Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 24, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | RiceBran Technologies | ||
Entity Central Index Key | 0001063537 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 70.1 | ||
Entity Common Stock, Shares Outstanding | 40,074,483 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | TX |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 8,444 | $ 7,044 |
Restricted cash | 0 | 225 |
Accounts receivable, net of allowance for doubtful accounts of $347 and $14 | 3,738 | 2,529 |
Receivable from sellers of Golden Ridge - working capital adjustment to purchase price | 0 | 1,147 |
Inventories | 898 | 958 |
Other current assets | 691 | 610 |
Total current assets | 13,771 | 12,513 |
Property and equipment, net | 19,077 | 15,010 |
Operating lease right-of-use assets | 2,752 | 0 |
Goodwill | 3,915 | 3,178 |
Intangible assets | 950 | 16 |
Other long-term assets | 27 | 0 |
Total assets | 40,492 | 30,717 |
Current liabilities: | ||
Accounts payable | 833 | 1,583 |
Commodities payable | 829 | 2,735 |
Accrued salary, wages and benefits | 877 | 933 |
Accrued expenses | 1,000 | 520 |
Customer prepayments | 12 | 145 |
Operating lease liabilities, current portion | 309 | 0 |
Finance lease liabilities, current portion | 101 | 45 |
Payable to purchaser of HN - working capital adjustment to purchase price | 0 | 259 |
Note payable to seller of Golden Ridge | 0 | 609 |
Due under factoring agreement | 1,823 | 0 |
Long-term debt, current portion | 28 | 32 |
Total current liabilities | 5,812 | 6,861 |
Operating lease liabilities, less current portion | 2,674 | 0 |
Finance lease liabilities, less current portion | 190 | 86 |
Long term debt, less current portion | 73 | 59 |
Total liabilities | 8,749 | 7,006 |
Commitments and contingencies | ||
Shareholders' Equity: | ||
Common stock, no par value, 50,000,000 shares authorized, 40,474,483 shares and 29,098,207 shares, issued and outstanding | 318,811 | 296,739 |
Accumulated deficit | (287,180) | (273,229) |
Total shareholders' equity | 31,743 | 23,711 |
Total liabilities and shareholders' equity | 40,492 | 30,717 |
Series G Convertible Preferred Stock [Member] | ||
Shareholders' Equity: | ||
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, 405 and 630 shares issued and outstanding in 2018 and 2017, respectively | $ 112 | $ 201 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 347 | $ 14 |
Shareholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 40,474,483 | 29,098,207 |
Common stock, shares outstanding (in shares) | 40,474,483 | 29,098,207 |
Series G Convertible Preferred Stock [Member] | ||
Shareholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 3,000 | 3,000 |
Preferred stock, stated value | $ 225 | $ 450 |
Convertible preferred stock, shares issued (in shares) | 225 | 405 |
Convertible preferred stock, shares outstanding (in shares) | 225 | 405 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Operations [Abstract] | ||
Revenues | $ 23,713 | $ 14,762 |
Cost of goods sold | 24,574 | 11,780 |
Gross (loss) profit | (861) | 2,982 |
Selling, general and administrative expenses | 13,696 | 11,194 |
Operating loss | (14,557) | (8,212) |
Other income (expense): | ||
Interest expense | (96) | (12) |
Interest income | 50 | 0 |
Other income | 884 | 193 |
Other expense | (16) | (25) |
Total other income | 822 | 156 |
Loss before income taxes | (13,735) | (8,056) |
Income tax expense | 0 | (45) |
Loss from continuing operations | (13,735) | (8,101) |
Loss from discontinued operations | (216) | 0 |
Net loss | $ (13,951) | $ (8,101) |
Basic loss per common share: | ||
Continuing operations (in dollars per share) | $ (0.42) | $ (0.37) |
Discontinued operations (in dollars per share) | (0.01) | 0 |
Basic loss per common share (in dollars per share) | (0.43) | (0.37) |
Diluted loss per common share: | ||
Continuing operations (in dollars per share) | (0.42) | (0.37) |
Discontinued operations (in dollars per share) | (0.01) | 0 |
Diluted loss per common share (in dollars per share) | $ (0.43) | $ (0.37) |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 32,359,316 | 22,099,149 |
Diluted (in shares) | 32,359,316 | 22,099,149 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Preferred Stock [Member]Series G Preferred Stock [Member] | Common Stock [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 313 | $ 279,548 | $ (265,128) | $ 14,733 | |
Balance (in shares) at Dec. 31, 2017 | 630 | 18,046,731 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock awards under equity incentive plans | 0 | $ 790 | 0 | 790 | |
Common stock awards under equity incentive plans (in shares) | 0 | 312,556 | |||
Exercise of options | 0 | $ 28 | 0 | 28 | |
Exercise of options (in shares) | 0 | 32,500 | |||
Conversion of preferred stock into common stock | (112) | $ 112 | 0 | 0 | |
Conversion of preferred stock into common stock (in shares) | (225) | 213,523 | |||
Exercise of warrant | 0 | $ 11,106 | 0 | 11,106 | |
Exercise of warrant (in shares) | 0 | 8,826,230 | |||
Acquisition of Golden Ridge | 0 | $ 5,000 | 0 | 5,000 | |
Acquisition of Golden Ridge (in shares) | 0 | 1,666,667 | |||
Other | 0 | $ 155 | 0 | 155 | |
Other (in shares) | 0 | 0 | |||
Net loss | 0 | $ 0 | (8,101) | (8,101) | |
Balance at Dec. 31, 2018 | 201 | $ 296,739 | (273,229) | $ 23,711 | |
Balance (in shares) at Dec. 31, 2018 | 405 | 29,098,207 | 29,098,207 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sales of common stock and Prefunded Warrant, net of costs | 0 | $ 19,422 | 0 | $ 19,422 | |
Sales of common stock and Prefunded Warrant, net of costs (in shares) | 0 | 9,831,668 | |||
Exercise of Prefunded Warrant | 0 | $ 10 | 0 | 10 | |
Exercise of Prefunded Warrant (in shares) | 0 | 1,003,344 | |||
Common stock awards under equity incentive plans | 0 | $ 1,360 | 0 | 1,360 | |
Common stock awards under equity incentive plans (in shares) | 0 | 289,349 | |||
Exercise of options | 0 | $ 156 | 0 | 156 | |
Exercise of options (in shares) | 0 | 165,812 | |||
Conversion of preferred stock into common stock | (89) | $ 89 | 0 | 0 | |
Conversion of preferred stock into common stock (in shares) | (180) | 170,818 | |||
Exercise of warrant | 0 | $ 2,062 | 0 | 2,062 | |
Exercise of warrant (in shares) | 0 | 685,409 | |||
Retirement of unvested shares | 0 | $ 0 | 0 | 0 | |
Retirement of unvested shares (in shares) | 0 | (830,124) | |||
Retirement of shares received in settlement with sellers of Golden Ridge | 0 | $ (1,027) | 0 | (1,027) | |
Retirement of shares received in settlement with sellers of Golden Ridge (in shares) | 0 | (340,000) | |||
Net loss | 0 | $ 0 | (13,951) | (13,951) | |
Balance at Dec. 31, 2019 | $ 112 | $ 318,811 | $ (287,180) | $ 31,743 | |
Balance (in shares) at Dec. 31, 2019 | 225 | 40,074,483 | 40,474,483 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flow from operating activities: | ||
Net loss | $ (13,951) | $ (8,101) |
Loss from discontinued operations | 216 | 0 |
Loss from continuing operations | (13,735) | (8,101) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||
Depreciation | 1,899 | 726 |
Amortization | 31 | 47 |
Stock and share-based compensation | 1,360 | 886 |
Settlement with sellers of Golden Ridge | (849) | 0 |
Provision for bad debts | 472 | 0 |
Other | 13 | (14) |
Changes in operating assets and liabilities (net of acquisitions): | ||
Accounts receivable | (1,102) | 331 |
Inventories | 332 | (138) |
Accounts payable and accrued expenses | (296) | 935 |
Commodities payable | (1,340) | 176 |
Other | (235) | (89) |
Net cash used in operating activities | (13,450) | (5,241) |
Cash flows from investing activities: | ||
Acquisition of MGI | (3,777) | 0 |
Purchases of property and equipment | (4,219) | (3,248) |
Acquisition of Golden Ridge, net of cash acquired | 0 | (1,862) |
Disbursements of notes receivable | 0 | (475) |
Net cash used in investing activities - continuing operations | (7,996) | (5,585) |
Net cash used in investing activities - discontinued operations | (475) | 0 |
Cash flows from financing activities: | ||
Proceeds from issuances of common stock and Prefunded Warrant, net of issuance costs | 19,422 | 0 |
Proceeds from common stock warrant exercises | 2,072 | 11,106 |
Proceeds from common stock option exercises | 156 | 28 |
Payments of long-term debt and finance lease liabilities | (363) | (16) |
Proceeds from margin loan | 1,853 | 0 |
Payments for Margin Loan | (1,853) | 0 |
Advances on factoring agreement | 5,134 | 0 |
Payments on factoring agreement | (3,325) | 0 |
Other | 0 | (1) |
Net cash provided by financing activities | 23,096 | 11,117 |
Net change in cash and cash equivalents and restricted cash | 1,175 | 291 |
Cash and cash equivalents and restricted cash, beginning of period | ||
Cash and cash equivalents | 7,044 | 6,203 |
Restricted cash | 225 | 775 |
Cash and cash equivalents and restricted cash, beginning of period | 7,269 | 6,978 |
Cash and cash equivalents and restricted cash, end of period | ||
Cash and cash equivalents | 8,444 | 7,044 |
Restricted cash | 0 | 225 |
Cash and cash equivalents and restricted cash, end of period | 8,444 | 7,269 |
Supplemental disclosures: | ||
Cash paid for interest | $ 81 | $ 10 |
LIQUIDITY AND MANAGEMENT'S PLAN
LIQUIDITY AND MANAGEMENT'S PLAN | 12 Months Ended |
Dec. 31, 2019 | |
LIQUIDITY AND MANAGEMENT'S PLAN [Abstract] | |
LIQUIDITY AND MANAGEMENT'S PLAN | NOTE 1. LIQUIDITY AND MANAGEMENT’S PLAN We believe that despite the multi-year history of operating losses and negative operating cash flows from our continuing operations, there is no substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. The factors that alleviated the doubt are summarized below: • Cash and cash equivalents increased $1.4 million, from $7.0 million as of December 31, 2018, to $8.4 million as of December 31, 2019. • In April 2019 we acquired substantially all the assets comprising the business of now conducting business as MGI Grain Incorporated. • In 2019, we received $19.4 million in proceeds from issuances of common stock and a prefunded warrant as well as $2.1 million in proceeds from warrant holders for warrants exercised which exceeded our $13.5 million in negative cash flow from operating activities of continuing operations. • Our $8.4 million cash position at December 31, 2019 along with yet unused capacity from our $7.0 million senior lending facility is expected to be sufficient to fund operating activities of continuing operations through 2020. |
BUSINESS AND SUMMARY OF SIGNIFI
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business We are 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, since November 2018, our first 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. In April 2019, we purchased a grain processing facility in East Grand Forks, Minnesota, 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 and/or have a significant financial impact on us. 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 , On December 18, 2019, the FASB issued Accounting Standards Update (ASU) No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its simplification initiative (i.e., its effort to reduce the complexity of accounting standards). The ASU is intended to remove certain exceptions to the general principles in current GAAP, reduce the cost and complexity in accounting for income taxes, and improve financial statement preparers' application of income tax-related guidance. This guidance does not create new accounting requirements. It is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted. We are evaluating the impact of and approach to adopting this amended accounting guidance on our consolidated financial statements. Recently adopted accounting standards In February 2016, the FASB issued guidance which changed the accounting for leases, , Leases . On January 1, 2019, we adopted the guidance, and subsequent guidance related to the topic in ASU 2018-11, using the modified retrospective method. No adjustment was required to our retained earnings as of January 1, 2019. We elected the package of practical expedients in transition for leases that commenced prior to January 1, 2019, and therefore did not We have no land easements. For all asset classes, we elected to (i) not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less and (ii) not separate nonlease components from lease components, and we have accounted for combined lease and nonlease components as a single lease component disclosures required by the guidance are presented within the “Leases” policy disclosure below and In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ) . The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions are measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. We adopted ASU 2018-07 on January 1, 2019. The guidance did not change the way we recognize expense for director awards. Adoption of the standard only impacted the recognition of expense, on a prospective basis, for one supplier’s awards which were subject to performance conditions. Adoption of the guidance did not have a material impact on our financial statements in 2019. Additional disclosures required by the guidance are presented within the “Share-Based Compensation” policy disclosure below Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Use of Estimates Reclassifications Cash and Cash Equivalents Accounts Receivable and Allowance for Doubtful Accounts Inventories – Property and Equipment We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying value and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any indicated deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. Goodwill Intangible Assets, exclusive of goodwill Leases We lease certain buildings, land and corporate office space under operating leases with monthly or annual rent payments. We lease certain machinery and equipment under finance leases with monthly rent payments. We determine if an arrangement is a lease at inception. Operating lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as operating lease liabilities in our consolidated balance sheets. Finance lease right-of-use assets are included in property and equipment, net, and the related liabilities are included as finance lease liabilities in our consolidated balance sheets. We recognize right-of-use assets and lease liabilities based on the present value of the future minimum lease payments over the lease term, beginning at the commencement date, for leases exceeding a year. Minimum lease payments include the fixed lease components of the lease and any variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Lease terms may include options to renew when it is reasonably certain that we will exercise that option. We combine lease and nonlease components and account for them as a single lease component. Certain leases contain rent escalation clauses, rent holidays, capital improvement funding or other lease concessions. In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease. When we cannot readily determine the discount rate implicit in a lease, we utilize our incremental borrowing rate, the rate of interest that we would incur to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. To estimate the incremental borrowing rate, we reference a market yield curve consistent with our assessment of our credit quality. We recognize operating lease expense related to the minimum lease payments on a straight-line basis over the lease term. For finance leases, we recognize amortization expense related to the minimum lease payments on a straight-line basis over the lease term while interest expense is recognized using the effective interest method. Expense related to variable lease payments that do not depend on a rate or index and short-term rentals, on leases with terms less than a year, are expensed as incurred. Revenue Recognition Substantially all of our revenue is derived by fulfilling customer orders for the purchase of our products under We account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. We recognize revenue at the point in time that control of the ordered product(s) is transferred to the customer, which is upon delivery to the customer, or its designee at our location, a customer location or other customer-designated delivery point. For substantially all of our contracts, control of the ordered product(s) transfers at our location. Amounts invoiced to customers for shipping and handling are reported as revenues and the related costs incurred to deliver product to the customer are reported as cost of goods sold. Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling product orders. Incidental items that are immaterial in the context of the contract are recognized as expense. Our contracts do not include a significant financing component. The amount of consideration we expect to receive and revenue we recognize includes estimates of variable consideration, including costs for rebates and discounts. If the consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or most likely amount method. Incremental costs of obtaining a revenue contract are capitalized and amortized on a straight-line basis over the expected customer relationship period if we expect to recover those costs. As a practical expedient, we expense costs to obtain a contract as incurred if the amortization period would have been a year or less. Typically, costs to incur revenue contracts are not significant. Selling, General and Administrative Expenses Research and Development Share-Based Compensation Share-based compensation expense for stock options granted to employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest and expensed on a straight-line basis over the service period of the grant. We recognize forfeitures as they occur. The Black-Scholes-Merton option pricing model requires us to estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management’s judgment regarding market factors and trends. We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model. For awards of nonvested stock to employees, share-based compensation is measured based on the fair value of the stock on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Compensation expense related to service-based awards are recognized on a straight-line basis over the requisite service period for the entire award. For restricted stock units issued to employees with market conditions, share-based compensation is measured based on the fair value of the award on the date of grant using a binomial simulation model and expense is recognized over the derived service period determined by the simulation. The binomial simulation model requires us to estimate key assumptions such as stock volatility, risk-free interest rates and dividend yields based on both historical information and management’s judgment regarding market factors and trends . Share-based compensation for awards to nonemployees is calculated as of the grant date, taking into consideration the probability of satisfaction of performance conditions, in a manner consistent with awards to employees. The expense associated with share-based awards for service is recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The expense associated with share-based awards made in exchange for goods is generally attributed to expense in the same manner as if the vendor had been paid in cash. Income Taxes Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. The realization of deferred tax assets can be affected by, among other things, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, our experience with utilizing operating losses and tax credit carryforwards by jurisdiction, and tax planning alternatives that may be available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that may be different from current estimates of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when it is determined that the liabilities are no longer necessary. We recognize interest and penalties related to uncertain tax positions, if any, in selling, general and administrative expenses. Fair Value Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities may be presented in the financial statements at fair value. Assets and liabilities measured at fair value on a non-recurring basis may include property and equipment. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market: ● Level 1 – inputs include quoted prices for identical instruments and are the most observable. ● Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves. ● Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2019 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | NOTE 3. ACQUISITIONS MGI On April 4, 2019, we acquired substantially all of the assets comprising the business of MGI Grain Processing, LLC, a Minnesota limited liability company, now conducting business as MGI Grain Incorporated (MGI) for an aggregate purchase price of $3.8 million. The purchase price included $0.3 million deposited in an escrow account at closing which was subsequently released to the sellers in June 2019. MGI owns and operates a grain mill and processing facility in East Grand Forks, Minnesota. The purchase price for MGI was subject to adjustment if the estimated closing working capital with respect to the assets purchased and the liabilities assumed was different than the actual closing working capital, as defined in the purchase agreement. The seller of MGI paid a working capital adjustment of $18 thousand in 2019.The following table summarizes the purchase price allocation, the consideration transferred to acquire MGI and the amounts of identified assets acquired and liabilities assumed (in thousands). Estimated at June 30, 2019 Adjustments Final as of December 31, 2019 Cash $ 3,795 $ - $ 3,795 Working capital adjustment to purchase price (38 ) 20 (18 ) Total fair value of consideration transferred 3,757 20 3,777 Accounts receivable 591 - 591 Inventories 149 - 149 Deposits and other current assets 4 8 12 Property and equipment 1,560 - 1,560 Customer relationship 930 - 930 Other finite-lived intangible assets 35 - 35 Accounts payable (219 ) - (219 ) Finance lease liabilities (18 ) - (18 ) Net recognized amounts of identifiable assets acquired and liabilities assumed 3,032 8 3,040 Goodwill $ 725 $ 12 $ 737 In the fourth quarter of 2019, our appraiser finalized certain fair value calculations and we completed our review of the calculations. The fair value of MGI’s trade receivables at acquisition, equaled the gross amount of trade receivables. The fair value of the customer relationship intangible at acquisition was estimated using an income approach based on expected future cash flows. As discussed in Note 9, we are amortizing the customer relationship intangible to expense over the 15-year period of expected future economic benefit, in proportion to the discounted expected future cash flows used to estimate the value of the intangible at acquisition . Goodwill primarily was attributed to intangible assets that do not qualify for separate recognition and synergies generated by MGI when combined with our existing operations. The $0.7 million allocated to goodwill is deductible for tax purposes over the next fifteen years. Our revenues for 2019 include $1.9 million related to the acquired MGI business. Our net loss for 2019 includes $0.3 million of net loss from the acquired MGI business. T he following table provides unaudited Year Ended December 31 2019 2018 Revenues (in thousands) $ 224,913 $ 17,542 Loss from continuing operations (in thousands) $ (13,432 ) $ (7,792 ) Loss per share - continuing operations $ (0.42 ) $ (0.35 ) Weighted average number of common shares outstanding - basic and diluted 32,359,316 22,099,149 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, 2018, or of our future operating results. Golden Ridge In November 2018, we acquired substantially all of the assets comprising the business of Golden Ridge Rice Mills, LLC, now conducting business as Golden Ridge Rice Mills, Inc. (Golden Ridge). The primary activity of the business is the operation of a rice mill in Wynne, Arkansas. The purchase price for Golden Ridge was subject to adjustment if the estimated working capital with respect to the assets purchased and the liabilities assumed at the time of closing was different than the actual closing working capital, as defined in the purchase agreement. We revised our preliminary estimate of the working capital adjustment as indicated in the table below.The following table summarizes the purchase price allocation as of closing and as revised (in thousands, except share and per share amounts). Estimated at Acquisition and as of December 31, 2018 Adjustments Final as of December 31, 2019 1,666,667 shares of common stock, at fair value of $3.00 per share at closing $ 5,000 $ - $ 5,000 Golden Ridge financial liabilities paid for the seller 2,661 - 2,661 Cash 250 - 250 Note payable to seller 609 - 609 Working capital adjustment to purchase price (1,147 ) 584 (563 ) Total fair value of consideration transferred 7,373 584 7,957 Cash 409 (63 ) 346 Accounts receivable 1,587 87 1,674 Inventories 103 - 103 Property and equipment 5,092 - 5,092 Accounts payable (222 ) 110 (112 ) Commodities payable (2,559 ) 432 (2,127 ) Accrued liabilities (12 ) 12 - Lease liabilities (104 ) - (104 ) Equipment notes payable (99 ) 6 (93 ) Net recognized amounts of identifiable assets acquired and liabilities assumed 4,195 584 4,779 Goodwill $ 3,178 $ - $ 3,178 The 1,666,667 shares issued at closing of our purchase of Golden Ridge included 380,952 shares that were deposited in an escrow account to be used to satisfy any indemnification obligations of the seller that may arise. As of December 31, 2018, the 380,952 shares remained in escrow. In July 2019, we reached an agreement to settle the $0.6 million working capital adjustment receivable and other claims with the sellers of Golden Ridge. As a result, (i) 340,000 shares of common stock held in the escrow account ($1.0 million fair value as of both the settlement date and the November 28, 2018, acquisition date) were returned to us and retired, (ii) the remaining $0.4 million note payable we owed to a seller was cancelled and (iii) certain open grain purchase contracts with entities related to a seller were terminated. We recorded a gain on the noncash settlement of $0.8 million in the third quarter of 2019, which is included in other income. In connection with the foregoing, a settlement agreement was entered into among the parties, all shares of common stock were distributed, and the escrow agreement was terminated. The fair value of trade receivables for Golden Ridge at acquisition was $1.6 million, which was $0.1 million less than the value of gross trade receivables. Goodwill was primarily attributed to intangible assets that do not qualify for separate recognition and synergies generated by Golden Ridge’s integration with our other operations. Between December 31, 2018, and June 30, 2019, information was discovered requiring adjustments to the opening balance sheet of Golden Ridge. The adjustments resulted primarily from an overstatement of the opening balances of commodities payable and accounts payable at December 31, 2018. These balances were adjusted in the June 30, 2019, financial statements. The impact of the adjustments to our prior period financial statements is not considered significant. No additional adjustments have been made to the opening balances after June 30, 2019. Our revenues for 2019 and 2018 includes $7.6 million and $0.9 million related to the acquired Golden Ridge business. Our net loss for 2019 and 2018 includes $2.8 million and $0.2 million, respectively, related to the acquired Golden Ridge business. The following table provides unaudited Revenues (in thousands) $ 30,289 Loss from continuing operations (in thousands) $ (10,601 ) Loss per share - continuing operations $ (0.45 ) Weighted average number of common shares outstanding - basic and diluted 23,615,131 No adjustments have been made in the pro forma information for synergies that are resulting or planned from the Golden Ridge acquisition. The unaudited proforma information is not indicative of the results that may have been achieved had the companies been combined as of January 1, 2017, or of our future operating results. |
DISCONTINUED OPERATIONS AND RES
DISCONTINUED OPERATIONS AND RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2019 | |
DISCONTINUED OPERATIONS AND RESTRICTED CASH [Abstract] | |
DISCONTINUED OPERATIONS AND RESTRICTED CASH | NOTE 4. DISCONTINUED OPERATIONS AND RESTRICTED CASH In July 2017, we completed the sale of the assets of Healthy Natural (HN) for $18.3 million in cash and recognized a gain on sale of $8.2 million, net of $4.7 million in taxes. The selling price was subject to adjustment if the estimated closing working capital with respect to the assets sold and the liabilities assumed was different than the actual closing working capital for those assets and liabilities. The $8.2 million net gain on sale recognized in 2017 was based on an estimated working capital adjustment of $0.3 million, which was disputed. Our consolidated balance sheets included a liability for the settlement of the working capital adjustment of $0.3 million as of December 31, 2018. During the three months ended March 31, 2019, we finalized the adjustment with the purchaser of HN, and increased the estimated working capital adjustment from $0.3 million to $0.5 million. We paid the $0.5 million liability in July 2019. The adjustment to lower the gain on the sale of HN as a result of the change in the estimated working capital adjustment is recorded in discontinued operations in 2019, net of zero tax benefit. Restricted cash on our consolidated balance sheets as of December 31, 2018, was related to the $0.2 million balance in an escrow account established at the time of the sale for settlement of the working capital adjustment. The amounts in escrow were released and used to settle a portion of the liability for the working capital adjustment in July 2019. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended |
Dec. 31, 2019 | |
CASH AND CASH EQUIVALENTS [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 5. CASH AND CASH EQUIVALENTS As of December 31, 2019, we had $7.5 million of cash and cash equivalents invested in a money market fund with net assets invested in U.S. Dollar denominated money market securities of domestic and foreign issuers, U.S. Government securities and repurchase agreements. We consider all liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We have cash on deposit in excess of federally insured limits at a bank. We do not believe that maintaining substantially all such assets with the bank or investing in a liquid mutual fund represent material risks. |
ACCOUNTS RECEIVABLE AND REVENUE
ACCOUNTS RECEIVABLE AND REVENUES | 12 Months Ended |
Dec. 31, 2019 | |
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 receivables 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 2019 include $0.1 million in unearned revenue as of December 31, 2018, and in 2018 include less than $0.1 million in unearned revenue as of January 1, 2018. 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 E % of revenue, 2019 11 % 9 % 16 % 3 % 2 % % of revenue, 2018 17 % 14 % 1 % 4 % - % % of accounts receivable, as of December 31, 2019 10 % 8 % 31 % - % 10 % % of accounts receivable, as of December 31, 2018 13 % - % 16 % 14 % - % The following table presents revenues by geographic area shipped to (in thousands). Year Ended December 31 2019 2018 United States $ 22,533 $ 13,469 Other countries 1,180 1,293 Revenues $ 23,713 $ 14,762 T Year Ended December 31 2019 2018 Food $ 16,957 $ 8,600 Animal nutrition 6,756 6,162 Revenues $ 23,713 $ 14,762 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2019 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 7. INVENTORIES The following table details the components of inventories (in thousands). December 31 2019 2018 Finished goods $ 698 $ 853 Raw materials 90 3 Packaging 110 102 Inventories $ 898 $ 958 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8. PROPERTY AND EQUIPMENT The following table details the components of property and equipment (amounts in thousands). December 31 2019 2018 Estimated Useful Lives Land $ 730 $ 585 Furniture and fixtures 476 430 5-10 years Plant 9,667 8,613 20-40 years, or life of lease Computer and software 1,317 1,295 3-5 years Leasehold improvements 2,019 681 4-15 years, or life of lease Machinery and equipment 16,864 13,528 5-15 years Property and equipment, cost 31,073 25,132 Less accumulated depreciation 11,996 10,122 Property and equipment, net $ 19,077 $ 15,010 Amounts payable for property and equipment included in accounts payable totaled $0.1 million at December 31, 2019, and $0.2 million at December 31, 2018. During 2019, we financed the purchase of $0.3 million of property with finance leases and equipment notes. Assets which had not yet been placed in service, included in property and equipment, totaled $1.5 million at December 31, 2019, and $2.2 million at December 31, 2018. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2019 | |
GOODWILL AND INTANGIBLES [Abstract] | |
GOODWILL AND INTANGIBLES | NOTE 9. GOODWILL AND INTANGIBLES A summary of goodwill activity . Year Ended December 31 2019 2018 Goodwill, beginning of period $ 3,178 $ - Golden Ridge acquisition - 3,178 MGI acquistion 737 - Goodwill, end of period $ 3,915 $ 3,178 Intangible assets, excluding goodwill, consist of the following (in thousands). December 31, 2019 December 31, 2018 Estimated Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 15 $ 930 $ 20 $ 910 $ - $ - $ - Trademarks 10 13 1 12 - - - Non-compete agreement 5 22 3 19 - - - Other 17 32 23 9 32 16 16 Total intangible assets $ 997 $ 47 $ 950 $ 32 $ 16 $ 16 The customer relationship intangible, acquired from MGI in 2019, is amortizing over the 15-year period of expected future economic benefit, in proportion to the discounted expected future cash flows used to estimate the value of the intangible at acquisition. It is amortizing at a more rapid rate in the earlier periods than in later periods. Other finite-lived intangible assets are amortizing on a straight-line basis. As of December 31, 2019, the weighted-average remaining amortization period for intangibles other than goodwill is 13.6 years and future intangible amortization is expected to total the following (in thousands): 2020 $ 228 2021 196 2022 146 2023 110 2024 80 Thereafter 190 Total amortization $ 950 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
LEASES [Abstract] | |
LEASES | NOTE 10. LEASES The components of lease expense and cash flows from leases for 2019 follows (in thousands). Finance lease cost: Amortization of right-of use assets, included in cost of goods sold $ 60 Interest on lease liabilities 14 Operating lease cost, included in selling, general and administrative expenses: Fixed leases cost 522 Variable lease cost 132 Short-term lease cost, included in cost of goods sold 21 Total lease cost $ 749 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 14 Operating cash flows from operating leases $ 522 Financing cash flows from finance leases $ 79 As of December 31, 2019, variable lease payments do not depend on a rate or index. As of December 31, 2019, property and equipment, net, includes $0.3 million of finance lease right-of-use-assets, with an original cost of $0.4 million. As of December 31, 2019, we do not believe it is certain that we will exercise any renewal options. The remaining terms of our leases and the discount rates used in the calculation of the fair value of our leases as of December 31, 2019, follows. Operating Leases Finance Leases Remaining lease terms (in years) 0.3-13.2 1.1-4.5 Weighted average remaining lease terms (in years) 7.8 3.3 Discount rates 4.9%-9.0 % 4.3%-7.3 % Weighted average discount rate 7.6 % 5.8 % As of December 31, 2019, operating leases have maturities extending through 2032. Maturities of lease liabilities as of December 31, 2019, follows (in thousands). Operating Leases Finance Leases 2020 $ 525 $ 115 2021 536 91 2022 548 68 2023 528 38 2024 428 11 Thereafter 1,469 - Total lease payments 4,034 323 Amounts representing interest (1,051 ) (32 ) Present value of lease obligations $ 2,983 $ 291 Future annual minimum operating lease payments and finance lease maturities as of December 31, 2018, prepared in accordance with the guidance in effect prior to adoption of ASU 2016-02, follow (in thousands). Operating Leases Finance Leases 2019 $ 519 $ 51 2020 525 51 2021 536 33 2022 548 5 2023 528 - Thereafter 1,897 - Total minimum lease payments $ 4,553 140 Amounts representing interest (9 ) Present value of minimum payments $ 131 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
DEBT [Abstract] | |
DEBT | NOTE 11. DEBT 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 2019, we expensed $0.1 million of interest and fees under the agreement. In 2019, fees incurred averaged 6.7% (exclusive of deferred cost amortization) and interest averaged 8.2% of the amounts outstanding under the facility. In 2019, outstanding borrowings under the agreement averaged $0.2 million per day. As of December 31, 2019, the $1.8 million presented on our consolidated balance sheets as due under the factoring agreement consisted of $2.0 million borrowed net of $0.2 million of unamortized debt issuance costs. Amortization of debt issuance costs in 2019, was less than $0.1 million. The lender has the right to demand repayment of the advances at any time. The lender has a security interest in personal property Long-term debt consists of the following (in thousands). December 31 2019 2018 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%, 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. $ 62 $ 91 Equipment note - Dated December 2019. Due in monthly installments through December 2024. Interest accrues at the effective discount rate of 9.3%. 39 - Total long term debt $ 101 $ 91 Future principal maturities of long-term debt outstanding at December 31, 2019, follow (in thousands). 2020 $ 28 2021 31 2022 23 2023 9 2024 10 $ 101 The note payable to the seller of Golden Ridge, bore interest at an annual rate of 6.8%. Interest was payable monthly. We paid $0.3 million of principal on the note in January 2019. The remaining principal of $0.4 million was payable upon maturity of the note in November 2019. The seller cancelled the note payable in July 2019 in partial settlement of the working capital adjustment receivable from the seller described further in Note 3. During 2019, we borrowed under a demand loan collateralized by the investment in the money market fund described in Note 5, at amounts and rates determined at the discretion of the lender. Borrowing under the loan averaged $0.1 million in 2019 and interest averaged 5.5%. At December 31, 2019 the loan was paid in full, however the availability to borrow against these funds still exist. |
EQUITY, SHARE-BASED COMPENSATIO
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS | 12 Months Ended |
Dec. 31, 2019 | |
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS [Abstract] | |
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS | NOTE 12. EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS Preferred Stock Our board of directors, without further action or vote by holders of our common stock, has the right to establish the terms, preference, rights and restrictions and issue shares of preferred stock. We previously designated and issued six series of preferred stock of which no shares remain outstanding. In addition, we designated and issued a seventh series of preferred stock, Series G, of which 225 shares remain outstanding as of December 31, 2019. The Series G preferred stock is non-voting and may be converted into shares of our common stock at the holders’ election at any time, subject to certain beneficial ownership limitations, at a ratio of 1 preferred share for 948.9915 shares of common stock. The Series G preferred stock is entitled to receive dividends if we pay dividends on our common stock, in which case the holders of the preferred stock are entitled to receive the amount and form of dividends that they would have received if they held the common stock that is issuable upon conversion of the Series G preferred stock. If we are liquidated or dissolved, the holders of Series G preferred stock are entitled to receive, before any amounts are paid in respect of our common stock, an amount per share of preferred stock equal to $1,000, plus any accrued but unpaid dividends thereon. Securities Offerings In March 2019, we issued and sold 3,046,668 shares of common stock for $3.00 per share and a prefunded warrant (the Prefunded Warrant) exercisable into 1,003,344 shares of common stock for $2.99 per share, in a private placement. The Prefunded Warrant had an exercise price of $0.01 per share and was immediately exercisable; however, we had to obtain approval from our shareholders before the holder could exercise the Prefunded Warrant to the extent such exercise would result in the holder owning in excess of 19.99% of our common shares outstanding. The holder exercised the entire Prefunded Warrant automatically when our shareholders approved the exercise in June 2019. We determined the Prefunded Warrant qualified for equity accounting. The net proceeds from the offering of $11.6 million, after deducting commissions and other cash offering expenses of $0.5 million, are recorded in equity. We determined the exercise price of the warrant was nominal and, as such, have considered the 1,003,344 shares underlying the warrant to be outstanding effective March 8, 2019, for the purposes of calculating basic EPS. In December 2019, we issued and sold 6,875,000 shares of common stock for $1.25 per share in a public offering. The net proceeds from the offering of $7.8 million, after deducting commissions and other cash offering expenses of $0.7 million, are recorded in equity. Equity Incentive Plan Our board of directors adopted our 2014 Equity Incentive Plan (2014 Plan) in August 2014, after the plan was approved by shareholders. In June 2018, shareholders approved a 3,000,000 increase in the number of shares authorized for issuance under the 2014 Plan, increasing the total shares of common stock authorized under the 2014 Plan to 6,300,000. Share-based compensation expenses related to stock options, stock and restricted stock units issued to employees and directors are included in selling, general and administrative expenses. The following table provides a detail of share-based compensation expense (in thousands). Year Ended December 31 2019 2018 Common stock, vested at issuance and nonvested at issuance $ 721 $ 555 Stock options 354 132 Restricted stock units 225 103 Compensation expense related to common stock awards issued under equity incentive plan $ 1,300 $ 790 Information regarding common stock issued under the equity incentive plan for the years ended December 31, 2019 and 2018, follows. 2019 2018 Shares Issued Weighted Average Grant Date Fair Value Per Share Weighted Average Vesting Period (Years) Shares Issued Weighted Average Grant Date Fair Value Per Share Weighted Average Vesting Period (Years) Twelve Months Ended December 31 Directors 219,401 $ 2.27 0.6 220,046 $ 1.83 1.0 Employees 30,887 $ 3.22 - 50,469 $ 1.38 - Consultants 39,061 $ 2.76 0.4 42,041 $ 1.90 - 289,349 312,556 Nonvested Stock Summaries of nonvested stock activity for the years ended December 31, 2019 and 2018, follow (in thousands, except share and per share amounts). 2019 2018 Shares Granted Weighted Average Grant Date Fair Value Per Share Fair Value Unrecog- nized Stock Comp- ensation Shares Granted Weighted Average Grant Date Fair Value Per Share Fair Value Unrecog- nized Stock Comp- ensation (1) (2) (1) (2) Nonvested at January 1 193,965 $ 1.84 $ 582 $ 173 384,744 $ 0.94 $ 569 $ 176 Granted 150,274 2.88 432 220,072 1.83 403 Vested (227,711 ) 1.99 613 (410,851 ) 1.00 763 Nonvested at December 31 116,528 $ 2.88 $ 171 $ 160 193,965 $ 1.84 $ 582 $ 173 (1) Represents pre-tax fair value, based on our closing stock prices, which would have been received by the holders of the stock had all such holders sold their underlying shares on the date indicated, the dates of grant or the dates of vesting, as applicable. (2) As of December 31, 2019 and 2018, unrecognized compensation is amortizing over a remaining period of 0.5 years. The table above excludes the activity related to shares of common stock issued to a supplier in February 2016. We issued 950,000 nonvested shares of common stock to that supplier in February 2016. The shares were being held in escrow until earned (as defined in our agreement) by the supplier at a fixed price of $2.80 per share. We recalled and retired the 830,124 shares remaining in escrow, after the related supply agreement terminated in August 2019. Cumulatively, a total of 119,896 shares were released from escrow. During 2019, we released from escrow and expensed the value of 20,640 shares of common stock earned by the supplier, at $2.92 per share. The $2.92 per share was the fair value of the shares on January 1, 2019, the date we adopted ASU 2018-07. During 2018, we released from escrow and expensed the value of 39,934 shares of common stock earned by the supplier, at an average of $2.41 per share. The shares released from escrow in 2018 were valued at the fair value of the shares when earned, under the guidance for nonemployee awards in effect in 2018, prior to our adoption of ASU 2018-07. Options Stock option activity for the years ended December 31, 2019 and 2018, follows. 2019 2018 Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Weighted Average Remaining Contractual Life (Years) Outstanding at January 1 950,727 $ 3.06 8.5 639,659 $ 2.91 8.5 Granted (1) 385,883 3.01 $ 1.83 10.0 653,873 2.25 $ 1.50 10.0 Cash exercised (2) (165,812 ) 0.94 8.1 (32,500 ) 0.85 8.6 Forfeited (174,789 ) 3.98 8.4 (310,305 ) 1.28 8.5 Outstanding at December 31 996,009 $ 3.23 8.1 950,727 $ 3.06 8.5 (1) The options granted vest and become exercisable in annual or monthly installments ending four years from the date of grant. (2) Includes options for 31,955 shares of common stock at a weighted average exercise price of $1.16 per share for which we accelerated vesting upon termination of employment for an employee in June 2019. We expensed $0.1 million of incremental expense upon acceleration of vesting. Information related to outstanding and exercisable stock options as of December 31, 2019, follows. Outstanding Exercisable Range of Exercise Prices Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $0.85 115,500 $ 0.85 7.3 52,750 $ 0.85 7.3 $1.09 to $1.98 146,431 1.39 7.9 38,513 1.40 7.6 $2.53 to $2.97 458,750 2.80 9.0 78,500 2.87 8.4 $3.19 to $3.52 199,817 3.30 8.8 20,631 3.47 5.5 $4.27 to $4.77 38,105 4.57 4.6 38,071 4.57 4.6 $16.00 to $74.00 37,406 21.37 1.7 37,406 21.37 1.7 996,009 $ 3.23 8.1 265,871 $ 5.15 6.4 As of December 31, 2019, outstanding stock options had an intrinsic value of $0.1 million, the weighted average remaining vesting period of options outstanding was 3.0 years and unrecognized option compensation cost was $1.0 million. As of December 31, 2019, exercisable options had an intrinsic value of less than $0.1 million. The intrinsic value of options exercised was $0.4 million in 2019 and $0.1 million in 2018. The following are the assumptions used in valuing the 2019 and 2018 stock option grants: Year Ended December 31 2019 2018 Assumed volatility 64% - 69% 75% - 81% (67% weighted average) (78% weighted average) Assumed risk free interest rate 1.8% - 2.7% 2.2% - 2.8% (2.4% weighted average) (2.5% weighted average) Average expected life of options (in years) 6.1 - 6.3 6.2 (6.2 weighted average) (6.2 weighted average) Expected dividends - - In January 2020, we issued options to employees for the purchase of up to 591,004 shares of common stock, at an exercise price of $1.23 per share which vest and become exercisable in four annual installments ending in January 2024. The options have a grant date fair value per share of $1.26. Restricted Stock Units Restricted stock unit (RSU) activity for the years ended December 31, 2019 and 2018, follows. 2019 2018 RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) Nonvested at January 1 1,215,000 $ 683 2.3 1,175,000 $ 161 3.0 Granted 213,062 145 2.4 1,045,000 724 2.2 Cancelled - - (705,000 ) (31 ) Forfeited (280,000 ) (227 ) (300,000 ) (69 ) Expensed - (224 ) - (102 ) Nonvested at December 31 1,148,062 $ 377 1.4 1,215,000 $ 683 2.3 As of December 31, 2019, we have outstanding RSUs covering a total of 1,148,062 shares of our common stock. The shares subject to the RSUs vest based upon a vesting price equal to the volume weighted average trading price of our common stock over sixty-five consecutive trading days. Subject to a minimum service period in certain grants, as described in the next sentence, the RSU shares vest as to (i) 114,806 shares on the date the vesting price equals or exceeds $5.00 per share (ii) 344,419 shares the date the vesting price equals or exceeds $10.00 per share and (iii) 688,837 shares the date the vesting price equals or exceeds $15.00 per share. In certain RSUs, vesting occurs the later of the one-year anniversary of the grant and the date the shares reach the vesting price indicated in the preceding sentence. The RSUs expire on the fifth anniversary of each grant. The assumptions used in valuing the 2019 and 2018 RSU grants follow: Year Ended December 31 2019 2018 Assumed volatility 43% - 44% 45.0% (44% weighted average) Assumed risk free interest rate 1.4% - 2.3% 2.9% - 3.0% (1.8% weighted average) (3.0% weighted average) Expected dividends - - Warrants Warrant activity, excluding activity related to the Prefunded Warrant, for the years ended December 31, 2019 and 2018, follows. 2019 2018 Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding at January 1 10,252,714 $ 2.25 2.3 21,157,273 $ 2.30 3.4 Issued (1) - NA NA 315,000 4.73 NA Cash exercised (685,409 ) 3.01 0.3 (8,686,838 ) 1.28 3.6 Cashless exercised (2) - NA NA (300,000 ) 1.60 1.8 Impact of modification (3): After modification - NA NA 600,000 3.30 0.6 Prior to modification - NA NA (850,000 ) 5.27 1.6 Expired (2,035,025 ) 5.25 - (1,982,721 ) 6.61 NA Outstanding at December 31 7,532,280 $ 1.32 1.9 10,252,714 $ 2.25 2.3 (1) We recognized $0.1 million of expense for these warrant issuances in the three months ended June 30, 2018. (2) We issued 139,392 shares of common stock upon cashless exercise of these warrants, based on the fair value at the date of exercise of $2.63 per share. (3) The fair value of the warrants immediately before the modification equaled the fair value of the warrants immediately after the modification and, therefore, no gain or loss was recorded. As of December 31, 2019, all outstanding warrants were exercisable. The following table summarizes information related to exercisable and outstanding warrants as of December 31, 2019. Range of Exercise Prices Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $0.96 6,680,585 $ 0.96 2.1 $2.00 50,000 2.00 3.1 $5.25 to $5.87 621,695 5.26 0.2 7,352,280 $ 1.32 1.9 Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. As of December 31, 2019, warrant holders may elect to exercise cashless warrants for 3,774,344 shares of common stock at an exercise price of $0.96 per share and 290,000 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. Should we fail to maintain a registration statement for the resale of shares under certain other warrants, the shares under those warrants may again become exercisable using a cashless exercise feature. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 13. INCOME TAXES We calculate our provision for federal and state income taxes based on current tax law. U.S. federal tax reform (Tax Act) was enacted on December 22, 2017, and has several key provisions impacting the accounting for and reporting of income taxes. The most significant provision reduced the U.S. corporate statutory tax rate from 35% to 21% beginning on January 1, 2018. We remeasured the applicable deferred tax assets and liabilities based on the rates at which they are expected to reverse. As a result, the gross deferred tax assets and liabilities were adjusted which resulted in an expense for income taxes of $7.1 million which was fully offset by a corresponding change to our valuation allowance in 2017. The Tax Act contains several base broadening provisions that became effective on January 1, 2018, that did not have a material impact on 2018 and 2019 earnings. Deferred tax asset (liability) is comprised of the following (in thousands): December 31 2019 2018 Net operating loss carryforwards $ 7,672 $ 4,541 Stock options and warrants 420 214 Property 138 299 Intangible assets 66 94 Capitalized expenses 54 86 Other 210 164 Operating right-of-use lease assets (667 ) Operating right-of-use lease liabilities 794 Net deferred tax assets 8,687 5,398 Less: Valuation allowance (8,687 ) (5,398 ) Deferred tax asset (liability) $ - $ - We have determined it is more likely than not that our deferred tax assets will not be realized. Accordingly, we have provided a valuation allowance for deferred tax assets. The following table summarizes the change in the valuation allowance (in thousands): Year Ended December 31 2019 2018 Vaulation allowances, beginning of year $ 5,398 $ 13,872 Net operating loss 3,284 1,920 Expiration of net operating losses and limitations (7 ) (9,939 ) Adjustment to deferred taxes 29 (321 ) Impact of state tax rate change 26 (146 ) Other adjusments (43 ) 12 Valuation allowance, end of year $ 8,687 $ 5,398 As of December 31, 2019, net operating loss (NOL) carryforwards for U.S. federal tax purposes totaled $31.4 million. Effective with the 2017 Tax Act in December 2017, We experienced several ownership changes as defined in IRC Section 382(g) as a result of offerings and conversions that occurred in 2013 and 2014 and a new shareholder obtaining a greater than 5% interest in the value our equity in September 2017. Our ability to utilize previously accumulated NOL carryforwards is subject to substantial annual limitations due to the change in ownership provisions of the Internal Revenue Code of 1986, as amended, and similar state regulations. In general, the annual limitation is equal to the value of the stock of the corporation immediately before the ownership change, multiplied by the long-term tax-exempt rate for the month in which the ownership change occurs. Any unused annual limitation may generally be carried over to later years until the NOL carryforwards expire. We completed a formal analysis for the taxable year 2017 to determine the amount of annual limitation on net operations loss carryforwards prior to utilization. The study resulted in a substantial annual limitation on the utilization of net operating loss carryforwards generated before September 13, 2017. Accordingly, we have reduced our net operating loss carryforwards by $13.7 million to reflect these limitations. On November 28, 2017, Nutra S.A. LLC (Nutra SA) redeemed our entire membership interest in Nutra SA which resulted in generating a capital loss of $29.6 million for federal tax purposes. Of this, $23.6 million is subject to an IRC Section 382 annual limitation of $0.3 million. We have determined it is more likely than not that all of the capital loss subject to the IRC Section 382 limitation will expire unused. Accordingly, we have not recognized the deferred tax asset associated with the IRC Section 382 limited capital loss. We are subject to taxation in the U.S. federal jurisdiction and various state and local jurisdictions. We record liabilities for income tax contingencies based on our best estimate of the underlying exposures. We are open for audit by the IRS for years after 2015 and, generally, by U.S. state tax jurisdictions after 2014. Reconciliations between the amounts computed by applying the U.S. federal statutory tax rate to loss before income taxes, and income tax expense (benefit) follows (in thousands): Year Ended December 31 2019 2018 Income tax benefit at federal statutory rate $ (2,928 ) $ (1,692 ) Increase (decrease) resulting from: State tax benefit, net of federal tax effect (437 ) (184 ) Effect of change in state tax rate (26 ) 146 Change in valuation allowance 3,341 (8,474 ) Expirations of net operating losses and application of IRC 382 limitation 7 9,939 Adjustments to deferreds (29 ) 321 Other 72 (11 ) Income tax expense $ - $ 45 We determined no material liabilities related to uncertain income tax positions existed as of December 31, 2019 or 2018, based on our analysis of tax positions taken on income tax returns filed. 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. |
INCOME (LOSS) PER SHARE (EPS)
INCOME (LOSS) PER SHARE (EPS) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME (LOSS) PER SHARE (EPS) [Abstract] | |
INCOME (LOSS) PER SHARE (EPS) | NOTE 14. INCOME (LOSS) PER SHARE (EPS) Basic EPS is calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. Our outstanding convertible preferred stocks are considered participating securities as the holders may participate in undistributed earnings with holders of common shares and are not obligated to share in our net losses. Diluted EPS is computed by dividing the net income attributable to RiceBran Technologies common shareholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effects of outstanding options, warrants, nonvested shares and restricted stock units that vest solely on the basis of a service condition are calculated using the treasury stock method. The dilutive effects of the outstanding preferred stock are calculated using the if-converted method. Below are reconciliations of the numerators and denominators in the EPS computations, and information on potentially dilutive securities. Year Ended December 31 2019 2018 NUMERATOR: Basic and diluted - loss from continuing operations (in thousands) $ (13,735 ) $ (8,101 ) DENOMINATOR: Basic and diluted - weighted average number of common shares outstanding (in thousands) 32,359,316 22,099,149 Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive: Stock options 1,024,811 911,264 Warrants 8,443,547 16,383,944 Convertible preferred stock 224,848 581,680 Restricted stock units 1,235,287 623,603 Weighted average number of nonvested shares of common stock not included in diluted EPS because effect would be antidilutive 659,581 1,169,986 The impacts of potentially dilutive securities outstanding at December 31, 2019 and 2018, were not included in the calculation of diluted EPS in 2019 and 2018 because to do so would be anti-dilutive. Those securities listed in the table above which were anti-dilutive in 2019 and 2018, which remain outstanding, could potentially dilute EPS in the future. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2019 | |
FAIR VALUE MEASUREMENT [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 15. FAIR VALUE MEASUREMENT The fair value of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable approximates their carrying value due to shorter maturities. As of December 31, 2019, the fair values of our 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). As of December 31, 2019, the fair value of our operating leases liabilities was approximated $0.3 million higher than the carrying value of our operating lease liabilities, based on current market rates for similar leases with similar maturities (Level 3 measurement). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. COMMITMENTS AND CONTINGENCIES Purchase Commitments In 2020, we entered into $0.3 million of firm purchase commitments related to capital projects. Employment Contracts and Severance Payments In the normal course of business, we periodically enter into employment agreements which incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be reasonably estimated, we maintain insurance coverage, which we believe will effectively mitigate our obligations under these indemnification provisions. No amounts have been recorded in our financial statements with respect to any obligations under such agreements. We have employment contracts with certain officers and key management that include provisions for potential severance payments in the event of without-cause terminations or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested equity grants would accelerate following a change in control. Legal Matters From time to time we are involved in litigation incidental to the conduct of our business. These matters may relate to employment and labor claims, patent and intellectual property claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. Defense costs are expensed as incurred and are included in professional fees. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17. 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 26.6% of our outstanding common stock. We have a greed that in connection with each annual or special meeting of our shareholders at which members of our board of directors are to be elected, or any written consent of our shareholders pursuant to which members of the board of directors are to be elected, CGC shall have the right to designate one nominee to our board of directors. |
TRANSACTIONS WITH EMPLOYEES
TRANSACTIONS WITH EMPLOYEES | 12 Months Ended |
Dec. 31, 2019 | |
TRANSACTIONS WITH EMPLOYEES [Abstract] | |
TRANSACTIONS WITH EMPLOYEES | NOTE 18. TRANSACTIONS WITH EMPLOYEES Wayne Wilkison, our former employee and former owner of Golden Ridge, owns various farms and a freight company with which we conducted business. During 2019, we paid $1.7 million to these entities. As of December 31, 2019, there were no amounts owed to these entities. The note payable to seller of Golden Ridge, described further in Note 3, was payable to Wayne Wilkison. The purchase price working capital adjustment, described further in Note 3 was receivable from Mr. Wilkison. |
BUSINESS AND SUMMARY OF SIGNI_2
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Recent Accounting Standards Not Yet Adopted | 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 and/or have a significant financial impact on us. 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 , On December 18, 2019, the FASB issued Accounting Standards Update (ASU) No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its simplification initiative (i.e., its effort to reduce the complexity of accounting standards). The ASU is intended to remove certain exceptions to the general principles in current GAAP, reduce the cost and complexity in accounting for income taxes, and improve financial statement preparers' application of income tax-related guidance. This guidance does not create new accounting requirements. It is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted. We are evaluating the impact of and approach to adopting this amended accounting guidance on our consolidated financial statements. |
Recently Adopted Accounting Standards | Recently adopted accounting standards In February 2016, the FASB issued guidance which changed the accounting for leases, , Leases . On January 1, 2019, we adopted the guidance, and subsequent guidance related to the topic in ASU 2018-11, using the modified retrospective method. No adjustment was required to our retained earnings as of January 1, 2019. We elected the package of practical expedients in transition for leases that commenced prior to January 1, 2019, and therefore did not We have no land easements. For all asset classes, we elected to (i) not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less and (ii) not separate nonlease components from lease components, and we have accounted for combined lease and nonlease components as a single lease component disclosures required by the guidance are presented within the “Leases” policy disclosure below and In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ) . The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions are measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. We adopted ASU 2018-07 on January 1, 2019. The guidance did not change the way we recognize expense for director awards. Adoption of the standard only impacted the recognition of expense, on a prospective basis, for one supplier’s awards which were subject to performance conditions. Adoption of the guidance did not have a material impact on our financial statements in 2019. Additional disclosures required by the guidance are presented within the “Share-Based Compensation” policy disclosure below |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts |
Inventories | Inventories – |
Property and Equipment | Property and Equipment We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss is recognized based on the difference between the carrying value and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any indicated deficiency charged to operations in the current year. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell. |
Goodwill | Goodwill |
Intangible Assets, Exclusive of Goodwill | Intangible Assets, exclusive of goodwill |
Leases | Leases We lease certain buildings, land and corporate office space under operating leases with monthly or annual rent payments. We lease certain machinery and equipment under finance leases with monthly rent payments. We determine if an arrangement is a lease at inception. Operating lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as operating lease liabilities in our consolidated balance sheets. Finance lease right-of-use assets are included in property and equipment, net, and the related liabilities are included as finance lease liabilities in our consolidated balance sheets. We recognize right-of-use assets and lease liabilities based on the present value of the future minimum lease payments over the lease term, beginning at the commencement date, for leases exceeding a year. Minimum lease payments include the fixed lease components of the lease and any variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Lease terms may include options to renew when it is reasonably certain that we will exercise that option. We combine lease and nonlease components and account for them as a single lease component. Certain leases contain rent escalation clauses, rent holidays, capital improvement funding or other lease concessions. In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease. When we cannot readily determine the discount rate implicit in a lease, we utilize our incremental borrowing rate, the rate of interest that we would incur to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. To estimate the incremental borrowing rate, we reference a market yield curve consistent with our assessment of our credit quality. We recognize operating lease expense related to the minimum lease payments on a straight-line basis over the lease term. For finance leases, we recognize amortization expense related to the minimum lease payments on a straight-line basis over the lease term while interest expense is recognized using the effective interest method. Expense related to variable lease payments that do not depend on a rate or index and short-term rentals, on leases with terms less than a year, are expensed as incurred. |
Revenue Recognition | Revenue Recognition Substantially all of our revenue is derived by fulfilling customer orders for the purchase of our products under We account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. We recognize revenue at the point in time that control of the ordered product(s) is transferred to the customer, which is upon delivery to the customer, or its designee at our location, a customer location or other customer-designated delivery point. For substantially all of our contracts, control of the ordered product(s) transfers at our location. Amounts invoiced to customers for shipping and handling are reported as revenues and the related costs incurred to deliver product to the customer are reported as cost of goods sold. Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling product orders. Incidental items that are immaterial in the context of the contract are recognized as expense. Our contracts do not include a significant financing component. The amount of consideration we expect to receive and revenue we recognize includes estimates of variable consideration, including costs for rebates and discounts. If the consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or most likely amount method. Incremental costs of obtaining a revenue contract are capitalized and amortized on a straight-line basis over the expected customer relationship period if we expect to recover those costs. As a practical expedient, we expense costs to obtain a contract as incurred if the amortization period would have been a year or less. Typically, costs to incur revenue contracts are not significant. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses |
Research and Development | Research and Development |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense for stock options granted to employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest and expensed on a straight-line basis over the service period of the grant. We recognize forfeitures as they occur. The Black-Scholes-Merton option pricing model requires us to estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management’s judgment regarding market factors and trends. We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model. For awards of nonvested stock to employees, share-based compensation is measured based on the fair value of the stock on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Compensation expense related to service-based awards are recognized on a straight-line basis over the requisite service period for the entire award. For restricted stock units issued to employees with market conditions, share-based compensation is measured based on the fair value of the award on the date of grant using a binomial simulation model and expense is recognized over the derived service period determined by the simulation. The binomial simulation model requires us to estimate key assumptions such as stock volatility, risk-free interest rates and dividend yields based on both historical information and management’s judgment regarding market factors and trends . Share-based compensation for awards to nonemployees is calculated as of the grant date, taking into consideration the probability of satisfaction of performance conditions, in a manner consistent with awards to employees. The expense associated with share-based awards for service is recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The expense associated with share-based awards made in exchange for goods is generally attributed to expense in the same manner as if the vendor had been paid in cash. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. The realization of deferred tax assets can be affected by, among other things, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, our experience with utilizing operating losses and tax credit carryforwards by jurisdiction, and tax planning alternatives that may be available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that may be different from current estimates of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when it is determined that the liabilities are no longer necessary. We recognize interest and penalties related to uncertain tax positions, if any, in selling, general and administrative expenses. |
Fair Value | Fair Value Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities may be presented in the financial statements at fair value. Assets and liabilities measured at fair value on a non-recurring basis may include property and equipment. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market: ● Level 1 – inputs include quoted prices for identical instruments and are the most observable. ● Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves. ● Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
MGI Grain Processing LLC [Member] | |
Business Acquisition [Line Items] | |
Identified Assets Acquired and Liabilities Assumed Based on Estimated Fair Value | The following table summarizes the purchase price allocation, the consideration transferred to acquire MGI and the amounts of identified assets acquired and liabilities assumed (in thousands). Estimated at June 30, 2019 Adjustments Final as of December 31, 2019 Cash $ 3,795 $ - $ 3,795 Working capital adjustment to purchase price (38 ) 20 (18 ) Total fair value of consideration transferred 3,757 20 3,777 Accounts receivable 591 - 591 Inventories 149 - 149 Deposits and other current assets 4 8 12 Property and equipment 1,560 - 1,560 Customer relationship 930 - 930 Other finite-lived intangible assets 35 - 35 Accounts payable (219 ) - (219 ) Finance lease liabilities (18 ) - (18 ) Net recognized amounts of identifiable assets acquired and liabilities assumed 3,032 8 3,040 Goodwill $ 725 $ 12 $ 737 |
Pro Forma Financial Information | Tpro forma information for the periods presented as if the MGI acquisition had occurred January 1, 2018. Year Ended December 31 2019 2018 Revenues (in thousands) $ 224,913 $ 17,542 Loss from continuing operations (in thousands) $ (13,432 ) $ (7,792 ) Loss per share - continuing operations $ (0.42 ) $ (0.35 ) Weighted average number of common shares outstanding - basic and diluted 32,359,316 22,099,149 |
Golden Ridge Rice Mills [Member] | |
Business Acquisition [Line Items] | |
Identified Assets Acquired and Liabilities Assumed Based on Estimated Fair Value | The following table summarizes the purchase price allocation as of closing and as revised (in thousands, except share and per share amounts). Estimated at Acquisition and as of December 31, 2018 Adjustments Final as of December 31, 2019 1,666,667 shares of common stock, at fair value of $3.00 per share at closing $ 5,000 $ - $ 5,000 Golden Ridge financial liabilities paid for the seller 2,661 - 2,661 Cash 250 - 250 Note payable to seller 609 - 609 Working capital adjustment to purchase price (1,147 ) 584 (563 ) Total fair value of consideration transferred 7,373 584 7,957 Cash 409 (63 ) 346 Accounts receivable 1,587 87 1,674 Inventories 103 - 103 Property and equipment 5,092 - 5,092 Accounts payable (222 ) 110 (112 ) Commodities payable (2,559 ) 432 (2,127 ) Accrued liabilities (12 ) 12 - Lease liabilities (104 ) - (104 ) Equipment notes payable (99 ) 6 (93 ) Net recognized amounts of identifiable assets acquired and liabilities assumed 4,195 584 4,779 Goodwill $ 3,178 $ - $ 3,178 |
Pro Forma Financial Information | The following table provides unaudited pro forma information for 2018 as if the acquisition had occurred January 1, 2017. Revenues (in thousands) $ 30,289 Loss from continuing operations (in thousands) $ (10,601 ) Loss per share - continuing operations $ (0.45 ) Weighted average number of common shares outstanding - basic and diluted 23,615,131 |
ACCOUNTS RECEIVABLE AND REVEN_2
ACCOUNTS RECEIVABLE AND REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ACCOUNTS RECEIVABLE AND REVENUES [Abstract] | |
Concentrations of Risk | Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of consolidated totals) are stated below as a percent of consolidated totals. Customer A B C D E % of revenue, 2019 11 % 9 % 16 % 3 % 2 % % of revenue, 2018 17 % 14 % 1 % 4 % - % % of accounts receivable, as of December 31, 2019 10 % 8 % 31 % - % 10 % % of accounts receivable, as of December 31, 2018 13 % - % 16 % 14 % - % |
Revenues by Geographic Area | The following table presents revenues by geographic area shipped to (in thousands). Year Ended December 31 2019 2018 United States $ 22,533 $ 13,469 Other countries 1,180 1,293 Revenues $ 23,713 $ 14,762 |
Revenues by Product Line | T Year Ended December 31 2019 2018 Food $ 16,957 $ 8,600 Animal nutrition 6,756 6,162 Revenues $ 23,713 $ 14,762 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INVENTORIES [Abstract] | |
Components of Inventories | The following table details the components of inventories (in thousands). December 31 2019 2018 Finished goods $ 698 $ 853 Raw materials 90 3 Packaging 110 102 Inventories $ 898 $ 958 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Property and Equipment | The following table details the components of property and equipment (amounts in thousands). December 31 2019 2018 Estimated Useful Lives Land $ 730 $ 585 Furniture and fixtures 476 430 5-10 years Plant 9,667 8,613 20-40 years, or life of lease Computer and software 1,317 1,295 3-5 years Leasehold improvements 2,019 681 4-15 years, or life of lease Machinery and equipment 16,864 13,528 5-15 years Property and equipment, cost 31,073 25,132 Less accumulated depreciation 11,996 10,122 Property and equipment, net $ 19,077 $ 15,010 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
GOODWILL AND INTANGIBLES [Abstract] | |
Summary of Goodwill Activity | A summary of goodwill activity . Year Ended December 31 2019 2018 Goodwill, beginning of period $ 3,178 $ - Golden Ridge acquisition - 3,178 MGI acquistion 737 - Goodwill, end of period $ 3,915 $ 3,178 |
Intangible Assets | Intangible assets, excluding goodwill, consist of the following (in thousands). December 31, 2019 December 31, 2018 Estimated Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 15 $ 930 $ 20 $ 910 $ - $ - $ - Trademarks 10 13 1 12 - - - Non-compete agreement 5 22 3 19 - - - Other 17 32 23 9 32 16 16 Total intangible assets $ 997 $ 47 $ 950 $ 32 $ 16 $ 16 |
Future Intangible Amortization Expense | As of December 31, 2019, the weighted-average remaining amortization period for intangibles other than goodwill is 13.6 years and future intangible amortization is expected to total the following (in thousands): 2020 $ 228 2021 196 2022 146 2023 110 2024 80 Thereafter 190 Total amortization $ 950 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
LEASES [Abstract] | |
Components of Lease Expense | The components of lease expense and cash flows from leases for 2019 follows (in thousands). Finance lease cost: Amortization of right-of use assets, included in cost of goods sold $ 60 Interest on lease liabilities 14 Operating lease cost, included in selling, general and administrative expenses: Fixed leases cost 522 Variable lease cost 132 Short-term lease cost, included in cost of goods sold 21 Total lease cost $ 749 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 14 Operating cash flows from operating leases $ 522 Financing cash flows from finance leases $ 79 |
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 December 31, 2019, follows. Operating Leases Finance Leases Remaining lease terms (in years) 0.3-13.2 1.1-4.5 Weighted average remaining lease terms (in years) 7.8 3.3 Discount rates 4.9%-9.0 % 4.3%-7.3 % Weighted average discount rate 7.6 % 5.8 % |
Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2019, follows (in thousands). Operating Leases Finance Leases 2020 $ 525 $ 115 2021 536 91 2022 548 68 2023 528 38 2024 428 11 Thereafter 1,469 - Total lease payments 4,034 323 Amounts representing interest (1,051 ) (32 ) Present value of lease obligations $ 2,983 $ 291 |
Future Annual Minimum Operating Lease Payments and Finance Lease Maturities | Future annual minimum operating lease payments and finance lease maturities as of December 31, 2018, prepared in accordance with the guidance in effect prior to adoption of ASU 2016-02, follow (in thousands). Operating Leases Finance Leases 2019 $ 519 $ 51 2020 525 51 2021 536 33 2022 548 5 2023 528 - Thereafter 1,897 - Total minimum lease payments $ 4,553 140 Amounts representing interest (9 ) Present value of minimum payments $ 131 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
DEBT [Abstract] | |
Long-term Debt | Long-term debt consists of the following (in thousands). December 31 2019 2018 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%, 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. $ 62 $ 91 Equipment note - Dated December 2019. Due in monthly installments through December 2024. Interest accrues at the effective discount rate of 9.3%. 39 - Total long term debt $ 101 $ 91 |
Future Principal Maturities of Debt Outstanding | Future principal maturities of long-term debt outstanding at December 31, 2019, follow (in thousands). 2020 $ 28 2021 31 2022 23 2023 9 2024 10 $ 101 |
EQUITY, SHARE-BASED COMPENSAT_2
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS [Abstract] | |
Share-based Compensation Expenses Included in Selling, General and Administrative Expenses | The following table provides a detail of share-based compensation expense (in thousands). Year Ended December 31 2019 2018 Common stock, vested at issuance and nonvested at issuance $ 721 $ 555 Stock options 354 132 Restricted stock units 225 103 Compensation expense related to common stock awards issued under equity incentive plan $ 1,300 $ 790 |
Common Stock Issued under Equity Incentive Plans | Information regarding common stock issued under the equity incentive plan for the years ended December 31, 2019 and 2018, follows. 2019 2018 Shares Issued Weighted Average Grant Date Fair Value Per Share Weighted Average Vesting Period (Years) Shares Issued Weighted Average Grant Date Fair Value Per Share Weighted Average Vesting Period (Years) Twelve Months Ended December 31 Directors 219,401 $ 2.27 0.6 220,046 $ 1.83 1.0 Employees 30,887 $ 3.22 - 50,469 $ 1.38 - Consultants 39,061 $ 2.76 0.4 42,041 $ 1.90 - 289,349 312,556 |
RSU Activity | Nonvested Stock Summaries of nonvested stock activity for the years ended December 31, 2019 and 2018, follow (in thousands, except share and per share amounts). 2019 2018 Shares Granted Weighted Average Grant Date Fair Value Per Share Fair Value Unrecog- nized Stock Comp- ensation Shares Granted Weighted Average Grant Date Fair Value Per Share Fair Value Unrecog- nized Stock Comp- ensation (1) (2) (1) (2) Nonvested at January 1 193,965 $ 1.84 $ 582 $ 173 384,744 $ 0.94 $ 569 $ 176 Granted 150,274 2.88 432 220,072 1.83 403 Vested (227,711 ) 1.99 613 (410,851 ) 1.00 763 Nonvested at December 31 116,528 $ 2.88 $ 171 $ 160 193,965 $ 1.84 $ 582 $ 173 (1) Represents pre-tax fair value, based on our closing stock prices, which would have been received by the holders of the stock had all such holders sold their underlying shares on the date indicated, the dates of grant or the dates of vesting, as applicable. (2) As of December 31, 2019 and 2018, unrecognized compensation is amortizing over a remaining period of 0.5 years. Restricted stock unit (RSU) activity for the years ended December 31, 2019 and 2018, follows. 2019 2018 RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) Nonvested at January 1 1,215,000 $ 683 2.3 1,175,000 $ 161 3.0 Granted 213,062 145 2.4 1,045,000 724 2.2 Cancelled - - (705,000 ) (31 ) Forfeited (280,000 ) (227 ) (300,000 ) (69 ) Expensed - (224 ) - (102 ) Nonvested at December 31 1,148,062 $ 377 1.4 1,215,000 $ 683 2.3 |
Stock Option Activity | Stock option activity for the years ended December 31, 2019 and 2018, follows. 2019 2018 Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Weighted Average Remaining Contractual Life (Years) Outstanding at January 1 950,727 $ 3.06 8.5 639,659 $ 2.91 8.5 Granted (1) 385,883 3.01 $ 1.83 10.0 653,873 2.25 $ 1.50 10.0 Cash exercised (2) (165,812 ) 0.94 8.1 (32,500 ) 0.85 8.6 Forfeited (174,789 ) 3.98 8.4 (310,305 ) 1.28 8.5 Outstanding at December 31 996,009 $ 3.23 8.1 950,727 $ 3.06 8.5 (1) The options granted vest and become exercisable in annual or monthly installments ending four years from the date of grant. (2) Includes options for 31,955 shares of common stock at a weighted average exercise price of $1.16 per share for which we accelerated vesting upon termination of employment for an employee in June 2019. We expensed $0.1 million of incremental expense upon acceleration of vesting. |
Information Related to Outstanding and Exercisable Options | Information related to outstanding and exercisable stock options as of December 31, 2019, follows. Outstanding Exercisable Range of Exercise Prices Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $0.85 115,500 $ 0.85 7.3 52,750 $ 0.85 7.3 $1.09 to $1.98 146,431 1.39 7.9 38,513 1.40 7.6 $2.53 to $2.97 458,750 2.80 9.0 78,500 2.87 8.4 $3.19 to $3.52 199,817 3.30 8.8 20,631 3.47 5.5 $4.27 to $4.77 38,105 4.57 4.6 38,071 4.57 4.6 $16.00 to $74.00 37,406 21.37 1.7 37,406 21.37 1.7 996,009 $ 3.23 8.1 265,871 $ 5.15 6.4 |
Weighted-average Assumptions Used in Valuing Stock Options | The following are the assumptions used in valuing the 2019 and 2018 stock option grants: Year Ended December 31 2019 2018 Assumed volatility 64% - 69% 75% - 81% (67% weighted average) (78% weighted average) Assumed risk free interest rate 1.8% - 2.7% 2.2% - 2.8% (2.4% weighted average) (2.5% weighted average) Average expected life of options (in years) 6.1 - 6.3 6.2 (6.2 weighted average) (6.2 weighted average) Expected dividends - - |
Weighted-average Assumptions Used in Valuing Restricted Stock Units | The assumptions used in valuing the 2019 and 2018 RSU grants follow: Year Ended December 31 2019 2018 Assumed volatility 43% - 44% 45.0% (44% weighted average) Assumed risk free interest rate 1.4% - 2.3% 2.9% - 3.0% (1.8% weighted average) (3.0% weighted average) Expected dividends - - |
Warrant Activity | Warrant activity, excluding activity related to the Prefunded Warrant, for the years ended December 31, 2019 and 2018, follows. 2019 2018 Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding at January 1 10,252,714 $ 2.25 2.3 21,157,273 $ 2.30 3.4 Issued (1) - NA NA 315,000 4.73 NA Cash exercised (685,409 ) 3.01 0.3 (8,686,838 ) 1.28 3.6 Cashless exercised (2) - NA NA (300,000 ) 1.60 1.8 Impact of modification (3): After modification - NA NA 600,000 3.30 0.6 Prior to modification - NA NA (850,000 ) 5.27 1.6 Expired (2,035,025 ) 5.25 - (1,982,721 ) 6.61 NA Outstanding at December 31 7,532,280 $ 1.32 1.9 10,252,714 $ 2.25 2.3 (1) We recognized $0.1 million of expense for these warrant issuances in the three months ended June 30, 2018. (2) We issued 139,392 shares of common stock upon cashless exercise of these warrants, based on the fair value at the date of exercise of $2.63 per share. (3) The fair value of the warrants immediately before the modification equaled the fair value of the warrants immediately after the modification and, therefore, no gain or loss was recorded. |
Information Related to Exercisable and Outstanding Warrants | As of December 31, 2019, all outstanding warrants were exercisable. The following table summarizes information related to exercisable and outstanding warrants as of December 31, 2019. Range of Exercise Prices Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $0.96 6,680,585 $ 0.96 2.1 $2.00 50,000 2.00 3.1 $5.25 to $5.87 621,695 5.26 0.2 7,352,280 $ 1.32 1.9 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES [Abstract] | |
Deferred Tax Asset (Liability) | Deferred tax asset (liability) is comprised of the following (in thousands): December 31 2019 2018 Net operating loss carryforwards $ 7,672 $ 4,541 Stock options and warrants 420 214 Property 138 299 Intangible assets 66 94 Capitalized expenses 54 86 Other 210 164 Operating right-of-use lease assets (667 ) Operating right-of-use lease liabilities 794 Net deferred tax assets 8,687 5,398 Less: Valuation allowance (8,687 ) (5,398 ) Deferred tax asset (liability) $ - $ - |
Summary of Change in Valuation Allowance | The following table summarizes the change in the valuation allowance (in thousands): Year Ended December 31 2019 2018 Vaulation allowances, beginning of year $ 5,398 $ 13,872 Net operating loss 3,284 1,920 Expiration of net operating losses and limitations (7 ) (9,939 ) Adjustment to deferred taxes 29 (321 ) Impact of state tax rate change 26 (146 ) Other adjusments (43 ) 12 Valuation allowance, end of year $ 8,687 $ 5,398 |
Effective Income Tax Rate Reconciliation | Reconciliations between the amounts computed by applying the U.S. federal statutory tax rate to loss before income taxes, and income tax expense (benefit) follows (in thousands): Year Ended December 31 2019 2018 Income tax benefit at federal statutory rate $ (2,928 ) $ (1,692 ) Increase (decrease) resulting from: State tax benefit, net of federal tax effect (437 ) (184 ) Effect of change in state tax rate (26 ) 146 Change in valuation allowance 3,341 (8,474 ) Expirations of net operating losses and application of IRC 382 limitation 7 9,939 Adjustments to deferreds (29 ) 321 Other 72 (11 ) Income tax expense $ - $ 45 |
INCOME (LOSS) PER SHARE (EPS) (
INCOME (LOSS) PER SHARE (EPS) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME (LOSS) PER SHARE (EPS) [Abstract] | |
Reconciliations of Numerators and Denominators in EPS Computations | Below are reconciliations of the numerators and denominators in the EPS computations, and information on potentially dilutive securities. Year Ended December 31 2019 2018 NUMERATOR: Basic and diluted - loss from continuing operations (in thousands) $ (13,735 ) $ (8,101 ) DENOMINATOR: Basic and diluted - weighted average number of common shares outstanding (in thousands) 32,359,316 22,099,149 Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive: Stock options 1,024,811 911,264 Warrants 8,443,547 16,383,944 Convertible preferred stock 224,848 581,680 Restricted stock units 1,235,287 623,603 Weighted average number of nonvested shares of common stock not included in diluted EPS because effect would be antidilutive 659,581 1,169,986 |
LIQUIDITY AND MANAGEMENT'S PL_2
LIQUIDITY AND MANAGEMENT'S PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
LIQUIDITY AND MANAGEMENT'S PLAN [Abstract] | |||
Increase in cash and cash equivalents | $ 1,400 | ||
Cash and cash equivalents | 8,444 | $ 7,044 | $ 6,203 |
Net cash used in operating activities | (13,450) | (5,241) | |
Proceeds from common stock warrant exercises | 2,072 | $ 11,106 | |
Gross proceeds | $ 19,422 |
BUSINESS AND SUMMARY OF SIGNI_3
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Business (Details) | Dec. 31, 2019Location |
Business [Abstract] | |
Number of locations | 4 |
Number of locations in California | 2 |
Number of locations in Louisiana | 1 |
BUSINESS AND SUMMARY OF SIGNI_4
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Recent Accounting Guidance (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Recent Accounting Standards Not Yet Adopted [Abstract] | ||
Operating lease right-of-use assets | $ 2,752 | $ 0 |
Operating lease liabilities | $ 2,983 | |
ASU 2016-02 [Member] | ||
Recent Accounting Standards Not Yet Adopted [Abstract] | ||
Operating lease right-of-use assets | 3,000 | |
Operating lease liabilities | $ 3,300 |
ACQUISITIONS, MGI (Details)
ACQUISITIONS, MGI (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 04, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||
Goodwill | $ 3,915 | $ 3,178 | $ 0 | ||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Revenues | 30,289 | ||||
Loss from continuing operations | $ (10,601) | ||||
Loss per share - continuing operations (in dollars per share) | $ (0.45) | ||||
Weighted average number of common shares outstanding - Basic and Diluted (in shares) | 23,615,131 | ||||
MGI Grain Processing LLC [Member] | |||||
Consideration Transferred [Abstract] | |||||
Amount deposited in escrow account | $ 300 | ||||
Acquisition related costs | $ 100 | ||||
Goodwill deductible period for tax purposes | 15 years | ||||
Revenue related to acquired business | $ 1,900 | ||||
Net loss related to acquired business | (300) | ||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||
Cash | $ 3,795 | 3,795 | |||
Working capital adjustment to purchase price | (38) | (18) | |||
Total fair value of consideration transferred | 3,757 | 3,777 | |||
Accounts Receivable | 591 | 591 | |||
Inventories | 149 | 149 | |||
Deposits and other current assets | 4 | 12 | |||
Property and equipment | 1,560 | 1,560 | |||
Customer relationship | 930 | 930 | |||
Other finite-lived intangible assets | 35 | 35 | |||
Accounts payable | (219) | (219) | |||
Finance lease liabilities | (18) | (18) | |||
Net recognized amounts of identifiable assets acquired and liabilities assumed | 3,032 | 3,040 | |||
Goodwill | $ 725 | 737 | |||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Revenues | 224,913 | $ 17,542 | |||
Loss from continuing operations | $ (13,432) | $ (7,792) | |||
Loss per share - continuing operations (in dollars per share) | $ (0.42) | $ (0.35) | |||
Weighted average number of common shares outstanding - Basic and Diluted (in shares) | 32,359,316 | 22,099,149 | |||
MGI Grain Processing LLC [Member] | Customer Relationships [Member] | |||||
Consideration Transferred [Abstract] | |||||
Intangible assets amortizing period | 15 years | ||||
MGI Grain Processing LLC [Member] | Adjustments [Member] | |||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | |||||
Working capital adjustment to purchase price | $ 20 | ||||
Total fair value of consideration transferred | 20 | ||||
Deposits and other current assets | 8 | ||||
Finance lease liabilities | 0 | ||||
Net recognized amounts of identifiable assets acquired and liabilities assumed | 8 | ||||
Goodwill | $ 12 |
ACQUISITIONS, Golden Ridge (Det
ACQUISITIONS, Golden Ridge (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2019 | Nov. 28, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Identified Assets Acquired and Liabilities Assumed [Abstract] | ||||||
Goodwill | $ 3,915 | $ 3,178 | $ 0 | |||
Details of Acquisition [Abstract] | ||||||
Gain on noncash settlement | 849 | 0 | ||||
Golden Ridge Rice Mills [Member] | ||||||
Acquisition [Abstract] | ||||||
Acquisition-related costs | 100 | |||||
Consideration Transferred [Abstract] | ||||||
1,666,667 shares of common stock, at fair value of $3.00 per share at closing | 5,000 | 5,000 | ||||
Golden Ridge financial liabilities paid for the seller | 2,661 | 2,661 | ||||
Cash | 250 | 250 | ||||
Note payable to seller | 609 | 609 | ||||
Working capital adjustment to purchase price | $ 600 | (563) | (1,147) | |||
Total fair value of consideration transferred | 7,957 | 7,373 | ||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | ||||||
Cash | 346 | 409 | ||||
Accounts Receivable | 1,674 | 1,587 | ||||
Inventories | 103 | 103 | ||||
Property and equipment | 5,092 | 5,092 | ||||
Accounts payable | (112) | (222) | ||||
Commodities payable | (2,127) | (2,559) | ||||
Accrued liabilities | 0 | (12) | ||||
Lease liabilities | (104) | (104) | ||||
Equipment notes payable | (93) | (99) | ||||
Net recognized amounts of identifiable assets acquired and liabilities assumed | 4,779 | 4,195 | ||||
Goodwill | 3,178 | $ 3,178 | ||||
Number of shares issued in acquisition (in shares) | 1,666,667 | |||||
Share price (in dollars per share) | $ 3 | |||||
Details of Acquisition [Abstract] | ||||||
Number of shares held in escrow account (in shares) | 380,952 | 380,952 | ||||
Number of shares returned from escrow account (in shares) | 340,000 | |||||
Fair value of common stock held in escrow account | $ 1,000 | |||||
Cancellation of debt | $ 400 | |||||
Gain on noncash settlement | $ 800 | |||||
Fair value of trade receivables | 1,600 | |||||
Difference in gross trade receivables and fair value of trade receivables | $ 100 | |||||
Revenue related to acquired business | 7,600 | $ 900 | ||||
Net loss related to acquired business | (2,800) | $ (200) | ||||
Golden Ridge Rice Mills [Member] | Adjustments [Member] | ||||||
Consideration Transferred [Abstract] | ||||||
1,666,667 shares of common stock, at fair value of $3.00 per share at closing | 0 | |||||
Golden Ridge financial liabilities paid for the seller | 0 | |||||
Cash | 0 | |||||
Note payable to seller | 0 | |||||
Working capital adjustment to purchase price | 584 | |||||
Total fair value of consideration transferred | 584 | |||||
Identified Assets Acquired and Liabilities Assumed [Abstract] | ||||||
Cash | (63) | |||||
Accounts Receivable | 87 | |||||
Inventories | 0 | |||||
Property and equipment | 0 | |||||
Accounts payable | 110 | |||||
Commodities payable | 432 | |||||
Accrued liabilities | 12 | |||||
Lease liabilities | 0 | |||||
Equipment notes payable | 6 | |||||
Net recognized amounts of identifiable assets acquired and liabilities assumed | 584 | |||||
Goodwill | $ 0 |
ACQUISITIONS, Golden Ridge, Pro
ACQUISITIONS, Golden Ridge, Pro Forma Financial Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Business Acquisition, Pro Forma Information [Abstract] | |
Revenues | $ 30,289 |
Net loss from continuing operations | $ (10,601) |
Net loss per share attributable to common shareholders (in dollars per share) | $ / shares | $ (0.45) |
Weighted average number of common shares outstanding - Basic and Diluted (in shares) | shares | 23,615,131 |
DISCONTINUED OPERATIONS AND R_2
DISCONTINUED OPERATIONS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Jul. 31, 2017 | |
Healthy Natural (HN) Discontinued Operations [Abstract] | ||||||
Liability for settlement of the working capital adjustment | $ 259 | $ 0 | ||||
Restricted cash | 225 | $ 775 | 0 | |||
Healthy Natural [Member] | ||||||
Healthy Natural (HN) Discontinued Operations [Abstract] | ||||||
Sale of assets | $ 18,300 | |||||
Gain on sale of business | 8,200 | |||||
Tax (expense) benefit from gain on sale of business | (4,700) | |||||
Estimated working capital adjustments | $ 500 | 300 | $ 300 | |||
Liability for settlement of the working capital adjustment | $ 259 | $ 0 | ||||
Payment of working capital liability | $ 500 |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 8,444 | $ 7,044 | $ 6,203 |
Money Market Funds [Member] | |||
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 7,500 |
ACCOUNTS RECEIVABLE AND REVEN_3
ACCOUNTS RECEIVABLE AND REVENUES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk Information [Abstract] | ||
Revenues, net | $ 23,713 | $ 14,762 |
Unearned revenue | 12 | 145 |
Maximum [Member] | ||
Concentration Risk Information [Abstract] | ||
Unearned revenue | 100 | |
Reportable Geographic Segment [Member] | United States [Member] | ||
Concentration Risk Information [Abstract] | ||
Revenues, net | 22,533 | 13,469 |
Reportable Geographic Segment [Member] | Other Countries [Member] | ||
Concentration Risk Information [Abstract] | ||
Revenues, net | 1,180 | 1,293 |
Operating Segments [Member] | Food [Member] | ||
Concentration Risk Information [Abstract] | ||
Revenues, net | 16,957 | 8,600 |
Operating Segments [Member] | Animal Nutrition [Member] | ||
Concentration Risk Information [Abstract] | ||
Revenues, net | $ 6,756 | $ 6,162 |
Customer A [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 11.00% | 17.00% |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 10.00% | 13.00% |
Customer B [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 9.00% | 14.00% |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 8.00% | 0.00% |
Customer C [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 16.00% | 1.00% |
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 31.00% | 16.00% |
Customer D [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 3.00% | 4.00% |
Customer D [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 0.00% | 14.00% |
Customer E [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 2.00% | 0.00% |
Customer E [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk Information [Abstract] | ||
Concentration risk, percentage | 10.00% | 0.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventories [Abstract] | ||
Finished goods | $ 698 | $ 853 |
Raw materials | 90 | 3 |
Packaging | 110 | 102 |
Inventories | $ 898 | $ 958 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 31,073 | $ 25,132 |
Less accumulated depreciation | 11,996 | 10,122 |
Property and equipment, net | 19,077 | 15,010 |
Payable for property and equipment | 100 | 200 |
Purchase of property with finance leases | 300 | |
Construction in process | 1,500 | 2,200 |
Land [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | 730 | 585 |
Furniture and Fixtures [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 476 | 430 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 10 years | |
Plant [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 9,667 | 8,613 |
Plant [Member] | Minimum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 20 years | |
Plant [Member] | Maximum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 40 years | |
Computer and Software [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 1,317 | 1,295 |
Computer and Software [Member] | Minimum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 3 years | |
Computer and Software [Member] | Maximum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 5 years | |
Leasehold Improvements [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 2,019 | 681 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 4 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 15 years | |
Machinery and Equipment [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Property and equipment, cost | $ 16,864 | $ 13,528 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property Plant and Equipment Information [Abstract] | ||
Estimated useful lives | 15 years |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 3,178 | $ 0 |
Goodwill, end of period | 3,915 | 3,178 |
Intangible Assets [Abstract] | ||
Gross carrying value | 997 | 32 |
Accumulated amortization | 47 | 16 |
Net carrying value | 950 | 16 |
Finite-Lived Intangible Asset, Amortization Expense [Abstract] | ||
2020 | 228 | |
2021 | 196 | |
2022 | 146 | |
2023 | 110 | |
2024 | 80 | |
Thereafter | 190 | |
Net carrying value | $ 950 | 16 |
Remaining amortization period | 13 years 7 months 6 days | |
Customer Relationships [Member] | ||
Intangible Assets [Abstract] | ||
Estimated remaining useful life | 15 years | |
Gross carrying value | $ 930 | 0 |
Accumulated amortization | 20 | 0 |
Net carrying value | 910 | 0 |
Finite-Lived Intangible Asset, Amortization Expense [Abstract] | ||
Net carrying value | $ 910 | 0 |
Trademarks [Member] | ||
Intangible Assets [Abstract] | ||
Estimated remaining useful life | 10 years | |
Gross carrying value | $ 13 | 0 |
Accumulated amortization | 1 | 0 |
Net carrying value | 12 | 0 |
Finite-Lived Intangible Asset, Amortization Expense [Abstract] | ||
Net carrying value | $ 12 | 0 |
Noncompete Agreement [Member] | ||
Intangible Assets [Abstract] | ||
Estimated remaining useful life | 5 years | |
Gross carrying value | $ 22 | 0 |
Accumulated amortization | 3 | 0 |
Net carrying value | 19 | 0 |
Finite-Lived Intangible Asset, Amortization Expense [Abstract] | ||
Net carrying value | $ 19 | 0 |
Other [Member] | ||
Intangible Assets [Abstract] | ||
Estimated remaining useful life | 17 years | |
Gross carrying value | $ 32 | 32 |
Accumulated amortization | 23 | 16 |
Net carrying value | 9 | 16 |
Finite-Lived Intangible Asset, Amortization Expense [Abstract] | ||
Net carrying value | 9 | 16 |
Golden Ridge Acquisition [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 3,178 | |
Goodwill acquired | 0 | 3,178 |
Goodwill, end of period | 3,178 | 3,178 |
MGI Acquistion [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | 737 | $ 0 |
Goodwill, end of period | $ 737 |
LEASES (Details)
LEASES (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Finance lease cost [Abstract] | |
Amortization of right-of use assets, included in cost of goods sold | $ 60 |
Interest on lease liabilities | 14 |
Operating lease cost, included in selling, general and administrative expenses [Abstract] | |
Fixed leases cost | 522 |
Variable lease cost | 132 |
Short-term lease cost, included in cost of goods sold | 21 |
Total lease cost | 749 |
Cash paid for amounts included in the measurement of lease liabilities [Abstract] | |
Operating cash flows from finance leases | 14 |
Operating cash flows from operating leases | 522 |
Financing cash flows from finance leases | 79 |
Finance lease right-of-use-assets, net | $ 300 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet |
Finance lease right-of-use-assets, original cost | $ 400 |
Operating Leases [Abstract] | |
Weighted average remaining lease terms (in years) | 7 years 9 months 18 days |
Weighted average discount rate | 7.60% |
Finance Leases [Abstract] | |
Weighted average remaining lease terms (in years) | 3 years 3 months 18 days |
Weighted average discount rate | 5.80% |
Maturities of Operating Lease Liabilities [Abstract] | |
2020 | $ 525 |
2021 | 536 |
2022 | 548 |
2023 | 528 |
2024 | 428 |
Thereafter | 1,469 |
Total lease payments | 4,034 |
Amounts representing interest | (1,051) |
Present value of lease obligations | 2,983 |
Maturities of Finance Lease Liabilities [Abstract] | |
2020 | 115 |
2021 | 91 |
2022 | 68 |
2023 | 38 |
2024 | 11 |
Thereafter | 0 |
Total lease payments | 323 |
Amounts representing interest | (32) |
Present value of lease obligations | 291 |
Future annual minimum operating lease payments [Abstract] | |
2019 | 519 |
2020 | 525 |
2021 | 536 |
2022 | 548 |
2023 | 528 |
Thereafter | 1,897 |
Total minimum lease payments | 4,553 |
Future annual minimum finance lease payments [Abstract] | |
2019 | 51 |
2020 | 51 |
2021 | 33 |
2022 | 5 |
2023 | 0 |
Thereafter | 0 |
Total minimum lease payments | 140 |
Amounts representing interest | (9) |
Present value of minimum payments | $ 131 |
Minimum [Member] | |
Operating Leases [Abstract] | |
Remaining leases terms (in years) | 3 months 18 days |
Discount rate | 4.90% |
Finance Leases [Abstract] | |
Remaining leases terms (in years) | 1 year 1 month 6 days |
Discount rate | 4.30% |
Maximum [Member] | |
Operating Leases [Abstract] | |
Remaining leases terms (in years) | 13 years 2 months 12 days |
Discount rate | 9.00% |
Finance Leases [Abstract] | |
Remaining leases terms (in years) | 4 years 6 months |
Discount rate | 7.30% |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instruments [Abstract] | ||||
Due under factoring agreement | $ 1,823 | $ 0 | ||
Long-term Debt [Abstract] | ||||
Total long-term debt | 101 | 91 | ||
Future principal maturities [Abstract] | ||||
2020 | 28 | |||
2021 | 31 | |||
2022 | 23 | |||
2023 | 9 | |||
2024 | 10 | |||
Total | 101 | 91 | ||
Line of Credit [Member] | Factoring Agreement [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% | |||
Interest and fees expense | $ 100 | |||
Fees incurred averaged percentage | 6.70% | |||
Interest averaged percentage | 8.20% | |||
Outstanding borrowings average amount | $ 200 | |||
Due under factoring agreement | 1,823 | |||
Line of credit facility, amount borrowed | 2,000 | |||
Unamortized debt issuance costs | $ 200 | |||
Line of Credit [Member] | Factoring Agreement [Member] | Minimum [Member] | ||||
Debt Instruments [Abstract] | ||||
Line of credit facility, recurring fee | 5.50% | |||
Line of Credit [Member] | Factoring Agreement [Member] | Maximum [Member] | ||||
Debt Instruments [Abstract] | ||||
Amortization of debt issuance costs | $ 100 | |||
Notes Payable [Member] | Golden Ridge Rice Mills [Member] | ||||
Debt Instruments [Abstract] | ||||
Maturity date of note | Nov. 30, 2019 | |||
Repayment of note | $ 300 | |||
Remaining principal payable upon maturity | $ 400 | |||
Long-term Debt [Abstract] | ||||
Long term debt interest rate | 6.80% | |||
Notes Payable [Member] | Equipment Notes, November 2018 [Member] | ||||
Debt Instruments [Abstract] | ||||
Maturity date of note | Dec. 31, 2022 | |||
Long-term Debt [Abstract] | ||||
Total long-term debt | $ 62 | 91 | ||
Long term debt interest rate | 4.80% | |||
Future principal maturities [Abstract] | ||||
Total | $ 62 | 91 | ||
Notes Payable [Member] | Equipment Notes, December 2019 [Member] | ||||
Debt Instruments [Abstract] | ||||
Maturity date of note | Dec. 31, 2024 | |||
Long-term Debt [Abstract] | ||||
Total long-term debt | $ 39 | 0 | ||
Long term debt interest rate | 9.30% | |||
Future principal maturities [Abstract] | ||||
Total | $ 39 | $ 0 | ||
Secured Debt [Member] | Demand Loan [Member] | ||||
Debt Instruments [Abstract] | ||||
Interest averaged percentage | 5.50% | |||
Outstanding borrowings average amount | $ 100 |
EQUITY, SHARE-BASED COMPENSAT_3
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS, Preferred Stock, Securities Offerings and Equity Incentive Plan (Details) $ / shares in Units, $ in Thousands | Mar. 08, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2018shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares |
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||||
Sale of common stock and Prefunded warrant, net of costs (in shares) | shares | 3,046,668 | 6,875,000 | |||
Stock price (in dollars per share) | $ / shares | $ 3 | ||||
Shares callable by Prefunded Warrant (in shares) | shares | 1,003,344 | ||||
Warrants to purchase shares of common stock price per share (in dollars per share) | $ / shares | $ 2.99 | $ 1.25 | $ 1.25 | ||
Exercise price per warrant (in dollars per share) | $ / shares | $ 0.01 | ||||
Proceeds from sale of common stock, net of costs | $ | $ 11,600 | $ 7,800 | $ 19,422 | $ 0 | |
Commissions and other cash offering expenses | $ | $ 500 | $ 700 | |||
Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||||
Ownership percentage (in dollars per share) | 19.99% | ||||
Series G Convertible Preferred Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award Information [Abstract] | |||||
Preferred stock shares outstanding (in shares) | shares | 225 | 225 | 405 | ||
Preferred stock conversion ratio to common stock | 948.9915 | ||||
Preferred stock, dividend | $ | $ 1,000 | ||||
2014 Plan [Member] | |||||
Company Plan [Abstract] | |||||
Increase in shares authorized (in shares) | shares | 3,000,000 | ||||
Shares athorized (in shares) | shares | 6,300,000 | 6,300,000 | |||
Term of options | 10 years | ||||
Options granted to purchase common stock (in shares) | shares | 4,236,719 | ||||
Common stock reserved for future issuance (in shares) | shares | 2,063,281 | 2,063,281 | |||
Share-based compensation expense [Abstract] | |||||
Compensation expense related to common stock awards issued under equity incentive plan | $ | $ 1,300 | $ 790 | |||
2014 Plan [Member] | Common Stock, Vested at Issuance and Nonvested at Issuance [Member] | |||||
Share-based compensation expense [Abstract] | |||||
Compensation expense related to common stock awards issued under equity incentive plan | $ | 721 | 555 | |||
2014 Plan [Member] | Stock Options [Member] | |||||
Share-based compensation expense [Abstract] | |||||
Compensation expense related to common stock awards issued under equity incentive plan | $ | 354 | 132 | |||
2014 Plan [Member] | Restricted Stock Units [Member] | |||||
Share-based compensation expense [Abstract] | |||||
Compensation expense related to common stock awards issued under equity incentive plan | $ | $ 225 | $ 103 |
EQUITY, SHARE-BASED COMPENSAT_4
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS, Common Stock Issued under Equity Incentive Plan (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 08, 2019 | |
Common Stock Issued under Equity Incentive Plans [Abstract] | |||
Weighted average grant date fair value per share (in dollars per share) | $ 3 | ||
Common Stock [Member] | |||
Common Stock Issued under Equity Incentive Plans [Abstract] | |||
Shares issued (in shares) | 289,349 | 312,556 | |
Common Stock [Member] | Directors [Member] | |||
Common Stock Issued under Equity Incentive Plans [Abstract] | |||
Shares issued (in shares) | 219,401 | 220,046 | |
Weighted average grant date fair value per share (in dollars per share) | $ 2.27 | $ 1.83 | |
Vesting period | 7 months 6 days | 1 year | |
Common Stock [Member] | Employees [Member] | |||
Common Stock Issued under Equity Incentive Plans [Abstract] | |||
Shares issued (in shares) | 30,887 | 50,469 | |
Weighted average grant date fair value per share (in dollars per share) | $ 3.22 | $ 1.38 | |
Vesting period | 0 years | 0 years | |
Common Stock [Member] | Consultants [Member] | |||
Common Stock Issued under Equity Incentive Plans [Abstract] | |||
Shares issued (in shares) | 39,061 | 42,041 | |
Weighted average grant date fair value per share (in dollars per share) | $ 2.76 | $ 1.90 | |
Vesting period | 4 months 24 days | 0 years |
EQUITY, SHARE-BASED COMPENSAT_5
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS, Restricted Stock Units (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 29, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Restricted Stock Award Activity, Number [Roll Forward] | |||||
Beginning balance, Nonvested (in shares) | 193,965 | 384,744 | |||
Granted (in shares) | 150,274 | 220,072 | |||
Vested (in shares) | (227,711) | (410,851) | |||
Ending balance, Nonvested (in shares) | 116,528 | 193,965 | 384,744 | ||
Restricted Stock Award Activity, Weighted Average Grant Date Fair Value [Abstract] | |||||
Beginning balance, Nonvested (in dollars per share) | $ 1.84 | $ 0.94 | |||
Granted (in dollars per share) | 2.88 | 1.83 | |||
Vested (in dollars per share) | 1.99 | 1 | |||
Ending balance, Nonvested (in dollars per share) | $ 2.88 | $ 1.84 | $ 0.94 | ||
Restricted Stock Award Activity, Fair Value [Abstract] | |||||
Granted, Fair Value | [1] | $ 432,000 | $ 403,000 | ||
Vested, Fair Value | [1] | 613,000 | 763,000 | ||
Nonvested, Fair Value | [1] | $ 171,000 | $ 582,000 | $ 569,000 | |
Unrecognized compensation amortizing period | 6 months | 6 months | |||
Unrecognized Stock Compensation [Abstract] | |||||
Unrecognized stock compensation | [2] | $ 173,000 | $ 176,000 | ||
Unrecognized stock compensation | [2] | $ 160,000 | $ 173,000 | $ 176,000 | |
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||
Common stock issued (in shares) | 150,274 | 220,072 | |||
Vested (in shares) | 227,711 | 410,851 | |||
Restricted Stock Units [Member] | |||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||
Granted (in shares) | 1,148,062 | ||||
Restricted Stock Award Activity, Fair Value [Abstract] | |||||
Retirement of unvested shares (in shares) | 830,124 | ||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||
Common stock issued (in shares) | 1,148,062 | ||||
Share-based Compensation assumptions used in valuing RSU grants [Abstract] | |||||
Assumed volatility, minimum | 43.00% | ||||
Assumed volatility, maximum | 44.00% | ||||
Assumed volatility | 45.00% | ||||
Assumed volatility, weighted average | 44.00% | ||||
Assumed risk free interest rate, minimum | 1.40% | 2.90% | |||
Assumed risk free interest rate, maximum | 2.30% | 3.00% | |||
Assumed risk free interest rate, weighted average | 1.80% | 3.00% | |||
Expected dividends | $ 0 | $ 0 | |||
Restricted Stock Units [Member] | Minimum [Member] | |||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||
Award vesting period | 1 year | ||||
Restricted Stock Units [Member] | Maximum [Member] | |||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||
Award vesting period | 5 years | ||||
Restricted Stock Units [Member] | Supplier [Member] | |||||
Restricted Stock Award Activity, Fair Value [Abstract] | |||||
Common stock issued for services (in shares) | 950,000 | ||||
Fixed price per share held in escrow by supplier (in dollars per share) | $ 2.80 | $ 2.92 | $ 2.41 | ||
Cumulative shares released from escrow (in shares) | 119,896 | ||||
Shares released from escrow during period (in shares) | 20,640 | 39,934 | |||
Restricted Stock Units [Member] | Employees [Member] | |||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||
Beginning balance, Nonvested (in shares) | 1,215,000 | 1,175,000 | |||
Granted (in shares) | 213,062 | 1,045,000 | |||
Cancelled (in shares) | 0 | (705,000) | |||
Forfeited ( in shares) | (280,000) | (300,000) | |||
Ending balance, Nonvested (in shares) | 1,148,062 | 1,215,000 | 1,175,000 | ||
Unrecognized Stock Compensation [Abstract] | |||||
Unrecognized stock compensation | $ 683,000 | $ 161,000 | |||
Granted | 145,000 | 724,000 | |||
Cancelled | 0 | (31,000) | |||
Forfeited | (227,000) | (69,000) | |||
Expensed | (224,000) | (102,000) | |||
Unrecognized stock compensation | $ 377,000 | $ 683,000 | $ 161,000 | ||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||
Weighted average expense period (Years) | 1 year 4 months 24 days | 2 years 3 months 18 days | 3 years | ||
Granted | 2 years 4 months 24 days | 2 years 2 months 12 days | |||
Common stock issued (in shares) | 213,062 | 1,045,000 | |||
Vesting Price Equals or Exceeds $5.00 [Member] | Restricted Stock Units [Member] | |||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||
Vested (in shares) | (114,806) | ||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||
Number of trading days | 65 days | ||||
Vested (in shares) | 114,806 | ||||
Vesting price (in dollars per share) | $ 5 | ||||
Vesting Price Equals or Exceeds $10.00 [Member] | Restricted Stock Units [Member] | |||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||
Vested (in shares) | (344,419) | ||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||
Vested (in shares) | 344,419 | ||||
Vesting price (in dollars per share) | $ 10 | ||||
Vesting Price Equals or Exceeds $15.00 [Member] | Restricted Stock Units [Member] | |||||
Restricted Stock Award Activity, Number [Roll Forward] | |||||
Vested (in shares) | (688,837) | ||||
Weighted Average Remaining Vesting and Expense Period [Abstract] | |||||
Vested (in shares) | 688,837 | ||||
Vesting price (in dollars per share) | $ 15 | ||||
[1] | Represents pre-tax fair value, based on our closing stock prices, which would have been received by the holders of the stock had all such holders sold their underlying shares on the date indicated, the dates of grant or the dates of vesting, as applicable. | ||||
[2] | As of December 31, 2019 and 2018, unrecognized compensation is amortizing over a remaining period of 0.5 years. |
EQUITY, SHARE-BASED COMPENSAT_6
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS, Options (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2020Installment$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | ||
Options, Weighted Average Remaining Contractual Life [Abstract] | |||||
Cash exercised | [1] | 8 years 7 months 6 days | |||
Employees [Member] | Subsequent Event [Member] | |||||
Options, Weighted Average Exercise Price [Roll Forward] | |||||
Cash exercised (in dollars per share) | $ 1.23 | ||||
Weighted-average assumptions used in valuing stock options [Abstract] | |||||
Exercise price of stock options (in dollars per share) | 1.23 | ||||
Weighted average grant date fair value of stock options (in dollars per share) | $ 1.26 | ||||
Number of equal annual installments | Installment | 4 | ||||
Common Stock [Member] | |||||
Shares Under Options, Outstanding [Roll Forward] | |||||
Cash exercised (in shares) | shares | (165,812) | (32,500) | |||
Maximum [Member] | Employees [Member] | Subsequent Event [Member] | |||||
Shares Under Options, Outstanding [Roll Forward] | |||||
Granted (in shares) | shares | 591,004 | ||||
Stock Options [Member] | |||||
Shares Under Options, Outstanding [Roll Forward] | |||||
Outstanding at beginning of period (in shares) | shares | 996,009 | 950,727 | 639,659 | ||
Granted (in shares) | shares | [2] | 385,883 | 653,873 | ||
Cash exercised (in shares) | shares | [1] | (165,812) | (32,500) | ||
Forfeited (in shares) | shares | (174,789) | (310,305) | |||
Outstanding at end of period (in shares) | shares | 996,009 | 950,727 | 639,659 | ||
Options, Weighted Average Exercise Price [Roll Forward] | |||||
Outstanding at beginning of period (in dollars per share) | $ 3.23 | $ 3.06 | $ 2.91 | ||
Granted (in dollars per share) | [2] | 3.01 | 2.25 | ||
Cash exercised (in dollars per share) | [1] | 0.94 | 0.85 | ||
Forfeited (in dollars per share) | 3.98 | 1.28 | |||
Outstanding at end of period (in dollars per share) | 3.23 | 3.06 | $ 2.91 | ||
Options, Weighted Average Grant Date Fair Value [Abstract] | |||||
Granted (in dollars per share) | [2] | $ 1.83 | $ 1.50 | ||
Options, Weighted Average Remaining Contractual Life [Abstract] | |||||
Outstanding, weighted average remaining contractual life | 8 years 1 month 6 days | 8 years 6 months | 8 years 6 months | ||
Granted | [2] | 10 years | 10 years | ||
Cash exercised | [1] | 8 years 1 month 6 days | |||
Forfeited | 8 years 4 months 24 days | 8 years 6 months | |||
Options exercisable period | 4 years | ||||
incremental expense | $ | $ 100 | ||||
Weighted-average assumptions used in valuing stock options [Abstract] | |||||
Assumed volatility, minimum | 64.00% | 75.00% | |||
Assumed volatility, maximum | 69.00% | 81.00% | |||
Assumed volatility, weighted average | 67.00% | 78.00% | |||
Assumed risk free interest rate, minimum | 1.80% | 2.20% | |||
Assumed risk free interest rate, maximum | 2.70% | 2.50% | |||
Assumed risk free interest rate, weighted average | 2.40% | 2.50% | |||
Average expected life of options | 6 years 2 months 12 days | ||||
Expected dividends | $ | $ 0 | $ 0 | |||
Exercise price of stock options (in dollars per share) | [1] | $ 0.94 | $ 0.85 | ||
Stock Options [Member] | Common Stock [Member] | |||||
Shares Under Options, Outstanding [Roll Forward] | |||||
Cash exercised (in shares) | shares | (31,955) | ||||
Options, Weighted Average Exercise Price [Roll Forward] | |||||
Cash exercised (in dollars per share) | $ 1.16 | ||||
Weighted-average assumptions used in valuing stock options [Abstract] | |||||
Exercise price of stock options (in dollars per share) | $ 1.16 | ||||
Stock Options [Member] | Weighted Average [Member] | |||||
Weighted-average assumptions used in valuing stock options [Abstract] | |||||
Average expected life of options | 6 years 2 months 12 days | 6 years 2 months 12 days | |||
Stock Options [Member] | Minimum [Member] | |||||
Weighted-average assumptions used in valuing stock options [Abstract] | |||||
Average expected life of options | 6 years 1 month 6 days | ||||
Stock Options [Member] | Maximum [Member] | |||||
Weighted-average assumptions used in valuing stock options [Abstract] | |||||
Average expected life of options | 6 years 3 months 18 days | ||||
[1] | Includes options for 31,955 shares of common stock at a weighted average exercise price of $1.16 per share for which we accelerated vesting upon termination of employment for an employee in June 2019. We expensed $0.1 million of incremental expense upon acceleration of vesting. | ||||
[2] | The options granted vest and become exercisable in annual or monthly installments ending four years from the date of grant. |
EQUITY, SHARE-BASED COMPENSAT_7
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS, Range of Exercise Price (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Shares underlying options, outstanding (in shares) | 996,009 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 3.23 | |
Weighted average remaining contractual life, outstanding | 8 years 1 month 6 days | |
Shares underlying options, exercisable (in shares) | 265,871 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 5.15 | |
Weighted average remaining contractual life, exercisable | 6 years 4 months 24 days | |
Intrinsic value of options outstanding | $ 0.1 | |
Weighted average remaining vesting period | 3 years | |
Unrecognized compensation cost of stock options | $ 1 | |
Intrinsic value of options exercised | 0.4 | $ 0.1 |
Maximum [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Intrinsic value of options exercisable | $ 0.1 | |
0.85 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, upper range limit (in dollars per share) | $ 0.85 | |
Shares underlying options, outstanding (in shares) | 115,500 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 0.85 | |
Weighted average remaining contractual life, outstanding | 7 years 3 months 18 days | |
Shares underlying options, exercisable (in shares) | 52,750 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 0.85 | |
Weighted average remaining contractual life, exercisable | 7 years 3 months 18 days | |
$1.09 to $1.98 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $ 1.09 | |
Exercise price range, upper range limit (in dollars per share) | $ 1.98 | |
Shares underlying options, outstanding (in shares) | 146,431 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 1.39 | |
Weighted average remaining contractual life, outstanding | 7 years 10 months 24 days | |
Shares underlying options, exercisable (in shares) | 38,513 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 1.40 | |
Weighted average remaining contractual life, exercisable | 7 years 7 months 6 days | |
$2.53 to $2.97 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $ 2.53 | |
Exercise price range, upper range limit (in dollars per share) | $ 2.97 | |
Shares underlying options, outstanding (in shares) | 458,750 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 2.80 | |
Weighted average remaining contractual life, outstanding | 9 years | |
Shares underlying options, exercisable (in shares) | 78,500 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 2.87 | |
Weighted average remaining contractual life, exercisable | 8 years 4 months 24 days | |
$3.19 to 3.52 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $ 3.19 | |
Exercise price range, upper range limit (in dollars per share) | $ 3.52 | |
Shares underlying options, outstanding (in shares) | 199,817 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 3.30 | |
Weighted average remaining contractual life, outstanding | 8 years 9 months 18 days | |
Shares underlying options, exercisable (in shares) | 20,631 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 3.47 | |
Weighted average remaining contractual life, exercisable | 5 years 6 months | |
$4.27 to $4.77 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $ 4.27 | |
Exercise price range, upper range limit (in dollars per share) | $ 4.77 | |
Shares underlying options, outstanding (in shares) | 38,105 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 4.57 | |
Weighted average remaining contractual life, outstanding | 4 years 7 months 6 days | |
Shares underlying options, exercisable (in shares) | 38,071 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 4.57 | |
Weighted average remaining contractual life, exercisable | 4 years 7 months 6 days | |
$16.00 to $74.00 [Member] | ||
Summary of Information Related to Outstanding and Exercisable Stock Options [Abstract] | ||
Exercise price range, lower range limit (in dollars per share) | $ 16 | |
Exercise price range, upper range limit (in dollars per share) | $ 74 | |
Shares underlying options, outstanding (in shares) | 37,406 | |
Weighted average exercise price, outstanding (in dollars per share) | $ 21.37 | |
Weighted average remaining contractual life, outstanding | 1 year 8 months 12 days | |
Shares underlying options, exercisable (in shares) | 37,406 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 21.37 | |
Weighted average remaining contractual life, exercisable | 1 year 8 months 12 days |
EQUITY, SHARE-BASED COMPENSAT_8
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS, Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 08, 2019 | |||
Warrants, Additional Disclosures [Abstract] | |||||||
Fair value of exercise price (in dollars per share) | $ 0.01 | ||||||
Warrants [Member] | |||||||
Shares Under Warrants [Roll Forward] | |||||||
Outstanding at beginning of period (in shares) | 10,252,714 | 21,157,273 | |||||
Issued (in shares) | 0 | 315,000 | [1] | ||||
Cash exercised (in shares) | (685,409) | (8,686,838) | |||||
Cashless exercised (in shares) | [2] | 0 | (300,000) | ||||
Impact of warrant modification, After modification (in shares) | [3] | 0 | 600,000 | ||||
Impact of warrant modification, Prior to modification (in shares) | [3] | 0 | (850,000) | ||||
Expired (in shares) | (2,035,025) | (1,982,721) | |||||
Outstanding at end of period (in shares) | 7,532,280 | 10,252,714 | 21,157,273 | ||||
Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||||
Outstanding at beginning of period (in dollars per share) | $ 2.25 | $ 2.30 | |||||
Issued (in dollars per share) | 4.73 | ||||||
Cash exercised (in dollars per share) | 3.01 | 1.28 | |||||
Cashless exercised (in dollars per share) | [2] | 1.60 | |||||
Impact of warrant modification, After modification (in dollars per share) | [3] | 3.30 | |||||
Impact of warrant modification, Prior to modification (in dollars per share) | [3] | 5.27 | |||||
Expired (in dollars per share) | 5.25 | 6.61 | |||||
Outstanding at end of period (in dollars per share) | $ 1.32 | $ 2.25 | $ 2.30 | ||||
Warrants, Additional Disclosures [Abstract] | |||||||
Outstanding, weighted average remaining contractual life | 1 year 10 months 24 days | 2 years 3 months 18 days | 3 years 4 months 24 days | ||||
Cash exercised | 3 months 18 days | 3 years 7 months 6 days | |||||
Cashless exercised | [2] | 1 year 9 months 18 days | |||||
Impact of warrant modification, After modification | [3] | 7 months 6 days | |||||
Impact of warrant modification, Prior to modification | [3] | 1 year 7 months 6 days | |||||
Expired | 0 years | ||||||
Expense recognized for the issuances | $ 0.1 | ||||||
Issuance of common stock upon cashless exercise of warrants (in shares) | 139,392 | ||||||
Fair value of exercise price (in dollars per share) | $ 2.63 | ||||||
[1] | We recognized $0.1 million of expense for these warrant issuances in the three months ended June 30, 2018. | ||||||
[2] | We issued 139,392 shares of common stock upon cashless exercise of these warrants, based on the fair value at the date of exercise of $2.63 per share. | ||||||
[3] | The fair value of the warrants immediately before the modification equaled the fair value of the warrants immediately after the modification and, therefore, no gain or loss was recorded. |
EQUITY, SHARE-BASED COMPENSAT_9
EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS, Warrants Outstanding (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 08, 2019 | ||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Shares under warrants, outstanding (in shares) | 1,003,344 | ||||
Warrants [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Shares under warrants, outstanding (in shares) | 7,352,280 | ||||
Weighted average exercise price (in dollars per share) | $ 1.32 | $ 2.25 | $ 2.30 | ||
Weighted average remaining contractual life | 1 year 10 months 24 days | 2 years 3 months 18 days | 3 years 4 months 24 days | ||
Exercised cashless (in shares) | [1] | 0 | 300,000 | ||
Warrants [Member] | $0.96 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercise price range, upper range limit (in dollars per share) | $ 0.96 | ||||
Shares under warrants, outstanding (in shares) | 6,680,585 | ||||
Weighted average exercise price (in dollars per share) | $ 0.96 | ||||
Weighted average remaining contractual life | 2 years 1 month 6 days | ||||
Exercised cashless (in shares) | 3,774,344 | ||||
Warrants [Member] | $2.00 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercise price range, upper range limit (in dollars per share) | $ 2 | ||||
Shares under warrants, outstanding (in shares) | 50,000 | ||||
Weighted average exercise price (in dollars per share) | $ 2 | ||||
Weighted average remaining contractual life | 3 years 1 month 6 days | ||||
Warrants [Member] | $5.25 to $5.87 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Shares under warrants, outstanding (in shares) | 621,695 | ||||
Weighted average exercise price (in dollars per share) | $ 5.26 | ||||
Weighted average remaining contractual life | 2 months 12 days | ||||
Warrants [Member] | $5.25 to $5.87 [Member] | Minimum [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercise price range, lower range limit (in dollars per share) | $ 5.25 | ||||
Warrants [Member] | $5.25 to $5.87 [Member] | Maximum [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercise price range, upper range limit (in dollars per share) | $ 5.87 | ||||
Warrants [Member] | $5.25 [Member] | |||||
Summary of information related to outstanding and exercisable warrants [Abstract] | |||||
Exercised cashless (in shares) | 290,000 | ||||
[1] | We issued 139,392 shares of common stock upon cashless exercise of these warrants, based on the fair value at the date of exercise of $2.63 per share. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 28, 2017 | |
INCOME TAXES [Abstract] | |||||||
Federal statutory income tax rate | 21.00% | 35.00% | |||||
Change in tax rate, income tax expense (benefit) | $ 7,100 | ||||||
Components of Deferred Tax Asset (Liability) [Abstract] | |||||||
Net operating loss carryforwards | $ 7,672 | $ 4,541 | |||||
Stock options and warrants | 420 | 214 | |||||
Property | 138 | 299 | |||||
Intangible assets | 66 | 94 | |||||
Capitalized expenses | 54 | 86 | |||||
Other | 210 | 164 | |||||
Operating right-of-use lease assets | (667) | ||||||
Operating right-of-use lease liabilities | 794 | ||||||
Net deferred tax assets | 8,687 | 5,398 | |||||
Less: Valuation allowance | $ (5,398) | $ (13,872) | (13,872) | (8,687) | (5,398) | ||
Deferred tax asset (liability) | 0 | $ 0 | |||||
Summary of Changes in Valuation Allowance [Roll Forward] | |||||||
Vaulation allowances, beginning of year | 5,398 | 13,872 | |||||
Net operating loss | 3,284 | 1,920 | |||||
Expiration of net operating losses and limitations | (7) | (9,939) | |||||
Adjustment to deferred taxes | 29 | (321) | |||||
Impact of state tax rate change | 26 | (146) | |||||
Other adjustments | (43) | 12 | |||||
Valuation allowance, end of year | 8,687 | 5,398 | $ 13,872 | ||||
Operating Loss Carryforwards Information [Abstract] | |||||||
Operating Loss Carryforwards, Decrease | 13,700 | ||||||
Minimum percentage of interest in value of equity by new shareholder | 5.00% | ||||||
Income Tax Reconciliation [Abstract] | |||||||
Income tax benefit at federal statutory rate | (2,928) | (1,692) | |||||
Increase (decrease) resulting from [Abstract] | |||||||
State tax benefit, net of federal tax effect | (437) | (184) | |||||
Effect of change in state tax rate | (26) | 146 | |||||
Change in valuation allowance | 3,341 | (8,474) | |||||
Expirations of net operating losses and application of IRC 382 limitation | 7 | 9,939 | |||||
Adjustments to deferreds | (29) | 321 | |||||
Other | 72 | (11) | |||||
Tax provision expense (benefit) | $ 0 | $ 45 | |||||
Capital Loss Carryforward [Member] | |||||||
Operating Loss Carryforwards Information [Abstract] | |||||||
Capital loss carryforward | $ 29,600 | ||||||
IRC Section 382 Limitation [Member] | |||||||
Operating Loss Carryforwards Information [Abstract] | |||||||
Capital loss carryforward | 23,600 | ||||||
Annual limitation | $ 300 | ||||||
Federal [Member] | |||||||
Operating Loss Carryforwards Information [Abstract] | |||||||
Net operating loss carryforwards | 31,400 | ||||||
Operating loss carryforwards, subject to expiration | 9,900 | ||||||
Operating loss carryforwards, not subject to expiration | 21,500 | ||||||
Federal [Member] | Minimum [Member] | |||||||
Operating Loss Carryforwards Information [Abstract] | |||||||
Operating loss carryforwards, expiration dates | Dec. 31, 2020 | ||||||
Federal [Member] | Maximum [Member] | |||||||
Operating Loss Carryforwards Information [Abstract] | |||||||
Operating loss carryforwards, expiration dates | Dec. 31, 2037 | ||||||
State [Member] | |||||||
Operating Loss Carryforwards Information [Abstract] | |||||||
Net operating loss carryforwards | $ 40,600 | ||||||
State [Member] | Minimum [Member] | |||||||
Operating Loss Carryforwards Information [Abstract] | |||||||
Operating loss carryforwards, expiration dates | Dec. 31, 2020 | ||||||
State [Member] | Maximum [Member] | |||||||
Operating Loss Carryforwards Information [Abstract] | |||||||
Operating loss carryforwards, expiration dates | Dec. 31, 2039 |
INCOME (LOSS) PER SHARE (EPS)_2
INCOME (LOSS) PER SHARE (EPS) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
NUMERATOR [Abstract] | ||
Basic and diluted - loss from continuing operations | $ (13,735) | $ (8,101) |
DENOMINATOR [Abstract] | ||
Basic and diluted - weighted average number of common shares outstanding (in shares) | 32,359,316 | 22,099,149 |
Stock Options [Member] | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) | 1,024,811 | 911,264 |
Warrants [Member] | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) | 8,443,547 | 16,383,944 |
Convertible Preferred Stock [Member] | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) | 224,848 | 581,680 |
Restricted Stock Units [Member] | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) | 1,235,287 | 623,603 |
Nonvested Shares of Common Stock [Member] | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) | 659,581 | 1,169,986 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) $ in Millions | Dec. 31, 2019USD ($) |
Level 3 [Member] | |
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward] | |
Fair value of operating leases liabilities | $ 0.3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended |
Mar. 24, 2020USD ($) | |
Capital Projects [Member] | Subsequent Event [Member] | |
Purchase Commitments [Abstract] | |
Purchase commitments related to capital projects | $ 0.3 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Mar. 08, 2019shares | Dec. 31, 2019$ / sharesshares | Mar. 31, 2019$ / sharesshares | Dec. 31, 2019Nominee$ / sharesshares |
Related Party Transaction Information [Abstract] | ||||
Sale of common stock (in shares) | 3,046,668 | 6,875,000 | ||
Ari Gendason [Member] | Continental Grain Company [Member] | ||||
Related Party Transaction Information [Abstract] | ||||
Sale of common stock (in shares) | 666,667 | 3,200,000 | ||
Share price (in dollars per share) | $ / shares | $ 1.25 | $ 3 | $ 1.25 | |
Number of nominee for the Board of Directors related party can designate | Nominee | 1 | |||
Ownership interest percentage | 26.60% | 26.60% |
TRANSACTIONS WITH EMPLOYEES (De
TRANSACTIONS WITH EMPLOYEES (Details) - Wayne Wilkison [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Employee Transaction [Abstract] | |
Amount paid to related parties | $ 1.7 |
Amounts payable to entities | $ 0 |