Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RiceBran Technologies | |
Entity Central Index Key | 0001063537 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 33,194,631 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Address, State or Province | TX |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Consolidated Statements of Operations (Unaudited) [Abstract] | ||||
Revenues | $ 5,300 | $ 3,463 | $ 17,883 | $ 10,213 |
Cost of goods sold | 5,659 | 2,709 | 18,143 | 7,842 |
Gross profit (loss) | (359) | 754 | (260) | 2,371 |
Selling, general and administrative expenses | 3,835 | 2,419 | 10,598 | 8,102 |
Operating loss | (4,194) | (1,665) | (10,858) | (5,731) |
Other income (expense): | ||||
Interest income | 19 | 0 | 42 | 0 |
Interest expense | (9) | (2) | (40) | (5) |
Other income | 859 | 52 | 865 | 61 |
Other expense | (1) | (12) | (5) | (25) |
Total other income (expense), net | 868 | 38 | 862 | 31 |
Loss before income taxes | (3,326) | (1,627) | (9,996) | (5,700) |
Income tax benefit | 0 | 0 | 0 | 0 |
Loss from continuing operations | (3,326) | (1,627) | (9,996) | (5,700) |
Loss from discontinued operations | 0 | 0 | (216) | 0 |
Net loss | $ (3,326) | $ (1,627) | $ (10,212) | $ (5,700) |
Basic loss per common share: | ||||
Continuing operations (in dollars per share) | $ (0.10) | $ (0.07) | $ (0.31) | $ (0.28) |
Discontinued operations (in dollars per share) | 0 | 0 | (0.01) | 0 |
Basic loss per common share (in dollars per share) | (0.10) | (0.07) | (0.32) | (0.28) |
Diluted loss per common share: | ||||
Continuing operations (in dollars per share) | (0.10) | (0.07) | (0.31) | (0.28) |
Discontinued operations (in dollars per share) | 0 | 0 | (0.01) | 0 |
Diluted loss per common share (in dollars per share) | $ (0.10) | $ (0.07) | $ (0.32) | $ (0.28) |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 33,057,010 | 24,092,172 | 31,947,087 | 20,538,309 |
Diluted (in shares) | 33,057,010 | 24,092,172 | 31,947,087 | 20,538,309 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 3,690 | $ 7,044 |
Restricted cash | 0 | 225 |
Accounts receivable, net of allowance for doubtful accounts of $63 and $14 | 3,138 | 2,529 |
Receivable from sellers of Golden Ridge - working capital adjustment to purchase price | 0 | 1,147 |
Inventories | ||
Finished goods | 680 | 853 |
Raw materials | 85 | 3 |
Packaging | 78 | 102 |
Other current assets | 750 | 610 |
Total current assets | 8,421 | 12,513 |
Property and equipment, net | 19,249 | 15,010 |
Operating lease right-of-use assets | 2,826 | 0 |
Goodwill | 3,915 | 3,178 |
Intangible assets | 942 | 16 |
Other long-term assets | 26 | 0 |
Total assets | 35,379 | 30,717 |
Current liabilities: | ||
Accounts payable | 1,331 | 1,583 |
Commodities payable | 272 | 2,735 |
Accrued salary, wages and benefits | 962 | 933 |
Accrued expenses | 1,033 | 520 |
Customer prepayments | 0 | 145 |
Payable to purchaser of HN - working capital adjustment to purchase price | 0 | 259 |
Margin loan | 1,225 | 0 |
Note payable to seller of Golden Ridge | 0 | 609 |
Operating lease liabilities, current portion | 302 | 0 |
Finance lease liabilities, current portion | 100 | 45 |
Long term debt, current portion | 21 | 32 |
Total current liabilities | 5,246 | 6,861 |
Operating lease liabilities, less current portion | 2,737 | 0 |
Finance lease liabilities, less current portion | 218 | 86 |
Long term debt, less current portion | 42 | 59 |
Total liabilities | 8,243 | 7,006 |
Commitments and contingencies | ||
Shareholders' Equity: | ||
Common stock, no par value, 50,000,000 shares authorized, 33,109,222 shares and 29,098,207 shares, issued and outstanding | 310,465 | 296,739 |
Accumulated deficit | (283,441) | (273,229) |
Total shareholders' equity | 27,136 | 23,711 |
Total liabilities and shareholders' equity | 35,379 | 30,717 |
Series G Convertible Preferred Stock [Member] | ||
Shareholders' Equity: | ||
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, 225 shares and 405 shares, issued and outstanding | $ 112 | $ 201 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 63 | $ 14 |
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) | 33,109,222 | 29,098,207 |
Common stock, shares outstanding (in shares) | 33,109,222 | 29,098,207 |
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) | 225 | 405 |
Convertible preferred stock, shares outstanding (in shares) | 225 | 405 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Cash flow from operating activities: | |||||||
Net loss | $ (3,326) | $ (3,227) | $ (1,627) | $ (1,913) | $ (10,212) | $ (5,700) | |
Loss from discontinued operations | 0 | 0 | 216 | 0 | |||
Loss from continuing operations | (3,326) | (1,627) | (9,996) | (5,700) | |||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | |||||||
Depreciation | 1,332 | 499 | |||||
Amortization | 39 | 45 | |||||
Stock and share-based compensation | 925 | 650 | |||||
Settlement with sellers of Golden Ridge | (849) | 0 | |||||
Other | 166 | 75 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (215) | (236) | |||||
Inventories | 388 | 42 | |||||
Accounts payable and accrued expenses | (43) | (56) | |||||
Commodities payable | (1,896) | 0 | |||||
Other | (308) | (17) | |||||
Net cash used in operating activities | (10,457) | (4,698) | |||||
Cash flows from investing activities: | |||||||
Acquisition of MGI | (3,767) | 0 | |||||
Purchases of property and equipment | (3,513) | (2,384) | |||||
Disbursements of notes receivable | 0 | (400) | |||||
Net cash used in investing activities - continuing operations | (7,280) | (2,784) | |||||
Net cash used in investing activities - discontinued operations | (475) | 0 | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock and pre-funded warrant, net of issuance costs | 11,593 | 0 | |||||
Proceeds from common stock warrant exercises | 1,990 | 11,003 | |||||
Proceeds from common stock option exercises | 156 | 27 | |||||
Proceeds from margin loan | 1,225 | 0 | |||||
Payments of debt and finance lease liabilities | (331) | (2) | |||||
Net cash provided by financing activities | 14,633 | 11,028 | |||||
Net change in cash and cash equivalents and restricted cash | (3,579) | 3,546 | |||||
Cash and cash equivalents and restricted cash, beginning of period | |||||||
Cash and cash equivalents | 7,044 | 6,203 | 7,044 | 6,203 | $ 6,203 | ||
Restricted cash | 225 | 775 | 225 | 775 | 775 | ||
Cash and cash equivalents and restricted cash, beginning of period | $ 7,269 | $ 6,978 | 7,269 | 6,978 | 6,978 | ||
Cash and cash equivalents and restricted cash, end of period | |||||||
Cash and cash equivalents | 3,690 | 10,299 | 3,690 | 10,299 | 7,044 | ||
Restricted cash | 0 | 225 | 0 | 225 | 225 | ||
Cash and cash equivalents and restricted cash, end of period | $ 3,690 | $ 10,524 | 3,690 | 10,524 | $ 7,269 | ||
Supplemental disclosures: | |||||||
Cash paid for interest | 40 | 3 | |||||
Cash paid for income taxes | $ 0 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | NOTE 1. BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited condensed consolidated financial statements (interim financial statements) of RiceBran Technologies and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q; therefore, they do not include all of the information and notes required by GAAP for complete financial statements. The interim financial statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented. All such adjustments were normal and recurring in nature. These interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2018, which included all disclosures required by generally accepted accounting principles. The results reported in these interim financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared based on the realization of assets and the satisfaction of liabilities in the normal course of business. |
BUSINESS
BUSINESS | 9 Months Ended |
Sep. 30, 2019 | |
BUSINESS [Abstract] | |
BUSINESS | NOTE 2. BUSINESS RiceBran Technologies is a vertically integrated 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 rice bran, an underutilized by-product of rice milling. We apply our proprietary technologies and intellectual properties to convert raw rice bran into high value products including stabilized rice bran (SRB), RiBalance, a rice bran nutritional package derived from SRB; RiSolubles, a nutritious, carbohydrate and lipid rich fraction of RiBalance; RiFiber, a fiber rich insoluble derivative of RiBalance and ProRyza, a rice bran protein-based product, and a variety of other valuable derivatives extracted from these core products. In granular form, SRB is a food additive used in the production of products for both human and animal consumption. We believe SRB has certain inherent qualities that make it more attractive for this purpose than food additives based on the by-products of other agricultural commodities, such as corn and soybeans. Our SRB and refined SRB products and derivatives 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. Our target customers are natural food, food and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally. We manufacture and distribute SRB in various granulations from four locations: two leased facilities located within supplier-owned rice mills in Arbuckle and West Sacramento, California; one company-owned facility in Mermentau, Louisiana and since November 2018, our first company-owned rice mill in Wynne, Arkansas, Golden Ridge Rice Mills, Inc. At our Dillon, Montana facility, we produce SRB based products and derivatives that have been further refined through our proprietary processes. Our Golden Ridge rice mill in Wynne, Arkansas also supplies grades U.S. No. 1 and No. 2 premium long and medium white rice. In April 2019, we purchased MGI Grain Processing, LLC, a grain processing facility in East Grand Forks, Minnesota, |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Guidance Not Yet Adopted In June 2016, the Financial Accounting Standards Board (FASB) issued guidance, ASU 2016-13 , Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, Recently Adopted Accounting Guidance In February 2016, the FASB issued guidance which changed the accounting for leases, , Leases. On January 1, 2019, we adopted the guidance, and subsequent guidance related to the topic in ASU 2018-11, using the modified retrospective method. Upon completing our implementation assessment of the guidance, we concluded that no adjustment was required to our retained earnings as of January 1, 2019. We elected the package of practical expedients in transition for leases that commenced prior to January 1, 2019, and therefore did not We have no land easements. For all asset classes, we elected to (i) not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less and (ii) not separate nonlease components from lease components, and we have accounted for combined lease and nonlease components as a single lease component disclosures required by the guidance are presented within the “Leases” policy disclosure below and In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions are measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. We adopted ASU 2018-07 on January 1, 2019. The guidance did not change the way we recognize expense for director awards. Adoption of the standard only impacted the recognition of expense, on a prospective basis, for one vendor’s awards which were subject to performance conditions. Adoption of the guidance did not have a material impact on our financial statements for the three or nine months ended September 30, 2019. Additional disclosures required by the guidance are presented within the “Share-Based Compensation” policy disclosure below Reclassifications Certain reclassifications have been made to amounts reported for the prior period to achieve consistent presentation with the current period with no impact on previously reported shareholders’ equity or net loss. Leases We lease certain buildings, land and corporate office space under operating leases with monthly or annual rent payments. We lease certain machinery and equipment under finance leases with monthly rent payments. We determine if an arrangement is a lease at inception. Operating lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as operating lease liabilities in our consolidated balance sheets. Finance lease assets are included in property and equipment, net, and the related liabilities are included as finance lease liabilities in our consolidated balance sheets. We recognize right-of-use assets and lease liabilities based on the present value of the future minimum lease payments over the lease term, beginning at the commencement date, for leases exceeding a year. Minimum lease payments include the fixed lease components of the lease and any variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Lease terms may include options to renew when it is reasonably certain that we will exercise that option. We combine lease and nonlease components and account for them as a single lease component. Certain leases contain rent escalation clauses, rent holidays, capital improvement funding or other lease concessions. In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease. When we cannot readily determine the discount rate implicit in a lease, we utilize our incremental borrowing rate, the rate of interest that we would incur to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. To estimate the incremental borrowing rate we reference a market yield curve consistent with our credit quality. We recognize operating lease expense related to the minimum lease payments on a straight-line basis over the lease term. For finance leases, we recognize amortization expense related to the minimum lease payments on a straight-line basis over the lease term while interest expense is recognized using the effective interest method. Expense related to variable lease payments that do not depend on a rate or index and short-term rentals, on leases with terms less than a year, are expensed as incurred. Share-Based Compensation Share-based compensation expense for stock options granted to employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest and expensed on a straight-line basis over the service period of the grant. We recognize forfeitures as they occur. The Black-Scholes-Merton option pricing model requires us to estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management’s judgment regarding market factors and trends. We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model. 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 with market conditions, share-based compensation is measured based on the fair value of the award on the date of grant using a binomial simulation model and expense is recognized over the derived service period determined by the simulation. The binomial simulation model requires us to estimate key assumptions such as stock volatility, risk-free interest rates and dividend yields based on both historical information and management’s judgment regarding market factors and trends . Share-based compensation for awards to nonemployees is calculated as of the grant date, taking into consideration the probability of satisfaction of performance conditions, in a manner consistent with awards to employees. The expense associated with share-based awards for service is 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 expense associated with share-based awards made in exchange for goods is generally attributed to expense in the same manner as if the vendor had been paid in cash. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2019 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | NOTE 4. ACQUISITIONS Golden Ridge 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). The primary activity of the business is the operation of a rice mill in Wynne, Arkansas. The purchase price for Golden Ridge was subject to adjustment if the estimated working capital with respect to the assets purchased and the liabilities assumed at the time of closing was different than the actual closing working capital, as defined in the purchase agreement. We revised our preliminary estimate of the working capital adjustment as indicated in the table below.The following table summarizes the purchase price allocation as of closing and as revised (in thousands, except share and per share amounts). Estimated at Acquisition and as of Adjustments Estimated as of September 30, 2019 1,666,667 shares of common stock, at fair value of $3.00 per share at closing $ 5,000 $ - $ 5,000 Golden Ridge financial liabilities paid for the seller 2,661 - 2,661 Cash 250 - 250 Note payable to seller 609 - 609 Working capital adjustment to purchase price (1,147 ) 584 (563 ) Total fair value of consideration transferred 7,373 584 7,957 Cash 409 (63 ) 346 Accounts receivable 1,587 87 1,674 Inventories 103 - 103 Property and equipment 5,092 - 5,092 Accounts payable (222 ) 110 (112 ) Commodities payable (2,559 ) 432 (2,127 ) Accrued liabilities (12 ) 12 - Lease liabilities (104 ) - (104 ) Equipment notes payable (99 ) 6 (93 ) Net recognized amounts of identifiable assets acquired and liabilities assumed 4,195 584 4,779 Goodwill $ 3,178 $ - $ 3,178 The 1,666,667 shares issued at closing of our purchase of Golden Ridge included 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 remained in escrow. In July 2019, we reached an agreement to settle the $0.6 million working capital adjustment receivable and other claims with the sellers of Golden Ridge. As a result, (i) 340,000 shares of common stock held in the escrow account ($1.0 million fair value as of Nov. 28, 2018) were returned to us and retired (ii) the remaining $0.4 million in debt we owed to a seller was cancelled and (iii) certain open grain purchase contracts with entities related to a seller were terminated. We recorded a gain on the noncash settlement of $0.8 million in the third quarter of 2019, which is included in other income. In connection with the settlement, 40,952 shares of common stock will be dispursed upon terms of the settlement. The fair value of trade receivables for Golden Ridge at November 28, 2018 was $1.6 million, which was $0.1 million less than the value of gross trade receivables. Goodwill was primarily attributed to intangible assets that do not qualify for separate recognition and synergies generated by Golden Ridge’s integration with our other operations. Between December 31, 2018 and June 30, 2019, information was discovered requiring adjustments to the opening balance sheet of Golden Ridge. The adjustments resulted primarily from an overstatement of the opening balances of commodities payable and accounts payable at December 31, 2018. These balances were adjusted in the June 30, 2019 financial statements. The impact of the adjustments to our prior period financial statements is not considered significant. No additional adjustments were made during the three months ended Septmeber 30, 2019. Our revenues for the three and nine months ended September 30, 2019, include $1.1 million and $5.6 million related to the acquired business. Our net loss for the three and nine months ended September 30, 2019, includes $0.3 million and $1.7 million related to the acquired business. After making a reasonable effort, we were unable to determine the underlying information required to prepare pro forma information for the three and nine months ended September 30, 2018, as if the Golden Ridge acquisition had occurred January 1, 2018. MGI On April 4, 2019, we acquired substantially all of the assets comprising the business of MGI Grain Processing, LLC, a Minnesota limited liability company, now conducting business as MGI Grain Process, Inc. (MGI) for an aggregate purchase price of $3.8 million. The purchase price included $0.3 million deposited in an escrow account at closing which was subsequently released to the sellers in June 2019. MGI owns and operates a grain mill and processing facility in East Grand Forks, Minnesota. The purchase price for MGI is subject to adjustment if the estimated closing working capital with respect to the assets purchased and the liabilities assumed is different than the actual closing working capital, as defined in the purchase agreement. The seller of MGI paid a working capital adjustment of $28 thousand in September 2019.The following table summarizes the preliminary purchase price allocation, the consideration transferred to acquire MGI and the amounts of identified assets acquired and liabilities assumed (in thousands). Estimated at June 30, 2019 Adjustments Estimated at September 30, 2019 Cash $ 3,795 $ 3,795 Working capital adjustment to purchase price (38 ) 10 (28 ) Total fair value of consideration transferred 3,757 10 3,767 Accounts receivable 591 591 Inventories 149 149 Deposits and other current assets 4 (2 ) 2 Property and equipment 1,560 1,560 Customer relationship 930 930 Other finite-lived intangible assets 35 35 Accounts payable (219 ) (219 ) Finance lease liabilities (18 ) - (18 ) Net recognized amounts of identifiable assets acquired and liabilities assumed 3,032 (2 ) 3,030 Goodwill $ 725 $ 12 $ 737 As of September 30, 2019, our appraiser had not yet finalized certain fair value calculations and the purchase price allocation is subject to change pending final management review of the calculations. The fair value of trade receivables at April 4, 2019, equaled the gross amount of trade receivables. The fair value of the customer relationship intangible is estimated using an income approach based on expected future cash flows. Preliminarily, we are amortizing the customer relationship intangible on a straight-line basis over fifteen years . Goodwill primarily was attributed to intangible assets that do not qualify for separate recognition and synergies generated by MGI when combined with our existing operations. The $0.7 million allocated to goodwill is deductible for tax purposes over the next fifteen years. Our revenues for the three and nine months ended September 30, 2019, include $0.6 and $1.3 million related to the acquired MGI business. Our net loss for the three and nine months ended September 30, 2019, includes $0.1 million of net loss from the acquired MGI business. T he following table provides unaudited Three Months Ended Nine Months Ended 2019 2018 2019 2018 Revenues $ 5,300 $ 4,110 $ 19,083 $ 12,360 Loss from continuing operations $ (3,326 ) $ (1,568 ) $ (9,865 ) $ (5,497 ) Loss per share - continuing operations $ (0.09 ) $ (0.07 ) $ (0.31 ) $ (0.27 ) Weighted average number of common shares outstanding - basic and diluted 33,057,010 24,092,172 31,947,087 20,538,309 No adjustments have been made in the proforma 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, 2018, or of our future operating results. |
DISCONTINUED OPERATIONS AND RES
DISCONTINUED OPERATIONS AND RESTRICTED CASH | 9 Months Ended |
Sep. 30, 2019 | |
DISCONTINUED OPERATIONS AND RESTRICTED CASH [Abstract] | |
DISCONTINUED OPERATIONS AND RESTRICTED CASH | NOTE 5. DISCONTINUED OPERATIONS AND RESTRICTED CASH In July 2017, we completed the sale of the assets of Healthy Natural (HN) for $18.3 million in cash and recognized a gain on sale of $8.2 million, net of $4.7 million in taxes. The selling price was subject to adjustment if the estimated closing working capital with respect to the assets sold and the liabilities assumed was different than the actual closing working capital for those assets and liabilities. The $8.2 million net gain on sale recognized in 2017 was based on an estimated working capital adjustment of $0.3 million, which was disputed. Our consolidated balance sheets included a liability for the settlement of the working capital adjustment of $0.3 million as of December 31, 2018. During the three months ended March 31, 2019, we finalized the adjustment with the purchaser of HN, and increased the estimated working capital adjustment from $0.3 million to $0.5 million. We paid the $0.5 million liability in July 2019. The adjustment to lower the gain on the sale of HN as a result of the change in the estimated working capital adjustment is recorded in discontinued operations in the nine months ended September 30, 2019, net of zero tax benefit. Restricted cash on our consolidated balance sheets as of December 31, 2018, related to the $0.2 million balance in an escrow account established at the time of the sale for settlement of the working capital adjustment. The amounts in escrow were released and used to settle a portion of the liability for the working capital adjustment in July 2019. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 9 Months Ended |
Sep. 30, 2019 | |
CASH AND CASH EQUIVALENTS [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 6. CASH AND CASH EQUIVALENTS As of September 30, 2019, we had $2.0 million of cash and cash equivalents invested in a money market fund with net assets invested in U.S. Dollar denominated money market securities of domestic and foreign issuers, U.S. Government securities and repurchase agreements. We consider all liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We have cash on deposit in excess of federally insured limits at a bank. We do not believe that maintaining substantially all such assets with the bank or investing in a liquid mutual fund represent material risks. |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 9 Months Ended |
Sep. 30, 2019 | |
CONCENTRATION OF RISK [Abstract] | |
CONCENTRATION OF RISK | NOTE 7. 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 any consolidated totals) are stated below as a percent of consolidated totals. A B C % of Revenues, three months ended September 30, 2019 10 % 13 % 11 % % of Revenues, three months ended September 30, 2018 NA 19 % 17 % % of Revenues, nine months ended September 30, 2019 14 % 11 % 10 % % of Revenues, nine months ended September 30, 2018 NA 27 % 22 % % of Accounts Receivable, as of September 30, 2019 18 % 15 % 9 % % of Accounts Receivable, as of December 31, 2018 16 % 13 % NA The following table presents revenues by geographic area shipped to (in thousands). Three Months Ended September 30 Nine Months Ended September 30 2019 2018 2019 2018 United States $ 5,046 $ 3,132 $ 16,959 $ 9,244 Other countries 254 331 924 969 Revenues $ 5,300 $ 3,463 $ 17,883 $ 10,213 T Three Months Ended September 30 Nine Months Ended September 30 2019 2018 2019 2018 Food $ 3,573 $ 1,926 $ 12,685 $ 5,657 Animal nutrition 1,727 1,537 5,198 4,556 Revenues $ 5,300 $ 3,463 $ 17,883 $ 10,213 Purchases from certain significant vendors are stated below as a percent of total purchases. Three Months Ended September 30 Nine Months Ended September 30 2019 2018 2019 2018 Vendor 1 6 % 12 % 4 % 12 % Vendor 2 3 % 12 % 3 % 9 % Others 91 % 76 % 93 % 79 % Total 100 % 100 % 100 % 100 % |
PROPERTY
PROPERTY | 9 Months Ended |
Sep. 30, 2019 | |
PROPERTY [Abstract] | |
PROPERTY | NOTE 8. PROPERTY Property, plant and equipment consist of the following (in thousands). September 30 December 31 Estimated Useful Lives Land $ 730 $ 585 Furniture and fixtures 476 430 5-10 years Plant 9,654 8,613 20-40 years, or life of lease Computer and software 1,317 1,295 3-5 years Leasehold improvements 2,019 681 4-15 years, or life of lease Machinery and equipment 16,485 13,528 5-15 years Property and equipment, cost 30,681 25,132 Less accumulated depreciation 11,432 10,122 Property and equipment, net $ 19,249 $ 15,010 Included in accounts payable at September 30, 2019, is $0.4 million related to amounts payable for capital expansion project additions. During the three and nine months ended September 30, 2019, we financed the purchase of $0.2 million of property with finance leases. Property and equipment includes assets which have not yet been placed in service totaling $1.7 million at September 30, 2019, and $2.2 million at December 31, 2018. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 9 Months Ended |
Sep. 30, 2019 | |
GOODWILL AND INTANGIBLES [Abstract] | |
GOODWILL AND INTANGIBLES | NOTE 9. GOODWILL AND INTANGIBLES A summary of goodwill activity . Three Months Ended Nine Months Ended 2019 2018 2019 2018 Goodwill, beginning of period $ 3,903 $ - $ 3,178 $ - MGI acquistion 12 - 737 - Goodwill, end of period $ 3,915 $ - $ 3,915 $ - Intangible assets consisted of the following at the dates indicated below (in thousands). September 30, 2019 December 31, 2018 Estimated Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer Relationships 15 $ 930 $ 31 $ 899 $ - $ - $ - Trademarks 10 13 1 12 - - - Non-compete agreement 5 22 2 20 - - - Other 17 32 21 11 32 16 16 Total intangible assets $ 997 $ 55 $ 942 $ 32 $ 16 $ 16 The intangible assets acquired from MGI in 2019 are described further in Note 4. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2019 | |
DEBT [Abstract] | |
DEBT | NOTE 10. DEBT The margin loan outstanding as of September 30, 2019, was a demand loan collateralized by the investment in the money market fund described in Note 6. It was borrowed under a line of credit which allows us to borrow an amount and at a rate determined at the discretion of the lender. We repaid the $1.2 million borrowing outstanding at September 30, 2019, in October 2019. The note payable to the seller of Golden Ridge, bore interest at an annual rate of 6.8%. Interest was payable monthly. We paid $0.3 million of principal on the note in January 2019. The remaining principal of $0.4 million was payable upon maturity of the note in November 2019. The seller cancelled the note payable in July 2019 in partial settlement of the working capital adjustment receivable from the seller described further in Note 4. Long-term debt consists of equipment notes which expire in 2022. Obligations under these notes were initially recorded in November 2018 when we assumed the debt in connection with our acquisition of 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. In October 2019, we entered into a factoring agreement which provides for a $7.0 million credit facility with a lender. We may only borrow to the extent we have qualifying accounts receivable as defined in the agreement. The facility has an initial two-year term and automatically renews for successive annual periods, unless proper termination notice is given. We paid a facility fee upon inception of the agreement of 0.5% on the facility. We will incur recurring fees under the agreement, including a funding fee of 0.5% above the prime rate, in no event to be less than 5.5%, on any advances and a service fee on average net funds borrowed monthly. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
LEASES [Abstract] | |
LEASES | NOTE 11. LEASES The components of lease expense and cash flows from leases for the three and nine months ended September 30, 2019, follows (amounts in thousands). September 30, 2019 Three Months Ended Nine Months Ended Finance lease cost: Amortization of right-of use assets, included in cost of goods sold $ 19 $ 50 Interest on lease liabilities 5 10 Operating lease cost, included in selling, general and administrative expenses: Fixed leases cost 131 392 Variable lease cost 35 99 Short-term lease cost, included in cost of goods sold 13 29 Total lease cost $ 203 $ 580 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 5 $ 10 Operating cash flows from operating leases $ 131 $ 392 Financing cash flows from finance leases $ 23 $ 54 As of September 30, 2019, variable lease payments do not depend on a rate or index. As of September 30, 2019, property and equipment, net, includes $0.3 million of finance lease right-of-use-assets, with an original cost of $0.4 million. As of September 30, 2019, we do not believe it is certain that we will exercise any renewal options. The remaining terms of our leases and the discount rates used in the calculation of the fair value of our leases as of September 30, 2019, follows. Operating Leases Finance Leases Remaining leases terms (in years) 0.5-13.4 1.3-4.8 Weighted average remaining lease terms (in years) 7.9 3.5 Discount rates 4.9%-9.0 % 4.3%-7.3 % Weighted average discount rate 7.6 % 5.8 % As of September 30, 2019, operating leases have maturities extending through 2032. Maturities of lease liabilities as of September 30, 2019, follows (in thousands). Operating Leases Finance Leases 2019 (three months ended December 31, 2019) $ 114 $ 33 2020 525 115 2021 536 91 2022 548 68 2023 528 38 Thereafter 1,897 11 Total lease payments 4,148 356 Amounts representing interest (1,109 ) (38 ) Present value of lease obligations $ 3,039 $ 318 Future annual minimum operating lease payments and finance lease maturities as of December 31, 2018, prepared in accordance with the guidance in effect prior to adoption of ASU 2016-02, follow (in thousands). Operating Leases Finance Leases 2019 $ 519 $ 51 2020 525 51 2021 536 33 2022 548 5 2023 528 - Thereafter 1,897 - Total minimum lease payments $ 4,553 $ 140 Amounts representing interest (9 ) Present value of minimum payments $ 131 |
EQUITY, SHARE-BASED COMPENSATIO
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | 9 Months Ended |
Sep. 30, 2019 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | NOT E 12. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS On March 8, 2019, we issued and sold 3,046,668 shares of common stock for $3.00 per share and a prefunded warrant (the Prefunded Warrant) exercisable into 1,003,344 shares of common stock for $2.99 per share, in a private placement. The Prefunded Warrant had an exercise price of $0.01 per share and was immediately exercisable; however, we had to obtain approval from our shareholders before the holder could exercise the Prefunded Warrant to the extent such exercise would result in the holder owning in excess of 19.99% of our common shares outstanding. The holder exercised the entire Prefunded Warrant automatically when our shareholders approved the exercise in June 2019. We determined the Prefunded Warrant qualified for equity accounting. The net proceeds from the offering of $11.6 million, after deducting commissions and other cash offering expenses of $0.5 million, are recorded in equity. We determined the exercise price of the warrant was nominal and, as such, have considered the 1,003,344 shares underlying the warrant to be outstanding effective March 8, 2019, for the purposes of calculating basic EPS. Summaries of equity activity for the nine months ended September 30, 2019 and 2018, follow (in thousands, except share amounts). Shares Preferred Common Preferred Common Accumulated Equity Balance, December 31, 2018 405 29,098,207 $ 201 $ 296,739 $ (273,229 ) $ 23,711 Sale of common stock and Prefunded Warrant, net of costs - 3,046,668 - 11,593 - 11,593 Common stock awards under equity incentive plans - 36,881 - 364 - 364 Exercise of common stock warrants - 600,000 - 1,980 - 1,980 Conversion of preferred stock into common stock (180 ) 170,818 (89 ) 89 - - Exercise of common stock options - 77,078 - 60 - 60 Other - - - 28 - 28 Net loss - - - - (3,227 ) (3,227 ) Balance, March 31, 2019 225 33,029,652 112 310,853 (276,456 ) 34,509 Exercise of Prefunded Warrant - 1,003,344 - 10 - 10 Common stock awards under equity incentive plans - 134,984 - 219 - 219 Exercise of common stock options - 78,734 - 87 - 87 Other - - - 32 - 32 Net loss - - - - (3,659 ) (3,659 ) Balance, June 30, 2019 225 34,246,714 112 311,201 (280,115 ) 31,198 Retirement of unvested shares - (830,124 ) - - - - Common stock awards under equity incentive plans - 22,632 - 282 - 282 Exercise of common stock options - 10,000 - 9 - 9 Retirement of shares received in settlement with the sellers of Golden Ridge - (340,000 ) - (1,027 ) - (1,027 ) Net loss - - - - (3,326 ) (3,326 ) Balance, September 30, 2019 225 33,109,222 $ 112 $ 310,465 $ (283,441 ) $ 27,136 Shares Preferred Common Preferred Common Accumulated Equity Balance, December 31, 2017 630 18,046,731 $ 313 $ 279,548 $ (265,128 ) $ 14,733 Common stock awards under equity incentive plans - 78,377 - 245 - 245 Exercise of common stock warrants - 1,827,999 - 1,755 - 1,755 Other - - - 75 - 75 Net loss - - - - (1,913 ) (1,913 ) Balance, March 31, 2018 630 19,953,107 313 281,623 (267,041 ) 14,895 Common stock awards under equity incentive plans - 208,829 - 148 - 148 Exercise of common stock warrants - 4,092,077 - 3,928 - 3,928 Other - - - 23 - 23 Net loss - - - - (2,160 ) (2,160 ) Balance, June 30, 2018 630 24,254,013 313 285,722 (269,201 ) 16,834 Common stock awards under equity incentive plans - 7,188 - 141 - 141 Exercise of common stock warrants - 2,799,392 - 5,320 - 5,320 Exercise of common stock options - 32,500 - 27 - 27 Other - - - 18 - 18 Net loss - - - - (1,627 ) (1,627 ) Balance, September 30, 2018 630 27,093,093 $ 313 $ 291,228 $ (270,828 ) $ 20,713 Common stock issued under equity incentive plans for the nine months ended September 30, 2019 and 2018, follows. 2019 2018 Shares Issued Grant Date Fair Value Per Share Vesting Period (Years) Shares Issued Grant Date Fair Value Per Share Vesting Period (Years) Three Months Ended March 31 Directors 30,887 $ 3.22 1.0 50,469 $ 1.38 1.0 Consultant 5,994 $ 3.48 - 27,908 $ 1.42 - 36,881 78,377 Three Months Ended June 30 Directors 118,111 $ 2.86 1.0 208,829 $ 1.78 1.0 Consultant 16,873 $ 2.86 1.0 - NA NA 134,984 208,829 Three Months Ended September 30 Directors 15,290 $ 2.82 0.9 - NA NA Consultant 7,342 $ 2.69 - 7,188 $ 2.83 - 22,632 7,188 Options Stock option activity for the nine months ended September 30, 2019 and 2018, follows. 2019 2018 Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Outstanding at January 1 950,727 $ 3.06 8.5 639,658 $ 8.83 7.2 Granted (1) 188,662 3.25 $ 2.05 10.0 278,873 1.42 $ 0.97 10.0 Cash exercised (77,078 ) 0.78 7.7 - NA NA Forfeited (25,548 ) 5.66 5.3 (2,047 ) 5.02 8.0 Outstanding at March 31 1,036,763 3.20 8.6 916,484 2.45 8.7 Granted (1) 98,221 3.04 $ 1.84 10.0 - NA NA NA Cash exercised (2) (78,734 ) 1.10 8.2 - NA NA Forfeited (133,016 ) 2.92 0.3 (23,964 ) 1.21 9.4 Outstanding at June 30 923,234 3.40 8.4 892,520 2.49 8.4 Granted (1) 99,000 2.53 $ 1.40 10.0 - NA NA NA Cash exercised (10,000 ) 0.85 7.6 (32,500 ) 0.85 8.6 Forfeited (13,450 ) 11.42 4.7 (109,854 ) 1.61 8.7 Outstanding at September 30 998,784 $ 3.23 8.4 750,166 $ 2.69 8.1 (1) The options granted vest and become exercisable in annual or monthly installments ending four years from the date of grant. (2) Includes options for 31,955 shares of common stock at a weighted average exercise price of $1.16 per share for which we accelerated vesting upon termination of employment for an employee in June of 2019. We expensed $0.1 million of incremental expense upon acceleration of vesting. Restricted Stock Units Restricted stock unit (RSU) activity for the nine months ended September 30, 2019 and 2018, follows. 2019 2018 RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) Nonvested at January 1 1,215,000 $ 683 2.3 1,175,000 $ 161 3.0 Cancelled - - (705,000 ) (31 ) Expensed - (77 ) (11 ) Nonvested at March 31 1,215,000 606 2.0 470,000 119 2.8 Granted 132,062 107 2.3 - - Forfeited (250,000 ) (155 ) (170,000 ) (30 ) Expensed - (66 ) - (11 ) Nonvested at June 30 1,097,062 492 1.9 300,000 78 2.5 Granted 81,000 38 2.7 - - Forfeited - - (130,000 ) (39 ) Expensed - (70 ) - (4 ) Nonvested at September 30 1,178,062 $ 460 1.7 170,000 $ 35 2.3 As of September 30, 2019, we have outstanding RSUs covering a total of 1,178,062 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. Subject to a minimum service period in certain grants, as described in the next sentence, the RSU shares vest as to (i) 117,806 shares on the date the vesting price equals or exceeds $5.00 per share (ii) 353,419 shares the date the vesting price equals or exceeds $10.00 per share and (iii) 706,837 shares the date the vesting price equals or exceeds $15.00 per share. In certain RSUs, vesting occurs the later of the one-year anniversary of the grant and the date the shares reach the vesting price indicated in the preceding sentence. The RSUs expire on the fifth anniversary of each grant. Nonvested Stock Summaries of nonvested stock activity for the nine months ended September 30, 2019 and 2018, follow (in thousands, except share and per share amounts). 2019 2018 Shares Granted Weighted Average Grant Date Fair Value Per Share Fair Value Unrecog- nized Stock Comp- ensation Shares Granted Weighted Average Grant Date Fair Value Per Share Fair Value Unrecog- nized Stock Comp- ensation (1) (2) (1) (2) Nonvested at January 1 193,965 $ 1.84 $ 582 $ 173 384,744 $ 0.94 $ 569 $ 176 Granted - NA NA - NA NA Vested - NA NA - NA NA Nonvested at March 31 193,965 1.84 722 81 384,744 0.94 315 80 Granted to directors 118,111 2.86 338 208,875 1.78 372 Granted to consultants 16,873 2.86 48 - NA NA Vested (193,965 ) 1.84 566 (384,744 ) 0.94 686 Nonvested at June 30 (3) 134,984 2.86 393 374 208,875 1.78 451 360 Granted to directors 15,290 2.82 43 - NA NA Vested - NA NA - NA NA Nonvested at September 30 150,274 $ 2.86 $ 383 $ 313 208,875 $ 1.78 $ 599 $ 267 (1) 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. (2) As of September 30, 2019 and 2018, unrecognized compensation is amortizing over a remaining period of 0.7 years. (3) Excluded 830,104 shares, issued to a supplier, nonvested and unearned as of June 30, 2019. In February 2016, we issued 950,000 shares of common stock to that supplier. The shares were 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 September 30, 2019, 119,896 shares were released from escrow. We recalled and retired the shares remaining in escrow, after the related supply agreement terminated in August 2019. During the three months ended June 30, 2019 and March 31, 2019, we released from escrow and expensed the value of 11,492 and 9,148 shares earned by a vendor, at $2.92 per share, the fair value of the shares on January 1, 2019, when we adopted ASU 2018-07. During the three months ended June 30, 2018 and March 31, 2018, we released from escrow and expensed the value of 10,660 shares ($2.16 per share) and 9,842 ($1.57 per share) shares earned by that vendor. The shares released from escrow in 2018 were valued at the fair value of the shares when earned, under the guidance for nonemployee awards in effect in 2018, prior to our adoption of ASU 2018-07. Warrants Warrant activity, excluding activity related to the Prefunded Warrant, for the nine months ended September 30, 2019 and 2018, follows. 2019 2018 Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) (1) Outstanding at January 1 10,252,714 $ 2.25 2.3 21,157,273 $ 2.30 3.4 Issued (2) - NA NA 315,000 4.73 2.4 Cash exercised (600,000 ) 3.30 - (1,827,999 ) 0.96 4.1 Expired (950,614 ) 5.25 - - NA NA Outstanding at March 31 8,702,100 1.85 2.4 19,644,274 2.47 3.0 Cash exercised - NA NA (4,092,077 ) 0.96 3.7 Expired (989,875 ) 5.60 - (6,000 ) 16.80 - Outstanding at June 30 7,712,225 1.37 2.4 15,546,197 2.86 2.5 Cash exercised - NA NA (2,660,000 ) 2.00 3.0 Cashless exercised (3) - NA NA (300,000 ) 1.60 1.8 Impact of modification (4): After modification - NA NA 600,000 3.30 0.6 Prior to modification - NA NA (850,000 ) 5.27 1.6 Expired - NA NA (2,573 ) 16.00 - Outstanding at September 30 (5) 7,712,225 $ 1.37 2.2 12,333,624 $ 2.93 2.2 (1) Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. As of September 30, 2019, warrant holders may elect to exercise cashless warrants for 3,774,344 shares of common stock at an exercise price of $0.96 per share and 384,536 shares of common stock at an average exercise price of $5.25 per share. 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. If 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. (2) We recognized $0.1 million of expense for these warrant issuances in the three months ended June 30, 2018. (3) We issued 139,392 shares of common stock upon cashless exercise of these warrants, based on the fair value at the date of exercise of $2.63 per share. (4) 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. (5) In October 2019, warrants for the purchase of up to 94,536 shares of common stock at an exercise price of $5.27 per share expired and warrants for the purchase of up to 85,409 shares of common stock at an exercise price of $0.96 per share were cash exercised. |
LOSS PER SHARE (EPS)
LOSS PER SHARE (EPS) | 9 Months Ended |
Sep. 30, 2019 | |
LOSS PER SHARE (EPS) [Abstract] | |
LOSS PER SHARE (EPS) | NOTE 13. 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 stock are considered participating securities as the holders may participate in undistributed earnings with holders of common shares and are not obligated to share in our net losses. Diluted EPS is computed by dividing the net income attributable to our common shareholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effects of outstanding options, warrants, nonvested shares and restricted stock units that vest solely on the basis of a service condition are calculated using the treasury stock method. The dilutive effects of the outstanding preferred stock are calculated using the if-converted method. Below are reconciliations of the numerators and denominators in the EPS computations. Three Months Ended September 30 Nine Months Ended September 30 2019 2018 2019 2018 NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (3,326 ) $ (1,627 ) $ (9,996 ) $ (5,700 ) DENOMINATOR: Basic EPS - weighted average number of common shares outstanding 33,057,010 24,092,172 31,947,087 20,538,309 Effect of dilutive securities outstanding - - - - Diluted EPS - weighted average number of shares outstanding 33,057,010 24,092,172 31,947,087 20,538,309 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 969,566 790,950 1,034,218 843,910 Warrants 7,712,225 14,421,219 8,744,733 17,840,322 Convertible preferred stock 213,523 597,865 228,540 597,865 Restricted stock units 1,138,442 178,478 1,263,275 428,132 Weighted average number of nonvested shares of common stock not included in diluted EPS because effect would be antidilutive 475,567 1,079,079 848,699 1,198,913 The impacts of potentially dilutive securities outstanding at September 30, 2019 and 2018, were not included in the calculation of diluted EPS for the three and nine months ended September 30, 2019 and 2018, because to do so would be anti-dilutive. Those securities listed in the table above which were anti-dilutive for the three and nine months ended September 30, 2019 and 2018, which remain outstanding, could potentially dilute EPS in the future. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 14. INCOME TAXES Our tax expense for the three and nine months ended September 30, 2019 and 2018, differs from the tax expense computed by applying the U.S. statutory tax rate to net losses from continuing operations before income taxes as no tax benefits were recorded for tax losses generated in the U.S. As of September 30, 2019, we had deferred tax assets primarily related to U.S. federal and state tax loss carryforwards. We provided a full valuation allowance against our deferred tax assets as future realization of such assets is not “more likely than not” to occur. Based on our analysis of tax positions taken on income tax returns filed, we have determined no material liabilities related to uncertain income tax positions exist. Although we believe the amounts reflected in our tax returns substantially comply with applicable U.S. federal, state, and foreign tax regulations, the respective taxing authorities may take contrary positions based on their interpretation of the law. A tax position successfully challenged by a taxing authority could result in an adjustment to our provision or benefit for income taxes in the period in which a final determination is made. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2019 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 15. FAIR VALUE MEASUREMENTS 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 our financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis may include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property. As of September 30, 2019, and December 31, 2018, no assets or liabilities were measured at fair value. 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. The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of September 30, 2019, the fair values of our debt and finance lease liabilities approximated their carrying values, based on the current market rates for similar debt with similar maturities. The fair value of our operating lease liabilities as of September 30, 2019, was approximately $0.3 million higher than their carrying values, based on the current market rates for similar debt with similar maturities (Level 3 measurement). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. 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. 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 | 9 Months Ended |
Sep. 30, 2019 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17. RELATED PARTY TRANSACTIONS In March 2019, we issued and sold to Continental Grain Company (CGC) 666,667 shares of common stock and the Prefunded warrant to purchase up to 1,003,344 shares of common stock for $2.99 per share at an exercise price of $0.01 per share. CGC exercised the warrant in June 2019. Our director, Ari Gendason is a Senior Vice President and Chief Investment Officer of CGC. As of the date of this filing, CGC owned approximately 22.5% 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. |
TRANSACTIONS WITH EMPLOYEES
TRANSACTIONS WITH EMPLOYEES | 9 Months Ended |
Sep. 30, 2019 | |
TRANSACTIONS WITH EMPLOYEES [Abstract] | |
TRANSACTIONS WITH EMPLOYEES | NOTE 18. TRANSACTIONS WITH EMPLOYEES Wayne Wilkison, our former employee and former owner of Golden Ridge, owns various farms and a freight company with which we conduct business. Mr. Wilkison’s employment was terminated in April 2019. During the three and nine months ended September 30, 2019 we paid $0.3 million and $1.7 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 a seller of Golden Ridge, described further in Note 4, was payable to Mr. Wilkison. The purchase price working capital adjustment, described further in Note 4 was receivable from Mr. Wilkison. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION [Abstract] | |
Basis of Presentation | In the opinion of management, the accompanying unaudited condensed consolidated financial statements (interim financial statements) of RiceBran Technologies and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q; therefore, they do not include all of the information and notes required by GAAP for complete financial statements. The interim financial statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented. All such adjustments were normal and recurring in nature. These interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2018, which included all disclosures required by generally accepted accounting principles. The results reported in these interim financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared based on the realization of assets and the satisfaction of liabilities in the normal course of business. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Accounting Guidance Not Yet Adopted | Accounting Guidance Not Yet Adopted In June 2016, the Financial Accounting Standards Board (FASB) issued guidance, ASU 2016-13 , Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In February 2016, the FASB issued guidance which changed the accounting for leases, , Leases. On January 1, 2019, we adopted the guidance, and subsequent guidance related to the topic in ASU 2018-11, using the modified retrospective method. Upon completing our implementation assessment of the guidance, we concluded that no adjustment was required to our retained earnings as of January 1, 2019. We elected the package of practical expedients in transition for leases that commenced prior to January 1, 2019, and therefore did not We have no land easements. For all asset classes, we elected to (i) not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less and (ii) not separate nonlease components from lease components, and we have accounted for combined lease and nonlease components as a single lease component disclosures required by the guidance are presented within the “Leases” policy disclosure below and In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions are measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. We adopted ASU 2018-07 on January 1, 2019. The guidance did not change the way we recognize expense for director awards. Adoption of the standard only impacted the recognition of expense, on a prospective basis, for one vendor’s awards which were subject to performance conditions. Adoption of the guidance did not have a material impact on our financial statements for the three or nine months ended September 30, 2019. Additional disclosures required by the guidance are presented within the “Share-Based Compensation” policy disclosure below |
Reclassifications | Reclassifications Certain reclassifications have been made to amounts reported for the prior period to achieve consistent presentation with the current period with no impact on previously reported shareholders’ equity or net loss. |
Leases | Leases We lease certain buildings, land and corporate office space under operating leases with monthly or annual rent payments. We lease certain machinery and equipment under finance leases with monthly rent payments. We determine if an arrangement is a lease at inception. Operating lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as operating lease liabilities in our consolidated balance sheets. Finance lease assets are included in property and equipment, net, and the related liabilities are included as finance lease liabilities in our consolidated balance sheets. We recognize right-of-use assets and lease liabilities based on the present value of the future minimum lease payments over the lease term, beginning at the commencement date, for leases exceeding a year. Minimum lease payments include the fixed lease components of the lease and any variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Lease terms may include options to renew when it is reasonably certain that we will exercise that option. We combine lease and nonlease components and account for them as a single lease component. Certain leases contain rent escalation clauses, rent holidays, capital improvement funding or other lease concessions. In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease. When we cannot readily determine the discount rate implicit in a lease, we utilize our incremental borrowing rate, the rate of interest that we would incur to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. To estimate the incremental borrowing rate we reference a market yield curve consistent with our credit quality. We recognize operating lease expense related to the minimum lease payments on a straight-line basis over the lease term. For finance leases, we recognize amortization expense related to the minimum lease payments on a straight-line basis over the lease term while interest expense is recognized using the effective interest method. Expense related to variable lease payments that do not depend on a rate or index and short-term rentals, on leases with terms less than a year, are expensed as incurred. |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense for stock options granted to employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest and expensed on a straight-line basis over the service period of the grant. We recognize forfeitures as they occur. The Black-Scholes-Merton option pricing model requires us to estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management’s judgment regarding market factors and trends. We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model. 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 with market conditions, share-based compensation is measured based on the fair value of the award on the date of grant using a binomial simulation model and expense is recognized over the derived service period determined by the simulation. The binomial simulation model requires us to estimate key assumptions such as stock volatility, risk-free interest rates and dividend yields based on both historical information and management’s judgment regarding market factors and trends . Share-based compensation for awards to nonemployees is calculated as of the grant date, taking into consideration the probability of satisfaction of performance conditions, in a manner consistent with awards to employees. The expense associated with share-based awards for service is 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 expense associated with share-based awards made in exchange for goods is generally attributed to expense in the same manner as if the vendor had been paid in cash. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Golden Ridge Rice Mills [Member] | |
Business Acquisition [Line Items] | |
Identified Assets Acquired and Liabilities Assumed Based on Estimated Fair Value | The following table summarizes the purchase price allocation as of closing and as revised (in thousands, except share and per share amounts). Estimated at Acquisition and as of Adjustments Estimated as of September 30, 2019 1,666,667 shares of common stock, at fair value of $3.00 per share at closing $ 5,000 $ - $ 5,000 Golden Ridge financial liabilities paid for the seller 2,661 - 2,661 Cash 250 - 250 Note payable to seller 609 - 609 Working capital adjustment to purchase price (1,147 ) 584 (563 ) Total fair value of consideration transferred 7,373 584 7,957 Cash 409 (63 ) 346 Accounts receivable 1,587 87 1,674 Inventories 103 - 103 Property and equipment 5,092 - 5,092 Accounts payable (222 ) 110 (112 ) Commodities payable (2,559 ) 432 (2,127 ) Accrued liabilities (12 ) 12 - Lease liabilities (104 ) - (104 ) Equipment notes payable (99 ) 6 (93 ) Net recognized amounts of identifiable assets acquired and liabilities assumed 4,195 584 4,779 Goodwill $ 3,178 $ - $ 3,178 |
MGI Grain Processing LLC [Member] | |
Business Acquisition [Line Items] | |
Identified Assets Acquired and Liabilities Assumed Based on Estimated Fair Value | The following table summarizes the preliminary purchase price allocation, the consideration transferred to acquire MGI and the amounts of identified assets acquired and liabilities assumed (in thousands). Estimated at June 30, 2019 Adjustments Estimated at September 30, 2019 Cash $ 3,795 $ 3,795 Working capital adjustment to purchase price (38 ) 10 (28 ) Total fair value of consideration transferred 3,757 10 3,767 Accounts receivable 591 591 Inventories 149 149 Deposits and other current assets 4 (2 ) 2 Property and equipment 1,560 1,560 Customer relationship 930 930 Other finite-lived intangible assets 35 35 Accounts payable (219 ) (219 ) Finance lease liabilities (18 ) - (18 ) Net recognized amounts of identifiable assets acquired and liabilities assumed 3,032 (2 ) 3,030 Goodwill $ 725 $ 12 $ 737 |
Pro Forma Financial Information | T he following table provides unaudited Three Months Ended Nine Months Ended 2019 2018 2019 2018 Revenues $ 5,300 $ 4,110 $ 19,083 $ 12,360 Loss from continuing operations $ (3,326 ) $ (1,568 ) $ (9,865 ) $ (5,497 ) Loss per share - continuing operations $ (0.09 ) $ (0.07 ) $ (0.31 ) $ (0.27 ) Weighted average number of common shares outstanding - basic and diluted 33,057,010 24,092,172 31,947,087 20,538,309 |
CONCENTRATION OF RISK (Tables)
CONCENTRATION OF RISK (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Concentration of Credit Risk [Abstract] | |
Revenues by Geographic Area | The following table presents revenues by geographic area shipped to (in thousands). Three Months Ended September 30 Nine Months Ended September 30 2019 2018 2019 2018 United States $ 5,046 $ 3,132 $ 16,959 $ 9,244 Other countries 254 331 924 969 Revenues $ 5,300 $ 3,463 $ 17,883 $ 10,213 |
Revenues by Product Line | T Three Months Ended September 30 Nine Months Ended September 30 2019 2018 2019 2018 Food $ 3,573 $ 1,926 $ 12,685 $ 5,657 Animal nutrition 1,727 1,537 5,198 4,556 Revenues $ 5,300 $ 3,463 $ 17,883 $ 10,213 |
Customer Concentration Risk [Member] | |
Concentration of Credit Risk [Abstract] | |
Concentrations of Risk | Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of any consolidated totals) are stated below as a percent of consolidated totals. A B C % of Revenues, three months ended September 30, 2019 10 % 13 % 11 % % of Revenues, three months ended September 30, 2018 NA 19 % 17 % % of Revenues, nine months ended September 30, 2019 14 % 11 % 10 % % of Revenues, nine months ended September 30, 2018 NA 27 % 22 % % of Accounts Receivable, as of September 30, 2019 18 % 15 % 9 % % of Accounts Receivable, as of December 31, 2018 16 % 13 % NA |
Vendor Concentration Risk [Member] | |
Concentration of Credit Risk [Abstract] | |
Concentrations of Risk | Purchases from certain significant vendors are stated below as a percent of total purchases. Three Months Ended September 30 Nine Months Ended September 30 2019 2018 2019 2018 Vendor 1 6 % 12 % 4 % 12 % Vendor 2 3 % 12 % 3 % 9 % Others 91 % 76 % 93 % 79 % Total 100 % 100 % 100 % 100 % |
PROPERTY (Tables)
PROPERTY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
PROPERTY [Abstract] | |
Property and Equipment | Property, plant and equipment consist of the following (in thousands). September 30 December 31 Estimated Useful Lives Land $ 730 $ 585 Furniture and fixtures 476 430 5-10 years Plant 9,654 8,613 20-40 years, or life of lease Computer and software 1,317 1,295 3-5 years Leasehold improvements 2,019 681 4-15 years, or life of lease Machinery and equipment 16,485 13,528 5-15 years Property and equipment, cost 30,681 25,132 Less accumulated depreciation 11,432 10,122 Property and equipment, net $ 19,249 $ 15,010 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
GOODWILL AND INTANGIBLES [Abstract] | |
Summary of Goodwill Activity | A summary of goodwill activity . Three Months Ended Nine Months Ended 2019 2018 2019 2018 Goodwill, beginning of period $ 3,903 $ - $ 3,178 $ - MGI acquistion 12 - 737 - Goodwill, end of period $ 3,915 $ - $ 3,915 $ - |
Intangible Assets | Intangible assets consisted of the following at the dates indicated below (in thousands). September 30, 2019 December 31, 2018 Estimated Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer Relationships 15 $ 930 $ 31 $ 899 $ - $ - $ - Trademarks 10 13 1 12 - - - Non-compete agreement 5 22 2 20 - - - Other 17 32 21 11 32 16 16 Total intangible assets $ 997 $ 55 $ 942 $ 32 $ 16 $ 16 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
LEASES [Abstract] | |
Components of Lease Expense | The components of lease expense and cash flows from leases for the three and nine months ended September 30, 2019, follows (amounts in thousands). September 30, 2019 Three Months Ended Nine Months Ended Finance lease cost: Amortization of right-of use assets, included in cost of goods sold $ 19 $ 50 Interest on lease liabilities 5 10 Operating lease cost, included in selling, general and administrative expenses: Fixed leases cost 131 392 Variable lease cost 35 99 Short-term lease cost, included in cost of goods sold 13 29 Total lease cost $ 203 $ 580 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 5 $ 10 Operating cash flows from operating leases $ 131 $ 392 Financing cash flows from finance leases $ 23 $ 54 |
Remaining Lease Term and Discount Rate | The remaining terms of our leases and the discount rates used in the calculation of the fair value of our leases as of September 30, 2019, follows. Operating Leases Finance Leases Remaining leases terms (in years) 0.5-13.4 1.3-4.8 Weighted average remaining lease terms (in years) 7.9 3.5 Discount rates 4.9%-9.0 % 4.3%-7.3 % Weighted average discount rate 7.6 % 5.8 % |
Maturities of Lease Liabilities | Maturities of lease liabilities as of September 30, 2019, follows (in thousands). Operating Leases Finance Leases 2019 (three months ended December 31, 2019) $ 114 $ 33 2020 525 115 2021 536 91 2022 548 68 2023 528 38 Thereafter 1,897 11 Total lease payments 4,148 356 Amounts representing interest (1,109 ) (38 ) Present value of lease obligations $ 3,039 $ 318 |
Future Annual Minimum Operating Lease Payments and Finance Lease Maturities | Future annual minimum operating lease payments and finance lease maturities as of December 31, 2018, prepared in accordance with the guidance in effect prior to adoption of ASU 2016-02, follow (in thousands). Operating Leases Finance Leases 2019 $ 519 $ 51 2020 525 51 2021 536 33 2022 548 5 2023 528 - Thereafter 1,897 - Total minimum lease payments $ 4,553 $ 140 Amounts representing interest (9 ) Present value of minimum payments $ 131 |
EQUITY, SHARE-BASED COMPENSAT_2
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | |
Equity Activity | Summaries of equity activity for the nine months ended September 30, 2019 and 2018, follow (in thousands, except share amounts). Shares Preferred Common Preferred Common Accumulated Equity Balance, December 31, 2018 405 29,098,207 $ 201 $ 296,739 $ (273,229 ) $ 23,711 Sale of common stock and Prefunded Warrant, net of costs - 3,046,668 - 11,593 - 11,593 Common stock awards under equity incentive plans - 36,881 - 364 - 364 Exercise of common stock warrants - 600,000 - 1,980 - 1,980 Conversion of preferred stock into common stock (180 ) 170,818 (89 ) 89 - - Exercise of common stock options - 77,078 - 60 - 60 Other - - - 28 - 28 Net loss - - - - (3,227 ) (3,227 ) Balance, March 31, 2019 225 33,029,652 112 310,853 (276,456 ) 34,509 Exercise of Prefunded Warrant - 1,003,344 - 10 - 10 Common stock awards under equity incentive plans - 134,984 - 219 - 219 Exercise of common stock options - 78,734 - 87 - 87 Other - - - 32 - 32 Net loss - - - - (3,659 ) (3,659 ) Balance, June 30, 2019 225 34,246,714 112 311,201 (280,115 ) 31,198 Retirement of unvested shares - (830,124 ) - - - - Common stock awards under equity incentive plans - 22,632 - 282 - 282 Exercise of common stock options - 10,000 - 9 - 9 Retirement of shares received in settlement with the sellers of Golden Ridge - (340,000 ) - (1,027 ) - (1,027 ) Net loss - - - - (3,326 ) (3,326 ) Balance, September 30, 2019 225 33,109,222 $ 112 $ 310,465 $ (283,441 ) $ 27,136 Shares Preferred Common Preferred Common Accumulated Equity Balance, December 31, 2017 630 18,046,731 $ 313 $ 279,548 $ (265,128 ) $ 14,733 Common stock awards under equity incentive plans - 78,377 - 245 - 245 Exercise of common stock warrants - 1,827,999 - 1,755 - 1,755 Other - - - 75 - 75 Net loss - - - - (1,913 ) (1,913 ) Balance, March 31, 2018 630 19,953,107 313 281,623 (267,041 ) 14,895 Common stock awards under equity incentive plans - 208,829 - 148 - 148 Exercise of common stock warrants - 4,092,077 - 3,928 - 3,928 Other - - - 23 - 23 Net loss - - - - (2,160 ) (2,160 ) Balance, June 30, 2018 630 24,254,013 313 285,722 (269,201 ) 16,834 Common stock awards under equity incentive plans - 7,188 - 141 - 141 Exercise of common stock warrants - 2,799,392 - 5,320 - 5,320 Exercise of common stock options - 32,500 - 27 - 27 Other - - - 18 - 18 Net loss - - - - (1,627 ) (1,627 ) Balance, September 30, 2018 630 27,093,093 $ 313 $ 291,228 $ (270,828 ) $ 20,713 |
Common Stock Issued under Equity Incentive Plans | Common stock issued under equity incentive plans for the nine months ended September 30, 2019 and 2018, follows. 2019 2018 Shares Issued Grant Date Fair Value Per Share Vesting Period (Years) Shares Issued Grant Date Fair Value Per Share Vesting Period (Years) Three Months Ended March 31 Directors 30,887 $ 3.22 1.0 50,469 $ 1.38 1.0 Consultant 5,994 $ 3.48 - 27,908 $ 1.42 - 36,881 78,377 Three Months Ended June 30 Directors 118,111 $ 2.86 1.0 208,829 $ 1.78 1.0 Consultant 16,873 $ 2.86 1.0 - NA NA 134,984 208,829 Three Months Ended September 30 Directors 15,290 $ 2.82 0.9 - NA NA Consultant 7,342 $ 2.69 - 7,188 $ 2.83 - 22,632 7,188 |
Stock Option Activity | Stock option activity for the nine months ended September 30, 2019 and 2018, follows. 2019 2018 Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Outstanding at January 1 950,727 $ 3.06 8.5 639,658 $ 8.83 7.2 Granted (1) 188,662 3.25 $ 2.05 10.0 278,873 1.42 $ 0.97 10.0 Cash exercised (77,078 ) 0.78 7.7 - NA NA Forfeited (25,548 ) 5.66 5.3 (2,047 ) 5.02 8.0 Outstanding at March 31 1,036,763 3.20 8.6 916,484 2.45 8.7 Granted (1) 98,221 3.04 $ 1.84 10.0 - NA NA NA Cash exercised (2) (78,734 ) 1.10 8.2 - NA NA Forfeited (133,016 ) 2.92 0.3 (23,964 ) 1.21 9.4 Outstanding at June 30 923,234 3.40 8.4 892,520 2.49 8.4 Granted (1) 99,000 2.53 $ 1.40 10.0 - NA NA NA Cash exercised (10,000 ) 0.85 7.6 (32,500 ) 0.85 8.6 Forfeited (13,450 ) 11.42 4.7 (109,854 ) 1.61 8.7 Outstanding at September 30 998,784 $ 3.23 8.4 750,166 $ 2.69 8.1 (1) The options granted vest and become exercisable in annual or monthly installments ending four years from the date of grant. (2) Includes options for 31,955 shares of common stock at a weighted average exercise price of $1.16 per share for which we accelerated vesting upon termination of employment for an employee in June of 2019. We expensed $0.1 million of incremental expense upon acceleration of vesting. |
RSU Activity | Restricted stock unit (RSU) activity for the nine months ended September 30, 2019 and 2018, follows. 2019 2018 RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) Nonvested at January 1 1,215,000 $ 683 2.3 1,175,000 $ 161 3.0 Cancelled - - (705,000 ) (31 ) Expensed - (77 ) (11 ) Nonvested at March 31 1,215,000 606 2.0 470,000 119 2.8 Granted 132,062 107 2.3 - - Forfeited (250,000 ) (155 ) (170,000 ) (30 ) Expensed - (66 ) - (11 ) Nonvested at June 30 1,097,062 492 1.9 300,000 78 2.5 Granted 81,000 38 2.7 - - Forfeited - - (130,000 ) (39 ) Expensed - (70 ) - (4 ) Nonvested at September 30 1,178,062 $ 460 1.7 170,000 $ 35 2.3 Nonvested Stock Summaries of nonvested stock activity for the nine months ended September 30, 2019 and 2018, follow (in thousands, except share and per share amounts). 2019 2018 Shares Granted Weighted Average Grant Date Fair Value Per Share Fair Value Unrecog- nized Stock Comp- ensation Shares Granted Weighted Average Grant Date Fair Value Per Share Fair Value Unrecog- nized Stock Comp- ensation (1) (2) (1) (2) Nonvested at January 1 193,965 $ 1.84 $ 582 $ 173 384,744 $ 0.94 $ 569 $ 176 Granted - NA NA - NA NA Vested - NA NA - NA NA Nonvested at March 31 193,965 1.84 722 81 384,744 0.94 315 80 Granted to directors 118,111 2.86 338 208,875 1.78 372 Granted to consultants 16,873 2.86 48 - NA NA Vested (193,965 ) 1.84 566 (384,744 ) 0.94 686 Nonvested at June 30 (3) 134,984 2.86 393 374 208,875 1.78 451 360 Granted to directors 15,290 2.82 43 - NA NA Vested - NA NA - NA NA Nonvested at September 30 150,274 $ 2.86 $ 383 $ 313 208,875 $ 1.78 $ 599 $ 267 (1) 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. (2) As of September 30, 2019 and 2018, unrecognized compensation is amortizing over a remaining period of 0.7 years. (3) Excluded 830,104 shares, issued to a supplier, nonvested and unearned as of June 30, 2019. In February 2016, we issued 950,000 shares of common stock to that supplier. The shares were 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 September 30, 2019, 119,896 shares were released from escrow. We recalled and retired the shares remaining in escrow, after the related supply agreement terminated in August 2019. During the three months ended June 30, 2019 and March 31, 2019, we released from escrow and expensed the value of 11,492 and 9,148 shares earned by a vendor, at $2.92 per share, the fair value of the shares on January 1, 2019, when we adopted ASU 2018-07. During the three months ended June 30, 2018 and March 31, 2018, we released from escrow and expensed the value of 10,660 shares ($2.16 per share) and 9,842 ($1.57 per share) shares earned by that vendor. The shares released from escrow in 2018 were valued at the fair value of the shares when earned, under the guidance for nonemployee awards in effect in 2018, prior to our adoption of ASU 2018-07. |
Warrant Activity | Warrant activity, excluding activity related to the Prefunded Warrant, for the nine months ended September 30, 2019 and 2018, follows. 2019 2018 Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) (1) Outstanding at January 1 10,252,714 $ 2.25 2.3 21,157,273 $ 2.30 3.4 Issued (2) - NA NA 315,000 4.73 2.4 Cash exercised (600,000 ) 3.30 - (1,827,999 ) 0.96 4.1 Expired (950,614 ) 5.25 - - NA NA Outstanding at March 31 8,702,100 1.85 2.4 19,644,274 2.47 3.0 Cash exercised - NA NA (4,092,077 ) 0.96 3.7 Expired (989,875 ) 5.60 - (6,000 ) 16.80 - Outstanding at June 30 7,712,225 1.37 2.4 15,546,197 2.86 2.5 Cash exercised - NA NA (2,660,000 ) 2.00 3.0 Cashless exercised (3) - NA NA (300,000 ) 1.60 1.8 Impact of modification (4): After modification - NA NA 600,000 3.30 0.6 Prior to modification - NA NA (850,000 ) 5.27 1.6 Expired - NA NA (2,573 ) 16.00 - Outstanding at September 30 (5) 7,712,225 $ 1.37 2.2 12,333,624 $ 2.93 2.2 (1) Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. As of September 30, 2019, warrant holders may elect to exercise cashless warrants for 3,774,344 shares of common stock at an exercise price of $0.96 per share and 384,536 shares of common stock at an average exercise price of $5.25 per share. 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. If 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. (2) We recognized $0.1 million of expense for these warrant issuances in the three months ended June 30, 2018. (3) We issued 139,392 shares of common stock upon cashless exercise of these warrants, based on the fair value at the date of exercise of $2.63 per share. (4) 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. (5) In October 2019, warrants for the purchase of up to 94,536 shares of common stock at an exercise price of $5.27 per share expired and warrants for the purchase of up to 85,409 shares of common stock at an exercise price of $0.96 per share were cash exercised. |
LOSS PER SHARE (EPS) (Tables)
LOSS PER SHARE (EPS) (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
LOSS PER SHARE (EPS) [Abstract] | |
Reconciliations of Numerators and Denominators in EPS Computations | Below are reconciliations of the numerators and denominators in the EPS computations. Three Months Ended September 30 Nine Months Ended September 30 2019 2018 2019 2018 NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (3,326 ) $ (1,627 ) $ (9,996 ) $ (5,700 ) DENOMINATOR: Basic EPS - weighted average number of common shares outstanding 33,057,010 24,092,172 31,947,087 20,538,309 Effect of dilutive securities outstanding - - - - Diluted EPS - weighted average number of shares outstanding 33,057,010 24,092,172 31,947,087 20,538,309 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 969,566 790,950 1,034,218 843,910 Warrants 7,712,225 14,421,219 8,744,733 17,840,322 Convertible preferred stock 213,523 597,865 228,540 597,865 Restricted stock units 1,138,442 178,478 1,263,275 428,132 Weighted average number of nonvested shares of common stock not included in diluted EPS because effect would be antidilutive 475,567 1,079,079 848,699 1,198,913 |
BUSINESS (Details)
BUSINESS (Details) | Sep. 30, 2019Location |
BUSINESS [Abstract] | |
Number of locations | 4 |
Number of locations in California | 2 |
Number of locations in Louisiana | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Recently Adopted Accounting Standards [Abstract] | ||
Operating lease right-of-use assets | $ 2,826 | $ 0 |
Operating lease liabilities | $ 3,039 | |
ASU 2016-02 [Member] | ||
Recently Adopted Accounting Standards [Abstract] | ||
Operating lease right-of-use assets | 3,000 | |
Operating lease liabilities | $ 3,300 |
ACQUISITIONS, Golden Ridge (Det
ACQUISITIONS, Golden Ridge (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2019 | Nov. 28, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 |
Consideration Transferred [Abstract] | |||||||||
Cash | $ 3,767 | $ 0 | |||||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||||||
Goodwill | $ 3,915 | 3,915 | 0 | $ 3,178 | $ 3,903 | $ 0 | $ 0 | ||
Details of Acquisition [Abstract] | |||||||||
Gain on noncash settlement | 849 | $ 0 | |||||||
Golden Ridge Rice Mills [Member] | |||||||||
Consideration Transferred [Abstract] | |||||||||
1,666,667 shares of common stock, at fair value of $3.00 per share at Closing | 5,000 | 5,000 | |||||||
Golden Ridge financial liabilities paid for the seller | 2,661 | 2,661 | |||||||
Cash | 250 | 250 | |||||||
Note payable to seller | 609 | 609 | |||||||
Working capital adjustment to purchase price | $ 600 | (563) | (1,147) | ||||||
Total fair value of consideration transferred | 7,957 | 7,373 | |||||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||||||
Cash | 346 | 346 | 409 | ||||||
Accounts Receivable | 1,674 | 1,674 | 1,587 | ||||||
Inventories | 103 | 103 | 103 | ||||||
Property and equipment | 5,092 | 5,092 | 5,092 | ||||||
Accounts payable | (112) | (112) | (222) | ||||||
Commodities payable | (2,127) | (2,127) | (2,559) | ||||||
Accrued liabilities | 0 | 0 | (12) | ||||||
Lease liabilities | (104) | (104) | (104) | ||||||
Equipment notes payable | (93) | (93) | (99) | ||||||
Net recognized amounts of identifiable assets acquired and liabilities assumed | 4,779 | 4,779 | 4,195 | ||||||
Goodwill | $ 3,178 | $ 3,178 | $ 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 held in escrow account (in shares) | 380,952 | 40,952 | 40,952 | 380,952 | |||||
Number of shares returned from escrow account (in shares) | 340,000 | ||||||||
Fair value of common stock held in escrow account | $ 1,000 | ||||||||
Amount deposited in escrow account | 100 | ||||||||
Gain on noncash settlement | $ 800 | ||||||||
Cancellation of debt | $ 400 | ||||||||
Fair value of trade receivables | 1,600 | ||||||||
Difference in gross trade receivables and fair value of trade receivables | $ 100 | ||||||||
Revenue related to acquired business | 1,100 | $ 5,600 | |||||||
Net income related to acquired business | 300 | 1,700 | |||||||
Golden Ridge Rice Mills [Member] | Adjustments [Member] | |||||||||
Consideration Transferred [Abstract] | |||||||||
1,666,667 shares of common stock, at fair value of $3.00 per share at Closing | 0 | ||||||||
Golden Ridge financial liabilities paid for the seller | 0 | ||||||||
Cash | 0 | ||||||||
Note payable to seller | 0 | ||||||||
Working capital adjustment to purchase price | 584 | ||||||||
Total fair value of consideration transferred | 584 | ||||||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||||||
Cash | (63) | (63) | |||||||
Accounts Receivable | 87 | 87 | |||||||
Inventories | 0 | 0 | |||||||
Property and equipment | 0 | 0 | |||||||
Accounts payable | 110 | 110 | |||||||
Commodities payable | 432 | 432 | |||||||
Accrued liabilities | 12 | 12 | |||||||
Lease liabilities | 0 | 0 | |||||||
Equipment notes payable | 6 | 6 | |||||||
Net recognized amounts of identifiable assets acquired and liabilities assumed | 584 | 584 | |||||||
Goodwill | $ 0 | $ 0 |
ACQUISITIONS, MGI (Details)
ACQUISITIONS, MGI (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 04, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Consideration Transferred [Abstract] | |||||||||
Cash | $ 3,767 | $ 0 | |||||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||||||
Goodwill | $ 3,915 | $ 3,903 | $ 0 | $ 3,915 | 0 | $ 3,178 | $ 0 | $ 0 | |
MGI Grain Processing LLC [Member] | |||||||||
Consideration Transferred [Abstract] | |||||||||
Cash | 3,795 | 3,795 | |||||||
Working capital adjustment to purchase price | (28) | (38) | |||||||
Total fair value of consideration transferred | $ 3,800 | 3,767 | 3,757 | ||||||
Amount deposited in escrow account | $ 300 | ||||||||
Goodwill deductible period for tax purposes | 15 years | ||||||||
Revenue related to acquired business | 600 | $ 1,300 | |||||||
Net income related to acquired business | 100 | 100 | |||||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||||||
Accounts Receivable | 591 | 591 | 591 | ||||||
Inventories | 149 | 149 | 149 | ||||||
Deposits and other current assets | 2 | 4 | 2 | ||||||
Property and equipment | 1,560 | 1,560 | 1,560 | ||||||
Customer relationship | 930 | 930 | 930 | ||||||
Other finite-lived intangible assets | 35 | 35 | 35 | ||||||
Accounts payable | (219) | (219) | (219) | ||||||
Finance lease liabilities | (18) | (18) | (18) | ||||||
Net recognized amounts of identifiable assets acquired and liabilities assumed | 3,030 | 3,032 | 3,030 | ||||||
Goodwill | 737 | $ 725 | 737 | ||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||
Revenues | 5,300 | 4,110 | 19,083 | 12,360 | |||||
Loss from continuing operations | $ (3,326) | $ (1,568) | $ (9,865) | $ (5,497) | |||||
Loss per share - continuing operations (in dollars per share) | $ (0.09) | $ (0.07) | $ (0.31) | $ (0.27) | |||||
Weighted average number of common shares outstanding - Basic and Diluted (in shares) | 33,057,010 | 24,092,172 | 31,947,087 | 20,538,309 | |||||
MGI Grain Processing LLC [Member] | Customer Relationships [Member] | |||||||||
Consideration Transferred [Abstract] | |||||||||
Intangible assets amortizing period | 15 years | ||||||||
MGI Grain Processing LLC [Member] | Adjustments [Member] | |||||||||
Consideration Transferred [Abstract] | |||||||||
Working capital adjustment to purchase price | $ 10 | ||||||||
Total fair value of consideration transferred | 10 | ||||||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||||||
Deposits and other current assets | (2) | $ (2) | |||||||
Finance lease liabilities | 0 | 0 | |||||||
Net recognized amounts of identifiable assets acquired and liabilities assumed | (2) | (2) | |||||||
Goodwill | $ 12 | $ 12 |
DISCONTINUED OPERATIONS AND R_2
DISCONTINUED OPERATIONS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jul. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 31, 2017 | |
Healthy Natural (HN) Discontinued Operations [Abstract] | |||||||
Liability for settlement of the working capital adjustment | $ 259 | $ 0 | |||||
Restricted cash | 225 | $ 775 | 0 | $ 225 | |||
Healthy Natural [Member] | |||||||
Healthy Natural (HN) Discontinued Operations [Abstract] | |||||||
Sale of assets | $ 18,300 | ||||||
Gain on sale of business | 8,200 | ||||||
Tax (expense) benefit from gain on sale of business | (4,700) | ||||||
Estimated working capital adjustments | $ 500 | 300 | $ 300 | ||||
Liability for settlement of the working capital adjustment | $ 259,000 | $ 0 | |||||
Payment of working capital liability | $ 500 |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 3,690 | $ 7,044 | $ 10,299 | $ 6,203 |
Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 2,000 |
CONCENTRATION OF RISK (Details)
CONCENTRATION OF RISK (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Concentration of Credit Risk [Abstract] | |||||
Revenues | $ 5,300 | $ 3,463 | $ 17,883 | $ 10,213 | |
Reportable Geographic Segment [Member] | United States [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Revenues | 5,046 | 3,132 | 16,959 | 9,244 | |
Reportable Geographic Segment [Member] | Other Countries [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Revenues | 254 | 331 | 924 | 969 | |
Operating Segments [Member] | Food [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Revenues | 3,573 | 1,926 | 12,685 | 5,657 | |
Operating Segments [Member] | Animal Nutrition [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Revenues | $ 1,727 | $ 1,537 | $ 5,198 | $ 4,556 | |
Revenue [Member] | Customer A [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 10.00% | 14.00% | |||
Revenue [Member] | Customer B [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 13.00% | 19.00% | 11.00% | 27.00% | |
Revenue [Member] | Customer C [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 11.00% | 17.00% | 10.00% | 22.00% | |
Accounts Receivable [Member] | Customer A [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 18.00% | 16.00% | |||
Accounts Receivable [Member] | Customer B [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 15.00% | 13.00% | |||
Accounts Receivable [Member] | Customer C [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 9.00% | ||||
Purchases [Member] | Vendor Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% | |
Purchases [Member] | Vendor 1 [Member] | Vendor Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 6.00% | 12.00% | 4.00% | 12.00% | |
Purchases [Member] | Vendor 2 [Member] | Vendor Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 3.00% | 12.00% | 3.00% | 9.00% | |
Purchases [Member] | Others [Member] | Vendor Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 91.00% | 76.00% | 93.00% | 79.00% |
PROPERTY (Details)
PROPERTY (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Property [Abstract] | |||
Property and equipment, cost | $ 30,681 | $ 30,681 | $ 25,132 |
Less accumulated depreciation | 11,432 | 11,432 | 10,122 |
Property and equipment, net | 19,249 | 19,249 | 15,010 |
Payable for capital expansion project additions | 400 | 400 | |
Purchase of property with finance leases | 200 | 200 | |
Construction in process | 1,700 | 1,700 | 2,200 |
Land [Member] | |||
Property [Abstract] | |||
Property and equipment, cost | 730 | 730 | 585 |
Furniture and Fixtures [Member] | |||
Property [Abstract] | |||
Property and equipment, cost | 476 | $ 476 | 430 |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property [Abstract] | |||
Estimated useful lives | 5 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property [Abstract] | |||
Estimated useful lives | 10 years | ||
Plant [Member] | |||
Property [Abstract] | |||
Property and equipment, cost | 9,654 | $ 9,654 | 8,613 |
Plant [Member] | Minimum [Member] | |||
Property [Abstract] | |||
Estimated useful lives | 20 years | ||
Plant [Member] | Maximum [Member] | |||
Property [Abstract] | |||
Estimated useful lives | 40 years | ||
Computer and Software [Member] | |||
Property [Abstract] | |||
Property and equipment, cost | 1,317 | $ 1,317 | 1,295 |
Computer and Software [Member] | Minimum [Member] | |||
Property [Abstract] | |||
Estimated useful lives | 3 years | ||
Computer and Software [Member] | Maximum [Member] | |||
Property [Abstract] | |||
Estimated useful lives | 5 years | ||
Leasehold Improvements [Member] | |||
Property [Abstract] | |||
Property and equipment, cost | 2,019 | $ 2,019 | 681 |
Leasehold Improvements [Member] | Minimum [Member] | |||
Property [Abstract] | |||
Estimated useful lives | 4 years | ||
Leasehold Improvements [Member] | Maximum [Member] | |||
Property [Abstract] | |||
Estimated useful lives | 15 years | ||
Machinery and Equipment [Member] | |||
Property [Abstract] | |||
Property and equipment, cost | $ 16,485 | $ 16,485 | $ 13,528 |
Machinery and Equipment [Member] | Minimum [Member] | |||
Property [Abstract] | |||
Estimated useful lives | 5 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Property [Abstract] | |||
Estimated useful lives | 15 years |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | |||||
Goodwill, beginning of period | $ 3,903 | $ 0 | $ 3,178 | $ 0 | |
MGI acquisition | 12 | 0 | 737 | 0 | |
Goodwill, end of period | 3,915 | $ 0 | 3,915 | $ 0 | |
Intangible Assets [Abstract] | |||||
Gross carrying value | 997 | 997 | $ 32 | ||
Accumulated amortization | 55 | 55 | 16 | ||
Net carrying value | 942 | $ 942 | 16 | ||
Customer Lists [Member] | |||||
Intangible Assets [Abstract] | |||||
Estimated remaining useful life | 15 years | ||||
Gross carrying value | 930 | $ 930 | 0 | ||
Accumulated amortization | 31 | 31 | 0 | ||
Net carrying value | 899 | $ 899 | 0 | ||
Trademarks [Member] | |||||
Intangible Assets [Abstract] | |||||
Estimated remaining useful life | 10 years | ||||
Gross carrying value | 13 | $ 13 | 0 | ||
Accumulated amortization | 1 | 1 | 0 | ||
Net carrying value | 12 | $ 12 | 0 | ||
Noncompete Agreement [Member] | |||||
Intangible Assets [Abstract] | |||||
Estimated remaining useful life | 5 years | ||||
Gross carrying value | 22 | $ 22 | 0 | ||
Accumulated amortization | 2 | 2 | 0 | ||
Net carrying value | 20 | $ 20 | 0 | ||
Other [Member] | |||||
Intangible Assets [Abstract] | |||||
Estimated remaining useful life | 17 years | ||||
Gross carrying value | 32 | $ 32 | 32 | ||
Accumulated amortization | 21 | 21 | 16 | ||
Net carrying value | $ 11 | $ 11 | $ 16 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2019 | Jan. 31, 2019 | Sep. 30, 2019 | |
Debt Instruments [Abstract] | |||
Outstanding borrowing | $ 1.2 | ||
Note Payable to Seller [Member] | |||
Debt Instruments [Abstract] | |||
Long term debt interest rate | 6.80% | ||
Repayment of note | $ 0.3 | ||
Remaining principal payable upon maturity | $ 0.4 | ||
Maturity date of note | Nov. 30, 2019 | ||
Note Payable to Seller [Member] | Subsequent Events [Member] | |||
Debt Instruments [Abstract] | |||
Repayment of note | $ 1.2 | ||
Equipment Notes [Member] | |||
Debt Instruments [Abstract] | |||
Long term debt interest rate | 4.80% | ||
Maturity date of note | Dec. 31, 2022 | ||
Factoring Agreement [Member] | Subsequent Events [Member] | |||
Debt Instruments [Abstract] | |||
Line of credit facility, maximum borrowing capacity | $ 7 | ||
Line of credit facility, initial term | 2 years | ||
Percentage of facility fee | 0.50% | ||
Percentage of funding fee | 0.50% | ||
Factoring Agreement [Member] | Minimum [Member] | Subsequent Events [Member] | |||
Debt Instruments [Abstract] | |||
Line of credit facility, recurring fee | 5.50% |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Finance lease cost [Abstract] | |||
Amortization of right-of use assets, included in cost of goods sold | $ 19 | $ 50 | |
Interest on lease liabilities | 5 | 10 | |
Operating lease cost, included in selling, general and administrative expenses [Abstract] | |||
Fixed leases cost | 131 | 392 | |
Variable lease cost | 35 | 99 | |
Short-term lease cost, included in cost of goods sold | 13 | 29 | |
Total lease cost | 203 | 580 | |
Cash paid for amounts included in the measurement of lease liabilities [Abstract] | |||
Operating cash flows from finance leases | 5 | 10 | |
Operating cash flows from operating leases | 131 | 392 | |
Financing cash flows from finance leases | 23 | 54 | |
Finance lease right-of-use-assets | $ 300 | $ 300 | |
Operating Leases [Abstract] | |||
Weighted average remaining lease terms (in years) | 7 years 10 months 24 days | 7 years 10 months 24 days | |
Weighted average discount rate | 7.60% | 7.60% | |
Finance Leases [Abstract] | |||
Weighted average remaining lease terms (in years) | 3 years 6 months | 3 years 6 months | |
Weighted average discount rate | 5.80% | 5.80% | |
Maturities of Operating Lease Liabilities [Abstract] | |||
2019 (three months ended December 31, 2019) | $ 114 | $ 114 | |
2020 | 525 | 525 | |
2021 | 536 | 536 | |
2022 | 548 | 548 | |
2023 | 528 | 528 | |
Thereafter | 1,897 | 1,897 | |
Total lease payments | 4,148 | 4,148 | |
Amounts representing interest | (1,109) | (1,109) | |
Present value of lease obligations | 3,039 | 3,039 | |
Maturities of Finance Lease Liabilities [Abstract] | |||
2019 (six months ended December 31, 2019) | 33 | 33 | |
2020 | 115 | 115 | |
2021 | 91 | 91 | |
2022 | 68 | 68 | |
2023 | 38 | 38 | |
Thereafter | 11 | 11 | |
Total lease payments | 356 | 356 | |
Amounts representing interest | (38) | (38) | |
Present value of lease obligations | $ 318 | $ 318 | |
Future annual minimum operating lease payments [Abstract] | |||
2019 | $ 519 | ||
2020 | 525 | ||
2021 | 536 | ||
2022 | 548 | ||
2023 | 528 | ||
Thereafter | 1,897 | ||
Total minimum lease payments | 4,553 | ||
Future annual minimum finance lease payments [Abstract] | |||
2019 | 51 | ||
2020 | 51 | ||
2021 | 33 | ||
2022 | 5 | ||
2023 | 0 | ||
Thereafter | 0 | ||
Total minimum lease payments | 140 | ||
Amounts representing interest | (9) | ||
Present value of minimum payments | $ 131 | ||
Minimum [Member] | |||
Operating Leases [Abstract] | |||
Remaining leases terms (in years) | 6 months | ||
Discount rate | 4.90% | 4.90% | |
Finance Leases [Abstract] | |||
Remaining leases terms (in years) | 1 year 3 months 18 days | ||
Discount rate | 4.30% | 4.30% | |
Maximum [Member] | |||
Operating Leases [Abstract] | |||
Remaining leases terms (in years) | 13 years 4 months 24 days | ||
Discount rate | 9.00% | 9.00% | |
Finance Leases [Abstract] | |||
Remaining leases terms (in years) | 4 years 9 months 18 days | ||
Discount rate | 7.30% | 7.30% |
EQUITY, SHARE-BASED COMPENSAT_3
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Details) $ / shares in Units, $ in Millions | Mar. 08, 2019USD ($)$ / sharesshares |
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |
Stock price (in dollars per share) | $ 3 |
Shares callable by Prefunded Warrant (in shares) | shares | 1,003,344 |
Warrants to purchase shares of common stock price per share (in dollars per share) | $ 2.99 |
Exercise price per warrant (in dollars per share) | $ 0.01 |
Commissions and other cash offering expenses | $ | $ 0.5 |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |
Ownership percentage | 19.99% |
EQUITY, SHARE-BASED COMPENSAT_4
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Summary of Equity Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 31,198 | $ 34,509 | $ 23,711 | $ 16,834 | $ 14,895 | $ 14,733 | $ 23,711 | $ 23,711 | $ 14,733 |
Balance (in shares) | 29,098,207 | 29,098,207 | 29,098,207 | ||||||
Sale of common stock and Prefunded Warrant, net of costs | $ 11,593 | ||||||||
Exercise of Prefunded Warrant | 10 | ||||||||
Retirement of unvested shares | 0 | ||||||||
Common stock awards under equity incentive plans | 282 | 219 | 364 | 141 | 148 | 245 | |||
Exercise of common stock warrants | 1,980 | 5,320 | 3,928 | 1,755 | |||||
Conversion of preferred stock into common stock | 0 | ||||||||
Exercise of common stock options | 9 | 87 | 60 | 27 | |||||
Retirement of shares received in settlement with the sellers of Golden Ridge | (1,027) | ||||||||
Other | 32 | 28 | 18 | 23 | 75 | ||||
Net loss | (3,326) | (3,659) | (3,227) | (1,627) | (2,160) | (1,913) | $ (10,212) | (5,700) | |
Balance | $ 27,136 | 31,198 | 34,509 | 20,713 | 16,834 | 14,895 | $ 31,198 | $ 27,136 | 20,713 |
Balance (in shares) | 33,109,222 | 33,109,222 | |||||||
Preferred Stock [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 112 | 112 | 201 | 313 | 313 | 313 | 201 | $ 201 | 313 |
Sale of common stock and Prefunded Warrant, net of costs | 0 | ||||||||
Exercise of Prefunded Warrant | 0 | ||||||||
Retirement of unvested shares | 0 | ||||||||
Common stock awards under equity incentive plans | 0 | 0 | 0 | 0 | 0 | 0 | |||
Exercise of common stock warrants | 0 | 0 | 0 | 0 | |||||
Conversion of preferred stock into common stock | (89) | ||||||||
Exercise of common stock options | 0 | 0 | 0 | 0 | |||||
Retirement of shares received in settlement with the sellers of Golden Ridge | 0 | ||||||||
Other | 0 | 0 | 0 | 0 | 0 | ||||
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | |||
Balance | $ 112 | $ 112 | $ 112 | $ 313 | $ 313 | $ 313 | $ 112 | $ 112 | $ 313 |
Preferred Stock [Member] | Series G Preferred Stock [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance (in shares) | 225 | 225 | 405 | 630 | 630 | 630 | 405 | 405 | 630 |
Sale of common stock and Prefunded warrant, net of costs (in shares) | 0 | ||||||||
Exercise of Prefunded Warrant (in shares) | 0 | ||||||||
Retirement of unvested shares (in shares) | 0 | ||||||||
Common stock awards under equity incentive plans (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | |||
Exercise of common stock warrants (in shares) | 0 | 0 | 0 | 0 | |||||
Conversion of preferred stock into common stock (in shares) | (180) | ||||||||
Exercise of common stock options (in shares) | 0 | 0 | 0 | 0 | |||||
Retirement of shares received in settlement with the sellers of Golden Ridge (in shares) | 0 | ||||||||
Other (in shares) | 0 | 0 | 0 | 0 | 0 | ||||
Balance (in shares) | 225 | 225 | 225 | 630 | 630 | 630 | 225 | 225 | 630 |
Common Stock [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 311,201 | $ 310,853 | $ 296,739 | $ 285,722 | $ 281,623 | $ 279,548 | $ 296,739 | $ 296,739 | $ 279,548 |
Balance (in shares) | 34,246,714 | 33,029,652 | 29,098,207 | 24,254,013 | 19,953,107 | 18,046,731 | 29,098,207 | 29,098,207 | 18,046,731 |
Sale of common stock and Prefunded Warrant, net of costs | $ 11,593 | ||||||||
Sale of common stock and Prefunded warrant, net of costs (in shares) | 3,046,668 | ||||||||
Exercise of Prefunded Warrant | $ 10 | ||||||||
Exercise of Prefunded Warrant (in shares) | 1,003,344 | ||||||||
Retirement of unvested shares | $ 0 | ||||||||
Retirement of unvested shares (in shares) | (830,124) | ||||||||
Common stock awards under equity incentive plans | $ 282 | $ 219 | $ 364 | $ 141 | $ 148 | $ 245 | |||
Common stock awards under equity incentive plans (in shares) | 22,632 | 134,984 | 36,881 | 7,188 | 208,829 | 78,377 | |||
Exercise of common stock warrants | $ 1,980 | $ 5,320 | $ 3,928 | $ 1,755 | |||||
Exercise of common stock warrants (in shares) | 600,000 | 2,799,392 | 4,092,077 | 1,827,999 | |||||
Conversion of preferred stock into common stock | $ 89 | ||||||||
Conversion of preferred stock into common stock (in shares) | 170,818 | ||||||||
Exercise of common stock options | $ 9 | $ 87 | $ 60 | $ 27 | |||||
Exercise of common stock options (in shares) | 10,000 | 78,734 | 77,078 | 32,500 | |||||
Retirement of shares received in settlement with the sellers of Golden Ridge | $ (1,027) | ||||||||
Retirement of shares received in settlement with the sellers of Golden Ridge (in shares) | (340,000) | ||||||||
Other | $ 32 | $ 28 | $ 18 | $ 23 | $ 75 | ||||
Other (in shares) | 0 | 0 | 0 | 0 | 0 | ||||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Balance | $ 310,465 | $ 311,201 | $ 310,853 | $ 291,228 | $ 285,722 | $ 281,623 | $ 311,201 | $ 310,465 | $ 291,228 |
Balance (in shares) | 33,109,222 | 34,246,714 | 33,029,652 | 27,093,093 | 24,254,013 | 19,953,107 | 34,246,714 | 33,109,222 | 27,093,093 |
Accumulated Deficit [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ (280,115) | $ (276,456) | $ (273,229) | $ (269,201) | $ (267,041) | $ (265,128) | $ (273,229) | $ (273,229) | $ (265,128) |
Sale of common stock and Prefunded Warrant, net of costs | 0 | ||||||||
Exercise of Prefunded Warrant | 0 | ||||||||
Retirement of unvested shares | 0 | ||||||||
Common stock awards under equity incentive plans | 0 | 0 | 0 | 0 | 0 | 0 | |||
Exercise of common stock warrants | 0 | 0 | 0 | 0 | |||||
Conversion of preferred stock into common stock | 0 | ||||||||
Exercise of common stock options | 0 | 0 | 0 | 0 | |||||
Retirement of shares received in settlement with the sellers of Golden Ridge | 0 | ||||||||
Other | 0 | 0 | 0 | 0 | 0 | ||||
Net loss | (3,326) | (3,659) | (3,227) | (1,627) | (2,160) | (1,913) | |||
Balance | $ (283,441) | $ (280,115) | $ (276,456) | $ (270,828) | $ (269,201) | $ (267,041) | $ (280,115) | $ (283,441) | $ (270,828) |
EQUITY, SHARE-BASED COMPENSAT_5
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Common Stock Issued under Equity Incentive Plans (Details) - $ / shares | 3 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Mar. 08, 2019 | |
Common Stock Issued under Equity Incentive Plans [Abstract] | |||||||
Grant date fair value per share (in dollars per share) | $ 3 | ||||||
Common Stock [Member] | |||||||
Common Stock Issued under Equity Incentive Plans [Abstract] | |||||||
Shares issued (in shares) | 22,632 | 134,984 | 36,881 | 7,188 | 208,829 | 78,377 | |
Common Stock [Member] | Consultant [Member] | |||||||
Common Stock Issued under Equity Incentive Plans [Abstract] | |||||||
Shares issued (in shares) | 7,342 | 16,873 | 5,994 | 7,188 | 0 | 27,908 | |
Grant date fair value per share (in dollars per share) | $ 2.69 | $ 2.86 | $ 3.48 | $ 2.83 | $ 1.42 | ||
Vesting period | 0 years | 1 year | 0 years | 0 years | 0 years | ||
Common Stock [Member] | Directors [Member] | |||||||
Common Stock Issued under Equity Incentive Plans [Abstract] | |||||||
Shares issued (in shares) | 15,290 | 118,111 | 30,887 | 0 | 208,829 | 50,469 | |
Grant date fair value per share (in dollars per share) | $ 2.82 | $ 2.86 | $ 3.22 | $ 1.78 | $ 1.38 | ||
Vesting period | 10 months 24 days | 1 year | 1 year | 1 year | 1 year |
EQUITY, SHARE-BASED COMPENSAT_6
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Options (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||||||
Common Stock [Member] | |||||||||||||||||
Shares Under Options, Outstanding [Roll Forward] | |||||||||||||||||
Cash exercised (in shares) | (10,000) | (78,734) | (77,078) | (32,500) | |||||||||||||
Stock Options [Member] | |||||||||||||||||
Shares Under Options, Outstanding [Roll Forward] | |||||||||||||||||
Outstanding at beginning of period (in shares) | 923,234 | 1,036,763 | 950,727 | 892,520 | 916,484 | 639,658 | 950,727 | 950,727 | 639,658 | ||||||||
Granted (in shares) | 99,000 | [1] | 98,221 | [1] | 188,662 | [1] | 0 | [1] | 0 | 278,873 | [1] | ||||||
Cash exercised (in shares) | (10,000) | (78,734) | [2] | (77,078) | (32,500) | 0 | [2] | 0 | |||||||||
Forfeited (in shares) | (13,450) | (133,016) | (25,548) | (109,854) | (23,964) | (2,047) | |||||||||||
Outstanding at end of period (in shares) | 998,784 | 923,234 | 1,036,763 | 750,166 | 892,520 | 916,484 | 923,234 | 998,784 | 950,727 | 639,658 | |||||||
Options, Weighted Average Exercise Price [Roll Forward] | |||||||||||||||||
Outstanding at beginning of period (in dollars per share) | $ 3.40 | $ 3.20 | $ 3.06 | $ 2.49 | $ 2.45 | $ 8.83 | $ 3.06 | $ 3.06 | $ 8.83 | ||||||||
Granted (in dollars per share) | [1] | 2.53 | 3.04 | 3.25 | 1.42 | ||||||||||||
Cash exercised (in dollars per share) | 0.85 | 1.10 | [2] | 0.78 | 0.85 | ||||||||||||
Forfeited (in dollars per share) | 11.42 | 2.92 | 5.66 | 1.61 | 1.21 | 5.02 | |||||||||||
Outstanding at end of period (in dollars per share) | 3.23 | 3.40 | 3.20 | $ 2.69 | $ 2.49 | 2.45 | $ 3.40 | $ 3.23 | $ 3.06 | $ 8.83 | |||||||
Options, Weighted Average Grant Date Fair Value [Abstract] | |||||||||||||||||
Granted (in dollars per share) | [1] | $ 1.40 | $ 1.84 | $ 2.05 | $ 0.97 | ||||||||||||
Options, Weighted Average Remaining Contractual Life [Abstract] | |||||||||||||||||
Outstanding, weighted average remaining contractual life | 8 years 4 months 24 days | 8 years 4 months 24 days | 8 years 7 months 6 days | 8 years 1 month 6 days | 8 years 4 months 24 days | 8 years 8 months 12 days | 8 years 6 months | 7 years 2 months 12 days | |||||||||
Granted | [1] | 10 years | 10 years | 10 years | 10 years | ||||||||||||
Cash exercised | 7 years 7 months 6 days | 8 years 2 months 12 days | [2] | 7 years 8 months 12 days | 8 years 7 months 6 days | ||||||||||||
Forfeited | 4 years 8 months 12 days | 3 months 18 days | 5 years 3 months 18 days | 8 years 8 months 12 days | 9 years 4 months 24 days | 8 years | |||||||||||
Options exercisable period | 4 years | ||||||||||||||||
Incremental expense | $ 0.1 | ||||||||||||||||
Stock Options [Member] | Common Stock [Member] | |||||||||||||||||
Shares Under Options, Outstanding [Roll Forward] | |||||||||||||||||
Cash exercised (in shares) | (31,955) | ||||||||||||||||
Options, Weighted Average Exercise Price [Roll Forward] | |||||||||||||||||
Cash exercised (in dollars per share) | $ 1.16 | ||||||||||||||||
[1] | The options granted vest and become exercisable in annual or monthly installments ending four years from the date of grant. | ||||||||||||||||
[2] | Includes options for 31,955 shares of common stock at a weighted average exercise price of $1.16 per share for which we accelerated vesting upon termination of employment for an employee in June of 2019. We expensed $0.1 million of incremental expense upon acceleration of vesting. |
EQUITY, SHARE-BASED COMPENSAT_7
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Feb. 29, 2016 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||||||
Restricted Stock Award Activity, Number [Roll Forward] | ||||||||||||||||
Beginning balance, Nonvested (in shares) | 134,984 | [1] | 193,965 | 193,965 | 208,875 | [1] | 384,744 | 384,744 | 193,965 | 384,744 | 384,744 | |||||
Granted (in shares) | 0 | 0 | ||||||||||||||
Vested (in shares) | 0 | (193,965) | 0 | 0 | (384,744) | 0 | ||||||||||
Ending balance, Nonvested (in shares) | 150,274 | 134,984 | [1] | 193,965 | 208,875 | 208,875 | [1] | 384,744 | 150,274 | 208,875 | 193,965 | 384,744 | ||||
Unrecognized Stock Compensation [Abstract] | ||||||||||||||||
Unrecognized stock compensation | [2] | $ 374 | [1] | $ 81 | $ 173 | $ 360 | [1] | $ 80 | $ 176 | $ 173 | $ 176 | $ 176 | ||||
Unrecognized stock compensation | [2] | $ 313 | $ 374 | [1] | $ 81 | $ 267 | $ 360 | [1] | $ 80 | $ 313 | $ 267 | $ 173 | $ 176 | |||
Weighted Average Remaining Vesting and Expense Period [Abstract] | ||||||||||||||||
Common stock issued (in shares) | 0 | 0 | ||||||||||||||
Vested (in shares) | 0 | 193,965 | 0 | 0 | 384,744 | 0 | ||||||||||
Restricted Stock Award Activity, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||||||||
Beginning balance, Nonvested (in dollars per share) | $ 2.86 | [1] | $ 1.84 | $ 1.84 | $ 1.78 | [1] | $ 0.94 | $ 0.94 | $ 1.84 | $ 0.94 | $ 0.94 | |||||
Vested (in dollars per share) | 1.84 | 0.94 | ||||||||||||||
Ending balance, Nonvested (in dollars per share) | $ 2.86 | $ 2.86 | [1] | $ 1.84 | $ 1.78 | $ 1.78 | [1] | $ 0.94 | $ 2.86 | $ 1.78 | $ 1.84 | $ 0.94 | ||||
Restricted Stock Award Activity, Fair Value [Abstract] | ||||||||||||||||
Vested, Fair Value | [3] | $ 566 | $ 686 | |||||||||||||
Nonvested, Fair Value | [3] | $ 393 | $ 393 | [1] | $ 722 | $ 599 | $ 451 | [1] | $ 315 | $ 582 | $ 569 | |||||
Consultant [Member] | ||||||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | ||||||||||||||||
Granted (in shares) | 16,873 | 0 | ||||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | ||||||||||||||||
Common stock issued (in shares) | 16,873 | 0 | ||||||||||||||
Restricted Stock Award Activity, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||||||||
Granted (in dollars per share) | $ 2.86 | |||||||||||||||
Restricted Stock Award Activity, Fair Value [Abstract] | ||||||||||||||||
Granted, Fair Value | [3] | $ 48 | ||||||||||||||
Directors [Member] | ||||||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | ||||||||||||||||
Granted (in shares) | 15,290 | 118,111 | 0 | 208,875 | ||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | ||||||||||||||||
Common stock issued (in shares) | 15,290 | 118,111 | 0 | 208,875 | ||||||||||||
Restricted Stock Award Activity, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||||||||
Granted (in dollars per share) | $ 2.82 | $ 2.86 | $ 1.78 | |||||||||||||
Restricted Stock Award Activity, Fair Value [Abstract] | ||||||||||||||||
Granted, Fair Value | [3] | $ 43 | $ 338 | $ 372 | ||||||||||||
Restricted Stock Units [Member] | ||||||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | ||||||||||||||||
Beginning balance, Nonvested (in shares) | 1,097,062 | 1,215,000 | 1,215,000 | 300,000 | 470,000 | 1,175,000 | 1,215,000 | 1,175,000 | 1,175,000 | |||||||
Cancelled (in shares) | 0 | (705,000) | ||||||||||||||
Granted (in shares) | 81,000 | 132,062 | 0 | 0 | 1,178,062 | |||||||||||
Forfeited (in shares) | 0 | (250,000) | (130,000) | (170,000) | ||||||||||||
Ending balance, Nonvested (in shares) | 1,178,062 | 1,097,062 | 1,215,000 | 170,000 | 300,000 | 470,000 | 1,178,062 | 170,000 | 1,215,000 | 1,175,000 | ||||||
Unrecognized Stock Compensation [Abstract] | ||||||||||||||||
Unrecognized stock compensation | $ 492 | $ 606 | $ 683 | $ 78 | $ 119 | $ 161 | $ 683 | $ 161 | $ 161 | |||||||
Granted | 38 | 107 | 0 | 0 | ||||||||||||
Cancelled | 0 | (31) | ||||||||||||||
Expensed | (70) | (66) | (77) | (4) | (11) | (11) | ||||||||||
Forfeited | 0 | (155) | (39) | (30) | ||||||||||||
Unrecognized stock compensation | $ 460 | $ 492 | $ 606 | $ 35 | $ 78 | $ 119 | $ 460 | $ 35 | $ 683 | $ 161 | ||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | ||||||||||||||||
Weighted average expense period (Years) | 1 year 8 months 12 days | 1 year 10 months 24 days | 2 years | 2 years 3 months 18 days | 2 years 6 months | 2 years 9 months 18 days | 2 years 3 months 18 days | 3 years | ||||||||
Granted | 2 years 8 months 12 days | 2 years 3 months 18 days | ||||||||||||||
Common stock issued (in shares) | 81,000 | 132,062 | 0 | 0 | 1,178,062 | |||||||||||
Restricted Stock Award Activity, Fair Value [Abstract] | ||||||||||||||||
Unrecognized compensation amortizing period | 8 months 12 days | 8 months 12 days | ||||||||||||||
Restricted Stock Units [Member] | Minimum [Member] | ||||||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | ||||||||||||||||
Award vesting period | 1 year | |||||||||||||||
Restricted Stock Units [Member] | Maximum [Member] | ||||||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | ||||||||||||||||
Award vesting period | 5 years | |||||||||||||||
Restricted Stock Units [Member] | Supplier [Member] | ||||||||||||||||
Restricted Stock Award Activity, Fair Value [Abstract] | ||||||||||||||||
Shares issued to supplier, nonvested and unearned (in shares) | 950,000 | 830,104 | ||||||||||||||
Fixed price per share held in escrow by supplier (in dollars per share) | $ 2.80 | $ 2.92 | $ 2.92 | $ 2.16 | $ 1.57 | |||||||||||
Cumulative shares released from escrow (in shares) | 119,896 | 119,896 | ||||||||||||||
Shares released from escrow during period (in shares) | 11,492 | 9,148 | 10,660 | 9,842 | ||||||||||||
Vesting Price Equals or Exceeds $5.00 [Member] | Restricted Stock Units [Member] | ||||||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | ||||||||||||||||
Vested (in shares) | (117,806) | |||||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | ||||||||||||||||
Number of trading days | 65 days | |||||||||||||||
Vested (in shares) | 117,806 | |||||||||||||||
Vesting price (in dollars per share) | $ 5 | |||||||||||||||
Vesting Price Equals or Exceeds $10.00 [Member] | Restricted Stock Units [Member] | ||||||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | ||||||||||||||||
Vested (in shares) | (353,419) | |||||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | ||||||||||||||||
Vested (in shares) | 353,419 | |||||||||||||||
Vesting price (in dollars per share) | $ 10 | |||||||||||||||
Vesting Price Equals or Exceeds $15.00 [Member] | Restricted Stock Units [Member] | ||||||||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | ||||||||||||||||
Vested (in shares) | (706,837) | |||||||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | ||||||||||||||||
Vested (in shares) | 706,837 | |||||||||||||||
Vesting price (in dollars per share) | $ 15 | |||||||||||||||
[1] | Excluded 830,104 shares, issued to a supplier, nonvested and unearned as of June 30, 2019. In February 2016, we issued 950,000 shares of common stock to that supplier. The shares were 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 September 30, 2019, 119,896 shares were released from escrow. We recalled and retired the shares remaining in escrow, after the related supply agreement terminated in August 2019. During the three months ended June 30, 2019 and March 31, 2019, we released from escrow and expensed the value of 11,492 and 9,148 shares earned by a vendor, at $2.92 per share, the fair value of the shares on January 1, 2019, when we adopted ASU 2018-07. During the three months ended June 30, 2018 and March 31, 2018, we released from escrow and expensed the value of 10,660 shares ($2.16 per share) and 9,842 ($1.57 per share) shares earned by that vendor. The shares released from escrow in 2018 were valued at the fair value of the shares when earned, under the guidance for nonemployee awards in effect in 2018, prior to our adoption of ASU 2018-07. | |||||||||||||||
[2] | As of September 30, 2019 and 2018, unrecognized compensation is amortizing over a remaining period of 0.7 years. | |||||||||||||||
[3] | Represents pre-tax fair value, based on our closing stock prices, which would have been received by the holders of the stock had all such holders sold their underlying shares on the date indicated, the dates of grant or the dates of vesting, as applicable. |
EQUITY, SHARE-BASED COMPENSAT_8
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS, Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 08, 2019 | |||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||||||||||||||||||
Fair value of exercise price (in dollars per share) | $ 0.01 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Shares Under Warrants [Roll Forward] | |||||||||||||||||||
Outstanding at beginning of period (in shares) | 7,712,225 | [1],[2] | 7,712,225 | [2] | 8,702,100 | [2] | 10,252,714 | [2] | 15,546,197 | 19,644,274 | 21,157,273 | 10,252,714 | [2] | 21,157,273 | |||||
Issued (in shares) | [3] | 0 | [2] | 315,000 | |||||||||||||||
Cash exercised (in shares) | 0 | [2] | 0 | [2] | (600,000) | [2] | (2,660,000) | (4,092,077) | (1,827,999) | ||||||||||
Cashless exercised (in shares) | [4] | 0 | [2] | (300,000) | |||||||||||||||
Impact of warrant modification, After modification (in shares) | [5] | 0 | [2] | 600,000 | |||||||||||||||
Impact of warrant modification, Prior to modification (in shares) | [5] | 0 | [2] | (850,000) | |||||||||||||||
Expired (in shares) | 0 | [2] | (989,875) | [2] | (950,614) | [2] | (2,573) | (6,000) | 0 | ||||||||||
Outstanding at end of period (in shares) | 7,712,225 | [1],[2] | 7,712,225 | [2] | 8,702,100 | [2] | 12,333,624 | [1] | 15,546,197 | 19,644,274 | 7,712,225 | [1],[2] | 10,252,714 | [2] | 21,157,273 | ||||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||||||||||||||||
Outstanding at beginning of period (in dollars per share) | $ 1.37 | [1] | $ 1.37 | $ 1.85 | $ 2.25 | $ 2.86 | $ 2.47 | $ 2.30 | $ 2.25 | $ 2.30 | |||||||||
Issued (in dollars per share) | [3] | 4.73 | |||||||||||||||||
Cash exercised (in dollars per share) | 3.30 | 2 | 0.96 | 0.96 | |||||||||||||||
Cashless exercised (in dollars per share) | [4] | 1.60 | |||||||||||||||||
Impact of warrant modification, After to Modification (in dollars per share) | [5] | 3.30 | |||||||||||||||||
Impact of warrant modification, Prior to Modification (in dollars per share) | [5] | 5.27 | |||||||||||||||||
Expired (in dollars per share) | 5.60 | 5.25 | 16 | 16.80 | |||||||||||||||
Outstanding at end of period (in dollars per share) | $ 1.37 | [1] | $ 1.37 | $ 1.85 | $ 2.93 | [1] | $ 2.86 | $ 2.47 | $ 1.37 | [1] | $ 2.25 | $ 2.30 | |||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||||||||||||||||||
Outstanding, weighted average remaining contractual life | 2 years 2 months 12 days | [1] | 2 years 4 months 24 days | 2 years 4 months 24 days | 2 years 2 months 12 days | [1] | 2 years 6 months | 3 years | 2 years 3 months 18 days | 3 years 4 months 24 days | |||||||||
Issued | [3] | 2 years 4 months 24 days | |||||||||||||||||
Cash exercised | 3 years | 3 years 8 months 12 days | 4 years 1 month 6 days | ||||||||||||||||
Cashless exercised | [4] | 1 year 9 months 18 days | |||||||||||||||||
Impact of warrant modification, After modification | [5] | 7 months 6 days | |||||||||||||||||
Impact of warrant modification, Prior to modification | [5] | 1 year 7 months 6 days | |||||||||||||||||
Expense recognized for the issuances | $ 0.1 | ||||||||||||||||||
Issuance of common stock upon cashless exercise of warrants (in shares) | 139,392 | ||||||||||||||||||
Fair value of exercise price (in dollars per share) | $ 2.63 | $ 2.63 | |||||||||||||||||
Warrant [Member] | $0.96 [Member] | |||||||||||||||||||
Shares Under Warrants [Roll Forward] | |||||||||||||||||||
Cashless exercised (in shares) | 3,774,344 | ||||||||||||||||||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||||||||||||||||
Cashless exercised (in dollars per share) | $ 0.96 | ||||||||||||||||||
Warrant [Member] | $0.96 [Member] | Subsequent Events [Member] | |||||||||||||||||||
Shares Under Warrants [Roll Forward] | |||||||||||||||||||
Cash exercised (in shares) | (85,409) | ||||||||||||||||||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||||||||||||||||
Cash exercised (in dollars per share) | $ 0.96 | ||||||||||||||||||
Warrant [Member] | $5.25 [Member] | |||||||||||||||||||
Shares Under Warrants [Roll Forward] | |||||||||||||||||||
Cashless exercised (in shares) | 384,536 | ||||||||||||||||||
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||||||||||||||||
Cashless exercised (in dollars per share) | $ 5.25 | ||||||||||||||||||
Warrant [Member] | $5.27 [Member] | Subsequent Events [Member] | |||||||||||||||||||
Equity and Liability Warrants, Additional Disclosures [Abstract] | |||||||||||||||||||
Warrants expired (in shares) | (94,536) | ||||||||||||||||||
Warrants expired, exercise price (in dollars per share) | $ 5.27 | ||||||||||||||||||
[1] | In October 2019, warrants for the purchase of up to 94,536 shares of common stock at an exercise price of $5.27 per share expired and warrants for the purchase of up to 85,409 shares of common stock at an exercise price of $0.96 per share were cash exercised. | ||||||||||||||||||
[2] | Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. As of September 30, 2019, warrant holders may elect to exercise cashless warrants for 3,774,344 shares of common stock at an exercise price of $0.96 per share and 384,536 shares of common stock at an average exercise price of $5.25 per share. 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. If 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. | ||||||||||||||||||
[3] | We recognized $0.1 million of expense for these warrant issuances in the three months ended June 30, 2018. | ||||||||||||||||||
[4] | We issued 139,392 shares of common stock upon cashless exercise of these warrants, based on the fair value at the date of exercise of $2.63 per share. | ||||||||||||||||||
[5] | The fair value of the warrants immediately before the modification equaled the fair value of the warrants immediately after the modification and, therefore, no gain or loss was recorded. |
LOSS PER SHARE (EPS) (Details)
LOSS PER SHARE (EPS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
NUMERATOR [Abstract] | ||||
Basic and diluted - loss from continuing operations | $ (3,326) | $ (1,627) | $ (9,996) | $ (5,700) |
DENOMINATOR [Abstract] | ||||
Basic EPS - weighted average number of common shares outstanding (in shares) | 33,057,010 | 24,092,172 | 31,947,087 | 20,538,309 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 33,057,010 | 24,092,172 | 31,947,087 | 20,538,309 |
Stock Options [Member] | ||||
Antidilutive Securities [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) | 969,566 | 790,950 | 1,034,218 | 843,910 |
Warrants [Member] | ||||
Antidilutive Securities [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) | 7,712,225 | 14,421,219 | 8,744,733 | 17,840,322 |
Convertible Preferred Stock [Member] | ||||
Antidilutive Securities [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) | 213,523 | 597,865 | 228,540 | 597,865 |
Restricted Stock Units [Member] | ||||
Antidilutive Securities [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) | 1,138,442 | 178,478 | 1,263,275 | 428,132 |
Nonvested Shares of Common Stock [Member] | ||||
Antidilutive Securities [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) | 475,567 | 1,079,079 | 848,699 | 1,198,913 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Recurring Basis [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 0 | $ 0 |
Financial Liabilities Fair Value Disclosure | 0 | $ 0 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Difference between fair value and carrying value | $ 0.3 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2019shares | Sep. 30, 2019Nominee$ / sharesshares | Mar. 08, 2019$ / sharesshares | |
Related Party Transaction Information [Abstract] | |||
Shares callable by Prefunded Warrant (in shares) | shares | 1,003,344 | ||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Ari Gendason [Member] | Continental Grain Company [Member] | |||
Related Party Transaction Information [Abstract] | |||
Sale of common stock (in shares) | shares | 666,667 | ||
Shares callable by Prefunded Warrant (in shares) | shares | 1,003,344 | ||
Share price (in dollars per share) | $ / shares | $ 2.99 | ||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Ownership interest percentage | 22.50% | ||
Number of nominee for the Board of Directors related party can designate | Nominee | 1 |
TRANSACTIONS WITH EMPLOYEES (De
TRANSACTIONS WITH EMPLOYEES (Details) - Wayne Wilkison [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Employee Transaction [Abstract] | |||
Amount paid to related parties | $ 0.3 | $ 1.7 | |
Commodities payable | $ 1.9 |