Ended March 31, 2017, derivative warrant liabilities $ (1,527 ) $ 1,099 $ (7,917 ) $ 7,851 $ (494 ) Three Months Ended March 31, 2016, derivative warrant liabilities $ (678 ) $ 811 $ (2,473 ) $ - $ (2,340 ) (1) Included in change in fair value of derivative warrant liabilities in our unaudited condensed consolidated statements of operations. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
SEGMENT INFORMATION [Abstract] | |
Segment information identified and reconciliations of segment information to total consolidated information | The tables below Three Months Ended March 31, 2017 Corporate USA Brazil Consolidated Revenues $ - $ 8,032 $ 3,403 $ 11,435 Cost of goods sold - 5,449 3,475 8,924 Gross profit - 2,583 (72 ) 2,511 Depreciation and amortization (in selling, general and administrative) (16 ) (82 ) (16 ) (114 ) Other operating expense (1,375 ) (1,020 ) (518 ) (2,913 ) Income (loss) from operations $ (1,391 ) $ 1,481 $ (606 ) $ (516 ) Net income (loss) attributable to RiceBran Technologies shareholders $ (3,124 ) $ 1,481 $ (639 ) $ (2,282 ) Interest expense 1,057 - 349 1,406 Depreciation (in cost of goods sold) - 204 265 469 Purchases of property - 53 79 132 Three Months Ended March 31, 2016 Corporate USA Brazil Consolidated Revenues $ - $ 7,754 $ 2,297 $ 10,051 Cost of goods sold - 5,294 2,520 7,814 Gross profit - 2,460 (223 ) 2,237 Depreciation and amortization (in selling, general and administrative) (23 ) (314 ) (11 ) (348 ) Other operating expense (1,274 ) (1,375 ) (730 ) (3,379 ) Loss from operations $ (1,297 ) $ 771 $ (964 ) $ (1,490 ) Net income (loss) attributable to RiceBran Technologies shareholders $ 433 $ 771 $ (904 ) $ 300 Interest expense 679 - 412 1,091 Depreciation (in cost of goods sold) - 179 194 373 Purchases of property - 65 143 208 |
Segment information for selected balance sheet accounts | The tables below Corporate USA Brazil Consolidated As of March 31, 2017 Inventories $ - $ 2,850 $ 1,178 $ 4,028 Property and equipment, net 378 7,451 11,052 18,881 Goodwill - 790 - 790 Intangible assets, net - 206 - 206 Total assets 3,873 13,960 14,630 32,463 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 |
Revenue by geographic area | The following table presents revenue by geographic area for the three months ended March 31, 2017 and 2016 (in thousands). Three Months Ended 2017 2016 United States $ 6,927 $ 7,029 Brazil 2,918 2,087 Other international 1,590 935 Total revenues $ 11,435 $ 10,051 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
LIQUIDITY, GOING CONCERN AND 27
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN (Details) - USD ($) $ in Thousands | Apr. 30, 2017 | Feb. 28, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Line of Credit Facility [Abstract] | |||||
Proceeds from preference stock and warrants | $ 1,747 | $ 2,554 | |||
USA [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Proceeds from preference stock and warrants | $ 7,200 | ||||
Repayment of debt | (3,800) | ||||
Repayment of subordinated note | $ (500) | ||||
Brazil [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Percentage of revenue increase | 48.00% | ||||
Percentage of targeted plant capacity | 58.00% | ||||
Irgovel [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Minority partner contribution amount | $ 1,700 | ||||
Irgovel [Member] | Subsequent Event [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Minority partner contribution amount | $ 700 | ||||
Investors [Member] | Nutra SA [Member] | |||||
Noncontrolling Interest [Abstract] | |||||
Investments in variable interest entity | $ 1,100 |
BUSINESS (Details)
BUSINESS (Details) | 3 Months Ended |
Mar. 31, 2017SegmentLocation | |
BUSINESS [Abstract] | |
Number of reportable business segments | Segment | 2 |
Number of Locations in California | 2 |
Number of Locations in Louisiana | 1 |
LOSS PER SHARE (EPS) (Details)
LOSS PER SHARE (EPS) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
NUMERATOR [Abstract] | ||
Basic and diluted - net loss attributable to RiceBran Technologies shareholders | $ (2,282) | $ 300 |
Dividend on preferred stock - beneficial conversion feature | (778) | (551) |
Net loss attributable to RiceBran Technologies common shareholders | $ (3,060) | $ (251) |
DENOMINATOR [Abstract] | ||
Basic EPS - weighted average number of common shares outstanding (in shares) | 9,657,543 | 9,215,684 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 9,657,543 | 9,215,684 |
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) | 195,273 | 357,386 |
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) | 17,635,102 | 8,712,124 |
Nonvested Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) | 256,840 | 867,086 |
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) | 3,054,435 | 835,165 |
REDEEMABLE NONCONTROLLING INT30
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) $ in Thousands, BRL in Millions | 3 Months Ended | ||||
Mar. 31, 2017USD ($)RepresentativeInvestor | Mar. 31, 2017BRL | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||||
Cash and cash equivalents | $ 3,366 | $ 2,326 | $ 451 | $ 1,070 | |
Other current assets (restricted $618 and $398) | 896 | 1,213 | |||
Property and equipment, net (restricted $2,599 and $2,481) | 18,881 | 18,933 | |||
Other noncurrent assets | 141 | 111 | |||
Current liabilities | 18,521 | 21,361 | |||
Current portion of long-term debt (nonrecourse) | 7,435 | 9,878 | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Investors' purchase of additional units | 550 | 0 | |||
Irgovel [Member] | Minimum [Member] | |||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
EBITDA triggering default status | BRL | BRL 4 | ||||
Nutra SA [Member] | |||||
Summary of carrying amounts included in consolidated balance sheets [Abstract] | |||||
Cash and cash equivalents | 85 | 109 | |||
Other current assets (restricted $618 and $398) | 2,174 | 1,696 | |||
Property and equipment, net (restricted $2,599 and $2,481) | 11,052 | 10,889 | |||
Other noncurrent assets | 1,319 | 1,326 | |||
Total assets | 14,630 | 14,020 | |||
Current liabilities | 8,320 | 8,031 | |||
Current portion of long-term debt (nonrecourse) | 7,399 | 6,816 | |||
Total liabilities | 15,719 | 14,847 | |||
Restricted portion of other current assets | 618 | 398 | |||
Variable interest entity restricted portion of property, net | 2,599 | $ 2,481 | |||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | (699) | 69 | |||
Investors' interest in net loss of Nutra SA | (318) | (438) | |||
Investors' interest in accumulated other comprehensive loss of Nutra SA | 51 | 145 | |||
Investors' purchase of additional units | 550 | 0 | |||
Redeemable noncontrolling interest in Nutra SA, end of period | $ (416) | $ (224) | |||
Investors' average interest in Nutra SA during the period | 35.00% | 35.00% | 31.70% | ||
Investors' interest in Nutra SA at the end of the period | 35.70% | 32.50% | |||
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 | ||||
Nutra SA [Member] | Investors [Member] | |||||
Summary of changes for redeemable noncontrolling interest [Roll Forward] | |||||
Amount paid exchange for termination of rights | $ 100 | ||||
Drag along right termination amount | $ 50,000 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Total debt | $ 13,003 | $ 15,887 |
Current portion | 7,435 | 9,878 |
Long-term portion | 5,568 | 6,009 |
Corporate Segment [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 5,603 | 9,071 |
Corporate Segment [Member] | Senior Debentures, Net [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Average monthly adjusted EBITDA for first quarter | 325 | |
Average monthly adjusted EBITDA for second quarter | 756 | |
Average monthly adjusted EBITDA for third quarter | 483 | |
Average monthly adjusted EBITDA for fourth quarter | 461 | |
Corporate Segment [Member] | Senior Debentures, Net [Member] | Maturity Due February 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 415 | 0 |
Aggregate principal amount | $ 6,600 | |
Maturity date of note | Feb. 28, 2019 | |
Effective interest rate | 160.60% | |
Corporate Segment [Member] | Subordinated Notes, Net [Member] | Maturity Due May 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 5,094 | $ 6,310 |
Aggregate principal amount | $ 5,900 | |
Maturity date of note | May 31, 2019 | |
Effective interest rate | 15.00% | |
Variable interest rate | 7.00% | 11.75% |
Payment of note principal | $ 200 | |
Payment of accrued note interest | 300 | |
Corporate Segment [Member] | Other [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 94 | $ 119 |
Corporate Segment [Member] | Senior Revolving Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 1,725 |
Corporate Segment [Member] | Senior Term Loan, Net [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 917 |
Brazil Segment [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 7,400 | 6,816 |
Brazil Segment [Abstract] | ||
Installment loan amount in arrears | 700 | |
Brazil Segment [Member] | Capital Expansion Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,571 | 2,454 |
Brazil Segment [Member] | Working Capital Lines of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 702 | 401 |
Brazil Segment [Member] | Advances on Customer Export Orders [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,117 | 1,113 |
Brazil Segment [Member] | Special Tax Programs [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,927 | 2,767 |
Brazil Segment [Member] | Other [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 83 | $ 81 |
EQUITY, SHARE-BASED COMPENSAT32
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Summary of Equity Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning of period | $ (632) | ||
Balance at beginning of period (in shares) | 10,790,351 | ||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | $ 269 | ||
Dividend on preferred stock - beneficial conversion feature | 0 | ||
Modification of senior debenture holder warrants | 582 | ||
Modification of subordinated note holder warrants | 117 | ||
Change in classification of preferred stock to equity from liability | 1,545 | ||
Change in classification of warrants to equity from from liability | 7,851 | ||
Other | 24 | ||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | 283 | ||
Foreign currency translation | 94 | ||
Net loss | (2,282) | $ 300 | |
Balance at end of period | $ 7,851 | ||
Balance at end of period (in shares) | 10,927,204 | ||
Preferred Stock [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning of period | $ 0 | ||
Modification of senior debenture holder warrants | 0 | ||
Modification of subordinated note holder warrants | 0 | ||
Change in classification of preferred stock to equity from liability | [1] | 1,545 | |
Change in classification of warrants to equity from from liability | 0 | ||
Other | 0 | ||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | 0 | ||
Foreign currency translation | 0 | ||
Net loss | 0 | ||
Balance at end of period | 1,545 | ||
Common Stock [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning of period | $ 264,232 | ||
Balance at beginning of period (in shares) | 10,790,351 | ||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | $ 269 | ||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes (in shares) | 108,696 | ||
Dividend on preferred stock - beneficial conversion feature | $ 778 | ||
Modification of senior debenture holder warrants | 582 | ||
Modification of subordinated note holder warrants | 117 | ||
Change in classification of preferred stock to equity from liability | 0 | ||
Change in classification of warrants to equity from from liability | 7,851 | ||
Other | $ 24 | ||
Other (in shares) | 28,157 | ||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | $ 0 | ||
Foreign currency translation | 0 | ||
Net loss | 0 | ||
Balance at end of period | $ 273,853 | ||
Balance at end of period (in shares) | 10,927,204 | ||
Accumulated Deficit [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning of period | $ (259,819) | ||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | 0 | ||
Dividend on preferred stock - beneficial conversion feature | (778) | ||
Modification of senior debenture holder warrants | 0 | ||
Modification of subordinated note holder warrants | 0 | ||
Change in classification of preferred stock to equity from liability | 0 | ||
Change in classification of warrants to equity from from liability | 0 | ||
Other | 0 | ||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | 0 | ||
Foreign currency translation | 0 | ||
Net loss | (2,282) | ||
Balance at end of period | (262,879) | ||
Accumulated Deficit Attributable to Noncontrolling Interest in Nutra SA [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning of period | (699) | ||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | 0 | ||
Dividend on preferred stock - beneficial conversion feature | 0 | ||
Modification of senior debenture holder warrants | 0 | ||
Modification of subordinated note holder warrants | 0 | ||
Change in classification of preferred stock to equity from liability | 0 | ||
Change in classification of warrants to equity from from liability | 0 | ||
Other | 0 | ||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | 283 | ||
Foreign currency translation | 0 | ||
Net loss | 0 | ||
Balance at end of period | (416) | ||
Accumulated Other Comprehensive Loss [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning of period | (4,346) | ||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | 0 | ||
Dividend on preferred stock - beneficial conversion feature | 0 | ||
Modification of senior debenture holder warrants | 0 | ||
Modification of subordinated note holder warrants | 0 | ||
Change in classification of preferred stock to equity from liability | 0 | ||
Change in classification of warrants to equity from from liability | 0 | ||
Other | 0 | ||
Accumulated deficit attributable to noncontrolling interest in Nutra SA | 0 | ||
Foreign currency translation | 94 | ||
Net loss | 0 | ||
Balance at end of period | $ (4,252) | ||
[1] | Series F preferred stock, 3000 shares outstanding; Series G preferred stock, 2000 shares outstanding |
EQUITY, SHARE-BASED COMPENSAT33
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Warrant Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Feb. 14, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 28, 2017 | |
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||
Outstanding at beginning of period (in dollars per share) | $ 1.30 | ||||
Outstanding at end of period (in dollars per share) | $ 2.17 | $ 1.30 | |||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||||
Outstanding, weighted average remaining contractual life | 3 years 9 months 18 days | 6 months | |||
Increase in authorized number of shares of common stock (in shares) | 50,000,000 | 25,000,000 | 50,000,000 | ||
Former Employee [Member] | |||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||||
Common stock issued for former employee (in shares) | 108,696 | ||||
Cash paid in lieu of bonus | $ 100,000 | ||||
Board of Directors Chairman [Member] | |||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||||
Transitional monthly compensation awarded | $ 8,333 | $ 10,000 | |||
Transitional monthly compensation awarded in lieu of cash (in shares) | 9,027 | 7,035 | |||
Equity Warrants [Member] | |||||
Shares Under Warrants [Roll Forward] | |||||
Outstanding at beginning of period (in shares) | 6,364,110 | ||||
Issued (in shares) | 0 | ||||
Impact of repricing debenture purchaser warrants, Prior to repricing (in shares) | (875,000) | ||||
Impact of repricing debenture purchaser warrants, After repricing (in shares) | 875,000 | ||||
Impact of repricing subordinated note holder warrants, Prior to repricing (in shares) | (289,669) | ||||
Impact of repricing subordinated note holder warrants, After repricing (in shares) | 289,669 | ||||
Impact of anti-dilution clauses, Prior to impact (in shares) | 0 | ||||
Impact of anti-dilution clauses, After impact (in shares) | 0 | ||||
Transfer from liability to equity (in shares) | 14,468,163 | ||||
Exercised (in shares) | 0 | ||||
Forfeited, expired or cancelled (in shares) | 0 | ||||
Outstanding at end of period (in shares) | 20,832,273 | 6,364,110 | |||
Exercisable at end of period (in shares) | 19,527,273 | ||||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||
Outstanding at beginning of period (in dollars per share) | $ 5.77 | ||||
Impact of repricing debenture purchaser warrants, Prior to repricing (in dollars per share) | 5.49 | ||||
Impact of repricing debenture purchaser warrants, After repricing (in dollars per share) | 0.96 | ||||
Impact of repricing subordinated note holder warrants, Prior to repricing (in dollars per share) | 5.25 | ||||
Impact of repricing subordinated note holder warrants, After repricing (in dollars per share) | 0.96 | ||||
Transfer from liability to equity (in dollars per share) | 1.16 | ||||
Outstanding at end of period (in dollars per share) | 2.32 | $ 5.77 | |||
Exercisable at end of period (in dollars per share) | $ 2.38 | ||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||||
Outstanding, weighted average remaining contractual life | 4 years 2 months 12 days | 2 years 4 months 24 days | |||
Impact of repricing debenture purchaser warrants, Prior to repricinng | 2 years 1 month 6 days | ||||
Impact of repricing debenture purchaser warrants, After repricing | 5 years 6 months | ||||
Impact of repricing subordinated note holder warrants, Prior to repricing | 3 years 3 months 18 days | ||||
Impact of repricing subordinated note holder warrants, After pricing | 3 years 3 months 18 days | ||||
Transfer from liability to equity | 4 years 9 months 14 days | ||||
Exercisable, weighted average remaining contractual life | 4 years 1 month 6 days | ||||
Liability Warrants [Member] | |||||
Shares Under Warrants [Roll Forward] | |||||
Outstanding at beginning of period (in shares) | 4,474,868 | ||||
Issued (in shares) | 11,783,163 | ||||
Impact of repricing debenture purchaser warrants, Prior to repricing (in shares) | 0 | ||||
Impact of repricing debenture purchaser warrants, After repricing (in shares) | 0 | ||||
Impact of repricing subordinated note holder warrants, Prior to repricing (in shares) | 0 | ||||
Impact of repricing subordinated note holder warrants, After repricing (in shares) | 0 | ||||
Impact of anti-dilution clauses, Prior to impact (in shares) | (1,489,868) | ||||
Impact of anti-dilution clauses, After impact (in shares) | 2,327,919 | ||||
Transfer from liability to equity (in shares) | (14,468,163) | ||||
Exercised (in shares) | 0 | ||||
Forfeited, expired or cancelled (in shares) | 0 | ||||
Outstanding at end of period (in shares) | 2,627,919 | 4,474,868 | |||
Exercisable at end of period (in shares) | 2,627,919 | ||||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||
Outstanding at beginning of period (in dollars per share) | $ 1.82 | ||||
Issued (in dollars per share) | 0.96 | ||||
Impact of anti-dilution clauses, Prior to impact (in dollars per share) | 1.50 | ||||
Impact of anti-dilution clauses, After impact (in dollars per share) | 0.96 | ||||
Transfer from liability to equity (in dollars per share) | 1.16 | ||||
Outstanding at end of period (in dollars per share) | 1.03 | $ 1.82 | |||
Exercisable at end of period (in dollars per share) | $ 1.03 | ||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||||
Outstanding, weighted average remaining contractual life | 10 months 24 days | 3 years 3 months 18 days | |||
Issued | 5 years | ||||
Impact of anti-dilution clauses, Prior to impact | 9 months 18 days | ||||
Impact of anti-dilution clauses, After impact | 9 months 18 days | ||||
Transfer from liability to equity | 4 years 9 months 14 days | ||||
Exercisable, weighted average remaining contractual life | 10 months 24 days | ||||
Series F Convertible Preferred Stock [Member] | |||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||||
Preferred Stock, Shares Outstanding | 3,000 | ||||
Series G Convertible Preferred Stock [Member] | |||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||||
Preferred Stock, Shares Outstanding | 2,000 |
EQUITY, SHARE-BASED COMPENSAT34
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Details) | Feb. 28, 2017USD ($)$ / sharesshares | Feb. 09, 2017USD ($)$ / sharesshares | Feb. 08, 2017USD ($)$ / sharesshares | Apr. 30, 2017Installment$ / sharesshares | Mar. 31, 2017$ / sharesshares | Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($) | Dec. 31, 2016$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Warrants to purchase shares of common stock (in shares) | shares | 23,460,192 | 23,460,192 | 10,838,978 | |||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 1.50 | |||||||
Debt conversion amount | $ 138,000 | $ 0 | ||||||
Loss on extinguishment of debt | (1,680,000) | 0 | ||||||
Proceeds from issuance of debt and warrants, net of issuance costs | 5,518,000 | 300,000 | ||||||
Interest expense debt | 542,000 | 292,000 | ||||||
Repayment of debt | $ 8,644,000 | $ 10,329,000 | ||||||
Warrants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Warrants to purchase shares of common stock (in shares) | shares | 2,327,919 | 1,489,868 | ||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | |||||||
Warrants [Member] | Expiration February, 2022 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [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 | |||||||
Series F Preferred Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Preferred stock issued (in shares) | shares | 3,000 | 3,000 | ||||||
Series G Convertible Preferred Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Preferred stock issued (in shares) | shares | 2,000 | 2,000 | ||||||
Preferred shares converted into common stock (in shares) | shares | 1,897,983 | 1,897,983 | ||||||
Preferred stock conversion ratio to common stock | 948.9915 | |||||||
Preferred stock, dividend | $ 1,000 | |||||||
Debt conversion amount | $ 100,000 | |||||||
Debt conversion, stock (in shares) | shares | 180 | |||||||
Net proceeds from the exchange of subordinated notes | $ 1,700,000 | |||||||
Cash offering expenses | 100,000 | |||||||
Proceeds allocated to derivative warrant liability | 1,000,000 | |||||||
Warrants recorded at fair value | 100,000 | |||||||
Loss on extinguishment of debt | (100,000) | |||||||
Decrease in subordinated debt | (100,000) | |||||||
Proceed recorded as preferred stock | 1,200,000 | |||||||
Recorded dividend for preferred stock | $ 800,000 | |||||||
Subordinated Debt [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [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 | |||||||
Loss on extinguishment of debt | $ (1,500,000) | |||||||
Decrease in subordinated debt | (900,000) | |||||||
Fair value of derivative warrant liabilities | $ 2,300,000 | |||||||
Fair value increase in common stock | $ 100,000 | |||||||
Annual interest rate | 7.00% | 11.75% | ||||||
Repayment of debt | $ 500,000 | |||||||
Subordinated Debt [Member] | Warrants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | $ 5.25 | ||||||
Amendment of existing warrants (in shares) | shares | 289,669 | |||||||
Chief Executive Officer [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | shares | 100,000 | |||||||
Granted exercise price (in dollars per share) | $ / shares | $ 0.76 | |||||||
Vested in August 2017 (in shares) | shares | 25,000 | |||||||
Executive Officer and Employees [Member] | Subsequent Event [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | shares | 345,500 | |||||||
Granted exercise price (in dollars per share) | $ / shares | $ 0.85 | |||||||
Number of equal annual installments | Installment | 4 | |||||||
Senior Secured Debt [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Proceeds from issuance of debt and warrants, net of issuance costs | $ 5,500,000 | |||||||
Placement fees and allocation expenses | $ 500,000 | |||||||
Warrants exercisable term | 2 years 1 month 6 days | |||||||
Senior Secured Debt [Member] | Warrants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [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 | |||||||
Aggregate subscription amount | $ 6,000,000 | |||||||
Aggregate principal amount | $ 6,600,000 | |||||||
Amendment of existing warrants (in shares) | shares | 875,000 | |||||||
Exercise price per warrant one (in dollars per share) | $ / shares | $ 5.49 | |||||||
Warrants exercisable term | 5 years 6 months | |||||||
Fair value of derivative warrant liabilities | $ 4,600,000 | |||||||
Fair value increase in common stock | 500,000 | |||||||
Debt Issuance Cost | 400,000 | |||||||
Extinguishment of term loan | 3,800,000 | |||||||
Repayment of subordinated note | 200,000 | |||||||
Interest expense debt | $ 300,000 |
EQUITY AND SHARE-BASED COMPENSA
EQUITY AND SHARE-BASED COMPENSATION, Warrants Outstanding (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Weighted average exercise price (in dollars per share) | $ 2.17 | $ 2.17 | $ 1.30 | ||
Shares under warrants, outstanding (in shares) | 23,460,192 | 23,460,192 | 10,838,978 | ||
Weighted average remaining contractual life | 3 years 9 months 18 days | 6 months | |||
Equity Incentive Plan 2014 [Member] | Restricted Stock Award [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Common stock issued (in shares) | 1,175,000 | ||||
Increase in common shares authorized (in shares) | 1,700,000 | ||||
Number of trading days | 65 days | ||||
Equity Incentive Plan 2014 [Member] | Restricted Stock Award [Member] | Vesting Price Equals or Exceeds $5.00 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Vesting percentage | 10.00% | ||||
Vesting price (in dollars per share) | $ 5 | ||||
Equity Incentive Plan 2014 [Member] | Restricted Stock Award [Member] | Vesting Price Equals or Exceeds $10.00 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Vesting percentage | 30.00% | ||||
Vesting price (in dollars per share) | $ 10 | ||||
Equity Incentive Plan 2014 [Member] | Restricted Stock Award [Member] | Vesting Price Equals or Exceeds $15.00 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Vesting percentage | 60.00% | ||||
Vesting price (in dollars per share) | $ 15 | ||||
Equity Warrants [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Weighted average exercise price (in dollars per share) | $ 2.32 | $ 2.32 | $ 5.77 | ||
Weighted average remaining contractual life | 4 years 2 months 12 days | 2 years 4 months 24 days | |||
Equity Warrants [Member] | $0.96 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercise price range, upper range limit (in dollars per share) | $ 0.96 | ||||
Weighted average exercise price (in dollars per share) | $ 0.96 | $ 0.96 | $ 0 | ||
Shares under warrants, outstanding (in shares) | 12,947,832 | 12,947,832 | 0 | ||
Weighted average remaining contractual life | 3 years 1 month 6 days | 0 years | |||
Equity 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) | $ 2 | ||||
Weighted average exercise price (in dollars per share) | $ 2 | $ 2 | $ 0 | ||
Shares under warrants, outstanding (in shares) | 2,660,000 | 2,660,000 | 0 | ||
Weighted average remaining contractual life | 4 years 2 months 12 days | 0 years | |||
Equity Warrants [Member] | $5.25 to $5.87 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercise price range, lower range limit (in dollars per share) | $ 5.25 | ||||
Exercise price range, upper range limit (in dollars per share) | 5.87 | ||||
Weighted average exercise price (in dollars per share) | $ 5.33 | $ 5.33 | $ 5.36 | ||
Shares under warrants, outstanding (in shares) | 3,156,670 | 3,156,670 | 4,296,339 | ||
Weighted average remaining contractual life | 2 years 6 months | 2 years 8 months 12 days | |||
Equity Warrants [Member] | $6.55 to $16.80 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercise price range, lower range limit (in dollars per share) | $ 6.55 | ||||
Exercise price range, upper range limit (in dollars per share) | 16.80 | ||||
Weighted average exercise price (in dollars per share) | $ 6.61 | $ 6.61 | $ 6.61 | ||
Shares under warrants, outstanding (in shares) | 2,067,771 | 2,067,771 | 2,067,771 | ||
Weighted average remaining contractual life | 1 year 8 months 12 days | 2 years | |||
Liability Warrants [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Weighted average exercise price (in dollars per share) | $ 1.03 | $ 1.03 | $ 1.82 | ||
Weighted average remaining contractual life | 10 months 24 days | 3 years 3 months 18 days | |||
Liability Warrants [Member] | $0.96 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercise price range, upper range limit (in dollars per share) | [1] | $ 0.96 | |||
Weighted average exercise price (in dollars per share) | [1] | $ 0.96 | $ 0.96 | $ 0 | |
Shares under warrants, outstanding (in shares) | [1] | 2,327,919 | 2,327,919 | 0 | |
Weighted average remaining contractual life | [1] | 8 months 12 days | 0 years | ||
Liability Warrants [Member] | $1.50 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercise price range, upper range limit (in dollars per share) | [2] | $ 1.50 | |||
Weighted average exercise price (in dollars per share) | [2] | $ 1.60 | $ 1.60 | $ 0 | |
Shares under warrants, outstanding (in shares) | [2] | 300,000 | 300,000 | 0 | |
Weighted average remaining contractual life | [2] | 3 years 1 month 6 days | 0 years | ||
Liability Warrants [Member] | $1.50 to $1.60 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercise price range, lower range limit (in dollars per share) | [1],[2] | $ 1.50 | |||
Exercise price range, upper range limit (in dollars per share) | [1],[2] | 1.60 | |||
Weighted average exercise price (in dollars per share) | [1],[2] | $ 0 | $ 0 | $ 1.52 | |
Shares under warrants, outstanding (in shares) | [1],[2] | 0 | 0 | 1,789,868 | |
Weighted average remaining contractual life | [1],[2] | 0 years | 1 year 3 months 18 days | ||
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 | |||
Weighted average exercise price (in dollars per share) | [3] | $ 0 | $ 0 | $ 2 | |
Shares under warrants, outstanding (in shares) | [3] | 0 | 0 | 2,660,000 | |
Weighted average remaining contractual life | [3] | 0 years | 4 years 7 months 6 days | ||
Liability 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) | [3] | $ 5.25 | |||
Weighted average exercise price (in dollars per share) | [3] | $ 0 | $ 0 | $ 5.25 | |
Shares under warrants, outstanding (in shares) | [3] | 0 | 0 | 25,000 | |
Weighted average remaining contractual life | [3] | 0 years | 3 years 7 months 6 days | ||
[1] | Includes two warrants 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 are required to lower the exercise price on these warrants and increase the number of shares underlying these warrants. | ||||
[2] | Includes a warrant for the purchase of 300,000 shares of our common stock which 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 classified as derivative warrant liabilities in our balance sheets due to the Share Sequencing as of December 31, 2016, and were reclassified to equity (deficit) effective March 31, 2017. |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | $ 13,003 | $ 15,887 |
Corporate Segment [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 4,500 | |
Carrying value of debt | 5,603 | 9,071 |
Brazil [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | 7,400 | 6,816 |
Derivative Warrant Liabilities [Member] | Recurring [Member] | ||
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract] | ||
Total liabilities at fair value | $ (494) | $ (1,527) |
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 0.80% | |
Expected volatility | 80.00% | 64.00% |
Derivative Warrant Liabilities [Member] | Recurring [Member] | Minimum [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 0.60% | |
Derivative Warrant Liabilities [Member] | Recurring [Member] | Maximum [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 1.90% | |
Derivative Warrant Liabilities [Member] | Recurring [Member] | Weighted Average [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 0.80% | 1.60% |
Expected volatility | 80.00% | 64.00% |
Derivative Warrant Liabilities [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 Liabilities [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 Liabilities [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 | $ (494) | $ (1,527) |
FAIR VALUE MEASUREMENTS, Unobse
FAIR VALUE MEASUREMENTS, Unobservable Input Reconciliation (Details) - Recurring [Member] - Derivative Warrant Liabilities [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward] | |||
Fair Value as of Beginning of Period | $ (1,527) | $ (678) | |
Total Realized and Unrealized Gains (Losses) | [1] | 1,099 | 811 |
Issuance of New Instruments | (7,917) | (2,473) | |
Reclassify to (Deficit) Equity | 7,851 | 0 | |
Fair Value, at End of Period | $ (494) | $ (2,340) | |
[1] | Included in change in fair value of derivative warrant liabilities in our unaudited condensed consolidated statements of operations. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - 3 months ended Mar. 31, 2017 - Irgovel [Member] BRL in Millions, $ in Millions | BRL | USD ($) |
Loss Contingencies [Line Items] | ||
Damages sought by plaintiff | $ | $ 0.9 | |
Minimum [Member] | ||
Irgovel - Events of Default [Abstract] | ||
EBITDA triggering default status | BRL | BRL 4 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Interest paid | $ 672 | $ 492 |
Halpern [Member] | ||
Related Party Transaction [Line Items] | ||
Percentage of outstanding debt retained by related party | 43.00% | |
Halpern [Member] | Subordinated Notes [Member] | ||
Related Party Transaction [Line Items] | ||
Interest paid | $ 100 | $ 200 |
FAILURE TO COMPLY WITH NASDAQ40
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 10, 2017 | Dec. 31, 2016 | Aug. 18, 2016 | Jun. 30, 2016 | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS [Abstract] | |||||
Nasdaq minimum stockholders' equity listing requirement | $ 2,500 | ||||
Stockholders' equity (deficit) | $ 7,851 | $ (632) | $ (36) | ||
Nasdaq grant of extension period to regain compliance under minimum stockholders' equity requirement | 180 days | ||||
Nasdaq minimum bid price requirement (in dollars per share) | $ 1 | ||||
Number of consecutive business days under minimum bid requirement | 10 days | ||||
Nasdaq grant of extension period to regain compliance under minimum bid requirement | 180 days |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | |||
Revenues | $ 11,435 | $ 10,051 | |
Cost of goods sold | 8,924 | 7,814 | |
Gross profit | 2,511 | 2,237 | |
Depreciation and amortization (in selling, general and administrative) | (114) | (348) | |
Other operating expense | (2,913) | (3,379) | |
Loss from operations | (516) | (1,490) | |
Net income (loss) attributable to RiceBran Technologies shareholders | (2,282) | 300 | |
Interest expense | 1,406 | 1,091 | |
Depreciation (in costs of goods sold) | 469 | 373 | |
Purchases of property | 132 | 208 | |
Segment information for selected balance sheet accounts [Abstract] | |||
Inventories | 4,028 | $ 3,773 | |
Property and equipment, net | 18,881 | 18,933 | |
Goodwill | 790 | 790 | |
Intangible assets, net | 206 | 242 | |
Total assets | 32,463 | 28,845 | |
Corporate [Member] | |||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | |||
Revenues | 0 | 0 | |
Cost of goods sold | 0 | 0 | |
Gross profit | 0 | 0 | |
Depreciation and amortization (in selling, general and administrative) | (16) | (23) | |
Other operating expense | (1,375) | (1,274) | |
Loss from operations | (1,391) | (1,297) | |
Net income (loss) attributable to RiceBran Technologies shareholders | (3,124) | 433 | |
Interest expense | 1,057 | 679 | |
Depreciation (in costs of goods sold) | 0 | 0 | |
Purchases of property | 0 | 0 | |
Segment information for selected balance sheet accounts [Abstract] | |||
Inventories | 0 | 0 | |
Property and equipment, net | 378 | 392 | |
Goodwill | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Total assets | 3,873 | 1,339 | |
Operating Segments [Member] | USA [Member] | |||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | |||
Revenues | 8,032 | 7,754 | |
Cost of goods sold | 5,449 | 5,294 | |
Gross profit | 2,583 | 2,460 | |
Depreciation and amortization (in selling, general and administrative) | (82) | (314) | |
Other operating expense | (1,020) | (1,375) | |
Loss from operations | 1,481 | 771 | |
Net income (loss) attributable to RiceBran Technologies shareholders | 1,481 | 771 | |
Interest expense | 0 | 0 | |
Depreciation (in costs of goods sold) | 204 | 179 | |
Purchases of property | 53 | 65 | |
Segment information for selected balance sheet accounts [Abstract] | |||
Inventories | 2,850 | 2,848 | |
Property and equipment, net | 7,451 | 7,652 | |
Goodwill | 790 | 790 | |
Intangible assets, net | 206 | 242 | |
Total assets | 13,960 | 13,486 | |
Operating Segments [Member] | Brazil [Member] | |||
Segment information identified and reconciliations of segment information to total consolidated information [Abstract] | |||
Revenues | 3,403 | 2,297 | |
Cost of goods sold | 3,475 | 2,520 | |
Gross profit | (72) | (223) | |
Depreciation and amortization (in selling, general and administrative) | (16) | (11) | |
Other operating expense | (518) | (730) | |
Loss from operations | (606) | (964) | |
Net income (loss) attributable to RiceBran Technologies shareholders | (639) | (904) | |
Interest expense | 349 | 412 | |
Depreciation (in costs of goods sold) | 265 | 194 | |
Purchases of property | 79 | $ 143 | |
Segment information for selected balance sheet accounts [Abstract] | |||
Inventories | 1,178 | 925 | |
Property and equipment, net | 11,052 | 10,889 | |
Goodwill | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Total assets | $ 14,630 | $ 14,020 |
SEGMENT INFORMATION, Revenue by
SEGMENT INFORMATION, Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | $ 11,435 | $ 10,051 |
Reportable Geographic Segment [Member] | United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 6,927 | 7,029 |
Reportable Geographic Segment [Member] | Brazil [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | 2,918 | 2,087 |
Reportable Geographic Segment [Member] | Other International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenues | $ 1,590 | $ 935 |