Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [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 | 41,972,594 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Consolidated Statements of Operations (Unaudited) [Abstract] | ||||
Revenues | $ 5,160 | $ 5,300 | $ 19,393 | $ 17,883 |
Cost of goods sold | 5,955 | 5,659 | 21,817 | 18,143 |
Gross loss | (795) | (359) | (2,424) | (260) |
Selling, general and administrative expenses | 1,875 | 3,835 | 7,040 | 10,598 |
Operating loss | (2,670) | (4,194) | (9,464) | (10,858) |
Other income (expense): | ||||
Interest income | 0 | 19 | 19 | 42 |
Interest expense | (70) | (9) | (195) | (40) |
Other income | 0 | 859 | 5 | 865 |
Other expense | (26) | (1) | (113) | (5) |
Total other income (expense), net | (96) | 868 | (284) | 862 |
Loss before income taxes | (2,766) | (3,326) | (9,748) | (9,996) |
Income tax expense | (8) | 0 | (8) | 0 |
Loss from continuing operations | (2,774) | (3,326) | (9,756) | (9,996) |
Loss from discontinued operations | 0 | 0 | 0 | (216) |
Net loss | $ (2,774) | $ (3,326) | $ (9,756) | $ (10,212) |
Basic loss per common share: | ||||
Continuing operations (in dollars per share) | $ (0.07) | $ (0.10) | $ (0.24) | $ (0.31) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Basic loss per common share (in dollars per share) | (0.07) | (0.10) | (0.24) | (0.32) |
Diluted loss per common share: | ||||
Continuing operations (in dollars per share) | (0.07) | (0.10) | (0.24) | (0.31) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Diluted loss per common share (in dollars per share) | $ (0.07) | $ (0.10) | $ (0.24) | $ (0.32) |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 40,824,281 | 33,057,010 | 40,279,866 | 31,947,087 |
Diluted (in shares) | 40,824,281 | 33,057,010 | 40,279,866 | 31,947,087 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) [Abstract] | ||||
Net loss | $ (2,774) | $ (3,326) | $ (9,756) | $ (10,212) |
Derivative financial instruments designated as cash flow hedges: | ||||
Gains (losses) arising during the period | 43 | 0 | (57) | 0 |
Reclassification of losses realized to cost of goods sold | 5 | 0 | 57 | 0 |
Net other comprehensive income | 48 | 0 | 0 | 0 |
Comprehensive loss | $ (2,726) | $ (3,326) | $ (9,756) | $ (10,212) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 3,890 | $ 8,444 |
Accounts receivable, net of allowance for doubtful accounts of $23 and $347 | 2,446 | 3,738 |
Inventories | 1,665 | 898 |
Other current assets | 1,619 | 691 |
Total current assets | 9,620 | 13,771 |
Property and equipment, net | 17,289 | 19,077 |
Operating lease right-of-use assets | 2,527 | 2,752 |
Goodwill | 3,915 | 3,915 |
Intangible assets | 777 | 950 |
Other long-term assets | 0 | 27 |
Total assets | 34,128 | 40,492 |
Current liabilities: | ||
Accounts payable | 845 | 833 |
Commodities payable | 554 | 829 |
Accrued salary, wages and benefits | 879 | 877 |
Accrued expenses | 439 | 884 |
Customer prepayments | 0 | 12 |
Operating lease liabilities, current portion | 334 | 309 |
Due under insurance premium finance agreements | 327 | 116 |
Due under factoring agreement | 1,814 | 1,823 |
Finance lease liabilities, current portion | 89 | 101 |
Long-term debt, current portion | 575 | 28 |
Total current liabilities | 5,856 | 5,812 |
Operating lease liabilities, less current portion | 2,403 | 2,674 |
Finance lease liabilities, less current portion | 132 | 190 |
Long-term debt, less current portion | 2,264 | 73 |
Total liabilities | 10,655 | 8,749 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock, no par value, 150,000,000 shares authorized, 41,972,594 shares and 40,074,483 shares, issued and outstanding | 320,297 | 318,811 |
Accumulated deficit | (296,936) | (287,180) |
Total shareholders' equity | 23,473 | 31,743 |
Total liabilities and shareholders' equity | 34,128 | 40,492 |
Series G Convertible Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, stated value $225, 225 shares, issued and outstanding | $ 112 | $ 112 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 23 | $ 347 |
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) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 41,972,594 | 40,074,483 |
Common stock, shares outstanding (in shares) | 41,972,594 | 40,074,483 |
Series G Convertible Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred stock, shares authorized (in shares) | 3,000 | 3,000 |
Preferred stock, stated value | $ 225 | $ 225 |
Convertible preferred stock, shares issued (in shares) | 225 | 225 |
Convertible preferred stock, shares outstanding (in shares) | 225 | 225 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flow from operating activities: | ||
Net loss | $ (9,756) | $ (10,212) |
Loss from discontinued operations | 0 | 216 |
Loss from continuing operations | (9,756) | (9,996) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities | ||
Depreciation | 1,804 | 1,332 |
Amortization | 173 | 39 |
Stock and share-based compensation | 817 | 925 |
Loss on disposition of property and equipment | 305 | 0 |
Loss on involuntary conversion of assets | 100 | 0 |
Settlement with sellers of Golden Ridge | 0 | (849) |
Other | (18) | 166 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Accounts receivable | 1,360 | (215) |
Inventories | (767) | 388 |
Accounts payable and accrued expenses | (651) | (271) |
Commodities payable | (275) | (1,896) |
Other | (320) | (308) |
Net cash used in operating activities | (7,228) | (10,685) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,060) | (3,513) |
Proceeds from insurance on involuntary conversion | 250 | 0 |
Proceeds from sale of property | 15 | 0 |
Acquisition of MGI | 0 | (3,767) |
Net cash used in investing activities - continuing operations | (795) | (7,280) |
Net cash used in investing activities - discontinued operations | 0 | (475) |
Cash flows from financing activities: | ||
Payments on factoring agreement | (20,663) | 0 |
Advances on factoring agreement | 20,584 | 0 |
Advances on insurance premium finance agreements | 802 | 643 |
Payments on insurance premium finance agreements | (591) | (415) |
Advances on debt and finance lease liabilities | 2,792 | 0 |
Payments on debt and finance lease liabilities | (124) | (331) |
Proceeds from issuances of common stock and prefunded warrant, net of issuance costs | 657 | 11,593 |
Proceeds from common stock warrant exercises | 12 | 1,990 |
Proceeds from common stock option exercises | 0 | 156 |
Proceeds from margin loan | 0 | 1,225 |
Net cash provided by financing activities | 3,469 | 14,861 |
Net change in cash and cash equivalents and restricted cash | (4,554) | (3,579) |
Cash and cash equivalents and restricted cash, beginning of period | ||
Cash and cash equivalents | 8,444 | 7,044 |
Restricted cash | 0 | 225 |
Cash and cash equivalents and restricted cash, beginning of period | 8,444 | 7,269 |
Cash and cash equivalents and restricted cash, end of period | ||
Cash and cash equivalents | 3,890 | 3,690 |
Restricted cash | 0 | 0 |
Cash and cash equivalents and restricted cash, end of period | 3,890 | 3,690 |
Supplemental disclosures: | ||
Cash paid for interest | 126 | 40 |
Cash paid for income taxes | $ 7 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2020 | |
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 of a normal and recurring nature necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented. These interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2019, 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, 2020 | |
BUSINESS [Abstract] | |
BUSINESS | NOTE 2. BUSINESS We are a specialty ingredient company focused on producing value-added processing and marketing of healthy, natural and nutrient dense products derived from rice and other small grains, and the by-products created in the milling of these grains. Notably, we apply our proprietary technologies to convert raw rice bran into stabilized rice bran (SRB), and high value derivative products including: 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 our company-owned rice mill in Wynne, Arkansas. At our Dillon, Montana facility, we produce SRB based products and derivatives that have been further refined through our proprietary processes. Our rice mill in Wynne, Arkansas also supplies grades U.S. No. 1 and No. 2 premium long and medium white rice. We also own a grain processing facility in East Grand Forks, Minnesota, at which we mill a variety of grains which we offer to the market. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Guidance Recent accounting standards not yet adopted The following discusses the accounting standard(s) not yet adopted that will, or are expected to, result in a significant change in practice. In June 2016, the Financial Accounting Standards Board (FASB) issued guidance ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments Recently adopted accounting standards In December 2019, the FASB issued guidance ASU No. 2019-12 - Income Taxes (Topic 740) implifying the Accounting for Income Taxes Reclassifications Derivative Financial Instruments In May 2020, we began, from time to time, to use derivative financial instruments to manage a portion of our risks related to commodity prices. We do not use derivative financial instruments for trading or speculative purposes. Changes in the fair value of derivative financial instruments are recognized either in cost of goods sold or in shareholders’ equity as a component of other comprehensive income (loss) (OCI), depending on whether the derivative financial instrument is undesignated or qualifies for hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. the amount |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2020 | |
ACQUISITION [Abstract] | |
ACQUISITION | NOTE 4. ACQUISITION 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 Incorporated (MGI) 2019. The following table provides unaudited pro forma information for the three months and nine months ended September 30, 2019, as if the MGI acquisition had occurred January 1, 2019. Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Revenues (in thousands) $ 5,300 $ 19,083 Loss from continuing operations (in thousands) $ (3,326 ) $ (9,865 ) Loss per share - continuing operations $ (0.10 ) $ (0.31 ) Weighted average number of common shares outstanding - basic and diluted 33,057,010 31,947,087 No adjustments have been made in the pro forma information for synergies that are resulting or planned from the MGI 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, 2019, or of our future operating results |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 9 Months Ended |
Sep. 30, 2020 | |
CASH AND CASH EQUIVALENTS [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 5. CASH AND CASH EQUIVALENTS As of September 30, 2020, we have $2.4 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 money market fund represent material risks. |
ACCOUNTS RECEIVABLE AND REVENUE
ACCOUNTS RECEIVABLE AND REVENUES | 9 Months Ended |
Sep. 30, 2020 | |
ACCOUNTS RECEIVABLE AND REVENUES [Abstract] | |
ACCOUNTS RECEIVABLE AND REVENUES | NOTE 6. ACCOUNTS RECEIVABLE AND REVENUES Amounts billed and due from our customers are classified as accounts receivable on our consolidated balance sheets and require payment on a short-term basis. owever certain customers have terms of up to 120 days. For substantially all of our contracts, control of the ordered product(s) transfers at our location. consolidated Revenues in the three and nine months ended September 30, 2020, include less than $0.1 million in revenue unearned as of December 31, 2019. Our accounts receivable potentially subject us to significant concentrations of credit risk. Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of consolidated totals) are stated below as a percent of consolidated totals. Customer A B C D % of revenues, three months ended September 30, 2020 6 % 12 % 11 % 4 % % of revenues, three months ended September 30, 2019 10 % 13 % 11 % 3 % % of revenues, nine months ended September 30, 2020 11 % 10 % 5 % 3 % % of revenues, nine months ended September 30, 2019 14 % 11 % 10 % 1 % % of accounts receivable, as of September 30, 2020 5 % 19 % 12 % 10 % % of accounts receivable, as of December 31, 2019 31 % 10 % 8 % 10 % In all periods presented, less than 10% of our revenues related to shipments to locations outside of the U.S. T Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 Food $ 3,160 $ 3,573 $ 13,319 $ 12,685 Animal nutrition 2,000 1,727 6,074 5,198 Revenues $ 5,160 $ 5,300 $ 19,393 $ 17,883 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2020 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 7. INVENTORIES The following table details the components of inventories (in thousands). September 30, 2020 December 31, 2019 Finished goods $ 1,363 $ 698 Raw materials 180 90 Packaging 122 110 Inventories $ 1,665 $ 898 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
LEASES [Abstract] | |
LEASES | NOTE 8. LEASES The components of lease expense and cash flows from leases (in thousands) follow. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Finance lease cost: Amortization of right-of use assets, included in cost of goods sold $ 21 $ 19 $ 62 $ 50 Interest on lease liabilities 3 5 11 10 Operating lease cost, included in selling, general and administrative expenses: Fixed leases cost 127 131 388 392 Variable lease cost 41 35 89 99 Short-term lease cost - 13 3 29 Total lease cost $ 192 $ 203 $ 553 $ 580 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 3 $ 5 $ 11 $ 10 Operating cash flows from operating leases $ 127 $ 131 $ 388 $ 392 Financing cash flows from finance leases $ 29 $ 23 $ 75 $ 54 As of September 30, 2020, variable lease payments do not depend on a rate or index. As of September 30, 2020, property and equipment, net, million of finance lease right-of-use-assets, with an original cost of $0.4 million. As of September 30, 2020, 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, 2020, follows. Operating Leases Finance Leases Remaining leases terms (in years) 3.1-12.4 0.3-3.8 Weighted average remaining lease terms (in years) 7.2 2.7 Discount rates 6.3%-9.0 % 4.3%-7.3 % Weighted average discount rate 7.6 % 5.9 % Maturities of lease liabilities as of September 30, 2020, follows (in thousands). Operating Leases Finance Leases 2020 (three months ended December 31, 2020) $ 116 $ 28 2021 536 91 2022 548 68 2023 528 38 2024 428 11 Thereafter 1,468 - Total lease payments 3,624 236 Amounts representing interest (887 ) (15 ) Present value of lease obligations $ 2,737 $ 221 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2020 | |
DEBT [Abstract] | |
DEBT | NOTE 9. DEBT In the three and nine months ended September 30, 2020, we financed amounts owed for annual insurance premiums under financing agreements. As of September 30, 2020, amounts due under insurance premium financing agreements are due in monthly installments of principal and interest through January 2021, at interest rates of 4.7% to 5.5% per year. 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 $0.2 million facility fee upon inception of the agreement which is amortizing to interest expense on a straight-line basis over two years. We 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. During the three and nine months ended September 30, 2020, outstanding borrowings under the agreement averaged $1.7 million and $1.9 million per day, respectively. During the three months ended September 30, 2020, we expensed less than $0.1 million of interest and fees under the agreement. On an annualized basis, fees incurred during the three months ending September 30, 2020 averaged 5.6% (exclusive of deferred cost amortization) and interest averaged 6.0% of the amounts outstanding under the facility. During the nine months ended September 30, 2020, we expensed $0.2 million of interest and fees under the agreement. On an annualized basis, fees incurred during the nine months ending September 30, 2020 averaged 7.9% (exclusive of deferred cost amortization) and interest averaged 6.3% of the amounts outstanding under the facility. Amortization of debt issuance costs in the nine months ended September 30, 2020, was $0.1 million. The lender has the right to demand repayment of the advances at any time. Due under factoring agreement consists of the following (in thousands). September 30, 2020 December 31, 2019 Borrowings outstanding $ 1,912 $ 1,989 Debt issuance costs, net (98 ) (166 ) Due under factoring agreement $ 1,814 $ 1,823 Long-term debt consists of the following (in thousands). September 30, 2020 December 31, 2019 Payroll Protection Program note - Dated April 2020. Interest accrues at an annual rate of 1.0%. Due in monthly installments from November 2020 to April 2022, unless forgiven as described below. $ 1,792 $ - Mortgage promissory note - Dated September 2020. Interest accrues at an annual rate which is the greater of 11.0% above the lender's prime rate and 14.3%. Payable in monthly installments through June 2022. 985 - Debt issuance costs, net - Related to mortgage promissory note dated September 2020 (15 ) - Equipment notes - Initially recorded in November 2018, in the acquisition of Golden Ridge, at the present value of future payments using a discount rate of 4.8% per year, which we determined approximated the market rate for similar debt with similar maturities as of the date of acquisition. Payable in monthly installments. Expire at dates ranging through 2022. 43 62 Equipment note - Dated December 2019. Due in monthly installments through December 2024. Interest accrues at the effective discount rate of 9.3% per year. 34 39 Total long term debt, net $ 2,839 $ 101 In April 2020, we received $1.8 million on an SBA Payroll Protection Program loan as provided for in the Coronavirus Aid, Relief and Economic Security Act (CARES), enacted into U.S. law in March 2020. Under certain conditions, the loan and accrued interest are forgivable, specifically, if the loan proceeds were used for eligible purposes, including payroll, benefits, rent and utilities, and maintaining payroll levels. The amount of loan forgiveness will be reduced if we terminated employees or reduced salaries during the applicable period. Any portion of the loan that is not forgiven is payable over two years at an interest rate of 1.0%, with a deferral of payments for the first six months. We believe we have used the proceeds for purposes consistent with the program. As such, we currently believe that our use of the loan proceeds will meet the conditions for forgiveness of the loan, however, we cannot assure that we will be eligible for forgiveness of the loan, in whole or in part. In July 2020, we entered into a mortgage agreement with a lender pursuant to a promissory note. In September 2020, we borrowed $1.0 million on the note and, in October 2020, we borrowed the remaining $1.0 million available on the note. Interest on this note accrues at an annual rate which is the greater of 11.0% above the lender’s prime rate and 14.3%. In addition, we will incur a facility fee equal to 1.0% of the amount of each advance under the promissory note. The principal amount of the note must be repaid in monthly installments ending in June 2022. The note is secured by certain real property and personal property assets of Golden Ridge Rice Mill, Inc. As of September 30, 2020, the note bore interest at an annual rate of 14.3%. |
EQUITY, SHARE-BASED COMPENSATIO
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | 9 Months Ended |
Sep. 30, 2020 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | NOT E 10. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS In June 2020, our shareholders approved, and we filed an amendment to our articles of incorporation, increasing our authorized shares of common stock from 50,000,000 to 150,000,000. A summary of equity activity follows (in thousands, except share amounts). Shares Accumulated Other Preferred Series G Common Preferred Stock Common Stock Accumulated Deficit Comprehensive Loss Equity Balance, December 31, 2019 225 40,074,483 $ 112 $ 318,811 $ (287,180 ) $ - $ 31,743 Common stock awards under equity incentive plans - 17,534 - 312 - - 312 Net loss - - - - (3,033 ) - (3,033 ) Balance, March 31, 2020 225 40,092,017 112 319,123 (290,213 ) - 29,022 Common stock awards under equity incentive plans - 16,500 - 316 - - 316 Common stock issued to vendors - 31,304 - 36 - - 36 Exercise of common stock warrants - 67,577 - 12 - - 12 Other comprehensive loss - - - - - (48 ) (48 ) Net loss - - - - (3,949 ) - (3,949 ) Balance, June 30, 2020 225 40,207,398 112 319,487 (294,162 ) (48 ) 25,389 Common stock awards under equity incentive plans - 129,404 - 153 - - 153 Sale of common stock, net of costs - 1,635,792 - 657 - - 657 Other comprehensive income - - - - - 48 48 Net loss - - - - (2,774 ) - (2,774 ) Balance, September 30, 2020 225 41,972,594 $ 112 $ 320,297 $ (296,936 ) $ - $ 23,473 Shares Preferred Series G Common Preferred Stock Common Stock Accumulated Deficit 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 On March 30, 2020, we entered into an at market issuance sales agreement with respect to an at-the-market offering program, under which we may offer and sell shares of our common stock having an aggregate offering price of up to $6.0 million through B. Riley FBR, Inc, as sales agent. The issuances and sales of our common stock under the agreement are made pursuant to our effective “shelf” registration statement on Form S-3. During the three months ended September 30, 2020, we issued and sold 1,635,792 shares of common stock under the agreement, at an average price of $0.50 per share. Proceeds from those sales are recorded in equity, net of $0.2 million of stock issuance costs. Stock issuance costs consisted of $0.1 million of legal, advisor and auditor expenses paid in the three months ended March 31, 2020, and $0.1 million of other costs related to the offering paid in the three months ended September 30, 2020. Share-based compensation by type of award follows (in thousands). Three Months Ended Sept. 30, 2020 June 30, 2020 March 31, 2020 Common stock, vested and nonvested at issuance $ 78 $ 95 $ 105 Stock options (86 ) 99 85 Restricted stock units 161 122 122 Compensation expense related to common stock awards issued under equity incentive plan $ 153 $ 316 $ 312 In the three months ended March 31, 2020, we issued 17,534 shares of common stock, vested at issuance, to a consultant at a grant date fair value of $1.11 per share and recognized $0.1 million of expense for shares of common stock vesting during the period. In the three months ended June 30, 2020, under the equity incentive plan, we (i) issued 16,500 shares of common stock, vested at June 30, 2020, at a grant date fair value or $1.16 per shares and (ii) recognized $0.1 million of expense for shares of common stock vesting during the period. In the three months ended June 30, 2020, we issued 31,304 shares of common stock to a vendor, vested at June 30, 2020, at a grant date fair value or $1.14 per share. In the three months ended September 30 2020, we issued (i) 42,383 shares of common stock, vested at issuance, to a consultant at an average grant date fair value of $0.53 per share, (ii) 32,510 shares of common stock, vested at issuance, to a director for board compensation at an average grant date fair value of $0.45 per share, and (iii) 54,511 shares of common stock, vested at issuance, to our former chief executive officer for employment compensation and severance at an average grant date fair value of $0.76 per share, As of September 30, 2020, there were no shares of nonvested common stock outstanding. Stock option activity for the nine months ended September 30, 2020, follows. Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2019 996,009 $ 3.23 8.1 Granted 653,004 1.22 $ 0.73 10.0 Forfeited (125,173 ) 4.74 7.2 Outstanding at March 31, 2020 1,523,840 2.24 8.8 Forfeited (77,357 ) 4.28 7.2 Outstanding at June 30, 2020 1,446,483 $ 2.13 8.6 Forfeited (654,334 ) 1.97 8.8 Outstanding at September 30, 2020 792,149 $ 2.27 8.1 Stock options granted in the three months ended March 31, 2020, each vest and become exercisable in annual installments ending four years from the date of grant and were valued using methods and assumptions comparable to those for our 2019 stock option grants. Restricted stock unit (RSU) activity for the nine months ended September 30, 2020, follows. RSU Shares Issued to Employees and Directors Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) Nonvested at December 31, 2019 1,148,062 $ 377 1.4 Cancelled (625,000 ) - Forfeited (1) (175,000 ) (142 ) Expensed (2) - (122 ) Nonvested at March 31, 2020 348,062 113 1.2 Granted to directors (3) 477,018 426 Forfeited (1) (30,000 ) (24 ) Vested (4) (115,904 ) - Expensed - (122 ) Nonvested at June 30, 2020 679,176 393 0.8 Granted to directors (3) 189,284 87 Granted to consultant (3) 89,286 38 Forfeited (1) (91,000 ) (55 ) Vested (4) (189,284 ) - Expensed - (161 ) Nonvested at September 30, 2020 (5)(6) 677,462 302 0.5 (1) We reversed $0.2 million of expense recognized in prior periods on forfeited RSU shares in the amounts indicated in the unrecognized stock compensation column. (2) We expensed $0.1 million related to recognition of the unrecognized compensation associated with the cancelled RSU shares in the three months ended March 31, 2020. (3) The shares of common stock subject to the RSUs were vested when granted or vest within one year of grant, and issuance of shares thereunder is deferred to the date the holder is no longer providing service to RiceBran Technologies. (4) Represents shares of common stock subject to RSUs which were vested when granted. (5) RSUs for a total of 450,400 shares of common stock vest in June 2021 and issuance of shares of common stock subject to each of those RSUs is deferred to the date the holder is no longer providing service to RiceBran Technologies. (6) A total of 227,062 shares of common stock 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, as described in the next sentence, the RSU shares vest as to (i) 22,706 shares on the date the vesting price equals or exceeds $5.00 per share, (ii) 68,119 shares on the date the vesting price equals or exceeds $10.00 per share and (iii) 136,237 shares on the date the vesting price equals or exceeds $15.00 per share. Vesting on the RSU shares 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 at dates ranging through August 2024. Warrant activity for the nine months ended September 30, 2020, follows. Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, Decembver 31, 2019 7,532,280 $ 1.32 1.9 Expired (265,000 ) 5.25 - Outstanding, March 31, 2020 7,267,280 1.18 1.7 Cash exercised (12,948 ) 0.96 - Cashless exercised (1) (215,740 ) 0.96 - Expired (392,676 ) 4.60 - Outstanding, June 30, 2020 6,645,916 $ 0.98 1.7 Outstanding, Septemeber 30, 2020 (2) 6,645,916 $ 0.98 1.4 (1) In the three months ended June 30, 2020, we issued 54,629 shares of common stock upon the cashless exercise of the warrants. (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, 2020, warrant holders may elect to exercise cashless warrants for 3,484,675 shares of common stock at an exercise price of $0.96 per share and 25,000 shares of common stock at an 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. |
INVOLUNTARY CONVERSION OF ASSET
INVOLUNTARY CONVERSION OF ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
INVOLUNTARY CONVERSION OF ASSETS [Abstract] | |
INVOLUNTARY CONVERSION OF ASSETS | NOTE 11. INVOLUNTARY CONVERSION OF ASSETS In September 2020, we wrote down assets, consisting primarily of a building, machinery and equipment, in the amount of $0.9 million and incurred other costs of $0.1 million as a result of hurricane damage that occurred in August 2020. This event damaged our Lake Charles, Louisiana property, and operations at that facility were shut down in September 2020. We expect insurance recoveries will cover our asset loss to the extent it exceeds our $0.1 million deductible under our insurance policy. In September 2020, we received an advance on the insurance settlement of $0.3 million and we accrued a receivable for the additional $0.7 million of expected insurance proceeds related to our asset loss. The resulting $0.1 million net loss on involuntary conversion of assets is included in selling, general and administrative expenses in our consolidated financial statements. The insurance proceeds receivable is included in other current assets on our consolidated balance sheets. The final settlement with the insurer on this matter will likely differ from the total proceeds we estimated as of September 30, 2020. We accrue estimated insurance proceeds receivable when the proceeds are estimable and probable of collection. Given the nature of recoveries of lost profits under business interruption insurance we have not accrued insurance proceeds receivable for any potential recoveries of lost profits under our insurance policy. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 12. INCOME TAXES Our tax expense for the three and nine months ended September 30, 2020 and 2019, differs from the tax expense computed by applying the U.S. statutory tax rate to net loss from continuing operations before income taxes as no tax benefits were recorded for tax losses generated in the U.S. As of September 30, 2020, 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 an 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. CARES, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss carryback periods, alternative minimum tax credit refunds and modifications to the net interest deduction limitations. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. Except for the impact of the loan we received under the act, see Note 9, we do not anticipate that the act will have a material impact on our financial position, results of operations or cash flows. |
LOSS PER SHARE (EPS)
LOSS PER SHARE (EPS) | 9 Months Ended |
Sep. 30, 2020 | |
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 RiceBran Technologies common shareholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effects of outstanding options, warrants, nonvested shares of common stock and nonvested 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 2020 2019 2020 2019 NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (2,774 ) $ (3,326 ) $ (9,756 ) $ (9,996 ) DENOMINATOR: Weighted average number of shares of shares of common stock outstanding 40,691,824 33,057,010 40,232,289 31,947,087 Weighted average number of shares of common stock underlying vested restricted stock units 132,457 - 47,577 - Basic EPS - weighted average number of shares outstanding 40,824,281 33,057,010 40,279,866 31,947,087 Effect of dilutive securities outstanding - - - - Diluted EPS - weighted average number of shares outstanding 40,824,281 33,057,010 40,279,866 31,947,087 No effects of potentially dilutive securities outstanding during the three and nine months ended September 30, 2020 and 2019, were included in the calculation of diluted EPS for the three and nine months ended September 30, 2020 and 2019, because to do so would be anti-dilutive as a result of our loss from continuing operations. Potentially dilutive securities outstanding during the periods included our outstanding convertible preferred stock, options, warrants, nonvested restricted stock units and nonvested stock. Those potentially dilutive securities, further described in Note 10, could potentially dilute EPS in the future. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 14. FAIR VALUE MEASUREMENTS Derivative financial instruments are carried at fair value, on a recurring basis, in accumulated OCI, and fair value is based on the quoted prices of the financial instruments (Level 1 measurements). The fair value of cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable, commodities payable and short-term debt approximated their carrying value due to shorter maturities. As of September 30, 2020, the fair value of our operating lease liabilities was approximately $0.2 million higher than their carrying values, based on current market rates for similar debt and leases with similar maturities (Level 3 measurements). As of September 30, 2020, the fair values of our long-term debt and finance lease liabilities approximated their carrying values, based on current market rates for similar debt and leases with similar maturities (Level 3 measurements). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15. 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. Defense costs are expensed as incurred and are included in professional fees. 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, except for a contract dispute to be settled between July 2020 and October 2020. In the three and nine months ended September 30, 2020, we recognized $0.5 million and $0.7 million, respectively, in cost of goods sold related to the resolution of the contract dispute as it relates to contract periods through September 30, 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16. RELATED PARTY TRANSACTIONS Our director, Ari Gendason, is an employee and senior vice president and chief investment officer of Continental Grain Company (CGC). As of the date of this filing, CGC owns approximately 25.4% 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. 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 CGC 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. CGC exercised the entire prefunded warrant automatically when our shareholders approved the exercise in June 2019. |
TRANSACTIONS WITH EMPLOYEES
TRANSACTIONS WITH EMPLOYEES | 9 Months Ended |
Sep. 30, 2020 | |
TRANSACTIONS WITH EMPLOYEES [Abstract] | |
TRANSACTIONS WITH EMPLOYEES | NOTE 17. TRANSACTIONS WITH EMPLOYEES During the three months ended March 31, 2019, we paid $1.4 million to entities owned by our former employee, Wayne Wilkison. As of September 30, 2020, and December 31, 2019, no amounts were owed to these entities. |
FAILURE TO COMPLY WITH NASDAQ L
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS | 9 Months Ended |
Sep. 30, 2020 | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS [Abstract] | |
FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS | NOTE 18. FAILURE TO COMPLY WITH NASDAQ LISTING REQUIREMENTS On July 27, 2020, we received a notification letter from The Nasdaq Stock Market LLC (Nasdaq) indicating that we have failed to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires that companies listed on the Nasdaq Capital Market maintain a minimum bid price of $1.00. To regain compliance with this listing rule, the closing bid price of our common stock must be at least $1.00 for 10 consecutive business days. We have a period of 180 calendar days from the date of notification, or until January 25, 2021, to regain compliance. If this appears unlikely as January 25, 2021, approaches, we are committed to taking actions that would enable us to regain compliance, including, if necessary, completing a reverse split of our common stock to increase its share price above the $1.00 minimum bid price. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 of a normal and recurring nature necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented. These interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2019, 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, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Recent Accounting Guidance | Recent Accounting Guidance Recent accounting standards not yet adopted The following discusses the accounting standard(s) not yet adopted that will, or are expected to, result in a significant change in practice. In June 2016, the Financial Accounting Standards Board (FASB) issued guidance ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments Recently adopted accounting standards In December 2019, the FASB issued guidance ASU No. 2019-12 - Income Taxes (Topic 740) implifying the Accounting for Income Taxes |
Reclassifications | Reclassifications |
Derivative Financial Instruments | Derivative Financial Instruments In May 2020, we began, from time to time, to use derivative financial instruments to manage a portion of our risks related to commodity prices. We do not use derivative financial instruments for trading or speculative purposes. Changes in the fair value of derivative financial instruments are recognized either in cost of goods sold or in shareholders’ equity as a component of other comprehensive income (loss) (OCI), depending on whether the derivative financial instrument is undesignated or qualifies for hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. the amount |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
MGI Grain Processing LLC [Member] | |
Business Acquisition [Line Items] | |
Pro Forma Financial Information | The following table provides unaudited pro forma information for the three months and nine months ended September 30, 2019, as if the MGI acquisition had occurred January 1, 2019. Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Revenues (in thousands) $ 5,300 $ 19,083 Loss from continuing operations (in thousands) $ (3,326 ) $ (9,865 ) Loss per share - continuing operations $ (0.10 ) $ (0.31 ) Weighted average number of common shares outstanding - basic and diluted 33,057,010 31,947,087 |
ACCOUNTS RECEIVABLE AND REVEN_2
ACCOUNTS RECEIVABLE AND REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
ACCOUNTS RECEIVABLE AND REVENUES [Abstract] | |
Concentrations of Risk | Our accounts receivable potentially subject us to significant concentrations of credit risk. Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of consolidated totals) are stated below as a percent of consolidated totals. Customer A B C D % of revenues, three months ended September 30, 2020 6 % 12 % 11 % 4 % % of revenues, three months ended September 30, 2019 10 % 13 % 11 % 3 % % of revenues, nine months ended September 30, 2020 11 % 10 % 5 % 3 % % of revenues, nine months ended September 30, 2019 14 % 11 % 10 % 1 % % of accounts receivable, as of September 30, 2020 5 % 19 % 12 % 10 % % of accounts receivable, as of December 31, 2019 31 % 10 % 8 % 10 % |
Revenues by Product Line | In all periods presented, less than 10% of our revenues related to shipments to locations outside of the U.S. T Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 Food $ 3,160 $ 3,573 $ 13,319 $ 12,685 Animal nutrition 2,000 1,727 6,074 5,198 Revenues $ 5,160 $ 5,300 $ 19,393 $ 17,883 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
INVENTORIES [Abstract] | |
Components of Inventories | The following table details the components of inventories (in thousands). September 30, 2020 December 31, 2019 Finished goods $ 1,363 $ 698 Raw materials 180 90 Packaging 122 110 Inventories $ 1,665 $ 898 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
LEASES [Abstract] | |
Components of Lease Expense | The components of lease expense and cash flows from leases (in thousands) follow. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Finance lease cost: Amortization of right-of use assets, included in cost of goods sold $ 21 $ 19 $ 62 $ 50 Interest on lease liabilities 3 5 11 10 Operating lease cost, included in selling, general and administrative expenses: Fixed leases cost 127 131 388 392 Variable lease cost 41 35 89 99 Short-term lease cost - 13 3 29 Total lease cost $ 192 $ 203 $ 553 $ 580 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 3 $ 5 $ 11 $ 10 Operating cash flows from operating leases $ 127 $ 131 $ 388 $ 392 Financing cash flows from finance leases $ 29 $ 23 $ 75 $ 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, 2020, follows. Operating Leases Finance Leases Remaining leases terms (in years) 3.1-12.4 0.3-3.8 Weighted average remaining lease terms (in years) 7.2 2.7 Discount rates 6.3%-9.0 % 4.3%-7.3 % Weighted average discount rate 7.6 % 5.9 % |
Maturities of Lease Liabilities | Maturities of lease liabilities as of September 30, 2020, follows (in thousands). Operating Leases Finance Leases 2020 (three months ended December 31, 2020) $ 116 $ 28 2021 536 91 2022 548 68 2023 528 38 2024 428 11 Thereafter 1,468 - Total lease payments 3,624 236 Amounts representing interest (887 ) (15 ) Present value of lease obligations $ 2,737 $ 221 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
DEBT [Abstract] | |
Dues Under Factoring Agreement | Due under factoring agreement consists of the following (in thousands). September 30, 2020 December 31, 2019 Borrowings outstanding $ 1,912 $ 1,989 Debt issuance costs, net (98 ) (166 ) Due under factoring agreement $ 1,814 $ 1,823 |
Long-term Debt | Long-term debt consists of the following (in thousands). September 30, 2020 December 31, 2019 Payroll Protection Program note - Dated April 2020. Interest accrues at an annual rate of 1.0%. Due in monthly installments from November 2020 to April 2022, unless forgiven as described below. $ 1,792 $ - Mortgage promissory note - Dated September 2020. Interest accrues at an annual rate which is the greater of 11.0% above the lender's prime rate and 14.3%. Payable in monthly installments through June 2022. 985 - Debt issuance costs, net - Related to mortgage promissory note dated September 2020 (15 ) - Equipment notes - Initially recorded in November 2018, in the acquisition of Golden Ridge, at the present value of future payments using a discount rate of 4.8% per year, which we determined approximated the market rate for similar debt with similar maturities as of the date of acquisition. Payable in monthly installments. Expire at dates ranging through 2022. 43 62 Equipment note - Dated December 2019. Due in monthly installments through December 2024. Interest accrues at the effective discount rate of 9.3% per year. 34 39 Total long term debt, net $ 2,839 $ 101 |
EQUITY, SHARE-BASED COMPENSAT_2
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | |
Equity Activity | A summary of equity activity follows (in thousands, except share amounts). Shares Accumulated Other Preferred Series G Common Preferred Stock Common Stock Accumulated Deficit Comprehensive Loss Equity Balance, December 31, 2019 225 40,074,483 $ 112 $ 318,811 $ (287,180 ) $ - $ 31,743 Common stock awards under equity incentive plans - 17,534 - 312 - - 312 Net loss - - - - (3,033 ) - (3,033 ) Balance, March 31, 2020 225 40,092,017 112 319,123 (290,213 ) - 29,022 Common stock awards under equity incentive plans - 16,500 - 316 - - 316 Common stock issued to vendors - 31,304 - 36 - - 36 Exercise of common stock warrants - 67,577 - 12 - - 12 Other comprehensive loss - - - - - (48 ) (48 ) Net loss - - - - (3,949 ) - (3,949 ) Balance, June 30, 2020 225 40,207,398 112 319,487 (294,162 ) (48 ) 25,389 Common stock awards under equity incentive plans - 129,404 - 153 - - 153 Sale of common stock, net of costs - 1,635,792 - 657 - - 657 Other comprehensive income - - - - - 48 48 Net loss - - - - (2,774 ) - (2,774 ) Balance, September 30, 2020 225 41,972,594 $ 112 $ 320,297 $ (296,936 ) $ - $ 23,473 Shares Preferred Series G Common Preferred Stock Common Stock Accumulated Deficit 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 |
Share-based Compensation by Type of Award | Share-based compensation by type of award follows (in thousands). Three Months Ended Sept. 30, 2020 June 30, 2020 March 31, 2020 Common stock, vested and nonvested at issuance $ 78 $ 95 $ 105 Stock options (86 ) 99 85 Restricted stock units 161 122 122 Compensation expense related to common stock awards issued under equity incentive plan $ 153 $ 316 $ 312 |
Stock Option Activity | Stock option activity for the nine months ended September 30, 2020, follows. Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2019 996,009 $ 3.23 8.1 Granted 653,004 1.22 $ 0.73 10.0 Forfeited (125,173 ) 4.74 7.2 Outstanding at March 31, 2020 1,523,840 2.24 8.8 Forfeited (77,357 ) 4.28 7.2 Outstanding at June 30, 2020 1,446,483 $ 2.13 8.6 Forfeited (654,334 ) 1.97 8.8 Outstanding at September 30, 2020 792,149 $ 2.27 8.1 |
RSU Activity | Restricted stock unit (RSU) activity for the nine months ended September 30, 2020, follows. RSU Shares Issued to Employees and Directors Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) Nonvested at December 31, 2019 1,148,062 $ 377 1.4 Cancelled (625,000 ) - Forfeited (1) (175,000 ) (142 ) Expensed (2) - (122 ) Nonvested at March 31, 2020 348,062 113 1.2 Granted to directors (3) 477,018 426 Forfeited (1) (30,000 ) (24 ) Vested (4) (115,904 ) - Expensed - (122 ) Nonvested at June 30, 2020 679,176 393 0.8 Granted to directors (3) 189,284 87 Granted to consultant (3) 89,286 38 Forfeited (1) (91,000 ) (55 ) Vested (4) (189,284 ) - Expensed - (161 ) Nonvested at September 30, 2020 (5)(6) 677,462 302 0.5 (1) We reversed $0.2 million of expense recognized in prior periods on forfeited RSU shares in the amounts indicated in the unrecognized stock compensation column. (2) We expensed $0.1 million related to recognition of the unrecognized compensation associated with the cancelled RSU shares in the three months ended March 31, 2020. (3) The shares of common stock subject to the RSUs were vested when granted or vest within one year of grant, and issuance of shares thereunder is deferred to the date the holder is no longer providing service to RiceBran Technologies. (4) Represents shares of common stock subject to RSUs which were vested when granted. (5) RSUs for a total of 450,400 shares of common stock vest in June 2021 and issuance of shares of common stock subject to each of those RSUs is deferred to the date the holder is no longer providing service to RiceBran Technologies. (6) A total of 227,062 shares of common stock 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, as described in the next sentence, the RSU shares vest as to (i) 22,706 shares on the date the vesting price equals or exceeds $5.00 per share, (ii) 68,119 shares on the date the vesting price equals or exceeds $10.00 per share and (iii) 136,237 shares on the date the vesting price equals or exceeds $15.00 per share. Vesting on the RSU shares 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 at dates ranging through August 2024. |
Warrant Activity | Warrant activity for the nine months ended September 30, 2020, follows. Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, Decembver 31, 2019 7,532,280 $ 1.32 1.9 Expired (265,000 ) 5.25 - Outstanding, March 31, 2020 7,267,280 1.18 1.7 Cash exercised (12,948 ) 0.96 - Cashless exercised (1) (215,740 ) 0.96 - Expired (392,676 ) 4.60 - Outstanding, June 30, 2020 6,645,916 $ 0.98 1.7 Outstanding, Septemeber 30, 2020 (2) 6,645,916 $ 0.98 1.4 (1) In the three months ended June 30, 2020, we issued 54,629 shares of common stock upon the cashless exercise of the warrants. (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, 2020, warrant holders may elect to exercise cashless warrants for 3,484,675 shares of common stock at an exercise price of $0.96 per share and 25,000 shares of common stock at an 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. |
LOSS PER SHARE (EPS) (Tables)
LOSS PER SHARE (EPS) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 2020 2019 2020 2019 NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (2,774 ) $ (3,326 ) $ (9,756 ) $ (9,996 ) DENOMINATOR: Weighted average number of shares of shares of common stock outstanding 40,691,824 33,057,010 40,232,289 31,947,087 Weighted average number of shares of common stock underlying vested restricted stock units 132,457 - 47,577 - Basic EPS - weighted average number of shares outstanding 40,824,281 33,057,010 40,279,866 31,947,087 Effect of dilutive securities outstanding - - - - Diluted EPS - weighted average number of shares outstanding 40,824,281 33,057,010 40,279,866 31,947,087 |
BUSINESS (Details)
BUSINESS (Details) | Sep. 30, 2020Location |
BUSINESS [Abstract] | |
Number of locations | 4 |
Number of locations in California | 2 |
Number of locations in Louisiana | 1 |
ACQUISITION (Details)
ACQUISITION (Details) - MGI Grain Processing LLC [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues | $ 5,300 | $ 19,083 |
Loss from continuing operations | $ (3,326) | $ (9,865) |
Loss per share - continuing operations (in dollars per share) | $ (0.10) | $ (0.31) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 33,057,010 | 31,947,087 |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 3,890 | $ 8,444 | $ 3,690 | $ 7,044 |
Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 2,400 |
ACCOUNTS RECEIVABLE AND REVEN_3
ACCOUNTS RECEIVABLE AND REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Concentration of Credit Risk [Abstract] | |||||
Revenues | $ 5,160 | $ 5,300 | $ 19,393 | $ 17,883 | |
Revenue unearned | 0 | $ 0 | $ 12 | ||
Minimum [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Receivables payment term | 30 days | ||||
Maximum [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Receivables payment term | 120 days | ||||
Revenue unearned | 100 | $ 100 | |||
Operating Segments [Member] | Food [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Revenues | 3,160 | 3,573 | 13,319 | 12,685 | |
Operating Segments [Member] | Animal Nutrition [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Revenues | $ 2,000 | $ 1,727 | $ 6,074 | $ 5,198 | |
Customer A [Member] | Revenue [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 6.00% | 10.00% | 11.00% | 14.00% | |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 5.00% | 31.00% | |||
Customer B [Member] | Revenue [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 12.00% | 13.00% | 10.00% | 11.00% | |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 19.00% | 10.00% | |||
Customer C [Member] | Revenue [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 11.00% | 11.00% | 5.00% | 10.00% | |
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 12.00% | 8.00% | |||
Customer D [Member] | Revenue [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 4.00% | 3.00% | 3.00% | 1.00% | |
Customer D [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 10.00% | 10.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Inventories [Abstract] | ||
Finished goods | $ 1,363 | $ 698 |
Raw materials | 180 | 90 |
Packaging | 122 | 110 |
Inventories | $ 1,665 | $ 898 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Finance lease cost [Abstract] | ||||
Amortization of right-of use assets, included in cost of goods sold | $ 21 | $ 19 | $ 62 | $ 50 |
Interest on lease liabilities | 3 | 5 | 11 | 10 |
Operating lease cost, included in selling, general and administrative expenses [Abstract] | ||||
Fixed leases cost | 127 | 131 | 388 | 392 |
Variable lease cost | 41 | 35 | 89 | 99 |
Short-term lease cost | 0 | 13 | 3 | 29 |
Total lease cost | 192 | 203 | 553 | 580 |
Cash paid for amounts included in the measurement of lease liabilities [Abstract] | ||||
Operating cash flows from finance leases | 3 | 5 | 11 | 10 |
Operating cash flows from operating leases | 127 | 131 | 388 | 392 |
Financing cash flows from finance leases | 29 | $ 23 | 75 | $ 54 |
Finance lease right-of-use-assets, net | $ 300 | $ 300 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet | ||
Finance lease right-of-use-assets, original cost | $ 400 | $ 400 | ||
Operating Leases [Abstract] | ||||
Weighted average remaining lease terms (in years) | 7 years 2 months 12 days | 7 years 2 months 12 days | ||
Weighted average discount rate | 7.60% | 7.60% | ||
Finance Leases [Abstract] | ||||
Weighted average remaining lease terms (in years) | 2 years 8 months 12 days | 2 years 8 months 12 days | ||
Weighted average discount rate | 5.90% | 5.90% | ||
Maturities of Operating Lease Liabilities [Abstract] | ||||
2020 (six months ended December 31, 2020) | $ 116 | $ 116 | ||
2021 | 536 | 536 | ||
2022 | 548 | 548 | ||
2023 | 528 | 528 | ||
2024 | 428 | 428 | ||
Thereafter | 1,468 | 1,468 | ||
Total lease payments | 3,624 | 3,624 | ||
Amounts representing interest | (887) | (887) | ||
Present value of lease obligations | 2,737 | 2,737 | ||
Maturities of Finance Lease Liabilities [Abstract] | ||||
2020 (six months ended December 31, 2020) | 28 | 28 | ||
2021 | 91 | 91 | ||
2022 | 68 | 68 | ||
2023 | 38 | 38 | ||
2024 | 11 | 11 | ||
Thereafter | 0 | 0 | ||
Total lease payments | 236 | 236 | ||
Amounts representing interest | (15) | (15) | ||
Present value of lease obligations | $ 221 | $ 221 | ||
Minimum [Member] | ||||
Operating Leases [Abstract] | ||||
Remaining leases terms (in years) | 3 years 1 month 6 days | |||
Discount rate | 6.30% | 6.30% | ||
Finance Leases [Abstract] | ||||
Remaining leases terms (in years) | 3 months 18 days | |||
Discount rate | 4.30% | 4.30% | ||
Maximum [Member] | ||||
Operating Leases [Abstract] | ||||
Remaining leases terms (in years) | 12 years 4 months 24 days | |||
Discount rate | 9.00% | 9.00% | ||
Finance Leases [Abstract] | ||||
Remaining leases terms (in years) | 3 years 9 months 18 days | |||
Discount rate | 7.30% | 7.30% |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 31, 2020 | Dec. 31, 2019 | |
Due under Factoring Agreement [Abstract] | ||||||
Due under factoring agreement | $ 1,814 | $ 1,814 | $ 1,823 | |||
Long-term Debt [Abstract] | ||||||
Total long term debt, net | $ 2,839 | $ 2,839 | 101 | |||
Minimum [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Interest rate | 4.70% | 4.70% | ||||
Maximum [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Interest rate | 5.50% | 5.50% | ||||
Factoring Agreement [Member] | ||||||
Due under Factoring Agreement [Abstract] | ||||||
Borrowing outstanding | $ 1,912 | $ 1,912 | 1,989 | |||
Debt issuance costs, net | (98) | (98) | (166) | |||
Due under factoring agreement | 1,814 | 1,814 | 1,823 | |||
Long-term Debt [Abstract] | ||||||
Debt issuance costs, net | $ (98) | $ (98) | (166) | |||
Factoring Agreement [Member] | Line of Credit [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Line of credit facility, maximum borrowing capacity | $ 7,000 | |||||
Line of credit facility, initial term | 2 years | |||||
Facility fee, amount | $ 200 | |||||
Percentage of funding fee | 0.50% | 0.50% | ||||
Outstanding borrowings average amount | $ 1,700 | $ 1,900 | ||||
Interest and fees expense | $ 200 | |||||
Fees incurred average percentage | 5.60% | 7.90% | ||||
Average interest percentage | 6.00% | 6.30% | ||||
Amortization of debt issuance costs | $ 100 | |||||
Factoring Agreement [Member] | Line of Credit [Member] | Minimum [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Line of credit facility, recurring fee | 5.50% | |||||
Factoring Agreement [Member] | Line of Credit [Member] | Maximum [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Interest and fees expense | $ 100 | |||||
Paycheck Protection Program [Member] | Notes Payable [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Interest rate | 1.00% | 1.00% | ||||
Long-term Debt [Abstract] | ||||||
Total long term debt, net | $ 1,792 | $ 1,792 | 0 | |||
Maturity date of note start | Nov. 30, 2020 | |||||
Maturity date of note end | Apr. 30, 2022 | |||||
Mortgage Agreement [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Interest rate | 14.30% | 14.30% | ||||
Long-term Debt [Abstract] | ||||||
Maturity date | Jun. 30, 2022 | |||||
Credit facility fee percentage on amount of each advance | 1.00% | |||||
Mortgage Agreement [Member] | Subsequent Event [Member] | ||||||
Long-term Debt [Abstract] | ||||||
Line of credit facility, remaining borrowing capacity | $ 1,000 | |||||
Mortgage Agreement [Member] | Minimum [Member] | Prime Rate [Member] | ||||||
Long-term Debt [Abstract] | ||||||
Accrued interest on borrowings at annual rate | 11.00% | |||||
Mortgage Agreement [Member] | Notes Payable [Member] | ||||||
Due under Factoring Agreement [Abstract] | ||||||
Debt issuance costs, net | $ (15) | $ (15) | 0 | |||
Long-term Debt [Abstract] | ||||||
Total long term debt, net | 985 | 985 | 0 | |||
Debt issuance costs, net | $ (15) | $ (15) | 0 | |||
Equipment Notes, November 2018 [Member] | Notes Payable [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Interest rate | 4.80% | 4.80% | ||||
Long-term Debt [Abstract] | ||||||
Total long term debt, net | $ 43 | $ 43 | 62 | |||
Maturity date | Dec. 31, 2022 | |||||
Equipment Notes, December 2019 [Member] | Notes Payable [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Interest rate | 9.30% | 9.30% | ||||
Long-term Debt [Abstract] | ||||||
Total long term debt, net | $ 34 | $ 34 | $ 39 | |||
Maturity date | Dec. 31, 2024 |
EQUITY, SHARE-BASED COMPENSAT_3
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Summary of Equity Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | May 31, 2020 | Dec. 31, 2019 | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS [Abstract] | ||||||||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 50,000,000 | 150,000,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Balance | $ 25,389 | $ 29,022 | $ 31,743 | $ 31,198 | $ 34,509 | $ 23,711 | $ 31,743 | $ 23,711 | ||
Balance (in shares) | 40,074,483 | 40,074,483 | ||||||||
Sale of common stock and Prefunded Warrant, net of costs | 657 | 11,593 | ||||||||
Exercise of Prefunded Warrant | 10 | |||||||||
Retirement of unvested shares | 0 | |||||||||
Common stock awards under equity incentive plans | 153 | 316 | $ 312 | 282 | 219 | 364 | ||||
Common stock issued to vendors | 36 | |||||||||
Exercise of common stock warrants | 12 | 1,980 | ||||||||
Conversion of preferred stock into common stock | 0 | |||||||||
Exercise of common stock options | 9 | 87 | 60 | |||||||
Sale of common stock, net of costs | 657 | 11,593 | ||||||||
Other | 32 | 28 | ||||||||
Other comprehensive income (loss) | 48 | (48) | 0 | $ 0 | 0 | |||||
Retirement of shares received in settlement with the sellers of Golden Ridge | (1,027) | |||||||||
Net loss | (2,774) | (3,949) | (3,033) | (3,326) | (3,659) | (3,227) | (9,756) | (10,212) | ||
Balance | $ 23,473 | 25,389 | 29,022 | 27,136 | 31,198 | 34,509 | $ 23,473 | 27,136 | ||
Balance (in shares) | 41,972,594 | 41,972,594 | ||||||||
Preferred Stock [Member] | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Balance | $ 112 | 112 | 112 | 112 | 112 | 201 | $ 112 | 201 | ||
Sale of common stock and Prefunded Warrant, net of costs | 0 | 0 | ||||||||
Exercise of Prefunded Warrant | 0 | |||||||||
Retirement of unvested shares | 0 | |||||||||
Common stock awards under equity incentive plans | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Common stock issued to vendors | 0 | |||||||||
Exercise of common stock warrants | 0 | 0 | ||||||||
Conversion of preferred stock into common stock | (89) | |||||||||
Exercise of common stock options | 0 | 0 | 0 | |||||||
Sale of common stock, net of costs | 0 | 0 | ||||||||
Other | 0 | 0 | ||||||||
Other comprehensive income (loss) | 0 | 0 | ||||||||
Retirement of shares received in settlement with the sellers of Golden Ridge | 0 | |||||||||
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Balance | $ 112 | $ 112 | $ 112 | $ 112 | $ 112 | $ 112 | $ 112 | $ 112 | ||
Preferred Stock [Member] | Series G Preferred Stock [Member] | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Balance (in shares) | 225 | 225 | 225 | 225 | 225 | 405 | 225 | 405 | ||
Sale of common stock and Prefunded Warrant, net of costs (in shares) | 0 | 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 | ||||
Common stock issued to vendors (in shares) | 0 | |||||||||
Exercise of common stock warrants (in shares) | 0 | 0 | ||||||||
Conversion of preferred stock into common stock (in shares) | (180) | |||||||||
Exercise of common stock options (in shares) | 0 | 0 | 0 | |||||||
Sale of common stock (in shares) | 0 | 0 | ||||||||
Other (in shares) | 0 | 0 | ||||||||
Retirement of shares received in settlement with the sellers of Golden Ridge (in shares) | 0 | |||||||||
Balance (in shares) | 225 | 225 | 225 | 225 | 225 | 225 | 225 | 225 | ||
Common Stock [Member] | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Balance | $ 319,487 | $ 319,123 | $ 318,811 | $ 311,201 | $ 310,853 | $ 296,739 | $ 318,811 | $ 296,739 | ||
Balance (in shares) | 40,207,398 | 40,092,017 | 40,074,483 | 34,246,714 | 33,029,652 | 29,098,207 | 40,074,483 | 29,098,207 | ||
Sale of common stock and Prefunded Warrant, net of costs | $ 657 | $ 11,593 | ||||||||
Sale of common stock and Prefunded Warrant, net of costs (in shares) | 1,635,792 | 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 | $ 153 | $ 316 | $ 312 | $ 282 | $ 219 | $ 364 | ||||
Common stock awards under equity incentive plans (in shares) | 129,404 | 16,500 | 17,534 | 22,632 | 134,984 | 36,881 | ||||
Common stock issued to vendors | $ 36 | |||||||||
Common stock issued to vendors (in shares) | 31,304 | |||||||||
Exercise of common stock warrants | $ 12 | $ 1,980 | ||||||||
Exercise of common stock warrants (in shares) | 67,577 | 600,000 | ||||||||
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 | |||||||
Exercise of common stock options (in shares) | 10,000 | 78,734 | 77,078 | |||||||
Sale of common stock, net of costs | $ 657 | $ 11,593 | ||||||||
Sale of common stock (in shares) | 1,635,792 | 3,046,668 | ||||||||
Other | $ 32 | $ 28 | ||||||||
Other (in shares) | 0 | 0 | ||||||||
Other comprehensive income (loss) | $ 0 | $ 0 | ||||||||
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) | |||||||||
Net loss | 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Balance | $ 320,297 | $ 319,487 | $ 319,123 | $ 310,465 | $ 311,201 | $ 310,853 | $ 320,297 | $ 310,465 | ||
Balance (in shares) | 41,972,594 | 40,207,398 | 40,092,017 | 33,109,222 | 34,246,714 | 33,029,652 | 41,972,594 | 33,109,222 | ||
Accumulated Deficit [Member] | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Balance | $ (294,162) | $ (290,213) | $ (287,180) | $ (280,115) | $ (276,456) | $ (273,229) | $ (287,180) | $ (273,229) | ||
Sale of common stock and Prefunded Warrant, net of costs | 0 | 0 | ||||||||
Exercise of Prefunded Warrant | 0 | |||||||||
Retirement of unvested shares | 0 | |||||||||
Common stock awards under equity incentive plans | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Common stock issued to vendors | 0 | |||||||||
Exercise of common stock warrants | 0 | 0 | ||||||||
Conversion of preferred stock into common stock | 0 | |||||||||
Exercise of common stock options | 0 | 0 | 0 | |||||||
Sale of common stock, net of costs | 0 | 0 | ||||||||
Other | 0 | 0 | ||||||||
Other comprehensive income (loss) | 0 | 0 | ||||||||
Retirement of shares received in settlement with the sellers of Golden Ridge | 0 | |||||||||
Net loss | (2,774) | (3,949) | (3,033) | (3,326) | (3,659) | (3,227) | ||||
Balance | (296,936) | (294,162) | (290,213) | $ (283,441) | $ (280,115) | $ (276,456) | (296,936) | $ (283,441) | ||
Accumulated Other Comprehensive Loss [Member] | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Balance | (48) | 0 | 0 | 0 | ||||||
Sale of common stock and Prefunded Warrant, net of costs | 0 | |||||||||
Common stock awards under equity incentive plans | 0 | 0 | 0 | |||||||
Common stock issued to vendors | 0 | |||||||||
Exercise of common stock warrants | 0 | |||||||||
Sale of common stock, net of costs | 0 | |||||||||
Other comprehensive income (loss) | 48 | (48) | ||||||||
Net loss | 0 | 0 | 0 | |||||||
Balance | $ 0 | $ (48) | $ 0 | $ 0 |
EQUITY, SHARE-BASED COMPENSAT_4
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Sales Agreement (Details) - At-the-Market Offering [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | Mar. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||
Sale of common stock (in shares) | 1,635,792 | ||
Common stock, average price (in dollars per share) | $ 0.50 | ||
Stock issuance costs | $ 0.2 | ||
Payment for legal, advisor and auditor expenses | $ 0.1 | ||
Other stock issuance costs | $ 0.1 | ||
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||
Aggregate offering price of common stock | $ 6 |
EQUITY, SHARE-BASED COMPENSAT_5
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Share-Based Compensation by Type of Award (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Share-based compensation expense [Abstract] | ||||||
Compensation expense related to common stock awards issued under equity incentive plan | $ 153 | $ 316 | $ 312 | |||
Common Stock [Member] | ||||||
Share-based compensation expense [Abstract] | ||||||
Compensation expense related to common stock awards issued under equity incentive plan | $ 100 | |||||
Common Stock Issued under Equity Incentive Plans [Abstract] | ||||||
Shares issued (in shares) | 129,404 | 16,500 | 17,534 | 22,632 | 134,984 | 36,881 |
Grant date fair value (in dollars per share) | $ 1.16 | |||||
Nonvested common stock outstanding (in shares) | 0 | |||||
Common Stock [Member] | Director [Member] | ||||||
Common Stock Issued under Equity Incentive Plans [Abstract] | ||||||
Shares issued (in shares) | 32,510 | |||||
Grant date fair value (in dollars per share) | $ 0.45 | |||||
Common Stock [Member] | Chief Executive Officer [Member] | ||||||
Common Stock Issued under Equity Incentive Plans [Abstract] | ||||||
Shares issued (in shares) | 54,511 | |||||
Grant date fair value (in dollars per share) | $ 0.76 | |||||
Common Stock [Member] | Consultant [Member] | ||||||
Share-based compensation expense [Abstract] | ||||||
Compensation expense related to common stock awards issued under equity incentive plan | $ 100 | |||||
Common Stock Issued under Equity Incentive Plans [Abstract] | ||||||
Shares issued (in shares) | 42,383 | 17,534 | ||||
Grant date fair value (in dollars per share) | $ 0.53 | $ 1.11 | ||||
Common Stock [Member] | Vendor [Member] | ||||||
Common Stock Issued under Equity Incentive Plans [Abstract] | ||||||
Shares issued (in shares) | 31,304 | |||||
Grant date fair value (in dollars per share) | $ 1.14 | |||||
Common Stock, Vested and Nonvested at Issuance [Member] | ||||||
Share-based compensation expense [Abstract] | ||||||
Compensation expense related to common stock awards issued under equity incentive plan | $ 78 | $ 95 | $ 105 | |||
Stock Options [Member] | ||||||
Share-based compensation expense [Abstract] | ||||||
Compensation expense related to common stock awards issued under equity incentive plan | (86) | 99 | 85 | |||
Restricted Stock Units [Member] | ||||||
Share-based compensation expense [Abstract] | ||||||
Compensation expense related to common stock awards issued under equity incentive plan | $ 161 | $ 122 | $ 122 |
EQUITY, SHARE-BASED COMPENSAT_6
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Stock Options (Details) - Stock Options [Member] - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Shares Under Options, Outstanding [Roll Forward] | |||||
Outstanding at beginning of period (in shares) | 1,446,483 | 1,523,840 | 996,009 | 996,009 | |
Granted (in shares) | 653,004 | ||||
Forfeited (in shares) | (654,334) | (77,357) | (125,173) | ||
Outstanding at end of period (in shares) | 792,149 | 1,446,483 | 1,523,840 | 792,149 | 996,009 |
Options, Weighted Average Exercise Price [Roll Forward] | |||||
Outstanding at beginning of period (in dollars per share) | $ 2.13 | $ 2.24 | $ 3.23 | $ 3.23 | |
Granted (in dollars per share) | 1.22 | ||||
Forfeited (in dollars per share) | 1.97 | 4.28 | 4.74 | ||
Outstanding at end of period (in dollars per share) | $ 2.27 | $ 2.13 | 2.24 | $ 2.27 | $ 3.23 |
Options, Weighted Average Grant Date Fair Value [Abstract] | |||||
Granted (in dollars per share) | $ 0.73 | ||||
Options, Weighted Average Remaining Contractual Life [Abstract] | |||||
Outstanding, weighted average remaining contractual life | 8 years 1 month 6 days | 8 years 7 months 6 days | 8 years 9 months 18 days | 8 years 1 month 6 days | |
Granted | 10 years | ||||
Forfeited | 8 years 9 months 18 days | 7 years 2 months 12 days | 7 years 2 months 12 days | ||
Options exercisable period | 4 years |
EQUITY, SHARE-BASED COMPENSAT_7
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | ||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||
Share-based compensation expense recognized | $ 153 | $ 316 | $ 312 | ||||||||
Restricted Stock Units [Member] | |||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||
Share-based compensation expense reversal on forfeited shares | 200 | 200 | 200 | ||||||||
Share-based compensation expense recognized | $ 161 | $ 122 | $ 122 | ||||||||
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] | Consultant [Member] | Maximum [Member] | |||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||
Award vesting period | 1 year | ||||||||||
Restricted Stock Units [Member] | Employee and Director [Member] | |||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||
Beginning balance, Nonvested (in shares) | 679,176 | 348,062 | 1,148,062 | 1,148,062 | |||||||
Granted (in shares) | [1] | 189,284 | 477,018 | ||||||||
Cancelled (in shares) | (625,000) | ||||||||||
Forfeited (in shares) | [2] | (91,000) | (30,000) | (175,000) | |||||||
Vested (in shares) | [3] | (189,284) | (115,904) | ||||||||
Ending balance, Nonvested (in shares) | 677,462 | [4],[5] | 679,176 | 348,062 | 677,462 | [4],[5] | 1,148,062 | ||||
Unrecognized Stock Compensation [Abstract] | |||||||||||
Unrecognized stock compensation | $ 393 | $ 113 | $ 377 | $ 377 | |||||||
Granted | [1] | 87 | 426 | ||||||||
Cancelled | 0 | ||||||||||
Vested | [3] | 0 | 0 | ||||||||
Expensed | (161) | (122) | (122) | [6] | |||||||
Forfeited | [2] | (55) | (24) | (142) | |||||||
Unrecognized stock compensation | $ 302 | [4],[5] | $ 393 | $ 113 | $ 302 | [4],[5] | $ 377 | ||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||
Weighted average expense period (Years) | 6 months | [4],[5] | 9 months 18 days | 1 year 2 months 12 days | 1 year 4 months 24 days | ||||||
Nonvested shares (in shares) | 677,462 | [4],[5] | 348,062 | 348,062 | 677,462 | [4],[5] | 1,148,062 | 677,462 | [4],[5] | ||
Restricted Stock Units [Member] | Employee and Director [Member] | Consultant [Member] | |||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||
Granted (in shares) | [1] | 89,286 | |||||||||
Unrecognized Stock Compensation [Abstract] | |||||||||||
Granted | [1] | $ 38 | |||||||||
Restricted Stock Units [Member] | Director [Member] | Maximum [Member] | |||||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||
Award vesting period | 1 year | 1 year | |||||||||
Vesting June 2021 [Member] | Restricted Stock Units [Member] | |||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||
Ending balance, Nonvested (in shares) | 450,400 | 450,400 | |||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||
Nonvested shares (in shares) | 450,400 | 450,400 | 450,400 | ||||||||
Vesting Price Equal to Volume Weighted Average Trading Price of Common Stock [Member] | Restricted Stock Units [Member] | |||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||
Ending balance, Nonvested (in shares) | 227,062 | 227,062 | |||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||
Number of trading days | 65 days | ||||||||||
Nonvested shares (in shares) | 227,062 | 227,062 | 227,062 | ||||||||
Vesting Price Equals or Exceeds $5.00 [Member] | Restricted Stock Units [Member] | |||||||||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||||||||
Ending balance, Nonvested (in shares) | 22,706 | 22,706 | |||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||
Nonvested shares (in shares) | 22,706 | 22,706 | 22,706 | ||||||||
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] | |||||||||||
Ending balance, Nonvested (in shares) | 68,119 | 68,119 | |||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||
Nonvested shares (in shares) | 68,119 | 68,119 | 68,119 | ||||||||
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] | |||||||||||
Ending balance, Nonvested (in shares) | 136,237 | 136,237 | |||||||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||||||||
Nonvested shares (in shares) | 136,237 | 136,237 | 136,237 | ||||||||
Vesting price (in dollars per share) | $ 15 | ||||||||||
[1] | The shares of common stock subject to the RSUs were vested when granted or vest within one year of grant, and issuance of shares thereunder is deferred to the date the holder is no longer providing service to RiceBran Technologies. | ||||||||||
[2] | We reversed $0.2 million of expense recognized in prior periods on forfeited RSU shares in the amounts indicated in the unrecognized stock compensation column. | ||||||||||
[3] | Represents shares of common stock subject to RSUs which were vested when granted. | ||||||||||
[4] | A total of 227,062 shares of common stock 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, as described in the next sentence, the RSU shares vest as to (i) 22,706 shares on the date the vesting price equals or exceeds $5.00 per share, (ii) 68,119 shares on the date the vesting price equals or exceeds $10.00 per share and (iii) 136,237 shares on the date the vesting price equals or exceeds $15.00 per share. Vesting on the RSU shares 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 at dates ranging through August 2024. | ||||||||||
[5] | RSUs for a total of 450,400 shares of common stock vest in June 2021 and issuance of shares of common stock subject to each of those RSUs is deferred to the date the holder is no longer providing service to RiceBran Technologies. | ||||||||||
[6] | We expensed $0.1 million related to recognition of the unrecognized compensation associated with the cancelled RSU shares in the three months ended March 31, 2020. |
EQUITY, SHARE-BASED COMPENSAT_8
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS, Warrants Activity (Details) - Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |||
Shares Under Warrants [Roll Forward] | ||||||
Outstanding at beginning of period (in shares) | 6,645,916 | 7,267,280 | 7,532,280 | |||
Cash exercised (in shares) | (12,948) | |||||
Cashless exercised (in shares) | [1] | (215,740) | ||||
Expired (in shares) | (392,676) | (265,000) | ||||
Outstanding at end of period (in shares) | 6,645,916 | [2] | 6,645,916 | 7,267,280 | 7,532,280 | |
Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding at beginning of period (in dollars per share) | $ 0.98 | $ 1.18 | $ 1.32 | |||
Cash exercised (in dollars per share) | 0.96 | |||||
Cashless exercised (in dollars per share) | [1] | 0.96 | ||||
Expired (in dollars per share) | 4.60 | 5.25 | ||||
Outstanding at end of period (in dollars per share) | $ 0.98 | [2] | $ 0.98 | $ 1.18 | $ 1.32 | |
Warrants, Additional Disclosures [Abstract] | ||||||
Outstanding, weighted average remaining contractual life | 1 year 4 months 24 days | [2] | 1 year 8 months 12 days | 1 year 8 months 12 days | 1 year 10 months 24 days | |
Issuance of common stock upon cashless exercise of warrants (in shares) | 54,629 | |||||
Warrants under cashless exercise feature (in shares) | 6,645,916 | 6,645,916 | 7,267,280 | 7,532,280 | ||
Weighted average exercise price (in dollars per share) | $ 0.98 | $ 1.18 | $ 1.18 | $ 1.32 | ||
$0.96 [Member] | ||||||
Shares Under Warrants [Roll Forward] | ||||||
Outstanding at end of period (in shares) | 3,484,675 | |||||
Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding at end of period (in dollars per share) | $ 0.96 | |||||
Warrants, Additional Disclosures [Abstract] | ||||||
Warrants under cashless exercise feature (in shares) | 3,484,675 | |||||
Weighted average exercise price (in dollars per share) | $ 0.96 | |||||
$5.25 [Member] | ||||||
Shares Under Warrants [Roll Forward] | ||||||
Outstanding at end of period (in shares) | 25,000 | |||||
Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding at end of period (in dollars per share) | $ 5.25 | |||||
Warrants, Additional Disclosures [Abstract] | ||||||
Warrants under cashless exercise feature (in shares) | 25,000 | |||||
Weighted average exercise price (in dollars per share) | $ 5.25 | |||||
[1] | In the three months ended June 30, 2020, we issued 54,629 shares of common stock upon the cashless exercise of the warrants. | |||||
[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, 2020, warrant holders may elect to exercise cashless warrants for 3,484,675 shares of common stock at an exercise price of $0.96 per share and 25,000 shares of common stock at an 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 |
INVOLUNTARY CONVERSION OF ASS_2
INVOLUNTARY CONVERSION OF ASSETS (Details) - Hurricane Damage [Member] $ in Millions | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Unusual or Infrequent Item, or Both [Line Items] | |
Costs related to hurricane damage | $ 0.1 |
Charges deductible under insurance policy | 0.1 |
Insurance settlement advance proceeds | 0.3 |
Insurance settlement accrued receivable | 0.7 |
Net loss in involuntary conversion of assets | 0.1 |
Building, Machinery and Equipment [Member] | |
Unusual or Infrequent Item, or Both [Line Items] | |
Write down of assets | $ 0.9 |
LOSS PER SHARE (EPS) (Details)
LOSS PER SHARE (EPS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
NUMERATOR [Abstract] | ||||
Basic and diluted - loss from continuing operations | $ (2,774) | $ (3,326) | $ (9,756) | $ (9,996) |
DENOMINATOR [Abstract] | ||||
Weighted average number of shares of shares of common stock outstanding (in shares) | 40,691,824 | 33,057,010 | 40,232,289 | 31,947,087 |
Weighted average number of shares of common stock underlying vested restricted stock units (in shares) | 132,457 | 0 | 47,577 | 0 |
Basic EPS - weighted average number of shares outstanding (in shares) | 40,824,281 | 33,057,010 | 40,279,866 | 31,947,087 |
Effect of dilutive securities outstanding (in shares) | 0 | 0 | 0 | 0 |
Diluted EPS - weighted average number of shares outstanding (in shares) | 40,824,281 | 33,057,010 | 40,279,866 | 31,947,087 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Millions | Sep. 30, 2020USD ($) |
Level 3 [Member] | |
Fair Value Measurements [Abstract] | |
Fair value of operating leases liabilities | $ 0.2 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Legal Matters [Abstract] | ||||
Cost of goods sold | $ 5,955 | $ 5,659 | $ 21,817 | $ 18,143 |
Legal Matters [Member] | ||||
Legal Matters [Abstract] | ||||
Cost of goods sold | $ 500 | $ 700 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2019$ / sharesshares | Sep. 30, 2020Nominee$ / shares | |
Minimum [Member] | ||
Related Party Transaction Information [Abstract] | ||
Ownership percentage | 19.99% | |
Ari Gendason [Member] | Continental Grain Company [Member] | ||
Related Party Transaction Information [Abstract] | ||
Ownership interest percentage | 25.40% | |
Sale of common stock (in shares) | shares | 666,667 | |
Share price (in dollars per share) | $ 3 | |
Exercise price per warrant (in dollars per share) | $ 0.01 | |
Number of nominee for the Board of Directors related party can designate | Nominee | 1 | |
Ari Gendason [Member] | Continental Grain Company [Member] | Private Placement [Member] | ||
Related Party Transaction Information [Abstract] | ||
Shares callable by Prefunded Warrant (in shares) | shares | 1,003,344 | |
Share price (in dollars per share) | $ 2.99 |
TRANSACTIONS WITH EMPLOYEES (De
TRANSACTIONS WITH EMPLOYEES (Details) - Wayne Wilkison [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Employee Transaction [Abstract] | |||
Amount paid to related parties | $ 1.4 | ||
Amounts payable to entities | $ 0 | $ 0 |