RiceBran Technologies (RIBT) 10-Q 8 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Apr. 30, 2018
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		20,789,139
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Condensed Consolidated Statements of Operations (Unaudited) [Abstract]
Revenues, net	$ 3,552	$ 3,615
Cost of goods sold	2,598	2,428
Gross profit	954	1,187
Selling, general and administrative expenses	2,853	2,266
Loss from continuing operations before other income (expense)	(1,899)	(1,079)
Other (expense) income:
Interest expense	(1)	(1,055)
Change in fair value of derivative warrant liabilities	0	1,099
Loss on extinguishment of debt	0	(1,680)
Other income	0	5
Other expense	(13)	(100)
Total other (expense)	(14)	(1,731)
Loss from continuing operations before income taxes	(1,913)	(2,810)
Income tax benefit	0	397
Loss from continuing operations	(1,913)	(2,413)
Loss from discontinued operations, net of tax	0	(188)
Net loss	(1,913)	(2,601)
Less - Net loss attributable to noncontrolling interest in discontinued operations	0	(319)
Net loss attributable to RiceBran Technologies shareholders	(1,913)	(2,282)
Less - Dividends on preferred stock, beneficial conversion feature	0	778
Net loss attributable to RiceBran Technologies common shareholders	$ (1,913)	$ (3,060)
Basic earnings (loss) per common share:
Continuing operations (in dollars per share)	$ (0.11)	$ (0.33)
Discontinued operations (in dollars per share)	0	0.01
Basic loss per common share - RiceBran Technologies (in dollars per share)	(0.11)	(0.32)
Diluted earnings (loss) per common share:
Continuing operations (in dollars per share)	(0.11)	(0.33)
Discontinued operations (in dollars per share)	0	0.01
Diluted loss per common share - RiceBran Technologies (in dollars per share)	$ (0.11)	$ (0.32)
Weighted average number of shares outstanding:
Basic (in shares)	17,083,442	9,657,543
Diluted (in shares)	17,083,442	9,657,543

Condensed Consolidated Stateme3

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) [Abstract]
Net (loss)	$ (1,913)	$ (2,601)
Other comprehensive income - foreign currency translation, net of tax	0	145
Comprehensive (loss), net of tax	(1,913)	(2,456)
Less - Comprehensive income attributable to noncontrolling interest, net of tax	0	268
Total comprehensive (loss) attributable to RiceBran Technologies shareholders	$ (1,913)	$ (2,188)

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 5,130	$ 6,203
Restricted cash	775	775
Accounts receivable	1,552	1,273
Inventories - Finished goods	677	564
Inventories - Packaging	88	114
Deposits and other current assets	439	519
Total current assets	8,661	9,448
Property and equipment, net	7,985	7,850
Other long-term assets, net	48	63
Total assets	16,694	17,361
Current liabilities:
Accounts payable	497	765
Accrued salary, wages and benefits	441	773
Accrued expenses	510	741
Unearned revenue	78	75
Escrow liability	258	258
Current maturities of long-term debt	4	4
Total current liabilities	1,788	2,616
Long-term debt, less current portion	11	12
Total liabilities	1,799	2,628
Commitments and contingencies
Equity attributable to RiceBran Technologies shareholders:
Common stock, no par value, 50,000,000 shares authorized, 19,953,107 and 18,046,731 shares issued and outstanding	281,623	279,548
Accumulated deficit	(267,041)	(265,128)
Total shareholders' equity attributable to RiceBran Technologies shareholders	14,895	14,733
Total liabilities and shareholders' equity	16,694	17,361
Series G Convertible Preferred Stock [Member]
Equity attributable to RiceBran Technologies shareholders:
Preferred stock	$ 313	$ 313

Condensed Consolidated Balance5

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Equity attributable to RiceBran Technologies shareholders:
Preferred stock, shares authorized (in shares)	20,000,000	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)	19,953,107	18,046,731
Common stock, shares outstanding (in shares)	19,953,107	18,046,731
Series G Convertible Preferred Stock [Member]
Equity attributable to RiceBran Technologies shareholders:
Preferred stock, shares authorized (in shares)	3,000	3,000
Convertible preferred stock, shares issued (in shares)	630	630
Convertible preferred stock, shares outstanding (in shares)	630	630

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flow from operating activities:
Net loss	$ (1,913)	$ (2,601)
Loss from discontinued operations	0	(188)
Loss from continuing operations	(1,913)	(2,413)
Adjustments to reconcile net loss from continuing operation to net cash used in operating activities of continuing operations:
Depreciation and amortization	199	233
Stock and share-based compensation	260	293
Warrants issued to vendors	60	0
Loss on disposal of property	88	0
Change in fair value of derivative warrant and conversion liabilities	0	(1,099)
Loss on extinguishment of debt	0	1,680
Interest accreted	0	559
Deferred taxes	0	(397)
Other	4	0
Changes in operating assets and liabilities:
Accounts receivable	(279)	(205)
Inventories	(118)	(62)
Accounts payable and accrued expenses	(463)	(849)
Other	80	419
Net cash used in operating activities of continuing operations	(2,082)	(1,841)
Net cash used in operating activities of discontinued operations	0	(23)
Net cash used in operating activities	(2,082)	(1,864)
Cash flows from investing activities:
Purchases of property and equipment	(745)	(44)
Net cash used in investing activities of continuing operations	(745)	(44)
Net cash used in investing activities of discontinued operations	0	(88)
Net cash used in investing activities	(745)	(132)
Cash flows from financing activities:
Proceeds from warrant exercises	1,755	0
Payments of debt	(1)	(7,145)
Proceeds from issuance of debt, net of issuance costs	0	3,779
Proceeds from issuance of debt and warrants, net of issuance costs	0	5,518
Proceeds from issuance of preferred stock and warrants, net of issuance costs	0	1,747
Net cash provided by financing activities of continuing operations	1,754	3,899
Net cash provided by financing activities of discontinued operations	0	895
Net cash provided by financing activities	1,754	4,794
Effect of exchange rate changes on cash and cash equivalents of discontinued operations	0	141
Net change in cash and cash equivalents and restricted cash	(1,073)	2,939
Cash and cash equivalents and restricted cash, beginning of period
Cash and cash equivalents	6,203	342
Restricted cash	775	0
Cash and cash equivalents and restricted cash, beginning of period	6,978	342
Cash and cash equivalents and restricted cash, end of period
Cash and cash equivalents	5,130	3,281
Restricted cash	775	0
Cash and cash equivalents and restricted cash, end of period	5,905	3,281
Supplemental disclosures, continuing operations:
Cash paid for interest, continuing operations	$ 1	$ 623

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2018
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, they do not include all of the information and notes required by GAAP for complete financial statements. 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, 2017, which included all disclosures required by generally accepted accounting principles. 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 based on the realization of assets and the satisfaction of liabilities in the normal course of business.

BUSINESS

BUSINESS	3 Months Ended
	Mar. 31, 2018
BUSINESS [Abstract]
BUSINESS	NOTE 2. BUSINESS We are an ingredient company serving food, animal nutrition and specialty markets focused on value-added processing and marketing of healthy, natural and nutrient dense products derived from raw rice bran, an underutilized by-product of the rice milling industry. We apply our proprietary and patented technologies and intellectual properties to convert raw rice bran into numerous high value products including stabilized rice bran (SRB), RiBalance, a complete rice bran nutritional package derived from further processing of SRB; RiSolubles, a highly nutritious, carbohydrate and lipid rich fraction of RiBalance; RiFiber, a fiber rich insoluble derivative of RiBalance, and ProRyza, rice bran protein-based products, and a variety of other valuable derivatives extracted from these core products. Our target markets are natural food, food and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally. We manufacture and distribute SRB, for food and animal nutrition customers, in various granulations along with Stage II products and derivatives. Stage II refers to the proprietary, patented processes run at our Dillon, Montana facility and includes products produced at that facility. Over the past decade, we have developed and optimized our proprietary processes to support the production of healthy, natural, hypoallergenic, gluten free, and non-genetically modified ingredients and supplements for use in meats, baked goods, cereals, coatings, health foods and high-end animal nutrition. We produce SRB inside three locations: two leased raw rice bran stabilization facilities located within supplier-owned rice mills in Arbuckle and West Sacramento, California; and one company-owned rice bran stabilization facility in Mermentau, Louisiana. At our Dillon, Montana facility, we produce our process patented Stage II products. We operate proprietary processing equipment and process-patented technology for the stabilization and further processing of rice bran into finished products.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Guidance In February 2016, the FASB issued guidance which changes the accounting for leases, ASU 2016-02, Leases. Recently Adopted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue from contracts with customers to clarify the principles for recognizing revenue, ASU 2014-09, Revenue: Revenue from Contracts with Customers . On January 1, 2018, we adopted the guidance using the modified retrospective method. Upon completing our implementation assessment of the guidance, we concluded that no adjustment was required to the opening balance of retained earnings at the date of initial application. As of and for the three months ended March 31, 2018, there were no differences between amounts recorded under this current guidance and what would have been recorded under the accounting standards in effect prior to January 1, 2018. We applied the guidance to all contracts as of January 1 2018. The comparative information has also not been restated and continues to be reported under the accounting standards in effect for those periods. Additional disclosures required by the guidance are presented within the Revenue Recognition policy disclosure below. Revenue Recognition – We account for a contract with a customer when the written contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Substantially all of our revenue is derived by fulfilling customer orders for the purchase of our products under We account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. We recognize revenue at the point in time that control of the ordered product(s) is transferred to the customer, which is upon delivery to the customer, or its designee at our location, a customer location or other customer-designated delivery point. For substantially all of our contracts, control of the ordered product(s) transfers at our location. Amounts invoiced to customers for shipping and handling are reported as revenues and the related costs incurred to deliver product to the customer are reported as cost of goods sold. Amounts billed and due from our customers are classified as accounts receivables on our balance sheets and require payment on a short-term basis. . Revenues recognized in the three months ended March 31, 2018, include less than $0.1 million of included in unearned revenue as of January 1, 2018. Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling product orders. Incidental items that are immaterial in the context of the contract are recognized as expense. Our contracts do not include a significant financing component. The amount of consideration we expect to receive and revenue we recognize includes estimates of variable consideration, including costs for rebates and discounts. If the consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or most likely amount method. We expect no costs from rebates, discounts, or other forms of variable consideration, related to revenues recognized in the three months ended March 31, 2018, and have no contract liabilities recorded for those items as of January 1, 2018 or March 31, 2018. Changes in judgments and estimates regarding probability of collection and variable consideration might result in a change in the timing or amount of revenue recognized. Incremental costs of obtaining a revenue contract are capitalized and amortized on a straight-line basis over the expected customer relationship period if we expect to recover those costs. As a practical expedient, we expense costs to obtain a contract as incurred if the amortization period would have been a year or less. Typically , costs to incur revenue contracts are not significant Reclassifications –

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	3 Months Ended
	Mar. 31, 2018
DISCONTINUED OPERATIONS [Abstract]
DISCONTINUED OPERATIONS	NOTE 4. DISCONTINUED OPERATIONS In the second quarter of 2017, we determined that our plans to dispose of our wholly owned subsidiary Healthy Natural (HN) and to divest of our investment in Nutra SA, LLC (Nutra SA) met the criteria for presentation as discontinued operations. Accordingly, the HN and Nutra SA operating results are presented as discontinued operations and are excluded from continuing operations for all periods presented. The following table summarizes the major line items included in the income from discontinued operations, cash flows from discontinued operations, and other data related to the discontinued operations (in thousands). Three Months Ended March 31, 2017 HN Nutra SA Total Revenues $ 4,417 $ 3,403 $ 7,820 Cost of goods sold (3,022 ) (3,475 ) (6,497 ) Selling, general and administrative expenses (226 ) (534 ) (760 ) Other expenses (2 ) (352 ) (354 ) Income (loss) from operations, before income taxes 1,167 (958 ) 209 Income tax expense (397 ) - (397 ) Income (loss) from operations, net of tax 770 (958 ) (188 ) Net cash provided by (used in) operating activities $ 938 $ (961 ) $ (23 ) Net cash used in investing activities (9 ) (79 ) (88 ) Net cash provided by (used in) financing activities (4 ) 899 895 Effect of exchange rate changes on cash and cash equivalents - 141 141 Net cash provided to continuing operations $ 925 $ - $ 925 Depreciation included in cost of goods sold $ 44 $ 264 $ 308 Depreciation included in selling, general and administrative expenses 25 16 41 Capital expenditures 9 79 88 Healthy Natural (HN) Discontinued Operations In July 2017, we completed the sale of the assets of HN for $18.3 million in cash. The selling price is subject to adjustment if the estimated closing working capital with respect to the assets sold and the liabilities assumed is different than the actual closing working capital for those assets and liabilities. The sale agreement contains customary indemnification provisions and provisions that restrict us from engaging in a business conducted by HN for five years from the date of closing. A $0.2 million working capital adjustment escrow and a $0.6 million indemnity claim escrow were funded from the proceeds and are classified as restricted cash. On a preliminary basis, we estimated a working capital adjustment of $0.3 million as of December 31, 2017 and March 31, 2018. The working capital adjustment will result in an adjustment to the initial net proceeds of $16.7 million and the gain on the sale of $8.2 million, net of a $4.7 million income tax provision which we recognized in 2017. The definition of working capital under the agreement is subject to interpretation and we have not yet finalized the adjustment with the purchaser of HN. The final adjustment may differ from the estimate. Nutra SA Discontinued Operations On November 28, 2017, Nutra SA redeemed our entire membership interest in Nutra SA. We no longer hold any interest in Nutra SA. We held a variable interest in our equity interest in Nutra SA. We were the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations were included in the consolidated financial statements through November 28, 2017, the date of disposal of Nutra SA. The minority investors in Nutra SA held an average interest in Nutra SA was 36% in 2017, through the date of disposal. Cash provided by Nutra SA operations was generally unavailable for distribution to our continuing operations under to the terms of the LLC Agreement. Nutra SA’s debt was secured by Irgovel’s accounts receivable and property. The non-Brazilian entities within the consolidated ownership group did not guarantee any of Nutra SA’s debt. No interest related to debt held by non-Brazilian entities was allocated to Nutra SA in any period presented.

CONCENTRATION OF RISK

CONCENTRATION OF RISK	3 Months Ended
	Mar. 31, 2018
CONCENTRATION OF RISK [Abstract]
CONCENTRATION OF RISK	NOTE 5. CONCENTRATION OF RISK Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of trade accounts receivable. We perform ongoing credit evaluations on the financial condition of our customers and generally do not require collateral. Our allowance for doubtful accounts balance was zero at March 31, 2018, and at December 31, 2017. Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of consolidated totals) are stated below as a percent of consolidated totals. Customer A B % of Revenue, Three Months Ended March 31, 2018 20 % 11 % % of Revenue, Three Months Ended March 31, 2017 17 % 14 % % of Accounts Receivable, as of March 31, 2018 30 % 0 % % of Accounts Receivable, as of December 31, 2017 25 % 0 % The following table presents revenues by geographic area shipped to in the three months ended March 31, 2018 and 2017 (in thousands). Three Months Ended March 31 2018 2017 United States $ 3,167 $ 3,279 Other countries 385 336 Revenues $ 3,552 $ 3,615 T Three Months Ended March 31 2018 2017 Food $ 1,868 $ 1,990 Animal nutrition 1,684 1,625 Revenues $ 3,552 $ 3,615 Purchases from certain significant suppliers are stated below as a percent of total purchases for the three months ended March 31, 2018 % of Total Purchases Supplier 2018 2017 Supplier 1 13 % * Supplier 2 13 % 10 % Others 74 % 90 % Total 100 % 100 % * Less than 10% We purchase rice bran from four suppliers. Purchases from these suppliers represent 53% and 38% and March 31, 2017, respectively

INCOME (LOSS) PER SHARE (EPS)

INCOME (LOSS) PER SHARE (EPS)	3 Months Ended
	Mar. 31, 2018
INCOME (LOSS) PER SHARE (EPS) [Abstract]
INCOME (LOSS) PER SHARE (EPS)	NOTE 6. INCOME (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 common shareholders by the weighted average number of common shares outstanding during the period increased by the number of additional common 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 EPS computations. Three Months Ended March 31 2018 2017 NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (1,913 ) $ (2,413 ) Dividend on preferred stock--beneficial conversion feature - (778 ) Basic and diluted - adjusted loss from continuing operations $ (1,913 ) $ (3,191 ) DENOMINATOR (in thousands): Basic EPS - weighted average number of common shares outstanding 17,083,442 9,657,543 Effect of dilutive securities outstanding - - Diluted EPS - weighted average number of shares outstanding 17,083,442 9,657,543 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 846,558 195,273 Warrants 21,959,539 17,635,102 Convertible preferred stock 597,865 3,054,435 Restricted stock units 650,167 - Weighted average number of nonvested share of common stock not included in diluted EPS because effect would be antidilutive 1,275,452 1,196,057 The impacts of potentially dilutive securities outstanding at March 31, 2018 and 2017, were not included in the calculation of diluted EPS for the three months ended March 31, 2018 and 2017 because to do so would be anti-dilutive. Those securities listed in the table above which were anti-dilutive for March 31, 2018 and 2017, which remain outstanding, could potentially dilute EPS in the future.

EQUITY, SHARE-BASED COMPENSATIO

EQUITY, SHARE-BASED COMPENSATION AND WARRANTS	3 Months Ended
	Mar. 31, 2018
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract]
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS	NOTE 7. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS A summary of equity activity for the three months ended March 31, 2018, follows (in thousands, except share amounts). Shares Preferred Common Preferred Common Accumulated Equity Balance, December 31, 2017 630 18,046,731 $ 313 $ 279,548 $ (265,128 ) $ 14,733 Common stock awards under equity incentive plans - 78,377 - 245 - 245 Exercise of warrants - 1,827,999 - 1,755 - 1,755 Other - - - 75 - 75 Net loss - - - - (1,913 ) (1,913 ) Balance, March 31, 2018 630 19,953,107 $ 313 $ 281,623 $ (267,041 ) $ 14,895 Transactions with Preferred Stock Holders. In February 2017, we issued and sold 2,000 shares of Series G preferred stock and 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 by $2.3 million, representing the fair value of the newly issued warrants, and (iv) increased common stock equity by $0.1 million for the change in the fair value of the existing warrants. Transactions with Holders of Warrants with Full Ratchet Anti-Dilution Clauses As a result of the February 2017 financing transactions described above, the exercise price of certain warrants that contained 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. The warrants were subsequently exercised in the third and fourth quarters of 2017. Other Equity Issuances In February 2016, we issued 950,000 shares of common stock to a supplier. The shares are being held in escrow until earned (as defined in our agreement) by the supplier at a fixed price of $2.80 per share. Cumulatively, as of December 31, 2017, 59,292 shares had been released from escrow and an additional 9,824 shares were released from escrow in the three months ended March 31, 2018. We may recall any shares remaining in escrow as of February 8, 2026. Any recalled shares will be cancelled. In February 2017, we issued a former employee 108,696 shares of our common stock, in lieu of paying $0.1 million cash for a 2016 bonus. In the three months ended March 31, 2018, we issued 50,469 shares of common stock to employees with an average fair value at issuance of $1.38 per share and 27,908 shares of common stock to a consultant, with an average fair value at issuance of $1.42 per share. Options In January 2018, we issued options to employees for the purchase of up to 278,873 shares of common stock at an exercise price of $1.42 and a grant date fair value of $0.97 per share. The options vest and become exercisable in four equal annual installments beginning in January 2019. Warrants In the three months ended March 31, 2018, we issued warrants for the purchase of up to 315,000 shares of common stock, at a weighted average exercise price of $4.73 per share and a weighted average term of 2.4 years. We recognized $0.1 million of expense for these issuances. During the same period, warrant holders exercised, at $0.96 per share, warrants for the purchase of 1,827,999 shares of common stock (remaining term at December 31, 2017, of 4.3 years). In the period from April 1, 2018 to April 30, 2018, warrant holders exercised, at $0.96 per share, warrants for the purchase of 836,032 shares of common stock (remaining term at December 31, 2017, of 4.1 years). Restricted Stock Units 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 $0.2 million which was being expensed ratably over a 3.5-year period beginning in July 2017. In January 2018, 60% of the RSUs issued in June 2017 were cancelled. The portion cancelled related to the $15.00 per share target vesting price. As modified, the shares have a remaining value of $0.1 million which is being expensed ratably over a 3.0-year period beginning in January 2018.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2018
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. 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 changes in Level 3 items measured at fair value on a recurring basis (in thousands). Total Level 3 Fair Value Fair Value as of Beginning of Period Total Unrealized Issuance of New Instruments Reclassify to (Deficit) Equity Fair Value, at End of Period (1) Three Months Ended March 31, 2017, derivative warrant liabilities $ (1,527 ) $ 1,099 $ (7,917 ) $ 7,851 $ (494 ) (1) Included in change in fair value of derivative warrant liabilities in our unaudited condensed consolidated statements of operations.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2018
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9. COMMITMENTS AND CONTINGENCIES Employment Contracts and Severance Payments In the normal course of business, we periodically enter into employment agreements which incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be reasonably estimated, we maintain insurance coverage, which we believe will effectively mitigate our obligations under these indemnification provisions. No amounts have been recorded in our financial statements with respect to any obligations under such agreements. We have employment contracts with certain officers and key management that include provisions for potential severance payments in the event of without-cause terminations or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested equity grants would accelerate following a change in control. In November 2016, we entered into an agreement settling matters with our former chief executive officer related to his separation of employment and termination from our board of directors in November 2016. Pursuant to this agreement we paid the former executive severance of $0.3 million in 2016 and $0.4 million in 2017. We expensed the total $0.7 million associated with the agreement in 2016. Leases We lease certain properties under various operating lease arrangements that expire over the next 16 years. These leases generally provide us with the option to renew the lease at the end of the lease term. In March 2018, we entered into a triple net lease for approximately 5,380 square feet of office space in The Woodlands, Texas. We expect to move into the space in the second quarter of 2018. The initial term of the lease is sixty-five months and rent is abated for the first five months. Minimum monthly base rents total $0.1 million per year during the initial term of the lease. We expect to recognize rent expense of $0.1 million per year for base rent, plus additional amounts for operating expenses, real estate taxes and other items. We may extend the term of the lease for an additional five-year period at a fair market base rent, as defined in the agreement. Litigation Costs From time to time we are involved in litigation incidental to the conduct of our business. 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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2018
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 10. RELATED PARTY TRANSACTIONS Entities beneficially owned by Baruch Halpern, a director, invested in our subordinated notes and related warrants prior to 2016. Throughout the first six months of 2017, Mr. Halpern beneficially held approximately 43% of our outstanding subordinated debt which was repaid in full in July 2017 from the proceeds of the sale of HN. The warrants remain outstanding. 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. In three months ended March 31, 2017, we paid and expensed $0.1 million of interest on the subordinated notes.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2018
INCOME TAXES [Abstract]
INCOME TAXES	NOTE 11. INCOME TAXES The Company’s tax expense for the three months ended March 31, 2018 differs from the tax expense computed by applying the U.S. statutory tax rate to its year-to-date pre-tax loss of $1.9 million as no tax benefits were recorded for tax losses generated in the U.S.. At March 31, 2018, we had deferred tax assets primarily related to U.S. federal and state tax loss carryforwards. We provided a full valuation allowance against its deferred tax assets as future realization of such assets is not more likely than not to occur. Based on our analysis of tax positions taken on income tax returns filed, we have determined no material liabilities related to uncertain income tax positions were required. Although we believe the amounts reflected in our tax returns substantially comply with applicable U.S. federal, state and foreign tax regulations, the respective taxing authorities may take contrary positions based on their interpretation of the law. A tax position successfully challenged by a taxing authority could result in an adjustment to our provision or benefit for income taxes in the period in which a final determination is made. Tax Cuts and Jobs Act of 2017 On December 22, 2017, the United States enacted significant changes to U.S. tax law following the passage and signing of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the Tax Act or TCJA). On December 22, 2017, the SEC issued guidance to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. As of March 31, 2018, we have substantially Our were remeasured for change in the from our tax we file our further recorded should additional information come to our attention The Tax Act also contains several base broadening provisions that became effective on January 1, 2018, that we do not expect to have a material impact on our financial statements.

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2018
BASIS OF PRESENTATION [Abstract]
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, they do not include all of the information and notes required by GAAP for complete financial statements. 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, 2017, which included all disclosures required by generally accepted accounting principles. 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 based on the realization of assets and the satisfaction of liabilities in the normal course of business.

SUMMARY OF SIGNIFICANT ACCOUN19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Recent Accounting Guidance	Recent Accounting Guidance In February 2016, the FASB issued guidance which changes the accounting for leases, ASU 2016-02, Leases. Recently Adopted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue from contracts with customers to clarify the principles for recognizing revenue, ASU 2014-09, Revenue: Revenue from Contracts with Customers . On January 1, 2018, we adopted the guidance using the modified retrospective method. Upon completing our implementation assessment of the guidance, we concluded that no adjustment was required to the opening balance of retained earnings at the date of initial application. As of and for the three months ended March 31, 2018, there were no differences between amounts recorded under this current guidance and what would have been recorded under the accounting standards in effect prior to January 1, 2018. We applied the guidance to all contracts as of January 1 2018. The comparative information has also not been restated and continues to be reported under the accounting standards in effect for those periods. Additional disclosures required by the guidance are presented within the Revenue Recognition policy disclosure below.
Revenue Recognition	Revenue Recognition – We account for a contract with a customer when the written contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Substantially all of our revenue is derived by fulfilling customer orders for the purchase of our products under We account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. We recognize revenue at the point in time that control of the ordered product(s) is transferred to the customer, which is upon delivery to the customer, or its designee at our location, a customer location or other customer-designated delivery point. For substantially all of our contracts, control of the ordered product(s) transfers at our location. Amounts invoiced to customers for shipping and handling are reported as revenues and the related costs incurred to deliver product to the customer are reported as cost of goods sold. Amounts billed and due from our customers are classified as accounts receivables on our balance sheets and require payment on a short-term basis. . Revenues recognized in the three months ended March 31, 2018, include less than $0.1 million of included in unearned revenue as of January 1, 2018. Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling product orders. Incidental items that are immaterial in the context of the contract are recognized as expense. Our contracts do not include a significant financing component. The amount of consideration we expect to receive and revenue we recognize includes estimates of variable consideration, including costs for rebates and discounts. If the consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or most likely amount method. We expect no costs from rebates, discounts, or other forms of variable consideration, related to revenues recognized in the three months ended March 31, 2018, and have no contract liabilities recorded for those items as of January 1, 2018 or March 31, 2018. Changes in judgments and estimates regarding probability of collection and variable consideration might result in a change in the timing or amount of revenue recognized. Incremental costs of obtaining a revenue contract are capitalized and amortized on a straight-line basis over the expected customer relationship period if we expect to recover those costs. As a practical expedient, we expense costs to obtain a contract as incurred if the amortization period would have been a year or less. Typically , costs to incur revenue contracts are not significant
Reclassifications	Reclassifications –

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	3 Months Ended
	Mar. 31, 2018
DISCONTINUED OPERATIONS [Abstract]
Income, cash flows, and other data related to discontinued operations	The following table summarizes the major line items included in the income from discontinued operations, cash flows from discontinued operations, and other data related to the discontinued operations (in thousands). Three Months Ended March 31, 2017 HN Nutra SA Total Revenues $ 4,417 $ 3,403 $ 7,820 Cost of goods sold (3,022 ) (3,475 ) (6,497 ) Selling, general and administrative expenses (226 ) (534 ) (760 ) Other expenses (2 ) (352 ) (354 ) Income (loss) from operations, before income taxes 1,167 (958 ) 209 Income tax expense (397 ) - (397 ) Income (loss) from operations, net of tax 770 (958 ) (188 ) Net cash provided by (used in) operating activities $ 938 $ (961 ) $ (23 ) Net cash used in investing activities (9 ) (79 ) (88 ) Net cash provided by (used in) financing activities (4 ) 899 895 Effect of exchange rate changes on cash and cash equivalents - 141 141 Net cash provided to continuing operations $ 925 $ - $ 925 Depreciation included in cost of goods sold $ 44 $ 264 $ 308 Depreciation included in selling, general and administrative expenses 25 16 41 Capital expenditures 9 79 88

CONCENTRATION OF RISK (Tables)

CONCENTRATION OF RISK (Tables)	3 Months Ended
	Mar. 31, 2018
Concentration Risk [Line Items]
Revenues by geographic area	The following table presents revenues by geographic area shipped to in the three months ended March 31, 2018 and 2017 (in thousands). Three Months Ended March 31 2018 2017 United States $ 3,167 $ 3,279 Other countries 385 336 Revenues $ 3,552 $ 3,615
Revenues by product line	T Three Months Ended March 31 2018 2017 Food $ 1,868 $ 1,990 Animal nutrition 1,684 1,625 Revenues $ 3,552 $ 3,615
Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentrations of risk	Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of consolidated totals) are stated below as a percent of consolidated totals. Customer A B % of Revenue, Three Months Ended March 31, 2018 20 % 11 % % of Revenue, Three Months Ended March 31, 2017 17 % 14 % % of Accounts Receivable, as of March 31, 2018 30 % 0 % % of Accounts Receivable, as of December 31, 2017 25 % 0 %
Supplier Concentration Risk [Member]
Concentration Risk [Line Items]
Concentrations of risk	Purchases from certain significant suppliers are stated below as a percent of total purchases for the three months ended March 31, 2018 % of Total Purchases Supplier 2018 2017 Supplier 1 13 % * Supplier 2 13 % 10 % Others 74 % 90 % Total 100 % 100 % * Less than 10%

INCOME (LOSS) PER SHARE (EPS) (

INCOME (LOSS) PER SHARE (EPS) (Tables)	3 Months Ended
	Mar. 31, 2018
INCOME (LOSS) PER SHARE (EPS) [Abstract]
Reconciliations of numerators and denominators in EPS computations	Below are reconciliations of the numerators and denominators in the EPS computations. Three Months Ended March 31 2018 2017 NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (1,913 ) $ (2,413 ) Dividend on preferred stock--beneficial conversion feature - (778 ) Basic and diluted - adjusted loss from continuing operations $ (1,913 ) $ (3,191 ) DENOMINATOR (in thousands): Basic EPS - weighted average number of common shares outstanding 17,083,442 9,657,543 Effect of dilutive securities outstanding - - Diluted EPS - weighted average number of shares outstanding 17,083,442 9,657,543 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 846,558 195,273 Warrants 21,959,539 17,635,102 Convertible preferred stock 597,865 3,054,435 Restricted stock units 650,167 - Weighted average number of nonvested share of common stock not included in diluted EPS because effect would be antidilutive 1,275,452 1,196,057

EQUITY, SHARE-BASED COMPENSAT23

EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2018
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract]
Summary of equity activity	A summary of equity activity for the three months ended March 31, 2018, follows (in thousands, except share amounts). Shares Preferred Common Preferred Common Accumulated Equity Balance, December 31, 2017 630 18,046,731 $ 313 $ 279,548 $ (265,128 ) $ 14,733 Common stock awards under equity incentive plans - 78,377 - 245 - 245 Exercise of warrants - 1,827,999 - 1,755 - 1,755 Other - - - 75 - 75 Net loss - - - - (1,913 ) (1,913 ) Balance, March 31, 2018 630 19,953,107 $ 313 $ 281,623 $ (267,041 ) $ 14,895

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2018
FAIR VALUE MEASUREMENTS [Abstract]
Changes in level 3 items measured at fair value	The following tables summarize the changes in Level 3 items measured at fair value on a recurring basis (in thousands). Total Level 3 Fair Value Fair Value as of Beginning of Period Total Unrealized Issuance of New Instruments Reclassify to (Deficit) Equity Fair Value, at End of Period (1) Three Months Ended March 31, 2017, derivative warrant liabilities $ (1,527 ) $ 1,099 $ (7,917 ) $ 7,851 $ (494 ) (1) Included in change in fair value of derivative warrant liabilities in our unaudited condensed consolidated statements of operations.

BUSINESS (Details)

BUSINESS (Details)	Mar. 31, 2018Location
BUSINESS [Abstract]
Number of locations	3
Number of locations in California	2
Number of locations in Louisiana	1

SUMMARY OF SIGNIFICANT ACCOUN26

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Revenue Recognition [Abstract]
Unearned revenue	$ 78	$ 75
ASU 2014-09 [Member]
Revenue Recognition [Abstract]
Costs from rebates, discounts or other forms of variable consideration	0
Contract liabilities	$ 0	0
ASU 2014-09 [Member] | Maximum [Member]
Revenue Recognition [Abstract]
Unearned revenue		$ 100

DISCONTINUED OPERATIONS, Income

DISCONTINUED OPERATIONS, Income (Loss) from Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income (Loss) from Discontinued Operations [Abstract]
Revenues		$ 7,820
Cost of goods sold		(6,497)
Selling, general and administrative expenses		(760)
Other expenses		(354)
Income (loss) from operations, before income taxes		209
Income tax expense		(397)
Income (loss) from operations, net of tax		(188)
Net Cash Provided by (Used in) Discontinued Operations [Abstract]
Net cash provided by (used in) operating activities	$ 0	(23)
Net cash used in investing activities	0	(88)
Net cash provided by (used in) financing activities	0	895
Effect of exchange rate changes on cash and cash equivalents	$ 0	141
Net cash provided to continuing operations		925
Capital expenditures		88
Cost of Goods Sold [Member]
Net Cash Provided by (Used in) Discontinued Operations [Abstract]
Depreciation		308
Selling, General and Administrative Expenses [Member]
Net Cash Provided by (Used in) Discontinued Operations [Abstract]
Depreciation		41
Healthy Natural Inc [Member]
Income (Loss) from Discontinued Operations [Abstract]
Revenues		4,417
Cost of goods sold		(3,022)
Selling, general and administrative expenses		(226)
Other expenses		(2)
Income (loss) from operations, before income taxes		1,167
Income tax expense		(397)
Income (loss) from operations, net of tax		770
Net Cash Provided by (Used in) Discontinued Operations [Abstract]
Net cash provided by (used in) operating activities		938
Net cash used in investing activities		(9)
Net cash provided by (used in) financing activities		(4)
Effect of exchange rate changes on cash and cash equivalents		0
Net cash provided to continuing operations		925
Capital expenditures		9
Healthy Natural Inc [Member] | Cost of Goods Sold [Member]
Net Cash Provided by (Used in) Discontinued Operations [Abstract]
Depreciation		44
Healthy Natural Inc [Member] | Selling, General and Administrative Expenses [Member]
Net Cash Provided by (Used in) Discontinued Operations [Abstract]
Depreciation		25
Nutra SA [Member]
Income (Loss) from Discontinued Operations [Abstract]
Revenues		3,403
Cost of goods sold		(3,475)
Selling, general and administrative expenses		(534)
Other expenses		(352)
Income (loss) from operations, before income taxes		(958)
Income tax expense		0
Income (loss) from operations, net of tax		(958)
Net Cash Provided by (Used in) Discontinued Operations [Abstract]
Net cash provided by (used in) operating activities		(961)
Net cash used in investing activities		(79)
Net cash provided by (used in) financing activities		899
Effect of exchange rate changes on cash and cash equivalents		141
Net cash provided to continuing operations		0
Capital expenditures		79
Nutra SA [Member] | Cost of Goods Sold [Member]
Net Cash Provided by (Used in) Discontinued Operations [Abstract]
Depreciation		264
Nutra SA [Member] | Selling, General and Administrative Expenses [Member]
Net Cash Provided by (Used in) Discontinued Operations [Abstract]
Depreciation		$ 16

DISCONTINUED OPERATIONS, Health

DISCONTINUED OPERATIONS, Healthy Natural (HN) (Details) - Healthy Natural Inc [Member] - USD ($) $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Jul. 31, 2017	Mar. 31, 2018	Dec. 31, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sale of assets	$ 18.3
Restriction period to engage in business conducted by sold entity			5 years
Escrow for working capital adjustments			$ 0.2
Escrow for indemnity claims			0.6
Estimated working capital adjustments		$ 0.3	0.3
Net carrying value of discontinued operations			16.7
Gain on sale of business			8.2
Tax provision for gain on sale of business			$ 4.7

DISCONTINUED OPERATIONS, Nutra

DISCONTINUED OPERATIONS, Nutra SA (Details)	12 Months Ended
	Dec. 31, 2017
Nutra SA [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Investors' average interest in Nutra SA during the period	36.00%

CONCENTRATION OF RISK (Details)

CONCENTRATION OF RISK (Details) $ in Thousands	3 Months Ended			12 Months Ended
	Mar. 31, 2018USD ($)Supplier	Mar. 31, 2017USD ($)		Dec. 31, 2017
Concentration Risk [Line Items]
Revenues	$ 3,552	$ 3,615
Number of suppliers, rice bran | Supplier	4
Reportable Geographic Segment [Member] | United States [Member]
Concentration Risk [Line Items]
Revenues	$ 3,167	3,279
Reportable Geographic Segment [Member] | Other Countries [Member]
Concentration Risk [Line Items]
Revenues	385	336
Operating Segments [Member] | Food [Member]
Concentration Risk [Line Items]
Revenues	1,868	1,990
Operating Segments [Member] | Animal Nutrition [Member]
Concentration Risk [Line Items]
Revenues	$ 1,684	$ 1,625
Revenue [Member] | Customer A [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	20.00%	17.00%
Revenue [Member] | Customer B [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	11.00%	14.00%
Accounts Receivable [Member] | Customer A [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	30.00%			25.00%
Accounts Receivable [Member] | Customer B [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	0.00%			0.00%
Cost of Goods Sold [Member] | Supplier Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	53.00%	38.00%
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	13.00%		[1]
Purchases [Member] | Supplier 2 [Member] | Supplier Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	10.00%
Purchases [Member] | Others [Member] | Supplier Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	74.00%	90.00%
[1]	Less than 10%

INCOME (LOSS) PER SHARE (EPS)31

INCOME (LOSS) PER SHARE (EPS) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
NUMERATOR [Abstract]
Basic and diluted - loss from continuing operations	$ (1,913)	$ (2,413)
Dividend on preferred stock--beneficial conversion feature	0	(778)
Basic and diluted - adjusted loss from continuing operations	$ (1,913)	$ (3,191)
DENOMINATOR [Abstract]
Basic EPS - weighted average number of common shares outstanding (in shares)	17,083,442	9,657,543
Effect of dilutive securities outstanding (in shares)	0	0
Diluted EPS - weighted average number of shares outstanding (in shares)	17,083,442	9,657,543
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)	846,558	195,273
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)	21,959,539	17,635,102
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)	597,865	3,054,435
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)	650,167	0
Nonvested Shares of Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares)	1,275,452	1,196,057

EQUITY, SHARE-BASED COMPENSAT32

EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Summary of Equity Activity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period	$ 14,733
Balance at beginning of period (in shares)	18,046,731
Common stock awards under equity incentive plans	$ 245
Exercise of warrant	1,755
Other	75
Net loss	(1,913)	$ (2,601)
Balance at end of period	$ 14,895
Balance at end of period (in shares)	19,953,107
Preferred Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period	$ 313
Common stock awards under equity incentive plans	0
Exercise of warrant	0
Other	0
Net loss	0
Balance at end of period	$ 313
Preferred Stock [Member] | Series G Preferred Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period (in shares)	630
Common stock awards under equity incentive plans (in shares)	0
Exercise of warrant (in shares)	0
Other (in shares)	0
Balance at end of period (in shares)	630
Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period	$ 279,548
Balance at beginning of period (in shares)	18,046,731
Common stock awards under equity incentive plans	$ 245
Common stock awards under equity incentive plans (in shares)	78,377
Exercise of warrant	$ 1,755
Exercise of warrant (in shares)	1,827,999
Other	$ 75
Other (in shares)	0
Net loss	$ 0
Balance at end of period	$ 281,623
Balance at end of period (in shares)	19,953,107
Accumulated Deficit [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period	$ (265,128)
Common stock awards under equity incentive plans	0
Exercise of warrant	0
Other	0
Net loss	(1,913)
Balance at end of period	$ (267,041)

EQUITY, SHARE-BASED COMPENSAT33

EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Transactions with Holders (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 28, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Loss on extinguishment of debt		$ 0	$ (1,680)
Proceeds from issuance of debt and warrants, net of issuance costs		0	5,518
Repayment of debt		$ 1	$ 7,145
Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants to purchase shares of common stock (in shares)	2,327,919				1,489,868
Exercise price per warrant (in dollars per share)	$ 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)	1,423,488
Exercise price per warrant (in dollars per share)	$ 0.96
Series G Convertible Preferred Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock issued (in shares)	2,000	630		630
Debt conversion amount	$ 100
Debt conversion, stock (in shares)	180
Net proceeds from the exchange of subordinated notes	$ 1,700
Cash offering expenses	100
Proceeds allocated to derivative warrant liability	1,000
Loss on extinguishment of debt	(100)
Decrease in subordinated debt	(100)
Proceed recorded as preferred stock	1,200
Recorded dividend for preferred stock	$ 800
Subordinated Debt [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants to purchase shares of common stock (in shares)	3,484,675
Exercise price per warrant (in dollars per share)	$ 0.96
Loss on extinguishment of debt	$ (1,500)
Decrease in subordinated debt	(900)
Fair value of derivative warrant liabilities	2,300
Fair value increase in common stock	$ 100
Annual interest rate	7.00%				11.75%
Repayment of debt	$ 500
Subordinated Debt [Member] | Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price per warrant (in dollars per share)	$ 0.96				$ 5.25
Amendment of existing warrants (in shares)	289,669
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
Placement fees and allocation expenses	$ 500
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)	6,875,000
Exercise price per warrant (in dollars per share)	$ 0.96
Aggregate subscription amount	$ 6,000
Aggregate principal amount	$ 6,600
Amendment of existing warrants (in shares)	875,000
Exercise price per warrant one (in dollars per share)	$ 5.49
Warrants exercisable term		5 years 6 months
Fair value of derivative warrant liabilities	$ 4,600
Fair value increase in common stock	500
Debt issuance cost	400
Extinguishment of term loan	3,800
Repayment of subordinated note	200
Interest expense debt	$ 300

EQUITY, SHARE-BASED COMPENSAT34

EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Other Equity Issuances (Details) - USD ($)	Feb. 28, 2017	Feb. 29, 2016	Mar. 31, 2018	Dec. 31, 2017
Supplier [Member] | Common Stock [Member]
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items]
Common stock issued for employee (in shares)		950,000
Fixed price per share held in escrow by supplier (in dollars per share)		$ 2.80
Shares released from escrow (in shares)			9,824	59,292
Consultant [Member] | Common Stock [Member]
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items]
Common stock issued for employee (in shares)			27,908
Stock price (in dollars per share)			$ 1.42
Former Employee [Member]
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items]
Common stock issued for employee (in shares)	108,696
Value of shares issued in lieu of bonus	$ 100,000
Employee [Member] | Common Stock [Member]
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items]
Common stock issued for employee (in shares)			50,469
Stock price (in dollars per share)			$ 1.38

EQUITY, SHARE-BASED COMPENSAT35

EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Options (Details) - Stock Options [Member] - Employee [Member]	1 Months Ended
	Jan. 31, 2018Installment$ / sharesshares
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items]
Exercise price of stock options (in dollars per share)	$ 1.42
Weighted average grant date fair value of stock options (in dollars per share)	$ 0.97
Number of equal annual installments | Installment	4
Maximum [Member]
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items]
Common stock issued for stock option exercises (in shares) | shares	278,873

EQUITY, SHARE-BASED COMPENSAT36

EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Warrants (Details) - Warrants [Member] - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Apr. 30, 2018	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued to purchase common stock (in shares)		315,000
Weighted average exercise price (in dollars per share)		$ 4.73
Weighted average term		2 years 4 months 24 days
Expense recognized for the issuances		$ 0.1
Warrant exercise price (in dollars per share)		$ 0.96
Warrants exercised (in shares)		(1,827,999)
Weighted average exercise term		4 years 3 months 18 days
Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant exercise price (in dollars per share)	$ 0.96
Warrants exercised (in shares)	(836,032)
Weighted average exercise term	4 years 1 month 6 days

EQUITY AND SHARE-BASED COMPENSA

EQUITY AND SHARE-BASED COMPENSATION, Restricted Stock Units (Details) - 2014 Plan [Member] - Restricted Stock Units [Member] - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended
	Jan. 31, 2018	Jun. 30, 2017	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock issued (in shares)		1,175,000
Number of trading days			65 days
Grant date fair value		$ 0.2
Expensed ratably term			3 years 6 months
Unrecognized stock compensation			$ 0.1
Weighted average remaining vesting term			3 years
Vesting Price Equals or Exceeds $5.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		10.00%
Vesting price (in dollars per share)		$ 5
Vesting Price Equals or Exceeds $10.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		30.00%
Vesting price (in dollars per share)		$ 10
Vesting Price Equals or Exceeds $15.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		60.00%
Vesting price (in dollars per share)		$ 15
Cancelled percentage	60.00%
Cancelled vesting price (in dollars per share)	$ 15

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Recurring [Member] - Derivative Warrant Liabilities [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward]
Fair value as of beginning of period	$ (1,527)
Total realized and unrealized gains (losses)	1,099	[1]
Issuance of new instruments	(7,917)
Reclassify to (deficit) equity	7,851
Fair value, at end of period	$ (494)
[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) $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2018USD ($)ft²	Mar. 31, 2018ft²	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)
Leases [Abstract]
Remaining term of lease		16 years
Area of office space under lease | ft²	5,380	5,380
Initial term of lease		65 months
Term of rent abated		5 months
Rent expense for base rent	$ 0.1
Additional extension to lease term		5 years
Chief Executive Officer [Member]
Employment Contracts and Severance Payments [Abstract]
Severance payments			$ 0.4	$ 0.3
Severance expense				$ 0.7

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Jun. 30, 2017
Related Party Transaction [Line Items]
Interest paid	$ 1	$ 623
Baruch Halpern [Member]
Related Party Transaction [Line Items]
Percentage of outstanding debt retained by related party			43.00%
Baruch Halpern [Member] | Subordinated Notes [Member]
Related Party Transaction [Line Items]
Interest paid		100
Interest expense		$ 100

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
INCOME TAXES [Abstract]
Pre-tax loss	$ (1,913)	$ (2,810)
Statutory tax rate	21.00%		34.00%