Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | RiceBran Technologies | ||
Entity Central Index Key | 0001063537 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 36,839,005 | ||
Entity Common Stock, Shares Outstanding | 33,023,658 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 7,044 | $ 6,203 |
Restricted cash | 225 | 775 |
Accounts receivable, net of allowance for doubtful accounts of $14 and $8 | 2,529 | 1,273 |
Purchase price working capital receivable | 1,147 | 0 |
Inventories | ||
Inventories - Finished goods | 856 | 564 |
Inventories - Packaging | 102 | 114 |
Deposits and other current assets | 610 | 519 |
Total current assets | 12,513 | 9,448 |
Property and equipment, net | 15,010 | 7,850 |
Goodwill | 3,178 | 0 |
Other long-term assets, net | 16 | 63 |
Total assets | 30,717 | 17,361 |
Current liabilities: | ||
Accounts payable | 1,583 | 765 |
Commodities payable | 2,735 | 0 |
Accrued salary, wages and benefits | 933 | 773 |
Accrued expenses | 520 | 741 |
Unearned revenue | 145 | 75 |
Escrow liability | 259 | 258 |
Note payable to seller of Golden Ridge | 609 | 0 |
Long term debt, current portion | 77 | 4 |
Total current liabilities | 6,861 | 2,616 |
Long term debt, less current portion | 145 | 12 |
Total liabilities | 7,006 | 2,628 |
Commitments and contingencies | ||
Shareholders' Equity: | ||
Common stock, no par value, 50,000,000 shares authorized, 29,098,207 and 18,046,731shares issued and outstanding | 296,739 | 279,548 |
Accumulated deficit | (273,229) | (265,128) |
Total shareholders' equity | 23,711 | 14,733 |
Total liabilities and shareholders' equity | 30,717 | 17,361 |
Series G Convertible Preferred Stock [Member] | ||
Shareholders' Equity: | ||
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, 405 and 630 shares issued and outstanding in 2018 and 2017, respectively | $ 201 | $ 313 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 14 | $ 8 |
Shareholders' Equity: | ||
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) | 29,098,207 | 18,046,731 |
Common stock, shares outstanding (in shares) | 29,098,207 | 18,046,731 |
Series G Convertible Preferred Stock [Member] | ||
Shareholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 3,000 | 3,000 |
Convertible preferred stock, shares issued (in shares) | 405 | 630 |
Convertible preferred stock, shares outstanding (in shares) | 405 | 630 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Operations [Abstract] | ||
Revenues | $ 14,762 | $ 13,355 |
Cost of goods sold | 11,780 | 9,564 |
Gross profit | 2,982 | 3,791 |
Selling, general and administrative expenses | 11,194 | 9,888 |
Loss from continuing operations before other income (expense) | (8,212) | (6,097) |
Other income (expense): | ||
Interest expense | (12) | (1,623) |
Change in fair value of derivative warrant liabilities | 0 | 670 |
Loss on extinguishment of debt | 0 | (8,290) |
Other income | 193 | 307 |
Other expense | (25) | (182) |
Total other income (expense) | 156 | (9,118) |
Loss from continuing operations before income taxes | (8,056) | (15,215) |
Income tax (expense) benefit | (45) | 5,030 |
Loss from continuing operations | (8,101) | (10,185) |
Income from discontinued operations, net of tax | 0 | 3,983 |
Net loss | (8,101) | (6,202) |
Less - Net loss attributable to noncontrolling interest in discontinued operations | 0 | (1,671) |
Net loss attributable to RiceBran Technologies shareholders | (8,101) | (4,531) |
Less - Dividends on preferred stock, beneficial conversion feature | 0 | 778 |
Net loss attributable to RiceBran Technologies common shareholders | $ (8,101) | $ (5,309) |
Basic earnings (loss) per common share: | ||
Continuing operations (in dollars per share) | $ (0.37) | $ (0.92) |
Discontinued operations (in dollars per share) | 0 | 0.47 |
Basic loss per common share - RiceBran Technologies (in dollars per share) | (0.37) | (0.45) |
Diluted earnings (loss) per common share: | ||
Continuing operations (in dollars per share) | (0.37) | (0.92) |
Discontinued operations (in dollars per share) | 0 | 0.47 |
Diluted loss per common share - RiceBran Technologies (in dollars per share) | $ (0.37) | $ (0.45) |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 22,099,149 | 11,923,923 |
Diluted (in shares) | 22,099,149 | 11,923,923 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Comprehensive Loss [Abstract] | ||
Net loss | $ (8,101) | $ (6,202) |
Other comprehensive income - foreign currency translation, net of tax | 0 | 184 |
Comprehensive loss, net of tax | (8,101) | (6,018) |
Less - Comprehensive income attributable to noncontrolling interest, net of tax | 0 | (1,614) |
Total comprehensive loss attributable to RiceBran Technologies shareholders | $ (8,101) | $ (4,404) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Preferred Stock [Member]Series F Preferred Stock [Member] | Preferred Stock [Member]Series G Preferred Stock [Member] | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit Attributable to Noncontrolling Interest in Discontinued Operations [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2016 | $ 0 | $ 264,232 | $ (259,819) | $ (699) | $ (4,346) | $ (632) | ||
Balance (in shares) at Dec. 31, 2016 | 0 | 0 | 10,790,351 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock awards under equity incentive plans | 0 | $ 947 | 0 | 0 | 0 | 947 | ||
Common stock awards under equity incentive plans (in shares) | 0 | 0 | 642,839 | |||||
Dividend on preferred stock - beneficial conversion feature | 0 | $ 778 | (778) | 0 | 0 | 0 | ||
Modification of senior debenture holder warrants | 0 | 582 | 0 | 0 | 0 | 582 | ||
Modification of subordinated note holder warrants | 0 | 117 | 0 | 0 | 0 | 117 | ||
Reclassification of preferred stock to equity from temporary equity | 1,545 | $ 0 | 0 | 0 | 0 | 1,545 | ||
Reclassification of preferred stock to equity from temporary equity (in shares) | 3,000 | 2,000 | 0 | |||||
Change in classification of warrants to equity from liability | 0 | $ 7,980 | 0 | 0 | 0 | 7,980 | ||
Conversion of preferred stock into common stock | (1,232) | $ 1,232 | 0 | 0 | 0 | 0 | ||
Conversion of preferred stock into common stock (in shares) | (3,000) | (1,370) | 3,300,118 | |||||
Proceeds from sale of common stock, net of costs | 0 | $ 2,730 | 0 | 0 | 0 | 2,730 | ||
Proceeds from sale of common stock, net of costs (in shares) | 0 | 0 | 2,654,732 | |||||
Exercise of warrant | 0 | $ 848 | 0 | 0 | 0 | 848 | ||
Exercise of warrant (in shares) | 0 | 0 | 614,610 | |||||
Other | 0 | $ 102 | 0 | 0 | 0 | 102 | ||
Other (in shares) | 0 | 0 | 44,081 | |||||
Proceeds from sale of membership interests | 0 | $ 0 | 0 | 650 | 0 | 650 | ||
Foreign currency translation | 0 | 0 | 0 | 56 | 128 | 184 | ||
Nutra SA divestiture | 0 | 0 | 0 | 1,664 | 4,218 | 5,882 | ||
Net loss | 0 | 0 | (4,531) | (1,671) | 0 | (6,202) | ||
Balance at Dec. 31, 2017 | 313 | $ 279,548 | (265,128) | 0 | 0 | $ 14,733 | ||
Balance (in shares) at Dec. 31, 2017 | 0 | 630 | 18,046,731 | 18,046,731 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock awards under equity incentive plans | 0 | $ 710 | 0 | 0 | 0 | $ 710 | ||
Common stock awards under equity incentive plans (in shares) | 0 | 0 | 270,541 | |||||
Exercise of options | 0 | $ 28 | 0 | 0 | 0 | 28 | ||
Exercise of options (in shares) | 0 | 0 | 32,500 | |||||
Conversion of preferred stock into common stock | (112) | $ 112 | 0 | 0 | 0 | 0 | ||
Conversion of preferred stock into common stock (in shares) | 0 | (225) | 213,523 | |||||
Exercise of warrant | 0 | $ 11,106 | 0 | 0 | 0 | 11,106 | ||
Exercise of warrant (in shares) | 0 | 0 | 8,826,230 | |||||
Acquisition of Golden Ridge | 0 | $ 5,000 | 0 | 0 | 0 | 5,000 | ||
Acquisition of Golden Ridge (in shares) | 0 | 0 | 1,666,667 | |||||
Other | 0 | $ 235 | 0 | 0 | 0 | 235 | ||
Other (in shares) | 0 | 0 | 42,015 | |||||
Net loss | 0 | $ 0 | (8,101) | 0 | 0 | (8,101) | ||
Balance at Dec. 31, 2018 | $ 201 | $ 296,739 | $ (273,229) | $ 0 | $ 0 | $ 23,711 | ||
Balance (in shares) at Dec. 31, 2018 | 0 | 405 | 29,098,207 | 29,098,207 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flow from operating activities: | ||
Net loss | $ (8,101) | $ (6,202) |
Income from discontinued operations | 0 | 3,983 |
Loss from continuing operations | (8,101) | (10,185) |
Adjustments to reconcile net loss from continuing operation to net cash used in operating activities of continuing operations: | ||
Depreciation and amortization | 773 | 757 |
Stock and share-based compensation | 886 | 1,073 |
Change in fair value of derivative warrant and conversion liabilities | 0 | (670) |
Loss on extinguishment of debt | 0 | 8,290 |
Interest accreted | 0 | 1,000 |
Deferred taxes | 0 | (5,046) |
Other | (14) | 32 |
Changes in operating assets and liabilities (net of acquisition): | ||
Accounts receivable | 331 | (179) |
Inventories | (138) | 279 |
Accounts payable and accrued expenses | 1,111 | (679) |
Other | (89) | 303 |
Net cash used in operating activities of continuing operations | (5,241) | (5,025) |
Net cash provided by operating activities of discontinued operations | 0 | 1,251 |
Net cash used in operating activities | (5,241) | (3,774) |
Cash flows from investing activities: | ||
Acquisition of Golden Ridge, net of cash acquired | (1,862) | 0 |
Disbursements of notes receivable | (475) | 0 |
Purchases of property and equipment | (3,248) | (862) |
Net cash used in investing activities of continuing operations | (5,585) | (862) |
Net cash provided by investing activities of discontinued operations | 0 | 16,001 |
Net cash provided by (used in) investing activities | (5,585) | 15,139 |
Cash flows from financing activities: | ||
Proceeds from warrant exercises | 11,106 | 0 |
Payments of debt | (16) | (19,744) |
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 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 2,778 |
Other | 27 | (23) |
Net cash used in financing activities of continuing operations | 11,117 | (5,945) |
Net cash provided by financing activities of discontinued operations | 0 | 1,062 |
Net cash (used in) provided by financing activities | 11,117 | (4,883) |
Effect of exchange rate changes on cash and cash equivalents of discontinued operations | 0 | 154 |
Net change in cash and cash equivalents and restricted cash | 291 | 6,636 |
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 | 7,044 | 6,203 |
Restricted cash | 225 | 775 |
Cash and cash equivalents and restricted cash, end of period | 7,269 | 6,978 |
Supplemental disclosures, continuing operations: | ||
Cash paid for interest, continuing operations | $ 10 | $ 811 |
LIQUIDITY AND MANAGEMENT'S PLAN
LIQUIDITY AND MANAGEMENT'S PLAN | 12 Months Ended |
Dec. 31, 2018 | |
LIQUIDITY AND MANAGEMENT'S PLAN [Abstract] | |
LIQUIDITY AND MANAGEMENT'S PLAN | NOTE 1. LIQUIDITY AND MANAGEMENT’S PLAN We believe that despite the multi-year history of operating losses and negative operating cash flows from our continuing operations, there is no substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. · Cash and cash equivalents increased $0.8 million, from $6.2 million as of December 31, 2017, to $7.0 million as of December 31, 2018. · Our $7.0 million cash position at December 31, 2018 exceeds our $5.2 million negative cash flow from operating activities of continuing operations. · In 2018, we received $11.1 million in proceeds from warrant exercises that significantly increased our cash position as well as our shareholders’ equity. · We acquired Golden Ridge, a cash flows positive operation. · Subsequent to year end 2018, we completed with strategic institutional investors including Continental Grain Company, DG Capital Management and Dillon Hill Capital, a private placement of 3,046,668 shares of common stock and a pre-funded warrant exercisable into 1,003,344 shares of common stock for aggregate gross proceeds of approximately $12.1 million, as discussed further in Note 9. We also received approximately $2.0 million in proceeds from warrant holders for warrants exercised in March 2019, discussed further in Note 9. |
BUSINESS AND SUMMARY OF SIGNIFI
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. In connection with the acquisition of Golden Ridge, we are now a supplier of rice, specializing in #1 and #2 Grade U.S. premium long and medium white rice. 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 in four locations: two leased raw rice bran stabilization facilities located within supplier-owned rice mills in Arbuckle and West Sacramento, California; one company-owned rice bran stabilization facility in Mermentau, Louisiana, and now our first company-owned rice mill in Wynne, Arkansas, the largest rice producing state in the United States. At our Dillon, Montana facility, we produce our process patented Stage II products including: RiSolubles, a highly nutritious, carbohydrate and lipid rich fraction of SRB; RiFiber, a fiber rich derivative of SRB; RiBalance, a complete rice bran nutritional package derived from further processing SRB, and our ProRyza family of products including, protein- and protein/fiber-based 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 Accounting Policies Basis of Presentation and Principles of Consolidation Use of Estimates Reclassifications Cash and Cash Equivalents Accounts Receivable and Allowance for Doubtful Accounts Inventories – Property and Equipment We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. Goodwill – Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform a quantitative two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The quantitative two-step goodwill impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. Multiple valuation techniques can be used to assess the fair value of the reporting unit. All of these techniques include the use of estimates and assumptions that are inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both. Revenue Recognition 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 consolidated balance sheets and require payment on a short-term basis. . consolidated Revenues recognized in 2018 include less than $0.1 million 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. As of December 31, 2018, we have $0.1 million of contract liabilities recorded. 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. Selling, General and Administrative Expenses Research and Development Share-Based Compensation – For awards of nonvested stock, share-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Compensation expense related to service-based awards are recognized on a straight-line basis over the requisite service period for the entire award. For restricted stock units, share-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Compensation expense related to service-based awards is recognized on a straight-line basis over the requisite service period for the entire award. We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally, we value stock options granted to non-employees and consultants using the Black-Scholes-Merton valuation model and stock at the fair value of the award. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The expense associated with stock awards issued to consultants or other third parties are recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The value is re-measured each reporting period over the requisite service period. Income Taxes Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that may be different from current estimates of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when it is determined that the liabilities are no longer necessary. 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 Cuts and Jobs Act or TCJA). The TCJA permanently reduces the U.S. federal corporate tax rate from a maximum 35% to 21%, eliminates corporate Alternative Minimum Tax, modified rules for expensing capital investment, limits the deduction of interest expense for certain companies and has international tax consequences for companies that operate internationally. Most of the changes introduced in the TCJA are effective beginning on January 1, 2018. Recent Accounting Guidance Recent accounting standards not yet adopted The following represent the standards not yet adopted that will, or are expected to, result in a significant change in practice and/or have a significant financial impact on us. In February 2016, the Financial Accounting Standards Board (FASB) issued guidance which changes the accounting for leases, , Leases In June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” Recently adopted accounting standards In May 2014, the 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. 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 above . |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2018 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | NOTE 3. ACQUISITIONS In November 2018, we acquired substantially all of the assets comprising the business of Golden Ridge Rice Mills, LLC, now conducting business as Golden Ridge Rice Mills, Inc. (Golden Ridge). rice mill in Wynne, Arkansas. We acquired the business as part of our strategy to vertically integrate in order to leverage our proprietary and patented technologies. The acquisition has been accounted for as a business combination under ASC 805. The following table summarizes the preliminary 1,666,667 shares of common stock, at fair value of $3.00 per share at Closing $ 5,000 Golden Ridge financial liabilities paid for the seller 2,661 Cash 250 Note payable to seller 609 Working Capital Adjustment Receivable (1,147 ) Total fair value of consideration transferred 7,373 Cash 409 Accounts Receivable 1,587 Inventories 103 Property and equipment 5,092 Accounts Payable (222 ) Commodities Payable (2,559 ) Accrued Expenses (12 ) Equipment Notes (203 ) Net recognized amounts of identifiable assets acquired 4,195 Goodwill $ 3,178 The 1,666,667 shares issued at closing include 380,952 shares that were deposited in an escrow account to be used to satisfy any indemnification obligations of the seller that may arise. As of December 31, 2018, the 380,952 shares remain in escrow and there is no escrow receivable for amounts receivable under the indemnification obligations. The fair value of trade receivables at November 28, 2018, was $1.5 million, which was $0.1 million less than the amount of gross trade receivables. The $3.2 million to goodwill is primarily attributable to the expected synergies and the assembled workforce of Golden Ridge and is deductible for tax purposes over the next fifteen years. We paid an installment on the note payable to the seller in January 2019. The note payable to the seller bears interest at 6.8% and is due November 2019. In July 2018, we loaned $0.6 million to Golden Ridge Rice Mills, LLC, as evidenced by notes in exchange for $0.4 million of cash and property with a net book value of $0.1 million. We recognized a $0.1 million gain on disposition of property upon issuance of the notes. In October 2018, we loaned another $0.1 million to the same supplier, as evidenced by an amended note. The notes carried interest at a rate of 6% per year. The notes were effectively settled with the acquisition and the $0.1 million note issued in exchange for property is treated as a noncash transaction in the statements of cash flows. Our 2018 revenues and net loss included approximately $0.9 million $0.2 million related to the acquired business, respectively. The following table provides unaudited pro forma information for 2018 and 2017 as if the acquisition had occurred January 1, 2017 (in thousands, except share and per share amounts). Years Ended December 31 2018 2017 Revenues $ 30,289 $ 24,955 Net loss from continuing operations $ (10,601 ) $ (10,363 ) Net loss per share attributable to common shareholders $ (0.45 ) $ (0.40 ) Weighted average number of common shares outstanding - Basic and Diluted 23,615,131 13,590,590 No adjustments have been made for synergies that are resulting or planned from the acquisition. The unaudited proforma information is not indicative of the results that may have been achieved had the companies been combined as of January 1, 2017, or of our future operating results. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 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). 2017 HN Nutra SA Total Revenues $ 9,902 $ 12,209 $ 22,111 Cost of goods sold (6,651 ) (12,517 ) (19,168 ) Selling, general and administrative expenses (462 ) (3,188 ) (3,650 ) Other income (expense) - (1,224 ) (1,224 ) Income (loss) from operations, before income taxes 2,789 (4,720 ) (1,931 ) Income tax expense (1,048 ) - (1,048 ) Income (loss) from operations, net of tax 1,741 (4,720 ) (2,979 ) Gain (loss) on sale or disposition 12,883 (1,897 ) 10,986 Income tax benefit (expense) (4,719 ) 695 (4,024 ) Gain (loss) on sale or disposition, net of tax 8,164 (1,202 ) 6,962 Income (loss) from discontinued operations, net of tax $ 9,905 $ (5,922 ) $ 3,983 Net cash provided by (used in) operating activities $ 2,403 $ (1,152 ) $ 1,251 Net cash used in investing activities 16,693 (692 ) 16,001 Net cash provided by (used in) financing activities (52 ) 1,114 1,062 Effect of exchange rate changes on cash and cash equivalents - 154 154 Net cash provided by (used in) continuing operations $ 19,044 $ (576 ) $ 18,468 Depreciation included in cost of goods sold $ 96 $ 897 $ 993 Depreciation included in selling, general and administrative expenses 49 56 105 Capital expenditures 18 142 160 Net cash provided by investing activities in the table above is presented in our consolidated statements of cash flows in net cash provided by (used in) investing activities of discontinued operations and includes the $16.7 million net proceeds from the sale of HN and the $0.5 million net payments upon divestiture of Nutra SA. 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. The indemnity claim escrow was released to us in the second quarter of 2018. On a preliminary basis, we estimated a working capital adjustment of $0.3 million as of December 31, 2018 and 2017. 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. The following table summarizes the carrying amount of HN as of the July 14, 2017 sale (in thousands). Accounts receivable, net $ 871 Inventories 1,987 Other current assets 47 Property and equipment 871 Intangible 791 Other 24 Assets 4,591 Accounts payable 759 Accrued expenses 290 Liabilities 1,049 Net assets sold $ 3,542 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 of 36% in 2017, through the date of disposal. Cash provided by Nutra SA operations was generally unavailable for distribution to our continuing operations under 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. We recorded a $1.2 million loss on disposal of Nutra SA in the fourth quarter of 2017. The following table summarizes the estimated carrying amount of the Nutra SA net liabilities disposed as of the November 28, 2017, disposal date and the components of the Nutra SA loss on disposal (in thousands). Cash $ 20 Accounts receivable, net 653 Inventories 630 Other current assets 413 Property and equipment 10,070 Other 1,435 Accounts payable (2,560 ) Accrued expenses (7,878 ) Debt (7,345 ) Net liabilities disposed (4,562 ) Foreign curency translation adjustment 4,218 Redeemable noncontrolling interest 1,663 Payments to purchaser at disposal 540 Other 37 Loss on disposal of Nutra SA 1,896 Income tax benefit (694 ) Loss on disposal of Nutra SA, net of tax $ 1,202 |
INCOME (LOSS) PER SHARE (EPS)
INCOME (LOSS) PER SHARE (EPS) | 12 Months Ended |
Dec. 31, 2018 | |
INCOME (LOSS) PER SHARE (EPS) [Abstract] | |
INCOME (LOSS) PER SHARE (EPS) | NOTE 5. 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. Years Ended December 31 2018 2017 NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (8, 101 ) $ (10,185 ) Dividend on preferred stock--beneficial conversion feature - (778 ) Basic and diluted - adjusted loss from continuing operations $ (8, 101 ) $ (10,963 ) DENOMINATOR (in thousands): Basic EPS - weighted average number of common shares outstanding 22,099,149 11,923,923 Effect of dilutive securities outstanding - - Diluted EPS - weighted average number of shares outstanding 22,099,149 11,923,923 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 911,264 514,961 Warrants 16,383,944 21,588,045 Convertible preferred stock 581,680 2,529,872 Restricted stock units 623,603 601,986 Weighted average number of nonvested shares of common stock not included in diluted EPS because effect would be antidilutive 1,169,986 1,249,234 The impacts of potentially dilutive securities outstanding at December 31, 2018 and 2017, were not included in the calculation of diluted EPS in 2018 and 2017 because to do so would be anti-dilutive. Those securities listed in the table above which were anti-dilutive in 2018 and 2017, which remain outstanding, could potentially dilute EPS in the future. |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 12 Months Ended |
Dec. 31, 2018 | |
CONCENTRATION OF RISK [Abstract] | |
CONCENTRATIONS OF RISK | NOTE 6. 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. 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 C D % of revenue, 2018 17 % 14 % 1 % 4 % % of revenue, 2017 17 % 14 % 0 % 0 % % of accounts receivable, as of December 31, 2018 13 % 0 % 16 % 14 % % of accounts receivable, as of December 31, 2017 25 % 0 % 0 % 0 % We purchase rice bran from five suppliers. Purchases from these suppliers represent 40% of our cost of goods sold in 2018 and 37% of our cost of goods sold in 2017. The following table presents revenues by geographic area shipped to (in thousands). Years Ended December 31 2018 2017 United States $ 13,469 $ 12,196 Other international 1,293 1,159 Revenues $ 14,762 $ 13,355 T Years Ended December 31 2018 2017 Food $ 8,600 $ 7,525 Animal nutrition 6,162 5,830 Revenues $ 14,762 $ 13,355 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7. PROPERTY AND EQUIPMENT December 31 2018 2017 Estimated Useful Lives Land $ 585 $ 237 Furniture and fixtures 430 311 5-7 years Plant 8,613 6,580 30 years, or life of lease Computer and software 1,295 1,207 3-5 years Leasehold improvements 681 274 4-7 years or life of lease Machinery and equipment 13,528 8,677 5-10 years Property and equipment, cost 25,132 17,286 Less accumulated depreciation 10,122 9,436 Property and equipment, net $ 15,010 $ 7,850 For the years ended December 31, 2018 and 2017, depreciation expense totaled $0.7 million and $0.6 million, respectively. As of December 31, 2018, we recorded approximately $0.5 million of fixed assets in accounts payable. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
DEBT [Abstract] | |
DEBT | NOTE 8. DEBT Future principal maturities of debt outstanding December 31, 2018, are as follows (in thousands): Equipment Notes Capital Lease Obligations Note Payable to Seller Total Debt 2019 $ 32 $ 45 $ 609 $ 686 2020 22 48 - 70 2021 23 32 - 55 2022 14 6 - 20 Total $ 91 $ 131 $ 609 $ 831 The equipment notes expire at dates ranging from February 2019 to August 2022 and the capital lease obligations expire at dates ranging from March 2021 to November 2022. Obligations under the notes and the majority of the leases were initially recorded in November 2018 when we assumed the debt in Golden Ridge. The debt was initially recorded at the present value of future payments, using a rate of 4.8%, which was determined to approximate market rates for similar debt with similar maturities as of the acquisition date. We issued senior debentures in the principal amount of $6.6 million and related warrants in a private placement . I The transactions, and the accounting therefore, are Until July 2017, when we repaid the senior debentures and the subordinated notes in full with the proceeds from the sale of HN in July 2017, w . Upon extinguishment in July 2017, we recognized a loss on extinguishment of $6.6 million for the differences between (i) the $0.6 million carrying amount of the senior debentures and the $6.6 million face value paid and (ii) the $5.3 million carrying amount of the subordinated notes and the $6.0 million face value paid. In February 2017, we used the net proceeds from the senior debenture private placement, discussed further in Note 9, to pay in full the outstanding senior revolving loan and the senior term loan. The note payable to the seller bears interest at 6.8% and is due November 2019. We paid an installment on the note payable to the seller in January 2019. |
EQUITY, SHARE-BASED COMPENSATIO
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS [Abstract] | |
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS | NOTE 9. EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS 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. Our board of directors, without further action or vote by holders of our common stock, has the right to establish the terms, preference, rights and restrictions and issue shares of preferred stock. We previously designated and issued six series of preferred stock of which no shares remain outstanding. In addition, we designated and issued a seventh series of preferred stock, 2,000 shares of Series G in 2017, of which 405 shares remain outstanding as of December 31, 2018. The Series G preferred stock is non-voting and may be converted into 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. Series F preferred stock is no longer outstanding. The Series F preferred stock was non-voting and could be converted into shares of our common stock at the holder’s election at any time, subject to certain beneficial ownership limitations, at a ratio of 1 preferred share for 666.66666 shares of common stock. The Series F preferred stock was only entitled to receive dividends if we declared dividends, in which case the dividend was to be paid (i) first an amount equal to $0.01 per share of preferred stock and (ii) then to and in the same form as dividends paid on shares of our common stock. Otherwise, the Series F preferred stock had no liquidation or other preferences over our common stock. Share-based compensation expenses related to stock options, stock and restricted stock units issued to employees and directors are included in selling, general and administrative expenses. The following table provides a detail of share-based compensation expense (in thousands). Years Ended December 31 2018 2017 Stock options $ 132 $ 176 Common stock, vested at issuance and nonvested at issuance 476 744 Restricted stock units 102 27 Compensation expense related to common stock awards issued under equity incentive plans $ 710 $ 947 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 the right 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 a derivative warrant liability, and preferred stock issued between June 2015 and March 2017, Warrants The following table summarizes information related to outstanding warrants: December 31, 2018 December 31, 2017 Range of Exercise Prices Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants, Exercisable Cashless Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) (1 ) $ 0.96 6,945,994 $ 0.96 3.1 3,774,344 12,972,832 $ 0.96 4.1 $ 1.60 - NA NA - 300,000 1.60 2.4 $ 2.00 50,000 2.00 4.1 - 2,660,000 2.00 3.6 $ 3.30 600,000 3.30 0.3 - - NA NA $ 5.25 to $5.87 2,571,670 5.34 0.5 384,536 3,156,670 5.33 1.7 $ 6.55 to $16.80 85,050 6.63 0.5 85,050 2,067,771 6.61 1.0 10,252,714 $ 2.25 2.3 4,243,930 21,157,273 $ 2.30 3.4 (1) Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. The shares listed represent the shares holders could exercise cashless as of December 31, 2018. If we register for resale the shares subject to warrants, the holders of some of the warrants may no longer have the right to elect a cashless exercise. Should we fail to maintain a registration statement for the resale of shares under certain other warrants, the shares under those warrants may again become exercisable using a cashless exercise feature. The following table summarizes warrant activity. 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, January 1, 2017 6,364,110 $ 5.77 2.44 4,474,868 $ 1.82 3.3 Issued 25,000 0.96 5.01 11,783,163 0.96 5.0 Impact of repricing senior 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 14,768,163 1.16 4.8 (14,768,163 ) 1.16 4.8 Exercised - NA NA (2,327,919 ) 0.96 - Outstanding, December 31, 2017 21,157,273 2.30 3.4 - NA NA Issued 315,000 4.73 NA - NA NA Impact of warrant modification: Prior to modifcation (850,000 ) 5.27 1.6 - NA NA After modification 600,000 3.30 0.6 - NA NA Exercised cashless (300,000 ) 1.60 1.8 - NA NA Exercised for cash (8,686,838 ) 1.28 3.6 - NA NA Expired (1,982,721 ) 6.61 - - NA NA Outstanding, December 31, 2018 10,252,714 $ 2.25 2.3 - NA NA Exercisable, December 31, 2018 10,252,714 $ 2.25 2.3 - NA NA 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. In the fourth quarter of 2017, we issued 968,491 shares of common stock upon conversion of 499 shares of Series F preferred stock and 670 shares of Series G preferred stock. In third quarter of 2017, we issued 2,111,188 shares of common stock upon conversion of 2,186 shares of Series F preferred stock and 689 shares of Series G preferred stock. In 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. We reclassified the $1.2 million carrying value of the related preferred stock to common stock in 2017. In the fourth quarter of 2018, we issued 213,523 shares of common stock upon conversion of 225 shares of Series G preferred stock. We reclassified the $0.1 million carrying value of the related preferred stock to common 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 of 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 two warrants increased from 1,489,868 shares to 2,327,919 shares. The holder of the warrants subsequently converted the warrants in cashless transactions and recorded a $0.1 million loss on the conversions equal to the difference between the fair value of the liabilities and the fair values of the common stock on the dates of the conversions. In the three months ended September 30, 2017, the holder converted one warrant for the purchase of 781,252 shares of common stock (exercise price of $0.96 per share) and we issued 103,008 shares of common stock based on the fair value at the date of exercise Other Warrant Issuances, Modifications and Exercises 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. In the three months ended March 31, 2018, warrant holders exercised for $1.8 million cash, 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 three months ended June 30 2018, warrant holders exercised for $3.9 million, at $0.96 per share, warrants for the purchase of 4,092,077 shares of common stock. In the three months ended September 30, 2018, warrant holders exercised for $5.3 million cash, at $2.00 per share, warrants for the purchase of 2,660,000 shares of common stock. In the three months ended December 31, 2018, warrant holders exercised for $0.1 million cash, at $0.96 per share, warrants for the purchase of 106,762 shares of common stock. In addition, in the three months ended September 30, 2018, a warrant holder cashless exercised a warrant for the purchase of 300,000 shares of common stock at an exercise price of $1.60 per share and we issued 139,392 shares of common stock based on the fair value at the date of exercise of $2.63 per share. In the three months ended September 30, 2018, we modified certain warrants for the purchase of 850,000 shares, at an exercise price of $5.27 per share which were to expire in April 2020. As modified, the warrants are now for the purchase of 600,000 shares, at an exercise price of $3.30 per share and expire in April 2019. The fair value of the warrants immediately before the modification equaled the fair value of the warrants immediately after the modification and, therefore, no gain or loss was recorded. Other Common Stock Issuances In the three months ended December 31, 2018, we issued: · 1,666,667 shares of common stock in connection with the acquisition of Golden Ridge, discussed further in Note 4. · 11,217 shares of common stock to a director with a fair value at issuance of $2.82 per share. The shares vest the earlier of June 2019 or one day prior to our next annual meeting of shareholders. · 6,945 shares of common stock to a consultant at a grant date fair value of $2.89 per share. In the three months ended September 30, 2018, we issued 7,188 shares of common stock to a consultant at a grant date fair value of $2.83 per share. In the three months ended June 30, 2018, we issued 208,855 shares of common stock to directors with an average fair value at issuance of $1.78. The shares vest the earlier of June 2019 or one day prior to our next annual meeting of shareholders. 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 27,882 shares of common stock to a consultant with an average fair value at issuance of $1.42 per share. In the three months ended December 31, 2017, we issued 15,288 shares of common stock to a consultant at a grant date fair value of $1.31 per share. In the three months ended September 30, 2017, we issued: · 35,336 shares of common stock to a director with a fair value at issuance of $1.09 per share. The shares vested in June 2018. · 25,814 shares of common stock to a consultant at a grant date fair value of $1.12 per share · and sold 2,654,732 shares of common stock for $1.08 per share. The net proceeds from the offering of $2.8 million, after deducting commissions and other cash offering expenses of $0.1 million, are included in common stock. We used the proceeds for general corporate purposes. · we issued 57,230 shares of common stock to employees and a consultant with a fair value at issuance of $1.07 per share. In the three months ended June 30, 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. · 345,205 shares of common stock to our directors at a grant date fair value of $0.90 per share. The stock awards vested in June 2018 or one day before the date of the next annual shareholder meeting. In the three months ended March 31, 2017, we issued: · 108,696 shares of our common stock to a former employee, in lieu of paying $100,000 cash for a 2016 bonus. · 28,157 shares of common stock to a consultant at a grant date fair value of $0.84 per share. Equity Incentive Plan Our board of directors adopted our 2014 Equity Incentive Plan (2014 Plan) in August 2014, after the plan was approved by shareholders. A total of 1,600,000 shares of common stock were initially reserved for issuance under the plan. In June 2017, shareholders approved a 1,700,000 increase in the authorized shares issuable under the 2014 Plan. Options A summary of stock option activity follows. Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2017 170,811 $ 8.83 7.2 Granted 481,500 0.79 10.0 Forfeited , expired, or cancelled (12,652 ) 3.62 8.1 Outstanding, December 31, 2017 639,659 2.91 8.5 Granted 653,873 2.25 10.0 Exercised (32,500 ) NA NA Forfeited (310,305 ) 1.28 8.5 Outstanding, December 31, 2018 950,727 $ 3.06 8.5 As of December 31, 2018, outstanding stock options had an intrinsic value of $0.9 million, the weighted average remaining vesting period of options outstanding was 3.6 years and unrecognized option compensation cost was $0.9 million. The intrinsic value of options exercised in 2018 was $0.1 million. The average fair value of stock options granted was $1.5 per share in 2018 and 2.68 in 2017. The following are the assumptions used in valuing the 2018 and 2017 stock option grants: Years ended December 31 2018 2017 Assumed volatility 75% - 81 % 85% - 87 % (78% weighted average) (87% weighted average) Assumed risk free interest rate 2.2% - 2.8 % 1.8% - 2.0 % (2.5% weighted average) (2.0% weighted average) Average expected life of options (in years) 6.2 6.2 (6.2 weighted average) (6.2 weighted average) Expected dividends - - The following table summarizes information related to outstanding and exercisable stock options as of December 31, 2018: Outstanding Exercisable Range of Exercise Prices Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 0.76 to $0.91 247,578 $ 0.83 8.3 123,453 $ 0.81 8.2 $ 1.09 to $1.98 184,165 1.40 9.0 11,500 1.50 7.9 $ 2.86 to $2.97 391,250 2.87 9.6 16,250 2.97 6.6 $ 3.47 34,790 3.47 6.5 34,790 3.47 6.5 $ 4.27 to $4.77 45,243 4.60 5.6 45,209 4.60 5.6 $ 16.00 to $74.00 47,701 20.83 3.0 47,701 20.83 3.0 950,727 $ 3.06 8.5 278,903 $ 5.33 6.6 In the fourth quarter of 2018, we issued options to employees for the purchase of up to 375,000 shares of common stock at an exercise price of $2.86 per share and a grant date fair value of $1.90 per share. The options vest and become exercisable in four equal annual installments beginning in October 2019. In the third quarter of 2018, employees exercised for cash, options for the purchase of up to 32,500 shares of common stock at an exercise price of $0.85 per share. In first quarter of 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. Restricted Stock Units RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) (a) Nonvested at January 1, 2017 - $ - - Granted 1,175,000 188 3.6 Expensed (27 ) Nonvested at December 31, 2017 1,175,000 161 3.0 Granted 1,045,000 724 2.6 Cancelled (705,000 ) (31 ) Forfeited (300,000 ) (69 ) Expensed (102 ) Nonvested at December 31, 2018 1,215,000 $ 683 2.3 In October 2018, we issued restricted stock units (RSUs), In late June 2017, we issued 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. The RSU’s shares vested as to (i) 117,500 shares if the vesting price equaled or exceeded $5.00 per share, (ii) 352,500 shares if the vesting price equaled or exceeded $10.00 per share and (iv) 705,000 shares if the vesting price equaled or exceeded $15.00 per share. In January 2018, the portion of the June 2017 RSUS related to the $15.00 per share target vesting price were cancelled. In June 2018 and July 2018, RSUs for a total of 170,000 shares and 130,000 shares were forfeited. After these forfeitures, and as of December 31, 2018, the remaining 170,000 shares under the June 2017 RSU grant vest as to (i) 42,500 shares if the vesting price equals or exceeds $5.00 per share, (ii) 127,500 shares if the vesting price equals or exceeds $10.00 per share. Nonvested Stock Shares Issued to Employees and Directors Weighted Average Grant Date Fair Value (in thousands) Weighted Average Remaining Vesting (Years) Unrecognized Stock Compensation (in thousands) (a) Nonvested at January 1, 2017 256,839 $ 2.44 $ 265 0.7 $ 285 Granted 380,541 0.92 349 Vested (252,636 ) (b) 2.42 220 Nonvested at December 31, 2017 384,744 0.94 569 0.5 176 Granted 220,072 1.83 403 Vested (410,851 ) (c) 1.00 661 Nonvested at December 31, 2018 193,965 (d) $ 1.84 $ 582 0.5 $ 173 (a) Represents pre-tax fair value, based on our closing stock prices, which would have been received by the holders of the stock had all such holders sold their underlying shares on the date indicated, the dates of grant or the dates of vesting, as applicable. (b) Includes 73,608 shares, for which vesting was accelerated in June 2017, based on the terms of a severance agreement. (c) Includes 26,107 shares, for which vesting was accelerated in December 2018. (d) Excludes 850,744 shares, issued to a supplier, nonvested and unearned as of December 31, 2018. In February 2016, we issued 950,000 shares of common stock to the 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, 99,256 shares have been released from escrow (39,964 in 2018 and 48,509 in 2017). We may recall any shares remaining in escrow as of February 8, 2026. Any recalled shares will be cancelled. Subsequent Issuances In January and February 2019, we issued options to employees and a consultant for the purchase of up to 188,662 shares of common stock at an average exercise price of $3.25 per share and an average grant date fair value of $2.04 per share. The options vest and become exercisable in four equal annual installments beginning in January and February 2020. In January 2019, we issued 30,887 shares of common stock to employees with a fair value at issuance of $3.22 per share. In January 2019, we issued 170,818 shares of common stock upon conversion of 180 shares of Series G preferred stock. We reclassified the $0.1 million carrying value of the related preferred stock to common stock. In March 2019, we issued and sold 3,046,668 shares of common stock for $3.00 per share and issued a prefunded warrant exercisable into 1,003,344 shares of common stock for $2.99 per share with an exercise price of $0.01 per share. The warrant is exercisable upon shareholder approval and expires in March 2029. The net proceeds from the offering total $12.1 million, after deducting commissions and other cash offering expenses of $0.1 million. In March 2019, warrant holders exercised for cash, warrants for the purchase of up to 600,000 shares of common stock at an exercise price of $3.30 per share. The exercised warrants had expiration dates in April 2019. Additionally, in March 2019, warrants for the purchase of up to 950,614 shares of common stock at an exercise price of $5.25 per share expired. In March 2019, a consultant exercised for cash, options for the purchase of 18,750 shares of common stock at an exercise price of $0.85 per share and options for the purchase of 58,328 shares of common stock at an exercise price of $0.76 per share. The options exercised had a remaining life of 8.3 and 8.2 years respectively, as of December 31, 2018. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 10. INCOME TAXES 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 Cut an Jobs Act or TCJA ). The Tax Act reduces the U.S. federal corporate tax rate to a maximum of 21 percent, eliminates corporate Alternative Minimum Tax, modified rules for expensing capital investment, limits the deduction of interest expense for certain companies and has international tax consequences for companies that operate internationally. The Tax Act contains several base broadening provisions that became effective on January 1, 2018, that did not have a material impact on 2018 earnings. ASC 740, Income Taxes Deferred tax asset (liability) is comprised of the following (in thousands): December 31 2018 2017 Net operating loss carryforwards $ 4,541 $ 5,560 Capital loss - 7,030 Stock options and warrants 214 322 Property 299 499 Intangible assets 94 89 Capitalized expenses 86 142 Other 164 230 Net deferred tax assets 5 ,398 13,872 Less: Valuation allowance ( 5,398 ) (13,872 ) Deferred tax asset (liability) $ - $ - Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. In accordance with ASC 740-10, deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets can be affected by, among other things, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, our experience with utilizing operating losses and tax credit carryforwards by jurisdiction, and tax planning alternatives that may be available. We have determined it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, we have provided a valuation allowance for deferred tax assets. The following table summarizes the change in the valuation allowance (in thousands ): Years Ended December 31 2018 2017 Vaulation allowances at beginning of year $ 13,872 $ 10,510 Net operating loss 1, 920 4,358 Expiration of net operating losses and limitations ( 9,939 ) 2,353 Effect of federal rate reduction from 34% to 21% - (7,079 ) Capital loss from redemption of Nutra SA interests - 11,058 Adjustment to Deferred Taxes (321 ) - Impact of state tax rate change (146 ) - Other adjusments 12 (1,384 ) Change in valuation allowance, before transfer (8,474 ) 9,306 Transferred from discontinued operations - (5,944 ) Valuation allowances at end of year $ 5,398 $ 13,872 As of December 31, 2018, net operating loss (NOL) carryforwards for U.S. federal tax purposes totaled $ 18.5 22 Effective with the 2017 Tax Act in December 2017, all net operating losses generated after December 31, 2017 will no longer expire. The amount of the total federal net operating loss that has an indefinite life is $8.6 million. We experienced several ownership changes as defined in IRC Section 382(g) as a result of offerings and conversions that occurred in 2013 and 2014 and a new shareholder obtaining a greater than 5% interest in the value our equity in September 2017. Our ability to utilize previously accumulated net operating loss carryforwards is subject to substantial annual limitations due to change in ownership provisions of the Internal Revenue Code of 1986, as amended, and similar state regulations. In general, the annual limitation is equal to the value of the stock of the corporation immediately before the ownership change, multiplied by the long-term tax-exempt rate for the month in which the ownership change occurs. Any unused annual limitation may generally be carried over to later years until the NOL carryforwards expire. We completed a formal analysis for the taxable year 2017 to determine the amount of annual limitation on net operations loss carryforwards prior to utilization. The study resulted in a substantial annual limitation on utilization of net operating loss carryforwards generated before September 13, 2017. Accordingly, we have reduced our net operating loss carryforwards by $13.7 million to reflect these limitations. On November 28, 2017, Nutra S.A. LLC (Nutra SA) redeemed our entire membership interest in Nutra SA which resulted in generating a capital loss of $29.6 million for federal tax purposes. Of this, $23.6 million is subject to IRC Section 382 annual limitation of $0.3 million. We have determined it is more likely than not that all of the capital loss subject to IRC Section 382 limitation will expire unused. Accordingly, we are not recognizing the deferred tax asset associated with the IRC Section 382 limited capital loss. We are subject to taxation in the U.S. federal jurisdiction and various state and local jurisdictions. We record liabilities for income tax contingencies based on our best estimate of the underlying exposures. We are open for audit by the IRS for years after 2014 2013 Reconciliations between the amounts computed by applying the U.S. federal statutory tax rate to loss before income taxes, and income tax expense (benefit) follows (in thousands): Years Ended December 31 2018 2017 Income tax benefit at federal statutory rate $ (1, 692 ) $ (5,173 ) Increase (decrease) resulting from: State tax benefit, net of federal tax effect (184 ) (400 ) Effect of U.S federal rate reduction from 34% to 21% - 7,079 Effect of change in state tax rate 146 - Change in valuation allowance (8,474 ) 9,306 Capital loss on redemption of Nutra SA interests - (11,058 ) Reduction in deferred balances for forfeited, expired or cancelled options - 317 Expirations of net operating losses & application of IRC 382 limitation 9,939 (310 ) Nontaxable fair value adjustment - (234 ) Nondeductible expenses - 55 Allocated from discontinued operations - (5,046 ) Adjustments to deferreds 321 - Other (11 ) 434 Tax provision expense (benefit) $ 45 $ (5,030 ) We recognize interest and penalties related to uncertain tax positions in selling, general and administrative expenses. We have not identified any uncertain tax positions requiring a reserve as of December 31, 2018 or 2017. We do not expect that the total amount of unrecognized tax benefits will materially change over the next twelve / . |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2018 | |
FAIR VALUE MEASUREMENT [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 11. FAIR VALUE MEASUREMENT The fair value of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable approximates their carrying value due to shorter maturities. As of December 31, 2018 , 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. Warrants accounted for as derivative liabilities were valued using the lattice model each reporting period and the resultant change in fair value is recorded in net income (loss). The lattice model required 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 was determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. 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 Year Total Realized and Unrealized Issuance of New Instruments Reclassify to Equity Conversion to Common Stock Fair Value, at End of Year Gains on Instruments Still Held 2017, derivative warrant liabilities $ (1,527 ) $ 669 $ (7,917 ) $ 7,980 $ 795 $ - $ - (1) Included in change in fair value of derivative warrant liabilities in net income (loss). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12. 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. Operating Leases We lease certain properties under various operating lease arrangements that expire over the next 14 years. We incurred rent expense of $0.5 million in 2018 and $0.4 million in 2017. Future minimum payments under these operating lease commitments as of December 31, 2018, are as follows (in thousands): 2019 $ 519 2020 525 2021 536 2022 548 2023 528 Thereafter 1,897 Total minimum lease payments $ 4,553 In March 2018, we entered into a triple net lease for approximately 5,380 square feet of office space in The Woodlands, Texas. We took possession of the space in May 2018. The initial term of the lease is sixty-five months and rent was abated for the first five months. Minimum monthly base rents total $0.1 million per year during the initial term of the lease. 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. Our operating leases generally provide for rents which escalate over time and rents are payable monthly or annually. Legal Matters 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 | 12 Months Ended |
Dec. 31, 2018 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13. 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 9 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 2017, we paid $0.2 million of interest on the subordinated notes and expensed $0.1 million of interest on the subordinated notes. In March 2019, we issued and sold to Continental Grain Company (CGC) 666,667 shares of common stock and a pre-funded warrant exercisable into 1,003,344 shares of common stock for $2.99 per, share at an exercise price of $0.01 per share. In September 2017, we issued and sold 2,654,732 shares of common stock to CGC. Our director, Ari Gendason is an employee and senior vice president and chief investment officer of CGC. As of the date of this filing, CGC owns approximately 19% of our outstanding common stock. We have a greed that in connection with each annual or special meeting of our shareholders at which members of our board of directors are to be elected, or any written consent of our shareholders pursuant to which members of the board of directors are to be elected, CGC shall have the right to designate one nominee to our board of directors. In July 2016, we entered into an agreement with (i) LF-RB Management, LLC, Stephen D. Baksa, Richard Bellofatto, Edward M. Giles, Michael Goose, Gary L. Herman, Larry Hopfenspirger and Richard Jacinto II (collectively, the LF-RB Group) and (ii) our directors Beth Bronner, Ari Gendason and Brent Rosenthal (together with the LF-RB Group, the Shareholder Group). The LF-RB Group beneficially owns approximately 9.9% of our outstanding stock. Among other things, under the agreement we paid the LF-RB Group $50,000 in cash and issued 100,000 shares of our common stock to the LF-RB Group for out-of-pocket legal fees and other expenses incurred by the LF-RB Group in connection with its solicitation of proxies to elect its designees to our board at the 2016 annual meeting of shareholders. In addition, the agreement requires that until December 31, 2018, we nominate directors Beth Bronner, Ari Gendason and Brent Rosenthal for election to our board of directors and recommend that our shareholders vote to elect these individuals to our board of directors. The Shareholder Group agreed, until December 31, 2018, to vote their respective shares of common stock in accordance with the recommendations of our board of directors. |
EMPLOYEE TRANSACTIONS
EMPLOYEE TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
EMPLOYEE TRANSACTIONS [Abstract] | |
EMPLOYEE TRANSACTIONS | NOTE 14. EMPLOYEE TRANSACTIONS Wayne Wilkison, our employee, and former owner of Golden Ridge, owns various farms and a freight company with which we conduct business. During 2018, between the November 28, 2018 acquisition of Golden Ridge and December 31, 2018, we paid $0.2 million to these entities. As of December 31, 2018, $1.9 million was included in commodities payable for amounts owed to these entities. The note payable to seller of Golden Ridge, described further in Note 3, is payable to Wayne Wilkison. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15. SUBSEQUENT EVENTS On April 1, 2019, the Company and MGI Grain Processing, LLC, a Minnesota limited liability company (MGI), entered into an Asset Purchase Agreement (the “Purchase Agreement”) whereby the Company will purchase substantially all assets and assume certain liabilities of MGI for the aggregate purchase price equal to $3,500,000. MGI owns and operates a grain mill and processing facility and the assets includes the physical assets, real property located in East Grand Forks, Minnesota, intellectual property and goodwill of MGI. he closing remains subject to certain closing conditions. The Company and MGI expect the closing of the Purchase Agreement to occur on or about April 4, 2019 subject to the satisfaction of such closing conditions. |
BUSINESS AND SUMMARY OF SIGNI_2
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts |
Inventories | Inventories – |
Property and Equipment | Property and Equipment We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. |
Goodwill | Goodwill – Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform a quantitative two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The quantitative two-step goodwill impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. Multiple valuation techniques can be used to assess the fair value of the reporting unit. All of these techniques include the use of estimates and assumptions that are inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both. |
Revenue Recognition | Revenue Recognition 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 consolidated balance sheets and require payment on a short-term basis. . consolidated Revenues recognized in 2018 include less than $0.1 million 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. As of December 31, 2018, we have $0.1 million of contract liabilities recorded. 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. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses |
Research and Development | Research and Development |
Share-Based Compensation | Share-Based Compensation – For awards of nonvested stock, share-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Compensation expense related to service-based awards are recognized on a straight-line basis over the requisite service period for the entire award. For restricted stock units, share-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Compensation expense related to service-based awards is recognized on a straight-line basis over the requisite service period for the entire award. We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally, we value stock options granted to non-employees and consultants using the Black-Scholes-Merton valuation model and stock at the fair value of the award. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The expense associated with stock awards issued to consultants or other third parties are recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The value is re-measured each reporting period over the requisite service period. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that may be different from current estimates of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when it is determined that the liabilities are no longer necessary. 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 Cuts and Jobs Act or TCJA). The TCJA permanently reduces the U.S. federal corporate tax rate from a maximum 35% to 21%, eliminates corporate Alternative Minimum Tax, modified rules for expensing capital investment, limits the deduction of interest expense for certain companies and has international tax consequences for companies that operate internationally. Most of the changes introduced in the TCJA are effective beginning on January 1, 2018. |
Recent Accounting Guidance | Recent Accounting Guidance Recent accounting standards not yet adopted The following represent the standards not yet adopted that will, or are expected to, result in a significant change in practice and/or have a significant financial impact on us. In February 2016, the Financial Accounting Standards Board (FASB) issued guidance which changes the accounting for leases, , Leases In June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” Recently adopted accounting standards In May 2014, the 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. 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 above . |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ACQUISITIONS [Abstract] | |
Identified Assets Acquired and Liabilities Assumed Based on Estimated Fair Value | The following table summarizes the preliminary 1,666,667 shares of common stock, at fair value of $3.00 per share at Closing $ 5,000 Golden Ridge financial liabilities paid for the seller 2,661 Cash 250 Note payable to seller 609 Working Capital Adjustment Receivable (1,147 ) Total fair value of consideration transferred 7,373 Cash 409 Accounts Receivable 1,587 Inventories 103 Property and equipment 5,092 Accounts Payable (222 ) Commodities Payable (2,559 ) Accrued Expenses (12 ) Equipment Notes (203 ) Net recognized amounts of identifiable assets acquired 4,195 Goodwill $ 3,178 |
Pro Forma Financial Information | Years Ended December 31 2018 2017 Revenues $ 30,289 $ 24,955 Net loss from continuing operations $ (10,601 ) $ (10,363 ) Net loss per share attributable to common shareholders $ (0.45 ) $ (0.40 ) Weighted average number of common shares outstanding - Basic and Diluted 23,615,131 13,590,590 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 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). 2017 HN Nutra SA Total Revenues $ 9,902 $ 12,209 $ 22,111 Cost of goods sold (6,651 ) (12,517 ) (19,168 ) Selling, general and administrative expenses (462 ) (3,188 ) (3,650 ) Other income (expense) - (1,224 ) (1,224 ) Income (loss) from operations, before income taxes 2,789 (4,720 ) (1,931 ) Income tax expense (1,048 ) - (1,048 ) Income (loss) from operations, net of tax 1,741 (4,720 ) (2,979 ) Gain (loss) on sale or disposition 12,883 (1,897 ) 10,986 Income tax benefit (expense) (4,719 ) 695 (4,024 ) Gain (loss) on sale or disposition, net of tax 8,164 (1,202 ) 6,962 Income (loss) from discontinued operations, net of tax $ 9,905 $ (5,922 ) $ 3,983 Net cash provided by (used in) operating activities $ 2,403 $ (1,152 ) $ 1,251 Net cash used in investing activities 16,693 (692 ) 16,001 Net cash provided by (used in) financing activities (52 ) 1,114 1,062 Effect of exchange rate changes on cash and cash equivalents - 154 154 Net cash provided by (used in) continuing operations $ 19,044 $ (576 ) $ 18,468 Depreciation included in cost of goods sold $ 96 $ 897 $ 993 Depreciation included in selling, general and administrative expenses 49 56 105 Capital expenditures 18 142 160 |
Healthy Natural [Member] | |
DISCONTINUED OPERATIONS [Abstract] | |
Assets and Liabilities Classified as Held for Sale | The following table summarizes the carrying amount of HN as of the July 14, 2017 sale (in thousands). Accounts receivable, net $ 871 Inventories 1,987 Other current assets 47 Property and equipment 871 Intangible 791 Other 24 Assets 4,591 Accounts payable 759 Accrued expenses 290 Liabilities 1,049 Net assets sold $ 3,542 |
Nutra SA [Member] | |
DISCONTINUED OPERATIONS [Abstract] | |
Assets and Liabilities Classified as Held for Sale | The following table summarizes the estimated carrying amount of the Nutra SA net liabilities disposed as of the November 28, 2017, disposal date and the components of the Nutra SA loss on disposal (in thousands). Cash $ 20 Accounts receivable, net 653 Inventories 630 Other current assets 413 Property and equipment 10,070 Other 1,435 Accounts payable (2,560 ) Accrued expenses (7,878 ) Debt (7,345 ) Net liabilities disposed (4,562 ) Foreign curency translation adjustment 4,218 Redeemable noncontrolling interest 1,663 Payments to purchaser at disposal 540 Other 37 Loss on disposal of Nutra SA 1,896 Income tax benefit (694 ) Loss on disposal of Nutra SA, net of tax $ 1,202 |
INCOME (LOSS) PER SHARE (EPS) (
INCOME (LOSS) PER SHARE (EPS) (Tables) | 12 Months Ended |
Dec. 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. Years Ended December 31 2018 2017 NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (8, 101 ) $ (10,185 ) Dividend on preferred stock--beneficial conversion feature - (778 ) Basic and diluted - adjusted loss from continuing operations $ (8, 101 ) $ (10,963 ) DENOMINATOR (in thousands): Basic EPS - weighted average number of common shares outstanding 22,099,149 11,923,923 Effect of dilutive securities outstanding - - Diluted EPS - weighted average number of shares outstanding 22,099,149 11,923,923 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 911,264 514,961 Warrants 16,383,944 21,588,045 Convertible preferred stock 581,680 2,529,872 Restricted stock units 623,603 601,986 Weighted average number of nonvested shares of common stock not included in diluted EPS because effect would be antidilutive 1,169,986 1,249,234 |
CONCENTRATION OF RISK (Tables)
CONCENTRATION OF RISK (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
CONCENTRATION OF RISK [Abstract] | |
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 C D % of revenue, 2018 17 % 14 % 1 % 4 % % of revenue, 2017 17 % 14 % 0 % 0 % % of accounts receivable, as of December 31, 2018 13 % 0 % 16 % 14 % % of accounts receivable, as of December 31, 2017 25 % 0 % 0 % 0 % |
Revenues by Geographic Area | The following table presents revenues by geographic area shipped to (in thousands). Years Ended December 31 2018 2017 United States $ 13,469 $ 12,196 Other international 1,293 1,159 Revenues $ 14,762 $ 13,355 |
Revenues by Product Line | T Years Ended December 31 2018 2017 Food $ 8,600 $ 7,525 Animal nutrition 6,162 5,830 Revenues $ 14,762 $ 13,355 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Property and Equipment | December 31 2018 2017 Estimated Useful Lives Land $ 585 $ 237 Furniture and fixtures 430 311 5-7 years Plant 8,613 6,580 30 years, or life of lease Computer and software 1,295 1,207 3-5 years Leasehold improvements 681 274 4-7 years or life of lease Machinery and equipment 13,528 8,677 5-10 years Property and equipment, cost 25,132 17,286 Less accumulated depreciation 10,122 9,436 Property and equipment, net $ 15,010 $ 7,850 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
DEBT [Abstract] | |
Future Principal Maturities of Debt Outstanding | Future principal maturities of debt outstanding December 31, 2018, are as follows (in thousands): Equipment Notes Capital Lease Obligations Note Payable to Seller Total Debt 2019 $ 32 $ 45 $ 609 $ 686 2020 22 48 - 70 2021 23 32 - 55 2022 14 6 - 20 Total $ 91 $ 131 $ 609 $ 831 |
EQUITY, SHARE-BASED COMPENSAT_2
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS [Abstract] | |
Share-based Compensation Expenses Included in Selling, General and Administrative Expenses | The following table provides a detail of share-based compensation expense (in thousands). Years Ended December 31 2018 2017 Stock options $ 132 $ 176 Common stock, vested at issuance and nonvested at issuance 476 744 Restricted stock units 102 27 Compensation expense related to common stock awards issued under equity incentive plans $ 710 $ 947 |
Information Related to Outstanding Warrants | The following table summarizes information related to outstanding warrants: December 31, 2018 December 31, 2017 Range of Exercise Prices Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants, Exercisable Cashless Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) (1 ) $ 0.96 6,945,994 $ 0.96 3.1 3,774,344 12,972,832 $ 0.96 4.1 $ 1.60 - NA NA - 300,000 1.60 2.4 $ 2.00 50,000 2.00 4.1 - 2,660,000 2.00 3.6 $ 3.30 600,000 3.30 0.3 - - NA NA $ 5.25 to $5.87 2,571,670 5.34 0.5 384,536 3,156,670 5.33 1.7 $ 6.55 to $16.80 85,050 6.63 0.5 85,050 2,067,771 6.61 1.0 10,252,714 $ 2.25 2.3 4,243,930 21,157,273 $ 2.30 3.4 (1) Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. The shares listed represent the shares holders could exercise cashless as of December 31, 2018. If we register for resale the shares subject to warrants, the holders of some of the warrants may no longer have the right to elect a cashless exercise. Should we fail to maintain a registration statement for the resale of shares under certain other warrants, the shares under those warrants may again become exercisable using a cashless exercise feature. |
Warrant Activity | The following table summarizes warrant activity. 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, January 1, 2017 6,364,110 $ 5.77 2.44 4,474,868 $ 1.82 3.3 Issued 25,000 0.96 5.01 11,783,163 0.96 5.0 Impact of repricing senior 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 14,768,163 1.16 4.8 (14,768,163 ) 1.16 4.8 Exercised - NA NA (2,327,919 ) 0.96 - Outstanding, December 31, 2017 21,157,273 2.30 3.4 - NA NA Issued 315,000 4.73 NA - NA NA Impact of warrant modification: Prior to modifcation (850,000 ) 5.27 1.6 - NA NA After modification 600,000 3.30 0.6 - NA NA Exercised cashless (300,000 ) 1.60 1.8 - NA NA Exercised for cash (8,686,838 ) 1.28 3.6 - NA NA Expired (1,982,721 ) 6.61 - - NA NA Outstanding, December 31, 2018 10,252,714 $ 2.25 2.3 - NA NA Exercisable, December 31, 2018 10,252,714 $ 2.25 2.3 - NA NA |
Stock Option Activity | A summary of stock option activity follows. Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2017 170,811 $ 8.83 7.2 Granted 481,500 0.79 10.0 Forfeited , expired, or cancelled (12,652 ) 3.62 8.1 Outstanding, December 31, 2017 639,659 2.91 8.5 Granted 653,873 2.25 10.0 Exercised (32,500 ) NA NA Forfeited (310,305 ) 1.28 8.5 Outstanding, December 31, 2018 950,727 $ 3.06 8.5 |
Weighted-average Assumptions Used in Valuing Stock Options | The following are the assumptions used in valuing the 2018 and 2017 stock option grants: Years ended December 31 2018 2017 Assumed volatility 75% - 81 % 85% - 87 % (78% weighted average) (87% weighted average) Assumed risk free interest rate 2.2% - 2.8 % 1.8% - 2.0 % (2.5% weighted average) (2.0% weighted average) Average expected life of options (in years) 6.2 6.2 (6.2 weighted average) (6.2 weighted average) Expected dividends - - |
Information Related to Outstanding and Exercisable Options | The following table summarizes information related to outstanding and exercisable stock options as of December 31, 2018: Outstanding Exercisable Range of Exercise Prices Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 0.76 to $0.91 247,578 $ 0.83 8.3 123,453 $ 0.81 8.2 $ 1.09 to $1.98 184,165 1.40 9.0 11,500 1.50 7.9 $ 2.86 to $2.97 391,250 2.87 9.6 16,250 2.97 6.6 $ 3.47 34,790 3.47 6.5 34,790 3.47 6.5 $ 4.27 to $4.77 45,243 4.60 5.6 45,209 4.60 5.6 $ 16.00 to $74.00 47,701 20.83 3.0 47,701 20.83 3.0 950,727 $ 3.06 8.5 278,903 $ 5.33 6.6 |
RSU Activity | Restricted Stock Units RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) (a) Nonvested at January 1, 2017 - $ - - Granted 1,175,000 188 3.6 Expensed (27 ) Nonvested at December 31, 2017 1,175,000 161 3.0 Granted 1,045,000 724 2.6 Cancelled (705,000 ) (31 ) Forfeited (300,000 ) (69 ) Expensed (102 ) Nonvested at December 31, 2018 1,215,000 $ 683 2.3 Nonvested Stock Shares Issued to Employees and Directors Weighted Average Grant Date Fair Value (in thousands) Weighted Average Remaining Vesting (Years) Unrecognized Stock Compensation (in thousands) (a) Nonvested at January 1, 2017 256,839 $ 2.44 $ 265 0.7 $ 285 Granted 380,541 0.92 349 Vested (252,636 ) (b) 2.42 220 Nonvested at December 31, 2017 384,744 0.94 569 0.5 176 Granted 220,072 1.83 403 Vested (410,851 ) (c) 1.00 661 Nonvested at December 31, 2018 193,965 (d) $ 1.84 $ 582 0.5 $ 173 (a) Represents pre-tax fair value, based on our closing stock prices, which would have been received by the holders of the stock had all such holders sold their underlying shares on the date indicated, the dates of grant or the dates of vesting, as applicable. (b) Includes 73,608 shares, for which vesting was accelerated in June 2017, based on the terms of a severance agreement. (c) Includes 26,107 shares, for which vesting was accelerated in December 2018. (d) Excludes 850,744 shares, issued to a supplier, nonvested and unearned as of December 31, 2018. In February 2016, we issued 950,000 shares of common stock to the 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, 99,256 shares have been released from escrow (39,964 in 2018 and 48,509 in 2017). We may recall any shares remaining in escrow as of February 8, 2026. Any recalled shares will be cancelled. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES [Abstract] | |
Deferred Tax Asset (Liability) | Deferred tax asset (liability) is comprised of the following (in thousands): December 31 2018 2017 Net operating loss carryforwards $ 4,541 $ 5,560 Capital loss - 7,030 Stock options and warrants 214 322 Property 299 499 Intangible assets 94 89 Capitalized expenses 86 142 Other 164 230 Net deferred tax assets 5 ,398 13,872 Less: Valuation allowance ( 5,398 ) (13,872 ) Deferred tax asset (liability) $ - $ - |
Summary of Change in Valuation Allowance | The following table summarizes the change in the valuation allowance (in thousands ): Years Ended December 31 2018 2017 Vaulation allowances at beginning of year $ 13,872 $ 10,510 Net operating loss 1, 920 4,358 Expiration of net operating losses and limitations ( 9,939 ) 2,353 Effect of federal rate reduction from 34% to 21% - (7,079 ) Capital loss from redemption of Nutra SA interests - 11,058 Adjustment to Deferred Taxes (321 ) - Impact of state tax rate change (146 ) - Other adjusments 12 (1,384 ) Change in valuation allowance, before transfer (8,474 ) 9,306 Transferred from discontinued operations - (5,944 ) Valuation allowances at end of year $ 5,398 $ 13,872 |
Effective Income Tax Rate Reconciliation | Reconciliations between the amounts computed by applying the U.S. federal statutory tax rate to loss before income taxes, and income tax expense (benefit) follows (in thousands): Years Ended December 31 2018 2017 Income tax benefit at federal statutory rate $ (1, 692 ) $ (5,173 ) Increase (decrease) resulting from: State tax benefit, net of federal tax effect (184 ) (400 ) Effect of U.S federal rate reduction from 34% to 21% - 7,079 Effect of change in state tax rate 146 - Change in valuation allowance (8,474 ) 9,306 Capital loss on redemption of Nutra SA interests - (11,058 ) Reduction in deferred balances for forfeited, expired or cancelled options - 317 Expirations of net operating losses & application of IRC 382 limitation 9,939 (310 ) Nontaxable fair value adjustment - (234 ) Nondeductible expenses - 55 Allocated from discontinued operations - (5,046 ) Adjustments to deferreds 321 - Other (11 ) 434 Tax provision expense (benefit) $ 45 $ (5,030 ) |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
FAIR VALUE MEASUREMENT [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 Year Total Realized and Unrealized Issuance of New Instruments Reclassify to Equity Conversion to Common Stock Fair Value, at End of Year Gains on Instruments Still Held 2017, derivative warrant liabilities $ (1,527 ) $ 669 $ (7,917 ) $ 7,980 $ 795 $ - $ - (1) Included in change in fair value of derivative warrant liabilities in net income (loss). |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Payments under Operating Lease Commitments | Future minimum payments under these operating lease commitments as of December 31, 2018, are as follows (in thousands): 2019 $ 519 2020 525 2021 536 2022 548 2023 528 Thereafter 1,897 Total minimum lease payments $ 4,553 |
LIQUIDITY AND MANAGEMENT'S PL_2
LIQUIDITY AND MANAGEMENT'S PLAN (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Liquidity and Management Plan Information [Abstract] | ||||
Increase in cash and cash equivalents | $ 800 | |||
Cash and cash equivalents | 7,044 | $ 6,203 | $ 342 | |
Net cash used in operating activities of continuing operations | (5,241) | (5,025) | ||
Proceeds from warrant exercises | $ 11,106 | $ 0 | ||
Subsequent Event [Member] | ||||
Liquidity and Management Plan Information [Abstract] | ||||
Proceeds from warrant exercises | $ 2,000 | |||
Common stock issued (in shares) | 3,046,668 | |||
Shares callable by pre-funded warrant (in shares) | 1,003,344 | |||
Gross proceeds | $ 12,100 |
BUSINESS AND SUMMARY OF SIGNI_3
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Business and Revenue Recognition (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)Location | Dec. 31, 2017USD ($) | |
Business [Abstract] | ||
Number of locations | Location | 4 | |
Number of locations in California | Location | 2 | |
Number of locations in Louisiana | Location | 1 | |
Revenue Recognition [Abstract] | ||
Unearned revenue | $ | $ 145 | $ 75 |
Income Taxes [Abstract] | ||
Federal statutory income tax rate | 21.00% | 34.00% |
Maximum [Member] | ||
Income Taxes [Abstract] | ||
Federal statutory income tax rate | 35.00% | |
ASU 2014-09 [Member] | ||
Revenue Recognition [Abstract] | ||
Contract liabilities for rebates, discounts or other forms of variable consideration | $ | $ 0 | |
ASU 2014-09 [Member] | Maximum [Member] | ||
Revenue Recognition [Abstract] | ||
Unearned revenue | $ | $ 100 |
BUSINESS AND SUMMARY OF SIGNI_4
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Recent Accounting Guidance (Details) - ASU 2016-02 [Member] - Plan [Member] $ in Millions | Dec. 31, 2018USD ($) |
Minimum [Member] | |
Recent Accounting Standards Not Yet Adopted [Abstract] | |
Right of use assets | $ 2.8 |
Lease liabilities | 3 |
Maximum [Member] | |
Recent Accounting Standards Not Yet Adopted [Abstract] | |
Right of use assets | 3.2 |
Lease liabilities | $ 3.5 |
ACQUISITIONS, Identified Assets
ACQUISITIONS, Identified Assets Acquired and Liabilities Assumed Based on Estimated Fair Value (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2018 | Jul. 31, 2018 | Dec. 31, 2018 | Oct. 31, 2018 | Dec. 31, 2017 |
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||
Goodwill | $ 3,178 | $ 0 | |||
Golden Ridge Rice Mills [Member] | |||||
Business Combination [Abstract] | |||||
Acquisition-related costs | $ 100 | ||||
Consideration Transferred [Abstract] | |||||
1,666,667 shares of common stock, at fair value of $3.00 per share at Closing | $ 5,000 | ||||
Golden Ridge financial liabilities paid for the seller | 2,661 | ||||
Cash | 250 | ||||
Note payable to seller | 609 | ||||
Working Capital Adjustment Receivable | (1,147) | ||||
Total fair value of consideration transferred | 7,373 | ||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||
Cash | 409 | ||||
Accounts Receivable | 1,587 | ||||
Inventories | 103 | ||||
Property and equipment | 5,092 | ||||
Accounts Payable | (222) | ||||
Commodities Payable | (2,559) | ||||
Accrued Expenses | (12) | ||||
Equipment Notes | (203) | ||||
Net recognized amounts of identifiable assets acquired | 4,195 | ||||
Goodwill | $ 3,178 | ||||
Number of shares issued in acquisition (in shares) | 1,666,667 | ||||
Share price (in dollars per share) | $ 3 | ||||
Details of Acquisition [Abstract] | |||||
Number of shares deposited in escrow account (in shares) | 380,952 | ||||
Escrow receivable | $ 0 | ||||
Fair value of trade receivables | $ 1,500 | ||||
Difference in gross trade receivables and fair value of trade receivables | $ 100 | ||||
Goodwill deductible period for tax purposes | 15 years | ||||
Percentage of interest on note payable | 6.00% | 6.80% | 6.00% | ||
Maturity date of note | Nov. 30, 2019 | ||||
Working Capital Finalization Period | 60 days | ||||
Note receivable | $ 600 | $ 100 | |||
Gain on disposition of property | 100 | ||||
Note issued related to noncash transaction | $ 100 | ||||
Golden Ridge Rice Mills [Member] | Property [Member] | |||||
Details of Acquisition [Abstract] | |||||
Note receivable | 100 | ||||
Golden Ridge Rice Mills [Member] | Cash [Member] | |||||
Details of Acquisition [Abstract] | |||||
Note receivable | $ 400 |
ACQUISITIONS, Pro Forma Financi
ACQUISITIONS, Pro Forma Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue of acquired business | $ 900 | |
Earnings of acquired business | 200 | |
Revenues | 30,289,000 | $ 24,955,000 |
Net loss from continuing operations | $ (10,601,000) | $ (10,363,000) |
Net loss per share attributable to common shareholders (in dollars per share) | $ (0.45) | $ (0.40) |
Weighted average number of common shares outstanding - Basic and Diluted (in shares) | 23,615,131 | 13,590,590 |
DISCONTINUED OPERATIONS, Income
DISCONTINUED OPERATIONS, Income (Loss) from Discontinued Operations (Details) - USD ($) $ in Thousands | Nov. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Income (Loss) from Discontinued Operations [Abstract] | |||
Income (loss) from discontinued operations, net of tax | $ 0 | $ 3,983 | |
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Net cash provided by (used in) operating activities | 0 | 1,251 | |
Net cash used in investing activities | 0 | 16,001 | |
Net cash provided by (used in) financing activities | 0 | 1,062 | |
Effect of exchange rate changes on cash and cash equivalents | 0 | 154 | |
Net cash provided by (used in) continuing operations | $ 800 | ||
Discontinued Operations [Member] | |||
Income (Loss) from Discontinued Operations [Abstract] | |||
Revenues | 22,111 | ||
Cost of goods sold | (19,168) | ||
Selling, general and administrative expenses | (3,650) | ||
Other income (expense) | (1,224) | ||
Income (loss) from operations, before income taxes | (1,931) | ||
Income tax expense | (1,048) | ||
Income (loss) from operations, net of tax | (2,979) | ||
Gain (loss) on sale or disposition | 10,986 | ||
Income tax benefit (expense) | (4,024) | ||
Gain (loss) on sale or disposition, net of tax | 6,962 | ||
Income (loss) from discontinued operations, net of tax | 3,983 | ||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Net cash provided by (used in) operating activities | 1,251 | ||
Net cash used in investing activities | 16,001 | ||
Net cash provided by (used in) financing activities | 1,062 | ||
Effect of exchange rate changes on cash and cash equivalents | 154 | ||
Net cash provided by (used in) continuing operations | 18,468 | ||
Capital expenditures | 160 | ||
Discontinued Operations [Member] | Cost of Goods Sold [Member] | |||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Depreciation | 993 | ||
Discontinued Operations [Member] | Selling, General and Administrative Expenses [Member] | |||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Depreciation | 105 | ||
HN [Member] | Discontinued Operations [Member] | |||
Income (Loss) from Discontinued Operations [Abstract] | |||
Revenues | 9,902 | ||
Cost of goods sold | (6,651) | ||
Selling, general and administrative expenses | (462) | ||
Other income (expense) | 0 | ||
Income (loss) from operations, before income taxes | 2,789 | ||
Income tax expense | (1,048) | ||
Income (loss) from operations, net of tax | 1,741 | ||
Gain (loss) on sale or disposition | 12,883 | ||
Income tax benefit (expense) | (4,719) | ||
Gain (loss) on sale or disposition, net of tax | 8,164 | ||
Income (loss) from discontinued operations, net of tax | 9,905 | ||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Net cash provided by (used in) operating activities | 2,403 | ||
Net cash used in investing activities | 16,693 | ||
Net cash provided by (used in) financing activities | (52) | ||
Effect of exchange rate changes on cash and cash equivalents | 0 | ||
Net cash provided by (used in) continuing operations | 19,044 | ||
Capital expenditures | 18 | ||
Net proceeds from divestiture included in net cash provided by (used in) investing activities of discontinued operations | 16,700 | ||
HN [Member] | Discontinued Operations [Member] | Cost of Goods Sold [Member] | |||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Depreciation | 96 | ||
HN [Member] | Discontinued Operations [Member] | Selling, General and Administrative Expenses [Member] | |||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Depreciation | 49 | ||
Nutra SA [Member] | Discontinued Operations [Member] | |||
Income (Loss) from Discontinued Operations [Abstract] | |||
Revenues | 12,209 | ||
Cost of goods sold | (12,517) | ||
Selling, general and administrative expenses | (3,188) | ||
Other income (expense) | (1,224) | ||
Income (loss) from operations, before income taxes | (4,720) | ||
Income tax expense | 0 | ||
Income (loss) from operations, net of tax | (4,720) | ||
Gain (loss) on sale or disposition | $ 1,896 | (1,897) | |
Income tax benefit (expense) | 695 | ||
Gain (loss) on sale or disposition, net of tax | (1,202) | ||
Income (loss) from discontinued operations, net of tax | (5,922) | ||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Net cash provided by (used in) operating activities | (1,152) | ||
Net cash used in investing activities | (692) | ||
Net cash provided by (used in) financing activities | 1,114 | ||
Effect of exchange rate changes on cash and cash equivalents | 154 | ||
Net cash provided by (used in) continuing operations | (576) | ||
Capital expenditures | 142 | ||
Net payments upon divestiture included in net cash provided by (used in) investing activities of discontinued operations | 500 | ||
Nutra SA [Member] | Discontinued Operations [Member] | Cost of Goods Sold [Member] | |||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Depreciation | 897 | ||
Nutra SA [Member] | Discontinued Operations [Member] | Selling, General and Administrative Expenses [Member] | |||
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Depreciation | $ 56 |
DISCONTINUED OPERATIONS, Health
DISCONTINUED OPERATIONS, Healthy Natural (HN) (Details) - Discontinued Operations [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 | |
Discontinued Operations Disclosures [Abstract] | ||||
Gain on sale of business | $ 6,962 | |||
Tax (expense) from gain on sale of business | (4,024) | |||
Healthy Natural [Member] | ||||
Discontinued Operations Disclosures [Abstract] | ||||
Sale of assets | $ 18,300 | |||
Restriction period to engage in business conducted by sold entity | 5 years | |||
Escrow for working capital adjustments | $ 200 | |||
Escrow for indemnity claims | $ 600 | |||
Estimated working capital adjustments | $ 300 | 300 | ||
Proceeds from sale of discontinued operations | 16,700 | |||
Gain on sale of business | 8,164 | |||
Tax (expense) from gain on sale of business | $ (4,719) |
DISCONTINUED OPERATIONS, Carryi
DISCONTINUED OPERATIONS, Carrying Value of Assets and Liabilities, Healthy Natural (HN) (Details) - Healthy Natural [Member] - Discontinued Operations [Member] $ in Thousands | Jul. 14, 2017USD ($) |
Major Classes of Assets and Liabilities Classified as Held for Sale [Abstract] | |
Accounts receivable, net | $ 871 |
Inventories | 1,987 |
Other current assets | 47 |
Property and equipment | 871 |
Intangible | 791 |
Other | 24 |
Assets | 4,591 |
Accounts payable | 759 |
Accrued expenses | 290 |
Liabilities | 1,049 |
Net assets sold | $ 3,542 |
DISCONTINUED OPERATIONS, Nutra
DISCONTINUED OPERATIONS, Nutra SA (Details) - Nutra SA [Member] - Discontinued Operations [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Statement Balance Sheet and Additional Disclosures by Disposal Groups Including Discontinued Operations [Abstract] | |
Investors' average interest in Nutra SA during the period | 36.00% |
Property and equipment restricted | $ 1.2 |
DISCONTINUED OPERATIONS, Compon
DISCONTINUED OPERATIONS, Components of Loss on Disposal, Nutra SA (Details) - Discontinued Operations [Member] - USD ($) $ in Thousands | Nov. 28, 2017 | Dec. 31, 2017 |
Discontinued Operations Disclosures [Abstract] | ||
Loss on disposal of Nutra SA | $ 10,986 | |
Nutra SA [Member] | ||
Discontinued Operations Disclosures [Abstract] | ||
Cash | $ 20 | |
Accounts receivable, net | 653 | |
Inventories | 630 | |
Other current assets | 413 | |
Property and equipment | 10,070 | |
Other | 1,435 | |
Accounts payable | (2,560) | |
Accrued expenses | (7,878) | |
Debt | (7,345) | |
Net liabilities disposed | (4,562) | |
Foreign currency translation adjustment | 4,218 | |
Redeemable noncontrolling interest | 1,663 | |
Payments to purchaser at disposal | 540 | |
Other | 37 | |
Loss on disposal of Nutra SA | 1,896 | $ (1,897) |
Income tax benefit | (694) | |
Loss on disposal of Nutra SA, net of tax | $ 1,202 |
INCOME (LOSS) PER SHARE (EPS)_2
INCOME (LOSS) PER SHARE (EPS) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
NUMERATOR [Abstract] | ||
Basic and diluted - loss from continuing operations | $ (8,101) | $ (10,185) |
Dividends on preferred stock--beneficial conversion feature | 0 | (778) |
Basic and diluted - adjusted loss from continuing operations | $ (8,101) | $ (10,963) |
DENOMINATOR [Abstract] | ||
Basic EPS - weighted average number of common shares outstanding (in shares) | 22,099,149 | 11,923,923 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 22,099,149 | 11,923,923 |
Stock Options [Member] | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
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) | 911,264 | 514,961 |
Warrants [Member] | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
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) | 16,383,944 | 21,588,045 |
Convertible Preferred Stock [Member] | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
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) | 581,680 | 2,529,872 |
Restricted Stock Units [Member] | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
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) | 623,603 | 601,986 |
Nonvested Shares of Common Stock [Member] | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
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) | 1,169,986 | 1,249,234 |
CONCENTRATION OF RISK (Details)
CONCENTRATION OF RISK (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)Supplier | Dec. 31, 2017USD ($) | |
Concentration Risk Information [Abstract] | ||
Revenues, net | $ 14,762 | $ 13,355 |
Number of suppliers, rice bran | Supplier | 5 | |
Reportable Geographic Segment [Member] | United States [Member] | ||
Concentration Risk Information [Abstract] | ||
Revenues, net | $ 13,469 | 12,196 |
Reportable Geographic Segment [Member] | Other Countries [Member] | ||
Concentration Risk Information [Abstract] | ||
Revenues, net | 1,293 | 1,159 |
Operating Segments [Member] | Food [Member] | ||
Concentration Risk Information [Abstract] | ||
Revenues, net | 8,600 | 7,525 |
Operating Segments [Member] | Animal Nutrition [Member] | ||
Concentration Risk Information [Abstract] | ||
Revenues, net | $ 6,162 | $ 5,830 |
Cost of Goods Sold [Member] | Supplier Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 40.00% | 37.00% |
Customer A [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 17.00% | 17.00% |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 13.00% | 25.00% |
Customer B [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 14.00% | 14.00% |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 0.00% | 0.00% |
Customer C [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 1.00% | 0.00% |
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 16.00% | 0.00% |
Customer D [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 4.00% | 0.00% |
Customer D [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 14.00% | 0.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 25,132 | $ 17,286 |
Less accumulated depreciation | 10,122 | 9,436 |
Property and equipment, net | 15,010 | 7,850 |
Depreciation expense | 700 | 600 |
Accounts Payable [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | 500 | |
Land [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | 585 | 237 |
Furniture and Fixtures [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 430 | 311 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 7 years | |
Plant [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 8,613 | 6,580 |
Estimated useful lives | 30 years | |
Computer and Software [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 1,295 | 1,207 |
Computer and Software [Member] | Minimum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 3 years | |
Computer and Software [Member] | Maximum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 5 years | |
Leasehold Improvements [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 681 | 274 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 4 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 7 years | |
Machinery and Equipment [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 13,528 | $ 8,677 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 10 years |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2017 | Feb. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Future principal maturities [Abstract] | ||||||
2019 | $ 686 | |||||
2020 | 70 | |||||
2021 | 55 | |||||
2022 | 20 | |||||
Total | 831 | |||||
Loss on extinguishment of debt | $ (6,600) | 0 | $ (8,290) | |||
Equipment Notes [Member] | ||||||
Future principal maturities [Abstract] | ||||||
2019 | 32 | |||||
2020 | 22 | |||||
2021 | 23 | |||||
2022 | 14 | |||||
Total | $ 91 | |||||
Long term debt interest rate | 4.80% | |||||
Equipment Notes [Member] | Minimum [Member] | ||||||
Future principal maturities [Abstract] | ||||||
Maturity date of note | Feb. 28, 2019 | |||||
Equipment Notes [Member] | Maximum [Member] | ||||||
Future principal maturities [Abstract] | ||||||
Maturity date of note | Aug. 31, 2022 | |||||
Capital Lease Obligations [Member] | ||||||
Future principal maturities [Abstract] | ||||||
2019 | $ 45 | |||||
2020 | 48 | |||||
2021 | 32 | |||||
2022 | 6 | |||||
Total | $ 131 | |||||
Long term debt interest rate | 4.80% | |||||
Capital Lease Obligations [Member] | Minimum [Member] | ||||||
Future principal maturities [Abstract] | ||||||
Maturity date of note | Mar. 31, 2021 | |||||
Capital Lease Obligations [Member] | Maximum [Member] | ||||||
Future principal maturities [Abstract] | ||||||
Maturity date of note | Nov. 30, 2022 | |||||
Note Payable to Seller [Member] | ||||||
Future principal maturities [Abstract] | ||||||
2019 | $ 609 | |||||
2020 | 0 | |||||
2021 | 0 | |||||
2022 | 0 | |||||
Total | $ 609 | |||||
Maturity date of note | Nov. 30, 2019 | |||||
Long term debt interest rate | 6.80% | |||||
Subordinated Notes [Member] | ||||||
Future principal maturities [Abstract] | ||||||
Long term debt interest rate | 7.00% | 11.75% | ||||
Loss on extinguishment of debt | $ (1,500) | |||||
Subordinated Notes [Member] | HN [Member] | ||||||
Future principal maturities [Abstract] | ||||||
Aggregate principal amount | $ 6,000 | |||||
Carrying value of debt | $ 5,300 | |||||
Subordinated Notes [Member] | Maturity Due May 2019 [Member] | ||||||
Future principal maturities [Abstract] | ||||||
Maturity date of note | May 31, 2019 | |||||
Variable interest rate | 7.00% | 11.80% | ||||
Payment of note principal | $ 200 | |||||
Payment of accrued note interest | $ 300 | |||||
Accreted interest, effective rate | 15.00% | |||||
Senior Debentures [Member] | ||||||
Future principal maturities [Abstract] | ||||||
Aggregate principal amount | $ 6,600 | |||||
Accreted interest, effective rate | 160.60% | |||||
Senior Debentures [Member] | HN [Member] | ||||||
Future principal maturities [Abstract] | ||||||
Carrying value of debt | $ 600 |
EQUITY, SHARE-BASED COMPENSAT_3
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Feb. 28, 2017shares | Jan. 31, 2017shares | |
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | ||||
Increase in authorized number of shares of common stock (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | 25,000,000 |
Series F Convertible Preferred Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | ||||
Preferred stock conversion ratio to common stock | 666.66666 | |||
Preferred stock, dividend per share (in dollars per share) | $ / shares | $ 0.01 | |||
Series G Convertible Preferred Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | ||||
Preferred stock issued (in shares) | shares | 405 | 630 | 2,000 | |
Preferred stock shares outstanding (in shares) | shares | 405 | 630 | ||
Preferred stock conversion ratio to common stock | 948.9915 | |||
Preferred stock, dividend | $ | $ 1,000 | |||
Preferred Stock [Member] | Series F Convertible Preferred Stock [Member] | ||||
Share-based compensation expense [Abstract] | ||||
Change in classification of preferred stock to equity from liability (in shares) | shares | 3,000 | |||
Preferred Stock [Member] | Series G Convertible Preferred Stock [Member] | ||||
Share-based compensation expense [Abstract] | ||||
Change in classification of preferred stock to equity from liability (in shares) | shares | 2,000 | |||
2014 Plan [Member] | ||||
Share-based compensation expense [Abstract] | ||||
Compensation expense related to common stock awards issued under equity incentive plans | $ | $ 710 | $ 947 | ||
2014 Plan [Member] | Stock Options [Member] | ||||
Share-based compensation expense [Abstract] | ||||
Compensation expense related to common stock awards issued under equity incentive plans | $ | 132 | 176 | ||
2014 Plan [Member] | Common Stock, Vested at Issuance and Nonvested at Issuance [Member] | ||||
Share-based compensation expense [Abstract] | ||||
Compensation expense related to common stock awards issued under equity incentive plans | $ | 476 | 744 | ||
2014 Plan [Member] | Restricted Stock Units [Member] | ||||
Share-based compensation expense [Abstract] | ||||
Compensation expense related to common stock awards issued under equity incentive plans | $ | $ 102 | $ 27 |
EQUITY, SHARE-BASED COMPENSAT_4
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Warrants Outstanding (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||||
Shares under warrants, outstanding (in shares) | 10,252,714 | 21,157,273 | 781,252 | 2,327,919 | 1,489,868 | |
Weighted average exercise price (in dollars per share) | $ 2.25 | $ 2.30 | ||||
Weighted average remaining contractual life | 2 years 3 months 18 days | 3 years 4 months 24 days | ||||
Shares under warrants, exercisable cashless (in shares) | [1] | 4,243,930 | ||||
$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) | 6,945,994 | 12,972,832 | ||||
Weighted average exercise price (in dollars per share) | $ 0.96 | $ 0.96 | ||||
Weighted average remaining contractual life | 3 years 1 month 6 days | 4 years 1 month 6 days | ||||
Shares under warrants, exercisable cashless (in shares) | [1] | 3,774,344 | ||||
$1.60 [Member] | ||||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||||
Exercise price range, upper range limit (in dollars per share) | $ 1.60 | |||||
Shares under warrants, outstanding (in shares) | 0 | 300,000 | ||||
Weighted average exercise price (in dollars per share) | $ 1.60 | |||||
Weighted average remaining contractual life | 2 years 4 months 24 days | |||||
Shares under warrants, exercisable cashless (in shares) | [1] | 0 | ||||
$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) | 50,000 | 2,660,000 | ||||
Weighted average exercise price (in dollars per share) | $ 2 | $ 2 | ||||
Weighted average remaining contractual life | 4 years 1 month 6 days | 3 years 7 months 6 days | ||||
Shares under warrants, exercisable cashless (in shares) | [1] | 0 | ||||
$3.30 [Member] | ||||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||||
Exercise price range, upper range limit (in dollars per share) | $ 3.30 | |||||
Shares under warrants, outstanding (in shares) | 600,000 | 0 | ||||
Weighted average exercise price (in dollars per share) | $ 3.30 | |||||
Weighted average remaining contractual life | 3 months 18 days | |||||
Shares under warrants, exercisable cashless (in shares) | [1] | 0 | ||||
$5.25 to $5.87 [Member] | ||||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||||
Shares under warrants, outstanding (in shares) | 2,571,670 | 3,156,670 | ||||
Weighted average exercise price (in dollars per share) | $ 5.34 | $ 5.33 | ||||
Weighted average remaining contractual life | 6 months | 1 year 8 months 12 days | ||||
Shares under warrants, exercisable cashless (in shares) | [1] | 384,536 | ||||
$5.25 to $5.87 [Member] | Minimum [Member] | ||||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||||
Exercise price range, lower range limit (in dollars per share) | $ 5.25 | |||||
$5.25 to $5.87 [Member] | Maximum [Member] | ||||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||||
Exercise price range, upper range limit (in dollars per share) | $ 5.87 | |||||
$6.55 to $ 16.80 [Member] | ||||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||||
Shares under warrants, outstanding (in shares) | 85,050 | 2,067,771 | ||||
Weighted average exercise price (in dollars per share) | $ 6.63 | $ 6.61 | ||||
Weighted average remaining contractual life | 6 months | 1 year | ||||
Shares under warrants, exercisable cashless (in shares) | [1] | 85,050 | ||||
$6.55 to $ 16.80 [Member] | Minimum [Member] | ||||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||||
Exercise price range, lower range limit (in dollars per share) | $ 6.55 | |||||
$6.55 to $ 16.80 [Member] | Maximum [Member] | ||||||
Summary of information related to outstanding and exercisable warrants [Abstract] | ||||||
Exercise price range, upper range limit (in dollars per share) | $ 16.80 | |||||
[1] | Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. The shares listed represent the shares holders could exercise cashless as of December 31, 2018. If we register for resale the shares subject to warrants, the holders of some of the warrants may no longer have the right to elect a cashless exercise. Should we fail to maintain a registration statement for the resale of shares under certain other warrants, the shares under those warrants may again become exercisable using a cashless exercise feature. |
EQUITY, SHARE-BASED COMPENSAT_5
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Warrant Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Warrants [Member] | |||
Shares Under Warrants [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 21,157,273 | 6,364,110 | |
Issued (in shares) | 315,000 | 25,000 | |
Impact of repricing senior debenture purchaser warrants, Prior to repricing (in shares) | (875,000) | ||
Impact of repricing senior 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) | 14,768,163 | ||
Impact of warrant modification, Prior to modification (in shares) | (850,000) | ||
Impact of warrant modification, After modification (in shares) | 600,000 | ||
Exercised cashless (in shares) | (300,000) | ||
Exercised (in shares) | (8,686,838) | 0 | |
Expired (in shares) | (1,982,721) | ||
Outstanding at end of period (in shares) | 10,252,714 | 21,157,273 | 6,364,110 |
Exercisable at end of period (in shares) | 10,252,714 | ||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $ 2.30 | $ 5.77 | |
Issued (in dollars per share) | 4.73 | 0.96 | |
Impact of repricing senior debenture purchaser warrants, Prior to repricing (in dollars per share) | 5.49 | ||
Impact of repricing senior 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 | ||
Impact of warrant modification, Prior to Modification (in dollars per share) | 5.27 | ||
Impact of warrant modification, After to Modification (in dollars per share) | 3.30 | ||
Exercised cashless (in dollars per share) | 1.60 | ||
Exercised (in dollars per share) | 1.28 | ||
Expired (in dollars per share) | 6.61 | ||
Outstanding at end of period (in dollars per share) | 2.25 | $ 2.30 | $ 5.77 |
Exercisable at end of period (in dollars per share) | $ 2.25 | ||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||
Outstanding, weighted average remaining contractual life | 2 years 3 months 18 days | 3 years 4 months 24 days | 2 years 5 months 8 days |
Issued | 5 years 4 days | ||
Impact of repricing senior debenture purchaser warrants, Prior to repricing | 2 years 1 month 6 days | ||
Impact of repricing senior 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 | ||
Impact of warrant modification, Prior to modification | 1 year 7 months 6 days | ||
Impact of warrant modification, After modification | 7 months 6 days | ||
Exercised cashless | 1 year 9 months 18 days | ||
Exercised | 3 years 7 months 6 days | ||
Expired | 0 years | ||
Exercisable, weighted average remaining contractual life | 2 years 3 months 18 days | ||
Liability Warrants [Member] | |||
Shares Under Warrants [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 0 | 4,474,868 | |
Issued (in shares) | 0 | 11,783,163 | |
Impact of repricing senior debenture purchaser warrants, Prior to repricing (in shares) | 0 | ||
Impact of repricing senior 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) | (14,768,163) | ||
Impact of warrant modification, Prior to modification (in shares) | 0 | ||
Impact of warrant modification, After modification (in shares) | 0 | ||
Exercised cashless (in shares) | 0 | ||
Exercised (in shares) | 0 | (2,327,919) | |
Expired (in shares) | 0 | ||
Outstanding at end of period (in shares) | 0 | 0 | 4,474,868 |
Exercisable at end of period (in shares) | 0 | ||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $ 1.82 | ||
Issued (in dollars per share) | 0.96 | ||
Impact of anti-dilution clauses, Prior to impact (in dollars per share) | 1.50 | ||
Impact of anti-dilution clauses, After impact (in dollars per share) | 0.96 | ||
Transfer from liability to equity (in dollars per share) | 1.16 | ||
Exercised (in dollars per share) | $ 0.96 | ||
Outstanding at end of period (in dollars per share) | $ 1.82 | ||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||
Outstanding, weighted average remaining contractual life | 3 years 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 |
EQUITY, SHARE-BASED COMPENSAT_6
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Transactions with Holders (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2017 | Jul. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Transactions with Holders [Abstract] | ||||||||||||
Loss on extinguishment of debt | $ (6,600) | $ 0 | $ (8,290) | |||||||||
Dividends on preferred stock, beneficial conversion feature | 0 | |||||||||||
Carrying value of preferred stock to reclassified common stock | 0 | 0 | ||||||||||
Proceeds from issuance of debt and warrants, net of issuance costs | 0 | 5,518 | ||||||||||
Repayment of debt | $ 16 | $ 19,744 | ||||||||||
Warrants [Member] | ||||||||||||
Transactions with Holders [Abstract] | ||||||||||||
Warrants to purchase shares of common stock (in shares) | 2,327,919 | 2,327,919 | 10,252,714 | 21,157,273 | 781,252 | 10,252,714 | 21,157,273 | 1,489,868 | ||||
Exercise price per warrant (in dollars per share) | $ 0.96 | $ 0.96 | $ 0.96 | $ 1.50 | ||||||||
Recorded loss on issuance of common stock | $ (100) | |||||||||||
Shares issued, exercise of warrants (in shares) | 511,602 | 103,008 | ||||||||||
Issued (in dollars per share) | $ 2.63 | $ 4.73 | $ 1.46 | $ 0.98 | ||||||||
Exercised cashless (in shares) | 300,000 | 1,546,667 | ||||||||||
Exercised cashless (in dollars per share) | $ 1.60 | $ 0.96 | ||||||||||
Warrants [Member] | Expiration February, 2022 [Member] | ||||||||||||
Transactions with Holders [Abstract] | ||||||||||||
Warrants to purchase shares of common stock (in shares) | 1,423,488 | 1,423,488 | ||||||||||
Exercise price per warrant (in dollars per share) | $ 0.96 | $ 0.96 | ||||||||||
Common Stock [Member] | ||||||||||||
Transactions with Holders [Abstract] | ||||||||||||
Cash offering expenses | $ 100 | |||||||||||
Dividends on preferred stock, beneficial conversion feature | $ 778 | |||||||||||
Shares issued upon conversion of convertible instruments (in shares) | 213,523 | 968,491 | 2,111,188 | 220,439 | 213,523 | 3,300,118 | ||||||
Carrying value of preferred stock to reclassified common stock | $ 112 | $ 1,232 | ||||||||||
Shares issued, exercise of warrants (in shares) | 8,826,230 | 614,610 | ||||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||||
Transactions with Holders [Abstract] | ||||||||||||
Preferred stock issued (in shares) | 2,000 | 2,000 | 405 | 630 | 405 | 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 | |||||||||||
Warrants recorded at fair value | 100 | $ 100 | ||||||||||
Loss on extinguishment of debt | (100) | |||||||||||
Decrease in subordinated debt | (100) | |||||||||||
Proceed recorded as preferred stock | 1,200 | |||||||||||
Dividends on preferred stock, beneficial conversion feature | 800 | |||||||||||
Preferred shares converted into common stock (in shares) | 225 | 670 | 689 | 11 | ||||||||
Series G Convertible Preferred Stock [Member] | Warrants [Member] | ||||||||||||
Transactions with Holders [Abstract] | ||||||||||||
Proceeds allocated to derivative warrant liability | $ 1,000 | |||||||||||
Series F Preferred Stock [Member] | ||||||||||||
Transactions with Holders [Abstract] | ||||||||||||
Preferred shares converted into common stock (in shares) | 449 | 2,186 | 315 | |||||||||
Subordinated Notes [Member] | ||||||||||||
Transactions with Holders [Abstract] | ||||||||||||
Warrants to purchase shares of common stock (in shares) | 3,484,675 | 3,484,675 | ||||||||||
Exercise price per warrant (in dollars per share) | $ 0.96 | $ 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% | 7.00% | 11.75% | |||||||||
Repayment of debt | $ 500 | |||||||||||
Subordinated Notes [Member] | Warrants [Member] | ||||||||||||
Transactions with Holders [Abstract] | ||||||||||||
Exercise price per warrant (in dollars per share) | $ 0.96 | $ 0.96 | $ 5.25 | |||||||||
Amendment of existing warrants (in shares) | 289,669 | |||||||||||
Senior Secured Debt [Member] | ||||||||||||
Transactions with Holders [Abstract] | ||||||||||||
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] | ||||||||||||
Transactions with Holders [Abstract] | ||||||||||||
Warrants to purchase shares of common stock (in shares) | 6,875,000 | 6,875,000 | ||||||||||
Exercise price per warrant (in dollars per share) | $ 0.96 | $ 0.96 | ||||||||||
Aggregate subscription amount | $ 6,000 | $ 6,000 | ||||||||||
Aggregate principal amount | $ 6,600 | $ 6,600 | ||||||||||
Amendment of existing warrants (in shares) | 875,000 | |||||||||||
Exercise price per warrant one (in dollars per share) | $ 5.49 | $ 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 | 400 | ||||||||||
Extinguishment of term loan | 3,800 | |||||||||||
Repayment of subordinated note | 200 | |||||||||||
Interest expense debt | $ 300 |
EQUITY, SHARE-BASED COMPENSAT_7
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Other Warrant Issuances, Modifications and Exercises (Details) - Warrants [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Other Warrant Issuances, Modifications and Exercises [Abstract] | ||||||
Issued (in shares) | 139,392 | |||||
Issued (in dollars per share) | $ 2.63 | $ 4.73 | $ 1.46 | $ 0.98 | ||
Weighted average term | 2 years 4 months 24 days | |||||
Expense recognized for the issuances | $ 0.1 | |||||
Warrants exercised amount in cash | $ 0.1 | $ 5.3 | $ 3.9 | $ 1.8 | ||
Exercised (in dollars per share) | $ 0.96 | $ 2 | $ 0.96 | $ 0.96 | ||
Exercised (in shares) | 106,762 | 2,660,000 | 4,092,077 | 1,827,999 | ||
Weighted average exercise term | 4 years 3 months 18 days | |||||
Exercised cashless (in shares) | 300,000 | 1,546,667 | ||||
Exercised cashless (in dollars per share) | $ 1.60 | $ 0.96 | ||||
Impact of warrant modification, Prior to modification (in shares) | 850,000 | |||||
Impact of warrant modification, Prior to Modification (in dollars per share) | $ 5.27 | |||||
Impact of warrant modification, After modification (in shares) | 600,000 | |||||
Impact of warrant modification, After to Modification (in dollars per share) | $ 3.30 | |||||
Maximum [Member] | ||||||
Other Warrant Issuances, Modifications and Exercises [Abstract] | ||||||
Issued (in shares) | 315,000 |
EQUITY, SHARE-BASED COMPENSAT_8
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Other Common Stock Issuances (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | |
Other Common Stock Issuances [Abstract] | ||||||||||
Proceeds from sale of common stock, net of costs | $ 2,730,000 | |||||||||
Common Stock [Member] | ||||||||||
Other Common Stock Issuances [Abstract] | ||||||||||
Common stock issued (in shares) | 2,654,732 | 2,654,732 | ||||||||
Stock price (in dollars per share) | $ 1.08 | |||||||||
Proceeds from sale of common stock, net of costs | $ 2,800,000 | $ 2,730,000 | ||||||||
Commissions and other cash offering expenses | $ 100,000 | |||||||||
Common Stock [Member] | Golden Ridge Rice Mills [Member] | ||||||||||
Other Common Stock Issuances [Abstract] | ||||||||||
Common stock issued (in shares) | 1,666,667 | |||||||||
Consultant [Member] | Common Stock [Member] | ||||||||||
Other Common Stock Issuances [Abstract] | ||||||||||
Common stock issued for services (in shares) | 6,945 | 7,188 | 27,882 | 15,288 | 25,814 | 28,157 | ||||
Stock price (in dollars per share) | $ 1.42 | |||||||||
Grant date fair value (in dollars per share) | $ 2.89 | $ 2.83 | $ 1.31 | $ 1.12 | $ 0.84 | |||||
Employee [Member] | Common Stock [Member] | ||||||||||
Other Common Stock Issuances [Abstract] | ||||||||||
Common stock issued for services (in shares) | 50,469 | |||||||||
Stock price (in dollars per share) | $ 1.38 | |||||||||
Employee [Member] | Consultant [Member] | Common Stock [Member] | ||||||||||
Other Common Stock Issuances [Abstract] | ||||||||||
Common stock issued for services (in shares) | 57,230 | |||||||||
Grant date fair value (in dollars per share) | $ 1.07 | |||||||||
Director [Member] | Common Stock [Member] | ||||||||||
Other Common Stock Issuances [Abstract] | ||||||||||
Common stock issued for services (in shares) | 11,217 | 208,855 | 35,336 | 345,205 | ||||||
Stock price (in dollars per share) | $ 2.82 | $ 1.78 | $ 1.09 | |||||||
Grant date fair value (in dollars per share) | $ 0.90 | |||||||||
Board of Directors Chairman [Member] | Common Stock [Member] | ||||||||||
Other Common Stock Issuances [Abstract] | ||||||||||
Common stock issued for services (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 | ||||||||
Former Employee [Member] | Common Stock [Member] | ||||||||||
Other Common Stock Issuances [Abstract] | ||||||||||
Common stock issued for services (in shares) | 108,696 | |||||||||
Cash bonus | $ 100,000 |
EQUITY, SHARE-BASED COMPENSAT_9
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Equity Incentive Plan (Details) - 2014 Plan [Member] - shares | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | May 31, 2017 | |
Company Plan [Abstract] | ||||
Shares athorized (in shares) | 6,300,000 | 1,600,000 | ||
Increase in shares authorized (in shares) | 3,000,000 | 1,700,000 | ||
Term of options | 10 years | |||
Options granted to purchase common stock (in shares) | 3,792,919 | |||
Common stock reserved for future issuance (in shares) | 2,507,081 |
EQUITY, SHARE-BASED COMPENSA_10
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Options (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares Under Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 639,659 | 170,811 | |
Granted (in shares) | 653,873 | 481,500 | |
Exercised (in shares) | (32,500) | ||
Forfeited, expired, or cancelled (in shares) | (310,305) | (12,652) | |
Outstanding at end of period (in shares) | 950,727 | 639,659 | 170,811 |
Options, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $ 2.91 | $ 8.83 | |
Granted (in dollars per share) | 2.25 | 0.79 | |
Forfeited, expired, or cancelled (in dollars per share) | 1.28 | 3.62 | |
Outstanding at end of period (in dollars per share) | $ 3.06 | $ 2.91 | $ 8.83 |
Options, Weighted Average Remaining Contractual Life [Abstract] | |||
Outstanding, weighted average remaining contractual life | 8 years 6 months | 8 years 6 months | 7 years 2 months 12 days |
Granted | 10 years | 10 years | |
Forfeited, expired, or cancelled | 8 years 6 months | 8 years 1 month 6 days | |
Intrinsic value of options outstanding | $ 900 | ||
Weighted average remaining vesting period | 3 years 7 months 6 days | ||
Unrecognized compensation cost of stock options | $ 900 | ||
Intrinsic value of options exercised | $ 100 | ||
Fair value of options granted (in dollars per share) | $ 1.50 | $ 2.68 | |
Weighted-average assumptions used in valuing stock options [Abstract] | |||
Assumed volatility, minimum | 75.00% | 85.00% | |
Assumed volatility, maximum | 81.00% | 87.00% | |
Assumed volatility, weighted average | 78.00% | 87.00% | |
Assumed risk free interest rate, minimum | 2.20% | 1.80% | |
Assumed risk free interest rate, maximum | 2.80% | 2.00% | |
Assumed risk free interest rate, weighted average | 2.50% | 2.00% | |
Average expected life of options | 6 years 2 months 12 days | 6 years 2 months 12 days | |
Expected dividends | $ 0 | $ 0 | |
Weighted Average [Member] | |||
Weighted-average assumptions used in valuing stock options [Abstract] | |||
Average expected life of options | 6 years 2 months 12 days | 6 years 2 months 12 days |
EQUITY, SHARE-BASED COMPENSA_11
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Range of Exercise Price (Details) - Stock Options [Member] | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018Installment$ / sharesshares | Sep. 30, 2018$ / sharesshares | Mar. 31, 2018Installment$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017shares | |
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | |||||
Shares underlying options, outstanding (in shares) | shares | 950,727 | 950,727 | |||
Weighted average exercise price, outstanding (in dollars per share) | $ 3.06 | $ 3.06 | |||
Weighted average remaining contractual life, outstanding | 8 years 6 months | ||||
Shares underlying options, exercisable (in shares) | shares | 278,903 | 278,903 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 5.33 | $ 5.33 | |||
Weighted average remaining contractual life, exercisable | 6 years 7 months 6 days | ||||
Options granted (in shares) | shares | 653,873 | 481,500 | |||
Options exercised (in shares) | shares | 32,500 | ||||
Employee [Member] | |||||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | |||||
Exercise price of stock options (in dollars per share) | 2.86 | $ 0.85 | $ 1.42 | ||
Weighted average grant date fair value of stock options (in dollars per share) | $ 1.90 | $ 0.97 | $ 1.90 | ||
Number of equal annual installments | Installment | 4 | 4 | |||
Maximum [Member] | Employee [Member] | |||||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | |||||
Options granted (in shares) | shares | 375,000 | 278,873 | |||
Options exercised (in shares) | shares | 32,500 | ||||
$0.76 to $0.91 [Member] | |||||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | |||||
Exercise price range, lower range limit (in dollars per share) | 0.76 | ||||
Exercise price range, upper range limit (in dollars per share) | $ 0.91 | ||||
Shares underlying options, outstanding (in shares) | shares | 247,578 | 247,578 | |||
Weighted average exercise price, outstanding (in dollars per share) | $ 0.83 | $ 0.83 | |||
Weighted average remaining contractual life, outstanding | 8 years 3 months 18 days | ||||
Shares underlying options, exercisable (in shares) | shares | 123,453 | 123,453 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 0.81 | $ 0.81 | |||
Weighted average remaining contractual life, exercisable | 8 years 2 months 12 days | ||||
$1.09 to $1.98 [Member] | |||||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | |||||
Exercise price range, lower range limit (in dollars per share) | $ 1.09 | ||||
Exercise price range, upper range limit (in dollars per share) | $ 1.98 | ||||
Shares underlying options, outstanding (in shares) | shares | 184,165 | 184,165 | |||
Weighted average exercise price, outstanding (in dollars per share) | $ 1.40 | $ 1.40 | |||
Weighted average remaining contractual life, outstanding | 9 years | ||||
Shares underlying options, exercisable (in shares) | shares | 11,500 | 11,500 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 1.50 | $ 1.50 | |||
Weighted average remaining contractual life, exercisable | 7 years 10 months 24 days | ||||
$2.86 to $2.97 [Member] | |||||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | |||||
Exercise price range, lower range limit (in dollars per share) | $ 2.86 | ||||
Exercise price range, upper range limit (in dollars per share) | $ 2.97 | ||||
Shares underlying options, outstanding (in shares) | shares | 391,250 | 391,250 | |||
Weighted average exercise price, outstanding (in dollars per share) | $ 2.87 | $ 2.87 | |||
Weighted average remaining contractual life, outstanding | 9 years 7 months 6 days | ||||
Shares underlying options, exercisable (in shares) | shares | 16,250 | 16,250 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 2.97 | $ 2.97 | |||
Weighted average remaining contractual life, exercisable | 6 years 7 months 6 days | ||||
$3.47 [Member] | |||||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | |||||
Exercise price range, upper range limit (in dollars per share) | $ 3.47 | ||||
Shares underlying options, outstanding (in shares) | shares | 34,790 | 34,790 | |||
Weighted average exercise price, outstanding (in dollars per share) | $ 3.47 | $ 3.47 | |||
Weighted average remaining contractual life, outstanding | 6 years 6 months | ||||
Shares underlying options, exercisable (in shares) | shares | 34,790 | 34,790 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 3.47 | $ 3.47 | |||
Weighted average remaining contractual life, exercisable | 6 years 6 months | ||||
$4.27 to $4.77 [Member] | |||||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | |||||
Exercise price range, lower range limit (in dollars per share) | $ 4.27 | ||||
Exercise price range, upper range limit (in dollars per share) | $ 4.77 | ||||
Shares underlying options, outstanding (in shares) | shares | 45,243 | 45,243 | |||
Weighted average exercise price, outstanding (in dollars per share) | $ 4.60 | $ 4.60 | |||
Weighted average remaining contractual life, outstanding | 5 years 7 months 6 days | ||||
Shares underlying options, exercisable (in shares) | shares | 45,209 | 45,209 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 4.60 | $ 4.60 | |||
Weighted average remaining contractual life, exercisable | 5 years 7 months 6 days | ||||
$16.00 to $74.00 [Member] | |||||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | |||||
Exercise price range, lower range limit (in dollars per share) | $ 16 | ||||
Exercise price range, upper range limit (in dollars per share) | $ 74 | ||||
Shares underlying options, outstanding (in shares) | shares | 47,701 | 47,701 | |||
Weighted average exercise price, outstanding (in dollars per share) | $ 20.83 | $ 20.83 | |||
Weighted average remaining contractual life, outstanding | 3 years | ||||
Shares underlying options, exercisable (in shares) | shares | 47,701 | 47,701 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 20.83 | $ 20.83 | |||
Weighted average remaining contractual life, exercisable | 3 years |
EQUITY, SHARE-BASED COMPENSA_12
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 31, 2018 | Jan. 31, 2019 | Jul. 31, 2018 | Jun. 30, 2018 | Jan. 31, 2018 | Jun. 30, 2017 | Feb. 29, 2016 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Employee [Member] | Subsequent Event [Member] | |||||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||||||
Shares issued to supplier, nonvested and unearned (in shares) | 30,887 | ||||||||||||||
Restricted Stock Units [Member] | Supplier [Member] | |||||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||||||
Shares issued to supplier, nonvested and unearned (in shares) | 950,000 | 850,744 | |||||||||||||
Fixed price per share held in escrow by supplier (in dollars per share) | $ 2.80 | $ 2.80 | |||||||||||||
Cumulative shares released from escrow (in shares) | 99,256 | ||||||||||||||
Shares released from escrow during period (in shares) | 39,964 | 48,509 | |||||||||||||
Restricted Stock Units [Member] | Employee [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||||||||||||||
Common stock issued (in shares) | 1,045,000 | 1,175,000 | |||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||||||
Beginning balance, Nonvested (in shares) | 1,215,000 | 1,175,000 | 0 | 1,175,000 | 0 | ||||||||||
Granted (in shares) | 1,045,000 | 1,175,000 | |||||||||||||
Cancelled (in shares) | (705,000) | ||||||||||||||
Forfeited ( in shares) | (300,000) | ||||||||||||||
Ending balance, Nonvested (in shares) | 1,215,000 | 1,175,000 | 0 | ||||||||||||
Unrecognized Stock Compensation [Abstract] | |||||||||||||||
Unrecognized stock compensation | $ 683 | $ 161 | $ 0 | $ 161 | $ 0 | ||||||||||
Granted | 724 | 188 | |||||||||||||
Expensed | (102) | (27) | |||||||||||||
Cancelled | (31) | ||||||||||||||
Forfeited | (69) | ||||||||||||||
Unrecognized stock compensation | $ 683 | $ 161 | $ 0 | ||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||||||
Weighted average expense period (Years) | 2 years 3 months 18 days | 3 years | 0 years | ||||||||||||
Granted | 2 years 7 months 6 days | 3 years 7 months 6 days | |||||||||||||
Restricted Stock Units [Member] | Employees and Director [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||||||||||||||
Common stock issued (in shares) | 220,072 | 380,541 | |||||||||||||
Vested (in shares) | 410,851 | [1] | 252,636 | [2] | |||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||||||
Beginning balance, Nonvested (in shares) | 193,965 | [3] | 384,744 | 256,839 | 384,744 | 256,839 | |||||||||
Granted (in shares) | 220,072 | 380,541 | |||||||||||||
Vested (in shares) | (410,851) | [1] | (252,636) | [2] | |||||||||||
Ending balance, Nonvested (in shares) | 193,965 | [3] | 384,744 | 256,839 | |||||||||||
Restricted Stock Award Activity, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||||
Beginning balance, Nonvested (in dollars per share) | $ 1.84 | $ 0.94 | $ 2.44 | $ 0.94 | $ 2.44 | ||||||||||
Granted (in dollars per share) | 1.83 | 0.92 | |||||||||||||
Vested (in dollars per share) | 1 | 2.42 | |||||||||||||
Ending balance, Nonvested (in dollars per share) | $ 1.84 | $ 0.94 | $ 2.44 | ||||||||||||
Restricted Stock Award Activity, Fair Value [Abstract] | |||||||||||||||
Granted, Fair Value | [4] | $ 403 | $ 349 | ||||||||||||
Vested, Fair Value | [4] | 661 | 220 | ||||||||||||
Nonvested, Fair Value | [4] | 582 | 569 | $ 265 | |||||||||||
Unrecognized Stock Compensation [Abstract] | |||||||||||||||
Unrecognized stock compensation | $ 173 | $ 176 | $ 285 | 176 | 285 | ||||||||||
Unrecognized stock compensation | $ 173 | $ 176 | $ 285 | ||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||||||
Weighted average remaining vesting term | 6 months | 6 months | 8 months 12 days | ||||||||||||
Restricted Stock Units [Member] | Employees and Director [Member] | Employee Severance [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||||||||||||||
Vested (in shares) | 73,608 | 26,107 | |||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||||||
Vested (in shares) | (73,608) | (26,107) | |||||||||||||
2014 Plan [Member] | Restricted Stock Units [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||||||||||||||
Common stock issued (in shares) | 1,175,000 | ||||||||||||||
Number of trading days | 65 days | ||||||||||||||
Shares forfeited (in shares) | 130,000 | 170,000 | |||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||||||
Granted (in shares) | 1,175,000 | ||||||||||||||
2014 Plan [Member] | Vesting Price Equals or Exceeds $5.00 [Member] | Restricted Stock Units [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||||||||||||||
Common stock issued (in shares) | 42,500 | ||||||||||||||
Vested (in shares) | 79,000 | 117,500 | |||||||||||||
Vesting price (in dollars per share) | $ 5 | $ 5 | |||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||||||
Granted (in shares) | 42,500 | ||||||||||||||
Vested (in shares) | (79,000) | (117,500) | |||||||||||||
2014 Plan [Member] | Vesting Price Equals or Exceeds $10.00 [Member] | Restricted Stock Units [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||||||||||||||
Common stock issued (in shares) | 127,500 | ||||||||||||||
Vested (in shares) | 237,000 | 352,500 | |||||||||||||
Vesting price (in dollars per share) | $ 10 | $ 10 | |||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||||||
Granted (in shares) | 127,500 | ||||||||||||||
Vested (in shares) | (237,000) | (352,500) | |||||||||||||
2014 Plan [Member] | Vesting Price Equals or Exceeds $15.00 [Member] | Restricted Stock Units [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||||||||||||||
Vested (in shares) | 729,000 | 705,000 | |||||||||||||
Vesting price (in dollars per share) | $ 15 | $ 15 | |||||||||||||
Cancelled vesting price (in dollars per share) | $ 15 | ||||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||||||
Vested (in shares) | (729,000) | (705,000) | |||||||||||||
[1] | Includes 26,107 shares, for which vesting was accelerated in December 2018. | ||||||||||||||
[2] | Includes 73,608 shares, for which vesting was accelerated in June 2017, based on the terms of a severance agreement. | ||||||||||||||
[3] | Excludes 850,744 shares, issued to a supplier, nonvested and unearned as of December 31, 2018. In February 2016, we issued 950,000 shares of common stock to the 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, 99,256 shares have been released from escrow (39,964 in 2018 and 48,509 in 2017). We may recall any shares remaining in escrow as of February 8, 2026. Any recalled shares will be cancelled. | ||||||||||||||
[4] | Represents pre-tax fair value, based on our closing stock prices, which would have been received by the holders of the stock had all such holders sold their underlying shares on the date indicated, the dates of grant or the dates of vesting, as applicable. |
EQUITY, SHARE-BASED COMPENSA_13
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Subsequent Issuances (Details) $ / shares in Units, $ in Thousands | Feb. 28, 2017USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Feb. 28, 2019Installment$ / sharesshares | Jan. 31, 2019USD ($)Installment$ / sharesshares | Dec. 31, 2018Installment$ / sharesshares | Sep. 30, 2018$ / sharesshares | Jun. 30, 2018$ / sharesshares | Mar. 31, 2018Installment$ / sharesshares | Dec. 31, 2017shares | Sep. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017shares | Mar. 31, 2017shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016$ / sharesshares |
Subsequent Issuances [Abstract] | |||||||||||||||
Conversion of preferred stock into common stock | $ | $ 0 | $ 0 | |||||||||||||
Common stock issued (in shares) | 29,098,207 | 18,046,731 | 29,098,207 | 18,046,731 | |||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Stock price (in dollars per share) | $ / shares | $ 3 | ||||||||||||||
Common stock issued (in shares) | 3,046,668 | ||||||||||||||
Shares callable by pre-funded warrant (in shares) | 1,003,344 | ||||||||||||||
Warrants to purchase shares of common stock price per share (in dollars per share) | $ / shares | $ 2.99 | ||||||||||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Net proceeds | $ | $ 12,100 | ||||||||||||||
Cash offering expenses | $ | $ 100 | ||||||||||||||
Subsequent Event [Member] | Employee [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Common stock issued for services (in shares) | 30,887 | ||||||||||||||
Stock price (in dollars per share) | $ / shares | $ 3.22 | ||||||||||||||
Stock Options [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Options granted (in shares) | 653,873 | 481,500 | |||||||||||||
Options exercised (in shares) | 32,500 | ||||||||||||||
Remaining life | 6 years 7 months 6 days | ||||||||||||||
Stock Options [Member] | Employee [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Exercise price of stock options (in dollars per share) | $ / shares | $ 2.86 | $ 0.85 | $ 1.42 | ||||||||||||
Number of equal annual installments | Installment | 4 | 4 | |||||||||||||
Options exercised (in dollars per share) | $ / shares | $ 2.86 | $ 0.85 | $ 1.42 | ||||||||||||
Stock Options [Member] | Employee [Member] | Maximum [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Options granted (in shares) | 375,000 | 278,873 | |||||||||||||
Options exercised (in shares) | 32,500 | ||||||||||||||
Stock Options [Member] | Subsequent Event [Member] | Consultant [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Exercise price of stock options (in dollars per share) | $ / shares | $ 3.25 | ||||||||||||||
Weighted average grant date fair value of stock options (in dollars per share) | $ / shares | $ 2.04 | ||||||||||||||
Number of equal annual installments | Installment | 4 | ||||||||||||||
Options exercised (in dollars per share) | $ / shares | $ 3.25 | ||||||||||||||
Stock Options [Member] | Subsequent Event [Member] | Consultant [Member] | $0.85 [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Exercise price of stock options (in dollars per share) | $ / shares | $ 0.85 | ||||||||||||||
Options exercised (in shares) | 18,750 | ||||||||||||||
Options exercised (in dollars per share) | $ / shares | $ 0.85 | ||||||||||||||
Remaining life | 8 years 3 months 18 days | ||||||||||||||
Stock Options [Member] | Subsequent Event [Member] | Consultant [Member] | $0.76 [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Exercise price of stock options (in dollars per share) | $ / shares | $ 0.76 | ||||||||||||||
Options exercised (in shares) | 58,328 | ||||||||||||||
Options exercised (in dollars per share) | $ / shares | $ 0.76 | ||||||||||||||
Remaining life | 8 years 2 months 12 days | ||||||||||||||
Stock Options [Member] | Subsequent Event [Member] | Consultant [Member] | Maximum [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Options granted (in shares) | 188,662 | ||||||||||||||
Stock Options [Member] | Subsequent Event [Member] | Employee [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Exercise price of stock options (in dollars per share) | $ / shares | 3.25 | ||||||||||||||
Weighted average grant date fair value of stock options (in dollars per share) | $ / shares | $ 2.04 | ||||||||||||||
Number of equal annual installments | Installment | 4 | ||||||||||||||
Options exercised (in dollars per share) | $ / shares | $ 3.25 | ||||||||||||||
Stock Options [Member] | Subsequent Event [Member] | Employee [Member] | Maximum [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Options granted (in shares) | 188,662 | ||||||||||||||
Warrants [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Shares callable by pre-funded warrant (in shares) | 2,327,919 | 10,252,714 | 21,157,273 | 781,252 | 10,252,714 | 21,157,273 | 1,489,868 | ||||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | $ 0.96 | $ 1.50 | ||||||||||||
Exercised for cash (in shares) | 106,762 | 2,660,000 | 4,092,077 | 1,827,999 | |||||||||||
Exercised for cash (in dollars per share) | $ / shares | $ 0.96 | $ 2 | $ 0.96 | $ 0.96 | |||||||||||
Warrants [Member] | Subsequent Event [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Exercised for cash (in dollars per share) | $ / shares | $ 3.30 | ||||||||||||||
Expired (in dollars per share) | $ / shares | $ 5.25 | ||||||||||||||
Warrants [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Exercised for cash (in shares) | 600,000 | ||||||||||||||
Expired (in shares) | 950,614 | ||||||||||||||
Series G Convertible Preferred Stock [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Preferred shares converted into common stock (in shares) | 225 | 670 | 689 | 11 | |||||||||||
Cash offering expenses | $ | $ 100 | ||||||||||||||
Series G Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Preferred shares converted into common stock (in shares) | 180 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Shares issued upon conversion of convertible instruments (in shares) | 213,523 | 968,491 | 2,111,188 | 220,439 | 213,523 | 3,300,118 | |||||||||
Stock price (in dollars per share) | $ / shares | $ 1.08 | ||||||||||||||
Conversion of preferred stock into common stock | $ | $ 112 | $ 1,232 | |||||||||||||
Cash offering expenses | $ | $ 100 | ||||||||||||||
Options exercised (in shares) | 32,500 | ||||||||||||||
Common Stock [Member] | Consultant [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Common stock issued for services (in shares) | 6,945 | 7,188 | 27,882 | 15,288 | 25,814 | 28,157 | |||||||||
Stock price (in dollars per share) | $ / shares | $ 1.42 | ||||||||||||||
Common Stock [Member] | Employee [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Common stock issued for services (in shares) | 50,469 | ||||||||||||||
Stock price (in dollars per share) | $ / shares | $ 1.38 | ||||||||||||||
Common Stock [Member] | Employee [Member] | Consultant [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Common stock issued for services (in shares) | 57,230 | ||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||
Subsequent Issuances [Abstract] | |||||||||||||||
Shares issued upon conversion of convertible instruments (in shares) | 170,818 | ||||||||||||||
Conversion of preferred stock into common stock | $ | $ 100 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 28, 2017 | |
INCOME TAXES [Abstract] | ||||||
Change in tax rate, income tax expense (benefit) | $ 7,100 | |||||
Components of Deferred Tax Asset (Liability) [Abstract] | ||||||
Net operating loss carryforwards | $ 4,541 | $ 5,560 | ||||
Capital loss | 0 | 7,030 | ||||
Stock options and warrants | 214 | 322 | ||||
Property | 299 | 499 | ||||
Intangible assets | 94 | 89 | ||||
Capitalized expenses | 86 | 142 | ||||
Other | 164 | 230 | ||||
Net deferred tax assets | 5,398 | 13,872 | ||||
Less: Valuation allowance | $ (5,398) | (13,872) | (5,398) | (13,872) | ||
Deferred tax asset (liability) | 0 | $ 0 | ||||
Summary of Changes in Valuation Allowance [Roll Forward] | ||||||
Valuation allowances at beginning of year | 13,872 | 10,510 | ||||
Net operating loss | 1,920 | 4,358 | ||||
Expiration of net operating losses and limitations | (9,939) | 2,353 | ||||
Effect of federal rate reduction from 34% to 21% | 0 | (7,079) | ||||
Capital loss from redemption of Nutra SA interests | 0 | 11,058 | ||||
Adjustments to Deferred Taxes | (321) | 0 | ||||
Impact of state tax rate change | (146) | 0 | ||||
Other adjustments | 12 | (1,384) | ||||
Change in valuation allowance, before transfer | (8,474) | 9,306 | ||||
Transferred from discontinued operations | 0 | (5,944) | ||||
Valuation allowances at end of year | $ 5,398 | $ 13,872 | ||||
Income Tax Disclosure Information [Abstract] | ||||||
Federal statutory income tax rate | 21.00% | 34.00% | ||||
Operating Loss Carryforwards Information [Abstract] | ||||||
Operating Loss Carryforwards, Decrease | $ 13,700 | |||||
Minimum percentage of interest in value of equity by new shareholder | 5.00% | |||||
Income Tax Reconciliation [Abstract] | ||||||
Income tax benefit at federal statutory rate | (1,692) | $ (5,173) | ||||
Increase (decrease) resulting from [Abstract] | ||||||
State tax benefit, net of federal tax effect | (184) | (400) | ||||
Effect of U.S federal rate reduction from 34% to 21% | 0 | 7,079 | ||||
Effect of change in state tax rate | 146 | 0 | ||||
Change in valuation allowance | (8,474) | 9,306 | ||||
Capital loss on redemption of Nutra SA interests | 0 | (11,058) | ||||
Reduction in deferred balances for forfeited, expired or cancelled options | 0 | 317 | ||||
Expirations of net operating losses & application of IRC 382 limitation | 9,939 | (310) | ||||
Nontaxable fair value adjustment | 0 | (234) | ||||
Nondeductible expenses | 0 | 55 | ||||
Allocated from discontinued operations | 0 | (5,046) | ||||
Adjustments to deferreds | 321 | 0 | ||||
Other | (11) | 434 | ||||
Tax provision expense (benefit) | $ 45 | $ (5,030) | ||||
Maximum [Member] | ||||||
Income Tax Disclosure Information [Abstract] | ||||||
Federal statutory income tax rate | 35.00% | |||||
Capital Loss Carryforward [Member] | ||||||
Operating Loss Carryforwards Information [Abstract] | ||||||
Capital loss carryforward | $ 29,600 | |||||
IRC Section 382 Limitation [Member] | ||||||
Operating Loss Carryforwards Information [Abstract] | ||||||
Capital loss carryforward | 23,600 | |||||
Annual limitation | $ 300 | |||||
Federal [Member] | ||||||
Operating Loss Carryforwards Information [Abstract] | ||||||
Net operating loss carryforwards | 18,500 | |||||
Federal [Member] | Minimum [Member] | ||||||
Operating Loss Carryforwards Information [Abstract] | ||||||
Operating loss carryforwards, expiration dates | Dec. 31, 2019 | |||||
Federal [Member] | Maximum [Member] | ||||||
Operating Loss Carryforwards Information [Abstract] | ||||||
Operating loss carryforwards, expiration dates | Dec. 31, 2037 | |||||
Federal [Member] | Indefinite Life [Member] | ||||||
Operating Loss Carryforwards Information [Abstract] | ||||||
Net operating loss carryforwards | 8,600 | |||||
State [Member] | ||||||
Operating Loss Carryforwards Information [Abstract] | ||||||
Net operating loss carryforwards | $ 22,800 | |||||
State [Member] | Minimum [Member] | ||||||
Operating Loss Carryforwards Information [Abstract] | ||||||
Operating loss carryforwards, expiration dates | Dec. 31, 2019 | |||||
State [Member] | Maximum [Member] | ||||||
Operating Loss Carryforwards Information [Abstract] | ||||||
Operating loss carryforwards, expiration dates | Dec. 31, 2038 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - Recurring [Member] - Derivative Warrant Liability [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward] | |
Fair Value as of Beginning of Year | $ (1,527) |
Total Realized and Unrealized Gains | 669 |
Issuance of New Instruments | (7,917) |
Reclassify to Equity | 7,980 |
Conversion to Common Stock | 795 |
Fair value, at End of Year | 0 |
Gains on Instruments Still Held | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Mar. 15, 2018USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Operating Leases [Abstract] | |||
Remaining term of lease | 14 years | ||
Rent expense | $ 500 | $ 400 | |
Future minimum payments under operating lease commitments [Abstract] | |||
2019 | 519 | ||
2020 | 525 | ||
2021 | 536 | ||
2022 | 548 | ||
2023 | 528 | ||
Thereafter | 1,897 | ||
Total minimum lease payments | $ 4,553 | ||
Operating Leased Assets Information [Abstract] | |||
Area of office space under lease | ft² | 5,380 | ||
Initial term of lease | 65 months | ||
Term of rent abated | 5 months | ||
Rent expense for base rent | $ 100 | ||
Additional extension to lease term | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019$ / sharesshares | Sep. 30, 2017Nomineeshares | Jul. 31, 2017USD ($)shares | Jun. 30, 2017 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Feb. 28, 2017$ / sharesshares | Jul. 31, 2016 | |
Related Party Transaction Information [Abstract] | ||||||||
Interest paid | $ | $ 10 | $ 811 | ||||||
Interest expense | $ | $ 12 | 1,623 | ||||||
Subsequent Event [Member] | ||||||||
Related Party Transaction Information [Abstract] | ||||||||
Sale of common stock (in shares) | 3,046,668 | |||||||
Shares callable by pre-funded warrant (in shares) | 1,003,344 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.01 | |||||||
LF-RB Group [Member] | ||||||||
Related Party Transaction Information [Abstract] | ||||||||
Ownership interest percentage | 19.00% | 9.90% | ||||||
Legal fees and other expenses paid in cash | $ | $ 50,000 | |||||||
Legal fees and other expense paid in shares (in shares) | 100,000 | |||||||
Subordinated Notes [Member] | ||||||||
Related Party Transaction Information [Abstract] | ||||||||
Shares callable by pre-funded warrant (in shares) | 3,484,675 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.96 | |||||||
Continental Grain Company [Member] | ||||||||
Related Party Transaction Information [Abstract] | ||||||||
Sale of common stock (in shares) | 2,654,732 | |||||||
Number of nominee for the Board of Directors related party can designate | Nominee | 1 | |||||||
Continental Grain Company [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction Information [Abstract] | ||||||||
Sale of common stock (in shares) | 666,667 | |||||||
Shares callable by pre-funded warrant (in shares) | 1,003,344 | |||||||
Share price (in dollars per share) | $ / shares | $ 2.99 | |||||||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.01 | |||||||
Baruch Halpern [Member] | Subordinated Notes [Member] | ||||||||
Related Party Transaction Information [Abstract] | ||||||||
Percentage of outstanding debt retained by related party | 43.00% | |||||||
Interest paid | $ | 200 | |||||||
Interest expense | $ | $ 100 |
EMPLOYEE TRANSACTIONS (Details)
EMPLOYEE TRANSACTIONS (Details) - Wayne Wilkison [Member] | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Employee Transaction [Abstract] | |
Amount paid to related parties | $ 200 |
Commodities payable | $ 1,900 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 01, 2019USD ($) |
Subsequent Events [Member] | MGI Grain Processing LLC [Member] | |
Consideration Transferred [Abstract] | |
Aggregate purchase price | $ 3,500,000 |