Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 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 | 13,512,319 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Consolidated Statements of Operations (Unaudited) [Abstract] | ||||
Revenues | $ 3,146 | $ 3,233 | $ 6,761 | $ 6,499 |
Cost of goods sold | 2,348 | 2,431 | 4,776 | 4,765 |
Gross profit | 798 | 802 | 1,985 | 1,734 |
Selling, general and administrative expenses | 2,667 | 3,676 | 4,933 | 6,288 |
Loss from operations | (1,869) | (2,874) | (2,948) | (4,554) |
Other income (expense): | ||||
Interest expense | (475) | (454) | (1,530) | (1,132) |
Change in fair value of derivative warrant liabilities | 22 | (1,663) | 1,121 | (852) |
Loss on extinguishment of debt | 0 | 0 | (1,680) | 0 |
Gain on resolution of Irgovel purchase litigation | 0 | 0 | 0 | 1,598 |
Other income | 37 | 0 | 37 | 0 |
Other expense | (4) | 0 | (100) | 0 |
Total other income (expense) | (420) | (2,117) | (2,152) | (386) |
Loss before income taxes | (2,289) | (4,991) | (5,100) | (4,940) |
Income tax benefit | 515 | 515 | 912 | 907 |
Loss from continuing operations | (1,774) | (4,476) | (4,188) | (4,033) |
Income (loss) from discontinued operations, net of tax | 304 | (3,640) | 117 | (4,221) |
Net loss | (1,470) | (8,116) | (4,071) | (8,254) |
Less - Net loss attributable to noncontrolling interest in discontinued operations | (248) | (1,508) | (567) | (1,946) |
Net loss attributable to RiceBran Technologies shareholders | (1,222) | (6,608) | (3,504) | (6,308) |
Less - Dividends on preferred stock--beneficial conversion feature | 0 | 0 | 778 | 551 |
Net loss attributable to RiceBran Technologies common shareholders | $ (1,222) | $ (6,608) | $ (4,282) | $ (6,859) |
Basic earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | $ (0.18) | $ (0.48) | $ (0.51) | $ (0.50) |
Discontinued operations (in dollars per share) | 0.06 | (0.24) | 0.07 | (0.24) |
Basic loss per common share - RiceBran Technologies (in dollars per share) | (0.12) | (0.72) | (0.44) | (0.74) |
Diluted earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | (0.18) | (0.48) | (0.51) | (0.50) |
Discontinued operations (in dollars per share) | 0.06 | (0.24) | 0.07 | (0.24) |
Diluted loss per common share - RiceBran Technologies (in dollars per share) | $ (0.12) | $ (0.72) | $ (0.44) | $ (0.74) |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 9,794,405 | 9,231,619 | 9,726,268 | 9,223,651 |
Diluted (in shares) | 9,794,405 | 9,231,619 | 9,726,268 | 9,223,651 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) [Abstract] | ||||
Net loss | $ (1,470) | $ (8,116) | $ (4,071) | $ (8,254) |
Other comprehensive income - foreign currency translation, net of tax | 17 | 413 | 162 | 859 |
Comprehensive loss, net of tax | (1,453) | (7,703) | (3,909) | (7,395) |
Less - Comprehensive loss attributable to noncontrolling interest, net of tax | (250) | (1,375) | (518) | (1,668) |
Total comprehensive loss attributable to RiceBran Technologies shareholders | $ (1,203) | $ (6,328) | $ (3,391) | $ (5,727) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 3,184 | $ 342 |
Accounts receivable, net of allowance for doubtful accounts of $8 and $12 | 1,132 | 1,094 |
Inventories | 943 | 933 |
Deposits and other current assets | 471 | 824 |
Current assets held for sale | 5,698 | 4,335 |
Total current assets | 11,428 | 7,528 |
Property and equipment, net | 6,810 | 7,025 |
Intangible assets, net | 171 | 242 |
Noncurrent assets held for sale | 13,172 | 14,050 |
Total assets | 31,581 | 28,845 |
Current liabilities: | ||
Accounts payable | 640 | 714 |
Accrued salary, wages and benefits | 591 | 496 |
Accrued expenses | 439 | 1,288 |
Current maturities of long-term debt | 24 | 3,063 |
Current liabilities held for sale | 16,589 | 15,801 |
Total current liabilities | 18,283 | 21,362 |
Long-term debt, less current portion | 5,892 | 5,964 |
Derivative warrant liabilities | 472 | 1,527 |
Deferred tax liability | 33 | 29 |
Noncurrent liabilities held for sale | 41 | 44 |
Total liabilities | 24,721 | 28,926 |
Commitments and contingencies | ||
Temporary Equity | ||
Total temporary equity | 0 | 551 |
Equity (deficit) attributable to RiceBran Technologies shareholders: | ||
Common stock, no par value, 50,000,000 shares authorized, 11,575,187 and 10,790,351 shares issued and outstanding | 274,419 | 264,232 |
Accumulated deficit | (264,240) | (259,819) |
Accumulated deficit attributable to noncontrolling interest in discontinued operation | (567) | (699) |
Accumulated other comprehensive loss | (4,233) | (4,346) |
Total equity (deficit) attributable to RiceBran Technologies shareholders | 6,860 | (632) |
Total liabilities, temporary equity and equity (deficit) | 31,581 | 28,845 |
Series F Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Preferred stock, Series F, convertible, 20,000,000 shares authorized, 3,000 convertible shares issued and outstanding | 0 | 551 |
Equity (deficit) attributable to RiceBran Technologies shareholders: | ||
Preferred stock | 493 | 0 |
Series G Convertible Preferred Stock [Member] | ||
Equity (deficit) attributable to RiceBran Technologies shareholders: | ||
Preferred stock | $ 988 | $ 0 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 8 | $ 12 |
Equity (deficit) 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 | 50,000,000 |
Common stock, shares issued (in shares) | 11,575,187 | 10,790,351 |
Common stock, shares outstanding (in shares) | 11,575,187 | 10,790,351 |
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 | |
Equity (deficit) attributable to RiceBran Technologies shareholders: | ||
Preferred stock, shares authorized (in shares) | 3,000 | |
Convertible preferred stock, shares issued (in shares) | 2,685 | |
Convertible preferred stock, shares outstanding (in shares) | 2,685 | |
Series G Convertible Preferred Stock [Member] | ||
Equity (deficit) attributable to RiceBran Technologies shareholders: | ||
Preferred stock, shares authorized (in shares) | 3,000 | |
Convertible preferred stock, shares issued (in shares) | 1,989 | |
Convertible preferred stock, shares outstanding (in shares) | 1,989 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flow from operating activities: | ||
Net loss | $ (4,071) | $ (8,254) |
Income (loss) from discontinued operations | 117 | (4,221) |
Loss from continuing operations | (4,188) | (4,033) |
Adjustments to reconcile net loss to net cash used in operating activities of discontinued operations: | ||
Depreciation and amortization | 414 | 452 |
Stock and share-based compensation | 654 | 477 |
Change in fair value of derivative warrant and conversion liabilities | (1,121) | 852 |
Loss on extinguishment of debt | 1,680 | 0 |
Gain on resolution of Irgovel purchase litigation | 0 | (1,598) |
Interest accreted | 893 | 403 |
Other | 58 | 0 |
Cash provided by discontinued operations | (876) | (1,763) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (38) | (113) |
Inventories | (16) | 161 |
Accounts payable and accrued expenses | (824) | 186 |
Other | 353 | (52) |
Net cash used in operating activities of continuing operations | (3,011) | (5,028) |
Net cash provided by operating activities of discontinued operations | 973 | 3,244 |
Net cash used in operating activities | (2,038) | (1,784) |
Cash flows from investing activities: | ||
Change in restricted cash | 0 | 1,921 |
Purchases of property | (139) | (209) |
Net cash (used in) provided by investing activities of continuing operations | (139) | 1,712 |
Net cash used in investing activities of discontinued operations | (108) | (208) |
Net cash (used in) provided by investing activities | (247) | 1,504 |
Cash flows from financing activities: | ||
Payments of debt | (7,159) | (15,703) |
Proceeds from issuance of debt, net of issuance costs | 3,779 | 14,801 |
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 |
Other | (12) | (9) |
Net cash provided by financing activities of continuing operations | 3,873 | 1,943 |
Net cash provided by (used in) financing activities of discontinued operations | 1,112 | (815) |
Net cash provided by financing activities | 4,985 | 1,128 |
Effect of exchange rate changes on cash and cash equivalents of discontinued operations | 142 | (38) |
Net change in cash and cash equivalents | 2,842 | 810 |
Cash and cash equivalents, beginning of period | 342 | 966 |
Cash and cash equivalents, end of period | 3,184 | 1,776 |
Supplemental disclosures: | ||
Cash paid for interest | 922 | 942 |
Cash paid for income taxes | $ 0 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2017 | |
DISCONTINUED OPERATIONS [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 2. DISCONTINUED OPERATIONS Healthy Natural (HN) Discontinued Operations The Company continuously assesses the composition of our portfolio to ensure it is aligned with our strategic objectives and positioned to maximize growth and return to our shareholders. In the second quarter of 2017, we began exploring strategic options for our wholly-owned subsidiary, Healthy Natural, Inc. (HN). The following table summarizes the initial distribution of proceeds (in thousands). Purchase price, net of assumed liabilities $ 18,283 Estimated expenses (934 ) Net proceeds $ 17,349 Repayment of senior debentures $ 6,600 Repayment of subordinated debt and related interest 5,963 Repayment of other liabilities 56 Escrow for working capital adjustments 225 Escrow for indemnity claims 550 $ 13,394 We have not completed our accounting for the sale of HN. On a preliminary basis, we estimate the net carrying value of HN as of the date of sale at $4.0 million and the third quarter 2017 gain on sale as $8.8 million, net of $4.5 million income tax provision. The Internal Revenue Service rules in this area are complex and we have not yet completed an analysis of what net operating losses, if any, will be available to reduce the taxes owed on the gain. In addition, we expect to recognize a third quarter 2017 expense from the proceeds from the sale of HN of approximately $6.0 million related to the extinguishment of the senior debentures and approximately $0.7 million related to the extinguishment of the subordinated debt and related interest. We will be required to accrete the senior debentures from their $0.6 million carrying amount to their $6.6 million face value upon extinguishment and accrete the subordinated debt from their $5.3 million carrying amount to their $6.0 million face value upon extinguishment. We determined that the disposal met the criteria for presentation as discontinued operations in the second quarter of 2017. Accordingly, HN results are presented as discontinued operations in our consolidated statements of operations and are excluded from continuing operations for all periods presented. In addition, the HN assets and liabilities are classified as held for sale in our consolidated balance sheets for all periods presented. The following table summarizes the major line items included in the income (loss) from discontinued operations for the divestitures of HN (in thousands). Three Months Ended Six Months Ended 2017 2016 2017 2016 Revenues $ 5,064 $ 5,546 $ 9,481 $ 10,034 Cost of goods sold (3,336 ) (3,702 ) (6,358 ) (6,661 ) Selling, general and administrative expenses (215 ) (329 ) (443 ) (704 ) Income from discontinued operations, before income taxes 1,513 1,515 2,680 2,669 Income taxes (515 ) (515 ) (912 ) (907 ) Income from discontinued operations, net of tax $ 998 $ 1,000 $ 1,768 $ 1,762 The following table summarizes the carrying amounts of major classes of HN assets and liabilities classified as held for sale (in thousands). June 30, December 31, Accounts receivable, net $ 1,362 $ 592 Inventories 1,887 1,915 Other current asssets held for sale 32 23 Property and equipment 882 1,019 Intangible 791 791 Other noncurrent assets held for sale 24 24 Total assets held for sale $ 4,978 $ 4,364 Accounts payable $ 567 $ 443 Accrued expenses 346 382 Long term liabilities 41 44 Total liabilities held for sale $ 954 $ 869 The following table summarizes the major line items included in cash flows from discontinued operations of HN for the six months ended June 30, 2017 and 2016 (in thousands). Six Months Ended 2017 2016 Net cash provided by operating activities $ 2,141 $ 2,235 Net cash used in investing activities (15 ) (75 ) Net cash used in financing activities (7 ) - Net cash provided to continuing operations $ (2,119 ) $ (2,160 ) Nutra SA Discontinued Operations We hold a variable interest in our equity interest in Nutra SA. Nutra SA’s only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), located in Pelotas, Brazil. We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. In the second quarter of 2017, we determined that our plans to divest our investment in Nutra SA met the criteria for presentation as discontinued operations. Accordingly, the Nutra SA consolidated results are presented as discontinued operations in our condensed consolidated statements of operations and are excluded from continuing operations for all periods presented. In addition, Nutra SA consolidated assets and liabilities are classified as held for sale in our consolidated balance sheets for all periods presented. Other equity holders’ (Investors) interests in Nutra SA are reflected in net loss attributable to noncontrolling interest in discontinued operations in the condensed consolidated statements of operations and accumulated deficit attributable to noncontrolling interest in discontinued operations in the condensed consolidated balance sheets. The following table summarizes the major line items included in income (loss) from discontinued operations for Nutra SA in the three and six months ended June 30, 2017 and 2016 (in thousands). Three Months Ended Six Months Ended 2017 2016 2017 2016 Revenues $ 2,960 $ 1,767 $ 6,363 $ 4,064 Cost of goods sold (2,800 ) (2,428 ) (6,275 ) (4,949 ) Selling, general and administrative expenses (497 ) (640 ) (1,031 ) (1,382 ) Goodwill impairment - (3,024 ) - (3,024 ) Other expense (357 ) (315 ) (708 ) (692 ) Loss from discontinued operations, before income taxes (694 ) (4,640 ) (1,651 ) (5,983 ) Income taxes - - - - Loss from discontinued operations, net of tax $ (694 ) $ (4,640 ) $ (1,651 ) $ (5,983 ) The following table summarizes the carrying amounts of major classes of Nutra SA assets and liabilities classified as held for sale (in thousands). June 30, December 31, Cash and cash equivalents $ 41 $ 109 Accounts receivable, net (restricted $363 and $398) 326 398 Inventories 1,138 925 Other current asssets held for sale 912 373 Property and equipment, net (restricted $2,508 and $2,599 ) 10,249 10,889 Other noncurrent assets held for sale 1,226 1,327 Total assets held for sale $ 13,892 $ 14,021 Accounts payable $ 2,222 $ 2,553 Accrued expenses 6,290 5,607 Current maturities of long-term debt (nonrecourse) 7,164 6,816 Total liabilities held for sale $ 15,676 $ 14,976 Cash provided by Nutra SA operations are generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the LLC Agreement. Therefore Nutra SA’s consolidated cash is classified as held for sale in our consolidated balance sheets. Nutra SA’s debt is secured by Irgovel’s accounts receivable and property. The non-Brazilian entities within the consolidated ownership group do not guarantee any of Nutra SA’s debt. The following table summarizes the major line items included in cash flows from Nutra SA discontinued operations for the six months ended June 30, 2017 and 2016 (in thousands). Six Months Ended 2017 2016 Net cash (used) provided by operating activities $ (1,236 ) $ 1,106 Net cash used in investing activities (93 ) (156 ) Net cash provided (used) by financing activities 1,119 (815 ) Effect of exchange rate changes 142 (38 ) Net change in cash and cash equivalents (68 ) 97 Cash and cash equivalents, beginning of period 109 104 Cash and cash equivalents, end of period $ 41 $ 201 Nutra SA’s debt consists of the following (in thousands): June 30 December 31, Capital expansion loans $ 647 $ 2,454 Working capital lines of credit 1,090 401 Advances on customer export orders 2,482 1,113 Special tax programs 2,838 2,767 Other 107 81 $ 7,164 $ 6,816 As of June 30, 2017, Irgovel had approximately $3.7 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 Nutra SA debt has been classified as current in the accompanying consolidated balance sheet as of June 30, 2017. As of June 30, 2017, Irgovel had approximately $6.1 million of tax payments in arrears. All taxes in arrears can be included in a new Brazil tax amnesty program, but to do so, the May 2017 and June 2017 installments (approximately $0.2 million) must be paid. All Nutra SA debt is denominated in the Brazilian Real (R$), except advances on customer export orders which are denominated in U.S. Dollars. The fair value of Nutra SA debt (Level 3 measurement) approximates the $7.1 million carrying value of that debt based on the current market rates for similar debt with similar maturities. 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, reflected as accumulated deficit attributable to noncontrolling interest in discontinued operations, in the accompanying balance sheets, for the three and six months ended June 30, 2017 and 2016 (in thousands) follows. Three Months Ended Six Months Ended 2017 2016 2017 2016 Redeemable noncontrolling interest in Nutra SA, beginning of period $ (416 ) $ (224 ) $ (699 ) $ 69 Investors' interest in net loss of Nutra SA (249 ) (1,508 ) (567 ) (1,946 ) Investors' interest in other comprehensive loss of Nutra SA (2 ) 133 49 278 Investors purchase of additional membership interest 100 - 650 - Redeemable noncontrolling interest in Nutra SA, end of period $ (567 ) $ (1,599 ) $ (567 ) $ (1,599 ) Investors' average interest in Nutra SA during the period 35.8 % 32.4 % 35.4 % 32.1 % Investors' interest in Nutra SA at the end of the period 35.7 % 32.4 % 35.7 % 32.4 % 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 June 30, 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 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 subject to the oversight of a management committee 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 June 30, 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 June 30, 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. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN | 6 Months Ended |
Jun. 30, 2017 | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN | NOTE 3. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLAN We have improved our cash position since December 31, 2016, as a result of a debt and equity raise in February 2017 and the sale of HN in July 2017. However, on a consolidated basis, largely as a result of our Nutra SA losses, 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 8, 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). Consequently, we believe we 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 from our remaining US operations. In July 2017, as discussed further in Note 2, we received cash proceeds, net of expenses, of $18.3 million from the sale of HN a portion of which was used to pay off our senior debentures ($6.6 million) and subordinated notes ($6.0 million). 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. Beginning in the second quarter of 2016 and through the second quarter of 2017, Irgovel experienced severe cash shortages resulting in an increase in accrued expenses and payroll related tax obligations. Due to Irgovel’s working capital issues, Irgovel did not have the funds necessary to meet scheduled debt payments. As a result, Irgovel ceased making all bank debt payments in the second and third quarters of 2016. In 2016, our minority partners (the Investors) contributed $1.7 million to Nutra SA and an additional $0.7 million through June 30, 2017. In 2016, we invested $1.1 million in Nutra SA. Our board has determined it will no longer contribute any additional funds to Nutra SA. |
RECENT ACCOUNTING GUIDANCE
RECENT ACCOUNTING GUIDANCE | 6 Months Ended |
Jun. 30, 2017 | |
RECENT ACCOUNTING GUIDANCE [Abstract] | |
RECENT ACCOUNTING GUIDANCE | NOTE 4. RECENT ACCOUNTING GUIDANCE 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. 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)
LOSS PER SHARE (EPS) | 6 Months Ended |
Jun. 30, 2017 | |
LOSS PER SHARE (EPS) [Abstract] | |
LOSS PER SHARE (EPS) | NOTE 5. 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 outstanding convertible preferred stocks 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 effects of outstanding options, warrants, nonvested shares and restricted stock units that vest solely on the basis of a service condition are calculated using the treasury stock method. The dilutive effects of the outstanding preferred stock are calculated using the if-converted method. Below are reconciliations of the numerators and denominators in the continuing operations EPS computations for the three and six months ended June 30, 2017 and 2016. Three Months Ended Six Months Ended 2017 2016 2017 2016 NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (1,774 ) $ (4,476 ) $ (4,188 ) $ (4,033 ) Dividend on preferred stock--beneficial conversion feature - - (778 ) (551 ) Basic and diluted - adjusted loss from continuing operations $ (1,774 ) $ (4,476 ) $ (4,966 ) $ (4,584 ) DENOMINATOR: Basic EPS - weighted average number of common shares outstanding 9,794,405 9,231,619 9,726,268 9,223,651 Effect of dilutive securities outstanding - - - - Diluted EPS - weighted average number of shares outstanding 9,794,405 9,231,619 9,726,268 9,223,651 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 595,252 353,186 395,262 355,286 Warrants 23,460,192 10,842,006 20,547,647 9,777,065 Nonvested stock 1,217,650 1,265,386 1,206,997 1,066,236 Convertible preferred stock 3,879,603 2,000,000 3,469,299 1,417,582 Restricted stock unit awards 261,111 - 130,556 - The impact of potentially dilutive securities outstanding at June 30, 2017 and 2016, was not included in the calculation of diluted EPS for the six months ended June 30, 2017 for the periods presented |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 6 Months Ended |
Jun. 30, 2017 | |
CONCENTRATIONS OF RISK [Abstract] | |
CONCENTRATIONS OF RISK | NOTE 6. CONCENTRATIONS OF RISK Our trade accounts receivable subject us to significant concentrations of credit risk. We perform ongoing credit evaluations on our customers’ financial condition and generally do not require collateral. Revenues and accounts receivable from certain significant customers are stated below as a percent of continuing operations total revenue for the six months ended June 30, 2017 % of Total Revenue Six Months Ended % of Total Accounts Receivable Six Months Ended Customer 2017 2016 2017 2016 Customer 1 16 % 12 % 25 % 18 % Customer 2 15 % 12 % 12 % * Customer 3 * * * * Customer 4 * * * * Customer 5 * * * 11 % Others 69 % 69 % 63 % 71 % Total 100 % 93 % 100 % 100 % * Less than 10% Purchases by continuing operations from certain significant suppliers are stated below as a percent of total purchases for the six months ended June 30, 2017 % of Total Purchases Supplier 2017 2016 Supplier 1 11 % 15 % Supplier 2 * * Supplier 3 * * Supplier 4 * * Supplier 5 * * Others 89 % 85 % Total 100 % 100 % * Less than 10% |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2017 | |
DEBT [Abstract] | |
DEBT | NOTE 7. DEBT The following table summarizes current and long-term portions of debt (in thousands): June 30, December 31, Senior debentures, net, maturing in February 2019, principal $6.6 million $ 589 $ - Subordinated notes, net, maturing in May 2019, principal $5.9 million 5,285 6,310 Other 42 75 Senior revolving loan - 1,725 Senior term loan, net - 917 5,916 9,027 Current portion 24 3,063 Long-term portion $ 5,892 $ 5,964 We repaid the senior debentures and the subordinated notes, in full, with the proceeds from the sale of HN in July 2017. We expect to recognize a third quarter 2017 expense of approximately $6.0 million to accrete the debentures from their $0.6 million carrying amount to their $6.6 million face value upon extinguishment and approximately $0.7 million related to the extinguishment of the subordinated debt and related interest to accrete the subordinated debt from their $5.3 million carrying amount to their $6.0 million face value upon extinguishment. We issued the 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 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 |
EQUITY, SHARE-BASED COMPENSATIO
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | 6 Months Ended |
Jun. 30, 2017 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | NOTE 8. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS Preferred Common Accumulated Accumulated Deficit Attributable to Non-controlling Interest in Accumulated Other Comp- rehensive Equity Shares Preferred Series F Series G Common Stock Stock Deficit Nutra SA Loss (Deficit) Balance, December 31, 2016 - - 10,790,351 $ - $ 264,232 $ (259,819 ) $ (699 ) $ (4,346 ) $ (632 ) Issuance of common stock awards under equity incentive plans - - 550,273 - 613 - - - 613 Dividend on preferred stock - beneficial conversion feature - - - - 778 (778 ) - - - Modification of senior debenture holder warrants - - - - 582 - - - 582 Modification of subordinated note holder warrants - - - - 117 - - - 117 Change in classification of preferred stock to equity from liability 3,000 2,000 - 1,545 - - - - 1,545 Change in classification of warrants to equity from liability - - - - 7,851 - - - 7,851 Conversion of preferred stock into common stock (315 ) (11 ) 220,439 (64 ) 203 (139 ) - - - Other - - 14,124 - 43 - - - 43 Proceeds from sale of membership interests - - - - - - 650 - 650 Foreign currency translation - - - - - - 49 113 162 Net loss - - - - - (3,504 ) (567 ) - (4,071 ) Balance, June 30, 2017 2,685 1,989 11,575,187 $ 1,481 $ 274,419 $ (264,240 ) $ (567 ) $ (4,233 ) $ 6,860 A summary of warrant activity for the six months ended June 30, 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 4.8 (14,468,163 ) 1.16 4.8 Exercised - NA NA - NA NA Forfeited, expired or cancelled - NA NA - NA NA Outstanding, June 30, 2017 20,832,273 $ 2.32 3.9 2,627,919 $ 1.03 0.7 Exercisable, June 30, 2017 19,957,273 $ 2.38 3.9 2,627,919 $ 1.03 0.7 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. In June 2017, we issued 96,372 shares of common stock as transitional director compensation to the chairman of our board, who 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 was payable in either cash or stock at the chairman’s election. The chairman elected to receive shares of common stock. In June 2017, we issued 345,205 shares of common stock to our directors at a grant date fair value of $0.90 per share. The restricted stock awards vest on the earlier of June 2018 or one day before the date of the next annual shareholder meeting. In the second quarter of 2017, we issued 220,439 shares of common stock upon conversion of 315 shares of Series F preferred stock and 11 shares of Series G preferred stock. The common stock had a fair value at issuance of $0.2 million. The difference between the fair value of the common stock issued and the carrying amount of the preferred stock was recorded as an increase in accumulated deficit. In the third quarter of 2017, through the date of this filling, we issued 1,834,124 shares of common stock upon conversion of 2,186 shares of Series F preferred stock and 397 shares of Series G preferred stock. The common stock had a fair value at issuance of $1.9 million. The difference between the fair value of the common stock issued and the $0.6 million carrying amount of the preferred stock was recorded as an increase in accumulated deficit. Share Sequencing From June 2015 until March 2017, the minority interest holders in Nutra SA could elect , the number of common stock 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 In 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. In February 2017, 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. Equity Incentive Plan In June 2017, shareholders approved a 1,700,000 increase in the authorized shares issuable under the 2014 Equity Incentive Plan (the 2014 Plan). The total shares authorized under the 2014 Plan is now 3,300,000 shares. Option Issuances In the first quarter of 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 installments through August 2020 and had a grant date fair value of $0.56 per share. In the second quarter of 2017, we granted options to purchase an aggregate 355,500 shares of our common stock to executive officers and employees. The options vest in four equal annual installments beginning in the second quarter of 2018 at an average exercise price of $0.85 per share and had a grant date fair value of $0.62 per share. Restricted Stock Unit Awards In late June 2017, we issued restricted stock units (RSUs), under the 2014 Plan, to our executive officers covering a total of 1,175,000 shares of our common stock. The shares subject to the RSUs 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 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 shares had a grant date fair value of $188 thousand which will be expensed ratably over a 3.5-year period beginning in July 2017. Warrants In July 2017, the holder of a liability warrant to purchase 781,252 shares, at an exercise price of $0.96 per share, exercised the warrant into common stock with a fair value on the date of the conversion of $0.98 per share. We issued 103,008 shares of common stock to the holder in a cashless transaction. The following table summarizes information related to outstanding warrants as June 30, 2017 and December 31, 2016: June 30, 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 0.4 - $ - - $ 0.96 Equity 12,947,832 0.96 4.6 - - - $ 1.50 Liability (2) 300,000 1.60 2.9 - - - $ 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 2.2 4,296,339 5.36 2.7 $ 6.55 to $16.80 Equity 2,067,771 6.61 1.5 2,067,771 6.61 2.0 23,460,192 $ 2.17 3.53 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. In July 2017, the holder exercised one of the warrants, for the purchase 781,252 shares, into common stock. (2) Includes a warrant to 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 with respect to the exercise price of the warrant 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 | 6 Months Ended |
Jun. 30, 2017 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. 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 June 30, 2017, the fair value of our debt (Level 3 measurement) is approximately $4.6 million higher than the $5.9 million carrying value of that debt, based on 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 June 30, 2017 - derivative warrant liabilities $ - $ - $ 472 $ 472 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 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. June 30, 2017 December 31, 2016 Risk-free interest rate 1.1% 0.6% -1.9% (1.1% weighted average) (1.6% weighted average) Expected volatility 65%-75% 64% (73% 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 Realized and Unrealized Gains (Losses) Issuance of New Instruments Reclassify to (Deficit) Equity Fair Value, at End of Period (1) Six Months Ended June 30, 2017, derivative warrant liabilities $ (1,527 ) $ 1,121 $ (7,917 ) $ 7,851 $ (472 ) Six Months Ended June 30, 2016, derivative warrant liabilities $ (678 ) $ (852 ) $ (2,473 ) $ - $ (4,003 ) (1) Included in change in fair value of derivative warrant liabilities in our consolidated statements of operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10. 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 $1.1 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. In addition to the above items, Irgovel has a contingent liability of approximately $0.3 million for amounts claimed to be owed in connection with a loan agreement entered into in April 2007 between Irgovel and a former shareholder of Irgovel. In April 2014, the former shareholder filed an enforcement action against Irgovel to collect such amounts. In June 2014, Irgovel filed a motion to annul the enforcement proceedings. The enforcement proceedings were dismissed in September 2015. In May 2016, the court found in favor of the former shareholder to appeal the stay of execution that was previously granted. Irgovel - Events of Default As further described in Note 2, 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 | 6 Months Ended |
Jun. 30, 2017 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11. RELATED PARTY TRANSACTIONS Prior to 2017, entities beneficially owned by Baruch Halpern, a director, invested in our subordinated notes and related warrants prior to 2014. As of June 30, 2017, and throughout the first six months of 2017, Mr. Halpern beneficially held approximately 43% of our outstanding subordinated notes and related warrants. See Note 8 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. The notes were paid in full in July 2017 from the proceeds of the sale of HN. In the three months ended June 30, 2017 and 2016, we expensed $0.1 million of interest on the subordinated notes beneficially owned by Mr. Halpern. In the six months ended June 30, 2017 and 2016, we expensed $0.2 million of interest on the subordinated notes. |
FAILURE TO COMPLY WITH NASDAQ L
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS | 6 Months Ended |
Jun. 30, 2017 | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS [Abstract] | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS | NOTE 12. 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. On August 1, 2017, we received a notification letter from Nasdaq that we regained compliance with Nasdaq List Rule 5550(a)(2) minimum bid price requirement by meeting the closing bid price of $1.00 or more for 10 consecutive trading days on July 31, 2017. |
RECENT ACCOUNTING GUIDANCE (Pol
RECENT ACCOUNTING GUIDANCE (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
RECENT ACCOUNTING GUIDANCE [Abstract] | |
RECENT ACCOUNTING GUIDANCE | 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. 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. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Healthy Natural Inc [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Initial distribution of proceeds | The following table summarizes the initial distribution of proceeds (in thousands). Purchase price, net of assumed liabilities $ 18,283 Estimated expenses (934 ) Net proceeds $ 17,349 Repayment of senior debentures $ 6,600 Repayment of subordinated debt and related interest 5,963 Repayment of other liabilities 56 Escrow for working capital adjustments 225 Escrow for indemnity claims 550 $ 13,394 |
Income (loss) from discontinued operations | The following table summarizes the major line items included in the income (loss) from discontinued operations for the divestitures of HN (in thousands). Three Months Ended Six Months Ended 2017 2016 2017 2016 Revenues $ 5,064 $ 5,546 $ 9,481 $ 10,034 Cost of goods sold (3,336 ) (3,702 ) (6,358 ) (6,661 ) Selling, general and administrative expenses (215 ) (329 ) (443 ) (704 ) Income from discontinued operations, before income taxes 1,513 1,515 2,680 2,669 Income taxes (515 ) (515 ) (912 ) (907 ) Income from discontinued operations, net of tax $ 998 $ 1,000 $ 1,768 $ 1,762 |
Assets and liabilities classified as held for sale | The following table summarizes the carrying amounts of major classes of HN assets and liabilities classified as held for sale (in thousands). June 30, December 31, Accounts receivable, net $ 1,362 $ 592 Inventories 1,887 1,915 Other current asssets held for sale 32 23 Property and equipment 882 1,019 Intangible 791 791 Other noncurrent assets held for sale 24 24 Total assets held for sale $ 4,978 $ 4,364 Accounts payable $ 567 $ 443 Accrued expenses 346 382 Long term liabilities 41 44 Total liabilities held for sale $ 954 $ 869 |
Cash flows from discontinued operations | The following table summarizes the major line items included in cash flows from discontinued operations of HN for the six months ended June 30, 2017 and 2016 (in thousands). Six Months Ended 2017 2016 Net cash provided by operating activities $ 2,141 $ 2,235 Net cash used in investing activities (15 ) (75 ) Net cash used in financing activities (7 ) - Net cash provided to continuing operations $ (2,119 ) $ (2,160 ) |
Nutra SA [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Income (loss) from discontinued operations | The following table summarizes the major line items included in income (loss) from discontinued operations for Nutra SA in the three and six months ended June 30, 2017 and 2016 (in thousands). Three Months Ended Six Months Ended 2017 2016 2017 2016 Revenues $ 2,960 $ 1,767 $ 6,363 $ 4,064 Cost of goods sold (2,800 ) (2,428 ) (6,275 ) (4,949 ) Selling, general and administrative expenses (497 ) (640 ) (1,031 ) (1,382 ) Goodwill impairment - (3,024 ) - (3,024 ) Other expense (357 ) (315 ) (708 ) (692 ) Loss from discontinued operations, before income taxes (694 ) (4,640 ) (1,651 ) (5,983 ) Income taxes - - - - Loss from discontinued operations, net of tax $ (694 ) $ (4,640 ) $ (1,651 ) $ (5,983 ) |
Assets and liabilities classified as held for sale | The following table summarizes the carrying amounts of major classes of Nutra SA assets and liabilities classified as held for sale (in thousands). June 30, December 31, Cash and cash equivalents $ 41 $ 109 Accounts receivable, net (restricted $363 and $398) 326 398 Inventories 1,138 925 Other current asssets held for sale 912 373 Property and equipment, net (restricted $2,508 and $2,599 ) 10,249 10,889 Other noncurrent assets held for sale 1,226 1,327 Total assets held for sale $ 13,892 $ 14,021 Accounts payable $ 2,222 $ 2,553 Accrued expenses 6,290 5,607 Current maturities of long-term debt (nonrecourse) 7,164 6,816 Total liabilities held for sale $ 15,676 $ 14,976 |
Cash flows from discontinued operations | The following table summarizes the major line items included in cash flows from Nutra SA discontinued operations for the six months ended June 30, 2017 and 2016 (in thousands). Six Months Ended 2017 2016 Net cash (used) provided by operating activities $ (1,236 ) $ 1,106 Net cash used in investing activities (93 ) (156 ) Net cash provided (used) by financing activities 1,119 (815 ) Effect of exchange rate changes 142 (38 ) Net change in cash and cash equivalents (68 ) 97 Cash and cash equivalents, beginning of period 109 104 Cash and cash equivalents, end of period $ 41 $ 201 |
Components of debt | Nutra SA’s debt consists of the following (in thousands): June 30 December 31, Capital expansion loans $ 647 $ 2,454 Working capital lines of credit 1,090 401 Advances on customer export orders 2,482 1,113 Special tax programs 2,838 2,767 Other 107 81 $ 7,164 $ 6,816 |
Summary of changes in redeemable noncontrolling interest in discontinued operations | A summary of changes in redeemable noncontrolling interest in Nutra SA, reflected as accumulated deficit attributable to noncontrolling interest in discontinued operations, in the accompanying balance sheets, for the three and six months ended June 30, 2017 and 2016 (in thousands) follows. Three Months Ended Six Months Ended 2017 2016 2017 2016 Redeemable noncontrolling interest in Nutra SA, beginning of period $ (416 ) $ (224 ) $ (699 ) $ 69 Investors' interest in net loss of Nutra SA (249 ) (1,508 ) (567 ) (1,946 ) Investors' interest in other comprehensive loss of Nutra SA (2 ) 133 49 278 Investors purchase of additional membership interest 100 - 650 - Redeemable noncontrolling interest in Nutra SA, end of period $ (567 ) $ (1,599 ) $ (567 ) $ (1,599 ) Investors' average interest in Nutra SA during the period 35.8 % 32.4 % 35.4 % 32.1 % Investors' interest in Nutra SA at the end of the period 35.7 % 32.4 % 35.7 % 32.4 % |
LOSS PER SHARE (EPS) (Tables)
LOSS PER SHARE (EPS) (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
LOSS PER SHARE (EPS) [Abstract] | |
Reconciliations of numerators and denominators in EPS computations | Below are reconciliations of the numerators and denominators in the continuing operations EPS computations for the three and six months ended June 30, 2017 and 2016. Three Months Ended Six Months Ended 2017 2016 2017 2016 NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (1,774 ) $ (4,476 ) $ (4,188 ) $ (4,033 ) Dividend on preferred stock--beneficial conversion feature - - (778 ) (551 ) Basic and diluted - adjusted loss from continuing operations $ (1,774 ) $ (4,476 ) $ (4,966 ) $ (4,584 ) DENOMINATOR: Basic EPS - weighted average number of common shares outstanding 9,794,405 9,231,619 9,726,268 9,223,651 Effect of dilutive securities outstanding - - - - Diluted EPS - weighted average number of shares outstanding 9,794,405 9,231,619 9,726,268 9,223,651 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 595,252 353,186 395,262 355,286 Warrants 23,460,192 10,842,006 20,547,647 9,777,065 Nonvested stock 1,217,650 1,265,386 1,206,997 1,066,236 Convertible preferred stock 3,879,603 2,000,000 3,469,299 1,417,582 Restricted stock unit awards 261,111 - 130,556 - |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
CONCENTRATIONS OF RISK [Abstract] | |
Concentrations of risk | Revenues and accounts receivable from certain significant customers are stated below as a percent of continuing operations total revenue for the six months ended June 30, 2017 % of Total Revenue Six Months Ended % of Total Accounts Receivable Six Months Ended Customer 2017 2016 2017 2016 Customer 1 16 % 12 % 25 % 18 % Customer 2 15 % 12 % 12 % * Customer 3 * * * * Customer 4 * * * * Customer 5 * * * 11 % Others 69 % 69 % 63 % 71 % Total 100 % 93 % 100 % 100 % * Less than 10% Purchases by continuing operations from certain significant suppliers are stated below as a percent of total purchases for the six months ended June 30, 2017 % of Total Purchases Supplier 2017 2016 Supplier 1 11 % 15 % Supplier 2 * * Supplier 3 * * Supplier 4 * * Supplier 5 * * Others 89 % 85 % Total 100 % 100 % * Less than 10% |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
DEBT [Abstract] | |
Current and long-term debt | The following table summarizes current and long-term portions of debt (in thousands): June 30, December 31, Senior debentures, net, maturing in February 2019, principal $6.6 million $ 589 $ - Subordinated notes, net, maturing in May 2019, principal $5.9 million 5,285 6,310 Other 42 75 Senior revolving loan - 1,725 Senior term loan, net - 917 5,916 9,027 Current portion 24 3,063 Long-term portion $ 5,892 $ 5,964 |
EQUITY, SHARE-BASED COMPENSAT24
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | |
Summary of equity activity | Preferred Common Accumulated Accumulated Deficit Attributable to Non-controlling Interest in Accumulated Other Comp- rehensive Equity Shares Preferred Series F Series G Common Stock Stock Deficit Nutra SA Loss (Deficit) Balance, December 31, 2016 - - 10,790,351 $ - $ 264,232 $ (259,819 ) $ (699 ) $ (4,346 ) $ (632 ) Issuance of common stock awards under equity incentive plans - - 550,273 - 613 - - - 613 Dividend on preferred stock - beneficial conversion feature - - - - 778 (778 ) - - - Modification of senior debenture holder warrants - - - - 582 - - - 582 Modification of subordinated note holder warrants - - - - 117 - - - 117 Change in classification of preferred stock to equity from liability 3,000 2,000 - 1,545 - - - - 1,545 Change in classification of warrants to equity from liability - - - - 7,851 - - - 7,851 Conversion of preferred stock into common stock (315 ) (11 ) 220,439 (64 ) 203 (139 ) - - - Other - - 14,124 - 43 - - - 43 Proceeds from sale of membership interests - - - - - - 650 - 650 Foreign currency translation - - - - - - 49 113 162 Net loss - - - - - (3,504 ) (567 ) - (4,071 ) Balance, June 30, 2017 2,685 1,989 11,575,187 $ 1,481 $ 274,419 $ (264,240 ) $ (567 ) $ (4,233 ) $ 6,860 |
Summary of warrant activity | A summary of warrant activity for the six months ended June 30, 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 4.8 (14,468,163 ) 1.16 4.8 Exercised - NA NA - NA NA Forfeited, expired or cancelled - NA NA - NA NA Outstanding, June 30, 2017 20,832,273 $ 2.32 3.9 2,627,919 $ 1.03 0.7 Exercisable, June 30, 2017 19,957,273 $ 2.38 3.9 2,627,919 $ 1.03 0.7 |
Summary of outstanding warrants | The following table summarizes information related to outstanding warrants as June 30, 2017 and December 31, 2016: June 30, 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 0.4 - $ - - $ 0.96 Equity 12,947,832 0.96 4.6 - - - $ 1.50 Liability (2) 300,000 1.60 2.9 - - - $ 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 2.2 4,296,339 5.36 2.7 $ 6.55 to $16.80 Equity 2,067,771 6.61 1.5 2,067,771 6.61 2.0 23,460,192 $ 2.17 3.53 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. In July 2017, the holder exercised one of the warrants, for the purchase 781,252 shares, into common stock. (2) Includes a warrant to 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 with respect to the exercise price of the warrant 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) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 - derivative warrant liabilities $ - $ - $ 472 $ 472 Total liabilities at fair value, as of December 31, 2016 - derivative warrant liabilities $ - $ - $ 1,527 $ 1,527 |
Additional assumptions used to calculate fair value | 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. June 30, 2017 December 31, 2016 Risk-free interest rate 1.1% 0.6% -1.9% (1.1% weighted average) (1.6% weighted average) Expected volatility 65%-75% 64% (73% 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 Realized and Unrealized Gains (Losses) Issuance of New Instruments Reclassify to (Deficit) Equity Fair Value, at End of Period (1) Six Months Ended June 30, 2017, derivative warrant liabilities $ (1,527 ) $ 1,121 $ (7,917 ) $ 7,851 $ (472 ) Six Months Ended June 30, 2016, derivative warrant liabilities $ (678 ) $ (852 ) $ (2,473 ) $ - $ (4,003 ) (1) Included in change in fair value of derivative warrant liabilities in our consolidated statements of operations. |
DISCONTINUED OPERATIONS, Initia
DISCONTINUED OPERATIONS, Initial Distribution of Proceeds (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Jul. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 |
Initial Distribution of Proceeds [Abstract] | ||||
Repayment of subordinated debt and related interest | $ 500 | |||
Healthy Natural Inc [Member] | Senior Debentures, Net [Member] | ||||
Initial Distribution of Proceeds [Abstract] | ||||
Extinguishment of debt | $ 6,000 | |||
Carrying value of debt | 600 | |||
Face value of debentures upon extinguishment | 6,600 | |||
Healthy Natural Inc [Member] | Subordinated Debt [Member] | ||||
Initial Distribution of Proceeds [Abstract] | ||||
Extinguishment of debt | 700 | |||
Carrying value of debt | 5,300 | |||
Face value of debentures upon extinguishment | $ 6,000 | |||
Healthy Natural Inc [Member] | Forecast [Member] | ||||
Initial Distribution of Proceeds [Abstract] | ||||
Net carrying value of discontinued operations | $ 4,000 | |||
Gain on sale of business | 8,800 | |||
Tax provision for gain on sale of business | $ 4,500 | |||
Healthy Natural Inc [Member] | Subsequent Event [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restriction period to engage in business conducted by sold entity | 5 years | |||
Initial Distribution of Proceeds [Abstract] | ||||
Purchase price, net of assumed liabilities | $ 18,283 | |||
Estimated expenses | (934) | |||
Net proceeds | 17,349 | |||
Repayment of senior debentures | 6,600 | |||
Repayment of subordinated debt and related interest | 5,963 | |||
Repayment of other liabilities | 56 | |||
Escrow for working capital adjustments | 225 | |||
Escrow for indemnity claims | 550 | |||
Total distribution of proceeds | $ 13,394 |
DISCONTINUED OPERATIONS, Income
DISCONTINUED OPERATIONS, Income (Loss) from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income (Loss) from Discontinued Operations [Abstract] | ||||
Income (loss) from discontinued operations, net of tax | $ 304 | $ (3,640) | $ 117 | $ (4,221) |
Healthy Natural Inc [Member] | ||||
Income (Loss) from Discontinued Operations [Abstract] | ||||
Revenues | 5,064 | 5,546 | 9,481 | 10,034 |
Cost of goods sold | (3,336) | (3,702) | (6,358) | (6,661) |
Selling, general and administrative expenses | (215) | (329) | (443) | (704) |
Income (loss) from discontinued operations, before income taxes | 1,513 | 1,515 | 2,680 | 2,669 |
Income taxes | (515) | (515) | (912) | (907) |
Income (loss) from discontinued operations, net of tax | 998 | 1,000 | 1,768 | 1,762 |
Nutra SA [Member] | ||||
Income (Loss) from Discontinued Operations [Abstract] | ||||
Revenues | 2,960 | 1,767 | 6,363 | 4,064 |
Cost of goods sold | (2,800) | (2,428) | (6,275) | (4,949) |
Selling, general and administrative expenses | (497) | (640) | (1,031) | (1,382) |
Goodwill impairment | 0 | (3,024) | 0 | (3,024) |
Other expense | (357) | (315) | (708) | (692) |
Income (loss) from discontinued operations, before income taxes | (694) | (4,640) | (1,651) | (5,983) |
Income taxes | 0 | 0 | 0 | 0 |
Income (loss) from discontinued operations, net of tax | $ (694) | $ (4,640) | $ (1,651) | $ (5,983) |
DISCONTINUED OPERATIONS, Major
DISCONTINUED OPERATIONS, Major Classes of Assets and Liabilities Classified as Held for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Major Classes of Assets and Liabilities Classified as Held for Sale [Abstract] | ||||
Long term liabilities | $ 41 | $ 44 | ||
Healthy Natural Inc [Member] | ||||
Major Classes of Assets and Liabilities Classified as Held for Sale [Abstract] | ||||
Accounts receivable, net | 1,362 | 592 | ||
Inventories | 1,887 | 1,915 | ||
Other current assets held for sale | 32 | 23 | ||
Property and equipment, net | 882 | 1,019 | ||
Intangible | 791 | 791 | ||
Other noncurrent assets held for sale | 24 | 24 | ||
Total assets held for sale | 4,978 | 4,364 | ||
Accounts payable | 567 | 443 | ||
Accrued expenses | 346 | 382 | ||
Long term liabilities | 41 | 44 | ||
Total liabilities held for sale | 954 | 869 | ||
Nutra SA [Member] | ||||
Major Classes of Assets and Liabilities Classified as Held for Sale [Abstract] | ||||
Cash and cash equivalents | 41 | 109 | $ 201 | $ 104 |
Accounts receivable, net | 326 | 398 | ||
Inventories | 1,138 | 925 | ||
Other current assets held for sale | 912 | 373 | ||
Property and equipment, net | 10,249 | 10,889 | ||
Other noncurrent assets held for sale | 1,226 | 1,327 | ||
Total assets held for sale | 13,892 | 14,021 | ||
Accounts payable | 2,222 | 2,553 | ||
Accrued expenses | 6,290 | 5,607 | ||
Current maturities of long-term debt (nonrecourse) | 7,164 | 6,816 | ||
Total liabilities held for sale | 15,676 | 14,976 | ||
Accounts receivable restricted | 363 | 398 | ||
Property and equipment restricted | $ 2,508 | $ 2,599 |
DISCONTINUED OPERATIONS, Cash F
DISCONTINUED OPERATIONS, Cash Flows from Discontinued Operations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | ||
Net cash (used) provided by operating activities | $ 973 | $ 3,244 |
Net cash used in investing activities | (108) | (208) |
Net cash provided (used) by financing activities | 1,112 | (815) |
Effect of exchange rate changes | 142 | (38) |
Healthy Natural Inc [Member] | ||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | ||
Net cash (used) provided by operating activities | 2,141 | 2,235 |
Net cash used in investing activities | (15) | (75) |
Net cash provided (used) by financing activities | (7) | 0 |
Net cash provided to continuing operations | (2,119) | (2,160) |
Nutra SA [Member] | ||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | ||
Net cash (used) provided by operating activities | (1,236) | 1,106 |
Net cash used in investing activities | (93) | (156) |
Net cash provided (used) by financing activities | 1,119 | (815) |
Effect of exchange rate changes | 142 | (38) |
Net change in cash and cash equivalents | (68) | 97 |
Cash and cash equivalents, beginning of period | 109 | 104 |
Cash and cash equivalents, end of period | $ 41 | $ 201 |
DISCONTINUED OPERATIONS, Compon
DISCONTINUED OPERATIONS, Components of Debt (Details) - Nutra SA [Member] - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Components of Debt [Abstract] | ||
Capital expansion loans | $ 647 | $ 2,454 |
Working capital lines of credit | 1,090 | 401 |
Advances on customer export orders | 2,482 | 1,113 |
Special tax programs | 2,838 | 2,767 |
Other | 107 | 81 |
Total debt | 7,164 | $ 6,816 |
Brazil [Member] | ||
Components of Debt [Abstract] | ||
Export installment payments | 200 | |
Irgovel [Member] | ||
Components of Debt [Abstract] | ||
Installment payments in arrears | 3,700 | |
Tax payments in arrears | $ 6,100 |
DISCONTINUED OPERATIONS, Redeem
DISCONTINUED OPERATIONS, Redeemable Noncontrolling Interest, (Details) - Discontinued Operations [Member] - Nutra SA [Member] $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($)RepresentativeInvestor | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)RepresentativeInvestor | Jun. 30, 2016USD ($) | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Redeemable noncontrolling interest in Nutra SA, beginning of period | $ (416) | $ (224) | $ (699) | $ 69 |
Investors' interest in net loss of Nutra SA | (249) | (1,508) | (567) | (1,946) |
Investors' interest in other comprehensive loss of Nutra SA | (2) | 133 | 49 | 278 |
Investors purchase of additional membership interest | 100 | 0 | 650 | 0 |
Redeemable noncontrolling interest in Nutra SA, end of period | $ (567) | $ (1,599) | $ (567) | $ (1,599) |
Investors' average interest in Nutra SA during the period | 35.80% | 32.40% | 35.40% | 32.10% |
Investors' interest in Nutra SA at the end of the period | 35.70% | 32.40% | 35.70% | 32.40% |
Number of representatives on management committee | Representative | 3 | 3 | ||
Number of Investors on Management Committee | Investor | 2 | 2 | ||
Number of representatives on management committee upon default | Representative | 3 | 3 | ||
Number of investors on management committee upon default | Investor | 2 | 2 | ||
EBITDA triggering default status | $ 4,000 | |||
Investors [Member] | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Drag along right, amount of initial public offering | $ 50,000 | 50,000 | ||
Amount paid exchange for termination of rights | $ 100 |
LIQUIDITY, GOING CONCERN AND 32
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Line of Credit Facility [Abstract] | |||||
Proceeds from preference stock and warrants | $ 7,200 | $ 1,747 | $ 2,554 | ||
Repayment of debt | 3,800 | ||||
Repayment of subordinated note | $ 500 | ||||
HN [Member] | Subsequent Event [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Cash proceeds from sale of business, net of expenses | $ 18,283 | ||||
Repayment of senior debentures | 6,600 | ||||
Repayment of subordinated note | $ 5,963 | ||||
Nutra SA [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Minority partner contribution amount | $ 700 | $ 1,700 | |||
Investors [Member] | Nutra SA [Member] | |||||
Noncontrolling Interest [Abstract] | |||||
Investments in variable interest entity | $ 1,100 |
RECENT ACCOUNTING GUIDANCE (Det
RECENT ACCOUNTING GUIDANCE (Details) - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2017 | |
Minimum [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Award vesting period | 3 years |
Maximum [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Award vesting period | 4 years |
LOSS PER SHARE (EPS) (Details)
LOSS PER SHARE (EPS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
NUMERATOR [Abstract] | ||||
Basic and diluted - loss from continuing operations | $ (1,774) | $ (4,476) | $ (4,188) | $ (4,033) |
Dividend on preferred stock--beneficial conversion feature | 0 | 0 | (778) | (551) |
Basic and diluted - adjusted loss from continuing operations | $ (1,774) | $ (4,476) | $ (4,966) | $ (4,584) |
DENOMINATOR [Abstract] | ||||
Basic EPS - weighted average number of common shares outstanding (in shares) | 9,794,405 | 9,231,619 | 9,726,268 | 9,223,651 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 9,794,405 | 9,231,619 | 9,726,268 | 9,223,651 |
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) | 595,252 | 353,186 | 395,262 | 355,286 |
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) | 23,460,192 | 10,842,006 | 20,547,647 | 9,777,065 |
Nonvested Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) | 1,217,650 | 1,265,386 | 1,206,997 | 1,066,236 |
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) | 3,879,603 | 2,000,000 | 3,469,299 | 1,417,582 |
Restricted Stock Unit Awards [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) | 261,111 | 0 | 130,556 | 0 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details) | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | ||||
Revenue [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 100.00% | 93.00% | |||
Revenue [Member] | Customer 1 [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 16.00% | 12.00% | |||
Revenue [Member] | Customer 2 [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 15.00% | 12.00% | |||
Revenue [Member] | Customer 3 [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | [1] | ||||
Revenue [Member] | Customer 4 [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | [1] | ||||
Revenue [Member] | Customer 5 [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | [1] | ||||
Revenue [Member] | Others [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 69.00% | 69.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 100.00% | 100.00% | |||
Accounts Receivable [Member] | Customer 1 [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 25.00% | 18.00% | |||
Accounts Receivable [Member] | Customer 2 [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.00% | [1] | |||
Accounts Receivable [Member] | Customer 3 [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | [1] | ||||
Accounts Receivable [Member] | Customer 4 [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | [1] | ||||
Accounts Receivable [Member] | Customer 5 [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | [1] | 11.00% | |||
Accounts Receivable [Member] | Others [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 63.00% | 71.00% | |||
Purchases [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 100.00% | 100.00% | |||
Purchases [Member] | Supplier 1 [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11.00% | 15.00% | |||
Purchases [Member] | Supplier 2 [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | [1] | ||||
Purchases [Member] | Supplier 3 [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | [1] | ||||
Purchases [Member] | Supplier 4 [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | [1] | ||||
Purchases [Member] | Supplier 5 [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | [1] | ||||
Purchases [Member] | Others [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 89.00% | 85.00% | |||
[1] | Less than 10% |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Total debt | $ 5,916 | $ 9,027 | |
Current portion | 24 | 3,063 | |
Long-term portion | 5,892 | 5,964 | |
Senior Debentures, Net [Member] | HN [Member] | |||
Debt Instrument [Line Items] | |||
Extinguishment of debt | 6,000 | ||
Carrying value of debt | 600 | ||
Aggregate principal amount | 6,600 | ||
Senior Debentures, Net [Member] | Maturity Due February 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 589 | 0 | |
Aggregate principal amount | $ 6,600 | ||
Maturity date of note | Feb. 28, 2019 | ||
Effective interest rate | 160.60% | ||
Subordinated Notes, Net [Member] | HN [Member] | |||
Debt Instrument [Line Items] | |||
Extinguishment of debt | $ 700 | ||
Carrying value of debt | 5,300 | ||
Aggregate principal amount | 6,000 | ||
Subordinated Notes, Net [Member] | Maturity Due May 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 5,285 | $ 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 | ||
Other [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 42 | $ 75 | |
Senior Revolving Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 1,725 | |
Senior Term Loan, Net [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | $ 917 |
EQUITY, SHARE-BASED COMPENSAT37
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Summary of Equity Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | $ 7,900 | $ (632) | ||
Balance at beginning of period (in shares) | 10,790,351 | |||
Issuance of common stock awards under equity incentive plans | $ 613 | |||
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 liability | 7,851 | |||
Conversion of preferred stock into common stock | 0 | |||
Other | 43 | |||
Proceeds from sale of membership interests | 650 | |||
Foreign currency translation | 162 | |||
Net loss | (1,470) | $ (8,116) | (4,071) | $ (8,254) |
Balance at end of period | $ 6,860 | $ (36) | $ 6,860 | $ (36) |
Balance at end of period (in shares) | 11,575,187 | 11,575,187 | ||
Preferred Stock [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | $ 0 | |||
Issuance of common stock awards under equity incentive plans | 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 | 1,545 | |||
Change in classification of warrants to equity from liability | 0 | |||
Conversion of preferred stock into common stock | (64) | |||
Other | 0 | |||
Proceeds from sale of membership interests | 0 | |||
Foreign currency translation | 0 | |||
Net loss | 0 | |||
Balance at end of period | $ 1,481 | $ 1,481 | ||
Preferred Stock [Member] | Series F Preferred Stock [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 0 | |||
Issuance of common stock awards under equity incentive plans (in shares) | 0 | |||
Change in classification of preferred stock to equity from liability (in shares) | 3,000 | |||
Conversion of preferred stock into common stock (in shares) | (315) | |||
Other (in shares) | 0 | |||
Balance at end of period (in shares) | 2,685 | 2,685 | ||
Preferred Stock [Member] | Series G Preferred Stock [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 0 | |||
Issuance of common stock awards under equity incentive plans (in shares) | 0 | |||
Change in classification of preferred stock to equity from liability (in shares) | 2,000 | |||
Conversion of preferred stock into common stock (in shares) | (11) | |||
Other (in shares) | 0 | |||
Balance at end of period (in shares) | 1,989 | 1,989 | ||
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 awards under equity incentive plans | $ 613 | |||
Issuance of common stock awards under equity incentive plans (in shares) | 550,273 | |||
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 preferred stock to equity from liability (in shares) | 0 | |||
Change in classification of warrants to equity from liability | $ 7,851 | |||
Conversion of preferred stock into common stock | $ 203 | |||
Conversion of preferred stock into common stock (in shares) | 220,439 | |||
Other | $ 43 | |||
Other (in shares) | 14,124 | |||
Proceeds from sale of membership interests | $ 0 | |||
Foreign currency translation | 0 | |||
Net loss | 0 | |||
Balance at end of period | $ 274,419 | $ 274,419 | ||
Balance at end of period (in shares) | 11,575,187 | 11,575,187 | ||
Accumulated Deficit [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | $ (259,819) | |||
Issuance of common stock awards under equity incentive plans | 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 liability | 0 | |||
Conversion of preferred stock into common stock | (139) | |||
Other | 0 | |||
Proceeds from sale of membership interests | 0 | |||
Foreign currency translation | 0 | |||
Net loss | (3,504) | |||
Balance at end of period | $ (264,240) | (264,240) | ||
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 awards under equity incentive plans | 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 liability | 0 | |||
Conversion of preferred stock into common stock | 0 | |||
Other | 0 | |||
Proceeds from sale of membership interests | 650 | |||
Foreign currency translation | 49 | |||
Net loss | (567) | |||
Balance at end of period | (567) | (567) | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | (4,346) | |||
Issuance of common stock awards under equity incentive plans | 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 liability | 0 | |||
Conversion of preferred stock into common stock | 0 | |||
Other | 0 | |||
Proceeds from sale of membership interests | 0 | |||
Foreign currency translation | 113 | |||
Net loss | 0 | |||
Balance at end of period | $ (4,233) | $ (4,233) |
EQUITY, SHARE-BASED COMPENSAT38
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Warrant Activity (Details) - USD ($) | Feb. 14, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Feb. 28, 2017 | Jan. 31, 2017 |
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||||||
Outstanding at beginning of period (in dollars per share) | $ 2.17 | $ 1.30 | $ 1.30 | |||||||
Outstanding at end of period (in dollars per share) | $ 2.17 | $ 2.17 | $ 1.30 | $ 1.30 | ||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Outstanding, weighted average remaining contractual life | 3 years 6 months 11 days | 6 months | ||||||||
Increase in authorized number of shares of common stock (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 25,000,000 | ||||
Fair value of common stock issued | $ 0 | |||||||||
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] | ||||||||||
Shares issued (in shares) | 96,372 | |||||||||
Transitional monthly compensation awarded | $ 8,333 | $ 10,000 | ||||||||
Transitional monthly compensation awarded in lieu of cash (in shares) | 9,027 | 7,035 | ||||||||
Director [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Shares issued (in shares) | 345,205 | |||||||||
Grant date fair value (in dollars per share) | $ 0.90 | |||||||||
Equity Warrants [Member] | ||||||||||
Shares Under Warrants [Roll Forward] | ||||||||||
Outstanding at beginning of period (in shares) | 20,832,273 | 6,364,110 | 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 | 20,832,273 | 6,364,110 | 6,364,110 | ||||||
Exercisable at end of period (in shares) | 19,957,273 | 19,957,273 | ||||||||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||||||
Outstanding at beginning of period (in dollars per share) | $ 2.32 | $ 5.77 | $ 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 | 2.32 | $ 5.77 | $ 5.77 | ||||||
Exercisable at end of period (in dollars per share) | $ 2.38 | $ 2.38 | ||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Outstanding, weighted average remaining contractual life | 3 years 10 months 24 days | 2 years 4 months 24 days | ||||||||
Impact of repricing debenture purchaser warrants, Prior to repricing | 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 18 days | |||||||||
Exercisable, weighted average remaining contractual life | 3 years 10 months 24 days | |||||||||
Liability Warrants [Member] | ||||||||||
Shares Under Warrants [Roll Forward] | ||||||||||
Outstanding at beginning of period (in shares) | 2,627,919 | 4,474,868 | 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 | 2,627,919 | 4,474,868 | 4,474,868 | ||||||
Exercisable at end of period (in shares) | 2,627,919 | 2,627,919 | ||||||||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||||||
Outstanding at beginning of period (in dollars per share) | $ 1.03 | $ 1.82 | $ 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 | 1.03 | $ 1.82 | $ 1.82 | ||||||
Exercisable at end of period (in dollars per share) | $ 1.03 | $ 1.03 | ||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Outstanding, weighted average remaining contractual life | 8 months 12 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 18 days | |||||||||
Exercisable, weighted average remaining contractual life | 8 months 12 days | |||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Carrying value of preferred stock | $ 493,000 | $ 493,000 | $ 0 | $ 0 | ||||||
Series F Convertible Preferred Stock [Member] | Forecast [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Preferred shares converted into common stock (in shares) | 2,186 | |||||||||
Number of preferred stock for conversion (in shares) | 2,186 | |||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Carrying value of preferred stock | $ 988,000 | $ 988,000 | $ 0 | $ 0 | ||||||
Series G Convertible Preferred Stock [Member] | Forecast [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Preferred shares converted into common stock (in shares) | 397 | |||||||||
Number of preferred stock for conversion (in shares) | 397 | |||||||||
Common Stock [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Preferred shares converted into common stock (in shares) | 220,439 | |||||||||
Number of preferred stock for conversion (in shares) | 220,439 | |||||||||
Fair value of common stock issued | $ 203,000 | |||||||||
Common Stock [Member] | Forecast [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Preferred shares converted into common stock (in shares) | 1,834,124 | |||||||||
Number of preferred stock for conversion (in shares) | 1,834,124 | |||||||||
Fair value of common stock issued | $ 1,900,000 | |||||||||
Preferred Stock [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Fair value of common stock issued | $ (64,000) | |||||||||
Preferred Stock [Member] | Forecast [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Carrying value of preferred stock | $ 600,000 | $ 600,000 | ||||||||
Preferred Stock [Member] | Series F Convertible Preferred Stock [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Preferred shares converted into common stock (in shares) | (315) | |||||||||
Number of preferred stock for conversion (in shares) | (315) | |||||||||
Preferred Stock [Member] | Series G Convertible Preferred Stock [Member] | ||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | ||||||||||
Preferred shares converted into common stock (in shares) | (11) | |||||||||
Number of preferred stock for conversion (in shares) | (11) |
EQUITY, SHARE-BASED COMPENSAT39
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Details) | Feb. 28, 2017USD ($)$ / sharesshares | Jun. 30, 2017shares | Feb. 28, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)Installment$ / sharesshares | Mar. 31, 2017$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)shares | Jun. 30, 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 | 23,460,192 | 10,838,978 | |||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ (1,680,000) | $ 0 | |||||
Proceeds from issuance of debt and warrants, net of issuance costs | 5,518,000 | 300,000 | |||||||
Repayment of subordinated note | $ 500,000 | ||||||||
Repayment of debt | $ 7,159,000 | $ 15,703,000 | |||||||
2014 Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Increase in common shares authorized (in shares) | shares | 1,700,000 | ||||||||
Number of shares authorized (in shares) | shares | 3,300,000 | 3,300,000 | 3,300,000 | ||||||
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 | 2,327,919 | 1,489,868 | ||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | $ 0.96 | $ 1.50 | ||||||
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 | 1,423,488 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | $ 0.96 | |||||||
Series F Preferred Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Preferred stock issued (in shares) | shares | 2,685 | 2,685 | 2,685 | ||||||
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 | 1,989 | 2,000 | 1,989 | 1,989 | ||||
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 | 3,484,675 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | $ 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% | 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 | $ 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 | ||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 0.56 | ||||||||
Executive Officer and Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | shares | 355,500 | ||||||||
Granted exercise price (in dollars per share) | $ / shares | $ 0.85 | ||||||||
Number of equal annual installments | Installment | 4 | ||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 0.62 | ||||||||
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 | 6,875,000 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | $ 0.96 | |||||||
Aggregate subscription amount | $ 6,000,000 | $ 6,000,000 | |||||||
Aggregate principal amount | $ 6,600,000 | $ 6,600,000 | |||||||
Amendment of existing warrants (in shares) | shares | 875,000 | ||||||||
Exercise price per warrant one (in dollars per share) | $ / shares | $ 5.49 | $ 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 | 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 in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2017Warrant$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017Warrant$ / sharesshares | Dec. 31, 2016$ / sharesshares | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Shares under warrants, outstanding (in shares) | shares | 23,460,192 | 23,460,192 | 10,838,978 | ||
Weighted average exercise price (in dollars per share) | $ 2.17 | $ 2.17 | $ 1.30 | ||
Weighted average remaining contractual life | 3 years 6 months 11 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) | shares | 1,175,000 | ||||
Number of trading days | 65 days | ||||
Grant date fair value | $ | $ 188 | ||||
Expensed ratably term | 3 years 6 months | ||||
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 | 3 years 10 months 24 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 | ||||
Shares under warrants, outstanding (in shares) | shares | 12,947,832 | 12,947,832 | 0 | ||
Weighted average exercise price (in dollars per share) | $ 0.96 | $ 0.96 | $ 0 | ||
Weighted average remaining contractual life | 4 years 7 months 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 | ||||
Shares under warrants, outstanding (in shares) | shares | 2,660,000 | 2,660,000 | 0 | ||
Weighted average exercise price (in dollars per share) | $ 2 | $ 2 | $ 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 | ||||
Shares under warrants, outstanding (in shares) | shares | 3,156,670 | 3,156,670 | 4,296,339 | ||
Weighted average exercise price (in dollars per share) | $ 5.33 | $ 5.33 | $ 5.36 | ||
Weighted average remaining contractual life | 2 years 2 months 12 days | 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 | ||||
Shares under warrants, outstanding (in shares) | shares | 2,067,771 | 2,067,771 | 2,067,771 | ||
Weighted average exercise price (in dollars per share) | $ 6.61 | $ 6.61 | $ 6.61 | ||
Weighted average remaining contractual life | 1 year 6 months | 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 | 8 months 12 days | 3 years 3 months 18 days | |||
Number of warrants | Warrant | 2 | ||||
Liability Warrants [Member] | Subsequent Event [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Shares under warrants, outstanding (in shares) | shares | 781,522 | ||||
Weighted average exercise price (in dollars per share) | $ 0.96 | ||||
Common stock issued (in shares) | shares | 103,008 | ||||
Conversion price (in dollars per share) | $ 0.98 | ||||
Number of warrants exercised | Warrant | 1 | ||||
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 | |||
Shares under warrants, outstanding (in shares) | shares | [1] | 2,327,919 | 2,327,919 | 0 | |
Weighted average exercise price (in dollars per share) | [1] | $ 0.96 | $ 0.96 | $ 0 | |
Weighted average remaining contractual life | [1] | 4 months 24 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 | |||
Shares under warrants, outstanding (in shares) | shares | [2] | 300,000 | 300,000 | 0 | |
Weighted average exercise price (in dollars per share) | [2] | $ 1.60 | $ 1.60 | $ 0 | |
Weighted average remaining contractual life | [2] | 2 years 10 months 24 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 | |||
Shares under warrants, outstanding (in shares) | shares | [1],[2] | 0 | 0 | 1,789,868 | |
Weighted average exercise price (in dollars per share) | [1],[2] | $ 0 | $ 0 | $ 1.52 | |
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 | |||
Shares under warrants, outstanding (in shares) | shares | [3] | 0 | 0 | 2,660,000 | |
Weighted average exercise price (in dollars per share) | [3] | $ 0 | $ 0 | $ 2 | |
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 | |||
Shares under warrants, outstanding (in shares) | shares | [3] | 0 | 0 | 25,000 | |
Weighted average exercise price (in dollars per share) | [3] | $ 0 | $ 0 | $ 5.25 | |
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. In July 2017, the holder exercised one of the warrants, for the purchase 781,252 shares, into common stock. | ||||
[2] | Includes a warrant to 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 with respect to the exercise price of the warrant 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 4,600 | |
Carrying value of debt | 5,916 | $ 9,027 |
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 | $ 472 | $ 1,527 |
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 1.10% | |
Expected volatility | 64.00% | |
Derivative Warrant Liabilities [Member] | Recurring [Member] | Minimum [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 0.60% | |
Expected volatility | 65.00% | |
Derivative Warrant Liabilities [Member] | Recurring [Member] | Maximum [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 1.90% | |
Expected volatility | 75.00% | |
Derivative Warrant Liabilities [Member] | Recurring [Member] | Weighted Average [Member] | ||
Additional assumptions used to calculate fair value [Abstract] | ||
Risk-free interest rate | 1.10% | 1.60% |
Expected volatility | 73.00% | 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 | $ 472 | $ 1,527 |
FAIR VALUE MEASUREMENTS, Unobse
FAIR VALUE MEASUREMENTS, Unobservable Input Reconciliation (Details) - Recurring [Member] - Derivative Warrant Liabilities [Member] - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 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] | 1,121 | (852) |
Issuance of New Instruments | (7,917) | (2,473) | |
Reclassify to (Deficit) Equity | 7,851 | 0 | |
Fair Value, at End of Period | $ (472) | $ (4,003) | |
[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) - 6 months ended Jun. 30, 2017 - Irgovel [Member] BRL in Millions, $ in Millions | BRL | USD ($) |
Loss Contingencies [Line Items] | ||
Damages sought by plaintiff | $ 1.1 | |
Contingent liability | $ 0.3 | |
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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transaction [Line Items] | ||||
Interest paid | $ 922 | $ 942 | ||
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 | $ 100 | $ 200 | $ 200 |
FAILURE TO COMPLY WITH NASDAQ45
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 01, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 10, 2017 | Dec. 31, 2016 | Aug. 18, 2016 | Jun. 30, 2016 |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS [Line Items] | |||||||
Nasdaq minimum stockholders' equity listing requirement | $ 2,500 | ||||||
Stockholders' equity (deficit) | $ 6,860 | $ 7,900 | $ (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 | ||||||
Subsequent Event [Member] | |||||||
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS [Line Items] | |||||||
Nasdaq minimum bid price requirement (in dollars per share) | $ 1 | ||||||
Number of consecutive business days under minimum bid requirement | 10 days |