0001140361-13-045628.txt : 20131211 0001140361-13-045628.hdr.sgml : 20131211 20131211153406 ACCESSION NUMBER: 0001140361-13-045628 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 28 FILED AS OF DATE: 20131211 DATE AS OF CHANGE: 20131211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RiceBran Technologies CENTRAL INDEX KEY: 0001063537 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 870673375 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191448 FILM NUMBER: 131270920 BUSINESS ADDRESS: STREET 1: 6720 N SCOTTSDALE RD STREET 2: SUITE 390 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 6025223000 MAIL ADDRESS: STREET 1: 6720 N SCOTTSDALE RD STREET 2: SUITE 390 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: NUTRACEA DATE OF NAME CHANGE: 20030930 FORMER COMPANY: FORMER CONFORMED NAME: NUTRASTAR INC DATE OF NAME CHANGE: 20011221 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CONSUMER INTERNATIONAL INC DATE OF NAME CHANGE: 20010418 S-1/A 1 forms1a.htm RICEBRAN TECHNOLOGIES S-1 A NO 2 12-11-2013
As filed with the Securities and Exchange Commission on December 11, 2013
Registration Number 333-191448
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

RICEBRAN TECHNOLOGIES
(Exact Name of Registrant as Specified in its Charter)

California
 
2040
 
87-0673375
(State or other jurisdiction of incorporation or organization)
 
(Primary Standard Industrial Classification Code Number)
 
(I.R.S. Employer Identification No.)
6720 N. Scottsdale Road, Suite # 390
Scottsdale, AZ 85253
(602) 522-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

W. John Short
Chief Executive Officer
RiceBran Technologies
6720 N. Scottsdale Road, Suite # 390
Scottsdale, AZ 85253
(602) 522-3000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with copies to:

Christopher V. Chediak, Esq.
Barry I. Grossman, Esq.
Weintraub Tobin Chediak Coleman Grodin
Benjamin S. Reichel, Esq.
400 Capitol Mall, Suite 1100
Ellenoff Grossman & Schole LLP
Sacramento, CA 95814
1345 Avenue of the Americas, 11th Floor
(916) 558-6000
New York, New York 10105
 
(212) 370-1300
________________________

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. T

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
Larger accelerated filer
¨
Accelerated filer
¨
 
 
 
 
 
 
Non-accelerated filer
¨
Smaller reporting company
T
 
CALCULATION OF REGISTRATION FEE
 
Title of each class of securities to be registered
Proposed maximum aggregate offering price(1)
Amount of registration fee
Common stock, no par value(2)(3)
$10,565,625
$1,360.86
Warrants to purchase common stock(2)
(4)
(5)
Shares of common stock underlying warrants(2)(3)
$13,207,032
$1,701.07
Representative's warrants (6)
 
(5)
Shares of common stock underlying Representative's warrants (3)(6)
$660,352
$85.06
Total
$24,433,009
$3,146.99(7)

 
(1) Estimated solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act of 1933, as amended (Securities Act).

(2) Includes 262,500 shares of common stock and warrants to purchase 262,500 shares of common stock which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
 
(4) The warrants to be issued to investors hereunder are included in the price of the common stock above.

(5) No separate registration fee is required pursuant to Rule 457(g) promulgated under the Securities Act of 1933, as amended.
 
(6) Assumes the underwriters’ over-allotment is fully exercised.
 
(7) Fees of $2,361.00 paid with previous filings.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL AND IS NOT A SOLICITATION OF AN OFFER TO BUY IN ANY STATE IN WHICH AN OFFER, SOLICITATION, OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED DECEMBER 11, 2013
PRELIMINARY PROSPECTUS

1,750,000 SHARES OF COMMON STOCK AND
WARRANTS TO PURCHASE 1,750,000 SHARES OF COMMON STOCK
 

We are offering 1,750,000 shares of our common stock, no par value per share, together with warrants to purchase 1,750,000 shares of our common stock.

One share of common stock is being sold together with a warrant, with each warrant being immediately exercisable for one share of common stock at an exercise price of $___ per share and will expire 60 months after the issuance date.
 
Our common stock is currently traded on the OTCQB Marketplace, operated by OTC Markets Group, under the symbol “RIBT”. We have applied to list our common stock and warrants on The NASDAQ Capital Market under the symbols “RIBT” and “RIBTW”, respectively. No assurance can be given that our application will be approved. On December 10, 2013, the last reported sales price for our common stock was $6.00 per share. On November 13, 2013, we effected a one-for-200 reverse split on our issued and outstanding shares of our common stock. All warrant, option, share and per share information in this prospectus gives retroactive effect to the one-for-200 reverse split.

INVESTING IN THE OFFERED SECURITIES INVOLVES RISKS, INCLUDING THOSE SET FORTH IN THE “RISK FACTORS” SECTION OF THIS PROSPECTUS BEGINNING ON PAGE 6. INVESTORS SHOULD ONLY CONSIDER AN INVESTMENT IN THESE SECURITIES IF THEY CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 
  
Per Share(1)
    
Per Warrant(1)
    
Total
  
Public offering price
  
$
 
    
$
 
    
$
 
  
Underwriting discounts and commissions (2)
  
$
 
    
$
 
    
$
 
  
Proceeds, before expenses, to us(3)
  
$
 
    
$
 
    
$
 
  
 
 
(1) One share of common stock is being sold together with a warrant, with each warrant being exercisable for the purchase of one share of common stock.
(2) We have agreed to issue warrants to the underwriters and to reimburse the underwriters for certain expenses. See “Underwriting” on page 72 of this prospectus for a description of these arrangements.
(3) We estimate the total expenses of this offering will be approximately $565,000.

The underwriters expect to deliver our securities, against payment, on or about December __, 2013.

We have granted the underwriters a 45-day option to purchase up to 262,500 additional shares of common stock and/or additional warrants to purchase up to 262,500 additional shares of common stock from us at the offering price for each security, less underwriting discounts and commissions, to cover over-allotments, if any.

Sole Book Running Manager
Maxim Group LLC

Co-Managers
Chardan Capital Markets, LLC    Dawson James Securities, Inc.

The date of this prospectus is __________, 2013.
TABLE OF CONTENTS

 
Page
 
 
1
 
 
6
 
 
16
 
 
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18
 
 
19
 
 
19
 
 
20
 
 
22
 
 
40
 
 
53
 
 
65
 
 
68
 
 
70
 
 
72
 
 
75
 
 
75
 
 
75
 
 
75
 
 
F-1
PROSPECTUS SUMMARY

1,750,000 SHARES OF COMMON STOCK AND
WARRANTS TO PURCHASE 1,750,000 SHARES OF COMMON STOCK

ABOUT THIS PROSPECTUS

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. References in this prospectus to “we,” “us,” “our,” and “Company” refer to RiceBran Technologies and its subsidiaries. You should read both this prospectus and any prospectus supplement together with additional information described below under the heading "Where You Can Find More Information."

All warrant, option, share and per share information in this prospectus gives retroactive effect to a one-for-200 reverse stock split effective as of November 13, 2013.

ABOUT RICEBRAN TECHNOLOGIES

Corporate Information

Our principal executive office is located at 6720 N. Scottsdale Road, Suite # 390, Scottsdale, AZ 85253. Our telephone number is (602) 522-3000.

Company Overview

We are a human food ingredient, nutritional supplement and animal nutrition company that uses our proprietary and patented technologies for value-added processing of healthy, natural and nutrient dense products derived from raw rice bran (RRB), an underutilized by-product of the rice milling industry.

We have three reportable business segments: (i) USA, which manufactures and distributes stabilized rice bran (SRB) in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; (ii) Brazil, which extracts crude rice bran oil (RBO) and defatted rice bran (DRB) from rice bran, which are then further processed into a number of valuable human food and animal nutrition products; and (iii) Corporate, which includes our corporate, administrative, regulatory and compliance functions.

The combined operations of our USA and Brazil segments encompass our bio-refining approach to processing RRB into various high quality value-added constituents and finished products. Over the past decade, we have developed and optimized our proprietary bio-refining processes to support the production of healthy, natural, hypoallergenic, gluten free, and non-genetically modified ingredients and supplements for use in human meats, baked goods, cereals, coatings, health foods, nutritional supplements, nutraceuticals and high-end animal nutrition and health products.

The manufacturing facilities included in our USA segment have proprietary processing equipment and patented technology for the stabilization and further processing of rice bran into a number of food ingredient and derivative products. The USA segment consists of two locations in California and two locations in Louisiana, all of which can produce SRB. One of the two Louisiana SRB facilities, located in Lake Charles, has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces our Stage II products RiSolubles, a highly nutritious, carbohydrate and lipid rich fraction of SRB, RiFiber, a fiber rich derivative of SRB, RiBalance, a complete rice bran nutritional package derived from further processing SRB, ProRyza P-35, a water-dispersible 35% protein extract from SRB, and ProRyza PF-20/50, a 20% protein and 50% insoluble dietary fiber extract of SRB. Stage II refers to the patented processes run at our Dillon, Montana facility and the products produced at that facility using our patented processes. In 2013, approximately 55% of USA segment revenue is from sales of human ingredient and derivative products and the other 45% is from sales of animal nutrition products. We expect human ingredient and derivative product sales to grow more rapidly than sales of animal nutrition products in the future.

The Brazil segment’s only operating subsidiary is our majority-owned subsidiary Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. DRB is sold in bulk as animal feed and compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market. In 2013, approximately 40% of Brazil segment product revenue is from sales of RBO products and 60% is from sales of DRB products. Irgovel is a wholly owned subsidiary of our holding company, Nutra SA, LLC (Nutra SA). We own 50.9% of Nutra SA with the remaining 49.1% held by our minority equity partner Alothon Group and its affiliated entities (collectively, the Investors). The Investors have certain rights associated with its equity ownership as more fully described in the “Ownership Interest in Nutra SA” under the “Business” section of this prospectus.
With the proceeds from this offering, we will be positioned to capitalize on specific market conditions that we expect will increase market acceptance of our products and lead to increased growth and profitability. These market conditions include: (i) increased global demand for vegetable oil, (ii) increased demand for new protein sources, (iii) consumer demand for “clean” labels on food products, and (iv) demand for proprietary, evidence-based functional ingredients for nutraceuticals and functional foods.

Our growth strategy is multifaceted and involves: (i) expanding our nutraceuticals and functional foods (NFF) business through the acquisition and integration of H&N Distribution, Inc. (H&N), an established co-packaging company that serves the NFF industry, (ii) the expansion of our global distribution network, (iii) the expansion of existing productions facilities in both the USA and Brazil segments, (iv) the investment in the development and commercialization of rice bran products in China in partnership with Wilmar-International Limited, and (v) continuing to generate evidence-based functionality of our proprietary products.

Recent Developments

In April 2013, we entered into a series of agreements with various affiliates of Wilmar-International Limited (collectively, Wilmar) under which we agreed to license to Wilmar all of our patented and proprietary intellectual property and know-how for stabilizing and further processing rice bran, including technologies resulting from recent research and development efforts regarding extraction and concentration of protein from rice bran. In return, Wilmar agreed to license to us (i) its intellectual property with respect to processing of rice bran, and its derivatives, based on the intellectual property licensed to Wilmar for use worldwide, excluding China and (ii) its other intellectual property with respect to processing of rice bran, and its derivatives, for use worldwide, excluding certain countries in Asia. Under the agreements, we obtained the right to purchase up to 45% of the capital stock of any entity Wilmar establishes to develop new products relating to rice bran or its derivative using the intellectual property licensed to Wilmar.

In July 2013, we amended our exclusive distribution agreement with Beneo-Remy, a 100% owned subsidiary of Sudzucker AG, a German public company, under which Beneo-Remy will exclusively distribute our SRB product and non-exclusively distribute our other products to more than 40 countries in Europe, the Middle East, Africa and other geographies. The amended agreement provides for minimum purchases of approximately $8.8 million by Beneo-Remy during the 4 year term of the agreement. As of September 26, 2013, Beneo-Remy has made approximately $400,000 in purchases under the agreement.

In August 2013, we entered into a multi-year purchase agreement with a rapidly growing US-based direct sales company to purchase a minimum of approximately $7.65 million of one of our patented Stage II products during the 40 month term of the agreement.

In September 2013, we entered into an exclusive distribution agreement with a Taiwanese marketing and distribution company to market another of our patented Stage II products in Taiwan.
 
On September 24, 2013 and as amended on December 7, 2013, we entered into an acquisition and stock purchase agreement with H&N and the shareholders of H&N (the H&N Shareholders) pursuant to which the H&N Shareholders will sell 100% of the issued and outstanding shares of capital stock of H&N to us (the Purchase Agreement). H&N is engaged in the business of functional food blending and manufacturing, and the distribution of food ingredients and product. Under the Purchase Agreement, we agreed to purchase 100% of H&N capital stock for $2.0 million plus a promissory note for up to $3.25 million (subject to adjustment pursuant to the Purchase Agreement) and with an annual interest rate of 1%.  We have the option to pay principal and accrued interest under the note in either cash or in our common stock.  In the event we elect to pay the note in our common stock, payment must be made by the earlier of January 31, 2015 or within five business days following the issuance of shares to warrant holders under that certain warrant exchange agreement.  The number of shares issued to the H&N Shareholders under the note will be based on the volume weighted average price (VWAP) of our common stock for the thirty trading days ending on the second business day immediately before our election to pay the note in shares of our common stock, but in no event shall such price be lower than $6.00 or higher than $12.00.  If we elect to pay the note in cash, we agree to make equal quarterly payments commencing on March 31, 2015 and ending on December 31, 2018.  During this payment period, the annual interest rate under the note will increase from 1% to 5% and shall further increase to 10% following January 31, 2016.  At closing, H&N’s current chief executive officer and founder, Mark McKnight, will join the Company as senior vice president of contract manufacturing and remain CEO of H&N. The closing of the Purchase Agreement remains subject to certain conditions including but not limited to the completion of our due diligence on H&N and our raising at least $7 million in net proceeds in a financing. A portion of the proceeds from this offering will be used to satisfy the cash purchase price at the closing of the Purchase Agreement. Upon closing of the transaction, H&N will become part of our USA segment.
 
By incorporating H&N’s formulating and packaging capabilities into our business model, we expect to drive sales of our Stage II products into multiple NFF channels allowing us to capture not only single ingredient sales but also sales of blended finished products consisting predominantly of our ingredients blended with other products and sold as a finished product on a business to business basis.

Effective as of November 13, 2013, certain warrant holders agreed to exchange warrants to purchase 496,060 shares of common stock for 1,554,734 shares of our common stock (the Exchange). The warrant holders are committed to exchange their warrants which will be cancelled; however the shares will not be issued until after our next shareholder meeting, which must occur prior to July 1, 2014 and at which time we will request to increase our authorized shares of common stock, provided our shareholders approve such increase. Additionally, the holders of our subordinated convertible notes agreed to amend their notes to reduce the interest rate under the notes to five percent (5%) from ten percent (10%) and to remove the conversion feature and anti-dilutive protections under the note. If the shareholders do not approve to increase the authorized number of shares of common stock by July 1, 2014 (as discussed above), the interest rate on the notes will increase to ten percent (10%). Finally, an investor purchased an additional $200,000 note on November 14, 2013, and an additional $300,000 note on November 27, 2013, each of which would bear five percent (5%) interest with a July 31, 2016 maturity date, in exchange for the Company issuing the investor 134,250 shares of common stock; however the shares will not be issued until after our shareholders approve an increase in our authorized shares of common stock which increase we have agreed to request by July 1, 2014. The Exchange and amendments to the notes are contingent upon our raising of at least $7.0 million in this offering and the listing of our common stock and the warrants sold in this offering on a national securities exchange. In the event the issuance of shares under the Exchange will constitute an issuance of 20% or more of our outstanding shares of common stock, we will also be required to obtain shareholder approval of the Exchange in accordance with the current NASDAQ Capital Market listing requirements before issuing any shares under the Exchange.
All warrant, option, share and per share information in this prospectus gives retroactive effect to a one-for-200 reverse stock split effective as of November 13, 2013.
SUMMARY OF THE OFFERING

Securities offered:
1,750,000 shares of our common stock together with warrants to purchase 1,750,000 shares of our common stock at an exercise price of $[*] per share. The warrants will be immediately exercisable and will expire 60 months after the issuance date.
 
 
Common stock
1,152,452 shares
outstanding before
 
the offering (1):
 
 
 
Common stock to
2,902,452 shares
be outstanding
 
after the offering (1)(2):
 

Underwriter’s
Over-Allotment
Option:
The Underwriting Agreement provides that we will grant to the underwriter an option, exercisable within 45 days after the closing of this offering, to acquire up to an additional 15% of the total number of common stock and/or warrants to be offered by us pursuant to this offering, solely for the purpose of covering over-allotments.

Use of proceeds:
We intend to use a portion of the net proceeds from this offering for the following purposes:

 
·
approximately $2,000,000 to fund the cash portion of the purchase price for the acquisition of H&N;
 
·
a minimum of $3,000,000 and a maximum of $5,000,000 for an additional capital contribution to Nutra SA to fund operations at its operating subsidiary Irgovel, including the planned capital expansion project, based upon the amount of net proceeds raised in this offering;
 
·
approximately $500,000 for capital expenditures at US plants;
 
·
approximately $600,000 for repayment of certain accounts payables for professional service;
 
·
approximately $200,000 to pay accrued interest owed and due to certain subordinated convertible note holders; and
 
·
approximately $150,000 to pay deferred board of director fees.

OTCQB Symbol:
RIBT

Proposed Listing
and Symbol:
We have applied for listing of our common stock and the warrants sold in this offering on The NASDAQ Capital Market under the symbol “RIBT” and “RIBTW”, respectively.

Risk Factors:
Investing in our securities involves substantial risks. You should carefully review and consider the “Risk Factors” section of this prospectus beginning on page 6 and the other information in this prospectus for a discussion of the factors you should consider before you decide to invest in this offering.
 
 
Reverse Split:
All warrant, option, share and per share information in this prospectus gives retroactive effect to a one-for-200 reverse stock split effective as of November 13, 2013.

(1) The number of shares of our common stock outstanding excludes the following:

· 176,932 shares of common stock issuable upon exercise of outstanding stock options, at a weighted average exercise price of $24.60 per share, under our equity incentive plans;
· Assuming we raise at least $7.0 million in this offering, 223,067 shares of common stock issuable upon exercise of outstanding warrants, with current exercise prices ranging from $14.00 per share to $46.80 per share. Warrants for 208,038 of these shares contain anti-dilution provisions that cause the exercise price to decrease automatically if we issue shares of our common stock or securities convertible into shares of our common stock at prices below either $16.00 or $14.00;
· 1,750,000 shares of common stock issuable upon exercise of the warrants issued to the public in connection with this offering; and
·
Assuming the over-allotment option is fully exercised, 100,625 shares of common stock issuable upon exercise of the warrants to be received by the underwriters in connection with this offering.

(2) The total number of shares of our common stock outstanding after this offering is based on 1,152,452 shares outstanding as of December 10, 2013 and excludes (i) 1,554,734 shares of common stock to be issued by July 1, 2014 to certain warrant holders in exchange for the cancellation of warrants to purchase up to 496,060 shares of common stock, and (ii) 134,250 shares to be issued by July 1, 2014 to a note investor.

Except as otherwise indicated herein, all information in this prospectus assumes the underwriter does not exercise the over-allotment option and the warrants offered hereby are not exercised.
RISK FACTORS

You should carefully consider and evaluate all of the information in this prospectus, including the risk factors listed below. Risks and uncertainties in addition to those we describe below, that may not be presently known to us, or that we currently believe are immaterial, may also harm our business and operations. If any of these risks occur, our business, results of operations and financial condition could be harmed, the price of our common stock could decline, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements contained in this prospectus.

Risks Relating to Our Business

Our significant losses and negative cash flow raise questions about our ability to continue as a going concern.

Our net cash used in operating activities was approximately $4.8 million in 2012 and approximately $2.5 million for the first nine months of 2013. We may not be able to achieve revenue growth, profitability or positive cash flow, on either a quarterly or annual basis, and that profitability, if achieved, may not be sustained. If we are unable to achieve or sustain profitability, we may not be financially viable in the future and may have to curtail, suspend, or cease operations, restructure existing operations to attempt to ensure future viability, or pursue other alternatives such as re-filing for bankruptcy, pursuing dissolution and liquidation, seeking to merge with another company, selling all or substantially all of our assets or raising additional capital through equity or debt financings. Because of our recurring losses and negative cash flows from operations, the audit report of our independent registered public accountants on our consolidated financial statements for 2012 contains an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

We have not yet achieved positive cash flows.

We have generated negative operating cash flows since our inception. We continue to assess our business to identify core and non-core assets. To raise additional cash funding we may be required to sell non-core assets and/or business units although there are no current plans do so. Additionally, we will need to reduce operating expenses and increase cash flow to fund current operations in our USA segment if we are not able to fund these operations by raising additional capital through equity or debt financings.

We have generated significant losses since our inception in 2000, and losses in the future could cause the trading price of our stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due and on our cash flows.

Since we began operations in February 2000, we have incurred an accumulated deficit in excess of $200 million. We may not be able to achieve or maintain profitable operations if achieved. If our losses continue, our liquidity may continue to be severely impaired, our stock price may fall and our shareholders may lose all or a significant portion of their investment. If we are not able to attain profitability in the near future our financial condition could deteriorate further which could have a material adverse impact on our business and prospects and result in a significant or complete loss of your investment. Further, we may be unable to pay our debt obligations as they become due, which include obligations to secured creditors.

We may need to raise additional funds through debt or equity financings in the future to achieve our business objectives and to satisfy our cash obligations, which would dilute the ownership of our existing shareholders and possibly subordinate certain of their rights to the rights of new investors.

In addition to the funds raised in this offering, we likely will need to raise additional funds through debt or equity financings in order to complete our ultimate business objectives. We also may choose to raise additional funds in debt or equity financings if they are available to us on reasonable terms to increase our working capital, strengthen our financial position or to make acquisitions. Our board of directors (the Board) has the ability, without seeking shareholder approval, to issue convertible debt and additional shares of common stock or preferred stock that is convertible into common stock for such consideration as the board of directors may consider sufficient, which may be at a discount to the market price. Any sales of additional equity or convertible debt securities would result in dilution of the equity interests of our existing shareholders, which could be substantial. Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities might be entitled to various preferential rights over the holders of our common stock, including repayment of their investment, and possibly additional amounts, before any payments could be made to holders of our common stock in connection with an acquisition of us. Such preferred shares, if authorized, might be granted rights and preferences that would be senior to, or otherwise adversely affect, the rights and the value of our common stock. Also, new investors may require that we and certain of our shareholders enter into voting arrangements that give them additional voting control or representation on our board of directors.
We have had material weaknesses in our internal control over financial reporting in the past. Any material weaknesses in our internal control over financing reporting in the future could adversely affect investor confidence, impair the value of our common stock and increase our cost of raising capital.

In our Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 30, 2012, our management identified material weaknesses in our internal control over financial reporting at our Brazilian subsidiary, Irgovel. While we believe we have since remediated such weaknesses, any future failure to remedy deficiencies in our internal control over financial reporting that may be discovered or our failure to implement new or improved controls, or difficulties encountered in the implementation of such controls, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could, in turn, affect the future ability of our management to certify that internal control over our financial reporting is effective. Inferior internal control over financial reporting could also subject us to the scrutiny of the SEC and other regulatory bodies which could cause investors to lose confidence in our reported financial information and could subject us to civil or criminal penalties or shareholder litigation, which could have an adverse effect on our results of operations and the trading price of our common stock.

In addition, if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our share price. Furthermore, deficiencies could result in future non-compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Such non-compliance could subject us to a variety of administrative sanctions, including review by the SEC or other regulatory authorities.

There are significant market risks associated with our business.

We have formulated our business plan and strategies based on certain assumptions regarding the size of the rice bran market, our anticipated share of this market, the estimated price and acceptance of our products and other factors. These assumptions are based on our best estimates, however our assessments may not prove to be correct. Any future success may depend upon factors including changes in the dietary supplement industry, governmental regulation, increased levels of competition, including the entry of additional competitors and increased success by existing competitors, changes in general economic conditions, increases in operating costs including costs of rice bran, production, supplies, personnel, equipment, and reduced margins caused by competitive pressures. Many of these factors are beyond our control.

We have entered into an acquisition and stock purchase agreement to acquire H&N, but such agreement may not lead to an acquisition of H&N.

On September 24, 2013, and as amended on December 7, 2013, we entered into the Purchase Agreement with the shareholders of H&N, a company involved in functional food blending and manufacturing, and the distribution of food ingredients and products. Although the Purchase Agreement is binding on all parties, the closing (and our acquisition of H&N) remains subject to several conditions, including completion of due diligence, absence of material adverse changes to H&N and other conditions set forth in the agreement including the consummation of a financing by us of at least $7.0 million. Therefore, we may not close the acquisition in a timely manner, or at all. Once the acquisition is consummated, we will face the integration risks discussed below, and it is not known how third parties, competitors, and costumers will respond to the acquisition.

We may face difficulties integrating businesses we acquire.

As part of our strategy, we expect to review opportunities to buy other businesses or technologies, such as the acquisition of H&N, that would complement our current products, expand the breadth of our markets or enhance technical capabilities, or that may otherwise offer growth opportunities. The H&N acquisition and other acquisitions involve numerous risks, including:

· problems combining the purchased operations, technologies or products;
· unanticipated costs;
· diversion of management’s attention from our core business;
· adverse effects on existing business relationships with suppliers and customers;
· risks associated with entering markets in which we have no or limited prior experience; and
· potential loss of key employees of purchased organizations.

We may not be able to successfully integrate H&N or any other businesses, products, technologies or personnel that we might acquire in the future.
We have significant foreign operations and there are inherent risks in operating overseas.

An important component of our business strategy is to build rice bran stabilization and rice bran oil facilities in foreign countries and to market and sell our products internationally. For example, we have an operation in Brazil which manufactures rice bran oil. There are risks in operating facilities in foreign countries because, among other reasons, we may be unable to attract sufficient qualified personnel, intellectual property rights may not be enforced as we expect, and legal rights may not be available as contemplated. Should any of these risks occur, our ability to expand our foreign operations may be materially limited and we may be unable to maximize the output from these facilities and our financial results may decrease from our anticipated levels. The inherent risks of international operations could materially adversely affect our business, financial condition and results of operations. The types of risks faced in connection with international operations and sales include, among others:

· cultural differences in the conduct of business;
· fluctuations in foreign exchange rates;
· greater difficulty in accounts receivable collection and longer collection periods;
· challenges in obtaining and maintaining financing;
· impact of recessions in economies outside of the United States;
· reduced or obtainable protection for intellectual property rights in some countries;
· unexpected changes in regulatory requirements;
· tariffs and other trade barriers;
· political conditions in each country;
· management and operation of an enterprise spread over various countries;
· the burden and administrative costs of complying with a wide variety of foreign laws; and
· currency restrictions.

Brazilian economic, political and other conditions, and Brazilian government policies or actions in response to these conditions, may negatively affect our business and results of operations.

The Brazilian economy has historically been characterized by interventions by the Brazilian government and unstable economic cycles. The Brazilian government has often changed monetary, taxation, credit, tariff and other policies to influence the course of Brazil’s economy. For example, the government’s actions to control inflation have at times involved setting wage and price controls, blocking access to bank accounts, imposing exchange controls and limiting imports into Brazil. We have no control over, and cannot predict, what policies or actions the Brazilian government may take in the future.

Our Brazilian segment’s business, results of operations, financial condition and prospects may be adversely affected by, among others, the following factors:

· exchange rate movements;
· exchange control policies;
· expansion or contraction of the Brazilian economy, as measured by rates of growth in GDP;
· inflation;
· tax policies;
· other economic political, diplomatic and social developments in or affecting Brazil;
· interest rates;
· energy shortages;
· liquidity of domestic capital and lending markets;
· changes in environmental regulation; and
· social and political instability.

Our interests in Nutra SA are subject to certain drag along rights and we may receive little or no proceeds from such sale.

The Investors have the right to force the sale of all Nutra SA assets after the earlier of January 1, 2015, or upon the failure to process a certain level of rice bran in the second and third quarters of 2014. Should the Investors desire to sell 100% of Nutra SA to a third party, we are obligated to cooperate in the negotiation and sale of Nutra SA in accordance with the terms of such sale as agreed to thereby. In the event of a sale, the Investors are entitled to a preferential return of any proceeds received from the sale of Nutra SA in an amount equal to a minimum of 2.0 times and a maximum of 2.5 times such investors’ unreturned capital which will be distributed first to such investors until the preferential return has been paid in full. The unreturned capital balance for the Investors at the date of this prospectus is approximately $14.3 million. Because of these drag along rights, we will only receive a certain portion of the proceeds if the sales proceeds are greater than the amount of such preferential return, and it is possible that we will receive no or little proceeds from the sale of Nutra SA.
The capital expansion project and planned temporary shutdown at our Irgovel facility could adversely affect our business, financial condition or results of operations.

Irgovel is currently undergoing a capital expansion project involving installation of new equipment and improvements to existing infrastructure. As a result of the project, we expect production at the Irgovel facility to shutdown for approximately six to eight weeks while certain new equipment is brought on line. The timing of this shutdown is scheduled to occur in late December 2013, and is subject to change based on availability of funds, the timing of the delivery of equipment from suppliers, the availability of installers and other factors. Where possible, we intend to stockpile certain inventory for sale during the period the plant is shutdown. However, this inventory may not be adequate to timely fulfill all outstanding orders during this period. In addition, during such shutdown, we will have to continue to expend capital to maintain the Irgovel facility and equipment. Facility shutdown and subsequent restart expenses may adversely affect our operating results in the period when these events occur.

The installation of new equipment at the Irgovel facility involves significant uncertainties. For example, our new equipment may not perform as expected or may differ from design and/or specifications. If we are required to redesign or modify the equipment to ensure that it performs as expected, we may need to further shutdown the facility until the equipment has been redesigned or modified as necessary. The costs related to the capital expansion project are uncertain and the costs may increase beyond those projected. Any of the foregoing risks associated with the capital expansion project could lead to lower revenues or higher costs or otherwise have a negative impact on our future results of operations and financial condition.

If we fail to fund the Irgovel capital expansion project, the Investors may obtain certain rights with respect to Irgovel, including the right to participate in the operations of Irgovel.

Irgovel will need additional financing and/or capital to complete the capital expansion project and meet working capital needs during the planned shutdown. If we fail to purchase at least an additional $3.0 million of units in Nutra SA between November 1 and December 31, 2013, an event of default will be automatically declared on January 1, 2014. Upon an event of default, the Investors have certain rights, including the right to force the sale of all of Nutra SA’s assets and the right to substantively participate in the operations of Irgovel and Nutra SA. In addition, the amount the Investors are entitled to as a preferential return of any proceeds received from the sale of Nutra SA may increase.

Irgovel has certain financial and operating performance obligations which if not met may lead to us losing management control over Irgovel.

Under the limited liability company agreement for Nutra SA, as amended, Irgovel must satisfy certain financial performance requirements in order for us to maintain control over Irgovel. These financial performance requirements include Irgovel’s satisfaction of revenue, earnings and net debt targets described in the membership interest purchase agreement, as amended. In addition, Irgovel must meet certain minimum processing targets beginning in the second quarter of 2014 and achieve EBITDA of at least $4.0 million beginning in 2014. If Irgovel fails to meet these financial requirements, we could lose management control over Irgovel’s operations, and management control would transfer to the other investors in Nutra SA. Any such change in management control would cause us to no longer consolidate Irgovel’s financial results with our financial results. Instead, we would be required to account for Irgovel as an equity investment on our balance sheets which may negatively impact our share price.

Our business could be affected adversely by labor disputes, strikes or work stoppages in Brazil.

All of our employees at our Irgovel facility in Brazil are represented by a labor union and are covered by a collective bargaining agreement. As a result, we are subject to the risk of labor disputes, strikes, work stoppages and other labor-relations matters. Our collective bargaining agreement in Brazil has a one-year term and requires that we provide wage adjustments each year. We may be unable to negotiate new collective bargaining agreements on similar or more favorable terms and may experience work stoppages or other labor problems in the future. We could experience a disruption of our operations or higher ongoing labor costs, which could have a material adverse effect on our operating results and financial condition, potentially resulting in cancelled orders by customers, unanticipated inventory accumulation or shortages and reduced revenues and net income.
Fluctuations in foreign currency exchange could adversely affect our financial results.

We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including primarily the Brazilian Real. Currently, a significant portion of our revenues and expenses occur in our Brazilian subsidiary, Irgovel. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect historically, during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against the Brazilian Real and any other currency which affects a material amount of our operations, will affect our revenues, cost of sales, gross profit (loss), operating expenses, or other income and expenses and the value of balance sheet items denominated in foreign currencies. These fluctuations may have a material adverse effect on our financial results. Disruptions in financial markets may result in significant changes in foreign exchange rates in relatively short periods of time which further increases the risk of an adverse currency effect. Since we plan to expand our international operations, we will likely increase our exposure to foreign currency risks. We do not hedge our currency risk, and do not expect to, as currency hedges are expensive and do not necessarily reduce the risk of currency fluctuations over longer periods of time.

We depend on a limited number of customers.

In the USA segment, during 2012 and the nine months ended September 30, 2013, three customers accounted for approximately 40% of segment revenues and the top ten customers accounted and 63% and 62% of segment revenues, respectively. As of December 31, 2012 and September 30, 2013, in the USA segment, the top ten customers accounted for 77% and 66% of segment accounts receivable, respectively.

In the Brazil segment, during 2012 and the nine months ended September 30, 2013, three customers accounted for 38% and 31% of segment revenues, respectively, and our top ten customers accounted for 57% and 47% of segment revenues, respectively. As of December 31, 2012 and September 30, 2013, in the Brazil segment, the top ten customers accounted for 75% and 39% of segment accounts receivable

The inability of our significant customers to meet their obligations to us may adversely affect our financial results.

We are subject to credit risk due to concentration of our trade accounts receivables. Although the accounts of our significant customers are current, the inability of our significant customers and obligors to meet their future obligations to us, may adversely affect our financial condition and results of operations.

We may encounter difficulties in maintaining relationships with distributors and customers while enforcing our credit policies.

We define credit risk as the risk of loss from obligors or counterparty default. Our credit risks arise from both distributors and consumers. Many of these risks and uncertainties are beyond our control. Our ability to forecast future trends and spot shifts in consumer patterns or behavior even before they occur are vital for success in today's economy. In managing risk, our objective is to protect our profitability, but also to protect, to the extent we can, our ongoing relationships with our distributors and customers. However, as part of our credit risk policies, we occasionally must, among other things, cancel, reduce credit limits and place cash only requirements for certain questionable accounts. These credit risk policies may negatively impact our relationships with our distributors and customers, which could adversely affect our results of operations.

We rely upon a limited number of product offerings.

The majority of the products that we have sold through September 30, 2013 have been based on SRB produced at our US facilities and RBO extracted at Irgovel. A decline in the market demand for our SRB and RBO products or the products of other companies utilizing our SRB and RBO products, would have a significant adverse impact on us.

Our ability to generate sales is dependent upon our ability to continue our ongoing marketing efforts to raise awareness of our products and benefits of rice bran products generally.

We are dependent on our ability to market products to animal food producers, food manufacturers, mass merchandisers and health food retailers, and to other companies for use in their products. We must increase the level of awareness of dietary supplements in general and our products in particular. We will be required to devote substantial management and financial resources to these marketing and advertising efforts and such efforts may not be successful. Further, because of our current cash position, we may face difficulties maintaining a sales force sufficient to effectively market our products as intended.
Our ability to adapt to sudden increases in demand of our product is limited by an adequate supply of raw rice bran and our ability to find additional facilities for production.

Many of our current products depend on our proprietary technology using raw rice bran, which is a by-product from milling paddy rice to white rice. Our ability to manufacture SRB is currently limited to the production capability of our equipment located at our two suppliers’ rice mills in California and our own plant located adjacent to our supplier in Mermentau, Louisiana. At the facilities and our value-added product plants in Dillon, Montana and our facility in Pelotas, Brazil, we currently are capable of producing enough finished products to meet current demand. If demand for our products were to increase dramatically in the future, we would need additional production capacity which may take time and may expose us to additional long term operating costs.

We may not be able to continue to secure adequate sources of raw rice bran to meet our future demand. Since rice bran has a limited shelf life, the supply of rice bran is affected by the amount of rice planted and harvested each year. If economic or weather conditions adversely affect the amount of rice planted or harvested, the cost of rice bran products that we use may increase. We are not always able to immediately pass cost increases to our customers and any increase in the cost of SRB products could have an adverse effect on our results of operations.

We face competition from other companies that produce bran, grains and other alternative ingredients with similar benefits as our rice brans.

Competition in our targeted industries, including nutraceuticals, functional food ingredients, rice bran oils, animal feed supplements and companion pet food ingredients is vigorous, with a large number of businesses engaged in the various industries. Many of our competitors have established reputations for successfully developing and marketing their products, including products that incorporate bran from other cereal grains and other alternative ingredients that are widely recognized as providing similar benefits as rice bran. In addition, many of our competitors have greater financial, managerial, and technical resources than we do. If we are not successful in competing in these markets, we may not be able to attain our business objectives.

We must comply with our contractual obligations.

We have numerous ongoing contractual obligations under various purchase, sale, supply, production and other agreements which govern our business operations. We also have contractual obligations which require ongoing payments such as various debt agreements and lease obligations and the agreement of Irgovel to pay tax obligations to the Brazilian government. While we seek to comply at all times with these obligations, we may not be able to comply with the terms of all contracts during all periods of time, especially if there are significant changes in market conditions or our financial condition. If we are unable to comply with our material contractual obligations, there likely would be a material adverse affect on our financial condition and results of operations.

We have a high concentration of credit risk.

We currently depend on a limited number of customers. This results in a concentration of credit risk with respect to our outstanding accounts receivable. We consider the financial strength of the customer, the remoteness of the possible risk that a default event will occur, the potential benefits to our future growth and development, possible actions to reduce the likelihood of a default event and the benefits from the transaction before entering into a large credit limit for a customer. Although we analyze these factors, the ultimate collection of the obligation from the customer may not occur. Although we continue to expand our customer base in an attempt to mitigate the concentration of credit risk, the writing off of an accounts receivable balance could have an adverse effect on our results of operations. Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. Historically, we have not experienced any loss of our cash and cash equivalents, but we have experienced losses to our trade receivables.

We are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints both domestically and abroad and our failure to comply with these laws, regulations and constraints could lead to the imposition of significant penalties or claims, which could harm our financial condition and operating results.

In both the U.S. and foreign markets, the formulation, manufacturing, packaging, labeling, distribution, sale and storage of our products are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints. Such laws, regulations and other constraints may exist at the federal, state or local levels in the United States and at all levels of government in foreign jurisdictions. The dietary supplement and cosmetic industries are subject to considerable government regulation, both as to efficacy as well as labeling and advertising. We are subject to regulation by one or more federal agencies including the U.S. Food and Drug Administration (FDA), the U.S. Federal Trade Commission (FTC), and the U.S. Department of Agriculture (USDA), state and local authorities and foreign governmental agencies including the Brazilian National Health Surveillance Agency. There can be no assurance that we are in compliance with all of these regulations. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may result in significant compliance costs or discontinuation of product sales and may negatively impact the marketing of our products, resulting in significant loss of sales revenues. Our failure to comply with these current and new regulations could lead to the imposition of significant penalties or claims, limit the production or marketing of any non-compliant products or advertising and could negatively impact our business.
We may be subject to product liability claims and product recalls.

We sell food and nutritional products for animal and human consumption, which involves risks such as product contamination or spoilage, product tampering and other adulteration of food products. We may be subject to liability if the consumption of any of our products causes injury, illness or death. We maintain a product liability policy for $5.0 million per year in the aggregate. In addition, we may voluntarily recall products in the event of contamination or damage. A significant product liability judgment or a widespread product recall may cause a material adverse affect on our financial condition. Even if a product liability claim is unsuccessful, there may be negative publicity surrounding any assertion that our products caused illness or injury which could adversely affect our reputation with existing and potential customers.

Many of the risks of our business have only limited insurance coverage and many of our business risks are uninsurable.

Our business operations are subject to potential product liability, environmental, fire, employee, manufacturing, shipping and other risks. Although we have insurance to cover some of these risks, the amount of this insurance is limited and includes numerous exceptions and limitations to coverage. In the event we were to suffer a significant uninsured claim, our financial condition would be materially and adversely affected.

Our success depends in part on our ability to obtain, enforce and protect our patents, licenses and other intellectual property rights for our products and technology.

Our success is dependent upon our ability to protect and enforce the patents, trade secrets and trademarks that we have and to develop and obtain new patents and trademarks for future processes, machinery, compounds and products that we develop. The process of seeking patent protection may be long and expensive, and patents might not be issued or not be broad enough in scope. We may not be able to protect our technology adequately, and our competition may be able to develop similar technology that does not infringe or encroach upon any of our rights.

There currently are no claims or lawsuits pending or threatened against us regarding possible infringement claims, but infringement claims by third parties, or claims for indemnification resulting from infringement claims, could be asserted in the future or that such assertions, if proven to be accurate, could have a material adverse affect on our business, financial condition and results of operations. In the future, litigation may be necessary to enforce our patents, to protect our trade secrets or know-how or to defend against claimed infringement of the rights of others and to determine the scope and validity of the proprietary rights of others. Any litigation could result in substantial cost and diversion of our efforts and other resources, which could have a material adverse affect on our financial condition and results of operations. Adverse determinations in any litigation could result in the loss of our proprietary rights, subjecting us to significant liabilities to third parties, require us to seek licenses from third parties or prevent us from manufacturing or selling our systems, any of which could have a material adverse affect on our financial condition and results of operations. A license under a third party’s intellectual property rights might not be available to us on reasonable terms, if at all.

We are dependent on key employees.

Our success depends upon the efforts of our top management team and certain other key employees, including the efforts of John Short (Chief Executive Officer), Dale Belt (Chief Financial Officer), Dave Hutchinson (Senior Vice President of Operations), and Robert Smith, PhD (Senior Vice President of Sales and Business Development). Although we have written employment agreements with our CEO and CFO, such individuals could die, become disabled, or resign. In addition, our success is dependent upon our ability to attract and retain key management persons for positions relating to the marketing and distribution of our products. We may not be able to recruit and employ such executives at times and on terms acceptable to us. Also, volatility, lack of positive performance in our stock price and changes in our overall compensation program, including our equity incentive program, may adversely affect our ability to retain such key employees.

Compliance with corporate governance and public disclosure regulations may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, and new regulations issued by the SEC, such as Dodd-Frank, are creating uncertainty for companies. In order to comply with these laws, we may need to invest substantial resources to comply with evolving standards, and this investment would result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Our officers and directors have limited liability and have indemnification rights.

Our articles of incorporation and bylaws provide that we may indemnify our officers and directors against losses sustained or liabilities incurred which arise from any transaction in that officer’s or director’s respective managerial capacity unless that officer or director violates a duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend, or derived an improper benefit from the transaction.
Risks Relating to this Offering

We may allocate net proceeds from this offering in ways which differ from our estimates based on our current plans and assumptions discussed in the section entitled “Use of Proceeds” and with which you may not agree.

The allocation of net proceeds of the offering set forth in the “Use of Proceeds” section below represents our estimates based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend on numerous factors, including market conditions, cash generated by our operations, business developments and related rate of growth. We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes. Circumstances that may give rise to a change in the use of proceeds and the alternate purposes for which the proceeds may be used are discussed in the section entitled “Use of Proceeds” below. You may not have an opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use our proceeds. As a result, you and other stockholders may not agree with our decisions. See “Use of Proceeds” section for additional information.

Future sales by our stockholders may adversely affect our stock price and our ability to raise funds in new stock offerings.

Sales of our common stock by our stockholders and warrant or option holders following this offering could lower the market price of our common stock. Sales may also make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that our management deems acceptable or at all. Of the 1,152,452 shares of common stock outstanding as of December 10, 2013, all but approximately 125,251 of which are, or will be, freely tradable without restriction, unless held by our “affiliates.” Some of these shares may be resold under Rule 144 of the Securities Act of 1933, as amended. Assuming we raise at least $7.0 million in this offering, the sale of 399,999 shares issuable upon exercise of outstanding options and warrants as of November 18, 2013 could also lower the market price of our common stock.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of up to 1,750,000 shares of common stock and corresponding warrants offered in this offering at a public offering price of $___ per share, and after deducting underwriter commissions and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $___ per share, or ___%, at the public offering price, assuming no exercise of the warrants. In addition, in the past, we issued options and warrants to acquire shares of common stock and may need to do so in the future to support our operations. To the extent these options and/or warrants are ultimately exercised, you will sustain future dilution.
 
In addition, contingent upon our raising of at least $7.0 million in this offering and the listing of our common stock and warrants on a national securities exchange, certain warrant holders agreed to exchange warrants to purchase up to 496,060 shares of common stock for 1,554,734 shares of our common stock and an investor purchased an additional $200,000 note November 14, 2013 and an additional $300,000 note in exchange for the Company issuing the investor 134,250 shares of common stock. The shares described above will not be issued until our shareholders approve an increase in our authorized shares of common stock which increase we have agreed to request by July 1, 2014.
 
Holders of warrants will have no rights as common stockholders until such holders exercise their warrants and acquire our common stock.

Until holders of warrants acquire shares of our common stock upon exercise of the warrants, holders of warrants will have no rights with respect to the shares of our common stock underlying such warrants. Upon exercise of the warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

Risks Relating to Our Stock

Our stock price is volatile.

The market price of our common stock has fluctuated significantly in the past and may continue to fluctuate significantly in the future. Our common stock trades on the OTCQB. Our common stock is thinly traded and subject to volatility in price and demand. See “Price Range of Our Common Stock”.

The market price of the common stock and the warrants sold in this offering, may continue to fluctuate in response to a number of factors, including:

· announcements of new products or product enhancements by us or our competitors;
· fluctuations in our quarterly or annual operating results;
· developments in our relationships with customers and suppliers;
· our ability to obtain financing;
· the loss of services of one or more of our executive officers or other key employees;
· announcements of technological innovations or new systems or enhancements used by us or our competitors;
· developments in our or our competitors’ intellectual property rights;
· adverse effects to our operating results due to impairment of goodwill;
· failure to meet the expectation of securities analysts’ or the public;
· general economic and market conditions;
· our ability to expand our operations, domestically and internationally;
· the amount and timing of expenditures related to any expansion;
· litigation involving us, our industry or both;
· actual or anticipated changes in expectations by investors or analysts regarding our performance; and
· price and volume fluctuations in the overall stock market from time to time.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Our stock price is volatile and we have been the target of shareholder litigation. Any shareholder litigation brought against us in the future could result in substantial costs and divert our management’s attention and resources from our business.

We have significant “equity overhang” which could adversely affect the market price of our common stock and impair our ability to raise additional capital through the sale of equity securities.

As of December 10, 2013, we had 1,152,452 shares of common stock outstanding. Additionally, as of December 10, 2013, 1,327,097 shares of our common stock were issuable upon exercise or conversion of outstanding options, warrants and convertible debt. The possibility that substantial amounts of our common stock may be sold by investors or the perception that such sales could occur, often called “equity overhang,” could adversely affect the market price of our common stock and could impair our ability to raise additional capital through the sale of equity securities in the future. Contingent upon our raising of at least $7.0 million in this offering and the listing of our common stock and warrants on a national securities exchange, certain warrant holders agreed to exchange warrants to purchase up to 496,060 shares of common stock for 1,554,734 shares of our common stock and an investor purchased an additional $200,000 note November 14, 2013, and an additional $300,000 note November 27, 2013 in exchange for the Company issuing the investor 134,250 shares of common stock. The consummation of the exchange of warrants for common stock and the additional shares issued to the note investor would significantly increase the amount of our common stock outstanding and the amount of the equity overhang.

Our outstanding options, warrants and convertible notes may dilute current shareholders.

As of December 10, 2013, there were outstanding options, warrants and convertible debt that are exercisable for a total of 1,327,097 shares of our common stock.

Assuming we raise at least $7.0 million in this offering, we will have 223,067 shares of common stock issuable upon exercise of outstanding warrants, with current exercise prices ranging from $14.00 per share to $46.80 per share, which contain anti-dilution provisions that cause the exercise prices and conversion prices of the warrants and convertible debt to decrease automatically if we issue shares of our common stock or securities convertible into shares of our common stock at prices below the exercise and conversion prices of these warrants and convertible debt. These adjustments automatically cause the number of shares issuable upon exercise of these warrants and convertible debt to proportionately increase. Any such adjustment would materially dilute the holders of our common stock.

Our interests in certain of our subsidiaries have been pledged to secure obligations under certain credit agreements.

We have issued convertible notes which are secured against substantially all of the assets of certain of our subsidiaries. In the event of default under such notes and debentures, the holders may foreclose upon such interests to secure the obligations under the notes and debentures.
 
If we do not obtain shareholder approval to increase the number of our authorized shares of common stock in an amount sufficient to issue shares to certain warrant holders who agreed to exchange their warrants for shares of common stock and to a note holder in consideration for investing in additional notes issued by us, then an event of default would be triggered under those agreements.
 
On November 13, 2013, certain warrant holders agreed to exchange warrants to purchase 496,060 shares of common stock for 1,554,734 shares of our common stock.  In addition, an investor purchased an additional $200,000 note and an additional $300,000 note, each of which bears a five percent (5%) interest with a July 31, 2016 maturity date, in exchange for the Company issuing the investor 134,250 shares of common stock.  Pursuant to the above agreements, the shares issuable to the warrant holders and note holder will not be issued until our shareholders approve an increase in our authorized shares of common stock which increase we have agreed to request by July 1, 2014. Additionally, the holders of our subordinated convertible notes agreed to amend their notes to reduce the interest rate under the notes to five percent (5%) from ten percent (10%) and to remove the conversion feature and anti-dilutive protections under the note. If the shareholders do not approve to increase the authorized number of shares of common stock by July 1, 2014, the interest rate on the notes will increase to ten percent (10%) until such time as sufficient shares of our common stock are authorized to issue such shares. In the event the issuance of shares under the Exchange will constitute an issuance of 20% or more of our outstanding shares of common stock, we will also be required to obtain shareholder approval of the Exchange in accordance with the current NASDAQ Capital Market listing requirements before issuing any shares under the Exchange.
 
The authorization and issuance of preferred stock may have an adverse effect on the rights of holders of our common 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. The terms of any series of preferred stock could be issued with terms, rights, preferences and restrictions that could adversely affect the rights of holders of our common stock and thereby reduce the value of our common stock. The designation and issuance of preferred stock favorable to current management or shareholders could make it more difficult to gain control of our board of directors or remove our current management and may be used to defeat hostile bids for control which might provide shareholders with premiums for their shares. We have designated and issued five series of preferred stock, no shares of which remain outstanding as of December 10, 2013. We may issue additional series of preferred stock in the future.
We have applied for listing of our common stock and the warrants issued in this offering on the NASDAQ Capital Market in connection with this offering. If we fail to comply with the continuing listing standards of The NASDAQ Capital Market, our securities could be delisted.

We expect that our common stock will be eligible to be quoted on the NASDAQ Capital Market. For our common stock to be listed on the NASDAQ Capital Market, we must meet the current NASDAQ Capital Market listing requirements. If we were unable to meet these requirements, including but not limited to requirements to obtain shareholder approval of a transaction other than a public offering involving the sale or issuance equal to 20% or more of our common stock, our common stock could be delisted from the NASDAQ Capital Market. If our common stock were to be delisted from the NASDAQ Capital Market, our common stock could continue to trade on the over-the-counter bulletin board following any delisting from the NASDAQ Capital Market, or on the Pink Sheets, as the case may be. Any such delisting of our common stock could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and less coverage of us by securities analysts, if any. Also, if in the future we were to determine that we need to seek additional equity capital, it could have an adverse effect on our ability to raise capital in the public or private equity markets.

Risks Associated with Our Reverse Stock Split

On November 13, 2013, we effected a one-for-200 reverse stock split. However, the reverse stock split may not result in a proportionate increase in the price of our common stock, in which case we may not be able to list our common stock and the warrants sold in this offering on The NASDAQ Capital Market, in which case this offering will not be completed.

We expect that the one-for-200 reverse stock split of our outstanding common stock will increase the market price of our common stock so that we will be able to meet the minimum bid price requirement of the listing rules of The NASDAQ Capital Market. However, the effect of a reverse stock split upon the market price of our common stock cannot be predicted with certainty, and the results of reverse stock splits by companies in similar circumstances have been varied. It is possible that the market price of our common stock following the reverse stock split will not increase sufficiently for us to be in compliance with the minimum bid price requirement. If we are unable meet the minimum bid price requirement, we may be unable to list our shares on The NASDAQ Capital Market, in which case this offering will not be completed.

Even if the reverse stock split achieves the requisite increase in the market price of our common stock, we cannot assure you that we will be able to continue to comply with the minimum bid price requirement of The NASDAQ Capital Market.

Even if the reverse stock split achieves the requisite increase in the market price of our common stock to be in compliance with the minimum bid price of The NASDAQ Capital Market, there can be no assurance that the market price of our common stock following the reverse stock split will remain at the level required for continuing compliance with that requirement. It is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market price of our common stock declines following the effectuation of the reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split. In any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain The NASDAQ Capital Market’s minimum bid price requirement.

Even if the reverse stock split increases the market price of our common stock, there can be no assurance that we will be able to comply with other continued listing standards of The NASDAQ Capital Market.

Even if the market price of our common stock increases sufficiently so that we comply with the minimum bid price requirement, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to maintain a listing of our common stock and/or warrants sold in this offering on The NASDAQ Capital Market. Our failure to meet these requirements may result in our common stock and/or warrants sold in this offering being delisted from The NASDAQ Capital Market, irrespective of our compliance with the minimum bid price requirement.

The reverse stock split may decrease the liquidity of the shares of our common stock.

The liquidity of the shares of our common stock may be affected adversely by the reverse stock split given the reduced number of shares that will be outstanding following the reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split. In addition, the reverse stock split may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.
Following the reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus, including, without limitation, statements regarding the assumptions we make about our business and economic model, our dividend policy, business strategy and other plans and objectives for our future operations, are forward-looking statements.

These forward-looking statements include declarations regarding our management’s beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “would,” “could,” “expects,” “plans,” “contemplates,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “intend” or “continue” or the negative of such terms or other comparable terminology, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. Some, but not all, of the forward-looking statements contained in this prospectus and the documents incorporated by reference herein include, among other things, statements about the following:

· our significant losses and negative cash flow raise questions about our ability to continue as a going concern;
· the risk that we will be unable to pay our debt obligations as they become due or that we will be unable to find sufficient financing to fund our operations;
· the risks associated with foreign operations;
· the effect certain conversions of securities may have on us, whether the conversion be pursuant to convertible notes, options, warrants, units of Nutra SA or contractual obligation and whether the conversion occurs at the parent or subsidiary levels;
· future sale of our common stock that could depress the trading price of our common stock, lower our value and make it more difficult for us to raise capital;
· our reliance on certain key customers;
· our credit risk;
· our currency exchange risk;
· our ability to compete effectively;
· regulatory compliance costs;
· product liability claims and product recalls;
· outstanding pledges and obligations to lenders; and
· the other matters described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”

You should also read the matters described in “Risk Factors” and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus. The forward-looking statements in this prospectus may not prove to be accurate and therefore you are encouraged not to place undue reliance on forward-looking statements. You should read this prospectus completely.
USE OF PROCEEDS

We estimate that we will receive up to $___ in net proceeds from the sale of common stock and corresponding warrant in this offering, based on a price of $___ per share of common stock, and corresponding warrant and after deducting estimated underwriter fees and estimated offering expenses payable by us. We cannot predict when or if the warrants will be exercised. If all of the warrants issued in this offering are exercised for cash, then we will receive an additional $___ of proceeds. It is possible that the warrants may be exercised on a cashless basis or expire prior to being exercised, in which case we will not receive any additional proceeds.

We intend to use the net proceeds from this offering for the following purposes:

· approximately $2,000,000 to fund the cash portion of the purchase price for the acquisition of H&N;
· a minimum of $3,000,000 and a maximum of $5,000,000 for an additional capital contribution to Nutra SA to fund operations at its operating subsidiary Irgovel, including the planned capital expansion project, based upon the amount of net proceeds raised in this offering;
· approximately $500,000 for capital expenditures at US plants;
· approximately $600,000 for repayment of certain accounts payables for professional services;
· approximately $200,000 to pay accrued interest owed and due to certain subordinated convertible note holders; and
· approximately $150,000 to pay deferred board of director fees.

The remaining net proceeds will be used for working capital and other general corporate purposes.

The allocation of the net proceeds of the offering set forth above represents our estimates based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures.

The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments and related rate of growth. We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes.

Circumstances that may give rise to a change in the use of proceeds and the alternate purposes for which the proceeds may be used include:

• the existence of other opportunities or the need to take advantage of changes in timing of our existing activities;

• the need or desire on our part to accelerate, increase or eliminate existing initiatives due to, among other things, changing market conditions and competitive developments; and/or

• if strategic opportunities of which we are not currently aware present themselves (including acquisitions, joint ventures, licensing and other similar transactions).

From time to time, we evaluate these and other factors and we anticipate continuing to make such evaluations to determine if the existing allocation of resources, including the proceeds of this offering, is being optimized. Pending such uses, we intend to invest the net proceeds of this offering in direct and guaranteed obligations of the United States, interest-bearing, investment-grade instruments or certificates of deposit.
DILUTION

If you purchase securities in this offering, your interest will be diluted immediately to the extent of the difference between the public offering price of $___ per share, and corresponding warrant and the as adjusted net tangible book value per share of our common stock immediately following this offering.
 
Our net tangible book value as of September 30, 2013 was approximately $(2.4) million, or approximately $(2.14) per share. Net tangible book value per share represents our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of September 30, 2013.

Net tangible book value dilution per share of common stock to new investors represents the difference between the amount per share paid by purchasers in this offering and the as adjusted net tangible book value per share of common stock immediately after completion of this offering. After giving effect to our sale of 1,750,000 shares in this offering at a public offering price of $___ per share, and after deducting the underwriter commissions and estimated offering expenses, our as adjusted net tangible book value as of September 30, 2013 would have been $___ million, or $___ per share. This represents an immediate increase in net tangible book value of $___ per share to existing stockholders and an immediate dilution in net tangible book value of $___ per share to purchasers of shares in this offering, as illustrated in the following table:

Public offering price per share
  
$
  
Net tangible book value per share as of September 30, 2013
  
$
Increase in net tangible book value per share attributable to new investors
  
$
  
Adjusted net tangible book value per share as of September 30, 2013, after giving effect to the offering
  
$
  
Dilution per share to new investors in the offering
  
$

The above discussion and tables do not include the following:

· 176,932 shares of common stock issuable upon exercise of outstanding stock options, at a weighted average exercise price of $24.60 per share, under our equity incentive plans;
· Assuming we raise at least $7.0 million in this offering, 223,067 shares of common stock issuable upon exercise of outstanding warrants, with current exercise prices ranging from $14.00 per share to $46.80 per share. Warrants for 208,038 of these shares contain anti-dilution provisions that cause the exercise price to decrease automatically if we issue shares of our common stock or securities convertible into shares of our common stock at prices below either $16.00 or $14.00;
· 1,554,734 shares of common stock to be issued by July 1, 2014 to certain warrant holders in exchange for the cancellation of warrants to purchase up to 496,060 shares of common stock;
· 134,250 shares to be issued by July 1, 2014 to a note investor;
· 1,750,000 shares of common stock issuable upon exercise of the warrants issued to the public in connection with this offering; and
·
Assuming the over-allotment option is fully exercised, 100,625 shares of common stock issuable upon exercise of the warrants to be received by the underwriters in connection with this offering.
PRICE RANGE OF OUR COMMON STOCK

Market Information

Our common stock is quoted on the OTCQB under the symbol “RIBT.” We have applied to The NASDAQ Capital Market to list our common stock and warrants under the symbol “RIBT” and “RIBTW”, respectively. The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported by the OTCQB. The prices below reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions. All share and per share information in the table below reflects the one-for-200 reverse stock split which was effected on November 13, 2013. Our shares of common stock did not trade on a post-adjusted basis until the opening of the market on November 18, 2013.

 
  
High
    
Low
  
2011
  
   
 
First Quarter
  
$
82.00
    
$
32.00
  
Second Quarter
  
$
78.00
    
$
32.00
  
Third Quarter
  
$
38.00
    
$
22.00
  
Fourth Quarter
  
$
40.00
    
$
20.00
  
2012
                
First Quarter
  
$
32.00
    
$
20.00
  
Second Quarter
  
$
32.00
    
$
8.00
  
Third Quarter
  
$
18.00
    
$
8.00
  
Fourth Quarter
  
$
24.00
    
$
8.00
  
2013
                
First Quarter
  
$
24.00
    
$
10.00
  
Second Quarter
  
$
18.00
    
$
12.00
  
Third Quarter
  
$
14.00
    
$
4.00
 
Fourth Quarter through December 10, 2013
  
$
14.00
    
$
6.00
 

Holders

On December 10, 2013, the last sales price reported on the OTCQB for our common stock was $6.00 per share. As of the date of this prospectus, there were 1,152,452 shares of our common stock outstanding and approximately 280 holders of record of our common stock.

Options and Warrants

There are outstanding warrants and outstanding options to purchase 719,128 and 176,932 shares of our common stock, respectively, as of the date of this prospectus. Effective as of November 13, 2013, certain warrant holders agreed to exchange warrants to purchase 496,060 shares of common stock for 1,554,734 shares of our common stock contingent upon our raising of at least $7.0 million in this offering and the listing of our common stock and warrants on a national securities exchange.

Convertible Notes
 
Effective as of November 13, 2013, the holders of our subordinated convertible notes agreed to amend their notes to reduce the interest rate under the notes to five percent (5%) from ten percent (10%) and to remove the conversion feature and anti-dilutive protections under the note. The amendments to the notes are contingent upon our raising of at least $7.0 million in this offering and the listing of our common stock and warrants on a national securities exchange.
 
DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently anticipate that we will retain all future earnings for the expansion and operation of our business and do not anticipate paying cash dividends in the foreseeable future. Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the limited liability company agreement for Nutra SA. Pursuant to the terms of outstanding senior convertible notes, we may not pay any dividends while the senior convertible notes are outstanding. Otherwise, the payment of dividends on common stock, if any, in the future is within the discretion of our Board and will depend on its earnings, capital requirements and financial condition and other relevant facts.
CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2013:

· on an actual basis; and
· on a pro forma basis, based upon an offering price of $___ per share of common stock and corresponding warrant, to give effect to the sale of 1,750,000 shares of common stock and 1,750,000 warrants in this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Based on the offering price of $___ per share of common stock and corresponding warrant, we allocated the $___ million aggregate consideration to common stock.  The pro forma information below is only for illustrative purposes and our capitalization following the completion of this offering will be adjusted based on the actual offering price and other terms of this offering determined at pricing. The pro forma information below is only for illustrative purposes and our capitalization following the completion of this offering will be adjusted based on the actual offering price and other terms of this offering determined at pricing. You should read this table in conjunction with “Use of Proceeds” above as well as our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and financial statements and the related notes appearing elsewhere in this prospectus.

 
  
September 30, 2013
  
 
  
Unaudited Actual
    
Unaudited Pro Forma
  
 
  
(in thousands except share amounts)
  
Liabilities:
  
   
 
Senior convertible revolving note, net of discount
  
$
1,608
    
$
  
Senior convertible debenture, net of discount
    
96
        
Subordinated convertible notes, net of discount
    
5,230
        
Other debt
    
14,843
        
Derivative warrant liabilities
    
6,508
        
Total Liabilities
    
28,285
        
 
                
Temporary Equity:
                
Redeemable noncontrolling interest in Nutra SA
    
7,488
        
Redeemable common stock (30,593 shares outstanding)
    
398
        
Total temporary equity
    
7,886
        
 
                
Equity:
                
Equity (deficit) attributable to our shareholders:
                
Preferred stock, 20,000,000 shares authorized and none issued
    
-
      
 
  
 
Common stock, no par value, 6,000,000 shares authorized, 1,103,597 shares issued and outstanding, actual; ___ shares issued and outstanding, pro forma
    
212,045
        
Accumulated deficit
    
(214,271
)
      
Accumulated other comprehensive loss
    
(1,998
)
    
Total equity (deficit) attributable to our shareholders
    
(4,224
)
      
Capitalization
  
$
31,947
     $  

The above discussion and table do not include the following:

· 176,932 shares of common stock issuable upon exercise of outstanding stock options, at a weighted average exercise price of $24.60 per share, under our equity incentive plans;
· Assuming we raise at least $7.0 million in this offering, 223,067 shares of common stock issuable upon exercise of outstanding warrants, with current exercise prices ranging from $14.00 per share to $46.80 per share. Warrants for 208,038 of these shares contain anti-dilution provisions that cause the exercise price to decrease automatically if we issue shares of our common stock or securities convertible into shares of our common stock at prices below either $16.00 or $14.00;
· 1,750,000 shares of common stock issuable upon exercise of the warrants issued to the public in connection with this offering; and
·
Assuming the over-allotment option is fully exercised, 100,625 shares of common stock issuable upon exercise of the warrants to be received by the underwriters in connection with this offering.

A $1.00 increase (decrease) in the offering price of $___ per share of common stock and corresponding warrant would increase (decrease) cash and cash equivalents and total stockholders’ equity by $___ million, assuming that the number of shares and corresponding warrants offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting commissions and estimated offering expenses payable by us.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read together with the consolidated financial statements and accompanying notes for RiceBran Technologies appearing elsewhere in this prospectus.

All warrant, option, share and per share information in this prospectus gives retroactive effect to a one-for-200 reverse stock split effective as of November 13, 2013.

Company Overview

We are a human food ingredient, nutritional supplement and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. We have proprietary and patented intellectual property that allows us to convert rice bran, one of the world’s most underutilized food sources, into a number of highly nutritious human food and animal nutrition products. Our target markets are human food and animal nutrition manufacturers and retailers, as well as natural food, functional food and nutraceutical supplement manufacturers and retailers, both domestically and internationally. We have developed a bio-refining approach to processing raw rice bran into various value added constituents such as stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB) and a variety of other valuable derivative products from each of these core products.

In order to make the January 2012 final creditor payments under the amended plan of reorganization from our 2009 bankruptcy filing, we raised cash by issuing convertible debt and warrants in the first quarter of 2012. In the third quarter of 2012, we issued additional convertible debt and common stock warrants for working capital needs. It remains important for us to adequately fund the USA segment while we grow revenues and gain additional market penetration in the human ingredient and animal nutrition sectors we sell into. We continue to experience negative cash flows in the USA segment.

In our Brazil segment, we are completing a capital plant expansion project at our subsidiary, Irgovel. Operating the Irgovel plant while simultaneously installing new equipment created inefficiencies associated with downtime and periodic shutdowns related to the expansion have had a negative impact on margins in the Brazil segment. Most phases of the project are now complete, but we will need to shutdown the facility for approximately six to eight weeks in beginning late December 2013 to complete the next phase of the project. We are excited about the post expansion financial outlook for the Brazil segment as we will gain numerous plant efficiencies from the new equipment and additional product volume capabilities. Pursuant to an amendment we entered into with the Investors, we have agreed to contribute an additional minimum amount of $3.0 million to Nutra SA at $2.00 per unit in the event we raise at least $7.0 million in this offering.

In 2011, we announced two strategic partner alliances. The first was a joint research and development program with DSM Innovation Center (DSM), a subsidiary of Royal DSM N.V., targeted at extracting and concentrating protein from rice bran. Additionally, we signed an exclusive, co-branded international distribution agreement with BENEO-Remy covering the sale of our SRB in over forty countries in Europe, Middle East and Africa. As of December 10, 2013, Beneo-Remy has made approximately $0.4 million in purchases under the agreement. Throughout 2012, we executed on both of these alliances. In March 2013, we completed our joint research and development program with DSM and announced that this program resulted in new technology that can be used to produce first generation protein products from rice bran.

In April 2013, we and our RBT PRO LLC subsidiary entered into a series of agreements with various affiliates of Wilmar International Limited to develop rice bran and its derivatives in China for human food ingredient and animal nutrition applications, including the development of products derived from the technology created with DSM.

On September 24, 2013 and as amended on December 7, 2013, we entered into an acquisition and stock purchase agreement with H&N and the shareholders of H&N (the H&N Shareholders) pursuant to which the H&N Shareholders will sell 100% of the issued and outstanding shares of capital stock of H&N to us (the Purchase Agreement). H&N is engaged in the business of functional food blending and manufacturing, and the distribution of food ingredients and product. Under the Purchase Agreement, we agreed to purchase 100% of H&N capital stock for $2.0 million plus a promissory note for up to $3.25 million (subject to adjustment pursuant to the Purchase Agreement) and with an annual interest rate of 1%.  We have the option to pay principal and accrued interest under the note in either cash or in our common stock.  In the event we elect to pay the note in our common stock, payment must be made by the earlier of January 31, 2015 or within five business days following the issuance of shares to warrant holders under that certain warrant exchange agreement.  The number of shares issued to the H&N Shareholders under the note will be based on the volume weighted average price (VWAP) of our common stock for the thirty trading days ending on the second business day immediately before our election to pay the note in shares of our common stock, but in no event shall such price be lower than $6.00 or higher than $12.00.  If we elect to pay the note in cash, we agree to make equal quarterly payments commencing on March 31, 2015 and ending on December 31, 2018.  During this payment period, the annual interest rate under the note will increase from 1% to 5% and shall further increase to 10% following January 31, 2016.  At closing, H&N’s current chief executive officer and founder, Mark McKnight, will join the Company as senior vice president of contract manufacturing and remain CEO of H&N. The closing of the Purchase Agreement remains subject to certain conditions including but not limited to the completion of our due diligence on H&N and our raising at least $7 million in net proceeds in a financing. A portion of the proceeds from this offering will be used to satisfy the cash purchase price at the closing of the Purchase Agreement. Upon closing of the transaction, H&N will become part of our USA segment.
 
Effective as of November 13, 2013, certain warrant holders agreed to exchange warrants to purchase 496,060 shares of common stock for 1,554,734 shares of our common stock. The warrant holders will be committed to exchange their warrants which will be cancelled upon our raising of at least $7.0 million; however the shares will not be issued until after our shareholders approve an increase in our authorized shares of common stock which increase we have agreed to request by July 1, 2014. Additionally, the holders of our subordinated convertible notes agreed to amend their notes to reduce the interest rate under the notes to five percent (5%) from ten percent (10%) and to remove the conversion feature and anti-dilutive protections under the note. If our shareholders do not approve to increase the authorized number of shares of common stock by July 1, 2014 (as discussed above), the interest rate on the notes will increase to ten percent (10%). Finally, an investor purchased an additional $0.2 million note on November 14, 2013 and an additional $0.3 million note on November 27, 2013, each of which would bear five percent (5%) interest with a July 31, 2016 maturity date, in exchange for the Company issuing the investor 134,250 shares of common stock. The warrant exchange and amendments to the notes are contingent upon our raising of at least $7.0 million in this offering and the listing of our common stock and the warrants sold in this offering on a national securities exchange. In the event the issuance of shares under the Exchange will constitute an issuance of 20% or more of our outstanding shares of common stock, we will also be required to obtain shareholder approval of the Exchange in accordance with the current NASDAQ Capital Market listing requirements before issuing any shares under the Exchange.
Further discussion and analysis of our financial condition and results of operations follows.

Basis of Presentation and Going Concern

We continue to experience losses and negative cash flows from operations on a consolidated basis which raises substantial doubt about our ability to continue as a going concern. We currently have insufficient funds to support our operations and service our debt in the near term. Although we believe that we will be able to obtain the funds necessary to continue as a going concern there can be no assurances that our efforts will prove successful. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. See “Liquidity and Capital Resources” section below for a discussion of actions taken and plans to improve liquidity.

Segments

We have three reportable business segments: (i) Corporate; (ii) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; and (iii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products. The Corporate segment includes selling, general and administrative expenses including public company expenses, litigation and other expenses not directly attributable to other segments. No Corporate allocations, including interest, are made to the other segments.

The USA segment consists of two locations in California and two locations in Louisiana all of which can produce SRB. One of the two Louisiana SRB facilities, located in Lake Charles, has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces our Stage II products RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB), RiBalance (a complete rice bran nutritional package derived from further processing SRB), ProRyza P-35) a water soluble 35% protein extract from SRB) and ProRyza PF-20/50 (a 20% protein and 50% insoluble dietary fiber extract of SRB). The manufacturing facilities included in our USA segment have proprietary processing equipment and patented technology for the stabilization and further processing of rice bran into finished products. In 2013, approximately 55% of USA segment revenue is from sales of human food products and approximately 45% is from sales of animal nutrition products.

The Brazil segment consists of the consolidated operations of our majority-owned subsidiary Nutra SA, its only operating subsidiary Irgovel, located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. DRB is sold in bulk as animal feed and compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market. In 2013, approximately 40% of Brazil segment product revenue is from sales of RBO products and 60% is from sales of DRB products. Irgovel is a wholly owned subsidiary of our holding company, Nutra SA. As of December 31, 2012 and September 30, 2013, we owned 50.3% of Nutra SA with the remaining 49.7% held by the Investors. The Investors have certain rights associated with its equity ownership as more fully described in the footnotes to our financial statements.

Comparison of Results of Operations for the Years Ended December 31, 2012 and 2011

Consolidated net loss attributable to RiceBran Technologies shareholders for 2012 was $9.5 million, or $9.29 per share, compared to $10.1 million, or $10.18 per share for 2011. Loss from operations improved to $8.7 million in 2012 from $9.6 million in 2011. Results for 2012 include $4.4 million of other expense, an increase of $2.7 million compared to 2011. This increase was the result of (i) the $7.1 million of financing expense and loss on extinguishment related to the 2012 issuances of convertible debt and related warrants and (ii) a $0.5 million increase in foreign currency exchange loss, offset by (iii) a $5.1 million increase in other income from change in fair value of derivative warrant and conversion liabilities.
Revenue and Gross Profit

Revenues (in thousands):

 
  
2012
    
% of Total Revenues
    
2011
    
% of Total Revenues
    
Change
    
% Change
  
USA segment
  
$
12,633
      
33.5
    
$
10,700
      
29.0
    
$
1,933
      
18.1
  
Brazil segment
    
25,090
      
66.5
      
26,257
      
71.0
      
(1,167
)
    
(4.4
)
Total revenues
  
$
37,723
      
100.0
    
$
36,957
      
100.0
    
$
766
      
2.1
  

Consolidated revenues for 2012, were $37.7 million compared to $37.0 million in the prior year an increase of $0.7 million, or 2.1%.

USA segment revenues improved 18.1% in 2012 compared to 2011. Animal feed product revenues increased $0.7 million, or 12.5%, on 6.0% lower volume due to the impact of price increases. Human nutrition product revenues increased $1.5 million, or 34.8% due to the impact of price increases and 9.6% higher volume. The $1.9 million increase in revenues is net of a $0.3 million decline in revenues from toll processing infant cereal products which ceased in April 2011.

Brazil segment revenues decreased 4.4%, or $1.2 million, in 2012 from 2011. Revenues decreased $4.3 million as a result of the 14.4% decline in the average exchange rate between these periods. Offsetting this $4.3 million decline was a $3.1 million net increase in revenues comprised of the following:

· a $2.4 million increase in bulk DRB revenues; and
· a $2.0 million increase in refined oil and derivative product revenues; and
· a $0.2 million increase in bagged animal feed product revenues; offset by
· a $1.5 million decline in crude oil revenues.

Brazil revenues experienced a shift from bagged animal feed products to bulk DRB and oil revenues experienced a shift from crude RBO to refined oil. Production disruptions during the capital expansion at Irgovel necessitated the shift to bulk DRB sales. The shift from crude oil sales to refined oil sales is part of a strategy to shift revenues to higher margin refined oil and derivative product sales. A US drought caused demand pressure for Brazilian soybean and corn which increased animal feedstock prices generally, and bran prices specifically, in 2012. As a result, the Brazil segment passed along higher prices for DRB and bagged animal feed products during 2012.

Gross profit (in thousands):

 
  
2012
    
Gross Profit %
    
2011
    
Gross Profit %
    
Change
    
Change in Gross Profit %
  
USA segment
  
$
3,687
      
29.2
    
$
3,134
      
29.3
    
$
553
      
(0.1
)
Brazil segment
    
2,385
      
9.5
      
4,437
      
16.9
      
(2,052
)
    
(7.4
)
Total gross profit
  
$
6,072
      
16.1
    
$
7,571
      
20.5
    
$
(1,499
)
    
(4.4
)

Consolidated gross profit for 2012 was $6.1 million compared to $7.6 million in 2011, a decrease of $1.5 million, or 4.4 percentage points.

The USA segment gross profit improved $0.6 million. Gross profit remained relatively unchanged at 29.2%. The USA segment gross profit was negatively impacted $1.3 million by higher raw bran prices in 2012 compared to 2011. Raw bran costs were on a continually escalating trend starting in early 2011 and continued to rise through the first quarter of 2012, before moderating slightly during the second quarter of 2012 and rising again after the third quarter of 2012. The impact of higher raw bran prices was offset by SRB selling price increases in the first and fourth quarters of 2011. The full impact of those SRB selling price increases impacted 2012.

The Brazil segment gross profit deteriorated $2.1 million, or 7.4 percentage points, from 16.9% to 9.5%. Gross profit decreased $0.4 million as a result of the 14.4% decline in the average foreign currency exchange rate between periods. The remaining margin reduction was attributable to higher raw bran costs, an unfavorable shift in sales mix to lower margin bulk animal feed products and decreased plant efficiency during the implementation of capital improvements to the animal feed plant. Raw bran costs were approximately 27% higher as of December 31, 2012 compared to December 31, 2011. Only a portion of these higher costs could be offset with higher selling prices. The plant inefficiencies associated with the capital expansion project resulted in higher production costs in 2012.

We intend to monitor bran prices and pass along increases to our customers in both the USA and Brazil segments, subject to market conditions.
Operating Expenses (in thousands):

 
  
2012
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Selling, general and administrative
  
$
4,313
    
$
3,370
    
$
4,560
    
$
12,243
  
Professional fees
    
652
      
-
      
795
      
1,447
  
Intersegment fees
    
(347
)
    
-
      
347
      
-
  
Impairment of property
    
-
      
1,069
      
-
      
1,069
  
Total operating expenses
  
$
4,618
    
$
4,439
    
$
5,702
    
$
14,759
  

 
  
2011
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Selling, general and administrative
  
$
4,850
    
$
4,921
    
$
4,670
    
$
14,441
  
Professional fees
    
1,703
      
113
      
1,106
      
2,922
  
Intersegment fees
    
(439
)
    
-
      
439
      
-
  
Impairment of intangibles and property
    
240
      
1,352
      
-
      
1,592
  
Recoveries from former customers
    
-
      
(1,800
)
    
-
      
(1,800
)
Total operating expenses
  
$
6,354
    
$
4,586
    
$
6,215
    
$
17,155
  

 
  
Favorable (Unfavorable) Change
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Selling, general and administrative
  
$
537
    
$
1,551
    
$
110
    
$
2,198
  
Professional fees
    
1,051
      
113
      
311
      
1,475
  
Intersegment fees
    
(92
)
    
-
      
92
      
-
  
Impairment of property, plant and equipment
    
240
      
283
      
-
      
523
  
Recoveries from former customers
    
-
      
(1,800
)
    
-
      
(1,800
)
Total operating expenses
  
$
1,736
    
$
147
    
$
513
    
$
2,396
  

Consolidated operating expenses were $14.8 million in 2012, compared to $17.2 million in 2011, an improvement of $2.4 million, or 14.0%.

Corporate segment selling, general and administrative expenses (SG&A) improved $0.5 million. The favorable impacts of (i) a $0.2 million reduction in payroll and related costs (ii) a $0.3 million reduction in bonus expense and (iii) a $0.6 million broad reduction in other expenses due to cost containment efforts were offset by the unfavorable impacts of (i) a $0.2 million increase in share-based compensation expense and (ii) income of $0.4 million in 2011 associated with a settlement with a former officer.

Corporate professional fees improved $1.1 million between periods. Professional fees are primarily expenses associated with consultants, accounting, auditing, tax compliance, SOX 404 compliance, and outside legal counsel. Legal expense declined $0.5 million and other professional expenses declined $0.6 million between periods. In 2011, we incurred significant audit and other consultant fees related to preparation of our 2009 and 2010 Form 10-Q and Form 10-K filings, which were delayed and filed in the first quarter of 2011.

USA segment SG&A expenses decreased $1.6 million between periods due to $0.5 million lower payroll and related costs, $0.3 million due to lower depreciation and amortization and a $0.8 million decline in other SG&A expenses. Payroll and related costs were lower as a result of reductions in workforce. The reduction in depreciation and amortization was the result of the impairments of intangibles and property in 2012 and 2011.

Brazil segment SG&A decreased $0.1 million between periods. The 14.4% reduction in the average foreign currency exchange rate reduced Brazil SG&A $0.8 million between periods. This reduction was more than offset by (i) $0.3 million of increases in payroll and related costs as a result of the annual wage increase implemented effective July 31, 2012 (average 8% increase) and increases in sales and operations management personnel in preparation for operating the plant after the capital expansion project (ii) a $0.3 million increase in the provision for doubtful accounts and (iii) a $0.1 million increase in marketing expenses.

Brazil segment professional fees decreased $0.3 million between periods. Professional fees include management and meeting attendance fees payable to the investors who own a noncontrolling interest in Nutra SA (Investors).

Intersegment fees relate to Brazil segment fees payable to the Corporate segment beginning in January 2011 under the agreements with the investors in Nutra SA. The charges are intended to compensate the Corporate segment for management time spent on Irgovel operations.
Other Income (Expense) (in thousands):

 
  
2012
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Interest income
  
$
18
    
$
-
    
$
56
    
$
74
  
Interest expense
    
(742
)
    
(17
)
    
(1,167
)
    
(1,926
)
Change in fair value of derivative warrant and conversion liabilities
    
5,420
      
-
      
-
      
5,420
  
Loss on extinguishment and financing expense
    
(7,125
)
    
-
      
-
      
(7,125
)
Foreign currency exchange, net
    
-
      
-
      
(617
)
    
(617
)
Other
    
-
      
-
      
(210
)
    
(210
)
Other income (expense)
  
$
(2,429
)
  
$
(17
)
  
$
(1,938
)
  
$
(4,384
)

 
  
2011
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Interest income
  
$
53
    
$
-
    
$
73
    
$
126
  
Interest expense
    
(619
)
    
(180
)
    
(964
)
    
(1,763
)
Change in fair value of derivative warrant and conversion liabilities
    
332
      
-
      
-
      
332
  
Foreign currency exchange, net
    
-
      
-
      
(99
)
    
(99
)
Other
    
(286
)
    
-
      
54
      
(232
)
Other income (expense)
  
$
(520
)
  
$
(180
)
  
$
(936
)
  
$
(1,636
)

 
  
Favorable (Unfavorable) Change
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Interest income
  
$
(35
)
  
$
-
    
$
(17
)
  
$
(52
)
Interest expense
    
(123
)
    
163
      
(203
)
    
(163
)
Change in fair value of derivative warrant and conversion liabilities
    
5,088
      
-
      
-
      
5,088
  
Loss on extinguishment and financing expense
    
(7,125
)
    
-
      
-
      
(7,125
)
Foreign currency exchange, net
    
-
      
-
      
(518
)
    
(518
)
Other
    
286
      
-
      
(264
)
    
22
  
Other income (expense)
  
$
(1,909
)
  
$
163
    
$
(1,002
)
  
$
(2,748
)

Consolidated other expense increased to $4.4 million in 2012, compared to $1.6 million for 2011. Consolidated other expense increased $7.1 million as a result of the financing expense and loss on extinguishment recognized in connection with the 2012 issuances of convertible debt and related warrants. Interest expense increased $0.2 million as a result of increases in average outstanding debt between periods. Foreign currency exchange gains and losses relate to certain Irgovel debt, and to a smaller extent Irgovel export-related accounts receivable, which are denominated and settled in US Dollars. Brazil segment other expense is primarily bank fees. Corporate segment other expense includes $0.2 million in 2011 for transaction costs incurred in the settlement with Herbal Sciences.

Our liability warrants and conversion liabilities are valued using the lattice model each reporting period and the resulting change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants and make certain other assumptions. The decline in the price of our common stock during 2012 and 2011 was the primary reason the derivative warrant and conversion liabilities fair value fell in each period, resulting in the recognition of other income.
Comparison of Results of Operations for the Nine-Months Ended September 30, 2013 and 2012

Consolidated net loss attributable to RiceBran Technologies shareholders for the nine months ended September 30, 2013, was $9.9 million, or $9.10 per share, compared to $9.4 million, or $9.21 per share, in the prior period. The $2.4 million decline in gross profit was offset by a $2.3 million improvement in operating expenses, resulting in a $0.1 million increase in loss from operations between periods.

Revenue and Gross Profit

Revenues (in thousands):

 
  
Nine Months Ended September 30,
  
 
  
2013
    
% of Total Revenues
    
2012
    
% of Total Revenues
    
Change
    
% Change
  
USA segment
  
$
9,099
      
33.9
    
$
9,629
      
33.4
    
$
(530
)
    
(5.5
)
Brazil segment
    
17,723
      
66.1
      
19,177
      
66.6
      
(1,454
)
    
(7.6
)
Total revenues
  
$
26,822
      
100.0
    
$
28,806
      
100.0
    
$
(1,984
)
    
(6.9
)

Consolidated revenues for the nine months ended September 30, 2013, were $26.8 million compared to $28.8 million in the prior year period, a decrease of $2.0 million, or 6.9%.

USA segment revenues decreased $0.5 million, or 5.5%, in the first nine months of 2013 compared to the first nine months of 2012. Animal feed product revenues decreased $0.7 million on lower volume while human nutrition product revenues increased $0.2 million. The decline in animal feed revenue was attributable to the loss of one customer.

Brazil segment revenues decreased $1.5 million, or 7.6%, in the first nine months of 2013 compared to the first nine months of 2012. Revenues decreased $1.8 million as a result of the 9.4% decline in the average exchange rate between these periods. On a local currency basis, prior to translation into US dollars, Brazil segment revenues increased 2.0% period over period. Offsetting this $1.8 million decline was a 6.6% increase in revenue per ton. As part of a capital expansion project, we improved our animal feed production capabilities and launched new products which were unavailable for sale in 2012.

Gross profit (in thousands):

 
  
Nine Months Ended September 30,
  
 
  
2013
    
Gross Profit %
    
2012
    
Gross Profit %
    
Change
    
Change in Gross Profit %
  
USA segment
  
$
2,204
      
24.2
    
$
2,892
      
30.0
    
$
(688
)
    
(5.8
)
Brazil segment
    
810
      
4.6
      
2,488
      
13.0
      
(1,678
)
    
(8.4
)
Total gross profit
  
$
3,014
      
11.2
    
$
5,380
      
18.7
    
$
(2,366
)
    
(7.5
)

Consolidated gross profit in 2013 decreased $2.4 million, or 7.5 percentage points, to $3.0 million for the nine months ended September 30, 2013, compared to $5.4 million in the prior year period.

The USA segment gross profit declined $0.7 million, to $2.2 million in the first nine months of 2013, from $2.9 million in the first nine months of 2012, due to the impact of higher raw bran prices in 2013 compared to 2012. Raw bran and related third party bran processing costs increases impacted margin by 7.5 percentage points. Continuing competitive pressure for animal nutrition product revenues has restrained our ability to pass along these higher costs.

The Brazil segment gross profit declined $1.7 million, or 8.4 percentage points, from 13.0 to 4.6. The amount of raw bran processed was 3.8% lower in the first nine months of 2013 than in the comparable 2012 period. Since a significant portion of plant operating costs are fixed, lower volumes result in higher per unit production costs and negatively impacts gross profit percentage. Plant operational efficiency at Irgovel continues to be affected by the ongoing capital expansion project. Periodic rolling plant shut downs have been necessary throughout the first nine months of the year as new equipment is installed and/or adjusted. A final plant shut down is scheduled to begin at the end of December and last for six to eight weeks.
Operating Expenses (in thousands):
 
 
  
Nine Months Ended September 30, 2013
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Selling, general and administrative
  
$
2,794
    
$
1,801
    
$
3,615
    
$
8,210
  
Professional fees
    
850
      
-
      
365
      
1,215
  
Impairment of property
    
-
      
300
      
-
      
300
  
Total operating expenses
  
$
3,644
    
$
2,101
    
$
3,980
    
$
9,725
  

 
  
Nine Months Ended September 30, 2012
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Selling, general and administrative
  
$
3,263
    
$
2,743
    
$
3,561
    
$
9,567
  
Professional fees
    
542
      
-
      
811
      
1,353
  
Intersegment fees
    
(169
)
    
-
      
169
      
-
  
Impairment of property
    
-
      
1,069
      
-
      
1,069
  
Total operating expenses
  
$
3,636
    
$
3,812
    
$
4,541
    
$
11,989
  

 
  
Favorable (Unfavorable) Change
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Selling, general and administrative
  
$
469
    
$
942
    
$
(54
)
  
$
1,357
  
Professional fees
    
(308
)
    
-
      
446
      
138
  
Intersegment fees
    
(169
)
    
-
      
169
      
-
  
Impairment of property
    
-
      
769
      
-
      
769
  
Total operating expenses
  
$
(8
)
  
$
1,711
    
$
561
    
$
2,264
  

Consolidated operating expenses were $9.7 million for the first nine months of 2013, compared to $12.0 million for the first nine months of 2012, an improvement of $2.3 million. The improvement related to lower selling, general and administrative expenses (SG&A) and lower impairment charges.

The improvement in Corporate segment SG&A of $0.5 million related to (i) a $0.2 million reduction in compensation expense for stock options and payroll as a result of reduction in force and the end of stock option vesting periods and (ii) $0.2 million lower depreciation expense.

USA segment SG&A expenses decreased $0.9 million due to a $0.4 million change in gain on sale of excess property and $0.4 million lower depreciation expense. Depreciation expense was lower in 2013 as a result of an impairment charge taken in the second quarter of 2012. On a combined basis, Corporate and USA segment SG&A declined a total of $1.4 million.

Brazil segment SG&A expense decreased $0.1 million. The $0.4 million reduction in expense from the 9.4% change in exchange rates between periods was offset by $0.4 million in severance costs associated with 2013 headcount reductions.

Brazil segment professional fees decreased $0.4 million because effective January 1, 2013, the Brazil segment no longer pays investor fees to the investors in Nutra SA. The investors in Nutra SA have agreed to waive all investor fees until further notice. The impact of the lower Brazil segment professional fees was largely offset by the higher Corporate segment legal fees.

The reduction in USA segment impairment charges between periods contributed $0.8 million to the improvement in consolidated operating expenses. The impairment charge in the nine months ended September 30, 2012, related to the impairment of machinery and equipment not currently in use, which was written down $1.1 million to its estimated fair value in the second quarter of 2012. In the first quarter of 2013, we reevaluated the machinery and equipment not in use and, based on current market conditions, recorded an additional impairment of $0.3 million. The estimate of net realizable value is subject to change.
Other Income (Expense) (in thousands):

 
  
Nine Months Ended September 30, 2013
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Interest income
  
$
-
    
$
-
    
$
74
    
$
74
  
Interest expense
    
(1,541
)
    
-
      
(1,338
)
    
(2,879
)
Foreign currency exchange, net
    
-
      
-
      
(346
)
    
(346
)
Change in fair value of derivative warrant and conversion liabilities
    
(1,918
)
    
-
      
-
      
(1,918
)
Loss on extinguishment
    
(526
)
    
-
      
-
      
(526
)
Financing expense
    
(564
)
    
-
      
-
      
(564
)
Other
    
(63
)
    
-
      
(268
)
    
(331
)
Other income (expense)
  
$
(4,612
)
  
$
-
    
$
(1,878
)
  
$
(6,490
)

 
  
Nine Months Ended September 30, 2012
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Interest income
  
$
19
    
$
-
    
$
47
    
$
66
  
Interest expense
    
(494
)
    
(17
)
    
(792
)
    
(1,303
)
Foreign currency exchange, net
    
-
      
-
      
(573
)
    
(573
)
Change in fair value of derivative warrant and conversion liabilities
    
4,008
      
-
      
-
      
4,008
  
Loss on extinguishment
    
(4,941
)
    
-
      
-
      
(4,941
)
Financing expense
    
(2,184
)
    
-
      
-
      
(2,184
)
Other
    
-
      
-
      
(151
)
    
(151
)
Other income (expense)
  
$
(3,592
)
  
$
(17
)
  
$
(1,469
)
  
$
(5,078
)

 
  
Favorable (Unfavorable) Change
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Interest income
  
$
(19
)
  
$
-
    
$
27
    
$
8
  
Interest expense
    
(1,047
)
    
17
      
(546
)
    
(1,576
)
Foreign currency exchange, net
    
-
      
-
      
227
      
227
  
Change in fair value of derivative warrant and conversion liabilities
    
(5,926
)
    
-
      
-
      
(5,926
)
Loss on extinguishment
    
4,415
      
-
      
-
      
4,415
  
Financing expense
    
1,620
      
-
      
-
      
1,620
  
Other
    
(63
)
    
-
      
(117
)
    
(180
)
Other income (expense)
  
$
(1,020
)
  
$
17
    
$
(409
)
  
$
(1,412
)

Consolidated other expense was $6.5 million for the first nine months of 2013, compared to other expense of $5.1 million for the first nine months of 2012. The $1.4 million increase in other expense was comprised of the following:
· a $1.6 million increase in interest expense, as a result of (i) an increase in average debt and interest bearing payables outstanding in both the Corporate and Brazil segments and (ii) the increase in interest expense in the Corporate segment as a result of amortizing the debt discount on a senior debenture when the principal was paid in 2013;
· a Corporate segment $5.9 million increase in expense from the change in the fair value of derivative warrant and conversion liabilities. Our liability warrants and conversion liabilities are valued using the lattice model each reporting period and the resulting change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants and make certain other assumptions. The negative impacts as a result of the changes in our stock price between periods and the unfavorable impacts of the increase in average outstanding derivative contracts contributed to the increase in expense.
These higher expenses were offset by:
· the $4.4 million reduction in Corporate segment loss on extinguishment. In 2013, the extinguishment losses were related to the conversion of $0.3 million of our senior debenture and the prepayment of $0.3 million on those debentures as described in the Debt note to the consolidated financial statements included herein;
· the $1.6 million reduction in Corporate segment financing expense. In 2013, the loss was associated with the issuance of subordinated convertible notes and related warrants and represented the excess of the fair value of the derivative conversion and warrant liabilities, and other consideration, at issuance over the proceeds from issuance, as described in the Debt footnote to the consolidated financial statements;
· a $0.2 million improvement in foreign exchange, related to the Brazil segments US Dollar denominated debt, as a result of the 9.4% decline in the average exchange rate between periods.
Liquidity and Capital Resources

We continue to experience losses and negative cash flows from operations on a consolidated basis which raises substantial doubt about our ability to continue as a going concern. We currently have insufficient funds to support our operations in the near term. We believe that following this offering, we will have sufficient funds necessary to continue as a going concern. Part of the proceeds from this offering will be used to fund the acquisition of H&N and the capital expansion project in Brazil. We believe that following the acquisition of H&N and the completion of the capital expansion project in Brazil, we will become cash flow positive, although there can be no assurances that our efforts will prove successful. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

With respect to liquidity and capital resources, we manage the Brazil segment, consisting currently of our plant in Brazil, separately from our U.S. based Corporate and USA segments. Cash on hand at our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the limited liability company agreement for Nutra SA.

Cash used in operating activities for 2012 and 2011, is presented below by segment (in thousands).

 
  
2012
  
 
  
Corporate and USA
    
Brazil
    
Consolidated
  
Net loss
  
$
(7,816
)
  
$
(3,320
)
  
$
(11,136
)
Adjustments to reconcile net loss to net cash used in operations:
                        
Depreciation and amortization
    
2,071
      
2,541
      
4,612
  
Change in fair value of derivative warrant and conversion liabilities
    
(5,420
)
    
-
      
(5,420
)
Financing expense
    
2,184
      
-
      
2,184
  
Loss on extinguishment
    
4,941
      
-
      
4,941
  
Impairment of property
    
1,069
      
-
      
1,069
  
Other adjustments, net
    
1,333
      
(931
)
    
402
  
Changes in operating asset and liabilities:
                        
Pre-petition liabilities
    
(1,615
)
    
-
      
(1,615
)
Other changes, net
    
(413
)
    
554
      
141
  
Net cash used in operating activities
  
$
(3,666
)
  
$
(1,156
)
  
$
(4,822
)

 
  
2011
  
 
  
Corporate and USA
    
Brazil
    
Consolidated
  
Net loss
  
$
(8,506
)
  
$
(2,369
)
  
$
(10,875
)
Adjustments to reconcile net loss to net cash used in operations:
                        
Depreciation and amortization
    
2,418
      
2,562
      
4,980
  
Change in fair value of derivative warrant liability
    
(332
)
    
-
      
(332
)
Impairment of intangibles and property
    
1,592
      
-
      
1,592
  
Recovery from former customer
    
(1,000
)
    
-
      
(1,000
)
Other adjustments, net
    
2,063
      
(266
)
    
1,797
  
Changes in operating asset and liabilities:
                        
Pre-petition liabilities
    
(4,790
)
    
-
      
(4,790
)
Other changes, net
    
(206
)
    
(318
)
    
(524
)
Net cash used in operating activities
  
$
(8,761
)
  
$
(391
)
  
$
(9,152
)
Corporate and USA

On a combined basis, the Corporate and USA segments used (i) $3.7 million of cash in operating activities in 2012 compared to $8.8 million in 2011. Prepetition liability payments in 2012 and 2011 were $1.6 million and $4.8 million, respectively.

We took steps in 2012 and 2011 to achieve profitability and liquidity by reducing our U.S. based employee headcount at both the corporate and plant operations level. In the ongoing effort to improve profitability, significant emphasis will be placed on growing revenues. The growth of revenues is expected to include the following:

· growth in existing markets for stabilized rice bran (SRB), rice bran oil (RBO) and defatted rice bran (DRB);
· expanding our product offerings and improving existing products;
· aligning with strategic partners who can provide channels for additional sales of our products; and
· implementing price increases.

We may also monetize certain assets which could result in additional impairment of asset values. Asset monetization may include some or all of the following:

· sale of certain facilities;
· sale of a noncontrolling interest in one or more subsidiaries; or
· sale of surplus equipment.

We continue to work to improve Corporate and USA segment cash flows from operations. We made final distributions to unsecured creditors in the first quarter of 2012 which reduced pre-petition liabilities by $1.6 million. Payments of pre-petition liabilities reduced cash flows from operations in the periods paid, but were in payment of obligations incurred prior to our November 2009 filing of the voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. The funds for the 2012 distributions, included in cash used in operations, were derived from receipts on notes receivable, and proceeds from issuances of the subordinated convertible notes, senior convertible debentures and related warrants in January 2012.

Cash used in investing activities in 2012 included $0.6 million of proceeds from the sale of USA segment equipment, $0.7 million from collections of USA segment notes receivable and $0.2 million of restricted cash released for the payment of pre-petition liabilities.

Cash provided by financing activities in 2012 included $3.6 million of proceeds, net of costs (primarily legal and investment banking fees), which we received from the issuances of subordinated convertible notes, the senior convertible debenture and related warrants. The net proceeds of $3.6 million were used to fund the working capital needs of the Corporate and USA segments, including payments to the unsecured creditors. In addition, during 2012, the Corporate and USA segments received $1.5 million in proceeds from senior and subordinated debt issuances and paid $2.2 million on debt.
Cash used in operating activities for the nine months ended September 30, 2013 and 2012, is presented below by segment (in thousands).

 
  
Nine Months Ended September 30, 2013
  
 
  
Corporate and USA
    
Brazil
    
Consolidated
  
Net loss
  
$
(8,152
)
  
$
(3,332
)
  
$
(11,484
)
Adjustments to reconcile net loss to net cash used in operations:
                        
Depreciation and amortization
    
1,040
      
1,935
      
2,975
  
Change in fair value of derivative warrant and conversion liabilities
    
1,918
      
-
      
1,918
  
Loss on extinguishment
    
526
      
-
      
526
  
Financing expense
    
564
      
-
      
564
  
Impairment of property
    
300
      
-
      
300
  
Other adjustments, net
    
703
      
(1,322
)
    
(619
)
Changes in operating assets and liabilities
    
437
      
2,861
      
3,298
  
Net cash used in operating activities
  
$
(2,664
)
  
$
142
    
$
(2,522
)

 
  
Nine Months Ended September 30, 2012
  
 
  
Corporate and USA
    
Brazil
    
Consolidated
  
Net loss
  
$
(8,166
)
  
$
(2,416
)
  
$
(10,582
)
Adjustments to reconcile net loss to net cash used in operations:
                        
Depreciation and amortization
    
1,744
      
1,879
      
3,623
  
Change in fair value of derivative warrant and conversion liabilities
    
(4,008
)
    
-
      
(4,008
)
Loss on extinguishment
    
4,941
      
-
      
4,941
  
Financing expense
    
2,184
      
-
      
2,184
  
Impairment of property
    
1,069
      
-
      
1,069
  
Other adjustments, net
    
1,068
      
(792
)
    
276
  
Changes in operating asset and liabilities:
                        
Pre-petition liabilities
    
(1,615
)
    
-
      
(1,615
)
Other changes, net
    
(397
)
    
609
      
212
  
Net cash used in operating activities
  
$
(3,180
)
  
$
(720
)
  
$
(3,900
)
 
Corporate and USA

On a combined basis, the Corporate and USA segments used $2.7 million of cash in operating activities in the first nine months of 2013 compared to $3.2 million in the first nine months of 2012.

In the ongoing effort to achieve profitability, significant emphasis will be placed on growing revenues. The growth of revenues is expected to include the following:

· growth in existing markets for stabilized rice bran (SRB), rice bran oil (RBO) and defatted rice bran (DRB);
· expanding our product offerings and improving existing products;
· aligning with, or acquiring, strategic partners who can provide channels for additional sales of our products; and
· implementing price increases.

We may also monetize certain assets which could result in additional impairment of asset values. Asset monetization may include some or all of the following:

· sale of certain facilities;
· sale of an interest in one or more subsidiaries; or
· sale of surplus equipment.

We continue to work to improve Corporate and USA segment cash flows from operations. We made final distributions to unsecured creditors in the first quarter of 2012 which reduced pre-petition liabilities by $1.6 million. Payments of pre-petition liabilities reduced cash flows from operations in the periods paid, but were in payment of obligations incurred prior to our November 2009 filing of the voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. The funds for the 2012 distributions, included in cash used in operations, were derived from receipts on notes receivable, and proceeds from issuances of the subordinated convertible notes, senior convertible debentures and related warrants in January 2012.
Cash used in investing activities in the first nine months of 2013 and 2012 included $0.8 million and $0.3 million of proceeds from the sale of USA segment equipment. Proceeds from the 2013 sales were used for general corporate purposes. The first nine months of 2012, also included $0.7 million from collections of USA segment notes receivable and $0.2 million of restricted cash released for the payment of pre-petition liabilities.

In 2011, we entered into an agreement with a partner with the goal of developing technology to extract and concentrate protein from rice bran. In March 2013, the agreement was mutually terminated under terms whereby we each received (i) the right to separately develop, modify and improve the jointly developed technology owned by the partner and (ii) we received a nonexclusive, royalty free, perpetual license to that technology (License). We agreed to pay the partner $1.2 million as a lump sum in April 2013. In April 2013 we sold a 50% interest in our subsidiary holding the License and paid this $1.2 million obligation to the partner with the proceeds of the sale.

Cash provided by financing activities in the first nine months of 2013 and 2012 included $0.5 million and $3.6 million of proceeds, net of costs, which we received from the issuance of subordinated convertible debt, the senior convertible debenture and related warrants (see the Debt note to the consolidated financial statements). The net proceeds were used to fund the working capital needs of the Corporate and USA segments, including distributions to the unsecured creditors in 2012.

Borrowings under a revolving credit facility with TCA Global Credit Master Fund, LP (TCA), effective May 2013, as amended July 2013, October 2013 and December 2013 are evidenced by a revolving note which accrues interest at the rate of 12% per year and is due in January 2014. We owe TCA various other fees under the agreement that are expected to average approximately 7% of average borrowings per year.

USA segment accounts receivable collections are required to be directed to a TCA owned account. Collections TCA receives, in excess of amounts due for interest and fees and mandatory cumulative repayments are treated as additional repayments and reduce amounts outstanding. There are minimum repayments beginning in January 2014 and the note must be repaid in full by November 2014. Minimum cumulative repayments are $0.6 million as of March 2014, $1.3 million as of June 2014 and $2.2 million as of September 2014. Until cumulative repayments equal the required minimum, TCA may withhold 20% of collections. We may request, on a weekly basis, that TCA advance us any amounts collected in excess of amounts (i) due for interest and fees and (ii) required to meet the minimum cumulative repayments. During the second and third quarters of 2013, amounts outstanding under the agreement averaged $0.5 million and $1.5 million.

In May 2013, we borrowed $1.4 million under the TCA revolving note. The proceeds, net of cash expenses, totaled $1.2 million and were used to (i) pay down $0.4 million of debt, (ii) fund a $0.5 million investment in Nutra SA and (3) for general corporate purposes. In July 2013, we borrowed an additional $0.6 million (second tranche). The net proceeds of $0.6 million were used to make a $0.1 million investment in Nutra SA and for general corporate purposes . In October 2013, we borrowed an additional $0.8 million under the TCA revolving note (third tranche). The net proceeds of $0.7 million were used to make a $0.3 million investment in Nutra SA and for general corporate purposes. On December 11, 2013, the TCA revolving note was amended to provide that upon our raising at least $7.0 million in this offering, TCA's ability to convert the note upon an event of default would be removed. Under the amendment, we also agreed to accelerate payment of an additional $500,000 of principal to TCA on January 31, 2014 and agree to pay TCA a fee of $100,000. We do not expect to be able to borrow additional funds under this facility in the near term.
 
Brazil

The Brazil segment provided $0.1 million in operating cash in the first nine months of 2013, compared to using $0.7 million of operating cash in the first nine months of 2012. The reduction in use of cash was primarily the result of increased payables. Irgovel negotiated extended payment terms with certain vendors during the second quarter of 2013.

Irgovel is currently undergoing a capital expansion project involving installation of new equipment and improvements to existing infrastructure. As of September 30, 2013, additional capital expenditures on the project are expected to total R$2.5 million ($1.1 million at the September 30, 2013 exchange rate) of which R$1.3 million ($0.6 million) was included in accounts payable as of September 30, 2013. As a result of the project, we also expect production at the Irgovel facility to shut down near the end of December 2013 for approximately six to eight weeks while certain new equipment is brought on line. The timing of this shut down is subject to change based on availability of funds, the timing of the delivery of equipment from suppliers, the availability of installers and other factors. Where possible, we intend to stockpile certain inventory for sale during the period the plant is shutdown. However, this inventory may not be adequate to timely fulfill all outstanding orders during this period. In addition, during such shutdown, we will have to continue to expend capital to maintain the Irgovel facility and equipment. Facility shut-down and subsequent restart expenses may adversely affect operating results in the periods in which these events occur.

The investors who hold a 49.1% interest in Nutra SA, which owns Irgovel, have invested an additional $0.9 million in Nutra SA in the fourth quarter of 2013. If we do not contribute at least $3.0 million to Nutra SA by December 31, 2013, we will lose governance control of Nutra SA and the investors may gain the rights to additional preferences upon liquidation or sale. Proceeds from this offering should enable us to make an additional capital investment in Nutra SA, sufficient to (i) complete the capital expansion projects, (ii) provide the working capital Irgovel requires and (iii) maintain a majority ownership interest in and governance control of Nutra SA.
In the second and third quarters of 2013, we transferred $0.7 million and $0.1 million in cash to Nutra SA. In exchange, title was returned to us for certain equipment contributed to Nutra SA in December 2012 with an historical cost of $0.2 million. In the fourth quarter of 2013, we transferred an additional $0.3 million in cash to Nutra SA.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing and liquidity support or market risk or credit support risk to us.

Financial Projections

Any projections set forth below or elsewhere in this prospectus have been prepared by our management in good faith on a basis believed to be reasonable. Such projections involve significant elements of subjective judgment and analysis as well as risks (many of which are beyond our control). As such, no representation can be made as to the attainability of our projections. Investors are cautioned that such projections have not been audited and have not been prepared in conformance with generally accepted accounting principles (GAAP). For a listing of risks and other factors that could impact our ability to attain our projected results, please see “Cautionary Notes Regarding Forward-Looking Statements” and “Risk Factors”.

BDO USA, LLP, our independent registered public accountants have not audited, reviewed, compiled or performed any procedures with respect to the projected financial information. Accordingly, BDO USA, LLP does not express an opinion or any other form of assurance with respect thereto.
 
We generally do not publish our business plans and strategies or make external disclosures of our anticipated financial position or results of operations. Accordingly, we do not currently intend to update or otherwise revise the projected financial information to reflect circumstances arising since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be no longer appropriate. Furthermore, we currently do not intend to update or revise the projected financial information to reflect changes in general economic or industry conditions.
 
Our projections for 2014 and 2013 are summarized below (amounts in thousands):

 
  
Corporate and USA Segments
    
Brazil Segment
    
Consolidated
  
 
  
   
   
 
Year Ended December 31, 2014
  
   
   
 
Revenues
  
$
29,494
    
$
29,903
    
$
59,397
  
Gross Profit
  
$
10,211
    
$
5,387
    
$
15,598
  
Gross Profit Percentage
    
34.6
%
    
18.0
%
    
26.3
%
Adjusted EBITDA
  
$
1,967
    
$
4,036
    
$
6,003
  
 
                        
Year Ended December 31, 2013
                        
Revenues
  
$
11,912
    
$
21,136
    
$
33,048
  
Gross Profit
  
$
2,924
    
$
2,506
    
$
5,430
  
Gross Profit Percentage
    
24.5
%
    
11.9
%
    
16.4
%
Adjusted EBITDA
  
$
(2,778
)
  
$
(1,134
)
  
$
(3,912
)

We utilize “Adjusted EBITDA” as a supplemental measure in our ongoing analysis of short term and long term cash requirement and liquidity needs. Adjusted EBITDA does not represent cash flows from operations as defined by GAAP, is not a measure derived in accordance with GAAP and should not be considered as an alternative to net income (the most comparable GAAP financial measure to EBITDA). Management uses Adjusted EBITDA as an indicator of our current financial performance. By eliminating the impact of all material non-cash charges as well as items of a non-recurring nature (see items delineated below), we believe that Adjusted EBITDA provides a more accurate and informative indicator of our cash requirements. The reconciliation of GAAP and non-GAAP financial measures for the projected periods are determined as follows:

Beginning with Net income/(loss) as determined by GAAP, the following items are added back:
· Interest expense and interest income
· Income taxes
· Depreciation and amortization expenses
· Share based compensation expense (stock option grants and stock grants)
· Bonus accruals for management
· Gain or loss for sale of fixed assets
· Losses from impairment of long lived assets
· Financing expenses related to debt issuances with derivative rights
· Losses from extinguishment of debt
· Foreign currency gains and losses
· Derivative warrant liability expense or income; and
· Non-recurring severance payments.

The resulting amount from the above calculation is defined as “Adjusted EBITDA”. Management uses Adjusted EBITDA as an indicator of cash flow either generated by or used in normalized operations without consideration of changes in working capital. Reconciliations of GAAP net income to Adjusted EBITDA are not provided because we cannot provide the reconciliation without unreasonable effort, because we are unable to determine the exact amounts of the components of GAAP net income for the 2013 and 2014 fiscal years. Due to the very nature of certain reconciling items, it is not possible to predict with any reliability what future outcomes may be with regard to the expense or income that may ultimately be recognized in future periods.

The financial estimates reflected in the above table are based on many assumptions, one or more of which could prove to be inaccurate in material respects. If one or more of these assumptions prove inaccurate or if future results differ from expected results, then our actual future results could be less favorable, and could be materially less favorable, than the results contemplated by the above estimates. Assumptions underlying the above estimates include the following:
 
USA Segment Assumptions

For year ended December 31, 2014:
 
1. We assume that we will successfully raise at least $7.0 million in net proceeds under this offering by December 31, 2013.

2. We further assume that we will complete the acquisition of H&N by January 1, 2014 and that H&N operates as a wholly-owned subsidiary effective January 1, 2014 for the entire 2014 financial year.

3. Based on historical revenues, current customer activity and commitments under recently signed minimum purchase agreements, we assume 2014 annual revenues for H&N will be $15.0 million at over 30% gross margin.

4. We expect H&N 2014 operating expenses will be $2.3 million based on current expense levels and anticipated staffing needs.

5. We assume that all current customers with minimum purchase agreements in place continue as customers and meet their contractual minimum purchase obligations.

6. We expect sales to new customers utilizing our SRB products for meat applications and cereal ingredient inclusion to start the year at low or no sales and increase throughout the year, contributing nearly 4% growth towards the overall increase in revenues for 2014.

7. We assume that raw rice bran costs per metric ton remain at third quarter 2013 levels.

8. We assume that volume production from an existing production facility diminishes to immaterial amounts and is consolidated into other plants, and another production facility remains idle.

9. We assume about $0.5 million in capital project expenditures in 2014, including plant upgrades and capacity expansion at the Dillon, Montana facility.

10. We assume our efforts to rationalize manufacturing facilities will increase capacity utilization in the second half of 2014 at remaining plants by approximately 5%.
11. In 2014, we assume an increase in corporate overhead selling expense of 37% from the prior year’s levels primarily due to the acquisition of H&N and the re-staffing and filling of open sales positions.

For year ended December 31, 2013:

1. Actual results are included through September 30, 2013.

2. For the fourth quarter of 2013, we assume that revenues will remain constant with the third quarter 2013, with the exception of a reduction of $50,000 per week in revenues from the loss of a large, low-margin animal nutrition customer.

3. We expect margins to improve by 3 percentage points in December due to the loss of our lowest margin revenues related to the customer noted above.

4. Raw rice bran costs per metric ton remain at third quarter levels throughout 2013.

5. Operating expenses remain at third quarter levels through the end of year.

6. For the fourth quarter of 2013, no amounts were projected for derivative warrant liability income/expense due to the unpredictability of determining such amounts and their non-cash nature.

7. For the fourth quarter of 2013, we assume that plant operations remain at third quarter levels with regard to volumes processed, capacity, capital expenditures or cost structures with the exception of volumes related to item 2 above.

Brazil Segment Assumptions

For year ended December 31, 2014:

1. Assumes an exchange rate of US$1 to R$2.38.

2. A plant shutdown in order to conduct upgrades that will increase rice bran oil extraction capacity begins in January 2014 and completes in late February 2014. No production will occur during the shutdown period.

3. Revenue for 2014 is projected to grow 40% over 2013 assuming (i) no revenue during the 6 week shutdown period in January and February; and (ii) a build-up in raw rice bran processed from 6,000 metric tons per month in March 2014 building to 8,900 metric tons per month in the fourth quarter of 2014 resulting from the 50% increase in rice bran oil extraction capacity.

4. Raw rice bran costs are projected to remain at fourth quarter 2013 levels.

5. Plant operating efficiencies related to higher raw rice bran processing levels, without a corresponding increase in labor or plant overhead expenses, are projected to result in significant gross profit margin improvement.

6. Operating expense growth for 2014 is projected to increase 10% over 2013 amounts in order to support the expected 50% increase in raw rice bran processing capacity and a 40% increase in sales revenue.

For year ended December 31, 2013:

1. Assumes an exchange rate of US$1 to R$2.38.

2. Actual results are included through the third quarter of 2013.

3. Revenues for the fourth quarter 2013 are projected to remain constant with third quarter 2013 amounts through the end of the year.
4. Raw rice bran costs per metric ton are projected to remain at current levels.

5. For the fourth quarter of 2013, we assume raw rice bran processing levels on average remain consistent with third quarter production levels at approximately 5,800 metric tons per month.

6. Plant labor, plant overhead and operating expenses for the projected period remain consistent with actual results through September 2013.

Critical Accounting Policies

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) requires us to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts presented and disclosed in the financial statements. We review these estimates and assumptions based on historical experience, changes in business conditions and other relevant factors that we believe to be reasonable under the circumstances. In any given reporting period, actual results could differ from the estimates and assumptions used in preparing our financial statements.

Critical accounting policies are those that may have a material impact on our consolidated financial statements and also require us to exercise significant judgment due to a high degree of uncertainty at the time the estimate is made. We have discussed the development and selection of our accounting policies, related accounting estimates and the disclosures set forth below with the audit committee of our board of directors. We believe our critical accounting policies include those addressing revenue recognition, allowance for doubtful accounts, inventories, long lived assets, intangible assets, goodwill and derivative liabilities.

Principles of Consolidation

The consolidated financial statements include the accounts of RiceBran Technologies and all subsidiaries in which we have a controlling interest. All significant inter-company accounts and transactions are eliminated in consolidation. Noncontrolling interests in our subsidiaries are recorded net of tax as net earnings (loss) attributable to noncontrolling interests.

Foreign Currencies

The consolidated financial statements are presented in our reporting currency, U.S. Dollars. The functional currency for Irgovel is the Brazilian Real. Accordingly, the balance sheet of Irgovel is translated into U.S. Dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates in effect during the period. Translation differences are recorded in accumulated other comprehensive income (loss) as foreign currency translation. Gains or losses on transactions denominated in a currency other than the subsidiaries’ functional currency which arise as a result of changes in foreign exchange rates are recorded as foreign exchange gain or loss in the statements of operations.

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. As of June 30, 2013, we maintain our cash, including restricted cash, and cash equivalents, with major banks. We maintain cash in bank accounts, which at times may exceed federally insured limits. We have not experienced any losses on such accounts.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable represent amounts receivable on trade accounts. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts and the aging of accounts receivable. We analyze the aging of customer accounts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. From period to period, differences in judgments or estimates utilized may result in material differences in the amount and timing of our provision for doubtful accounts. We continue to evaluate our credit policy to ensure that the customers are worthy of terms and support our business plans.

Inventories

Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method. In the USA segment, we employ a full absorption procedure using standard cost techniques. The standards are customarily reviewed and adjusted annually so that they are materially consistent with actual purchase and production costs. In the Brazil segment we use actual average purchase and production costs. Provisions for potentially obsolete or slow moving inventory are made based upon our analysis of inventory levels, historical obsolescence and future sales forecasts.
Long-Lived Assets, Intangible Assets and Goodwill

Long-lived assets, consisting primarily of property, intangible assets, and goodwill, comprise a significant portion of our total assets. Property is stated at cost less accumulated depreciation. Intangible assets are stated at cost less accumulated amortization.

The carrying values of property and intangible assets with finite lives are evaluated periodically in relation to the expected future cash flows of the underlying assets and monitored for other potential triggering events that might indicate impairment. Adjustments are made in the event that estimated undiscounted net cash flows estimated to be derived from the asset are less than the carrying value of the related asset. The cash flow projections are based on historical experience, management’s view of growth rates within the industry, and the anticipated future economic environment.

We are required to test goodwill for impairment at least annually (by policy, December 31) and more often if an event occurs or circumstances change that more likely than not reduce the fair value of a reporting unit below its carrying value. In assessing the recoverability of goodwill, we make estimates and assumptions about sales, operating margin, terminal growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. The fair value of a reporting unit has been determined using an income approach based on the present value of the future cash flows of each reporting unit. The goodwill impairment test compares the fair value of individual reporting units to the carrying value of these reporting units. If fair value is less than carrying value then goodwill impairment may be present and a corresponding write down would be recorded. The market value of our common stock is an indicator of fair value and a consideration in determining the fair value of our reporting units.

Revenue Recognition

We recognize revenue for product sales when title and risk of loss pass to our customers, generally upon shipment for USA segment customers and Brazil segment international customers, and upon customer receipt for Brazil segment domestic customers. Each transaction is evaluated to determine if all of the following four criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the selling price is fixed and determinable; and (iv) collectability is reasonably assured. If any of the above criteria cannot be satisfied then such a transaction is not recorded as revenue, or is recorded as deferred revenue and recognized only when the sales cycle is complete and payment is either received or becomes reasonably assured. Changes in judgments and estimates regarding the application of the above mentioned four criteria might result in a change in the timing or amount of revenue recognized by such transactions.

We make provisions for estimated returns discounts, and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities.

Shipping and Handling Fees and Costs

Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold.

Research and Development

Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses. External expenses consist of costs associated with product development. All such costs are charged to expense in the period they are incurred.

Derivative Conversion Liabilities

We have certain convertible debt outstanding that contain anti-dilution clauses. Under these clauses, we may be required to lower the conversion price on the convertible debt based on future issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain conversion prices. We account for the conversion liabilities associated with these anti-dilution clauses as liability instruments, separate from the host debt. The conversion liabilities are classified as debt on our consolidated balance sheets. These conversion liabilities are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations in other income (expense).

Derivative Warrant Liabilities

We have certain warrant agreements in effect that contain anti-dilution clauses. Under these clauses, we may be required to lower the exercise price on these warrants and issue additional warrants based on future issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain exercise prices. We account for the warrants with these anti-dilution clauses as liability instruments. These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations in other income (expense).
Share-Based Compensation

Share-based compensation expense for employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest, reduced for estimated forfeitures, and expensed on a straight-line basis over the requisite service period of the grant. Forfeitures are estimated at the time of grant based on our historical forfeiture experience and are revised in subsequent periods if actual forfeitures differ from those estimates. 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 treat options granted to employees of foreign subsidiaries as equity options. We use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model.

We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally we value options granted to non-employees and consultants using the Black-Scholes-Merton valuation model. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The expense of stock awards issued to consultants or other third parties 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 value is re-measured each reporting period over the requisite service period. Most non-employee awards have graded vesting schedules resulting in higher compensation expense recorded early in the service period.

Income Taxes

We account for income taxes by recording a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for financial reporting and tax purposes during the year.

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 the deferred tax asset if it is “more likely than not” that the related tax benefits will not be realized.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the uncertainty inherent in such estimates, actual results could differ from those estimates.
OUR BUSINESS

Overview

History and Our Corporate Structure

We incorporated under the laws of the State of California on March 18, 1998. From July 2003 until October 2012, our corporate name was “NutraCea”. Our common stock is currently trading over-the-counter under the symbol “RIBT.” In November 2009, we filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. The bankruptcy proceeding did not include any of our subsidiaries. We managed our assets and operated our business as “debtor-in-possession” under the jurisdiction of the bankruptcy court from November 2009 until we successfully exited Chapter 11 proceedings in November 2010, under an amended plan of reorganization. In January 2012, we made the final payments to our unsecured creditors under the amended plan of reorganization. All creditors under the amended plan were paid all amounts due to them, including interest.

We are a human food ingredient, nutritional supplement and animal nutrition company focused on value-added processing and marketing of healthy, natural and nutrient dense products derived from raw rice bran (RRB), an underutilized by-product of the rice milling industry.

Using our bio-refining business model, we apply our proprietary and patented technologies and intellectual properties to convert RRB into numerous high value products including stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB), RiBalance (a complete rice bran nutritional package derived from further processing of SRB), RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB), ProRyza rice bran protein products and a variety of other valuable derivatives extracted from these core products.

Our target markets are natural food, functional food, nutraceutical supplement and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally.

In February 2008, through our Delaware subsidiary Nutra S.A., we acquired 100% ownership of Irgovel, our rice bran oil processing plant in Pelotas, Brazil. During 2011, we sold approximately 49% of our ownership of Nutra SA, to AF Bran Holdings-NL LLC and AF Bran Holding LLC.

We have three reportable business segments: (i) USA segment, which manufactures and distributes SRB in various granulations along with Stage II products and derivatives; (ii) Brazil segment, which extracts crude RBO and DRB from rice bran, which are then further processed into fully refined rice bran oil for sale internationally and in Brazil, compounded animal nutrition products for horses, cows, swine, sheep and poultry and a number of valuable human food and animal nutrition products derivatives and co-products; and (iii) Corporate segment, which includes our corporate staff, general and administrative expenses including public company expenses, intellectual property, professional fees, and other expenses not directly attributable to other segments. No Corporate allocations, including interests, are made to the other segments.

The combined operations of our USA and Brazil segments encompass our bio-refining approach to processing RRB into various high quality, value-added constituents and finished products. Over the past decade, we have developed and optimized our proprietary bio-refining processes to support the production of healthy, natural, hypoallergenic, gluten free, and non-genetically modified ingredients and supplements for use in human meats, baked goods, cereals, coatings, health foods, nutritional supplements, nutraceuticals and high-end animal nutrition and health products.

USA Segment

The USA segment consists of two locations in California and one location in Louisiana all of which produce SRB. A second SRB plant located in Lake Charles, Louisiana has been idle since May 2009 and the operating equipment from that plant has been sold. The USA segment also includes our Dillon, Montana Stage II facility which produces our Stage II products RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB), RiBalance (a complete rice bran nutritional package derived from further processing SRB), ProRyza P-35 (a water-dispersible 35% protein extract from SRB) and ProRyza PF-20/50 (a 20% protein and 50% insoluble dietary fiber extract of SRB). Stage II refers to the proprietary processes run at our Dillon, Montana facility and includes products produced at that facility using our patented processes. The manufacturing facilities included in our USA segment have proprietary processing equipment and patented technology for the stabilization and further processing of rice bran into finished products. In 2013, approximately 55% of USA segment revenue is from sales of human food products and approximately 45% is from sales of animal nutrition products. We lease a 28,000 square foot facility in West Sacramento, California that houses a laboratory, warehouse and production facilities. Two rice bran stabilization facilities are co-located within supplier rice mills in Arbuckle and West Sacramento, California.
Brazil Segment

The Brazil segment consists of the consolidated operations of Nutra SA, whose only operating subsidiary is Irgovel, located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human ingredient and animal nutrition markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. Irgovel recently started production of rice lecithin, which has application in human nutrition, animal nutrition and industrial applications. DRB is compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market, sold as a raw material for further processing into human food ingredients or sold in bulk into the animal nutrition markets in Brazil and neighboring countries. In 2013, approximately 40% of Brazil segment product revenue is from sales of RBO products and 60% is from sales of DRB products.

Our Irgovel subsidiary is comprised of several facilities on approximately 19 acres in Pelotas, Brazil. These facilities include a plant for extraction of RBO from raw rice bran, RBO refining processes, compounded animal nutrition manufacturing, consumer RBO bottling, distilled fatty acid manufacture, lecithin manufacture, and support systems including steam generation, maintenance, administrative offices and a quality assurance laboratory.

Ownership Interest in Nutra SA

In December 2010, we entered into a membership interest purchase agreement with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (collectively, the Investors). The Investors agreed to purchase a 35.6% interest in Nutra SA for an aggregate purchase price of $7.7 million. The Corporate segment received $4.0 million of the proceeds from such sale. The remaining amount of $3.7 million, less $0.5 million retained by Nutra SA for administrative expenses, was invested in the Brazil segment for capital improvements and working capital needs. We received in the second quarter of 2011, an additional $3.0 million from the Investors - $1.0 million for the purchase of outstanding units in Nutra SA from the Corporate segment, which was used by that segment for working capital, and $2.0 million for the purchase of new units in Nutra SA, which was used by Irgovel to fund a capital expansion. In the third quarter of 2011, the Investors purchased additional units for $0.9 million, which was used by the Corporate segment for working capital. In the fourth quarter of 2012, the Investors purchased additional units in Nutra SA for $1.5 million, which was invested in the Brazil segment for capital improvements and working capital needs. In October 2013, we transferred an additional $0.3 million in cash to Nutra SA and in November 2013, the Investors contributed $0.9 million for additional units of Nutra SA. As of December 10, 2013, the Investors own a 49.1% interest in Nutra SA.
 
The Investors have the right to force the sale of all Nutra SA assets on or after January 1, 2015 or upon the failure to process a certain level of rice bran in the second and third quarters of 2014. The right terminates upon the occurrence of certain events (a $50.0 million Nutra SA initial public offering or a change of control, as defined). We may elect to exercise a right of first refusal to purchase the Investors’ interest instead of proceeding to a sale.
 
The Investors have the right to subsequently purchase from Nutra SA up to an additional 750,000 units for another $1.5 million. If immediately prior to such purchase Nutra SA and Irgovel have sufficient cash to complete certain projects, then the units will have no voting rights.
 
On December 6, 2013, the Investors agreed to amend the investor rights agreement to terminate the following rights previously held by the Investor as summarized below:
 
· Conversion Rights – The Investors may exchange units in Nutra SA for equity interests in our subsidiaries. After any exchange, the Investors would possess the same rights and obligations with respect to the securities of our subsidiaries, as they have in Nutra SA.
 
· Global Holding Company (GHC) Roll-Up – If we form an entity, GHC, to hold our Brazil segment assets, the Investors may exchange units in Nutra SA for equity interests in GHC. The investors may exercise this right after the second anniversary of the formation of GHC or, if an event of default has occurred, after the later of January 2013 and the GHC formation date. The appraised fair value of the Investors’ interest in Nutra SA would be used to determine the amount of ownership interest the Investors would receive in GHC.
 
· RiceBran Technologies Roll-Up – The Investors may exchange units in Nutra SA for our common stock.. This right is available upon the earlier of January 2014 or upon an event of default. We may elect to postpone our obligation to complete the roll-up to January 2015 if the roll-up would result in over 25% of our common stock being owned by the Investors. The appraised fair value of the Investors’ interest in Nutra SA and the market price of our stock would be used to determine the amount of ownership interest the Investors would receive.
Under the limited liability company agreement for Nutra SA (LLC agreement), as amended, any units held by the Investors beginning January 1, 2014, accrue a yield at 4% (the Yield). Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors. Until March 31, 2014, or if at any time Nutra SA is past due on its obligations to pay the Investors the Yield, all amounts due to us for management fees or for shared employees as provided under the LLC Agreement shall be tolled and remain unpaid until all past due amounts, if any, owed to the Investors have been paid in full.

Following the payment of the Yield, Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to the Investors in an amount equal to a multiplier (Preference Multiple) times the Investors’ capital contributions, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests. The Preference Multiple is currently 2.3.

Under an October 2013 amendment, in November 2013, the Investors contributed an additional $0.9 million for units in Nutra SA and have the right to invest additional funds before December 31, 2013. We also agreed to pay to Nutra SA ninety percent of any funds received (when and if received) from our restricted cash (see the Commitment and Contingencies note), with no resulting change in our Nutra SA voting rights. The Preference Multiple may change as of December 31, 2013, to an amount dependent on fundings made by us (including from restricted cash) and the Investors in November and December 2013. If we fail to purchase at least $3.0 million of units between November 1 and December 31, 2013, an event of default will be automatically declared January 1, 2014, and the Preference Multiple will increase to 2.5. If at any time after November 1, 2013, our contributions for additional Nutra SA units between November 1 and December 31, 2013, plus funds contributed to Nutra SA from restricted cash, exceed the total of the Investor’s fourth quarter 2013 contributions by more than $4.0 million, the Preference Multiple will be reduced to 2.0. Further, we agreed to purchase a certain amount of Nutra SA units at $2.00 per unit depending on the amount of net proceeds we raise in this offering as follows:

Minimum Net Proceeds Raised
Contribution to Nutra SA
$7.0 million
$3.0 million
$8.0 million
$3.5 million
$9.0 million
$4.0 million
$11.0 million
$4.5 million
$12.0 million
$5.0 million

In the second and third quarters of 2013, we transferred $0.7 million and $0.1 million in cash to Nutra SA. In exchange, title was returned to us for certain equipment contributed to Nutra SA in December 2012 with an historical cost of $0.2 million.

Under the LLC agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA.

Background

Consistent with our mission to convert feed to food, our greatest opportunities are in the functional food, nutritional supplement, nutraceutical and human food ingredient markets.

Functional Foods, Nutritional Supplements and Nutraceuticals

The US nutraceutical and functional foods market is projected to reach $75.3 billion in 2017 and grow at a compounded annual growth rate of nearly 6% between 2013 and 2017. Premium ingredient manufacturers are in high demand and we are strategically positioned to take advantage of this growing and sustainable market opportunity as discussed below in “Our Growth Strategy”.

Nutraceuticals covers a range of products including botanical extracts, dietary supplements, isolated nutrients and medical foods. Our products can be used as functional ingredients in nutraceutical products to provide certain specific nutrients or food components (including antioxidants, oryzanols, vitamin E, vitamin B, and fiber) and general nutritional supplementation. Our ingredient products are primarily sold to consumer nutrition and healthcare companies, nutritional supplement retailers, and multi-level personal product marketers. In August 2013, we entered into a multi-year agreement to sell certain of our Stage II products to a rapidly growing direct marketing company. Pursuant to that agreement, that company will purchase a minimum of $7.65 million in products during the term of the agreement which expires in December 2016. We will seek additional long-term supply agreements with similar companies in the future. As part of this strategy, we have been working with co-packaging and fulfillment companies to expand our presence in these markets.
Human Food Ingredients

Our SRB, DRB, RBO and derivatives are nutritional, economical and beneficial food products that contain a unique combination of oil, protein, carbohydrates, vitamins, minerals, fibers, and antioxidants that enhance the nutritional value of popular consumer products. Foods that are ideally suited for the addition of our SRB and DRB to their products include processed meats, cereals, baked goods, breading and batters. The inclusion of DRB in breading and batters can result in a reduction in oil uptake, higher moisture retention, improved nutritional profiles, and reduced costs.

In 2008, we received USDA/FSIS approval to market rice bran as an ingredient to be used as a filler in comminuted meat products, such as meat and poultry sausages that contain binders, nugget-shaped patties, meatballs, meatloaf, and meat and poultry patties. Our products replace functional ingredients like soy protein isolate, soy protein concentrate, modified food starch, pea protein and mustard flour at a significantly reduced cost. With strong application benefits such as reduced cost per unit, increased product yield, and reduced purge, our SRB has a strong marketing position in the US meat market and an even stronger position outside the US where non-meat ingredients make up a larger percentage of meat products.

Animal Nutrition

Our SRB and DRB are marketed as feed ingredients in the US and international animal nutrition markets. We will continue to pursue high margin sales opportunities in those markets. Our SRB and DRB are used as equine feed ingredients and have been shown to provide health benefits. Show and performance horses represent the premium end of the equine market and are a key target for our animal nutrition products. In our Brazil segment, we also blend DRB with other ingredients to produce a variety of feed formulations targeted to animal species such as horses, beef cattle, dairy cows, pigs, sheep and poultry.

About Rice Bran

Rice is the staple food for over half of the world’s population and is the staple food source for several of the world’s most populous countries. Asia accounts for roughly 90% of global rice production and China is the world’s number one rice producer. Globally, Brazil and the United States rank about 9th and 10th, respectively, in production of rice at approximately 11 million metric tons annually.

When harvested from the field, individual rice kernels are stored in common receiving locations such as farm silos for future delivery to grain dryers or area rice mills. At this stage, large quantities of individual rice kernels are collectively called “paddy rice,” or “rough” rice. In this form, the rice kernel is fully enveloped by the rice hull, which serves as a protective cover, shielding the inner rice kernel from damage.

After storage and drying, if necessary, paddy rice is cleaned of foreign material (scalping, de-stoning and aspiration) just before it enters the first stage of milling, or paddy husking. In the paddy husker, the hull is removed from rough rice by differential speed rubber rollers. Loosened hulls are carried off by aspiration. After husking, a paddy separator uses a reciprocating motion to separate normal brown rice kernels (caryopsis) from unhusked kernels which are returned to the paddy husker.

In the second stage of milling, the outer brown layers of bran are removed from the inner white starch endosperm by an abrasive or frictional milling process which produces a milled, white rice kernel. After milling, white rice is typically sorted by size to remove broken pieces of rice kernels from whole kernels, as well as color sorting to remove discolored kernels. Additional stages may be required (per customer specifications) to polish the white rice to a smooth surface.

Raw rice bran collected from the milling process is composed of rice germ and several sub-layers (pericarp, testa, nucellus and aleurone) surrounding the white starchy endosperm. Commercial rice bran makes up approximately 10% of rough rice by weight. Rice germ, an especially nutrient rich material, makes up approximately 10% of commercial rice bran by weight.

As brown rice is milled into white rice, the oils present in raw rice bran come into contact with native lipase enzymes that are naturally present in the rice kernel. These lipase enzymes initiate a rapid enzymatic hydrolysis of the oil, converting oils (triglycerides) into monoglycerides, diglycerides and free fatty acids (FFA). As the FFA content builds in raw rice bran, the bran becomes unpalatable and off flavors (rancidity) develop. If left unchecked, enzymatic degradation at normal room temperatures can increase the FFA levels to 5-8% within 24 hours and can continue at a rate of approximately 4-5% per day thereafter. Enzymatic degradation is the most serious form of degradation of raw rice bran. Rice bran stabilization is the process of carefully deactivating native enzymes to prevent the increase of FFA otherwise caused by lipase enzyme activity. Proper stabilization is critical in the preservation of the nutritional value of the bran, an important nutrient source that is largely used as animal feed or otherwise wasted.
Historically there have been a number of attempts to develop rice bran stabilization techniques, including the use of chemicals, microwave heating, or variations of existing extrusion technology. Many of these approaches have had limited success in part because they have produced rice bran with limited shelf life or with significant degradation of nutrients.

Our Technologies

Our Proprietary Rice Bran Stabilization Technology

Our stabilization process uses proprietary innovations to create a combination of temperature, pressure and other conditions necessary to thoroughly deactivate enzymes without significantly damaging the structure or nutrient content of raw rice bran. This means that higher value compounds in bran, such as oils, proteins and phytonutrients are left undamaged and are available for utilization. Our process does not use chemicals to stabilize raw rice bran.

Our stabilizers are designed to be installed adjacent to, on the premises of or in near proximity to any conventional rice mill so that freshly milled raw rice bran can be quickly delivered to our proprietary stabilizers. Process logic controllers maintain exact process conditions within the prescribed pressure/temperature regime. In case of power failure or interruption of the flow of fresh bran into the system, the electronic control system is designed to purge the equipment of materials in process and resume production only after proper operating conditions are re-established.

SRB leaving our system is then discharged onto cooling units specifically designed to control air pressure and humidity. Cooled SRB can be loaded into bulk hopper trucks for large volume customers or sent by pneumatic conveyor to a bagging unit for packaging into 50 pound or 2,000 pound sacks.

Each stabilization module can process approximately 2,000 pounds of bran per hour and has a capacity of over 7,200 tons per year. Stabilization production capacity can be doubled, tripled or further multiplied by installing additional units sharing a common conveyor and stage system, which we believe can handle the output of the world’s largest rice mills. We have also developed and tested a smaller production unit, with a maximum production capacity of 840 tons per year, for installation in countries or locations where rice mills are substantially smaller than those in the United States.

Additional patented and proprietary processes involve enzyme treatment of SRB or DRB to produce fractions enriched in one or more macronutrients, including proteins, fibers, lipids and micronutrients such as vitamins, minerals and phytosterols, among others. In these processes SRB or DRB, in an aqueous slurry, is treated with one or more enzymes, centrifugally separated and the fractions dried on drum driers.

Our Bio-Refining Process

Rice bran is hypoallergenic and a valuable source of protein with a balanced amino acid profile for human nutrition and is rich in healthy oil, vitamins, antioxidants, dietary fiber and other nutrients. The approximate composition and caloric content of our SRB is as follows:

Fat (oil)
18-23%
Protein
12-16%
Total Dietary Fiber
20-30%
Moisture
4-8%
Ash
6-14%
Calories
3.2 kcal/gram

Rice bran contains approximately 18-23% oil, which has a favorable fatty acid composition and excellent heat stability. Rice bran oil contains essential fatty acids and a broad range of nutraceutical compounds that have been demonstrated to have therapeutic properties.

In the bio-refining process, raw rice bran is obtained from a number of rice mills and transported to a facility within which it is first stabilized via extrusion and then solvent extracted to produce crude RBO and DRB. Crude RBO is subsequently processed in a number of steps designed to sequentially capture constituents of value and to remove and discard impurities. The final outcome of these steps is a highly refined, edible RBO that has superior flavor and functional properties. In addition, the various co-products of crude RBO processing, distilled fatty acids for example, are refined and sold as products in their own right. DRB is finely ground and packaged for use as a versatile food ingredient in many applications. DRB may also be compounded with other ingredients such as a vegetable proteins, carbohydrates, vitamin premixes and minerals to produce an array of nutritionally targeted animal feeds for various species. The DRB can also be further processed to extract and concentrate protein and dietary fiber. Our bio-refining process and related technologies are being continuously improved and optimized as we examine the technical and commercial feasibility of producing additional products derived from both RBO and DRB.
DRB contains many of the same nutritional and functional benefits as SRB, except that the oil has been removed. This is important for several ingredient applications where SRB’s oil content could present food formulation challenges. By removing oil from SRB, nutritionists have greater options to formulate DRB into breakfast bars, low-calorie foods, low-fat baking applications and batter and breading for frying applications. Additionally, DRB is ideally suited for downstream enzymatic processing, transforming DRB into an ideal feedstock for protein concentrates and fiber concentrates.

RBO as extracted from stabilized rice bran can be utilized in a variety of edible and industrial oil applications. With proper processing, RBO becomes high quality cooking oil possessing beneficial high temperature frying characteristics. RBO has a unique fatty acid content that imparts improved oxidative stability as compared to other vegetable oils such as soy or cottonseed giving it advantages when used in food applications. The RBO extraction process utilized at our Brazilian facility uses a conventional solvent extraction process to separate oil from raw bran, resulting in crude RBO available for sale to industrial markets or other processors. Additional refining processes done in Brazil can involve degumming, neutralization, bleaching, de-waxing and deodorizing. A bio-refining process approach results in numerous marketable co-products in addition to the actual end product.

Our Growth Strategy

With the proceeds from this offering, we will be positioned to capitalize on specific market conditions that we believe will increase market acceptance of our products and lead to increased growth and profitability. These market conditions are:

1. Increasing global demand for vegetable oil – Our Brazil segment currently sells all of the rice bran oil it can produce in our oil extraction and refining plant in Pelotas, Brazil. Following the capital expansion project at this plant, we expect raw rice bran processing capacity to increase by approximately 50% in early 2014.

2. Increasing demand for new protein sources – We have co-developed proprietary technologies with DSM Innovation Center, a subsidiary of Royal DSM N.V., that enables the extraction of protein from DRB and SRB feed-stocks that we produce in both of our Brazil and USA segments. We recently launched new protein products from our US operations based on these technologies and plan to produce protein from DRB in our Brazil segment in the future. In addition, RBT has entered into a series of agreements with Wilmar-International (Wilmar) to develop and commercialize rice bran products, including protein, for the China market. Wilmar currently operates 12 large rice mills in China and is a leading producer of raw rice bran that is available for further processing into higher value products such as protein and fiber.

3. Demand for “clean” labels on food products – The market for healthy and nutritious foods is rapidly expanding in the US, Europe and other global markets with increasing demand for healthy, natural and minimally processed ingredients that are hypoallergenic, non-genetically modified, and produced in a sustainable fashion. The regulatory need to add front-of-label warnings on food items is driving food companies to replace standard food ingredients like soy and wheat with “cleaner” ingredients such as rice bran which is non-allergenic, non-genetically modified, natural and minimally processed. Incorporation of our food ingredients by major global food companies into meats, baked goods and cereals has steadily increased in the past year helping drive sales. We expect this growth to continue as more food companies adopt rice bran as a standard food ingredient. This trend is not limited to human foods as we are finding a similar transition to “clean” ingredients among high-end animal nutrition companies.

4. The value of proprietary, evidence-based functional ingredients for nutraceuticals and functional foods – With increasing medical costs associated with doctor visits and medications, consumers are becoming more proactive in adopting and maintaining healthier lifestyles through exercise, balanced nutrition and increased consumption of functional foods and nutraceuticals. Associated with this trend is higher demand by marketers of nutraceuticals and functional foods for novel functional ingredients and particularly for proprietary and patented ingredients that provide barriers to competition in the marketplace, therefore commanding higher premiums. We currently develop and commercialize proprietary rice bran ingredients and derivatives from our Stage II facility in the USA segment.

Expand Our Nutraceutical and Functional Foods (NFF) Business

The US nutraceutical and functional foods market is projected to reach $75.3 billion in 2017 and grow at compound annual growth rate of nearly 6% between 2013 and 2017. We have invested significant resources on research and development of rice bran extracts with health-related applications. Functionalities for a subset of these products were validated through scientific studies and human clinical studies. Our portfolio of functional ingredients includes rice bran extracts that demonstrate beneficial properties in areas of cardiovascular health, weight management, glucose balance, inflammatory response and gastrointestinal health. Premium ingredient manufacturers are in high demand and we are strategically positioned to take advantage of this growing and sustainable market opportunity. We believe our proprietary technology and patents represent valuable assets for achieving strategic leverage in this industry segment particularly in the nutraceuticals, functional foods and functional beverages sectors.
In late 2009, we ceased further development of our NFF business as we repositioned our overall business. We are now well positioned to expand our NFF business by adopting the following strategy:

Direct marketing to formulators and co-packers. We believe that marketing our active ingredients directly to formulators and co-packers who manufacture turnkey finished products for direct to consumer marketing companies (i.e. multi-level marketing (MLM), web, radio, retail) and to active ingredient distributors will reduce new product development cycles and drive sales of our functional ingredients. Co-packers and distributors of healthy and natural products have established credibility with multiple marketing companies who rely on these businesses to develop and manufacture new turnkey products. In our experience, working with formulators and co-packers to sell finished products to marketing and distribution companies can shorten the product development cycle and increases sales quickly.

In December 2010, we began working with H&N Distribution Inc., an Irving, Texas based company (H&N), specializing in filling and packaging healthy and natural products for NFF markets to develop turnkey products for a MLM company. This resulted in sales of approximately $68,000 of certain Stage II products in 2011. Sales in 2012 increased to approximately $310,000 and through August 2013 were approximately $630,000. In August 2013, we entered into a multi-year agreement to sell one of our Stage II products to a rapidly growing direct marketing company. Pursuant to the agreement, that company will purchase a minimum of $7.65 million in products during the term of the agreement which expires in December 2016.

In September 2013, we entered into an agreement with a Taiwanese marketing and distribution company to supply them with another of our Stage II products for exclusive distribution in Taiwan. The agreement is renewable based on annual minimum purchases.

We believe that focusing our marketing efforts on distributors, formulators and co-packaging companies will increase sales of our Stage II products in both the short- and long-term as new functional ingredients are added to our portfolio of products.

Acquisition of formulating and packaging company that serves the NFF.  As part of our growth strategy, on September 24, 2013 and as amended on December 7, 2013, we entered into an acquisition and stock purchase agreement with H&N and the shareholders of H&N (the H&N Shareholders) pursuant to which the H&N Shareholders will sell 100% of the issued and outstanding shares of capital stock of H&N to us (the Purchase Agreement). Under the Purchase Agreement, we agreed to purchase 100% of H&N capital stock for $2.0 million plus a promissory note for up to $3.25 million (subject to adjustment pursuant to the Purchase Agreement) and with an annual interest rate of 1%.  We have the option to pay principal and accrued interest under the note in either cash or in our common stock.  In the event we elect to pay the note in our common stock, payment must be made by the earlier of January 31, 2015 or within five business days following the issuance of shares to warrant holder under that certain warrant exchange agreement.  The number of shares issued to the H&N Shareholders under the note will be based on the volume weighted average price (VWAP) of our common stock for the thirty trading days ending on the second business day immediately before our election to pay the note in shares of our common stock, but in no event shall such price be lower than $6.00 or higher than $12.00.  If we elect to pay the note in cash, we agree to make equal quarterly payments commencing on March 31, 2015 and ending on December 31, 2018.  During this payment period, the annual interest rate under the note will increase from 1% to 5% and shall further increase to 10% following January 31, 2016.  We will use a portion of the proceeds from this offering to fund the acquisition of H&N. Upon closing of the transaction, H&N will become part of our USA segment. H&N’s current chief executive officer and founder, Mark McKnight, will enter into a multi-year employment agreement with us and be appointed senior vice president of contract manufacturing for us and remain as chief executive officer of H&N.
 
By incorporating H&N’s formulating and packaging capabilities into our business model, we expect to drive sales of our Stage II products into multiple NFF channels allowing us to capture not only single ingredient sales but also sales of blended finished products consisting predominantly of our ingredients blended with other products and sold as a finished product on a business to business basis.

Increase production capacity of our Stage II products. Production of certain Stage II products at our Dillon, Montana facility is projected to grow by over 400% based on volume over current production levels by 2016. The Dillon plant can accommodate the growth in production through early 2015 but will require additional production capacity during 2015. As part of our growth strategy, we plan to use part of the proceeds from this offering to double production capacity at our Dillon plant. Expansion efforts are projected to begin in July 2014 with completion by the end of 2014.

Develop novel proprietary functional ingredients. As part of our long-term strategy to grow the NFF business, we will continue to develop functional ingredients and packaged, compounded finished products from rice bran and to validate their functionality through evidence-based scientific studies and human clinical trials.

Increase Global Distribution Network

Our growth strategy includes increasing sales of our products in overseas markets. As part of this strategy, in July 2013 we amended our exclusive distribution agreement with Beneo-Remy, a 100% owned subsidiary of Sudzucker AG, a German public company, under which Beneo-Remy will exclusively distribute our SRB product and non-exclusively distribute our other products to more than 40 countries in Europe, Middle East, Africa and other geographies. As previously described above, in September 2013, we also entered into an exclusive distribution agreement with a Taiwanese company to market our rice bran derivatives in Taiwan. We plan to add additional distributors to our network in Canada, Mexico, Central/South America, Asia and other global markets.

Complete Expansion of our Rice Bran Bio-Refinery in Brazil

Our Irgovel facility is currently undergoing a major expansion that is expected to be completed and fully operational by the first half of 2014. This expansion should increase RRB processing approximately 50% from current capacity of 6,000 metric tons per month to approximately 9,000 metric tons per month of processed RRB resulting in higher revenues and profitability.
Co-Research and Development and Investment in New Wilmar Businesses

We will continue to collaborate with Wilmar’s research and development and commercialization groups to develop and market rice bran derived products in China. Under the agreements, we obtained the right to purchase 45% of the capital stock of any entity Wilmar establishes to develop new products relating to rice bran or its derivative, as defined in the agreement, using the intellectual property licensed to Wilmar. If we decline the right to purchase 45% of the capital stock of any such new entity, we have the option to purchase 25% of the entity within two years of the entity’s formation. The exercise price for this option will equal 25% of the capital investment made in the entity, plus interest, as defined in the agreement. We believe this strategic partnership represents a significant opportunity for RBT to participate in the Asia food market and to increase the overall value of our business.

Continue to Generate Evidence-Based Functionality of Our Proprietary Ingredients

A 57-subject clinical trial conducted by Advanced Medical Research, with our funding, suggested that consumption of our RiSolubles nutritional supplements may lower blood glucose levels of type 1 and type 2 diabetes mellitus patients and may be beneficial in reducing high blood cholesterol and high blood lipid levels. If warranted, we may develop products which address the use of SRB products as medical foods for, and to potentially make health benefit claims relating to, the effects of dietary rice bran on overall health and well being and as it may relate to maintaining balanced sugar and lipid levels.

We have maintained relationships with several medical institutions and practicing physicians who may continue to conduct clinical trials and beta work for our products. Some of these previous clinical trials are reviewed in an article entitled “Effects of Stabilized Rice Bran, its Soluble and Fiber Fractions on Blood Glucose Levels and Serum Lipid Parameters in Humans with Diabetes Mellitus Types I and II” published in the Journal of Nutritional Biochemistry (March 2002, 175-187). The trial produced positive results by showing that the levels of blood lipids and glycosylated hemoglobin were reduced. Subsequently, three domestic and six international patents were issued to us on the strength of this clinical trial.

In December 2007, we formed Rice Science, LLC (Rice Science), a Delaware limited liability company, with Herbal Science Singapore Pte. Ltd. (Herbal Science) to develop nutraceutical extracts and pharmaceutical chemistries from our SRB. Herbal Science utilized sophisticated methodologies in the identification and isolation of specific biologically active compounds that have been tested for effectiveness against specific disease conditions. In March 2011, our partnership with Herbal Science ended with us acquiring the membership interest formerly owned by Herbal Science, leaving Rice Science as our wholly owned subsidiary. We are hopeful that the research performed by Herbal Science will result in biologically active SRB extracts for use in the nutraceutical and functional food industry.

In 2008, Rice Science conducted research regarding the development of extracts from SRB that would be effective in addressing inflammation and pain. A number of SRB extracts have been tested with two identified as having significant in vitro activities. A blend of these two extracts was created to produce a third extract that exhibits a high level of in vitro inhibition of Cox 1, Cox 2 and Lox 5 enzymes (Journal of Medicinal Food (2009) 12, 615-623). This extract was used in a pharmacokinetic study to determine uptake kinetics of key bioactives into human serum. Results indicated that the bioactive compounds were rapidly assimilated. The next step would be to conduct a human clinical trial if funds were available. A number of active compounds were identified and modeled.

Late in 2007, the Cancer Biomarkers Group in the Department of Cancer Studies and Molecular Medicine, University of Leicester in Leicester, UK published a research paper evaluating the effect of our SRB in ApcMin mice (British Journal of Cancer (2007) 96, 248-254). The mice were genetically modified to serve as models for mammary, prostate and intestinal carcinogenesis. They reported that consumption of SRB (30% in the diet) reduced the numbers of intestinal adenomas in these mice by 51% compared to the same mice on a control diet.

Intellectual Property

From 2011 to March 2013, we engaged in a joint research project with DSM Innovation Center, a subsidiary of Royal DSM N.V., to develop methods for extracting and concentrating high quality vegetable protein from rice bran. Combined spending on research and development related to that project totaled $3.0 million. In March 2013, we announced the development of an improved fiber protein product and a separate water soluble rice bran protein product which have been commercialized under the ProRyza mark. RBT will continue to support internal as well as external R&D efforts that improve on existing technologies or lead to the development of new technologies relating to rice bran processing and applications.

We hold eight U.S. patents relating to the production or use of rice bran and rice bran derivatives. In addition to the issued U.S. patents, we have been issued fourteen additional foreign patents covering the subject areas. We intend to apply for additional patents in the future as new products, treatments and uses are developed.
Our bio-refining and related stabilization activities are an adaptation and refinement of standard food processing technology applied to rice bran. We have chosen to treat certain of our methods and processes as a trade secret and not to pursue process or process equipment patents on the original processes. However, as we develop improvements we intend to periodically review whether we should seek patent protection for them. We believe that certain unique products, and their biological effects, resulting from our SRB may be patentable in the future. We also hold a number of U.S. registered trademarks and trade names and have applied for additional marks.

Government Regulations
 
In both our United States and foreign markets, we are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints. Such laws, regulations and other constraints exist at the federal, state or local levels in the United States, and at all levels of government in foreign jurisdictions, including regulations pertaining to the formulation, manufacturing, packaging, labeling, distribution, sale and storage of our products. In addition, we are subject to regulations regarding product claims and advertising.
 
USA Segment

The formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to regulation by one or more federal agencies, primarily the FDA, the FTC, and the USDA. Our activities are also regulated by various governmental agencies for the states and localities in which our products are manufactured and sold, as well as by governmental agencies in certain countries outside the United States, such as Brazil as discussed below, in which our products are manufactured and sold. Among other matters, regulation by the FDA and FTC is concerned with product safety and claims made with respect to a product's ability to provide health-related benefits. Specifically, the FDA, under the Federal Food, Drug, and Cosmetic Act ("FDCA"), regulates the formulation, manufacturing, packaging, labeling, distribution and sale of food including dietary supplements. The FTC regulates the advertising of these products.

Federal agencies, primarily the FDA and the FTC, have a variety of procedures and enforcement remedies available to them, including initiating investigations, issuing warning letters and cease-and-desist orders, requiring corrective labeling or advertising, requiring consumer redress such as requiring that a company offer to repurchase products previously sold, seeking injunctive relief or product seizures, imposing civil penalties or commencing criminal prosecution. In addition, certain state agencies have similar authority. These federal and state agencies have in the past used these remedies in regulating participants in the food and dietary supplement industries, including the imposition of civil penalties.

The Dietary Supplement Health and Education Act (DSHEA) was enacted in 1994, amending the FDCA. DSHEA establishes a statutory class of "dietary supplements," which includes vitamins, minerals, herbs or other botanicals, amino acids and other dietary ingredients for human use to supplement the diet. Dietary ingredients marketed in the United States before October 15, 1994, may be marketed without the submission of a "new dietary ingredient" ("NDI") premarket notification to the FDA. Dietary ingredients marketed in the United States after October 15, 1994, may require the submission, at least 75 days before marketing, of an NDI notification containing information establishing that the ingredient is reasonably expected to be safe for its intended use. Among other things, DSHEA prevents the FDA from regulating dietary ingredients in dietary supplements as "food additives" and allows the use of statements of nutritional support on product labels and in labeling. The FDA has issued final regulations under DSHEA and has issued draft guidance on NDI notification requirements. Further guidance and regulations are expected.

The FDA issued a Final Rule on GMPs for dietary supplements on June 25, 2007. The GMPs cover manufacturers and holders of finished dietary supplement products, including dietary supplement products manufactured outside the United States that are imported for sale into the United States. Among other things, the new GMPs require identity testing on all incoming dietary ingredients; call for a "scientifically valid system" for ensuring finished products meet all specifications; include requirements related to process controls, including statistical sampling of finished batches for testing and requirements for written procedures; and require extensive recordkeeping.

On December 22, 2006, Congress passed the Dietary Supplement and Nonprescription Drug Consumer Protection Act, which went into effect on December 22, 2007. The law requires, among other things, that companies that manufacture or distribute nonprescription drugs or dietary supplements report serious adverse events allegedly associated with their products to the FDA and institute recordkeeping requirements for all adverse events.

The FDA Food Safety Modernization Act (FSMA), enacted January 4, 2011, amended the FDCA to significantly enhance FDA's authority over various aspects of food regulation including dietary supplements. The FSMA granted FDA mandatory recall authority when the FDA determines there is a reasonable probability that a food is adulterated or misbranded and that the use of, or exposure to, the food will cause serious adverse health consequences or death to humans or animals. One of the FSMA's more significant changes is the requirement of hazard analysis and risk-based preventive controls (HARBPC) for all food facilities required to register with the FDA, except dietary supplement facilities in compliance with both GMPs and the serious adverse event reporting requirements. Failure to comply with both GMPs and the serious adverse event reporting requirements may subject dietary supplement manufacturers to the HARBPC requirements.
As required by Section 113(b) of the FSMA, the FDA published in July 2011 a draft guidance document clarifying when the FDA believes a dietary ingredient is an NDI, when a manufacturer or distributor must submit an NDI premarket notification to the FDA, the evidence necessary to document the safety of an NDI and the methods for establishing the identity of an NDI. The draft guidance, if implemented as proposed, could have a material impact on our operations. It is possible that the FDA will begin taking enforcement actions consistent with the interpretations in the draft guidance before issuing a final version.

The new FSMA requirements, as well as the FDA enforcement of the NDI guidance as written, could require us to incur additional expenses, which could be significant, and negatively impact our business in several ways, including, but not limited to, the injunction of manufacturing of any dietary ingredients or dietary supplements until the FDA determines that such ingredients or products are in compliance and the potential imposition of fees for reinspection of noncompliant facilities. Each of these events could increase our liability and could have a material adverse effect on our financial condition, results of operations or cash flows.

In general, before any substance can be added to food, its safety must be assessed in a stringent approval process. When an additive is proposed for use in a meat, its safety, technical function, and conditions of use must also be evaluated by the USDA. Because the USDA retains jurisdiction over meat products and food ingredients intended for use in meats, the use of our SRB and DRB meat enhancers is regulated by this agency. Both SRB and DRB have USDA approval for use in meat products.

Brazil Segment

The Brazilian Ministry of Agriculture, Livestock and Food Supply (MAPA), one of the Federal administrative bodies, is the primary regulator of agricultural products in Brazil, which main activity is the management of public policies to encourage agriculture, the promotion of agribusiness and the regulation and standardization of services related to the sector. Amongst other activities, MAPA is responsible for the regulation and control of pharmaceuticals, biological products and medicated feed additives for animal use. MAPA is organized into departments, each one responsible for different sectors of the nation’s agribusiness. Amongst these departments, the Secretary of Agricultural Defense (SDA) is responsible for implementing the actions of the State which aims at the prevention, control and eradication of animal diseases and plant pests. The SDA also contributes to the formulation of the national agricultural policy by planning, regulating, coordinating and supervising the activities of agricultural defense throughout the country, being responsible for the coordination of the Department of Inspection of Livestock Products. In order to fulfill its mission, the SDA provides central management and regulatory bodies as well as projections within the states for the implementation and coordination of those activities for which it is responsible. Furthermore, ANVISA, a regulatory agency which operates in all those sectors related to products and services that affect the health of the population, and with expertise that covers both sanitary regulation and the economic regulation of the market, contributes to the enforcement of most of the regulations regarding processed food products, including vegetable oils, fats and vegetable creams.

In addition to the foregoing, our operations will be subject to federal, foreign, state, and local government laws and regulations, including those relating to zoning, workplace safety, and accommodations for the disabled, and our relationship with our employees are subject to regulations, including minimum wage requirements, anti-discrimination laws, overtime and working conditions, and citizenship requirements.

Sales and Marketing

Both of our USA and Brazil segments use internal sales staff, outside independent sales representatives and third party distributors to market our portfolio of products domestically and internationally. In 2012, three customers accounted for approximately 40% of USA segment revenues. In our Brazil segment, three customers accounted for approximately 38% of segment revenues. We continue to diversify our customer base in an attempt to mitigate the concentration of customers. We have recently signed multi-year contracts with two customers who we expect to grow significantly. In addition, we have recently initiated new ingredient sales to large international consumer products companies that we expect to further diversify our portfolio risk.

Our Strategic Alliances

In 2011, we entered into an agreement with DSM Innovation Center, a subsidiary of Royal DSM N.V., with the goal of developing technology to extract and concentrate protein from rice bran. In March 2013, the agreement was mutually terminated under terms whereby we each received (i) the right to separately develop, modify and improve the jointly developed technology owned by the partner and (ii) a nonexclusive, royalty free, perpetual license to that technology.

RBT PRO, LLC (RBT PRO) was a wholly owned subsidiary whose only asset was the license acquired in March 2013. In April 2013, we entered into a series of agreements with various affiliates of Wilmar International Limited (collectively, Wilmar). In connection therewith, we sold a 50% membership interest in RBT PRO to Wilmar for $1.2 million. RBT PRO granted an exclusive, royalty free, perpetual sublicense of the license to Wilmar for use throughout China and to us for use worldwide, excluding China.
We also entered into a cross license agreement with Wilmar. We agreed to license to Wilmar all of our intellectual property with respect to processing of rice bran and its derivatives for use in China. Wilmar agreed to license to us (i) its intellectual property with respect to processing of rice bran, and its derivatives, based on the intellectual property licensed to Wilmar under the license for use worldwide, excluding China and (ii) its other intellectual property with respect to processing of rice bran, and its derivatives, for use worldwide, excluding certain countries in Asia.

Under the agreements, we obtained the right to purchase 45% of the capital stock of any entity Wilmar establishes to develop new products relating to rice bran or its derivative, as defined in the agreement, using the intellectual property licensed to Wilmar. If we decline the right to purchase 45% of the capital stock of any such new entity, we have the option to purchase 25% of the entity within two years of the entity’s formation. The exercise price for this option will equal 25% of the capital investment made in the entity, plus interest, as defined in the agreement.

Our Competition

There are a number of companies that have invested significant resources to develop stabilizing technologies for stabilizing and further processing rice bran and who market rice bran products with varying levels of stabilization into multiple markets around the world. We believe that we have best of breed technologies for stabilizing rice bran and, as such, have developed significant brand recognition in the animal feed and human food ingredient sectors both domestically and internationally. Together with our decades of application technology know-how and patented processing methods, we believe that we have a first-to-market advantage over the competition with respect to our SRB products

We are aware of several new producers of rice based animal nutrition and food ingredient products in the US, Europe and Asia. We believe that our major nutritional supplement competitors include producers of isolated soy protein, wheat bran and oat bran, particularly in the functional food ingredients market segment.

We compete with other companies that offer products incorporating SRB as well as companies that offer other food ingredients and nutritional supplements. We also face competition from companies providing products that use oat bran and wheat bran as nutritional supplements as well as for health and beauty aids. Many consumers may consider such products to be a replacement for the products we manufacture and distribute.

Beginning in 2008 with the purchase of Irgovel, we also began to compete in the world's edible oil market. Our competition for exports of rice bran oil resides primarily in Southeast Asia. Our branded rice bran oil “Carreteiro” competes with other bottled oils such as soy, palm, canola, peanut and others in the Brazilian market. In addition, our exported rice bran oil competes with those same oils from other grains, seeds and plants in markets around the world.

Our Employees

As of September 30, 2013, the USA and Corporate segments had 41 employees located in the US and the Brazil segment had 237 employees. Our employee count may change periodically. From year to year we experience normal variable labor fluctuation at our production facilities. We believe relations with our employees are good. None of our U.S. based employees are covered by collective bargaining agreements. All of the non-managerial employees at our Irgovel facility in Brazil are represented by a labor union and are covered by a collective bargaining agreement.
Our Properties

We maintain various facilities that are used for manufacturing, warehousing, research and development, distribution, and administrative functions. These facilities consist of both owned and leased properties. The following table summarizes the properties used to conduct our operations as of September 30, 2013:

Primary Segment
 
Location
 
Status
 
Primary Use
USA
 
West Sacramento, California
    
Leased
    
Warehousing, and administrative
 
 
 
 
 
 
 
USA
 
Mermentau, Louisiana
 
Owned
 
Manufacturing
 
 
 
 
 
 
 
USA
 
Lake Charles, Louisiana
 
Building – owned
 
Manufacturing (idled since May 2009)
 
 
 
 
Land - leased
 
 
 
 
 
 
 
 
 
USA
 
Dillon, Montana
 
Owned
 
Manufacturing
 
 
 
 
 
 
 
Brazil
 
Pelotas, Brazil
 
Owned
 
Manufacturing, R&D and administrative
 
 
 
 
 
 
 
Corporate
 
Scottsdale, Arizona
 
Leased
 
Administrative – corporate offices

Our corporate headquarters are located at 6720 N. Scottsdale Rd. – Suite 390, Scottsdale, AZ 85253. We lease approximately 9,000 square feet of corporate office space in Scottsdale.

As part of the proposed acquisition of H&N, we would add an additional manufacturing, warehousing and distribution facility to the USA segment. The facility is located in Irving, Texas in leased space. The manufactured facilities are cGMP certified to 21CFR110 and 21CFR111 standards for production of human food and dietary supplement ingredients.

We believe that all facilities are in good operating condition, the machinery and equipment are well-maintained, the facilities are suitable for their intended purposes and they have capacities adequate for current operations.

Research and Development Expenditures

In 2011, we entered into a joint research and development agreement with DSM Innovation Center, a subsidiary of Royal DSM N.V., to develop methods for extracting and concentrating high quality vegetable protein from rice bran. Combined spending on research and development related to that project totaled $3.0 million. In March 2013, we announced the development of an improved fiber protein product and a separate soluble rice bran protein product. We will continue to support internal as well as external R&D efforts that improve on existing technologies or lead to the development of new technologies relating to rice bran processing and applications.

Legal Proceedings

Various lawsuits, claims, proceedings and investigations are pending involving us as described below in this section. 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. In addition to the matters described herein, we are involved in or subject to, or may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course of business, which in our opinion will not have a material adverse effect on our financial condition, cash flows or results of operations.

Irgovel Stockholders Lawsuit

On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3.0 million.

We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel’s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers.

On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers allege is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. We have not been served with any formal notices in regard to this matter so far. To date, only Irgovel has received formal legal notice. In addition, the Purchase Agreement requires that all disputes between us and the Sellers be adjudicated through arbitration. As part of the Purchase Agreement, $2.0 million was deposited into an escrow account to cover contingencies with the net remaining funds payable to the Sellers upon resolution of all contingencies. We believe any payout due to the lawsuit will be made out of the escrow account. As of December 10, 2013, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets as of September 30, 2013 and December 31, 2012 totaling $1.4 million. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of September 30, 2013 and December 31, 2012, $0.6 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.4 million to settle any remaining contingencies. We believe that there is no additional material exposure as any amounts determined to be owed as a result of the above noted litigation and contingencies will be covered by the escrow account.
Diabco Life Sciences, LLC

On January 27, 2012, we filed a complaint in the Superior Court of California, Sacramento County, seeking damages arising out of Diabco Life Sciences, LLC’s (Diabco) breach of a 2008 Promissory Note in the principal amount of $0.5 million. A one-day court trial took place on August 30, 2013 at which time Diabco stipulated that total damages through July 23, 2013, including interest and late fees, amounted to $0.9 million. On September 23, 2013, the court issued its tentative statement of decision indicating that judgment will be entered in our favor in the amount of $0.9 million as of July 23, 2013 plus interest. We are awaiting the court’s final statement of decision at which time judgment will be entered thereon.
MANAGEMENT

Executive Officers and Directors

Our directors and executive officers, and their ages and positions as of December 10, 2013, are as follows:

Name
 
Age
 
Position
 
 
 
 
 
W. John Short (4)
 
64
 
Chief Executive Officer, President and Director
Jerry Dale Belt
 
56
 
Chief Financial Officer and Secretary
Robert D. Smith, Ph.D.
 
53
 
Senior Vice President of Sales and Business Development
David Goldman (1)(2)(3)(4)(5)
 
70
 
Director
Baruch Halpern (1)(2)(3)(9)
 
63
 
Director
Henk W. Hoogenkamp (3)
 
65
 
Director
Robert S. Kopriva(6)(7)
 
62
 
Director
Robert C. Schweitzer (1)(2)(3)(4)(5)
 
67
 
Chairman of the Board of Directors
Peter A. Woog(6)(8)
 
71
 
Director

(1) Current member of the Audit Committee.
(2) Current member of the Compensation Committee.
(3) Current member of the Nominating and Governance Committee.
(4) Current member of the Executive Committee.
(5) Current member of the Strategic Committee.
(6) Robert S. Kopriva and Peter A. Woog will become directors upon our uplisting to The NASDAQ Capital Markets.
(7) Upon appointment as director, Mr. Kopriva will become a member of the Audit Committee and Compensation Committee.
(8) Upon appointment as director, Mr. Woog will become the chairman of the Nominating and Governance Committee and a member of the Compensation Committee.
 
(9)
Upon the listing of our common stock and warrants sold in this offering on the NASDAQ Capital Markets, Baruch Halpern will no longer be a member of the Compensation Committee.
 
W. John Short has served as our chief executive officer and director since October 2009 and our president since April 2012. From July 2009 until October 2009 he also served as our president. In 2008 and 2009, as CEO and managing member of W John Short & Associates, LLC, Mr. Short was engaged as a management consultant, advisory board member and/or director to several companies including SRI Global Imports Inc., G4 Analytics Inc. and Unifi Technologies Inc. From April 2006 through December 2007, Mr. Short was the chief executive officer of Skip’s Clothing Company. From January 2004 through December 2005, Mr. Short was engaged as an advisor by the Government of El Salvador to assist in the restructuring of that country’s apparel industry in relation to the elimination of global apparel quotas. Mr. Short has held senior positions with financial services and consumer products businesses in North America, South America, Asia and Europe including over a decade in international corporate banking with Citibank N.A. in New York, Venezuela, Ecuador and Hong Kong. The Board believes that Mr. Short's experience in the financial services and consumer products industry, including his over 35 years of management experience in this industry, his expansive network of contacts and relationships in the industry, his detailed knowledge of our business structure and our products, and his experience as our chief executive officer, are the attributes, skills, experiences and qualifications that allow Mr. Short to make a valuable contribution as one of our directors.

Jerry Dale Belt has served as our chief financial officer, chief accounting officer and executive vice president since June 2010. He has also served as our secretary since December 2011. Mr. Belt is a certified public accountant, a certified turnaround professional, and a certified insolvency and restructuring advisor with thirty years experience in finance and accounting in both public and private industry. He had been our financial advisor from November 2009 to June 2010. From September 2008 through June 14, 2010, Mr. Belt served as managing director of restructuring for Sierra Consulting Group, a provider of turnaround, receivership, and consulting services. From 2002 through 2008, Mr. Belt served as managing director for FTI Consulting, Inc., a global business advisory firm. Mr. Belt began his restructuring career in 1999 with PricewaterhouseCoopers. Mr. Belt has consulted with companies ranging from startups to large multi-national enterprises. Prior to 1999, Mr. Belt served for 15 years in numerous senior management positions in privately held enterprises. From 1978 to 1984, Mr. Belt spent 6 years in the audit group of Coopers & Lybrand, conducting attestation services for large corporations.

Robert D. Smith, Ph.D., has served as our senior vice president of sales and business development since November 7, 2013 and was senior vice president of business development from March 2012 to November 2013. Dr. Smith brings over 20 years experience managing research and development and business development in the Ag-biotech industry. He served as director of business development at HerbalScience Group from 2007 to 2010 and worked at Affynis LLC from 2010 to 2012 as a consultant. Dr. Smith has also served as director of research and developments at Global Protein Products Inc. and PhycoGen Inc., and was project leader at Dekalb Genetics, a Monsanto Company. Dr. Smith was a research assistant professor at the Ag-Biotech Center at Rutgers University and did his post-doctoral work in plant molecular biology at the University of Missouri-Columbia. He holds a doctor of philosophy degree in molecular genetics and cell biology from the University of Chicago and a bachelor of arts degree in biology from the University of Chicago.
David Goldman has served as one of our directors since October 2012. Mr. Goldman, a certified public accountant, retired as a senior partner of Deloitte & Touche LLP (D&T) in 2001 after serving 35 years with that firm. During his career, Mr. Goldman specialized in serving SEC registrants, held the positions of partner-in-charge and senior technical partner of the Arizona audit practice, and served in D&T’s New York executive office, Los Angeles office and certain other offices. Since 2001, he has consulted on, and performed investigations of, various accounting and financial matters, many involving public companies. He is a past member of Council of the American Institute of CPAs and a past president of the Arizona Society of CPAs, among other executive board positions. In addition, he served as Audit Committee Chairman, Financial Expert, and member of the Board of Directors of Swift Transportation from 2003 to 2006. He currently serves on the board of ML Liquidating Trust. Mr. Goldman obtained a bachelors degree in business administration and a masters of accounting degree from the University of Arizona. The Board believes that Mr. Goldman’s extensive experience as a CPA, outside board experience and business knowledge and financial expertise are the attributes, skills, experiences and qualifications that allow Mr. Goldman to make a valuable contribution as one of our directors.

Baruch Halpern has served as one of our directors since January 2012. For more than 20 years, Mr. Halpern has been involved in equity research, advisory, capital raises, and has served as managing director of Halpern Capital, Inc., a boutique investment banking firm founded by Mr. Halpern in 2002. He has also held senior finance positions at major corporations. Since 2009, Mr. Halpern has been managing director of CrossCredit Capital, LLC, a firm focused on structured financial solutions, and since 2010 he has been managing director of Carbon Capital Advisors, LLC, a firm focused on green energy and carbon footprint amelioration. He is chairman and founder of Sustain:Green, a firm founded in 2012 offering financial products such as prepaid debit and credit cards designed to fight climate change. Prior to founding Halpern Capital in 2002, Mr. Halpern held various sell-side analyst positions. Additionally, he gained substantial buy-side experience as vice president and portfolio manager at Fred Alger & Co., an investment advisory firm. At Fred Alger & Co., Mr. Halpern served as a research group leader, managing a $1 billion portfolio with more than 600 companies in a broad range of industries. Mr. Halpern has an extensive corporate and industry background, having also held positions with Celanese Corporation and Beech-Nut, Inc. Mr. Halpern received his masters of business administration in finance from Baruch College. Mr. Halpern has been a CFA Charter holder since 1982 and holds numerous FINRA certifications. The Board believes that Mr. Halpern’s financial advisor and investment advisor experience, accounting and finance knowledge, and his detailed knowledge of our business structure and our products, are the attributes, skills, experiences and qualifications that allow Mr. Halpern to make a valuable contribution as one of our directors. Mr. Halpern was appointed as a director in connection with the financing under our January 2012 note and warrant purchase agreement.

Henk W. Hoogenkamp has served as one of our directors since April 2012. Since 2006, Mr. Hoogenkamp has been an author and an independent management consultant to multiple companies, including us from time to time. From 1990 to 2006, Mr. Hoogenkamp served as a senior director of strategic technology with Solae, a wholly owned subsidiary of DuPont. Mr. Hoogenkamp has authored eleven books on the importance of dairy protein and vegetable protein in formulated foods, beverages and meat products. He has published over 500 articles in 14 languages discussing protein ingredient solutions. Mr. Hoogenkamp is a member of several strategic and technology advisory boards to global food and ingredient companies. He previously served as the President of DMV-Campina USA, now Royal FrieslandCampina, the world's largest dairy protein operator. In December 1996, Mr. Hoogenkamp received an honorary doctoral degree from the Institute of Sports Medicine, in Bucharest, Romania, for his pioneering work on the effects of protein supplementation for elite sport performance. The Board believes that Mr. Hoogenkamp’s extensive knowledge of protein ingredient solutions, experience as a member of the strategic and technology advisory boards, network of contacts and relationships in this industry and his work experience, are the attributes, skills, experiences and qualifications that allow Mr. Hoogenkamp to make a valuable contribution as one of our directors. The investors in our January 2012 note and warrant financing had the right to designate one individual for the Board to consider appointing as a director on our Board. The investors designated Mr. Hoogenkamp, and after consideration and evaluation, the Board appointed Mr. Hoogenkamp as one of our directors.

Robert C. Schweitzer has served as a director and chairman of the board since October 2012. Mr. Schweitzer was formerly the president of Shay Investment Services Inc., a holding company consisting of a bank, an investment management company, and a broker-dealer. He served in that capacity from 2007 to 2012. From 2005 until 2007, Mr. Schweitzer was the Florida regional president of Northwest Savings Bank. Prior to 2005, he held numerous executive management positions at several banks and was also a director and head of real estate consulting for Coopers & Lybrand. He is currently chairman of the board of PetMed Express, Inc. (PETS/NASDAQ) and serves on the board of directors of Altisource Asset Management (AAMC/NYSE) and OmniComm Systems, Inc. (OMCM/OTCQB). He also has served on the boards of three privately held companies and several not-for-profit entities. Mr. Schweitzer holds a master of business administration degree from the University of North Carolina, and a bachelor of science degree from the United States Naval Academy. He served in the United States Navy in the Nuclear Submarine Force and Navy Reserve for 30 years and retired with a rank of captain. The Board believes that Mr. Schweitzer’s extensive experience in the financial services and investment industries, outside board experience with public, privately held and not-for-profit entities and extensive business knowledge, are the attributes, skills, experiences and qualifications that allow Mr. Schweitzer to make a valuable contribution as one of our directors.
Robert S. Kopriva will be appointed as a director upon the listing of our common stock and warrants on The Nasdaq Capital Market. Mr. Kopriva currently serves as Co-Chairman of Rupari Foods, a Wind Point portfolio company. He is also a senior advisor to the CEO of Bar-S Foods, a $500 million processed meat company, acquired by Sigma Alimentos in September 2010. Mr. Kopriva was the former chairman of Premium Standard Farms, a $900 million public company. Prior to Premium Standard Farms, he was president and CEO of Sara Lee Foods, where he headed the integration of the U.S. supply chain and the U.S. food businesses before also assuming responsibility for the Mexican and European meat businesses. Mr. Kopriva held various positions at Sara Lee including President of Jimmy Dean. He served as a director of Santa Maria Foods, a former Wind Point portfolio company. He holds a bachelors degree in accounting from the University of Illinois and an MBA from the Kellogg School of Management at Northwestern University. The Board believes that Mr. Kopriva’s extensive experience in the food industry, management and board experience with public entities, financial expertise and business knowledge, are the attributes, skills, experiences and qualifications that allow Mr. Kopriva to make a valuable contribution as one of our directors.

Peter A. Woog will be appointed as a director upon the listing of our common stock and warrants on The Nasdaq Capital Market. Mr. Woog is currently a Partner at Najafi Companies where he seeks and evaluates acquisition opportunities, participates in the negotiation and due diligence process and assists the management of the acquired company during the post sale period. Mr. Woog works closely with currently held companies for strategic, business and financial planning. Previously, Mr. Woog was with AT&T for over three decades, rising to vice-president. In 1995, he became the chief executive officer and a director of Cable Systems Holdings and Cable Systems International when CitiCorp Venture Capital acquired the copper cable products division from AT&T. This portfolio company then acquired a number of closely-held as well as publicly-traded communications companies. During this period he also was a director of IPC Communications, IXNET, and LoDan Electronics. Following the sale of these businesses he established Gray Fox Enterprises, a management consulting firm, where he assisted corporate managers and investors with business strategies and execution. Among a number of assignments, he was CEO of International FiberCom and led the restructuring and sale of the company. Mr. Woog holds a bachelors degree in mechanical engineering from Lowell Technological Institute (University of Massachusetts-Lowell) and a master of science in management science from Stevens Institute of Technology. The Board believes that Mr. Woog’s extensive experience in strategic, business and financial planning and extensive business knowledge and management experience are the attributes, skills, experiences and qualifications that allow Mr. Woog to make a valuable contribution as one of our directors.

Board Independence

Our securities are currently not listed on a national securities exchange or in an inter-dealer quotation system which has requirements that directors be independent. However, our Board annually determines the independence of each director, based on the independence criteria set forth in the listing standards of the Marketplace Rules of NASDAQ. In making its determinations, the Board considers all relevant facts and circumstances brought to its attention as well as information provided by the directors and a review of any relevant transactions or relationships between each director or any member of his or her family, and the Company, its senior management or our independent registered public accounting firm. Based on its review, the Board determined that each of Messrs. Goldman and Schweitzer is independent under the NASDAQ criteria for independent board members. In addition, the Board has determined that each of Messrs. Kopriva and Woog will also be considered independent under the NASDAQ criteria upon their appointment to the Board.

Board Committees

Audit Committee

The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, assists the Board in its general oversight of our financial reporting, internal controls, and audit functions, and is directly responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. The members of the Audit Committee at the closing of this offering will be David Goldman, Robert C. Schweitzer and Robert S. Kopriva. Each of Messrs. Goldman, Schweitzer and Kopriva is independent under Nasdaq’s independence standards for audit committee members. The Board has determined that each of Messrs. Goldman, Schweitzer and Kopriva is an “audit committee financial expert”, as defined by the rules of the SEC. The charter of the Audit Committee is available on our website at www.ricebrantech.com on the Investor Relations page.

Compensation Committee

The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers and recommends to the Board stock option grants for our executive officers. The members of the Compensation Committee at the closing of this offering will be Robert C. Schweitzer, Robert S. Kopriva and Peter A. Woog. Each of Messrs. Schweitzer, Kopriva and Woog is independent under Nasdaq’s independence standards for compensation committee members. Our chief executive officer often makes recommendations to the Compensation Committee and the Board concerning compensation of other executive officers. The Compensation Committee seeks input on certain compensation policies from the chief executive officer. The charter of the Compensation Committee is available on our website at www.ricebrantech.com on the Investor Relations page.
Nominating and Governance Committee

The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company and the nomination of members of the Board and committees thereof. The members of the Nominating and Governance Committee at the closing of this offering will be David Goldman, Henk W. Hoogenkamp and Peter A. Woog. Each of Messrs. Goldman and Woog is independent under Nasdaq’s independence standards. The charter of the Nominating and Governance Committee is available on our website at www.ricebrantech.com on the Investor Relations page.

Executive Committee

The primary function of the Executive Committee is to exercise the power and authority of the Board as may be necessary during the intervals between meetings of the Board, subject to such limitations as are provided by law or by resolution of the Board. The members of the Executive Committee are Baruch Halpern, Robert C. Schweitzer and W. John Short. There is no charter for the Executive Committee.

Strategic Committee

On April 9, 2013, the Board established a Strategic Committee. The primary functions of the Strategic Committee are to actively engage with management on strategic planning and to review and evaluate potential strategic transactions, with the goal of improving our performance and shareholder value. The members of the Strategic Committee are David Goldman and Robert C. Schweitzer, each of whom is independent under Nasdaq’s independence standards. There is no charter for the Strategic Committee.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. Any waivers of any provision of this code for our directors or officers may be granted only by the Board or a committee appointed by the Board. Any waivers of any provisions of this code for an employee or a representative may be granted only by our chief executive officer or principal accounting officer. We will provide any person, without charge, a copy of this Code. Requests for a copy of the code may be made by writing to RiceBran Technologies at 6720 N. Scottsdale Road, Suite 390, Scottsdale, Arizona 85253, Attention: Chief Financial Officer.

Executive Compensation

Compensation Philosophy

Our Compensation Committee is charged with the evaluation of the compensation of our executive officers and to assure that they are compensated effectively in a manner consistent with our compensation strategy and resources, competitive practice, and the requirements of the appropriate regulatory bodies.

Our compensation philosophy has the following basic components: (i) establish competitive base salaries to attract qualified talent, and (ii) evaluate performance and grant performance-based bonuses that may include equity and cash components. We try to establish executive compensation base salaries to allow us to remain competitive in our industry and to attract and retain executives of a high caliber. Similarly, we try to align a component of annual compensation to performance and achievement of our objectives in an effort to retain highly motivated executives who are focused on performance. We review other public reports and take into account the compensation paid to executives at similarly situated companies, both within and outside of our industry, when determining and evaluating our compensation philosophy and compensation levels. Our performance, including, but not limited to, earnings, revenue growth, cash flow, and continuous improvement initiatives, is a significant part of our evaluation and compensation levels.

Summary Compensation Table

The following table sets forth information regarding compensation earned in or with respect to our fiscal years 2012 and 2011 by:
· each person who served as our chief executive officer in 2012; and
· our two most highly compensated executive officers in 2012, other than our chief executive officer.
We refer to these officers collectively as our named executive officers.

Name and Principal Position
Year
  
Salary
($) (1) (2)
    
Option Awards
($) (1)(3)
    
All Other Compensation
($) (5)
    
Total
($)
  
W. John Short, President and Chief Executive Officer
2012
    
375,000
      
63,886
      
55,124
      
494,010
  
 
2011
    
375,000
      
-
      
67,822
      
442,822
  
 
 
                                
Jerry Dale Belt, Chief Financial Officer and Secretary
2012
    
255,000
      
14,307
      
6,885
      
276,192
  
 
2011
    
255,000
      
-
      
6,885
      
261,885
  
 
 
                                
Colin Garner, Senior Vice President of Sales (4)
2012
    
180,000
      
6,888
      
21,989
      
208,877
  
 
2011
    
180,000
      
-
      
34,921
      
214,921
  

(1) Option awards are reported at grant date fair value, if awarded in the period, and at incremental fair value, if modified in the period. The assumptions used to calculate the fair value of option awards are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for 2012.
(2) As further described in the Narrative Disclosure to the Summary Compensation Table below, in 2011 we granted the named executive officers option awards in lieu of payment of cash salaries representing 20% of each of the named executive officer’s salary for the second half of 2011. In 2012, we also granted the named executive officers option awards in lieu of payment of cash salaries representing 10% with respect to Mr. Short and Mr. Belt and 16.67% with respect to Mr. Garner of the named executive officer’s salary for 2012. The fair value of each option award is included in the “Salary” column of the table above.
(3) Reflects the change in the fair value of options held that were repriced in 2012.
(4) Colin Garner resigned from the Company on November 7, 2013.
(5) All other compensation consists of the following amounts for 2012 and 2011:

 
  
2012
  
 
  
Mr. Short
    
Mr. Belt
    
Mr. Garner
  
 
  
($)
    
($)
    
($)
  
Life insurance premiums
    
19,316
      
-
      
-
  
Commuting expense reimbursements
    
25,683
      
-
      
8,133
(1)
401(k) safe harbor contribution
    
10,125
      
6,885
      
4,500
  
Housing allowance and relocation
    
-
      
-
      
9,356
(1)
Total
    
55,124
      
6,885
      
21,989
  

 
  
2011
  
 
  
Mr. Short
    
Mr. Belt
    
Mr. Garner
  
 
  
($)
    
($)
    
($)
  
Life insurance premiums
    
19,316
      
-
      
-
  
Commuting expense reimbursements
    
34,756
      
-
      
16,127
(1)
401(k) safe harbor contribution
    
13,750
      
6,885
      
4,860
  
Housing allowance
    
-
      
-
      
13,934
(1)
Total
    
67,822
      
6,885
      
34,921
  

(1) Includes Mr. Garner’s relocation expenses from New York to Phoenix. Under the terms of his relocation agreement, as amended, we paid for the costs of his commute between New York and Arizona and provided a housing allowance until March 2012.

Narrative Disclosure to the Summary Compensation Table

The following is a brief description of the employment agreements we entered into with each of the named executive officers and current executive officers. All warrant, option, share and per share information in this prospectus gives retroactive effect to a one-for-200 reverse stock split effective as of November 13, 2013.
W. John Short, President and Chief Executive Officer

On July 6, 2009, we entered into an employment agreement with W. John Short. The term of the employment agreement ran through June 30, 2012, and the term extends automatically for successive one-year terms unless either we or Mr. Short notifies the other in writing at least 180 days prior to the expiration of the then-effective term of its intention not to renew the employment agreement. Mr. Short’s annual salary was $300,000 until it was increased to $350,000 on June 30, 2010. Mr. Short is entitled to a one-time cash bonus of $150,000 and reimbursement if his family relocates to Arizona. Mr. Short is reimbursed for reasonable expenses for commuting between Arizona and Oregon. Mr. Short may be eligible to earn an annual bonus each year up to 75% of his annual salary and a discretionary bonus each year up to 100% of his annual salary, with the actual amount and requirements of these bonuses to be determined by our Board or Compensation Committee. Mr. Short was also entitled to an initial bonus of $100,000 which was paid in January 2011. No bonuses were earned for 2012 or 2011.

In connection with Mr. Short becoming an employee, we granted to Mr. Short employee stock options under our 2005 Equity Incentive Plan to purchase 6,000, 12,000 and 7,000 shares of common stock at a price per share equal to $40.00. The stock option to purchase 6,000 shares of common stock vested as to 2,000 shares on August 15, 2009. Following that date, 334 shares subject to that stock option vested on the last business day of each calendar quarter until fully vested on June 30, 2012. The stock option to purchase 12,000 shares vested as to 4,000 shares on August 15, 2009. Following that date, 667 shares vested on the last business day of each calendar quarter until fully vested on June 30, 2012. The stock option to purchase 7,000 shares vested on July 1, 2012.

On November 6, 2009, we amended Mr. Short’s employment agreement to provide that we maintain a $5,000,000 life insurance policy on Mr. Short’s life during the term of his employment. Prior to November 5, 2011, one-half of the proceeds of the policy was payable for the benefit of Mr. Short and his wife. After November 5, 2011, the policy is for the sole benefit of Mr. Short and his wife.

On July 2, 2010, we amended Mr. Short’s employment agreement, to extend the term of the agreement through the fourth anniversary of the effective date of our plan of reorganization filed with the United States Bankruptcy Court for the District of Arizona, which was November 30, 2010 (Plan Effective Date). The amendment increased Mr. Short’s base salary on the Plan Effective Date to $375,000 from $350,000. In addition, we agreed to pay Mr. Short, within ten days of the Plan Effective Date, (i) an initial bonus of $100,000 (as previously provided for in the initial employment agreement), and (ii) a bonus of $300,000 subject, among other things, to certain restrictions imposed by the Plan of Reorganization. The first bonus of $100,000, earned in 2010, was paid in January 2011.

On July 7, 2010, we granted Mr. Short an additional stock option under our 2010 Equity Incentive Plan to purchase 25,000 shares of common stock at an exercise price of $40.00 per share. This stock option vested as follows: (i) 5,000 shares vested on July 7, 2010 (ii) 5,000 shares vested on the Plan Effective Date and (iii) the remaining 15,000 shares will vest in equal monthly installments on the last day of each month over the 48 month period commencing the month following the Plan Effective Date.

On July 15, 2011, we amended the agreement to provide that 20% of Mr. Short’s salary for the last six months of 2011 be paid in stock options instead of cash. Mr. Short received stock options to purchase up to 3,576 shares at an exercise price equal to $40.00 per share which vested and became exercisable in installments during 2011. The option expired as to 1,962 of the underlying shares on July 15, 2012 and 1,023 of the underlying shares on July 15, 2013. The option will expire as to the remaining 591 of the underlying shares on July 15, 2014.

In 2012, Mr. Short received 90% of his salary under his employment agreement in cash. On April 25, 2012, Mr. Short was granted a stock option to purchase up to 1,719 shares of common stock at an exercise price equal to $24.00 per share. The option vested as to 25% of the underlying shares on April 25, 2012, and the remainder vested in installments through 2012. The fair value of the option on the date of grant equaled 10% of Mr. Short’s salary. In December 2012, the exercise price on all outstanding options held by Mr. Short was lowered from $40.00 per share to $16.00 per share.

For a description of the termination and change in control provisions of Mr. Short’s employment agreement, see “Termination and Change in Control Arrangements”.

Jerry Dale Belt, Chief Financial Officer and Secretary

On June 8, 2010, we entered into an employment agreement with Mr. Belt. Mr. Belt’s term of employment extends through June 1, 2014. Pursuant to the employment agreement, we agreed to pay Mr. Belt an annual salary of $230,000 which increased to $255,000 on January 1, 2011. Mr. Belt may be eligible to earn an annual bonus each year up to 50% of his annual salary and a discretionary bonus each year as determined by our Board or Compensation Committee. No bonuses were earned for 2012 or 2011. In connection with his employment, we granted to Mr. Belt a stock option under our 2010 Equity Incentive Plan to purchase 12,500 shares of common stock at a price per share equal to $40.00. This stock option vested as follows: (i) 2,500 shares vested on June 15, 2010, (ii) 2,500 shares vested on the date the Bankruptcy Court entered an order approving and confirming our plan of reorganization, which was October 27, 2010 and (iii) 157 shares vest each month for 48 months ending October 27, 2014.
On July 15, 2011, we amended the employment agreement with Mr. Belt to provide that 20% of his salary for the last six months of 2011 be paid in stock options instead of cash. Mr. Belt received stock options to purchase up to 2,432 shares at an exercise price equal to $40.00 per share which vested and became exercisable in installments during 2011. The option expired as to 1,335 of the underlying shares expired on July 15, 2012 and as to 696 of the underlying shares on July 15, 2013. The option will expire as to the remaining 402 of the underlying shares on July 15, 2014.

On February 14, 2012, we modified the termination and change in control provisions of Mr. Belt’s employment agreement. For a description of the termination and change in control provisions of Mr. Belt’s employment agreement, see “Termination and Change in Control Arrangements”.

In 2012, Mr. Belt received 90% of his salary under his employment agreement in cash. On April 25, 2012, we granted Mr. Belt a stock option to purchase up to 1,169 shares of common stock at an exercise price equal to $24.00 per share. The option vested as to 25% of the underlying shares on April 25, 2012, and the remainder vested in installments through 2012. The fair value of the option on the date of grant equaled 10% of Mr. Belt’s salary. In October 2012, the exercise price on all outstanding options held by Mr. Belt was lowered from $40.00per share to $16.00 per share.

Colin Garner, Senior Vice President of Sales

Colin Garner was appointed our Senior Vice President of Sales effective September 1, 2010. In connection with his appointment, we entered into an employment agreement with Mr. Garner on September 1, 2010. The agreement terminated September 1, 2012. Under the agreement we agreed to pay Mr. Garner an annual salary of $180,000 which would have increased to $200,000 on January 1, 2012 if Mr. Garner achieved certain sales targets that were approved by our Board. These targets were not met. Mr. Garner was eligible under the agreement to earn an annual bonus each year up to 50% of his annual salary and a discretionary bonus each year as determined by our Board or the Compensation Committee. No bonuses were earned for 2012 or 2011.

Under the terms of the agreement, Mr. Garner was eligible for reimbursement of up to $15,000 of actual moving expenses and reimbursement of up to $1,000 per month in temporary housing cost for up to nine months. Subsequently the temporary housing reimbursements were extended until March 2012.

On September 1, 2010, we granted Mr. Garner a stock option under our 2010 Equity Incentive Plan, expiring September 1, 2020, to purchase 5,000 shares of common stock at a price per share equal to $40.00. The option vests as to 105 shares each month for 48 months ending August 31, 2014.

On July 15, 2011, we entered into an amendment to the employment agreement with Mr. Garner to provide that 20% of his salary for the last six months of 2011 be paid in stock options instead of cash. Mr. Garner received stock options to purchase up to 1,717 shares, at an exercise price equal to $40.00 per share, which vested and became exercisable in installments during 2011. The option expired as to 942 of the underlying shares on July 15, 2012 and as to 491of the underlying shares on July 15, 2013. The option expires as to the remaining 284 of the underlying shares on July 15, 2014.

In 2012, Mr. Garner received 83.4% of his salary under his employment agreement in cash. On April 25, 2012, we granted Mr. Garner a stock option to purchase up to 1,376 shares of common stock at an exercise price equal to $24.00 per share. The option vested as to 25% of the underlying shares on April 25, 2012, and the remainder vested in installments through 2012. The fair value of the option on the date of grant equaled 16.6% of Mr. Garner’s salary. In October 2012, the exercise price on all outstanding options held by Mr. Garner was lowered from $40.00 per share to $16.00 per share.

On November 7, 2013, Mr. Garner resigned from the Company. Mr. Garner’s unvested options expired on his termination date. Options for 1,123,340 shares of common stock are exercisable until February 5, 2014.

Equity Compensation Arrangements

2005 Equity Incentive Plan

The Board adopted the 2005 Equity Incentive Plan (2005 Plan) in May 2005 and our shareholders approved the 2005 Plan in September 2005. Under the terms of the 2005 Plan, we could grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services to us on such terms as are determined by the Board. A total of 50,000 shares of common stock were reserved for issuance under the 2005 Plan. During 2012, no grants were made under the 2005 Plan. As of December 31, 2012, options to purchase a total of 36,982 shares were outstanding. In 2012, the Board determined that no additional grants will be made under the 2005 Plan.

Our Board administered the 2005 Plan, determined vesting schedules on plan awards and can accelerate their schedules for award recipients. Options granted under the 2005 Plan have terms of up to 10 years.
2010 Equity Incentive Plan

The Board adopted our 2010 Equity Incentive Plan (2010 Plan) in February 2010. A total of 125,000 shares of common stock were initially reserved for issuance under the 2010 Plan. The amount reserved increases annually each January 1st by 5% of the outstanding shares as of the prior December 31st. Additionally, in 2011 the Board approved a 40,000 share increase in the number of shares of common stock reserved under the 2010 Plan. Under the terms of the 2010 Plan, we may grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the Compensation Committee. The Compensation Committee administers the 2010 Plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients. The options granted under the 2010 Plan have terms of up to 10 years. As of December 31, 2012, 88,985 shares were available for future issuance under the 2010 Plan. On December 4, 2013 the Board determined that no additional grants will be made under the 2010 Plan.
 
 
  
December 31,
2012
  
 
  
 
Initially reserved
    
125,000
  
Additionally reserved - annual increases
    
99,156
  
Additionally reserved - board action
    
40,000
  
Options granted since inception, net of forfeited, expired or cancelled
    
(114,890
)
Stock granted since inception
    
(60,282
)
Available for issuance under the 2010 Plan
    
88,985
  

Pension Benefits

None of our named executive officers are covered by a pension plan or other similar benefit plan that provides for payments or other benefits at, following, or in connection with retirement.

Nonqualified Deferred Compensation

None of our named executive officers are covered by a defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.
Outstanding Equity Awards

The following table provides information as of December 31, 2012, regarding equity awards held by each of our named executive officers.

 
  
   
Option Awards
 
  
   
# of Securities Underlying Unexercised Options
(# Exercisable)
    
# of Securities Underlying Unexercised Options
(# Un-exercisable)
    
Equity Incentive Plan Awards: # of Securities Underlying Unexercised Unearned Options
(#)
    
Option Exercise Price
($/sh)
  
Option Expiration Date
W. John Short
  
     
25,000
      
-
      
-
      
16.00
  
7/5/2019
 
  
     
10,000
      
-
      
-
      
16.00
  
7/7/2020
 
  
(1)
 
    
7,813
      
7,188
      
-
      
16.00
  
7/7/2020
 
  
(4)
 
    
1,023
      
-
      
-
      
16.00
  
7/15/2013
 
  
(4)
 
    
590
      
-
      
-
      
16.00
  
7/15/2014
 
  
(5)
 
    
1,719
                      
16.00
  
4/25/2022
 
                                      
       
Jerry Dale Belt
          
5,000
      
-
      
-
      
16.00
  
6/15/2020
 
  
(2)
 
    
4,063
      
3,438
      
-
      
16.00
  
6/15/2020
 
  
(4)
 
    
696
      
-
      
-
      
16.00
  
7/15/2013
 
  
(4)
 
    
401
      
-
      
-
      
16.00
  
7/15/2014
 
  
(5)
 
    
1,169
                      
16.00
  
4/25/2022
 
                                      
       
Colin Garner
  
(3)
 
    
2,917
      
2,083
      
-
      
16.00
  
9/1/2020
 
  
(4)
 
    
942
      
-
      
-
      
16.00
  
7/15/2013
 
  
(4)
 
    
283
      
-
      
-
      
16.00
  
7/15/2014
 
  
(5)
 
    
1,375
                      
16.00
  
4/25/2022

(1) Shares underlying the option vest and become exercisable monthly in equal installments over the 48 months ending November 30, 2014.
(2) Shares underlying the option vest and become exercisable monthly in equal installments over the 48 months ending October 27, 2014.
(3) Shares underlying the option vest and become exercisable monthly in equal installments over the 48 months ending August 31, 2014.
(4) Awards granted in lieu of salary for 2011.
(5) Awards granted in lieu of salary for 2012.

Termination and Change in Control Arrangements

We have entered into employment agreements with Mr. Short and Mr. Belt that require us to provide compensation to them upon termination of their employment with us or a change in control of the Company. Regardless of the manner in which their employment terminates, they will be entitled to receive amounts earned during the term of their employment. Such amounts include:

· the portion of their current annual base salary and bonuses which have accrued through the date of termination;

· vested stock options; and

· payment for accrued but unused vacation.

In addition, immediately before a Change of Control Transaction, all stock options granted pursuant to the 2010 Plan will vest and become fully exercisable. Under the 2010 Plan, a “Change of Control Transaction” means the occurrence of any of the following events: (i) any person becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by our then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of its assets; or (iii) the consummation of a merger or consolidation of the Company or a subsidiary with another corporation or any other entity, other than a merger or consolidation which results in our voting securities of the Company outstanding immediately prior thereto continuing to represent at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

In addition to the consideration described above, the amount of compensation payable to each of Mr. Short and Mr. Belt following termination or a change of control is discussed below.
W. John Short

Termination for Disability. In the event we terminate Mr. Short’s employment because of his Disability, Mr. Short is entitled to a lump sum cash payment equal to all reasonable moving expenses incurred by Mr. Short to relocate his family and personal possessions to Bend, Oregon.

“Disability” is defined as Mr. Short’s substantial inability to perform his duties under this Agreement for a continuous period of 90 days or longer, or for 120 days or more in any 12-month period, due to a physical or mental disability.

Termination Without Cause, for Good Reason, Non-renewal of Employment Agreement, for Death or for Work Related Disability. In the event Mr. Short’s employment is terminated (i) by us other than for “cause”, (ii) because we elect to not renew his employment agreement at the end of its term, (iii) Mr. Short terminates his employment for “good reason”, (iv) due to Mr. Short’s death or (v) due to Mr. Short’s “work related disability”, Mr. Short shall be entitled to:

· a cash lump sum payment equal to the greater of (i) the base salary and annual bonuses that Mr. Short would have been paid had he remained employed for the remainder of the then current term or (ii) the base salary and annual bonuses that Mr. Short would have been paid if he remained an employee for 12 months following the date of termination (such amount, the Short Severance Payment);

· his option to purchase a total of 25,000 shares of common stock, expiring July 5, 2019, immediately vests in full and remains exercisable for 2 years following the date of termination; and

· a cash lump sum payment equal to all reasonable moving expenses incurred by Mr. Short to relocate his family and personal possessions to Bend, Oregon.

“Cause” is defined as (i) a material breach of the terms of his employment agreement, which remains uncured for 30 days after written notice of the breach is delivered to Mr. Short, (ii) Mr. Short has been grossly negligent or has engaged in material willful or gross misconduct in the performance of his duties, (iii) Mr. Short has committed, as determined by our Board in good faith, or has been convicted of fraud, moral turpitude, embezzlement, theft, other criminal conduct or any felony, (iv) Mr. Short habitually misuses alcohol, drugs, or any controlled substance, or (v) Mr. Short breaches his proprietary information agreement with us.

“Good Reason” is defined as (i) any material breach by us of Mr. Short’s employment agreement; (ii) a material reduction of his duties or responsibilities, or the assignment of duties or responsibilities to Mr. Short that are not consistent or commensurate with his position as chief executive officer or (iii) any reduction of Mr. Short’s base salary.

“Work-Related Disability” shall mean that Mr. Short, due to a physical disability that arises out of or is incurred in connection with his employment, has been substantially unable to perform his duties under this Agreement for a continuous period of 90 days or longer, or for 120 days or more in any 12 month period; provided, that a “Work-Related Disability” shall not include a disability arising from, or resulting from, stress, mental, nervous, behavioral or emotional disorders, or related conditions or from alcohol, drug, or controlled substance abuse or misuse.

Termination in Connection With a Change of Control. In the event that Mr. Short resigns or is terminated within 60 days before and 90 days after a Change of Control (as defined below), Mr. Short shall be entitled to:

· a cash lump sum payment equal to the Short Severance Payment;

· his options to purchase a total of 25,000 shares of common stock, expiring July 5, 2019, shall immediately vest in full and remain exercisable for 2 years following the date of termination;

· a cash lump sum payment equal to all reasonable moving expenses incurred by Mr. Short to relocate his family and personal possessions to Bend, Oregon; and

· a cash lump sum payment equal to the difference between (i) two times the sum of Mr. Short’s base salary and target bonus level for the year in which the termination occurs and (ii) an amount equal to the Short Severance Payment.

“Change of Control” is defined as the occurrence of any of the following events: (i) the consummation of a merger or consolidation of the Company with any other entity which results in the voting securities of the Company outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) the sale, mortgage, lease or other transfer in one or more transactions not in the ordinary course of business of assets or earning power constituting more than fifty percent (50%) of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any such person or group of persons.
Jerry Dale Belt

Termination Without Cause, for Non-renewal of Employment Agreement, for Good Reason, or Death. In the event Mr. Belt’s employment is terminated (i) by us other than for Cause, (ii) because we elect to not renew his employment agreement at the end of its term, (iii) by Mr. Belt for Good Reason, or (iv) due to Mr. Belt’s death, Mr. Belt shall be entitled to a cash lump sum payment in an amount equal to the base salary that Mr. Belt would have been paid had he remained employed for the 180 day period following the date of his termination (the Belt Severance Payment).

“Cause” is defined as (i) a material breach of the terms of his employment agreement, which breach remains uncured for 30 days following written notice of breach, (ii) Mr. Belt has been grossly negligent or has engaged in material willful or gross misconduct in the performance of his duties, (iii) Mr. Belt has committed, as reasonably determined by our Board, or has been convicted by a court of law of fraud, moral turpitude, embezzlement, theft, or similar criminal conduct, or any felony, (iv) Mr. Belt habitually misuses alcohol, drugs, or any controlled substance, (v) Mr. Belt breaches his proprietary information agreement, or (vi) Mr. Belt fails to meet reasonable written standards established by us for performance of his duties under his employment agreement.

“Good Reason”, is defined as (i) any material breach by us of any provision of Mr. Belt’s employment agreement; (ii) a material reduction of Mr. Belt’s duties or responsibilities, or the assignment of duties or responsibilities to Mr. Belt that are not consistent or commensurate with his position as chief financial officer or (iii) any reduction of Mr. Belt’s base salary other than as part of a general reduction of the salaries of all or substantially all of our employees.
Termination in Connection With a Change of Control. In the event that Mr. Belt resigns or is terminated within 60 days before and 90 days after a Change of Control, Mr. Belt shall be entitled to:

· a cash lump sum payment equal to the Belt Severance Payment;

· his options to purchase a total of 12,500 shares of common stock, expiring June 15, 2020, shall immediately vest in full and remain exercisable for a period of 90 days following termination; and

· a cash lump sum payment equal to the difference between (i) two times the sum of Mr. Belt’s base salary for the year in which the termination occurs and (ii) an amount equal to the Belt Severance Payment.

Director Compensation

Non-employee directors receive the following cash consideration for serving as directors and as members of committees of our Board of Directors:

 
  
General Board Service
    
Executive Committee
    
Audit Committee
    
Nominating and Governance Committee
    
Compen-sation Committee
    
Nutra SA Management Committee Meeting
  
 
  
($)
    
($)
    
($)
    
($)
    
($)
    
($)
  
General board service - all directors
    
40,000
      
-
      
-
      
-
      
-
      
-
  
Service as Chairman
    
25,000
      
-
      
-
      
-
      
-
      
-
  
Committee Assignments:
                                                
Committee Chair
    
-
      
15,000
      
10,000
      
7,000
      
7,000
      
-
  
Members
    
-
      
2,000
      
4,000
      
2,000
      
2,000
      
2,000
  
Meeting Attendance Fees:
                                                
Full Board:
                                                
In-person face-to-face
    
2,000
      
-
      
-
      
-
      
-
      
-
  
Telephonic
    
1,000
      
-
      
-
      
-
      
-
      
-
  

For 2012, the non-employee directors, except those who began service in the fourth quarter of 2012 (Messrs. Goldman and Schweitzer), agreed to accept stock options in lieu of cash for one half of their fees for general board service, service as chairman and committee assignments. The number of shares subject to the stock options issued in lieu of cash was determined by dividing the amount of fees owed by the fair value of an option on the date of issuance.
In addition to the fees reflected in the table above, non-employee directors receive a fee for attendance of management committee meetings of our Nutra SA subsidiary. The fee is $6,000 per meeting attended in Brazil and $2,000 per meeting attended in the United States.

If a director chairs the Board and the Executive Committee, the $15,000 Executive Committee chair fee is not paid.

We reimburse all directors for travel and other necessary business expenses incurred in the performance of director services and extend coverage to them under our directors’ and officers’ indemnity insurance policies. Under the 2010 Equity Incentive Plan, each non-employee director automatically receives an option to purchase 1,250 shares of common stock on January 1 of each year. If a director becomes a member of the Board after January 1 of a year, the director will receive a stock option to purchase a pro rata portion of the 1,250 shares based upon the months remaining in the year after the director was elected. On April 18, 2013, the Board increased the number of shares of common stock that each non-employee director automatically receives annually under the 2010 Equity Incentive Plan from 1,250 to 5,000 shares.

In connection with the increase in the automatic director grant, on April 18, 2013, the Board granted each of the non-employee directors a stock option to purchase up to 3,750 shares of common stock. Each option has an exercise price of $16.00 per share, vests in nine equal monthly installments ending December 31, 2013, and expires on April 18, 2023.

On April 18, 2013, the Board granted each of the directors then serving on the Strategic Committee a stock option to purchase up to 1,250 shares of common stock. Each option has an exercise price of $16.00 per share, vests in twelve equal monthly installments ending March 31, 2014 and expires on April 18, 2018. The members of the Strategic Committee receive no additional compensation for serving on the committee.

Director Compensation Table

The following director compensation table sets forth summary information concerning the compensation paid to our non-employee directors in 2012 who served on the Board during the year:

 
  
Fees Earned or Paid in Cash
    
Option Awards
    
All Other Compen-sation
    
Total
  
Name
  
($) (1)
    
($) (2)
    
($)
    
($)
  
David Goldman
    
16,917
      
2,519
      
-
      
19,436
  
Baruch Halpern
    
33,000
      
40,764
      
-
      
73,764
  
Henk W. Hoogenkamp
    
25,750
      
38,501
      
157,461
(4)
    
221,712
  
Richard H. Koppes (3)
    
37,500
      
51,410
      
-
      
88,910
  
James C. Lintzenich (3)
    
37,208
      
49,527
      
79,020
(5)
    
165,755
  
Edward L. McMillan (3)
    
42,500
      
56,771
      
78,877
(5)
    
178,148
  
John J. Quinn (3)
    
37,250
      
49,074
      
-
      
86,324
  
Steven W. Saunders (3)
    
-
      
24,625
      
97,158
(5)
    
121,783
  
Robert C. Schweitzer
    
19,583
      
2,519
      
-
      
22,102
  

(1) Amounts shown in this column reflect the annual aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees, committee and/or chairmanship fees, and meeting fees. In addition, the amount shown for Mr. Lintzenich includes $7,000 for attendance at management committee meetings of our Nutra SA subsidiary and the related retainer.
(2) The amount shown is the grant date fair value of each award, and the assumptions used to calculate the fair value are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for 2012. As of December 31, 2012, the directors named in the table held outstanding option awards to purchase the following number of shares of our common stock: David Goldman, 313 shares; Baruch Halpern, 1,996 shares; Henk W. Hoogenkamp, 1,545 shares; Richard H. Koppes, 3,179 shares; James C. Lintzenich, no shares; Edward L. McMillan, no shares; John J. Quinn, 5,756 shares; Steven W. Saunders, no shares; and Robert C. Schweitzer, 313 shares.
(3) Messrs. Koppes, Lintzenich, McMillan, Quinn and Saunders resigned from the Board on June 18, 2013, November 9, 2012, November 7, 2012, December 2, 2012 and January 18, 2012, respectively.
(4) The amount shown represents fees earned by Mr. Hoogenkamp under a consultant agreement. It includes the fair value of 5,000 shares of stock issued under the agreement as well as cash fees.
(5) The amounts shown represent the fair value of 5,340, 5,635 and 4,049 shares of our common stock granted to Messrs. Lintzenich, McMillan, and Saunders, respectively, in exchange for the cancellation of options for the purchase of 8,057, 8,381 and 7,283 shares of our common stock, respectively.
RELATED PARTY TRANSACTIONS

As provided in our Audit Committee charter, our Audit Committee reviews and approves, unless otherwise approved by our Compensation Committee, any transaction or series of similar transactions to which we were or are to be a party in which the amount involved exceeds $120,000 and in which any director, director nominee, executive officer or holder of more than 5% of any class of our capital stock, or members of any such person’s immediate family, had or will have a direct or indirect material interest (each such transaction, a Related Party Transaction). Each Related Party Transaction has been approved by our Board, Audit Committee or Compensation Committee.

Other than compensation described above in “Management - Executive Compensation”, we believe that there have been no Related Party Transactions since January 1, 2011, other than those described below.

Transactions with Mr. Hoogenkamp

In 2011, Mr. Hoogenkamp, a director of the Company, performed consulting services for us under an independent contractor agreement dated April 30, 2008, as amended pursuant to a letter agreement dated September 18, 2009, and pursuant to a second amendment to independent contractor agreement dated December 4, 2010. Under the agreement, as amended, we agreed to pay Mr. Hoogenkamp a total of $90,000 as compensation for Mr. Hoogenkamp’s services in 2011. In addition, we issued Mr. Hoogenkamp 750 shares of our common stock which fully vested on December 31, 2011.

On June 30, 2011, we entered into a third amendment to independent contractor agreement with Mr. Hoogenkamp, which reduced the scope of Mr. Hoogenkamp’s consulting services and reduced his compensation during the period of July 1, 2011 through December 31, 2011. Mr. Hoogenkamp agreed to be paid $36,000 for his consulting services in 2011. In addition, we agreed to extend the exercise period for certain stock options issued to Mr. Hoogenkamp for the purchase of up to 2,200 shares of our common stock to June 30, 2015.

On September 8, 2011, Mr. Hoogenkamp agreed to accept 2,500 shares of our common stock in full satisfaction of $105,000 owed for services previously provided.

Effective January 1, 2012, under a one-year independent contractor consulting agreement, we issued Mr. Hoogenkamp 5,000 shares of our common stock, which vested in twelve equal monthly installments during 2012. On April 1, 2012, in connection with Mr. Hoogenkamp’s appointment to the Board, we terminated the independent contractor agreement and agreed to immediately vest all of the nonvested shares of common stock previously granted under the agreement. During 2011 and 2012, we paid Mr. Hoogenkamp $40,000 and $1,000, respectively, for fees owed under the independent contractor agreement.

In December 2012, we lowered the exercise price on options for the purchase of up to 2,500 shares to $16.00. The options had been granted to Mr. Hoogenkamp for services rendered prior to his appointment to the Board on April 1, 2012.

Transactions with Baruch Halpern

In January 2012, Baruch Halpern became a member of our board of directors. Mr. Halpern is a principal in Halpern Capital, Inc. (HC). Under a February 2011 financial advisor agreement we are obligated to pay HC success fees ranging from 2.5% to 5.0% of the consideration received from certain equity, convertible securities or debt transactions. We were also required to issue warrants to purchase shares of common stock that equal from 2.5% to 5.0% of the consideration received in those transactions, divided by either the market price of the common stock or the conversion price of the securities issued in the transaction. This agreement terminated April 1, 2012, however, we remained obligated to pay HC success fees and issue HC warrants on any transaction with an investor introduced by HC occurring though March 31, 2013.

We issued the transactional warrants listed in the table below under the terms of our financial advisor agreement with HC.

 
  
At Issuance in 2012
  
As of December 10, 2013
Date of Warrants
  
Shares Underlying Warrant
(#)
    
Exercise Price of Warrant at Issuance
($ Per Share)
  
Expiration Date of Warrant
  
Shares Underlying Warrant
(#)
    
Exercise Price of Warrant
($ Per Share)
  
Expiration Date of Warrant
Jan. 17, 2012
    
1,250
      
30.00
  
Jan. 17, 2017
    
2,679
      
14.00
  
Jan. 17, 2017
Jan. 18, 2012
    
5,563
      
20.00
  
Jan. 18, 2017
    
7,946
      
14.00
  
Jan. 18, 2017
May 17, 2012
    
63
      
20.00
  
May 17, 2017
    
89
      
14.00
  
May 17, 2017
Jul. 31, 2012
    
2,411
      
14.00
  
Jul. 31, 2017
    
2,411
      
14.00
  
Jul. 31, 2017
Aug. 31, 2012
    
268
      
14.00
  
Aug. 31, 2017
    
268
      
14.00
  
Aug. 31, 2017

(1) All of the transactional warrants contain full ratchet anti-dilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise.
(2) Effective July 31, 2012, the exercise prices on these transactional warrants were reduced under full ratchet anti-dilution provisions, to $14.00 per share and the number of underlying shares increased to equal the number of original underlying shares times the initial exercise price divided by $14.00 per share.
During the period from January 1, 2011, to the date of this filing, we issued several convertible notes to Mr. Halpern and to the Shoshanna Shapiro Halpern Revocable Trust, a trust beneficially owned by Mr. Halpern (the Trust). In connection with the issuance of the convertible notes, we also issued warrants to Mr. Halpern and the Trust. The transactions are summarized below.

Date of Note and Warrant
  
Principal Amount of Note
($)
    
Interest Rate on Note
(%)
    
Conversion Rate on Note
($ Per Share)
  
Maturity Date of Note
  
Shares Underlying Warrant
(#)
    
Exercise Price of Warrant
($ Per Share)
  
Expiration Date of Warrant
  
Cash We Received for Note and Warrant
($)
  
Feb. 14, 2011
 (1)  
500,000
      
8.5
      
50.00
  
Feb. 13, 2013
    
2,500
      
50.00
  
Feb. 13, 2015
    
500,000
  
June 29, 2011
 (2)  
739,052
      
10.0
      
42.00
  
June 30, 2014
    
3,650
      
46.00
  
Dec. 14, 2014
    
230,000
  
July 15, 2011
 (2)  
270,000
      
10.0
      
42.00
  
June 30, 2014
    
1,350
      
46.00
  
Dec.14, 2014
    
270,000
  
Aug. 31, 2011
 (2)  
730,000
      
10.0
      
42.00
  
June 30, 2014
    
3,650
      
46.00
  
June 30, 2015
    
730,000
  
Oct. 7, 2011
 (3)  
1,773,186
      
10.0
      
40.00
  
Oct. 7, 2014
                
 
    
-
  
Oct. 7, 2011
 (3)  
550,000
      
10.0
      
40.00
  
Oct. 7, 2014
    
11,616
      
44.00
  
June 30, 2015
    
550,000
  
Jan. 18, 2012
 (4)  
2,500,000
      
10.0
      
20.00
  
Jan. 18, 2015
    
125,000
      
24.00
  
Jan. 18, 2018
    
112,523
  
July 31, 2012
    
100,000
      
10.0
      
20.00
  
July 31, 2015
    
7,143
      
16.00
  
July 31, 2017
    
100,000
  

(1) The convertible note and warrant issued to Mr. Halpern February 14, 2011, were cancelled in connection with the issuance of the June 29, 2011 and July 15, 2011, convertible notes and warrants to Mr. Halpern.
(2) The convertible notes and warrants issued to Mr. Halpern June 29, 2011, July 15, 2011, and August 31, 2011, were cancelled in connection with the issuance of the October 7, 2011, convertible notes and warrants to the Trust.
(3) The convertible notes and warrants issued to the Trust October 7, 2011, were cancelled in connection with the issuance of the January 18, 2012, convertible notes and warrants to the Trust.
(4) The convertible note and warrant issued to the Trust January 18, 2012, were issued in exchange for $112,523 and cancellation of the convertible notes and related warrant held by the Trust, dated October 7, 2011.

As of the date of this filing the convertible notes and related warrants listed below remain outstanding:

Investor
  
Principal Amount of Note
($)
    
Interest Rate on Note
(%)
    
Conversion Rate on Note
($ Per Share)
  
Maturity Date of Note
  
Shares Underlying Warrant
(#)
    
Exercise Price of Warrant
($ Per Share)
  
Expiration Date of Warrant
  
Cash We Received for Convertible Notes and Warrants
($)
  
At Issuance in 2012
  
   
   
 
 
  
   
 
 
  
 
Issued Jan. 18, 2012
    
2,500,000
      
10.0
      
20.00
  
Jan. 18, 2015
    
125,000
      
24.00
  
Jan. 18, 2017
    
112,523
  
Issued July 31, 2012
    
100,000
      
10.0
      
14.00
  
Jul. 31, 2015
    
7,143
      
16.00
  
Jul. 31, 2017
    
100,000
  
 
                        
 
                
 
        
As of December 10, 2013
                        
 
                
 
        
Issued Jan. 18, 2012
    
2,500,000
      
10.0
      
14.00
  
Jul. 31, 2015
    
178,571
(1)
    
16.00
  
Jul. 31, 2017
  
NA
  
Issued July 31, 2012
    
100,000
      
10.0
      
14.00
  
Jul. 31, 2015
    
7,143
      
16.00
  
Jul. 31, 2017
  
NA
  

(1) On July 31, 2012, the warrants issued to the Trust were amended such that the exercise price decreased to $16.00 and the number of shares of common stock underlying such warrants increased from 125,000 to 178,571. In addition, the term of the warrant was extended to July 31, 2017. Had the warrant not been amended, the exercise price would have been reduced to $14.00 per share under the anti-dilution provisions in the warrant.

The convertible notes and warrants listed above contain full ratchet anti-dilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise. Interest on the convertible notes is payable monthly at an annual rate of 10%. We cannot prepay the notes. The holders of the notes may elect to receive shares of common stock in lieu of cash as payment of interest. The amount of shares issuable for the interest would be 120% of the accrued interest for a month divided by 80% of the 20 trading day volume weighted average price (VWAP) of our common stock as of the end of the applicable month. All unpaid interest and principal is due when the notes mature. The convertible notes are secured by a junior interest in substantially all of our assets, excluding our interest in our Nutra SA subsidiary.
In January 2012, we agreed to extend the expiration dates on certain warrants held by Mr. Halpern and his family, for the purchase of 25,833 shares of common stock at an exercise price of $20.00 per share from July 1, 2014 to January 18, 2017.

Effective April 1, 2013, we issued a promissory note in the principal amount of $50,000 to Mr. Halpern. The note bore interest at 10% and was repaid in full in June 2013.

Other transactions with Mr. Halpern, the Trust and HC are summarized in the table below (in thousands).

 
  
Jan. 1, 2013
to
December 10,
2013
    
2012
    
2011
  
Success fees earned by HC under financial advisor agreement payable in cash
  
$
-
    
$
164
    
$
26
  
Interest earned by Mr. Halpern and the Trust
    
239
      
243
      
225
  
Interest paid to Mr. Halpern and the Trust
    
72
      
242
      
7
  
Payments to HC relevant to HC's class 6 general unsecured creditor claim
(1)
    
-
      
256
      
754
  

(1) HC had a class 6 general unsecured creditor claim as part of our payment obligations under an amended plan of reorganization. The claim represented payment for services rendered prior to our November 2009 bankruptcy petition filing.
 
On November 13, 2013, Baruch Halpern agreed to exchange and cancel all of the outstanding warrants he beneficially owns for 710,056 shares of our common stock upon our raising of at least $7.0 million under this offering.  In addition, Mr. Halpern agreed to amend his subordinated notes to reduce the interest rate under the notes to five percent (5%) from ten percent (10%) and to remove the conversion feature and anti-dilutive protections under the note.  The shares issuable to Mr. Halpern will not be issued until after our shareholders approve an increase in our authorized shares of common stock which increase we have agreed to request by July 1, 2014.
 
Other Related Party Transactions

Mr. Short, chief executive officer and director of the Company, Zanesville Partners Fund, LLC, which is beneficially owned by Mr. Lintzenich, a former director of the Company, and the Edward L. McMillan Revocable Trust, which is beneficially owned by Mr. McMillan, a former director of the Company, invested in our convertible notes and related warrants. Their investments are summarized in the table below.

Investor
  
Principal Amount of Note and Cash We Received
($)
    
Interest Rate on Note
(%)
    
Conversion Rate on Note
($ Per Share)
  
Maturity Date of Note
  
Shares Underlying Warrant
(#)
    
Exercise Price of Warrant
($ Per Share)
  
Expiration Date of Warrant
At Issuance January 18, 2012
  
   
   
 
 
  
   
 
       
W. John Short
    
25,000
      
10.0
      
20.00
  
Jan. 18, 2015
    
1,250
      
24.00
  
Jan. 18, 2017
Zanesville Partners Fund, LLC
    
50,000
      
10.0
      
20.00
  
Jan. 18, 2015
    
2,500
      
24.00
  
Jan. 18, 2017
Edward L. McMillan Revocable Trust
    
25,000
      
10.0
      
20.00
  
Jan. 18, 2015
    
1,250
      
24.00
  
Jan. 18, 2017
 
                        
 
                
        
At Issuance April 9, 2013
                        
 
                
       
W. John Short
    
25,000
      
10.0
      
14.00
  
Jul. 31, 2015
    
1,786
      
16.00
  
Jul. 31, 2017
 
                        
 
                
        
As of December 10, 2013
                        
 
                
       
W. John Short
    
25,000
      
10.0
      
14.00
  
Jul. 31, 2015
    
1,786
      
16.00
  
Jul. 31, 2017
Zanesville Partners Fund, LLC
    
50,000
      
10.0
      
14.00
  
Jul. 31, 2015
    
4,286
      
14.00
  
Jul. 31, 2017
Edward L. McMillan Revocable Trust
    
25,000
      
10.0
      
14.00
  
Jul. 31, 2015
    
2,143
      
14.00
  
Jul. 31, 2017
W. John Short
    
25,000
      
10.0
      
14.00
  
Jul. 31, 2015
    
1,786
      
16.00
  
Jul. 31, 2017

The convertible notes and warrants listed above contain full ratchet anti-dilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise. Interest on each convertible note is payable monthly at an annual rate of 10%. We cannot prepay the notes. The notes are secured by a junior interest in substantially all of our assets, excluding our interest in our Nutra SA subsidiary. During 2012, we paid to Mr. Short, Zanesville Partners Fund, LLC and Edward L. McMillan Revocable Trust, interest on the convertible notes of $2,391, $4,781 and $2,391, respectively. From January 1, 2013, through the date of this filing, we paid Mr. Short, Zanesville Partners Fund, LLC and Edward L. McMillan Revocable Trust, interest on the convertible notes of $425, $4,589 and $2,295, respectively.
On June 18, 2013, Mr. Short made a payment-in-kind election for interest accruing under the notes from February 2013 through June 2014. In connection with the election, we issued 83 shares of common stock to Mr. Short on June 18, 2013. We also issued a warrant with 234 underlying shares and we increased the shares underlying Mr. Short’s convertible notes by 234 shares as payment for interest accruing under the convertible notes from February 1, 2013, through the date of this filing. The warrant expires May 31, 2018, and has an exercise price of $16.00 per share.
 
On November 13, 2013, John Short agreed to exchange and cancel all of the outstanding warrants he beneficially owns for 12,777 shares of our common stock upon our raising of at least $7.0 million under this offering.  In addition, Mr. Short agreed to amend his subordinated notes to reduce the interest rate under the notes to five percent (5%) from ten percent (10%) and to remove the conversion feature and anti-dilutive protections under the note.  The shares issuable to Mr. Short will not be issued until after our shareholders approve an increase in our authorized shares of common stock which increase we have agreed to request by July 1, 2014.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock as of December 10, 2013, by (i) each person or entity who is known by us to own beneficially more than 5% of the outstanding shares of that class or series of our stock, (ii) each of our directors and director nominees, (iii) each of the named executive officers, and (iv) all directors, director nominees and executive officers as a group.

The table is based on information provided to us or filed with the SEC by our directors, executive officers and principal shareholders. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares. Shares of common stock issuable upon exercise or conversion of options, warrants or promissory notes that are currently exercisable or convertible or are exercisable or convertible within 60 days after December 10, 2013, are deemed outstanding for purposes of computing the percentage ownership of the person holding such securities, but are not deemed outstanding for computing the percentage of any other shareholder. Unless otherwise indicated, the address for each shareholder listed in the following table is c/o RiceBran Technologies, 6720 N. Scottsdale Rd, Suite # 390, Scottsdale, AZ 85253.

 
  
Stock Beneficially Owned Prior to the Offering
    
Stock Beneficially Owned After the Offering
  
Name and Address of Beneficial Owner
  
Number
    
Percentage (1)
    
Number
    
Percentage (1)
  
Gregory Vislocky (11)
7700 NE Parkway Dr., Ste 300
Vancouver, WA 98662
 60,528 4.99 % 517,683 11.27 %
 
W. John Short (2)
    
58,128
      
4.81
%
     63,293       1.36 %
David Goldman (3)
    
6,404
      
*
       6,404       *  
Baruch Halpern (4)
    
60,320
      
4.99
%
     721,002       15.62 %
Henk W. Hoogenkamp (5)
    
18,198
      
1.57
%
     18,198       *  
Robert S. Kopriva (10)
    
-
      
*
       -       *  
Robert C. Schweitzer (6)
    
6,854
      
*
       6,854       *  
Peter A. Woog (10)
    
-
      
*
       -       *  
Jerry Dale Belt (7)
    
12,664
      
1.09
%
     12,664       *  
Robert D. Smith, PhD (8)
    
2,500
      
*
       2,500       *
 
                                
All directors and executive officers as a group (9 persons) (9)
    
165,068
      
14.32
%
     830,915       18.10 %

(1) Prior to and after the offering, applicable percentage of ownership is based on 1,152,452 and 4,278,615 shares, respectively, of our common stock outstanding as of December 10, 2013, together with (i) shares issuable upon exercise of options and warrants exercisable within 60 days of December 10, 2013, which assumes the issuance of 1,554,734 shares in the Exchange and 134,250 shares to Mr. Vislocky for November 2013 note purchases and (ii) shares issuable upon conversion of debt convertible within 60 days of the date of this prospectus.
(2)
Prior to the offering, includes 1,250 shares held by the KAWJS Trust, 82 shares held by Mr. Short, 49,184 shares issuable upon exercise of options held by Mr. Short, 3,806 shares issuable upon exercise of warrants held by Mr. Short and 3,806 shares issuable upon conversion of promissory notes held by Mr. Short. Upon our raising at least $7.0 million in this offering, Mr. Short's warrants will be exchanged for 12,777 shares of our common stock and the notes will no longer be convertible. The impact of the exchange and removal of the conversion feature of the notes is reflected in the post-offering column.
After the offering, includes 1,250 shares held by the KAWJS Trust, 82 shares held by Mr. Short, 49,184 shares issuable upon exercise of options held by Mr. Short, and 12,777 shares issuable upon an increase in our authorized shares.
(3) Includes 50 shares held by the David Goldman & Lois A Goldman TRS FBO GOLDMAN FAMILY TRUST UA 04/23/2004 and 6,354 shares issuable upon exercise of options held by Mr. Goldman.
(4)
Prior to the offering, includes (i) 178,571 shares underlying a convertible promissory note and 178,571 shares underlying a warrant held by the Shoshana Shapiro Revocable Trust, (ii) 2,200 outstanding shares, 7,143 shares underlying a convertible promissory note and 18,206 shares subject to warrants held by Mr. Halpern, (iii) 1,750 shares and 34,619 shares underlying warrants held by the Baruch Halpern Revocable Trust and (iv) 6,996 shares issuable upon exercise of options held by Mr. Halpern. The convertible promissory notes and the warrants (Halpern Blocked Securities) are not exercisable or convertible into shares of our common stock to the extent such exercise or conversion would cause Mr. Halpern to beneficially own more than 4.99% of our outstanding common stock, unless the holders provide us with sixty one days’ prior written notice that the blockers should not apply. No such notice has been provided. Because of these blockers, the beneficial ownership described in the table above represents Mr. Halpern’s beneficial ownership of 4.99% of our common stock. Upon our raising at least $7.0 million in this offering, Mr. Halpern's warrants will be exchanged for 710,056 shares of our common stock and the notes will no longer be convertible. The impact of the exchange and removal of the conversion feature of the notes is reflected in the post-offering column.
After the offering, includes 1,750 shares held by the Baruch Halpern Revocable Trust, 6,996 shares issuable upon exercise of options and 710,056 shares issuable upon an increase in our authorized shares.
(5) Includes 8,774 shares issuable upon exercise of options.
(6) Includes 6,354 shares issuable upon exercise of options.
(7) Includes 12,664 shares issuable upon exercise of options.
(8) Includes 2,500 shares issuable upon exercise of options.
(9)
Prior to the offering, includes 100,408 shares issuable upon exercise or conversion of options, warrants and promissory notes and 49,375 shares underlying the Halpern Blocked Securities.
After the offering, includes 92,796 shares issuable upon exercise of stock options and 722,833 shares issuable upon an increase in our authorized shares.
(10) Mr. Kopriva and Mr. Woog will be appointed directors upon the listing of our common stock and warrants issued in this offering on The NASDAQ Capital Market.
(11)
Prior to the offering, includes 178,571 shares underlying convertible promissory notes and 178,571 shares underlying warrants. The convertible promissory notes and the warrants are not exercisable or convertible into shares of our common stock to the extent such exercise or conversion would cause Mr. Vislocky to beneficially own more than 4.99% of our outstanding common stock, unless the he provides us with sixty one days’ prior written notice that the blockers should not apply. No such notice has been provided. Because of these blockers, the beneficial ownership described in the table above represents Mr. Vislockys beneficial ownership of 4.99% of our common stock. Upon our raising at least $7.0 million in this offering, Mr. Vislocky's warrants will be exchanged for 517,683 shares of our common stock and the notes will no longer be convertible. The impact of the exchange and removal of the conversion feature of the notes is reflected in the post-offering column.
After the offering, includes 517,683 shares issuable upon an increase in our authorized shares.
DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 6.0 million shares of common stock, no par value, and 20.0 million shares of Preferred Stock, no par value, of which 3,000,000 shares are designated Series A Preferred Stock, 25,000 shares are designated Series B preferred Stock, 25,000 shares are designated Series C Preferred Stock, 10,000 shares are designated Series D Preferred Stock and 2,743 shares are designated Series E Preferred Stock. As of December 10, 2013, there were 1,152,452 shares of common stock outstanding and no shares of preferred stock outstanding.

Common Stock

Holders of our common stock are entitled to receive ratably dividends when, as, and if declared by our board of directors out of funds legally available therefor. Upon our liquidation, dissolution, or winding up, the holders of our common stock are entitled to receive ratably the net assets available after the payment of all debts and other liabilities and subject to the prior rights of our outstanding preferred shares, if any. However, there are no assurances that upon any such liquidation or dissolution, there will be any net assets to distribute to the holders of our common stock.

The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our shareholders. Under certain circumstances, California law permits the holders of our common stock to cumulate their votes for the election of directors, in which case holders of less than a majority of the outstanding shares of our common stock could elect one or more of our directors. Holders of our common stock have no preemptive, subscription, or redemption rights. The outstanding shares of our common stock are fully paid and nonassessable. The rights and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of holders of shares of preferred stock that we may designate and issue in the future.

Preferred Stock

Our board of directors is authorized to issue preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations and restrictions thereof, including dividend rights and rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without any vote or action by our shareholders. Any preferred stock to be issued could rank prior to our common stock with respect to dividend rights and rights on liquidation. Our board of directors, without shareholder approval, may issue preferred stock with voting and conversion rights which could adversely affect the voting power of holders of our common stock and discourage, delay or prevent a change in control of the Company.

Warrants

As of December 10, 2013, warrants for the issuance of 719,128 shares of our common stock were outstanding, exercisable at a weighted average exercise price of $15.40 per share, exercisable through various dates expiring through July 18, 2018. Effective as of November 13, 2013, certain warrant holders agreed to exchange warrants to purchase 496,060 shares of common stock for 1,554,734 shares of our common stock contingent upon our raising of at least $7.0 million in this offering; however the shares will not be issued until after our next shareholder meeting, which must occur prior to July 1, 2014 and at which time we will request to increase our authorized shares of common stock, provided our shareholders approve such increase. In the event the issuance of shares under the Exchange will constitute an issuance of 20% or more of our outstanding shares of common stock, we will also be required to obtain shareholder approval of the Exchange in accordance with the current NASDAQ Capital Market listing requirements before issuing any shares under the Exchange. Outstanding warrants to acquire 223,067 shares of our common stock, assuming an offering in excess of $7.0 million, include a price protection mechanism in which the exercise price of these warrants will automatically be lowered in the event we issue shares of our common stock for a price less than either $16.00 or $14.00 per share.

Warrants Issued in this Offering

The warrants issued in this offering entitle the registered holder to purchase one share of our common stock at a price equal to 125% of the price per share of common stock sold in this offering, subject to adjustment as discussed below, at any time commencing upon consummation of this offering and terminating at 5:00 p.m., New York City time, on the fifth anniversary of the date of this prospectus.

The warrants will be issued in registered form under a warrant agreement between us and our warrant agent. The material provisions of the warrants are set forth herein but are only a summary and are qualified in their entirety by the provisions of the warrant agreement that has been filed as an exhibit to the registration statement of which this prospectus forms a part.

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the public warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. Under the terms of the warrant agreement, we have agreed to use our best efforts to maintain the effectiveness of the registration statement and current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants. During any period we fail to have maintained an effective registration statement covering the shares underlying the warrants, the warrant holder may exercise the warrants on a cashless basis. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
We may redeem the outstanding warrants without the consent of any third party or the representatives of the underwriters:

• in whole and not in part;

• at a price of $0.01 per warrant at any time after the warrants become exercisable;

• upon not less than 30 days prior written notice of redemption; and

• if, and only if, the last sales price of our common stock equals or exceeds $ per share (subject to adjustment for splits, dividends, recapitalization and other similar events) for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption;

provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement covering shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock.

No fractional shares of common stock will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number of shares of common stock to be issued to the warrant holder. If multiple warrants are exercised by the holder at the same time, we will aggregate the number of whole shares issuable upon exercise of all the warrants.

Representative’s Warrants

We have agreed to grant to Maxim Group LLC, the representative of the underwriters, warrants to purchase a number of shares equal to 5% of the total number of shares of common stock sold in this offering at a price equal to 125% of the price per share of the common stock sold in this offering. The warrants will contain a cashless exercise feature.

Transfer Agent and Warrant Agent

American Stock Transfer & Trust Company, New York, New York, serves as transfer agent for our common stock. American Stock Transfer & Trust Company will also act as the warrant agent for the warrants issued under this offering.
UNDERWRITING

We have entered into an underwriting agreement with Maxim Group LLC acting as the sole book-running manager and sole representative for the underwriters named below. Subject to the terms and conditions of the underwriting agreement, the underwriters named below have agreed to purchase, and we have agreed to sell to them, the number of shares of common stock and warrants to purchase common stock at the public offering price, less the underwriting discounts and commissions, as set forth on the cover page of this prospectus and as indicated below:

Underwriter
  
Number of Shares
  
Maxim Group LLC
    
 
  
Chardan Capital Markets, LLC
    
 
  
Dawson James Securities, Inc.
    
 
  
 
    
 
  
Total
    
 
  

The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the shares and warrants offered by this prospectus are subject to the approval of certain legal matters by their counsel and to other conditions. The underwriters are obligated to take and pay for all of the shares and warrants offered by this prospectus if any such shares and warrants are taken, other than those shares and warrants covered by the over-allotment option described below.

Over-Allotment Option

We have granted to the underwriters an option, exercisable no later than 45 calendar days after the date of the underwriting agreement to purchase up to 262,500 shares of common stock at a price, after the underwriting discount, of $__________ per share and/or warrants to purchase up to 262,500 shares of common stock at a price, after the underwriting discount, of $0.0094 per warrant from us to cover over-allotments. The underwriters may exercise this option only to cover over-allotments, if any, made in connection with this offering. To the extent the option is exercised and the conditions of the underwriting agreement are satisfied, we will be obligated to sell to the underwriters, and the underwriters will be obligated to purchase, these additional shares of common stock and/or warrant to purchase common stock.

Commissions

We have agreed to pay the underwriters (i) a cash fee equal to eight percent of the aggregate gross proceeds raised in this offering and (ii) warrants to purchase that number of shares of our common stock equal to an aggregate of five percent (5%) of the shares of common stock sold in the offering (or 100,625 shares, assuming the over-allotment option is fully exercised). Such underwriters’ warrants shall have an exercise price equal to $_______ per share, which is 125% of the public offering price, terminate five years after the effectiveness of the registration statement of which this prospectus forms a part, and otherwise have the same terms as the warrants sold in this offering except that (1) they will not be subject to redemption by the Company and (2) they will provide for unlimited “piggyback” registration rights with respect to the underlying shares during the two year period commencing six months after the effective date of this offering. Such underwriters’ warrants will be subject to FINRA Rule 5110(g)(1) in that, except as otherwise permitted by FINRA rules, for a period of 180 days following the effectiveness of the registration statement, of which this prospectus forms a part, the underwriters’ warrants shall not be (A) sold, transferred, assigned, pledged, or hypothecated, or (B) the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person.

The representative has advised us that the underwriters propose to offer the shares and warrants directly to the public at the public offering price set forth on the cover of this prospectus. In addition, the representative may offer some of the shares and warrants to other securities dealers at such price less a concession of up to $_________ per share. After the offering to the public, the offering price and other selling terms may be changed by the representative without changing the Company’s proceeds from the underwriters’ purchase of the shares and warrants.
The following table summarizes the public offering price, underwriting commissions and proceeds before expenses to us assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares and warrants. The underwriting commissions are equal to the public offering price per share less the amount per share the underwriters pay us for the shares and warrants.

 
  
Per Share(1)
    
TotalWithoutOverAllotment
    
Total WithOver-Allotment
  
Public Offering price
    
 
      
 
      
 
  
Underwriting discounts and commissions
    
 
      
 
      
 
  
Proceeds, before expenses, to us
    
 
      
 
      
 
  

(1) The fees shown do not include the warrant to purchase shares of common stock issuable to the underwriters at closing.

We estimate that the total expenses of the offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding underwriting discounts and commissions, will be approximately $565,000, all of which are payable by us. In addition, the underwriters will receive commemorative lucite (or other reasonable form) memorabilia and bound books valued up to $1,500.

Lock-Up Agreements
 
We and each of our officers, directors, and certain existing stockholders aggregating at least 38% of our outstanding shares, assuming the issuance of 1,554,734 shares to warrant holders in exchange for warrants, have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable or exchangeable for shares of our common stock for a period of twelve (12) months after the effective date of the registration statement of which this prospectus is a part without the prior written consent of Maxim Group LLC. The lock-up period may be reduced to six (6) months, with respect to 50% of the shares subject to the lock-up, if after the six (6) month anniversary of the closing of the offering (i) the price per share of our common stock is trading at least two times the offering price of our common stock sold under this offering, and (ii) Maxim Group LLC grants a waiver, which waiver will not be unreasonably withheld. 

Maxim Group LLC may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the lock-up period. When determining whether or not to release shares from the lock-up agreements, the representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time.
 
Price Stabilization, Short Positions and Penalty Bids

In connection with this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock. Specifically, the underwriters may over-allot in connection with this offering by selling more shares and warrants than are set forth on the cover page of this prospectus. This creates a short position in our common stock for its own account. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares common stock or warrants over-allotted by the underwriters is not greater than the number of shares of common stock or warrants that they may purchase in the over-allotment option. In a naked short position, the number of shares of common stock or warrants involved is greater than the number of shares common stock or warrants in the over-allotment option. To close out a short position, the underwriters may elect to exercise all or part of the over-allotment option. The underwriters may also elect to stabilize the price of our common stock or reduce any short position by bidding for, and purchasing, common stock in the open market. Since the warrants will not be listed and are not expected to trade, the underwriters cannot purchase the warrants in the open market and, as a result, the underwriters cannot and will not enter into naked short positions.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing a security in this offering because the underwriter repurchases that security in stabilizing or short covering transactions.

Finally, the underwriters may bid for, and purchase, shares of our common stock in market making transactions, including “passive” market making transactions as described below.

These activities may stabilize or maintain the market price of our common stock at a price that is higher than the price that might otherwise exist in the absence of these activities. The underwriters are not required to engage in these activities, and may discontinue any of these activities at any time without notice. These transactions may be effected on NASDAQ, in the over-the-counter market, or otherwise.

In connection with this offering, the underwriters and selling group members, if any, or their affiliates may engage in passive market making transactions in our common stock immediately prior to the commencement of sales in this offering, in accordance with Rule 103 of Regulation M under the Exchange Act. Rule 103 generally provides that:

· a passive market maker may not effect transactions or display bids for our common stock in excess of the highest independent bid price by persons who are not passive market makers;
· net purchases by a passive market maker on each day are generally limited to 30% of the passive market maker’s average daily trading volume in our common stock during a specified two-month prior period or 200 shares, whichever is greater, and must be discontinued when that limit is reached; and
· passive market making bids must be identified as such.

Other Terms

Commencing on August 6, 2013 and for a period of 12 months thereafter, we have agreed to pay Maxim Group LLC a monthly advisory fee of $10,000.

In addition, we have agreed to reimburse the underwriters for all reasonable out-of-pocket expenses up to $100,000, including but not limited to reasonable legal fees, incurred by the underwriters in connection with the offering. Any expenses in excess of $10,000, excluding fees for legal counsel, shall be subject to the prior approval of the Company, which such approval shall not be unreasonably withheld. The Company shall reimburse the underwriters for all such expenses regardless of whether the offering is consummated.

The underwriters and their affiliates may in the future provide various investment banking and other financial services for us, for which they may receive, in the future, customary fees. On August 6, 2013, we entered into an engagement agreement with Maxim Group LLC to provide advisory services related to potential mergers and acquisitions of the Company.

Indemnification

We have agreed to indemnify the underwriters against liabilities relating to the offering arising under the Securities Act and the Exchange Act, liabilities arising from breaches of some or all of the representations and warranties contained in the underwriting agreement, and to contribute to payments that the underwriters may be required to make for these liabilities.

Electronic Distribution

A prospectus in electronic format may be made available on a website maintained by the representatives of the underwriters and may also be made available on a website maintained by other underwriters. The underwriters may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives of the underwriters to underwriters that may make Internet distributions on the same basis as other allocations. In connection with the offering, the underwriters or syndicate members may distribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDF will be used in connection with this offering.

The underwriters have informed us that they do not expect to confirm sales of shares and warrants offered by this prospectus to accounts over which they exercise discretionary authority.

Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.
LEGAL MATTERS

Weintraub Tobin Chediak Coleman Grodin Law Corporation will pass upon the validity of the securities offered hereby. Certain legal matters in connection with this offering will be passed upon for the underwriters by Ellenoff Grossman & Schole LLP.
 
EXPERTS

The consolidated financial statements as of and for the years ended December 31, 2012 and 2011 included in this prospectus and in the Registration Statement have been so included in reliance on the report of BDO USA, LLP, an independent registered public accounting firm (the report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern), appearing elsewhere herein and in the Registration Statement, given on the authority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Except as noted below, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the shares and warrants and its underlying securities was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee. Weintraub Partners LP, a partnership formed by certain shareholders at Weintraub Tobin Chediak Coleman Grodin Law Corporation owns: (i) 17,133 shares of our common stock, (ii) warrants to purchase up to 20,146 shares of our common stock at $14.00 per share, and (iii) convertible notes in the principle amount of $284,272. Upon us raising at least $7.0 million in this offering and having our common stock and the warrants sold in this offering be listed on The NASDAQ Capital Market, Weintraub Partners LP agreed to exchange its warrant for a warrant to purchase up to 54,745 shares of our common stock at $14.00 per share and to amend its note to reduce the interest rate from 10% to 5% and to eliminate the conversion feature.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, Washington, D.C., 20549, under the Securities Act of 1933, a registration statement on Form S-1 relating to the securities offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our company and the securities we are offering by this prospectus you should refer to the registration statement, including the exhibits and schedules thereto. You may inspect a copy of the registration statement without charge at the Public Reference Section of the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains an Internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission's World Wide Web address is http://www.sec.gov.

We file periodic reports, proxy statements and other information with the Securities and Exchange Commission in accordance with requirements of the Exchange Act. These periodic reports, proxy statements and other information are available for inspection and copying at the regional offices, public reference facilities and Internet site of the Securities and Exchange Commission referred to above. In addition, you may request a copy of any of our periodic reports filed with the Securities and Exchange Commission at no cost, by writing or telephoning us at the following address:

Investor Relations

RiceBran Technologies
6720 N. Scottsdale Road, Suite 390
Scottsdale, Arizona 85253
(602) 522-3000

Information contained on our website is not a prospectus and does not constitute a part of this prospectus.

You should rely only on the information contained in or incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume the information in this prospectus is accurate as of any date other than the date on the front of this prospectus.

INDEX TO FINANCIAL STATEMENTS
RICEBRAN TECHNOLOGIES CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Financial Statements
for the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)

 
Page
Condensed Consolidated Balance Sheets (Unaudited)
F-2
Condensed Consolidated Statements of Operations (Unaudited)
F-3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
F-4
Condensed Consolidated Statements of Cash Flows (Unaudited)
F-5
Notes to the Condensed Consolidated Financial Statements (Unaudited)
F-6

Consolidated Financial Statements
for the Years Ended December 31, 2012 and 2011

 
Page
Report of Independent Registered Public Accounting Firm
F-25
Consolidated Balance Sheets
F-26
Consolidated Statements of Operations
F-27
Consolidated Statements of Comprehensive Loss
F-28
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
F-29
Consolidated Statements of Cash Flows
F-30
Notes to Consolidated Financial Statements
F-31
RiceBran Technologies
Condensed Consolidated Balance Sheets
September 30, 2013 and December 31, 2012
(Unaudited) (in thousands, except share amounts)

 
  
September 30,
    
December 31,
  
 
  
2013
    
2012
  
ASSETS
  
   
 
Current assets:
  
   
 
Cash and cash equivalents
  
$
701
    
$
1,040
  
Restricted cash
    
1,919
      
1,919
  
Accounts receivable, net of allowance for doubtful accounts of $436 and $518 (variable interest entity restricted $2,154 and $2,505)
    
3,112
      
3,487
  
Inventories
    
1,560
      
1,994
  
Deferred tax asset
    
405
      
234
  
Income and operating taxes recoverable
    
592
      
1,167
  
Deposits and other current assets
    
895
      
975
  
Total current assets
    
9,184
      
10,816
  
Property, net (variable interest entity restricted $5,231 and $5,757)
    
25,820
      
28,457
  
Goodwill
    
4,331
      
4,773
  
Intangible assets, net
    
1,690
      
2,575
  
Other long-term assets
    
801
      
385
  
Total assets
  
$
41,826
    
$
47,006
  
 
                
LIABILITIES, TEMPORARY EQUITY AND EQUITY
                
Current liabilities:
                
Accounts payable
  
$
4,569
    
$
3,021
  
Accrued expenses
    
5,217
      
4,509
  
Current maturities of debt (variable interest entity nonrecourse $7,679 and $7,013)
    
9,422
      
8,003
  
Total current liabilities
    
19,208
      
15,533
  
 
                
Long-term liabilities:
                
Long-term debt, less current portion (variable interest entity nonrecourse $7,126 and $7,454 )
    
12,355
      
11,581
  
Deferred tax liability
    
93
      
1,674
  
Derivative warrant liabilities
    
6,508
      
4,520
  
Total liabilities
    
38,164
      
33,308
  
 
                
Commitments and contingencies
                
 
                
Temporary Equity:
                
Redeemable noncontrolling interest in Nutra SA
    
7,488
      
9,262
  
Redeemable common stock (30,593 shares outstanding)
    
398
      
-
  
Total temporary equity
    
7,886
      
9,262
  
 
                
Equity:
                
Equity (deficit) attributable to RiceBran Technologies shareholders:
                
Preferred stock, 20,000,000 shares authorized and none issued
    
-
      
-
  
Common stock, no par value, 6,000,000 and 2,500,000 shares authorized, 1,103,597, and 1,038,080 shares issued and outstanding
    
212,045
      
210,396
  
Accumulated deficit
    
(214,271
)
    
(204,420
)
Accumulated other comprehensive loss
    
(1,998
)
    
(1,540
)
Total equity (deficit) attributable to RiceBran Technologies shareholders
    
(4,224
)
    
4,436
  
Total liabilities, temporary equity and equity
  
$
41,826
    
$
47,006
  

See Notes to Unaudited Condensed Consolidated Financial Statements
RiceBran Technologies
Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2013 and 2012
(Unaudited) (in thousands, except share and per share amounts)

 
  
Three Months
    
Nine Months
  
 
  
2013
    
2012
    
2013
    
2012
  
 
  
   
   
   
 
Revenues
  
$
8,725
    
$
9,349
    
$
26,822
    
$
28,806
  
Cost of goods sold
    
7,955
      
7,473
      
23,808
      
23,426
  
Gross profit
    
770
      
1,876
      
3,014
      
5,380
  
 
                                
Operating expenses:
                                
Selling, general and administrative
    
2,949
      
2,864
      
8,210
      
9,567
  
Professional fees
    
485
      
366
      
1,215
      
1,353
  
Impairment of property
    
-
      
-
      
300
      
1,069
  
Total operating expenses
    
3,434
      
3,230
      
9,725
      
11,989
  
 
                                
Loss from operations
    
(2,664
)
    
(1,354
)
    
(6,711
)
    
(6,609
)
 
                                
Other income (expense):
                                
Interest income
    
48
      
3
      
74
      
66
  
Interest expense
    
(1,084
)
    
(498
)
    
(2,879
)
    
(1,303
)
Foreign currency exchange, net
    
(58
)
    
209
      
(346
)
    
(573
)
Change in fair value of derivative warrant and conversion liabilities
    
576
      
3,502
      
(1,918
)
    
4,008
  
Loss on extinguishment
    
-
      
(1,955
)
    
(526
)
    
(4,941
)
Financing expense
    
-
      
(640
)
    
(564
)
    
(2,184
)
Other income
    
22
      
18
      
27
      
25
  
Other expense
    
(152
)
    
(59
)
    
(358
)
    
(176
)
Total other income (expense)
    
(648
)
    
580
      
(6,490
)
    
(5,078
)
 
                                
Loss before income taxes
    
(3,312
)
    
(774
)
    
(13,201
)
    
(11,687
)
Income tax benefit
    
636
      
194
      
1,717
      
1,105
  
Net loss
    
(2,676
)
    
(580
)
    
(11,484
)
    
(10,582
)
Net loss attributable to noncontrolling interest in Nutra SA
    
605
      
212
      
1,633
      
1,184
  
Net loss attributable to RiceBran Technologies shareholders
  
$
(2,071
)
  
$
(368
)
  
$
(9,851
)
  
$
(9,398
)
 
                                
Loss per share attributable to RiceBran Technologies shareholders
                                
Basic
  
$
(1.83
)
  
$
(0.36
)
  
$
(9.10
)
  
$
(9.21
)
Diluted
  
$
(1.83
)
  
$
(0.36
)
  
$
(9.10
)
  
$
(9.21
)
 
                                
Weighted average number of shares outstanding
                                
Basic
    
1,129,290
      
1,024,345
      
1,082,452
      
1,020,242
  
Diluted
    
1,129,290
      
1,024,345
      
1,082,452
      
1,020,242
  

See Notes to Unaudited Condensed Consolidated Financial Statements
RiceBran Technologies
Condensed Consolidated Statements of Comprehensive Loss
Three and Nine Months Ended September 30, 2013 and 2012
(Unaudited) (in thousands)

 
  
Three Months
    
Nine Months
  
 
  
2013
    
2012
    
2013
    
2012
  
 
  
   
   
   
 
Net loss
  
$
(2,676
)
  
$
(580
)
  
$
(11,484
)
  
$
(10,582
)
 
                                
Other comprehensive income (loss) - foreign currency translation, net of tax
    
(89
)
    
279
      
(901
)
    
(958
)
 
                    
.
          
Comprehensive loss, net of tax
    
(2,765
)
    
(301
)
    
(12,385
)
    
(11,540
)
 
                                
Comprehensive loss attributable to noncontrolling interest, net of tax
    
648
      
75
      
2,074
      
1,653
  
 
                                
Total comprehensive loss attributable to RiceBran Technologies shareholders
  
$
(2,117
)
  
$
(226
)
  
$
(10,311
)
  
$
(9,887
)

See Notes to Unaudited Condensed Consolidated Financial Statements
RiceBran Technologies
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2013 and 2012
(Unaudited) (in thousands)

 
  
2013
    
2012
  
Cash flow from operating activities:
  
   
 
Net loss
  
$
(11,484
)
  
$
(10,582
)
Adjustments to reconcile net loss to net cash used in operating activities:
                
Depreciation and amortization
    
2,975
      
3,623
  
Provision for doubtful accounts receivable
    
49
      
313
  
Stock and share-based compensation
    
524
      
879
  
Change in fair value of derivative warrant and conversion liabilities
    
1,918
      
(4,008
)
Loss on extinguishment
    
526
      
2,184
  
Financing expense
    
564
      
4,941
  
Impairment of property
    
300
      
1,069
  
Deferred tax benefit
    
(1,717
)
    
(1,105
)
Other
    
525
      
189
  
Changes in operating assets and liabilities:
                
Accounts receivable
    
(253
)
    
(737
)
Inventories
    
463
      
(159
)
Accounts payable and accrued expenses
    
2,595
      
1,147
  
Pre-petition liabilities
    
-
      
(1,615
)
Other
    
493
      
(39
)
Net cash used in operating activities
    
(2,522
)
    
(3,900
)
 
                
Cash flows from investing activities:
                
Purchases of property
    
(2,301
)
    
(5,824
)
Proceeds from sale of property
    
847
      
276
  
Payment for license
    
(1,200
)
    
-
  
Receipts on notes receivable
    
-
      
700
  
Restricted cash
    
-
      
200
  
Other
    
-
      
(24
)
Net cash used in investing activities
    
(2,654
)
    
(4,672
)
 
                
Cash flows from financing activities:
                
Payments of debt
    
(12,288
)
    
(9,010
)
Proceeds from issuance of debt, net of issuance costs
    
15,163
      
11,607
  
Proceeds from issuance of convertible debt and related warrants
    
537
      
3,563
  
Proceeds from sale of membership interest in Nutra SA
    
300
      
-
  
Proceeds from sale of membership interest in RBT PRO
    
1,200
      
-
  
Net cash provided by financing activities
    
4,912
      
6,160
  
 
                
Effect of exchange rate changes on cash and cash equivalents
    
(75
)
    
(67
)
Net change in cash and cash equivalents
    
(339
)
    
(2,479
)
Cash and cash equivalents, beginning of period
    
1,040
      
3,329
  
Cash and cash equivalents, end of period
  
$
701
    
$
850
  
 
                
Supplemental disclosures:
                
Cash paid for interest
  
$
1,785
    
$
1,162
  
Cash paid for income taxes
    
-
      
-
  

See Notes to Unaudited Condensed Consolidated Financial Statements
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1. BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of RiceBran Technologies and subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The Interim Financial Statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented.

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2012. The report of our independent registered public accounting firm that accompanies the audited consolidated financial statements for the year ended December 31, 2012, included in that Annual Report on Form 10-K, contains a going concern explanatory paragraph in which our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern. We have experienced significant losses and negative cash flows and have an accumulated deficit in excess of $200 million as of September 30, 2013. Further, although we are focusing on raising additional funds to operate our business, there can be no assurances that these efforts will prove successful.

The interim results reported in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared assuming we will continue as a going concern based on the realization of assets and the satisfaction of liabilities in the normal course of business.

Certain reclassifications have been made to amounts reported for the prior year to achieve consistent presentation with the current year.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are applicable to us and adoption of which could potentially have a material impact on our consolidated financial statements.

NOTE 2. BUSINESS

We are a human food ingredient, nutritional supplement, and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. We have proprietary and patented intellectual property that allows us to convert rice bran, one of the world’s most underutilized food sources, into a number of highly nutritious human food and animal nutrition products. Our target markets are human food and animal nutrition manufacturers and retailers, as well as natural food, functional food and nutraceutical supplement manufacturers and retailers, both domestically and internationally. We have developed a bio-refining approach to processing raw rice bran into various value added constituents such as stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB) and a variety of other valuable derivative products from each of these core products.

We have three reportable business segments: (i) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; (ii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products; and (iii) Corporate, which includes includes corporate, administrative regulatory and compliance functions. No allocations of expense are made from the Corporate segment to the other segments. General corporate interest is not allocated.

The USA segment consists of two locations in California and two locations in Louisiana all of which can produce SRB. One of the two Louisiana SRB facilities, located in Lake Charles, has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB) and RiBalance (a complete rice bran nutritional package derived from further processing SRB). The manufacturing facilities included in our USA segment have proprietary and patented processing equipment and technology for the stabilization and further processing of rice bran into finished products. Approximately 55% of USA segment revenue was from sales of human food products and 45% was from sales of animal nutrition products.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

The Brazil segment consists of the consolidated operations of Nutra SA, LLC, whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. DRB is sold in bulk as animal feed and compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market. Approximately 40% of Brazil segment product revenue was from sales of RBO products and 60% was from sales of DRB products.

NOTE 3. LIQUIDITY AND MANAGEMENT’S PLAN

We continue to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern. We currently have insufficient funds to support our operations and service our debt in the near term and have inadequate financing arrangements in place at this time. Although we believe that we will be able to obtain the funds necessary to operate our business, there can be no assurances that our efforts will prove successful. We engaged Maxim Group LLC to assist us with fundsraising, filed a preliminary prospectus on Form S-1 dated September 30, 2013, applied to Nasdaq to list our stock on that exchange and we are pursuing an equity raise. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

In the ongoing effort to achieve profitability, significant emphasis will be placed on growing revenues. The growth of revenues is expected to include the following:

· growth in existing markets for stabilized rice bran (SRB), rice bran oil (RBO) and defatted rice bran (DRB);
· expanding our product offerings and improving existing products;
· aligning with, or acquiring, strategic partners who can provide channels for additional sales of our products; and
· implementing price increases.

We may also monetize certain assets which could result in additional impairment of asset values. Asset monetization may include some or all of the following:

· sale of certain facilities;
· sale of an interest in one or more subsidiaries; or
· sale of surplus equipment.

NOTE 4. LOSS PER SHARE (EPS)

Basic EPS is computed by dividing net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of common shares outstanding during all periods presented. Shares underlying options, warrants and convertible debt are excluded from the basic EPS calculation but are considered in calculating diluted EPS.

Diluted EPS is computed by dividing the net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. The dilutive effect of outstanding convertible debt is calculated using the if-converted method.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

Below are reconciliations of the numerators and denominators in the EPS computations for the three and nine months ended September 30, 2013 and 2012.

 
  
Three Months
    
Nine Months
  
 
  
2013
    
2012
    
2013
    
2012
  
NUMERATOR (in thousands):
  
   
   
   
 
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
  
$
(2,071
)
  
$
(368
)
  
$
(9,851
)
  
$
(9,398
)
 
                                
DENOMINATOR:
                                
Basic EPS - weighted average number of shares outstanding
    
1,129,290
      
1,024,345
      
1,082,452
      
1,020,242
  
Effect of dilutive securities outstanding
    
-
      
-
      
-
      
-
  
Diluted EPS - weighted average number of shares outstanding
    
1,129,290
      
1,024,345
      
1,082,452
      
1,020,242
  
 
                                
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 (average exercise price for the three and nine months ended September 30, 2013, of $24.00 and $28.00)
    
181,584
      
192,353
      
179,912
      
195,236
  
Warrants (average exercise price for the three and nine months ended September 30, 2013, of $16.00 and $20.00)
    
716,917
      
1,003,127
      
751,653
      
713,414
  
Convertible debt (average conversion price for the three and nine months ended September 30, 2013, of $14.00)
    
438,754
      
416,805
      
452,184
      
287,368
  

The impact of potentially dilutive securities outstanding at September 30, 2013 and 2012, was not included in the calculation of diluted EPS in 2013 and 2012 because to do so would be antidilutive. Those securities listed in the table above which were antidilutive in 2013 and 2012, which remain outstanding, could potentially dilute EPS in the future.

NOTE 5. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA

We hold a variable interest which relates to our equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).

 
  
September 30,
    
December 31,
  
 
  
2013
    
2012
  
Cash and cash equivalents
  
$
478
    
$
562
  
Other current assets (restricted $2,154 and $2,505)
    
4,370
      
5,675
  
Property, net (restricted $5,231 and $5,757)
    
18,319
      
19,690
  
Goodwill and intangibles, net
    
5,185
      
6,215
  
Other noncurrent assets
    
24
      
54
  
Total assets
  
$
28,376
    
$
32,196
  
 
                
Current liabilities
  
$
6,007
    
$
5,141
  
Current portion of long-term debt (nonrecourse)
    
7,679
      
7,013
  
Long-term debt, less current portion (nonrecourse)
    
7,126
      
7,454
  
Other noncurrent liabilities
    
93
      
1,871
  
Total liabilities
  
$
20,905
    
$
21,479
  

Nutra SA’s debt is secured by its accounts receivable and property. Our parent company and our non-Brazilian subsidiaries do not guarantee any of Nutra SA’s debt.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

A summary of changes in redeemable noncontrolling interest for the three and nine months ended September 30, 2013 and 2012, follows (in thousands).

 
  
Three Months
    
Nine Months Ended
  
 
  
2013
    
2012
    
2013
    
2012
  
Redeemable noncontrolling interest in Nutra SA, beginning of period
  
$
7,836
    
$
8,340
    
$
9,262
    
$
9,918
  
Investors' interest in net loss of Nutra SA
    
(605
)
    
(212
)
    
(1,633
)
    
(1,184
)
Investors' interest in other comprehensive loss of Nutra SA
    
(43
)
    
137
      
(441
)
    
(469
)
Investors' purchase of additional units of Nutra SA
    
300
      
-
      
300
      
-
  
Redeemable noncontrolling interest in Nutra SA, end of period
  
$
7,488
    
$
8,265
    
$
7,488
    
$
8,265
  

In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors). The Investors’ interest was 49.0% in all periods presented, until September 2013, when it increased to 49.7% as a result of the Investors’ contribution of an additional $0.3 million to Nutra SA. In October 2013, we transferred an additional $0.3 million in cash to Nutra SA and in November 2013, the Investors contributed $0.9 million for additional units of Nutra SA, and the Investor’s interest decreased to 49.1%. The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest.

Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have the right to force a sale of Nutra SA assets in the future (see Drag Along Rights described below). We have assessed the likelihood of the Investors exercising these rights as less than probable at September 30, 2013. We will continue to evaluate the probability of the Investors exercising their Drag Along Rights each reporting period. We will begin to accrete the redeemable noncontrolling interest up to fair value if and when it is probable the Investors will exercise these rights.

We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA.

Under the limited liability company agreement for Nutra SA (LLC agreement), as amended, any units held by the Investors beginning January 1, 2014, accrue a yield at 4% (the Yield). Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors. Until March 31, 2014, or if at any time Nutra SA is past due on its obligations to pay the Investors the Yield, all amounts due to us for management fees or for shared employees as provided under the LLC Agreement shall be tolled and remain unpaid until all past due amounts, if any, owed to the Investors have been paid in full.

Following the payment of the Yield, Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to the Investors in an amount equal to a multiplier (Preference Multiple) times the Investors’ capital contributions, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests. The Preference Multiple is currently 2.3.

Under an October 2013 amendment of investment agreements, in November 2013, the Investors contributed an additional $0.9 million for units in Nutra SA and have the right to invest additional funds before December 31, 2013. We also agreed to pay to Nutra SA ninety percent of any funds received (when and if received) from our restricted cash (see the Commitment and Contingencies note), with no resulting change in our Nutra SA voting rights. The Preference Multiple may change as of December 31, 2013, to an amount dependent on fundings made by us (including from restricted cash) and the Investors in November and December 2013. If the we fail to purchase at least $3.0 million of units between November 1 and December 31, 2013, an event of default will be automatically declared January 1, 2014, and the Preference Multiple will increase to 2.5 . If at any time after November 1, 2013, our contributions for additional Nutra SA units between November 1 and December 31, 2013, plus funds contributed to Nutra SA from restricted cash, exceed the total of the Investor’s fourth quarter 2013 contributions by more than $4.0 million, the Preference Multiple will be reduced to 2.0.

In the second and third quarters of 2013, we transferred $0.7 million and $0.1 million in cash to Nutra SA. In exchange, title was returned to us for certain equipment contributed to Nutra SA in December 2012 with an historical cost of $0.2 million.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

Under the LLC agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA.

As of September 30, 2013, there have been no events of default. Events of default, as defined in the MIPA and the October 2013 amendment of investment agreements, are:
· A Nutra SA business plan deviation, defined as the occurrence, for 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,
· A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters,
· A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds,
· Failure of Irgovel to meet minimum quarterly processing targets beginning in the second quarter of 2014, or
· Failure of Irgovel to achieve EBITDA of at least $4.0 million in any year after 2014.

As of September 30, 2013, there have been no qualifying events. The LLC agreement defines a qualifying event as any event prior to September 16, 2014, which results, or will result, in (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half or more of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.

The Investors have certain rights, summarized below, under an investor rights agreement and the LLC agreement, as further defined in the agreements.
· Conversion Rights – The Investors may exchange units in Nutra SA for equity interests in our subsidiaries. After any exchange, the Investors would possess the same rights and obligations with respect to the securities of our subsidiaries, as they have in Nutra SA.
· Global Holding Company (GHC) Roll-Up – If we form an entity, GHC, to hold our Brazil segment assets, the Investors may exchange units in Nutra SA for equity interests in GHC. The investors may exercise this right after the second anniversary of the formation of GHC or, if an event of default has occurred, after the GHC formation date. The appraised fair value of the Investors’ interest in Nutra SA would be used to determine the amount of ownership interest the Investors would receive in GHC.
· RiceBran Technologies Roll-Up – The Investors may exchange units in Nutra SA for our common stock.. This right is available upon the earlier of January 2014 or upon an event of default. We may elect to postpone our obligation to complete the roll-up to January 2015 if the roll-up would result in over 25% of our common stock being owned by the Investors. The appraised fair value of the Investors’ interest in Nutra SA and the market price of our stock would be used to determine the amount of ownership interest the Investors would receive.
· Drag Along Rights – The Investors have the right to force the sale of all Nutra SA assets after the earlier of January 1, 2015 or upon the failure to process a certain level of rice bran in the second and third quarters of 2014. The right terminates upon the occurrence of certain events (a $50 million Nutra SA initial public offering or a change of control, as defined). We may elect to exercise a right of first refusal to purchase the Investors’ interest instead of proceeding to a sale.

In evaluating whether we are the primary beneficiary of Nutra SA, we considered the matters which could be put to a vote of the members. Until there is an event of default or a qualifying event, the Investors’ rights and abilities, individually or in the aggregate, do not allow them to substantively participate in the operations of Nutra SA. The Investors do not currently have the ability to dissolve Nutra SA or otherwise force the sale of all its assets. They do have such rights in the future (Drag Along Rights as described above). We will continue to evaluate our ability to control Nutra SA each reporting period.

Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the LLC agreement.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 6. INVENTORIES

Inventories are composed of the following (in thousands):

 
  
September 30,
    
December 31,
  
 
  
2013
    
2012
  
Finished goods
  
$
1,096
    
$
1,146
  
Work in process
    
61
      
330
  
Raw materials
    
170
      
255
  
Packaging supplies
    
233
      
263
  
Total inventories
  
$
1,560
    
$
1,994
  

NOTE 7. PROPERTY

Property consisted of the following (in thousands):

 
  
September 30,
    
December 31,
  
 
  
2013
    
2012
  
Land
  
$
389
    
$
403
  
Furniture and fixtures
    
357
      
358
  
Plant
    
14,964
      
14,362
  
Computer and software
    
1,452
      
1,407
  
Leasehold improvements
    
200
      
189
  
Machinery and equipment
    
15,298
      
15,053
  
Construction in progress
    
7,098
      
9,118
  
Property
    
39,758
      
40,890
  
Less accumulated depreciation
    
13,938
      
12,433
  
Property, net
  
$
25,820
    
$
28,457
  

Included in accounts payable at September 30, 2013, is $0.6 million related to amounts payable for capital expansion project additions.

NOTE 8. EQUITY METHOD INVESTMENT

In 2011, we entered into an agreement with a partner with the goal of developing technology to extract and concentrate protein from rice bran. In March 2013, the agreement was mutually terminated under terms whereby we each received (i) the right to separately develop, modify and improve the jointly developed technology owned by the partner and (ii) a nonexclusive, royalty free, perpetual license to that technology (License). We paid the partner $1.2 million as a lump sum in April 2013.

RBT PRO, LLC (RBT PRO) was a wholly owned subsidiary whose only asset was the License acquired in March 2013. In April 2013, we entered into a series of agreements with various affiliates of Wilmar International Limited (collectively Wilmar). In connection therewith, we sold a 50% membership interest in RBT PRO to Wilmar for $1.2 million. RBT PRO granted an exclusive, royalty free, perpetual sublicense of the License to Wilmar for use throughout China and to us for use worldwide, excluding China.

We also entered into a cross license agreement with Wilmar. We agreed to license to Wilmar all of our intellectual property with respect to processing of rice bran and its derivatives for use in China. Wilmar agreed to license to us (i) its intellectual property with respect to processing of rice bran, and its derivatives, based on the intellectual property licensed to Wilmar under the License for use worldwide, excluding China and (ii) its other intellectual property with respect to processing of rice bran, and its derivatives, for use worldwide, excluding certain countries in Asia.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

Under the agreements, we obtained the right to purchase 45% of the capital stock of any entity Wilmar establishes to develop new products relating to rice bran or its derivative, as defined in the agreement, using the intellectual property licensed to Wilmar. If we decline the right to purchase 45% of the capital stock of any such new entity, we have the option to purchase 25% of the entity within two years of the entity’s formation. The exercise price for the option will equal 25% of the capital investment made in the entity, plus interest, as defined in the agreement.

There was no gain or loss recognized on these transactions because we entered the agreement with the partner in contemplation of the agreements with Wilmar. Our investment in RBT PRO is zero as of September 30, 2013 and RBT PRO has had no net income or loss since inception.

NOTE 9. DEBT

The following table summarizes current and long-term portions of debt (in thousands).

 
  
September 30,
    
December 31,
  
 
  
2013
    
2012
  
Corporate segment:
  
   
 
Senior convertible revolving note, net
  
$
1,608
    
$
-
  
Senior convertible debentures, net
    
96
      
1,048
  
Subordinated convertible notes, net
    
5,230
      
4,041
  
Other
    
38
      
28
  
 
    
6,972
      
5,117
  
Brazil segment:
                
Capital expansion loans
    
5,021
      
5,555
  
Equipment financing
    
210
      
201
  
Working capital lines of credit
    
3,767
      
2,227
  
Advances on export letters of credit
    
3,189
      
3,953
  
Special tax programs
    
2,618
      
2,531
  
 
    
14,805
      
14,467
  
Total debt
    
21,777
      
19,584
  
Current portion
    
9,422
      
8,003
  
Long-term portion
  
$
12,355
    
$
11,581
  

Corporate Segment

As of September 30, 2013, our convertible debt consists of the following components (in thousands):

 
  
Senior
    
   
Subordinated
    
 
 
  
Convertible
    
Senior
    
Convertible Notes
    
 
 
  
Revolving
    
Convertible
    
Halpern
    
Other
    
 
 
  
Note
    
Debentures
    
Entities
    
Investors
    
Total
  
Principal outstanding
  
$
1,558
    
$
97
    
$
2,600
    
$
3,419
    
$
7,674
  
Discount
    
(41
)
    
(3
)
    
(470
)
    
(3,419
)
    
(3,933
)
Derivative conversion liabilities
    
91
      
2
      
1,267
      
1,833
      
3,193
  
Debt
  
$
1,608
    
$
96
    
$
3,397
    
$
1,833
    
$
6,934
  
 
                                        
Debt - current portion
  
$
1,608
    
$
96
    
$
-
    
$
-
    
$
1,704
  
Debt - long-term portion
    
-
      
-
      
3,397
      
1,833
      
5,230
  
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

Senior Convertible Revolving Note

Under a revolving credit facility with TCA Global Credit Master Fund, LP (TCA), effective May 2013, as amended July 2013 and October 2013, we may borrow up to $8 million, based on the amount of eligible accounts receivable we provide to secure the repayment of the amounts borrowed. We expect the amount of our eligible receivables will limit our ability to borrow under this facility, such that our outstanding borrowings at any time are less than approximately $2.8 million. Borrowings under the agreement are evidenced by a revolving note which accrues interest at the rate of 12% per year and is due in January 2014. We owe TCA various other fees under the agreement that are expected to average approximately 7% of average borrowings per year.

USA segment accounts receivable collections are required to be directed to a TCA owned account. Collections TCA receives, in excess of amounts due for interest and fees and mandatory minimum cumulative repayments are treated as additional repayments and reduce amounts outstanding. There are minimum repayments beginning in January 2014 and the note must be repaid in full by November 2014. Minimum cumulative repayments are $0.6 million as of March 2014, $1.3 million as of June 2014 and $2.2 million as of September 2014. Until cumulative repayments equal the required minimum, TCA may withhold 20% of collections. We may request, on a weekly basis, that TCA advance us any amounts collected in excess of amounts (i) due for interest and fees and (ii) required to meet the minimum cumulative repayments. During the second and third quarters of 2013, amounts outstanding under the agreement averaged $0.5 million and $1.5 million.

In May 2013, we borrowed $1.4 million under the TCA revolving note (first tranche). The proceeds net of cash expenses totaled $1.2 million and were used to (i) pay down $0.4 million of debt, (ii) fund a $0.5 million investment in Nutra SA and (iii) for general corporate purposes. In addition to cash expenses, we issued TCA 10,593 shares of our common stock with a market value of $0.2 million at issuance. We also issued warrants to investment bankers with a fair value of $0.1 million for the purchase of 6,000 shares of common stock, exercisable at $0.08 per share, through May 2018. The total $0.5 million costs incurred with the first tranche closing, consisting of $0.3 million of cash expenses and the $0.2 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets and are being amortized to interest expense over the term of the note.

In July 2013, we borrowed an additional $0.6 million under the TCA revolving note (second tranche). The net proceeds of $0.6 million were used to make a $0.1 million investment in Nutra SA and for general corporate purposes. In addition to cash expenses, we issued TCA 20,000 shares of our common stock with a market value of $0.2 million at issuance. We issued warrants to investment bankers with a fair value of less than $0.1 million for the purchase of 2,571 shares of common stock, exercisable at $16.00 per share through July 2018. The total $0.3 million costs incurred with the second tranche closing, consisting of $0.1 million of cash expenses and the $0.1 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets and are being amortized to interest expense over the remaining term of the note.

In October 2013, we borrowed an additional $0.8 million under the TCA revolving note (third tranche). The net proceeds of $0.7 million were used to make a $0.3 million investment in Nutra SA and for general corporate purposes. In addition to cash expenses, we issued TCA 6,667 shares of our common stock with a market value of $0.1 million at issuance. We issued warrants to investment bankers with a fair value of less than $0.1 million for the purchase of 3,429 shares of common stock, exercisable at $16.00 per share through October 2018. The total $0.1 million costs incurred with the third tranche closing, consisting of $0.1 million of cash expenses and the $0.1 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets in the third quarter of 2013 and are also being amortized to interest expense over the remaining term of the note.

We have guaranteed that TCA will realize a minimum of $0.5 million when shares of our common stock issued in connection with the three tranches are sold and, as a result of the amendment in October 2013, we must redeem the shares for a cash amount equal to the minimum in monthly installments beginning in January 2014 and ending in October 2014. As of September 30, 2013, the 30,593 shares of common stock issued to TCA in connection with the first and second tranches, are recorded in temporary equity at $0.4 million, the fair value of the shares at issuance, which exceeds the redemption value of the shares at September 30, 2013. The 6,667 shares of common stock issued to TCA in October 2013, will also be carried in temporary equity at the greater of their fair value at issuance or their current redemption value, until the redemption feature lapses.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

Upon an event of default, as defined in the agreement, TCA has the right to voluntarily convert all or any portion of the outstanding principal, interest and other amounts due under the agreement into shares of our common stock at a conversion price equal to 85% of the lowest daily volume weighted average price during the five trading days immediately prior to the conversion date. Because the conversion feature could require us to issue an indeterminate number of shares for settlement, the conversion feature is a derivative liability, classified as debt on our balance sheets. If TCA voluntarily converts, we have guaranteed that TCA will realize a minimum per share, when shares of our common stock issued in connection with the conversion are sold, equal to the volume weighted average price of our common stock during the five trading days immediately prior to the conversion date. As a result of the $0.1 million conversion liability associated with the first tranche and second tranches, we recorded debt discounts at issuance totaling $0.1 million which are amortizing to interest expense over the term of the revolving note. At September 30, 2013, the conversion liability on the revolving note was $0.1 million.

During the term of the agreement, the Corporate and USA segments may not without TCA’s consent or approval, among other things, (i) enter into new debt (ii) make any new investments, except capital expenditures less than $0.3 million per year, (iii) issue or redeem stock, (iv) declare or pay dividends or make other distributions to shareholders, and (v) make loans and distributions of assets to any persons, including affiliates.

In connection with the TCA transaction, our factoring agreement was cancelled and we paid the $0.1 million outstanding balance on the agreement in the second quarter of 2013.

Senior Convertible Debentures

In the first and second quarter of 2013, the holder of the debentures converted $0.1 million and $0.3 million of the outstanding principal into 7,000 shares and 21,429 shares of our common stock, at a conversion price of $14.00. We recognized, for each conversion, a loss on extinguishment of $0.1 million, representing the difference between the market values of the shares of common stock issued and the $0.1 million and $0.4 million carrying amounts of the debt (including the related derivative conversion liability), on the date of conversion.

Under a May 2013 amendment to the senior convertible debenture, we agreed to (i) prepay $0.3 million of the of the outstanding principal and (ii) issue 18,571 shares of common stock to the holder, and the holder agreed to share its senior interest in its collateral pari passu with TCA. The remaining $0.2 million principal is payable in equal monthly installments from July 2013 through December 2013. Prior to the amendment, principal was due in equal monthly installments from June 2013 to January 2014. We expensed the $0.3 million fair value of the shares issued in connection with the amendment and the $0.01 million cash amendment fees as loss on extinguishment.

Subordinated Convertible Notes

In the second quarter of 2013, we issued subordinated convertible notes and related warrants, which are described in the chart below.

Issuance
  
Principal Amount of Notes (in thousands)
  
Creditor's Debt Conversion Right
  
Stated Annual Interest Rate on Debt
  
Maturity Date of Debt
  
Number of Shares Under Warrant
  
Exercise Price of Warrant
Expiration Date of Warrant
 
  
 
 
  
 
 
  
 
 
        
Subordinated Convertible Notes and Warrants
  
$
538
  
Convertible immediately at $14.00 per share
    
10
%
July 2015 or
July 2016
    
38,400
  
Exercisable immediately at $16.00 per share
July 2017 or May 2018

The convertible debt and warrants listed in the table above contain full ratchet antidilution provisions and require the holders to provide us with 61 day notice prior to conversion or exercise if the holder would have a beneficial ownership interest in excess of 4.99% immediately after conversion or exercise. The $0.5 million of proceeds from issuance of the convertible notes and related warrants was used for repayment of debt and for general corporate purposes.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

With regard to the issuances of convertible notes and related warrants listed in the table above, the total of (i) the $0.5 million fair value of the conversion features issued, (ii) the $0.5 million fair value of the liability warrants issued and (iii) the $0.1 million fair value of our common stock issued, exceeded the $0.5 million proceeds from these issuances, therefore we recorded financing costs of $0.6 million in the second quarter of 2013. The initial debt discounts recorded for the convertible notes equaled the principal amount of the notes at issuance. Because the fair value at issuance of the conversion features and warrants exceeded the proceeds from these issuances, in each case, under the effective interest method, this will result in the debt discount being expensed when the principal of the note matures or is redeemed, in proportion to the principal reduction.

In May 2013, we entered into agreements to allow each holder of existing subordinated convertible notes and warrants to invest in additional notes and related warrants and which provided that each holder making an additional investment (i) receive 0.0125 shares of our common stock for each dollar invested and (ii) agree to extend the maturity date for all of their notes to July 2016. Further, each holder of outstanding convertible notes could elect (PIK Election), in lieu of receiving cash interest payments otherwise payable though June 2014 on their existing convertible notes to receive (i) an increase in the number of shares of common stock underlying their notes (ii) an equity warrant to purchase shares of our common stock and (ii) 0.0125 shares of our common stock for each dollar of interest otherwise payable through June 2014. Holders making an additional investment were deemed under the agreement to have made a PIK Election.

One holder made an additional investment in a subordinated convertible note and related warrant of $0.4 million in May 2013 (included in the issuances discussed two paragraphs above), and, as a result, (i) the maturity date on the holder’s outstanding convertible notes in the principal amount of $1.1 million was extended from July 2015 to July 2016 and (ii) we issued 5,000 shares of common stock to the holder. No gain or loss was recognized as a result of the extension of the maturity date of the existing notes as the terms were not substantially different.

Other holders of convertible notes in the principal amount of $0.3 million made the PIK Election, without making an additional investment.

As a consequence of the PIK Elections, in the second quarter of 2013, we issued 3,026 shares of common stock with a fair value of $0.2 million. In lieu of paying certain interest, we (i) increased the shares of common stock underlying the holders’ convertible notes and (ii) issued the holders warrants (PIK warrants) at an exercise price of $16.00 per share, and a May 2018 expiration, as described in the table below:

Issuance
  
Second
Quarter of 2013
    
Third
Quarter of 2013
  
Increase in Shares of Common Stock Underlying PIK Warrant
    
4,346
      
3,263
  
Increase in Shares of Common Stock Underlying Notes
    
4,346
      
3,263
  
Increase in Note Principle Under PIK Election
  
$
60,842
    
$
45,688
  

The PIK warrants issued after we entered into the TCA debt agreement are carried as derivative liabilities because the TCA debt is convertible into an indeterminate number of shares in the event of a default. Those warrants had a value of less than $0.1 million as of September 30, 2013. Other PIK warrants were recorded in equity at their grant date fair value (less than $0.1 million). We recognized a loss on extinguishment for the difference between the fair value of the consideration issued and the accrued interest as of the date of the PIK election. Changes in fair value from increases in the shares of common stock underlying the PIK warrants and underlying the related convertible notes, related to the PIK Elections are recorded as interest expense.

Other Notes

In the second quarter of 2013, we also issued to Mr. Halpern a promissory note in the principal amount of $0.1 million, which was paid in full later in the quarter.

Brazil Segment

All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on export letters of credit which are denominated in U.S. Dollars.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

In the first quarter of 2013, Irgovel received R$2.0 million ($1.0 million at the first quarter exchange rate) under a working capital line of credit agreement. The lending bank withheld R$1.0 million ($0.5 million) of the amount borrowed in a bank account, until the second quarter of 2013, when Irgovel had sufficient accounts receivable in its borrowing base to withdraw the funds. The working capital line is payable in monthly installments through September 2015 and bears interest at 17.0% per year.

In the third quarter of 2013, Irgovel converted R$1.6 million of payroll taxes payable into a debt agreement, payable in monthly installments through June 2018 and bears interest at 12.0% per year.

NOTE 10. PRE-PETITION LIABILITIES

On November 10, 2009, we filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Arizona in the proceeding entitled In re: NutraCea, Case No. 2:09-bk-28817-CGC. None of our subsidiaries were included in the bankruptcy filing. Creditors voted overwhelmingly in favor of an amended plan of reorganization which called for the payment in full of all allowed claims, and the plan became effective on November 30, 2010. In January 2012, we made our final $1.6 million distribution to the general unsecured creditors.

NOTE 11. EMPLOYEE BONUS PLAN

In 2010, our board of directors approved a cash incentive bonus plan. As of November 12, 2013, the plan, as amended, provides for payment of $0.6 million to employees, still employed at the time of payment, when (i) we are cash flow positive, defined by our board as earnings before interest, taxes, depreciation, amortization and certain non-cash charges, and (ii) cash is available for the payment as determined by our board at its sole discretion. In 2013, our board of directors approved an executive bonus plan which provides for payments of $0.3 million to employees, still employed at the time of payment, when cash is available for the payment as determined by our board at its sole discretion. Because the consolidated operating cash flow and cash availability conditions were not met as of September 30, 2013, and December 31, 2012, our board of directors has not approved payments and no accruals have been recorded for these bonuses.

NOTE 12. COMMITMENTS AND CONTINGENCIES

In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. 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.

Purchase Commitments

As of September 30, 2013, future capital expenditures on the Brazil segment capital expansion project are expected to total R$2.5 million ($1.1 million at the September 30, 2013 exchange rate) of which R$1.3 million ($0.6 million) was included in accounts payable as of September 30, 2013. We have a firm commitment and are obligated under contract for R$1.0 million ($0.4 million) of the future capital expenditures as of September 30, 2013.

Litigation

Irgovel Purchase

On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3 million.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel’s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers.

On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers allege is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. Our parent company has not been served with any formal notices in regard to this matter. To date, only Irgovel has received formal legal notice. In addition, the Purchase Agreement requires that all disputes between us and the Sellers be adjudicated through arbitration. As part of the Purchase Agreement, $2.0 million was deposited into an escrow account to cover contingencies with the net remaining funds payable to the Sellers upon resolution of all contingencies. We believe any payout due to the lawsuit will be made out of the escrow account. As of September 30, 2013 and December 31, 2012, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets as of September 30, 2013 and December 31, 2012, totaling $1.3 million and $1.4 million. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of September 30, 2013, $0.7 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.4 million to settle any remaining contingencies. We believe that there is no additional material exposure as any amounts determined to be owed as a result of the above noted litigation and contingencies will be covered by the escrow account. We agreed to pay ninety percent of any funds received from the escrow account to Nutra SA, with no resulting change in our Nutra SA voting rights.

Diabco Life Sciences, LLC

In January 2012, we filed a complaint in the Superior Court of California, Sacramento County, seeking damages arising out of Diabco Life Sciences, LLC’s (Diabco) breach of a 2008 promissory note in the principal amount of $0.5 million. A one-day court trial took place in August 2013, at which time Diabco stipulated that total damages through July 2013, including interest and late fees, amounted to $0.9 million. In September 2013, the court issued its tentative statement of decision indicating that judgment will be entered in our favor in the amount of $0.9 million as of July 2013, plus interest. We are awaiting the court’s final statement of decision at which time judgment will be entered thereon. We have not yet been able to assess the likelihood of realization of any judgment, if or when it is entered, and have no receivable from Diabco recorded in the accompanying financial statements.

NOTE 13. EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS

On October 28, 2013, our board of directors approved a 1 for 200 reverse split of our common stock. We began trading on a post split basis on November 18, 2013. All share and per share information has been retrospectively adjusted for all prior periods presented giving retroactive effect to the reverse stock split. Such adjustments include calculations of our weighted averages number of shares outstanding and loss per share, as well as disclosures regarding our share-based compensation and convertible debt.

A summary of equity activity for the nine months ended September 30, 2013, (in thousands, except share data) follows.

 
  
Common Stock
    
Accumulated
    
Accumulated Other Comprehensive
    
Total
  
 
  
Shares
    
Amount
    
Deficit
    
Loss
    
Equity
  
Balance, December 31, 2012
    
1,038,080
    
$
210,396
    
$
(204,420
)
  
$
(1,540
)
  
$
4,436
  
Share-based compensation, options
    
-
      
380
      
-
      
-
      
380
  
Conversion of senior subordinated debenture
    
28,429
      
500
      
-
      
-
      
500
  
Common stock issued for fees and services
    
37,088
      
613
      
-
      
-
      
613
  
Warrants issued for fees and services
    
-
      
156
      
-
      
-
      
156
  
Foreign currency translation
    
-
      
-
      
-
      
(458
)
    
(458
)
Net loss
    
-
      
-
      
(9,851
)
    
-
      
(9,851
)
Balance September 30, 2013
    
1,103,597
    
$
212,045
    
$
(214,271
)
  
$
(1,998
)
  
$
(4,224
)
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

In June 2013, our shareholders approved an increase in the number of our authorized shares of common stock from 2,500,000 to 6,000,000.

A summary of stock option and warrant activity for the nine months ended September 30, 2013, follows.

 
  
Options
    
Equity and Liability Warrants
  
 
  
Shares Under Options
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Life (Years)
    
Shares Under Warrants
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Life (Years)
  
Outstanding, December 31, 2012
    
169,254
    
$
32.00
      
6.3
      
806,769
    
$
24.00
      
3.5
  
Granted (1)
    
37,500
      
16.00
              
54,581
      
16.00
          
Impact of anti-dilution clauses
    
-
      
-
              
2,082
    
NA
          
Exercised
    
-
      
-
              
-
      
-
          
Forfeited, expired or cancelled
    
(27,551
)
    
54.00
              
(146,106
)
    
66.00
          
Outstanding, September 30, 2013
    
179,203
    
$
24.40
      
6.4
      
717,326
    
$
16.00
      
3.6
  
Exercisable, September 30, 2013
    
144,887
    
$
26.00
      
5.9
      
717,326
    
$
16.00
      
3.6
  

(1) Includes adjustments to shares underlying PIK warrants.

Options

In April 2013, our board increased the number of shares of common stock that each non-employee director automatically receives annually each January 1 under our 2010 Equity Incentive Plan from 1,250 to 5,000 shares. In connection with the increase in the automatic director grant, in April 2013, our board granted each of our five non-employee directors a stock option to purchase up to 3,750 shares of common stock. Each option has an exercise price of $16.00 per share, vests in nine equal monthly installments ending December 31, 2013, and expires in April 2023. In January 2013, we issued each of those five non-employee directors an option for the purchase of up to 1,250 shares of common stock under the non-employee director automatic grant provision. Each option has an exercise price of $16.00 per share, vests in twelve equal monthly installments ending December 2013, and expires in January 2023.

In April 2013, the Board granted each of the two directors serving on the Strategic Committee and consulting special counsel a stock option to purchase up to 1,250 shares of common stock. Each option has an exercise price of $16.00 per share, vests in twelve equal monthly installments ending in March 2014 and expires in April 2018.

Warrants

We have outstanding warrants classified as equity (equity warrants) and as derivative warrant liability (liability warrants). We have certain warrant agreements in effect for outstanding liability warrants that contain antidilution clauses. Under the antidilution clauses, in the event of equity issuances, we may be required to lower the exercise price on liability warrants and increase the number of shares underlying liability warrants. Equity issuances may include issuances of our common stock, certain awards of options to employees, and issuances of warrants and/or other convertible instruments below a certain exercise price.

The April 2013 issuances of convertible debt and related warrants triggered the antidilution clauses in certain warrants and, as a result, we lowered the exercise price and increased the number of underlying shares on those liability warrants in April 2013. The affected warrants subsequently expired later in April 2013 with 146,106 underlying shares.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes information related to outstanding warrants:

  
  
  
As of September 30, 2013
    
As of December 31, 2012
  
Range of Exercise Prices
  
Type of Warrant
  
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)
  
$
14.00-$16.00
  
Liability (1)
    
695,390
    
$
16.00
      
3.6
      
656,990
    
$
16.00
      
4.2
  
$
16.00
  
Liability (2)
    
4,005
      
16.00
      
4.8
      
-
      
-
      
-
  
$
16.00
  
Equity
    
12,176
      
16.00
      
4.7
      
-
      
-
      
-
  
$
46.00
  
Equity
    
3,029
      
46.00
      
3.2
      
3,029
      
46.00
      
3.9
  
$
66.00
  
Liability (1)
    
-
      
-
      
-
      
144,023
      
66.00
      
0.3
  
$
138.00
  
Equity
    
2,727
      
138.00
      
0.1
      
2,727
      
138.00
      
0.8
  
     
 
    
717,327
    
$
16.00
      
3.6
      
806,769
    
$
24.00
      
3.5
  

(1) The warrant contain full ratchet anti-dilution provisions.
(2) The warrants are classified as liability warrants because an indeterminate number of shares are issuable under the TCA debt agreement.

NOTE 14. SEGMENT INFORMATION

The tables below present segment information for the periods identified and provide reconciliations of segment information to total consolidated information (in thousands).

Three Months Ended September 30, 2013
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Revenues
  
$
-
    
$
3,065
    
$
5,660
    
$
8,725
  
Cost of goods sold
    
-
      
2,332
      
5,623
      
7,955
  
Gross profit
    
-
      
733
      
37
      
770
  
Depreciation and amortization (in selling, general and administrative)
    
(6
)
    
(119
)
    
(177
)
    
(302
)
Other operating expense
    
(1,292
)
    
(622
)
    
(1,218
)
    
(3,132
)
Loss from operations
  
$
(1,298
)
  
$
(8
)
  
$
(1,358
)
  
$
(2,664
)
 
                                
Net loss attributable to RiceBran Technologies shareholders
  
$
(1,433
)
  
$
(8
)
  
$
(630
)
  
$
(2,071
)
Interest expense
    
666
      
-
      
418
      
1,084
  
Depreciation (in cost of goods sold)
    
-
      
207
      
468
      
675
  
Purchases of property
    
6
      
19
      
1,026
      
1,051
  

Nine Months Ended September 30, 2013
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Revenues
  
$
-
    
$
9,099
    
$
17,723
    
$
26,822
  
Cost of goods sold
    
-
      
6,895
      
16,913
      
23,808
  
Gross profit
    
-
      
2,204
      
810
      
3,014
  
Depreciation and amortization (in selling, general and administrative)
    
(17
)
    
(358
)
    
(576
)
    
(951
)
Other operating expense
    
(3,627
)
    
(1,743
)
    
(3,404
)
    
(8,774
)
Loss from operations
  
$
(3,644
)
  
$
103
    
$
(3,170
)
  
$
(6,711
)
 
                                
Net income (loss) attributable to RiceBran Technologies shareholders
  
$
(8,255
)
  
$
103
    
$
(1,699
)
  
$
(9,851
)
Interest expense
    
1,541
      
-
      
1,338
      
2,879
  
Depreciation (in cost of goods sold)
    
-
      
665
      
1,359
      
2,024
  
Purchases of property
    
12
      
147
      
2,142
      
2,301
  
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended September 30, 2012
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Revenues
  
$
-
    
$
3,065
    
$
6,284
    
$
9,349
  
Cost of goods sold
    
-
      
2,184
      
5,289
      
7,473
  
Gross profit
    
-
      
881
      
995
      
1,876
  
Depreciation and amortization (in selling, general and administrative)
    
(175
)
    
(145
)
    
(201
)
    
(521
)
Intersegment fees
    
57
      
-
      
(57
)
    
-
  
Impairment of property
    
-
      
-
      
-
      
-
  
Other operating expense
    
(836
)
    
(662
)
    
(1,211
)
    
(2,709
)
Loss from operations
  
$
(954
)
  
$
74
    
$
(474
)
  
$
(1,354
)
 
                                
Net income (loss) attributable to RiceBran Technologies shareholders
  
$
(220
)
  
$
73
    
$
(221
)
  
$
(368
)
Interest expense
    
173
      
-
      
325
      
498
  
Depreciation (in cost of goods sold)
    
-
      
179
      
399
      
578
  
Purchases of property
    
-
      
6
      
2,025
      
2,031
  

Nine Months Ended September 30, 2012
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
Revenues
  
$
-
    
$
9,629
    
$
19,177
    
$
28,806
  
Cost of goods sold
    
-
      
6,737
      
16,689
      
23,426
  
Gross profit
    
-
      
2,892
      
2,488
      
5,380
  
Depreciation and amortization (in selling, general and administrative)
    
(246
)
    
(784
)
    
(661
)
    
(1,691
)
Intersegment fees
    
169
      
-
      
(169
)
    
-
  
Impairment of property
    
-
      
(1,069
)
    
-
      
(1,069
)
Other operating expense
    
(3,559
)
    
(1,959
)
    
(3,711
)
    
(9,229
)
Loss from operations
  
$
(3,636
)
  
$
(920
)
  
$
(2,053
)
  
$
(6,609
)
 
                                
Net loss attributable to RiceBran Technologies shareholders
  
$
(7,229
)
  
$
(937
)
  
$
(1,232
)
  
$
(9,398
)
Interest expense
    
494
      
17
      
792
      
1,303
  
Depreciation (in cost of goods sold)
    
-
      
714
      
1,218
      
1,932
  
Purchases of property
    
-
      
72
      
5,752
      
5,824
  

The tables below present segment information for selected balance sheet accounts (in thousands).

 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
As of September 30, 2013
  
   
   
   
 
Inventories
  
$
-
    
$
885
    
$
675
    
$
1,560
  
Property, net
    
59
      
7,442
      
18,319
      
25,820
  
Goodwill
    
-
      
-
      
4,331
      
4,331
  
Intangible assets, net
    
-
      
836
      
854
      
1,690
  
Total assets
    
3,328
      
10,122
      
28,376
      
41,826
  
 
                                
As of December 31, 2012
                                
Inventories
    
-
      
764
      
1,230
      
1,994
  
Property, net
    
36
      
8,731
      
19,690
      
28,457
  
Goodwill
    
-
      
-
      
4,773
      
4,773
  
Intangible assets, net
    
-
      
1,133
      
1,442
      
2,575
  
Total assets
    
3,201
      
11,609
      
32,196
      
47,006
  

All changes in goodwill between December 31, 2012 and September 30, 2013, relate to foreign currency translation. Corporate segment total assets include cash, restricted cash, property and other assets.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents revenue by geographic area for the three and nine months ended September 30, 2013 and 2012 (in thousands).

 
  
Three Months
    
Nine Months
  
 
  
2013
    
2012
    
2013
    
2012
  
United States
  
$
3,052
    
$
2,685
    
$
9,714
    
$
8,501
  
Brazil
    
4,048
      
4,626
      
13,845
      
14,397
  
Other international
    
1,625
      
2,038
      
3,263
      
5,908
  
Total revenues
  
$
8,725
    
$
9,349
    
$
26,822
    
$
28,806
  

NOTE 15. FAIR VALUE MEASUREMENT

The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of September 30, 2013, the fair value of our USA segment debt is approximately $2.6 million higher than the carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt approximates the carrying value of that debt based on the current market rates for similar debt with similar maturities.

Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property.

We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

● Level 1 – inputs include quoted prices for identical instruments and are the most observable.
● Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves.
● Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability.

For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed.

The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

 
  
  
Level 1
    
Level 2
    
Level 3
    
Total
  
September 30, 2013
 
  
   
   
   
 
Derivative warrant liabilities
(1)
  
$
-
    
$
-
    
$
(6,508
)
  
$
(6,508
)
Derivative conversion liabilities
(2)
    
-
      
-
      
(3,193
)
    
(3,193
)
Total liabilities at fair value
 
  
$
-
    
$
-
    
$
(9,701
)
  
$
(9,701
)
 
 
                                
December 31, 2012
 
                                
Derivative warrant liabilities
(1)
  
$
-
    
$
-
    
$
(4,520
)
  
$
(4,520
)
Derivative conversion liabilities
(2)
    
-
      
-
      
(2,199
)
    
(2,199
)
Total liabilities at fair value
 
  
$
-
    
$
-
    
$
(6,719
)
  
$
(6,719
)

(1) These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

 
 
September 30, 2013
 
December 31, 2012
Risk-free interest rate
 
0.0% - 1.4%
 
0.1% - 0.7%
 
 
(1.0% weighted average)
 
(0.6% weighted average)
Expected volatility
 
90%
 
93%

(2) These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

 
 
September 30, 2013
 
December 31, 2012
Risk-free interest rate
 
0.0-0.6%
 
0.2-0.3%
 
 
(0.4% weighted average)
 
(0.3% weighted average)
Expected volatility
 
90%
 
93%

The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):

 
  
Fair Value as of Beginning of Period
    
Total Realized and Unrealized Gains (Losses)
    
Issuance of New Instruments
    
Net Transfers (Into) Out of Level 3
    
Fair Value, at End of Period
    
Change in Unrealized Gains (Losses) on Instruments Still Held
  
 
  
   
(1)
    
   
   
   
 
Nine Months Ended September 30, 2013
  
   
   
   
   
   
 
Derivative warrant liability
  
$
(4,520
)
  
$
(1,413
)
  
$
(575
)
  
$
-
    
$
(6,508
)
  
$
(1,413
)
Derivative conversion liability
    
(2,199
)
    
(505
)
    
(588
)
    
99
(2)
    
(3,193
)
    
(896
)
Total Level 3 fair value
  
$
(6,719
)
  
$
(1,918
)
  
$
(1,163
)
  
$
99
    
$
(9,701
)
  
$
(2,309
)
 
                                                
Nine Months Ended September 30, 2012
                                                
Derivative warrant liability
  
$
(1,296
)
  
$
1,142
    
$
(6,983
)
  
$
711
(2)
  
$
(6,426
)
  
$
1,414
  
Derivative conversion liability
    
-
      
2,866
      
(4,466
)
    
(105
)
    
(1,705
)
    
2,866
  
Total Level 3 fair value
  
$
(1,296
)
  
$
4,008
    
$
(11,449
)
  
$
606
    
$
(8,131
)
  
$
4,280
  

(1) Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
(2) Represents transfers to equity as a result of the exercise of a warrant in 2012 and conversion of debt in 2013.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands).

 
 
  
   
   
   
   
2013
  
 
  
  
As of September 30, 2013
    
Impairment
  
 
  
  
Level 1
    
Level 2
    
Level 3
    
Total
    
Losses
  
 
 
  
   
   
   
     
(1
)
Property, net
(1)
  
$
-
    
$
-
    
$
394
    
$
394
    
$
300
  
Property, net
 
  
$
-
    
$
-
    
$
394
    
$
394
    
$
300
  

 
 
  
   
   
   
   
2012
  
 
  
  
As of December 31, 2012
    
Impairment
  
 
  
  
Level 1
    
Level 2
    
Level 3
    
Total
    
Losses
  
 
 
  
   
   
   
     
(1
)
Property, net
(1)
  
$
-
    
$
-
    
$
1,058
    
$
1,058
    
$
1,069
  
Property, net
 
  
$
-
    
$
-
    
$
1,058
    
$
1,058
    
$
1,069
  

(1) Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.

NOTE 16. RELATED PARTY TRANSACTIONS

Transactions with Director Baruch Halpern

In January 2012, Baruch Halpern became a member of our board of directors. Mr. Halpern is the principal in Halpern Capital, Inc. (HC). Under a February 2011 financial advisor agreement, we were obligated to pay HC success fees ranging from 2.5% to 5.0% of the consideration received from certain equity, convertible securities or debt transactions. We were also required to issue warrants to purchase shares of common stock that equaled from 2.5% to 5.0% of the consideration received in those transactions, divided by either the market price of the common stock or the conversion price of the securities issued in the transaction. This agreement terminated April 1, 2012, however we remained obligated to pay HC success fees and issue HC warrants on any transaction with an investor introduced by HC though March 31, 2013.

During the three months ended March 31, 2012, in connection with the January 2012 issuances of the subordinated convertible notes and senior convertible note, and related warrants, HC received $0.1 million in cash fees under the financial advisor agreement. Mr. Halpern also received warrants exercisable for 3,563 shares of our common stock at $20.00 per share and warrants exercisable for 750 shares of our common stock at $30.00 per share, which were owed to HC under the financial advisor agreement. During the three months ended March 31, 2013, HC received no success fees or transaction warrants.

In January 2012, we agreed to extend the expiration dates on certain liability warrants, held by Mr. Halpern and his family, for the purchase of 25,833 shares of common stock at an exercise price of $20.00 per share from July 2014 to January 2017. The resulting $0.1 million change in the fair value of the warrants increased other income (expense).

Mr. Halpern held as of September 30, 2013 and December 31, 2012, $2.6 million of subordinated convertible notes. During the three and nine months ended September 30, 2013, we accrued $0.1 million and $0.2 million of interest on the convertible notes beneficially owned by Mr. Halpern and paid $0.1 million and $0.1 million of interest. During the three and nine months ended September 30, 2012, we accrued $0.1 million and $0.2 million of interest on the convertible notes beneficially owned by Mr. Halpern and paid $0.1 million and $0.2 million of interest. During the three and nine months ended September 30, 2012, we received $0.1 million of cash in connection with issuances of convertible debt and related warrants to entities beneficially owned by Mr. Halpern. We made no convertible note principal payments in any period presented.

In April 2013, we issued a promissory note in the principal amount of $0.1 million to Mr. Halpern. The note bore interest at 10% and was repaid in full in May 2013.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

During the three months ended March 31, 2012, we paid HC $0.4 million relevant to HC’s class 6 general unsecured creditor claim as part of our payment obligations under the Amended Plan of Reorganization. The claim represented payment for services rendered prior to the November 2009 bankruptcy petition filing.

Other Transactions with Directors and Officer

W. John Short, CEO and director, invested $50 thousand in the January 2012 subordinated convertible notes and related warrants and $25 thousand in the April 2013 subordinated convertible notes and related warrants. During the three and nine months ended September 30, 2013, we paid less than $1 thousand of interest on the convertible notes and during the nine months ended September 30, 2012, we paid $2 thousand of interest. In June 2013, Mr. Short made a PIK Election for interest accruing under the notes from February 2013 through June 2014. In connection with the election, we issued to Mr. Short 82 shares of common stock and a PIK warrant, currently with 204 underlying shares of common stock, and we increased the shares underlying Mr. Short’s convertible notes by 204 shares as payment for interest accruing under the convertible notes from February 2013 through September 2013.

NOTE 17. H&N ACQUISITION

In September 2013, we entered into an agreement to purchase all of the outstanding capital stock of H&N Distribution, Inc. (H&N), H&N blends and manufactures functional foods and also distributes food ingredients and products. We agreed to pay $2.0 million in cash and issue between 187,500 and 237,500 shares of our common stock. The number of shares issued will depend on H&N’s adjusted earnings before interest, taxes, depreciation and amortization, as defined in the agreement. Closing of the transaction must occur no later than March 31, 2014, and is subject to certain conditions including, but not limited to, the results of our due diligence and a successful equity fund raising of at least $7.5 million. We also entered into an employment agreement with the chief executive officer of H&N which will be effective upon closing of the acquisition and terminate December 31, 2018. Under the employment agreement the founder will receive an annual base salary of $0.2 million and be eligible for a bonus of up to $0.3 million per year.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
RiceBran Technologies
Scottsdale, Arizona

We have audited the accompanying consolidated balance sheets of RiceBran Technologies (the Company) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations resulting in an accumulated deficit of $204.4 million at December 31, 2012. Although the Company emerged from bankruptcy in November 2010, there continues to be substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BDO USA, LLP

Phoenix, Arizona
April 1, 2013, except for the reverse stock split disclosed in Note 11 which is as of November 18, 2013
RiceBran Technologies
Consolidated Balance Sheets
December 31, 2012 and 2011
(in thousands, except share amounts)

 
  
2012
    
2011
  
ASSETS
  
   
 
Current assets:
  
   
 
Cash and cash equivalents
  
$
1,040
    
$
3,329
  
Restricted cash
    
1,919
      
2,118
  
Accounts receivable, net of allowance for doubtful accounts of $518 and $323 (variable interest entity restricted $2,505 at December 31, 2012)
    
3,487
      
3,702
  
Inventories
    
1,994
      
2,297
  
Deferred tax asset
    
234
      
159
  
Income and operating taxes recoverable
    
1,167
      
1,659
  
Deposits and other current assets
    
975
      
1,049
  
Note receivable, current portion
    
-
      
700
  
Total current assets
    
10,816
      
15,013
  
Property, net (variable interest entity restricted, $5,757 at December 31, 2012)
    
28,457
      
27,995
  
Goodwill
    
4,773
      
5,240
  
Intangible assets, net
    
2,575
      
3,928
  
Other long-term assets
    
385
      
56
  
Total assets
  
$
47,006
    
$
52,232
  
 
                
LIABILITIES, TEMPORARY EQUITY AND EQUITY
                
Current liabilities:
                
Accounts payable
  
$
3,021
    
$
2,995
  
Accrued expenses
    
4,509
      
4,202
  
Current maturities of long-term debt (variable interest entity nonrecourse, $7,013 at December 31, 2012)
    
8,003
      
6,792
  
Pre-petition liabilities
    
-
      
1,615
  
Total current liabilities
    
15,533
      
15,604
  
Long-term liabilities:
                
Long-term debt, less current portion (variable interest entity nonrecourse, $7,454 at December 31, 2012)
    
11,581
      
7,933
  
Deferred tax liability
    
1,674
      
3,767
  
Derivative warrant liabilities
    
4,520
      
1,296
  
Total liabilities
    
33,308
      
28,600
  
 
                
Commitments and contingencies
                
 
                
Temporary Equity: Redeemable noncontrolling interest in Nutra SA
    
9,262
      
9,918
  
 
                
Equity:
                
Equity attributable to RiceBran Technologies shareholders:
                
Preferred stock, 20,000,000 shares authorized and none issued
    
-
      
-
  
Common stock, no par value, 2,500,000 shares authorized, 1,038,080 and 1,006,323 shares issued and outstanding
    
210,396
      
209,613
  
Accumulated deficit
    
(204,420
)
    
(194,911
)
Accumulated other comprehensive loss
    
(1,540
)
    
(988
)
Total equity attributable to RiceBran Technologies shareholders
    
4,436
      
13,714
  
Total liabilities, temporary equity and equity
  
$
47,006
    
$
52,232
  

See Notes to Consolidated Financial Statements
RiceBran Technologies
Consolidated Statements of Operations
Years Ended December 31, 2012 and 2011
(in thousands, except share and per share amounts)

 
  
2012
    
2011
  
 
  
   
 
Revenues
  
$
37,723
    
$
36,957
  
Cost of goods sold
    
31,651
      
29,386
  
Gross profit
    
6,072
      
7,571
  
 
                
Operating expenses:
                
Selling, general and administrative
    
12,243
      
14,441
  
Professional fees
    
1,447
      
2,922
  
Impairment of property
    
1,069
      
906
  
Impairment of intangible assets
    
-
      
686
  
Recoveries from former customers
    
-
      
(1,800
)
Total operating expenses
    
14,759
      
17,155
  
 
                
Loss from operations
    
(8,687
)
    
(9,584
)
 
                
Other income (expense):
                
Interest income
    
74
      
126
  
Interest expense
    
(1,926
)
    
(1,763
)
Change in fair value of derivative warrant and conversion liabilities
    
5,420
      
332
  
Loss on extinguishment
    
(4,941
)
    
-
  
Financing expense
    
(2,184
)
    
-
  
Foreign currency exchange, net
    
(617
)
    
(99
)
Other income
    
27
      
232
  
Other expense
    
(237
)
    
(464
)
Total other income (expense)
    
(4,384
)
    
(1,636
)
 
                
Loss before income taxes
    
(13,071
)
    
(11,220
)
Income tax benefit
    
1,935
      
345
  
Net loss
    
(11,136
)
    
(10,875
)
Net loss attributable to noncontrolling interest in Nutra SA
    
1,627
      
776
  
Net loss attributable to RiceBran Technologies shareholders
  
$
(9,509
)
  
$
(10,099
)
 
                
Loss per share attributable to RiceBran Technologies shareholders
                
Basic
  
$
(9.29
)
  
$
(10.18
)
Diluted
  
$
(9.29
)
  
$
(10.18
)
 
                
Weighted average number of shares outstanding
                
Basic
    
1,023,412
      
991,852
  
Diluted
    
1,023,412
      
991,852
  

See Notes to Consolidated Financial Statements
RiceBran Technologies
Consolidated Statements of Comprehensive Loss
Years ended December 31, 2012 and 2011
(in thousands)

 
  
2012
    
2011
  
 
  
   
 
Net loss
  
$
(11,136
)
  
$
(10,875
)
 
                
Other comprehensive loss - foreign currency translation, net of tax
    
(1,081
)
    
(1,845
)
 
                
Comprehensive loss, net of tax
    
(12,217
)
    
(12,720
)
 
                
Comprehensive loss attributable to noncontrolling interest, net of tax
    
2,156
      
1,707
  
 
                
Total comprehensive loss attributable to RiceBran Technologies shareholders
  
$
(10,061
)
  
$
(11,013
)

See Notes to Consolidated Financial Statements
RiceBran Technologies
Consolidated Statements of Changes in Equity
Years Ended December 31, 2012 and 2011
(in thousands, except share amounts)

 
  
RiceBran Technologies' Shareholders
    
   
 
 
  
   
   
   
Accumulated
    
Non-
    
 
 
  
Common Stock
    
Accumulated
    
Other Comp-
    
controlling
    
Total
  
 
  
Shares
    
Amount
    
Deficit
    
rehensive Loss
    
Interest
    
Equity
  
 
  
   
   
   
   
   
 
Balance, January 1, 2011
    
976,796
    
$
207,432
    
$
(184,812
)
  
$
(74
)
  
$
(156
)
  
$
22,390
  
 
                                                
Cancelled shares and options - settlements with former officers
    
(224
)
    
(267
)
    
-
      
-
      
-
      
(267
)
Share-based compensation, options
    
-
      
907
      
-
      
-
      
-
      
907
  
Warrants issued
    
-
      
437
      
-
      
-
      
-
      
437
  
Acquisition of additional interests in subsidiary
    
-
      
(254
)
    
-
      
-
      
156
      
(98
)
Common stock issued to Buyer
    
12,884
      
618
      
-
      
-
      
-
      
618
  
Common stock issued for services
    
16,867
      
568
      
-
      
-
      
-
      
568
  
Other
    
-
      
172
      
-
      
-
      
-
      
172
  
Foreign currency translation
    
-
      
-
      
-
      
(914
)
    
-
      
(914
)
Net loss
    
-
      
-
      
(10,099
)
    
-
      
-
      
(10,099
)
Balance, December 31, 2011
    
1,006,323
      
209,613
      
(194,911
)
    
(988
)
    
-
      
13,714
  
 
                                                
Share-based compensation, options
    
-
      
923
      
-
      
-
      
-
      
923
  
Warrants exercised
    
7,763
      
711
      
-
      
-
      
-
      
711
  
Common stock issued for services
    
8,972
      
228
      
-
      
-
      
-
      
228
  
Common stock issued in exchange for options
    
15,022
      
10
      
-
      
-
      
-
      
10
  
Cancellation of convertible notes and warrant
    
-
      
(1,089
)
    
-
      
-
      
-
      
(1,089
)
Foreign currency translation
    
-
      
-
      
-
      
(552
)
    
-
      
(552
)
Net loss
    
-
      
-
      
(9,509
)
    
-
      
-
      
(9,509
)
Balance, December 31, 2012
    
1,038,080
    
$
210,396
    
$
(204,420
)
  
$
(1,540
)
  
$
-
    
$
4,436
  

See Notes to Consolidated Financial Statements
RiceBran Technologies
Consolidated Statements of Cash Flows
Years Ended December 31, 2012 and 2011
(in thousands)

 
  
2012
    
2011
  
Cash flow from operating activities:
  
   
 
Net loss
  
$
(11,136
)
  
$
(10,875
)
Adjustments to reconcile net loss to net cash used in operating activities:
                
Depreciation
    
3,430
      
3,532
  
Amortization
    
1,182
      
1,448
  
Provision for doubtful accounts receivable
    
401
      
162
  
Common stock and share-based compensation, options
    
1,161
      
1,475
  
Impairment of intangibles and property
    
1,069
      
1,592
  
Change in fair value of derivative warrant and conversion liabilities
    
(5,420
)
    
(332
)
Loss on extinguishment
    
4,941
      
-
  
Financing expense
    
2,184
      
-
  
Recovery from former customer
    
-
      
(1,000
)
Settlement with former officer
    
-
      
(267
)
Deferred tax benefit
    
(1,935
)
    
(345
)
Foreign exchange loss
    
617
      
-
  
Other
    
158
      
772
  
Changes in operating assets and liabilities:
                
Accounts receivable
    
(462
)
    
(577
)
Inventories
    
201
      
343
  
Accounts payable and accrued expenses
    
215
      
517
  
Pre-petition liabilities
    
(1,615
)
    
(4,790
)
Other
    
187
      
(807
)
Net cash used in operating activities
    
(4,822
)
    
(9,152
)
 
                
Cash flows from investing activities:
                
Receipts on notes receivable
    
700
      
1,100
  
Proceeds from sales of property
    
576
      
-
  
Purchases of property
    
(6,482
)
    
(6,867
)
Restricted cash
    
200
      
(200
)
Other
    
44
      
(210
)
Net cash used in investing activities
    
(4,962
)
    
(6,177
)
 
                
Cash flows from financing activities:
                
Proceeds from sale of membership interests in Nutra SA, net of costs
    
1,500
      
11,625
  
Proceeds from issuance of convertible debt and related warrants
    
3,563
      
506
  
Payments of debt
    
(12,610
)
    
(8,818
)
Proceeds from issuance of debt
    
15,189
      
15,056
  
Net cash provided by financing activities
    
7,642
      
18,369
  
 
                
Effect of exchange rate changes on cash and cash equivalents
    
(147
)
    
(248
)
Net change in cash and cash equivalents
    
(2,289
)
    
2,792
  
Cash and cash equivalents, beginning of year
    
3,329
      
537
  
Cash and cash equivalents, end of year
  
$
1,040
    
$
3,329
  
 
                
Supplemental disclosures:
                
Cash paid for interest
  
$
1,651
    
$
1,551
  
Cash paid for income taxes
    
-
      
-
  

See Notes to Consolidated Financial Statements
RiceBran Technologies
Notes to Consolidated Financial Statements

NOTE 1. CHAPTER 11 REORGANIZATION, LIQUIDITY AND MANAGEMENT’S PLANS

Chapter 11 Reorganization

On November 10, 2009, RiceBran Technologies (the Parent Company, formerly known as NutraCea) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankruptcy Code) in the United States Bankruptcy Court for the District of Arizona (the Bankruptcy Court), in the proceeding entitled In re: NutraCea, Case No. 2:09-bk-28817-CGC (the Chapter 11 Reorganization). None of the Parent Company’s subsidiaries, including its Brazilian rice bran oil operation, were included in the bankruptcy filing. The Parent Company continued to manage its assets and operate its business as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court through the November 2010 plan effective date (see below). Under the Bankruptcy Code, certain claims against the Parent Company in existence prior to the filing of the bankruptcy petition were stayed during the pendency of the Chapter 11 Reorganization. Additional claims arose subsequent to the filing date from the Parent Company’s business operations, its secured borrowing from Wells Fargo Bank, N.A., its employment of professionals, its disposition of certain non-core assets (as described below) and its treatment of certain executory contracts.

On August 10, 2010, the Parent Company and the Official Unsecured Creditors Committee filed with the Bankruptcy Court an amended plan of reorganization (Amended Plan) in accordance with the Bankruptcy Code. The Amended Plan called for the payment in full of all allowed claims. Creditors voted overwhelmingly in favor of the Amended Plan and, on October 27, 2010, the Bankruptcy Court entered its order confirming the Amended Plan. The confirmation order became final on November 10, 2010, and the Amended Plan became effective on November 30, 2010.

The liabilities subject to compromise became the Parent Company’s payment obligations under the Amended Plan of approximately $7.0 million when the Amended Plan became effective. As of December 31, 2011, the portion of these obligations remaining unpaid was reflected as pre-petition liabilities in our consolidated balance sheets. Interest accrued on the allowed liabilities subject to compromise from November 2009 through November 2010, at an annual rate of 0.38%. Interest accrued on the unpaid prepetition liabilities at an annual rate of 8.25% beginning in December 2010.

In January 2012, we made our final $1.6 million distribution to the general unsecured creditors. Cumulatively, we made distributions totaling $7.0 million, representing 100% of the amount owed under the Amended Plan, plus accrued interest. The distributions were made with the proceeds from (i) the sale of interests in Nutra SA, LLC (Nutra SA) in 2011, (ii) proceeds from the issuance of convertible notes, debentures and related warrants in 2012 and 2011 (iii) receipts on notes receivable in 2012 and 2011 and (iv) proceeds from the sale of the idle Phoenix facility in 2010.

Liquidity and Management’s Plans

We continue to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern. Although we believe that we will be able to obtain the funds to operate our business, there can be no assurances that our efforts will prove successful. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We took steps in 2012 and 2011 to improve profitability and liquidity by reducing our U.S. based employee headcount at both the corporate and plant operations level. In the ongoing effort to improve profitability, significant emphasis will be placed on growing revenues. The growth of revenues is expected to include the following:

· growth in existing markets for stabilized rice bran (SRB), rice bran oil (RBO) and defatted rice bran (DRB);
· expanding our product offerings and improving existing products;
· aligning with strategic partners who can provide channels for additional sales of our products; and
· implementing price increases.

In 2012 and 2011, we issued shares of common stock and options to satisfy certain obligations in an effort to conserve cash. In 2012 and 2011, we also obtained funds from issuances of convertible debt and warrants. We intend to obtain the necessary cash to continue our operations through the monetization of certain assets, improved profitability and possibly through equity and/or debt financing transactions. Some of these monetizations could result in additional impairment of asset values. Asset monetization may include some or all of the following:

· sale of certain facilities;
· sale of a noncontrolling interest in one or more subsidiaries; or
RiceBran Technologies
Notes to Consolidated Financial Statements

· sale of surplus equipment.

NOTE 2. GENERAL BUSINESS

We are a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. We have proprietary and patented intellectual property that allows us to convert rice bran, one of the world’s most underutilized food sources, into a number of highly nutritious human food and animal nutrition products. Our target markets are human food and animal nutrition manufacturers and retailers, as well as natural food, functional food and nutraceutical supplement manufacturers and retailers, both domestically and internationally. We have developed a bio-refining approach to processing raw rice bran into various value added constituents such as stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB) and a variety of other valuable derivative products from each of these core products.

We have three reportable business segments: (i) Corporate; (ii) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; and (iii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products. The Corporate segment includes selling, general and administrative expenses including public company expenses, litigation, and other expenses not directly attributable to other segments. No Corporate allocations are made to the other segments. General corporate interest is not allocated.

The USA segment consists of two locations in California and two locations in Louisiana all of which can produce SRB. One of the two Louisiana SRB facilities, located in Lake Charles, has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB) and RiBalance (a complete rice bran nutritional package derived from further processing SRB). The manufacturing facilities included in our USA segment have proprietary and patented processing equipment and technology for the stabilization and further processing of rice bran into finished products. In 2012, approximately 50% of USA segment revenue was from sales of human food products and approximately 50% was from sales of animal nutrition products.

The Brazil segment consists of the consolidated operations of Nutra SA, whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. DRB is sold in bulk as animal feed and compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market. In 2012, approximately 46% of Brazil segment product revenue was from sales of RBO products and 54% was from sales of DRB products.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation – The consolidated financial statements include the accounts of RiceBran Technologies (the Parent Company) and all subsidiaries in which we have a controlling interest. All significant inter-company accounts and transactions are eliminated in consolidation. Noncontrolling interests in our subsidiaries are recorded net of tax as net earnings (loss) attributable to noncontrolling interests.

Foreign Currencies - The consolidated financial statements are presented in our reporting currency, U.S. Dollars. The functional currency for Irgovel is the Brazilian Real. Accordingly, the balance sheet of Irgovel is translated into U.S. Dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates in effect during the period. Translation differences are recorded in accumulated other comprehensive income (loss) as foreign currency translation. Gains or losses on transactions denominated in a currency other than the subsidiaries’ functional currency which arise as a result of changes in foreign exchange rates are recorded as foreign exchange gain or loss in the statements of operations.

Cash and Cash Equivalents – We consider all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2012, we maintain our cash, including restricted cash, and cash equivalents, with major banks. We maintain cash in bank accounts, which at times may exceed federally insured limits. We have not experienced any losses on such accounts.
RiceBran Technologies
Notes to Consolidated Financial Statements

Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable represent amounts receivable on trade accounts. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts and the aging of accounts receivable. We analyze the aging of customer accounts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. From period to period, differences in judgments or estimates utilized may result in material differences in the amount and timing of our provision for doubtful accounts. We continue to evaluate our credit policy to ensure that the customers are worthy of terms and support our business plans.

Inventories - Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method. In the USA segment, we employ a full absorption procedure using standard cost techniques. The standards are customarily reviewed and adjusted annually so that they are materially consistent with actual purchase and production costs. In the Brazil segment we use actual average purchase and production costs. Provisions for potentially obsolete or slow moving inventory are made based upon our analysis of inventory levels, historical obsolescence and future sales forecasts.

Long-Lived Assets, Intangible Assets and Goodwill – Long-lived assets, consisting primarily of property, intangible assets, and goodwill, comprise a significant portion of our total assets. Property is stated at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains or losses on the sale of property and equipment are reflected in the statements of operations. Intangible assets are stated at cost less accumulated amortization.

The carrying values of property and intangible assets with finite lives are evaluated periodically in relation to the expected future cash flows of the underlying assets and monitored for other potential triggering events that might indicate impairment. Adjustments are made in the event that estimated undiscounted net cash flows estimated to be derived from the asset are less than the carrying value of the related asset. The cash flow projections are based on historical experience, management’s view of growth rates within the industry, and the anticipated future economic environment.

We are required to test goodwill for impairment at least annually (by policy December 31) and more often if an event occurs or circumstances change that more likely than not reduce the fair value of a reporting unit below its carrying value. In assessing the recoverability of goodwill, we make estimates and assumptions about sales, operating margin, terminal growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. The fair value of a reporting unit has been determined using an income approach based on the present value of the future cash flows of each reporting unit. The goodwill impairment test compares the fair value of individual reporting units to the carrying value of these reporting units. If fair value is less than carrying value then goodwill impairment may be present. The market value of our common stock is an indicator of fair value and a consideration in determining the fair value of our reporting units.

Revenue Recognition – We recognize revenue for product sales when title and risk of loss pass to our customers, generally upon shipment for USA segment customers and Brazil segment international customers and upon customer receipt for Brazil segment domestic customers. Each transaction is evaluated to determine if all of the following four criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the selling price is fixed and determinable; and (iv) collectability is reasonably assured. If any of the above criteria cannot be satisfied then such a transaction is not recorded as revenue, or is recorded as deferred revenue and recognized only when the sales cycle is complete and payment is either received or becomes reasonably assured. Changes in judgments and estimates regarding the application of the above mentioned four criteria might result in a change in the timing or amount of revenue recognized by such transactions.

We make provisions for estimated returns discounts, and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities.

Shipping and Handling Fees and Costs – Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold.

Research and Development – Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses. External expenses consist of costs associated with product development. All such costs are charged to expense in the period they are incurred.
RiceBran Technologies
Notes to Consolidated Financial Statements

Derivative Conversion Liabilities – We have certain convertible debt outstanding that contain antidilution clauses. Under these clauses, we may be required to lower the conversion price on the convertible debt based on future issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain conversion prices. We account for the conversion liabilities associated with these antidilution clauses as liability instruments, separate from the host debt. The conversion liabilities are classified as debt on our consolidated balance sheets. These conversion liabilities are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations in other income (expense).

Derivative Warrant Liabilities – We have certain warrant agreements in effect that contain antidilution clauses. Under these clauses, we may be required to lower the exercise price on these warrants and issue additional warrants based on future issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain exercise prices. We account for the warrants with these antidilution clauses as liability instruments. These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations in other income (expense).

Share-Based Compensation – Share-based compensation expense for employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest, reduced for estimated forfeitures, and expensed on a straight-line basis over the requisite service period of the grant. Forfeitures are estimated at the time of grant based on our historical forfeiture experience and are revised in subsequent periods if actual forfeitures differ from those estimates. 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 treat options granted to employees of foreign subsidiaries as equity options. We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model.

We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally we value options granted to non-employees and consultants using the Black-Scholes-Merton valuation model. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The expense of stock awards issued to consultants or other third parties are recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The value is re-measured each reporting period over the requisite service period. Most non-employee awards have graded vesting schedules resulting in higher compensation expense recorded early in the service period.

Income Taxes – We account for income taxes by recording a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for financial reporting and tax purposes during the year.

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.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the uncertainty inherent in such estimates, actual results could differ from those estimates.

Reclassifications – Certain reclassifications have been made to prior period amounts to conform to classifications adopted in the current year financial statement presentation.

Recent Accounting Pronouncements

Accounting pronouncements that are applicable to us and could potentially have a material impact on our financial statements are discussed below.
RiceBran Technologies
Notes to Consolidated Financial Statements

In May 2011, the Financial Accounting Standards Board (FASB) amended guidance on fair value measurement and expanded the required disclosures related to fair value. The amendments, among other things, clarify that the highest and best use concept applies only to nonfinancial assets and addresses the appropriate premiums and discounts to consider in fair value measurement. We adopted the guidance prospectively, effective January 1, 2012. Adoption did not have a significant impact on our financial position or results of operations.

In September 2011, the FASB amended guidance on goodwill impairment testing. The amendments permit us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Previous guidance required us to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments, we are not required to calculate the fair value of a reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount. We adopted the amendments effective for annual and interim goodwill impairment tests (if required) performed after January 1, 2012. Adoption had no impact on our financial position or results of operations.

NOTE 4. LOSS PER SHARE (EPS)

Basic EPS is computed by dividing net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of common shares outstanding during all periods presented. Shares underlying options, warrants and convertible notes payable are excluded from the basic EPS calculation but are considered in calculating diluted EPS.

Diluted EPS is computed by dividing the net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. The dilutive effect of outstanding convertible debt is calculated using the if converted method.

Below are reconciliations of the numerators and denominators in the EPS computations.

 
  
2012
    
2011
  
NUMERATOR (in thousands):
  
   
 
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
  
$
(9,509
)
  
$
(10,099
)
 
                
DENOMINATOR:
                
Basic EPS - weighted average number of shares outstanding
    
1,023,412
      
991,852
  
Effect of dilutive securities outstanding
    
-
      
-
  
Diluted EPS - weighted average number of shares outstanding
    
1,023,412
      
991,852
  
 
                
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 (average exercise price of $48.00 and $58.00 )
    
191,187
      
197,879
  
Warrants (average exercise price of $62.00 and $226.00)
    
736,753
      
214,765
  
Convertible notes (average conversion price of $16.00 and $42.00)
    
334,709
      
25,800
  

The impact of potentially dilutive securities outstanding at December 31, 2012 and 2011, was not included in the calculation of diluted EPS in 2012 and 2011 because to do so would be antidilutive. Those securities which were antidilutive in 2012 and 2011, which remain outstanding, could potentially dilute EPS in the future.
RiceBran Technologies
Notes to Consolidated Financial Statements

NOTE 5. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA

We hold a variable interest which relates to our equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).

 
  
December 31,
  
 
  
2012
    
2011
  
Cash and cash equivalents
  
$
562
    
$
3,290
  
Other current assets (restricted $2,505 at December 31, 2012)
    
5,675
      
6,641
  
Property, net (restricted $5,757 at December 31, 2012)
    
19,690
      
15,833
  
Goodwill and intangibles, net
    
6,215
      
7,556
  
Other noncurrent assets
    
54
      
21
  
Total assets
  
$
32,196
    
$
33,341
  
 
                
Current liabilities
  
$
5,141
    
$
3,851
  
Current portion of long-term debt (nonrecourse $7,013 at December 31, 2012)
    
7,013
      
5,469
  
Long-term debt, less current portion (nonrecourse $7,454 at December 31, 2012)
    
7,454
      
6,361
  
Other noncurrent liabilities
    
1,871
      
3,766
  
Total liabilities
  
$
21,479
    
$
19,447
  

Nutra SA’s debt is secured by its accounts receivable and property. Our parent company and our non-Brazilian subsidiaries do not guarantee any of Nutra SA’s debt.

A summary of changes in redeemable noncontrolling interest in Nutra SA follows (in thousands):

 
  
Investors' Ownership Interest After Transaction
    
2012
    
2011
  
Redeemable noncontrolling interest in Nutra SA, beginning of period
  
   
$
9,918
    
$
-
  
Investors' purchase of initial units - first quarter 2011
    
35.6
%
    
-
      
7,725
  
Investors' purchase of additional units - second quarter 2011
    
45.2
%
    
-
      
3,000
  
Investors' purchase of additional units - third quarter 2011
    
49.0
%
    
-
      
900
  
Investors' purchase of additional units - fourth quarter 2012
    
49.0
%
    
1,500
      
-
  
Investors' interest in net loss of Nutra SA
            
(1,627
)
    
(776
)
Investors' interest in accumulated other comprehensive income of Nutra SA
            
(529
)
    
(931
)
Redeemable noncontrolling interest in Nutra SA, end of period
          
$
9,262
    
$
9,918
  

In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors). The transaction closed in January 2011. The Investors agreed to purchase units in Nutra SA for an aggregate purchase price of $7.7 million. Prior to the transaction, Nutra SA was our wholly owned subsidiary. Nutra SA owns 100% of Irgovel. Initially after the closing, effective in January 2011, we owned a 64.4% interest in Nutra SA, and the Investors owned a 35.6% interest in Nutra SA. The Parent Company received $4.0 million of the January 2011 proceeds. The remaining $3.7 million, less $0.5 million retained by Nutra SA for administrative expenses, was invested in Irgovel for capital improvements and working capital needs.

We agreed to use $2.2 million of the funds received from the January 2011 transaction closing to repay amounts owed to the Class 6 general unsecured creditors in accordance with the Amended Plan. The remaining $1.8 million was used for general corporate purposes, other unsecured creditor claims and administrative expenses associated with the Chapter 11 Reorganization.
RiceBran Technologies
Notes to Consolidated Financial Statements

We received in 2011 an additional $3.9 million from the Investors - $1.9 million for the purchase of outstanding units in Nutra SA from us, which was used by the Corporate and USA segments for working capital, and $2.0 million for the purchase of new units in Nutra SA, which were used by the Brazil segment to fund a capital expansion. These purchases increased the Investors’ interest in Nutra SA to a 49.0% interest as of December 31, 2011.

In December 2012, we received an additional $1.5 million from the Investors for the purchase of new units in Nutra SA, which were used by the Brazil segment to fund a capital expansion. We made additional capital contributions valued at $1.5 million under the agreement, consisting of the right to use certain proprietary equipment and forgiveness of fees Nutra SA owed us. We must deliver and install the equipment at our expense, within 90 days after requested by either the Investors or Irgovel. The Investors’ interest remained 49.0% interest as of December 31, 2012.

The Investors have the right to subsequently purchase from Nutra SA up to an additional 750,000 units for another $1,500,000. If immediately prior to such purchase Nutra SA and Irgovel have sufficient cash to complete certain projects, then the units will have no voting rights.

We determined that we continued to control Nutra SA after each of the membership interest sale transactions and should continue to consolidate Nutra SA. We treated each transaction similar to an equity transaction, with no gain or loss recognized in consolidated net loss or comprehensive loss. The $0.3 million historical cost of the equipment we contributed in December 2012, is reflected in Nutra SA’s balance sheet, in the Brazil segment, as of December 31, 2012. The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest.

Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have the right to force a sale of Nutra SA assets in the future (see Drag Along Rights described below). We have assessed the likelihood of the Investors exercising these rights as less than probable at December 31, 2012, in part because it is more likely the Investors will exercise other rights prior to January 2014. We will continue to evaluate the probability of the Investors exercising their Drag Along rights each reporting period. We will begin to accrete the redeemable noncontrolling interest up to fair value if and when it is probable the Investors will exercise these rights.

We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA.

In connection with the December 2012 capital contributions, we amended the limited liability company agreement for Nutra SA (LLC agreement). Pursuant to this amendment, among other things, any units held by the Investors after January 1, 2014, accrue a yield at 4% if a certain milestone condition is satisfied, and at 8% if the milestone condition is not satisfied (the Yield). The milestone condition relates to Nutra SA having performed all of the following: obtaining additional back financing, completion of the capital expansion project within certain spending limitations, and operation of the plant post expansion at targeted processing levels. Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors. Until March 31, 2014, or if at any time Nutra SA is past due on its obligations to pay the Investors the Yield, all amounts due to us for management fees or for shared employees as provided under the LLC Agreement shall be tolled and remain unpaid until all past due amounts, if any, owed to the Investors have been paid in full.

Following the payment of the Yield, Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to the Investors in an amount equal to 2.3 times the Investors’ capital contribution, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests.

Under the LLC agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA.

As of December 31, 2012, there have been no events of default. Events of default, as defined in the MIPA, are:
· A Nutra SA business plan deviation, defined as the occurrence, in either 2012, 2013 or 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,
RiceBran Technologies
Notes to Consolidated Financial Statements

· A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, or
· A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds.

As of December 31, 2012, there have been no qualifying events. The LLC agreement, defines a qualifying event as any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.

The Investors have certain rights, summarized below, under an investor rights agreement and the LLC agreement, as further defined in the agreements.
· Conversion Rights – The Investors may exchange units in Nutra SA for equity interests in Irgovel. After any exchange, the Investors would possess the same rights and obligations with respect to the securities of Irgovel, as they have in Nutra SA.
· Global Holding Company (GHC) Roll-Up – If we form an entity, GHC, to hold our Brazil segment assets, the Investors may exchange units in Nutra SA for equity interests in GHC. The investors may exercise this right after the second anniversary of the formation of GHC or, if an event of default has occurred, after the later of January 2013 and the GHC formation date. The appraised fair value of the Investors’ interest in Nutra SA would be used to determine the amount of ownership interest the Investors would receive in GHC.
· RiceBran Technologies Roll-Up – The Investors may exchange units in Nutra SA for our common stock.. This right is available upon the earlier of January 2014 or, if an event of default has occurred, January 2013. We may elect to postpone our obligation to complete the roll-up to January 2015 if the roll-up would result in over 25% of our common stock being owned by the Investors. The appraised fair value of the Investors’ interest in Nutra SA and the market price of our stock would be used to determine the amount of ownership interest the Investors would receive.
· Drag Along Rights – The Investors have the right to force the sale of all Nutra SA assets after the earlier of (i) January 2014, (ii) January 2013 if an event of default occurs, or (iii) the date of a qualifying event. The right terminates upon the occurrence of certain events (a $50 million Nutra SA initial public offering or a change of control, as defined). We may elect to exercise a right of first refusal to purchase the Investors’ interest instead of proceeding to a sale.

In evaluating whether we are the primary beneficiary of Nutra SA, we considered the matters which could be put to a vote of the members. Until there is an event of default or a qualifying event, the Investors’ rights and abilities, individually or in the aggregate, do not allow them to substantively participate in the operations of Nutra SA. The Investors do not currently have the ability to dissolve Nutra SA or otherwise force the sale of all its assets. They do have such rights in the future (Drag Along Rights as described above). We will continue to evaluate our ability to control Nutra SA each reporting period.

Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the LLC agreement.

NOTE 6. INVENTORIES

Inventories are composed of the following (in thousands):

 
  
As of December 31,
  
 
  
2012
    
2011
  
Finished goods
  
$
1,146
    
$
906
  
Work in process
    
330
      
804
  
Raw materials
    
255
      
353
  
Packaging supplies
    
263
      
234
  
Total inventories
  
$
1,994
    
$
2,297
  

NOTE 7. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of trade accounts receivable and notes receivable. We perform ongoing credit evaluations on our customers’ financial condition and generally do not require collateral.
RiceBran Technologies
Notes to Consolidated Financial Statements

One customer accounted for approximately 10% and 20% of our sales in 2012 and 2011 and approximately 9% and 16% of our accounts receivable balances at December 31, 2012 and 2011. A second customer accounted for approximately 11% and 6% of our sales in 2012 and 2011 and approximately 30% and 14% of our accounts receivable balances at December 31, 2012 and 2011. A third customer accounted for approximately 7% and 6% of our sales in 2012 and 2011 and approximately 9% and 5% of our accounts receivable balances at December 31, 2012 and 2011.

NOTE 8. PROPERTY

Property consists of the following (in thousands):

 
  
As of December 31,
  
 
 
  
2012
    
2011
  
Estimated Useful Lives
Land
  
$
403
    
$
420
  
 
Furniture and fixtures
    
358
      
363
  
5-10 years
Plant
    
14,362
      
14,122
  
25-30 years, or life of lease
Computer and software
    
1,407
      
1,352
  
3-5 years
Leasehold improvements
    
189
      
189
  
3-7 years or life of lease
Machinery and equipment
    
15,053
      
17,249
  
5-10 years
Construction in progress
    
9,118
      
5,710
  
 
Subtotal
    
40,890
      
39,405
  
 
Less accumulated depreciation
    
12,433
      
11,410
  
 
Property, net
  
$
28,457
    
$
27,995
  
 

Our Lake Charles, Louisiana facility was built at a cost of $3.8 million to process rice bran from a rice milling company adjacent to the facility. The facility is built on leased land which is owned by the rice milling company. The facility was idled in May 2009 due to lack of orders. We recorded a $2.3 million impairment loss on the facility in 2009. The facility is not classified as held for sale due to potential alternative uses and because we are not aggressively marketing the property. We evaluated, and continue to evaluate, alternate uses of the facility. Depreciation on the facility has continued after the facility was idled. As of December 31, 2012, the net book value of the idled facility included in property, net, was $1.7 million.

We also own equipment purchased in 2009 for use in the Lake Charles, Louisiana facility. In 2012 and 2011, we recorded impairments of $1.1 million and $0.6 million on the Lake Charles equipment.

Property includes machinery and equipment that has never been installed or operated, which totals $1.4 million at December 31, 2012.
RiceBran Technologies
Notes to Consolidated Financial Statements

NOTE 9. INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands):

 
  
USA Segment
    
Brazil Segment
    
Total
  
 
  
   
   
Customer
    
   
Customer
    
Intangible
  
 
  
Patents
    
Trademarks
    
Lists
    
Trademarks
    
Lists
    
Assets
  
December 31, 2012
  
   
   
   
   
   
 
Cost
  
$
1,697
    
$
48
    
$
2,677
    
$
3,418
    
$
1,250
    
$
9,090
  
Accumulated amortization
    
(1,029
)
    
(38
)
    
(2,222
)
    
(2,362
)
    
(864
)
    
(6,515
)
Net book value
  
$
668
    
$
10
    
$
455
    
$
1,056
    
$
386
    
$
2,575
  
 
                                                
December 31, 2011
                                                
Cost
  
$
1,768
    
$
48
    
$
2,677
    
$
3,751
    
$
1,372
    
$
9,616
  
Accumulated amortization
    
(957
)
    
(35
)
    
(1,888
)
    
(2,056
)
    
(752
)
    
(5,688
)
Net book value
  
$
811
    
$
13
    
$
789
    
$
1,695
    
$
620
    
$
3,928
  
 
                                                
Estimated useful lives
  
17 years
    
7 years
    
7 years
    
7 years
    
7 years
          

We purchased no intangible assets in 2012 or 2011. All changes in the cost of Brazil segment intangibles are due to foreign currency translation. Amortization expense is expected to be $1.1 million in 2013, $1.0 million in 2014, $0.3 million in 2015, $0.1 million in 2016, $0.1 million in 2017 and $0.1 million thereafter.

In 2011, we wrote off patents with a net book value of $0.7 million. We determined the projected future cash flows were inadequate to recover the net book value of these patents.

NOTE 10. DEBT

The following table summarizes current and long-term portions of debt (in thousands):

 
  
As of December 31,
  
 
  
2012
    
2011
  
Corporate and USA segments:
  
   
 
Senior convertible debentures, net
  
$
1,048
    
$
-
  
Subordinated convertible notes, net
    
4,041
      
2,126
  
Factoring agreement
    
28
      
262
  
Other
    
-
      
507
  
 
    
5,117
      
2,895
  
Brazil segment:
                
Working capital lines of credit
    
2,227
      
1,778
  
Capital expansion loans
    
5,555
      
3,789
  
Equipment financing
    
201
      
214
  
Advances on export letters of credit
    
3,953
      
2,838
  
Special tax programs
    
2,531
      
3,211
  
 
    
14,467
      
11,830
  
Total debt
    
19,584
      
14,725
  
Current portion
    
8,003
      
6,792
  
Long-term portion
  
$
11,581
    
$
7,933
  
RiceBran Technologies
Notes to Consolidated Financial Statements

Required future minimum payments on our debt as of December 31, 2012, follow (in thousands).

 
  
Corporate and USA Segments
    
Brazil Segment
    
Total
  
2013
  
$
1,219
    
$
7,013
    
$
8,232
  
2014
    
108
      
1,283
      
1,391
  
2015
    
5,375
      
1,086
      
6,461
  
2016
    
-
      
983
      
983
  
2017
    
-
      
976
      
976
  
Thereafter
    
-
      
3,126
      
3,126
  
 
  
$
6,702
    
$
14,467
    
$
21,169
  

Corporate and USA Segments

Factoring Agreement

In January 2011, we entered into a domestic factoring agreement which provides for a $1.0 million credit facility with a bank. We may only borrow to the extent we have qualifying accounts receivable as defined in the agreement. The facility automatically renews for another year on December 31, 2013, unless proper termination notice is given. The bank charges the greater of $2,000 per month or a 2.0% fee on any borrowing. The 2.0% fee increases incrementally for any qualified account with a balance that remains outstanding in excess of 45 days. The average borrowings under this agreement totaled $0.1 million in 2012 and 2011.

Convertible Debt Outstanding as of December 31, 2012

Convertible debt instruments outstanding as of December 31, 2012, are listed below.

Issuance
Issuance Date of Debt
  
Principal Amount of Debt (in thousands)
  
Creditor's Debt Conversion Right
  
Stated Annual Interest Rate on Debt
  
Maturity Date of Debt
Senior Convertible Debentures
  
July 2012
  
$
1,299
  
Convertible January 2013 at $14.00 per share
  
NA
  
January 2014
Subordinated Convertible Note
August 2012
    
150
  
Convertible immediately at $14.00 per share
    
10
%
July 2015
Subordinated Convertible Notes
July 2012
    
850
  
Convertible immediately at $14.00 per share
    
10
%
July 2015
Subordinated Convertible Note
May 2012
    
50
  
Convertible immediately at $14.00 per share
    
10
%
July 2015
Subordinated Convertible Notes
January 2012
    
4,325
  
Convertible immediately at $14.00 per share
    
10
%
July 2015

All of the convertible debt instruments listed above contain full ratchet antidilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise.

In January 2012, we issued a senior convertible debenture and related warrant for $0.8 million, a $0.1 million discount from the debenture’s stated principal amount. We received cash proceeds of $0.6 million, net of cash financing costs. In the third quarter of 2012, this January 2012 debenture was exchanged for a July 2012 debenture with a stated principal amount of $1.0 million, representing the original principal amount plus interest which will accrue through the replacement debenture’s January 2014 maturity. In July 2012, we also issued a new senior convertible debenture and related warrant and received $0.2 million in proceeds, net of financing costs. Each of the July 2012 debentures is convertible immediately at $14.00 per share. Commencing February 2013, we are required to redeem 1/12th of the $1.3 million combined principal each month until the January 2014 maturity date. In lieu of a cash redemption we may elect to redeem the debentures by issuing a number of shares of common stock equal to the monthly redemption amount divided by the lesser of (i) the current debenture conversion price or (ii) 80% of the 20-day volume weighted average trading price of our common stock or (iii) the volume weighted average trading price of our common stock on the day immediately prior to the redemption date less $0.01. The number of shares delivered may not exceed 20% of the number of shares traded in the 20-day trading period prior to payment. The debentures are secured by a senior interest in substantially all of our assets, excluding our interest in Nutra SA. Pursuant to the terms of the debentures, we may not pay any dividends while the debenture is outstanding. Under the terms of the original January 2012 debenture, we had been required to redeem 1/12th of the $0.9 million principal each month commencing August 2012 until the July 2013 maturity date.
RiceBran Technologies
Notes to Consolidated Financial Statements

The January and May 2012 subordinated convertible notes with a face amount of $4.4 million, and the related warrants, were issued in exchange for $1.8 million cash, net of issuance costs, and surrender of then outstanding convertible notes with original principal totaling $2.3 million and a related warrant (old notes and old warrant). Interest is payable monthly at an annual rate of 10%. The notes are secured by a junior interest in substantially all of our assets, excluding our interest in Nutra SA. The old notes and old warrant were held by Baruch Halpern, who became a director concurrent with the January 2012 transaction. In exchange for surrendering the old notes and old warrant and an additional $0.1 million cash investment, we issued a $2.5 million subordinated convertible note and related warrant to a trust beneficially owned by Mr. Halpern (the Halpern Trust).

The July and August 2012 subordinated convertible notes with a face amount of $1.0 million, and the related warrants, were issued in exchange for $0.9 million cash, net of issuance costs. The notes are also secured by a junior interest in substantially all of our assets, excluding our interest in Nutra SA. The notes and warrants were issued to four investors who had purchased January and May 2012 subordinated convertible notes and warrants. We issued a $0.1 million subordinated convertible note and related warrant to an entity beneficially owned by Mr. Halpern (together with the Halpern Trust referred to as the Halpern Entities).

As of December 31, 2012, our convertible debt consists of the following components (in thousands):

 
  
   
Notes
    
 
 
  
Debentures
    
Halpern Entities
    
Other Investors
    
Total
  
Principal outstanding
  
$
(1,299
)
  
$
(2,600
)
  
$
(2,775
)
  
$
(6,674
)
Discount
    
422
      
587
      
2,775
      
3,784
  
Derivative conversion liabilities
    
(171
)
    
(980
)
    
(1,048
)
    
(2,199
)
Debt
  
$
(1,048
)
  
$
(2,993
)
  
$
(1,048
)
    
(5,089
)
 
                                
Debt - current portion
  
$
(962
)
  
$
-
    
$
-
    
$
(962
)
Debt - long-term portion
    
(86
)
    
(2,993
)
    
(1,048
)
    
(4,127
)

The discount recorded on the subordinated convertible note held by the Halpern Trust and the replacement senior convertible debenture, and the related deferred finance costs are amortized to interest expense under the effective interest method. As a result we are recognizing interest expense on the Halpern Trust subordinated convertible note at an effective interest rate of 20.9% and on the replacement senior convertible debenture at an effective interest rate of 25.1%.

The debt discounts on the other senior convertible debentures and subordinated convertible notes are also being amortized to interest expense under the effective interest method. However, because the fair value at issuance of the conversion features and warrants exceeded the proceeds from these issuances, in each case, under the effective interest method, this will result in the debt discount being expensed when the principal of the convertible debt matures or is redeemed, in proportion to the principal reduction. Deferred finance costs are also being amortized to interest expense under the effective interest method, in a similar fashion.

During 2012 and 2011, we recognized $0.3 million and $0.2 million of accreted interest on the convertible debt. We made no principal payments on convertible debt during 2012 or 2011.
RiceBran Technologies
Notes to Consolidated Financial Statements

2012 Convertible Debt Issuances

A summary of the allocation of the proceeds from the 2012 issuances of the senior convertible debenture, subordinated convertible notes and related warrants follows (in thousands).

 
  
First and Second Quarter of 2012
    
Third Quarter of 2012
    
 
 
  
Debenture
    
Notes and Warrants
    
Debentures and Warrants
    
Notes and Warrants
    
 
 
  
and
    
Halpern
    
Other
    
   
Replace-
    
Halpern
    
Other
    
 
 
  
Warrant
    
Entities
    
Investors
    
New
    
ment
    
Entities
    
Investors
    
Total
  
(Increases) decreases in:
  
   
   
   
   
   
   
   
 
Debt - principal
  
$
(870
)
  
$
(2,500
)
  
$
(1,875
)
  
$
(290
)
  
$
(139
)
  
$
(100
)
  
$
(900
)
  
$
(6,674
)
Debt - discount
    
870
      
630
      
1,875
      
290
      
(661
)
    
100
      
900
      
4,004
  
Debt - derivative conversion liabilities
    
(296
)
    
(1,942
)
    
(1,448
)
    
(128
)
    
(105
)
    
(69
)
    
(583
)
    
(4,571
)
Derivative warrant liabilities
    
(648
)
    
(2,473
)
    
(1,848
)
    
(273
)
    
(907
)
    
(88
)
    
(746
)
    
(6,983
)
Debt (carrying amount of old note)
    
-
      
2,152
      
-
      
-
      
-
      
-
      
-
      
2,152
  
Equity
    
-
      
1,089
      
-
      
-
      
-
      
-
      
-
      
1,089
  
Loss on extinguishment
    
-
      
2,986
      
-
      
-
      
1,955
      
-
      
-
      
4,941
  
Financing expense
    
168
      
-
      
1,376
      
141
      
27
      
59
      
413
      
2,184
  
Other long -term assets - deferred finance costs
    
144
      
65
      
134
      
23
      
(148
)
    
4
      
73
      
295
  
Proceeds, net of finance costs
    
632
      
(7
)
    
1,786
      
237
      
(22
)
    
94
      
843
      
3,563
  

We accounted for the July 2012 issuance of the replacement senior convertible debenture in the principal amount of $1.0 million and related warrant as a significant modification to the January 2012 debenture and related warrant. We recognized a loss on extinguishment for the difference between the fair value of the senior convertible debenture and warrant issued and the total of (i) the fair values of the conversion features embedded in the January 2012 debenture (ii) the carrying amount of the old debenture (zero) and (iii) the proceeds received, net of issue costs.

We accounted for the January 2012 issuance of the $2.5 million subordinated convertible note and related warrant to the Halpern Trust as a significant modification to the old notes and warrant held by Mr. Halpern. We recognized a loss on extinguishment for the difference between the fair value of the subordinated convertible note and warrant issued, and the total of (i) the fair values of the conversion features embedded in the old notes, (ii) the fair value of the old warrant, (iii) the carrying amount of the old notes and (iv) the proceeds received, net of issue costs. The old notes’ embedded conversion features and the old warrant did not qualify as separate derivative liabilities and, therefore, we reduced equity by the January 2012 fair value of the embedded conversion features and warrant.

The other issuances of senior convertible debentures, subordinated convertible notes and related warrants were not accounted for as significant modifications and the $3.6 million proceeds from those issuances were allocated to convertible debt and warrants. In each case, the fair value of the warrants and embedded conversion features exceeded the proceeds received, which resulted in the recognition of financing expense on the date of issuance.

Changes in the fair value of the derivative conversion and warrant liabilities subsequent to issuance are recognized in change in fair value of derivative warrant and conversion liabilities in the statement of operations. The changes in fair value of derivative liabilities as a result of the July 2012 amendment to the January 2012 and May 2012 subordinated convertible notes and related warrants, are also included in change in fair value of derivative warrant and conversion liabilities in the statement of operations. As a result of a July 2012 amendment, the exercise price on the warrants related to the January 2012 and May 2012 subordinated convertible notes decreased from $24.00 per share to $16.00 per share and the number of underlying shares was increased proportionately. In addition the terms of all of the subordinated convertible notes outstanding, were modified such that the maturity date was extended from January and May 2015 to July 2015.

The $2.4 million of the $3.6 million in proceeds from the 2012 issuances of convertible debt and related warrants were used to make the final distributions to the unsecured creditors in January 2012 and the remainder was used for general corporate purposes.
RiceBran Technologies
Notes to Consolidated Financial Statements

2011 Convertible Debt Issuances

During 2011, we issued several convertibles notes, with related warrants to our financial advisor, who became a director of RiceBran Technologies in January 2012. Below is a summary of the transactions.

Transaction
 
  
Principal amount of Note(s) (in thousands)
    
Stated Annual Interest Rate on Note(s)
    
Per Share Note Conversion Price
    
Cash Received in Transaction (in thousands)
    
Number of Shares Under Equity Warrant(s)
    
Average Exercise Price of Warrant(s)
  
First quarter 2011
(1)
  
$
500
      
10
%
  
$
40.00
    
$
500
      
2,500
    
$
50.00
  
Second quarter 2011
(2)
    
730
      
10
%
    
46.00
      
230
      
3,650
      
46.00
  
Third quarter 2011, event A
(2)
    
270
      
10
%
    
46.00
      
270
      
1,350
      
46.00
  
Third quarter 2011, event B
(2)
    
730
      
10
%
    
46.00
      
730
      
3,650
      
46.00
  
Fourth quarter 2011
(3)
    
2,323
      
10
%
    
40.00
      
550
      
11,616
      
44.00
  
Total in 2011
 
                          
$
2,280
      
22,766
          

(1) The convertible note and the related warrant issued in the first quarter of 2011, were terminated and cancelled in the second quarter of 2011 when the second quarter transaction occurred.
(2) The convertible notes and related warrants issued in the second and third quarters of 2011, were terminated and cancelled in the fourth quarter of 2011 when the fourth quarter transaction occurred.
(3) The convertible notes and related warrants issued in the fourth quarter of 2011, were terminated and cancelled in the first quarter of 2012, when a subordinated convertible note was issued to the Halpern Entities, as described further below.

The proceeds received from these transactions were allocated to convertible notes and warrants. We concluded in each case that the warrants were indexed to our common stock and should be recorded as equity. We determined the fair value of each warrant. We then determined the fair value of each convertible note as the total of (i) the fair value of the note, determined by discounting cash flows of the payments due under the note at 25%, plus (ii) the fair value of the related conversion feature. Based on the relative fair values, we allocated the proceeds to the convertible note and equity for the warrant portion. In each case, we concluded that the embedded conversion feature need not be accounted for as a derivative since it was indexed to our common stock. We then determined whether the conversion feature was a beneficial conversion feature based on the effective conversion price. If there was a beneficial conversion feature, the amount of that feature was recorded in equity with an offsetting increase in debt discount for that convertible note.

We recognized no gain or loss as a result of the 2011 refinancing of any of the convertible notes. During 2011, we received a total of $2.3 million from issuance of the notes and related warrants. We recorded in equity $0.5 million for the warrants and the beneficial conversion features, $0.1 million to other assets and $1.9 million to debt.

Brazil Segment

All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on export letters of credit which are denominated in U.S. Dollars.

Capital Expansion Loans

In December 2011, Irgovel entered into agreements with the Bank of Brazil. Under the agreements, Irgovel may borrow up to R$2.8 million on one agreement and R$6.7 million on another agreement (a total of $4.7 million based on the December 31, 2012 exchange rate). The annual interest rate on the loans is 6.5%. Interest is payable quarterly on the amounts outstanding and the maturity date of the loans is December 2021. Irgovel must make monthly principal payments under each of the loans with the first payment due on January 2014. Irgovel used R$1.5 million of the proceeds for working capital purposes and the remainder for the purchase of equipment and machinery.
RiceBran Technologies
Notes to Consolidated Financial Statements

In July 2012, Irgovel entered into a third agreement with the bank under which it borrowed R$1.7 million ($0.9 million based on the December 31, 2012 exchange rate) for the purchase of certain equipment at an annual interest rate of 5.5%. Interest is payable quarterly on the amounts outstanding and the maturity date of the loans is July 2019. Irgovel must make monthly principal payments under the loan with the first payment due August 2015. The loan is secured by the related equipment.

Equipment Financing

Irgovel has entered into certain equipment financing arrangements with annual interest rates that range from 13.5% to 21.5%, and average 16.2%. Interest and principal on this debt is payable monthly and payments extend through March 2016. This debt is secured by the related equipment.

Working Capital Lines of Credit

Irgovel has working capital lines of credit secured by accounts receivable. The total amount of borrowing capacity is R$3.6 million ($1.8 million based on the December 31, 2012, exchange rate) but cannot exceed 40%-100% of the collateral, depending on the agreement. The annual interest rates on this debt range from 12.4% to 44.5%, and average 23.3%. Principal maturities of amounts outstanding at December 31, 2012, extend through May 2014.

Advances on Export Letters of Credit

Irgovel obtains advances against certain accounts receivable backed by export letters of credit. The annual interest rates on these advances range from 3.7% to 8.0%, and average 5.6%. Principal maturities of amounts outstanding at December 31, 2012, extend through July 2013.

Special Tax Programs

Irgovel has unsecured notes payable for Brazilian federal and social security taxes under a special Brazilian government tax program. Amounts due under the special tax program are part of an amnesty program relative to unpaid taxes that existed prior to our acquisition of Irgovel in 2008. Principal and interest payments are due monthly through 2022. Interest on the notes is payable monthly at the Brazilian SELIC target rate, which was 7.3% at December 31, 2012.

Irgovel qualified for a modification of one of its special tax program debts. The debt was lowered by $0.3 million in the second quarter of 2011 in exchange for a reduction in available net operating losses for Brazil tax purposes valued at $0.3 million. We recorded no gain or loss on the transaction. Prior to the modification the maturities on this debt ranged from 2011 through 2017. As modified, debt maturities range from 2011 through 2022.

NOTE 11. EQUITY AND SHARE-BASED COMPENSATION

On October 28, 2013, our board of directors approved a 1 for 200 reverse split of our common stock. We began trading on a post split basis on November 18, 2013. All share and per share information has been retrospectively adjusted for all prior periods presented giving retroactive effect to the reverse stock split. Such adjustments include calculations of our weighted averages number of shares outstanding and loss per share, as well as disclosures regarding our share-based compensation and convertible debt.

We have never declared or paid dividends on our common stock and have no plans to pay dividends in the foreseeable future. Pursuant to the terms of the senior convertible debentures, we may not pay any dividends while a debenture is outstanding. Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the limited liability company agreement for Nutra SA.

In lieu of paying cash to non-employee board members for board retainer fees for the last three quarters of 2011, we issued 6,036 shares of common stock.
RiceBran Technologies
Notes to Consolidated Financial Statements

A summary of stock option and warrant activity for 2012 and 2011 follows.

 
  
Options
    
Equity and Liability Warrants
  
 
  
Shares Under Options
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Life (Years)
    
Shares Under Warrants
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Life (Years)
  
Outstanding, January 1, 2011
    
227,426
    
$
60.00
      
6.8
      
202,148
    
$
254.00
      
2.3
  
Granted
    
26,022
      
44.00
              
25,794
      
46.00
          
Impact of anti-dilution clauses
    
-
    
NA
              
31,517
    
NA
          
Exercised
    
-
    
NA
              
-
    
NA
          
Forfeited, expired or cancelled
    
(60,504
)
    
72.00
              
(25,512
)
    
148.00
          
Outstanding, December 31, 2011
    
192,944
      
54.00
      
6.3
      
233,947
      
208.00
      
1.7
  
Granted
    
29,060
      
30.00
              
423,782
      
20.00
          
Impact of anti-dilution clauses
    
-
    
NA
              
518,720
    
NA
          
Impact of amendment
    
-
    
NA
              
78,215
    
NA
          
Exercised
    
-
    
NA
              
(25,015
)
    
20.00
          
Forfeited, expired or cancelled
    
(52,750
)
    
68.00
              
(422,880
)
    
86.00
          
Outstanding, December 31, 2012
    
169,254
    
$
32.00
      
6.3
      
806,769
    
$
24.00
      
3.5
  
Exercisable, December 31, 2012
    
143,522
    
$
34.00
      
5.9
      
713,969
    
$
26.00
      
3.3
  

Options

Our board of directors adopted our 2010 Equity Incentive Plan (2010 Plan) in February 2010. A total of 125,000 shares of common stock were initially reserved for issuance under the 2010 Plan. The amount reserved increases annually each January 1st by 5% of the outstanding shares as of the prior December 31st. Additionally, in 2011 the board approved an 40,000 increase in the number of shares of common stock reserved under the plan. Under the terms of the 2010 Plan, we may grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our board of directors administers the 2010 Plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients. The options granted under the 2010 Plan have terms of up to 10 years.

 
  
December 31,
2012
  
 
  
 
Initially reserved
    
125,000
  
Additionally reserved - annual increases
    
99,156
  
Additionally reserved - board action
    
40,000
  
Options granted since inception, net of forfeited, expired or cancelled
    
(114,890
)
Stock granted since inception
    
(60,282
)
Available for issuance under the 2010 Plan
    
88,984
  

Our board of directors adopted the 2005 Equity Incentive Plan (2005 Plan) in May 2005 and our shareholders approved the 2005 Plan in September 2005. Under the terms of the 2005 Plan, we could grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Options granted under the 2005 Plan have terms of up to 10 years. There are no longer any shares reserved for future issuance under the 2005 Plan.

We have outstanding a total of 17,077 options awarded to current and former directors, employees and consultants at various times beginning in 2004 through 2009 that do not fall under the plans described above. Expiration periods, typically ten years, and other terms of these non-plan specific options are not materially different from those issued under the 2010 Plan and 2005 Plan.
RiceBran Technologies
Notes to Consolidated Financial Statements

Share-based compensation expenses related to options are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands):

 
  
2012
    
2011
  
Consultants
  
$
42
    
$
14
  
Directors
    
285
      
280
  
Employees
    
152
      
112
  
Executive officers
    
444
      
501
  
Total share-based compensation expense, options
  
$
923
    
$
907
  

The following table summarizes option activity during 2012 and 2011:

 
  
Employees and Directors
    
Consultants
    
 
 
  
Weighted Average Exercise Price
    
Shares Under Options
    
Weighted Average Exercise Price
    
Shares Under Options
    
Total Number of Options
  
Outstanding, January 1, 2011
  
$
82.00
      
218,808
    
$
292.00
      
8,618
      
227,426
  
Granted
    
42.00
      
22,022
      
62.00
      
4,000
      
26,022
  
Forfeited, expired or cancelled
    
68.00
      
(60,336
)
    
2,000.00
      
(168
)
    
(60,504
)
Exercised
  
NA
      
-
    
NA
      
-
      
-
  
Outstanding, December 31, 2011
    
48.00
      
180,494
      
152.00
      
12,450
      
192,944
  
Granted
    
26.00
      
28,060
      
16.00
      
1,000
      
29,060
  
Forfeited, expired or cancelled
    
58.00
      
(50,250
)
    
266.00
      
(2,500
)
    
(52,750
)
Exercised
  
NA
      
-
    
NA
      
-
      
-
  
Outstanding, December 31, 2012
  
$
26.00
      
158,304
    
$
106.00
      
10,950
      
169,254
  
 
                                        
Exercisable, December 31, 2012
  
$
28.00
      
134,155
    
$
112.00
      
9,367
      
143,522
  
Exercisable, December 31, 2011
  
$
52.00
      
129,571
    
$
190.00
      
8,867
      
138,438
  

The following are the weighted-average assumptions used in valuing stock options:

 
  
2012
    
2011
  
 
  
   
 
Fair value of options granted
  
$
20.00
    
$
38.00
  
Volatility
    
109.2
%
    
101.5
%
Risk free interest rate
    
0.9
%
    
0.8
%
Expected life of options (in years)
    
6.1
      
5.2
  
Expected dividends
    
-
      
-
  
Forfeiture rate
    
5
%
    
5
%
RiceBran Technologies
Notes to Consolidated Financial Statements

The following table summarizes information related to outstanding and exercisable options:

    
As of December 31, 2012
  
   
Outstanding
    
Exercisable
  
Range of Exercise Prices
    
Shares Under Options
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Life (Years)
    
Shares Under Options
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Life (Years)
  
   
   
   
   
   
   
 
$
16.00
      
110,212
    
$
16.00
      
7.0
      
86,063
    
$
16.00
      
6.7
  
$
28.00
      
3,540
      
28.00
      
9.2
      
3,540
      
28.00
      
9.2
  
$
40.00
      
34,064
      
40.00
      
5.6
      
34,064
      
40.00
      
5.6
  
$
60.00
      
15,000
      
60.00
      
2.0
      
15,000
      
60.00
      
2.0
  
$
74.00
      
3,438
      
74.00
      
8.2
      
1,855
      
74.00
      
8.2
  
$
242.00
      
500
      
242.00
      
3.0
      
500
      
242.00
      
3.0
  
$
300.00
      
2,500
      
300.00
      
0.4
      
2,500
      
300.00
      
0.4
  
$
16.00 to $300.00
      
169,254
      
32.00
      
6.3
      
143,522
      
34.00
      
5.9
  

In 2012, we issued 15,022 shares of common stock to retiring directors in exchange for the surrender of vested stock options exercisable for 23,710 shares of common stock. The fair value of the options surrendered on the date of the stock issuances was $0.3 million and fair value of the stock at issuances was $0.3 million.

For 2012, our non-employee directors agreed to accept stock options in lieu of cash representing one half of the board retainer fees to which they otherwise would have been entitled. As a result, we issued options for the purchase of 6,090 shares of common stock in 2012, at an exercise price of $28.00 per share. The stock options vested in installments during 2012. The $0.2 million grant date fair value of the options equaled the cash fees to which the directors were otherwise entitled.

In 2012, our three executive officers agreed to accept stock options in lieu of receiving their full salary in cash. Our three executive officers received cash equal to either 83.3% or 90.0% of their stated contract salary, as detailed in their employment agreements, and these officers were collectively issued stock options for the purchase of up to 4,263 shares of common stock at an exercise price equal to $24.00 per share. The options vested in installments during 2012. The $0.1 million grant date fair value of the options equaled the officers’ salary forbearance.

In 2012, we lowered the exercise price on outstanding options held by certain employees for the purchase of up to 108,588 shares of common stock to $16.00 per share from an average exercise price of $38.00 per share. The stock price on the date of the re-pricing was $14.00 per share. No other terms of the options were modified. We recorded expense of less than $0.1 million in 2012, representing the difference between the fair value of the options before and after the modification. Total unrecognized compensation increased less than $0.1 million as a result of the modification.

In 2011, we entered into amendments to employment agreements with each of our four executive officers. Twenty percent of each officer’s salary for the last six months of 2011 was paid in stock options instead of in cash. The options vested and became exercisable in installments during 2011. Under the amendments we issued options to purchase 10,584 shares of common stock, at an average exercise price of $40.00, and an average initial term of 1.6 years.

In 2010, we reached an agreement to settle all potential claims associated with the employment of Mr. Brad Edson, our former chief executive officer. The agreement was subject to the approval of the Bankruptcy Court and became effective upon court approval in 2011. Mr. Edson agreed to return to NutraCea $0.4 million, representing a bonus earned in 2008. We recorded a receivable for the return of the bonus. The corresponding income reduced selling, general and administrative expenses in the first quarter of 2011. As partial payment of the receivable, Mr. Edson forfeited 30,000 options granted in 2004 and returned 175 shares of common stock in payment of $0.3 million of his obligation. The options had an exercise price of $60.00 per share and were outstanding and exercisable as of December 31, 2010. We reduced the receivable from Mr. Edson, reduced equity by $0.3 million, and cancelled the options in 2011, when the Bankruptcy Court approved the agreement. The remaining $0.1 million receivable remains unpaid and reserved for due to uncertainty with regard to the collectability of the receivable as of December 31, 2012.
RiceBran Technologies
Notes to Consolidated Financial Statements

In 2011, we reached an agreement to settle all potential claims associated with the employment of Mr. Todd Crow, our former chief financial officer. As part of the settlement, Mr. Crow was required to forfeit 8,315 options and return 48 shares of common stock held. The agreement was subject to the approval of the Bankruptcy Court and became effective upon court approval in 2011. We cancelled the stock and options in 2011. The options had an average exercise price of $74.00 per share and were outstanding and exercisable as of December 31, 2010. No value was assigned to the cancelled stock or options because we transferred no cash or other assets in exchange. In connection with the settlement, Mr. Crow agreed to withdraw his $0.2 million bankruptcy claim.

Warrants

We have outstanding warrants classified as equity (equity warrants) and as warrant liability (liability warrants).

 
  
Equity Warrants
    
Liability Warrants
  
 
  
Shares Under Equity Warrants
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Life (Years)
    
Shares Under Liability Warrants
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Life (Years)
  
Balance, January 1, 2011
    
2,727
    
$
138.00
      
2.8
      
199,421
    
$
256.00
      
2.3
  
Granted
    
25,795
      
46.00
              
-
                  
Impact of antidilution clauses
    
-
                      
31,516
                  
Exercised
    
-
                      
-
                  
Forfeited, expired or cancelled
    
(11,150
)
    
46.00
              
(14,362
)
    
226.00
          
Balance, December 31, 2011
    
17,372
      
60.00
      
3.5
      
216,575
      
220.00
      
1.5
  
Granted
    
-
      
-
              
423,782
      
20.00
          
Impact of antidilution clauses
    
-
      
-
              
518,720
    
NA
          
Impact of amendment
    
-
      
-
              
78,215
    
NA
          
Exercised
    
-
      
-
              
(25,015
)
    
20.00
          
Forfeited, expired or cancelled
    
(11,616
)
    
44.00
              
(411,264
)
    
88.00
          
Outstanding, December 31, 2012
    
5,756
    
$
90.00
      
2.4
      
801,013
    
$
24.00
    
$
3.5
  
Exercisable, December 31, 2012
    
5,756
    
$
90.00
      
2.4
      
708,213
    
$
24.00
    
$
3.3
  

During the first quarter of 2012, the holder of a liability warrant to purchase 25,016 shares of common stock exercised the warrant on a cashless basis and, as a result, we issued the holder 7,764 shares of our common stock. We transferred the $0.7 million fair value of the liability warrant as of the date of exercise into equity.

The following table summarizes information related to outstanding and exercisable warrants:

  
  
  
As of December 31, 2012
  
 
  
  
Outstanding
    
Exercisable
  
Range of Exercise Prices
  
Type of Warrant
  
Shares Under Warrants
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Life (Years)
    
Shares Under Warrants
    
Exercise Price
    
Remaining Contractual Life (Years)
  
$
14.00-$16.00
  
Liability
    
656,990
    
$
16.00
      
4.2
      
564,190
    
$
16.00
      
4.1
  
$
46.00
  
Equity
    
3,029
      
46.00
      
3.9
      
3,029
      
46.00
      
3.9
  
$
66.00
  
Liability
    
144,023
      
66.00
      
0.3
      
144,023
      
66.00
      
0.3
  
$
138.00
  
Equity
    
2,727
      
138.00
      
0.8
      
2,727
      
138.00
      
0.8
  
     
 
    
806,769
    
$
24.00
      
3.5
      
713,969
    
$
26.00
      
3.3
  

We have certain warrant agreements in effect for outstanding liability warrants that contain antidilution clauses. Under the antidilution clauses, in the event of equity issuances, we may be required to lower the exercise price on liability warrants and increase the number of shares underlying liability warrants. Equity issuances may include issuances of our common stock, certain awards of options to employees, and issuances of warrants and/or other convertible instruments below a certain exercise price.
RiceBran Technologies
Notes to Consolidated Financial Statements

Common stock and warrant issuance to Buyer (Note 12), convertible note and warrant issuances (Note 10), in 2012 and 2011 triggered the antidilution clauses in certain liability warrants and, as a result, we were required to lower the exercise price and increase the number of shares underlying certain liability warrants. In addition, certain amendments required us to lower the exercise price and increase the numbers of shares underlying certain warrants.

NOTE 12. SETTLEMENT WITH HERBAL SCIENCE

In March 2010, Herbal Science Singapore Pte. Ltd. (HS) filed a proof of claim against the Parent Company in the amount of $1.5 million in the Chapter 11 Reorganization. In November 2010, we entered into a stipulated settlement agreement with HS and certain affiliates, which was subsequently approved by the Bankruptcy Court. The stipulation, as amended, provided that we would pay HS $0.9 million.

During 2011, we paid $0.4 million of our obligation to HS. In the second quarter of 2011, HS sold their receivable due from us to a third party (Buyer). In settlement of our remaining $0.5 million obligation to Buyer we issued to Buyer 12,884 shares of common stock and a warrant to purchase 3,029 shares, at $46.00 per share, expiring in November 2016, in a noncash transaction. The fair value of the common stock and warrant issued to Buyer exceeded our obligation to the Buyer by $0.2 million. This excess was recorded as a transaction cost in other expense in the second quarter of 2011. The stock had a fair value, based on the closing price of our stock, of $0.6 million. The warrant had a fair value of $0.1 million, determined using Black-Scholes valuation methodology.

As a result of the settlement of our obligation to HS in 2011, we became the sole member of Rice Rx, LLC (RRX) and Rice Science, LLC (RS), each Delaware limited liability companies formed with HS in December 2007. Our ownership interest in RRX, increased from 50% to 100% and our ownership interest in RS increased from 80% to 100%. In addition, we were assigned all interests in the patentable pharmaceuticals, SRB isolates and related intellectual property derived from the preliminary research and development activities of RRX and RS.

The $0.9 million settlement was comprised of $0.6 million for the satisfaction of liabilities RRX and RS had payable to HS, $0.1 million for interest expense on those liabilities, $0.1 million for reimbursement of HS attorney fees, and $0.1 million for the additional ownership interests in RRX and RS. We used cash to satisfy our obligation to pay the $0.1 million for the ownership interests and $0.3 million of the liabilities to RRX and RS and settled the remainder of the liabilities, interest and attorneys fees, with issuance of the shares of common stock and the warrant to the Buyer.

We had a controlling interest in RS prior to the transaction, therefore no gain or loss was recorded with the purchase of the additional RS ownership interests. We recorded the indicated loss, representing the cash paid for the RS ownership interests and the noncontrolling interest derecognized with the transaction, of $0.3 million in equity in 2011. RS had no loss from operations in 2012 or 2011.

We increased our interest in RRX from a noncontrolling interest to a controlling interest. Consequently, in the second quarter of 2011, we recorded a loss on the transaction, equal to the cash paid for the RRX ownership interests and the net RRX liabilities assumed, of $0.1 million. The $0.1 million loss on acquisition of the additional interest in RRX is included in other income (expense). RXX had no loss from operations in 2012 or 2011.
RiceBran Technologies
Notes to Consolidated Financial Statements

NOTE 13. INCOME TAXES

Deferred tax assets (liabilities) are comprised of the following (in thousands):

 
  
As of December 31,
  
 
  
2012
    
2011
  
United States
  
   
 
Net operating loss carryforwards
  
$
41,374
    
$
42,008
  
Gain on sale of membership interests in Nutra SA
    
374
      
374
  
Stock options and warrants
    
1,144
      
3,000
  
Intangible assets
    
960
      
577
  
Property
    
5,651
      
4,372
  
Capitalized expenses
    
715
      
1,217
  
Convertible debt
    
(399
)
    
-
  
Other
    
86
      
283
  
Deferred tax assets
    
49,905
      
51,831
  
Less: Valuation allowance
    
(49,905
)
    
(51,831
)
Net deferred tax asset
    
-
      
-
  
Brazil
                
Intangible assets
    
(490
)
    
(904
)
Property
    
(2,165
)
    
(2,927
)
Net operating loss carryforwards
    
960
      
14
  
Other
    
255
      
209
  
Net deferred tax liability
    
(1,440
)
    
(3,608
)
 
  
$
(1,440
)
  
$
(3,608
)
 
                
Deferred tax asset - current
  
$
234
    
$
159
  
Deferred tax liability - long-term
    
(1,674
)
    
(3,767
)
 
  
$
(1,440
)
  
$
(3,608
)

Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. We have determined it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly we have provided a valuation allowance for deferred tax assets. Our valuation allowance is on U.S. deferred tax assets. The change in valuation allowance of $1.9 million in 2012 is due to (i) $1.7 million in net operating loss and other deferred changes from 2012 operations, offset by (ii) the $1.5 million impact of expiring net operating losses and (iii) the $2.1 million impact of adjustments to capitalized expenses and stock option compensation. The change in valuation allowance of $1.3 million in 2011 is primarily due to (i) $3.4 million in net operating loss and other deferred changes from 2011 operations, offset by (ii) the $0.4 million impact for state rate changes and (iii) a $1.7 million adjustment of net operating loss carryforwards to the returns filed.

As of December 31, 2012, net operating loss carryforwards for U.S. federal tax purposes totaled $110.7 million and expire at various dates from 2018 through 2032. Net operating loss carryforwards for state tax purposes totaled $70.3 million as of December 31, 2012, and expire at various dates from 2013 through 2032. As of December 31, 2012, net operating loss carryforwards for Brazil tax purposes totaled $2.8 million and do not expire.

Utilization of net operating loss carryforwards may be 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. The annual limitation may result in the expiration of substantial net operating loss carryforwards before utilization.

We are subject to taxation in the U.S. and various states. 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 2008 and, generally, by U.S. state tax jurisdictions after 2007. We are open for audit by the Brazilian tax authorities for years after 2008.
RiceBran Technologies
Notes to Consolidated Financial Statements

Loss before income taxes is comprised of the following (in thousands):

 
  
2012
    
2011
  
 
  
   
 
Foreign
  
$
(5,051
)
  
$
(2,277
)
Domestic
    
(8,020
)
    
(8,943
)
Loss before income taxes
  
$
(13,071
)
  
$
(11,220
)

Foreign earnings are assumed to be permanently reinvested. U.S. federal income taxes have not been provided on undistributed earnings of our foreign subsidiary.

The income tax benefit of $1.9 million in 2012 and $0.3 million in 2011 is all foreign deferred tax benefit. We have no U.S. tax provision or benefit in 2012 or 2011.

Reconciliations between the amount computed by applying the U.S. federal statutory tax rate (34%) to loss before income taxes, and income tax benefit follows (in thousands):

 
  
2012
    
2011
  
 
  
   
 
Income tax benefit at federal statutory rate
  
$
(4,444
)
  
$
(3,815
)
Increase (decrease) resulting from:
                
State tax benefit, net of federal tax effect
    
(251
)
    
(347
)
Change in valuation allowance
    
(1,926
)
    
1,313
  
Adjustment to U.S. net operating losses
    
-
      
1,694
  
Adjustment to capitalized costs deferred balances
    
443
      
-
  
Adjustment to stock option compensation deferred balances
    
1,602
      
-
  
Reduction in deferred balances for forfeited, expired or cancelled options
    
602
      
-
  
Expiration of U.S. net operating losses
    
1,460
      
115
  
Nontaxable fair value adjustment
    
(1,843
)
    
(113
)
Nondeductible convertible debt issuance expenses
    
2,285
      
-
  
Impact of state rate changes
    
-
      
437
  
Nondeductible expenses
    
10
      
18
  
Foreign taxes
    
6
      
(6
)
Adjustments to Brazil deferred balances
    
(222
)
    
429
  
Adjustments to U.S. deferred balances
    
343
      
(70
)
Income tax benefit
  
$
(1,935
)
  
$
(345
)

We have not identified any uncertain tax positions requiring a reserve as of December 31, 2012 or 2011.

NOTE 14. RECOVERIES FROM FORMER CUSTOMERS

In 2011, pursuant to a settlement agreement with a former customer, we received $0.8 million in connection with a 2007 transaction with that customer. We shipped products in 2007 to the customer and no revenue was recognized for the transaction under revenue recognition rules. The customer had not remitted payment prior to the settlement. The $0.8 million received is included in recoveries from former customers in the statements of operations for 2011.

In 2007, we closed on the sale of certain products to a customer. The applicable criteria for revenue recognition were not met at that time. The $1.0 million deposit we received in the transaction was carried as an other long-term liability on our balance sheet since 2007 until the fourth quarter of 2011, when we eliminated the liability upon the resolution of certain legal matters associated with the transaction. We recognized a reduction in operating expenses in the amount of $1.0 million, which is recorded in recoveries from former customers in the statements of operations for 2011.
RiceBran Technologies
Notes to Consolidated Financial Statements

NOTE 15. COMMITMENTS AND CONTINGENCIES

Employment Contracts

We have entered into employment and other agreements with certain executives and other employees that provide for compensation and certain other benefits. These agreements provide for severance payments under certain circumstances.

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.

Leases

We lease certain properties under various operating lease arrangements that expire over the next twenty one years. These leases generally provide us with the option to renew the lease at the end of the lease term. Future minimum payments under these commitments as of December 31, 2012, are as follows: $0.4 million for 2013; $0.3 million for 2014; $0.3 million in 2015; $0.3 million in 2016, $0.1 million in 2017 and $1.2 million thereafter. We incurred lease expense of $0.4 million in 2012 and $0.5 million in 2011.

Litigation

In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. 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.

Irgovel Stockholders Lawsuit

On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3 million.

We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel’s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers.
RiceBran Technologies
Notes to Consolidated Financial Statements

On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers allege is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. The Parent Company has not been served with any formal notices in regard to this matter so far. To date, only Irgovel has received formal legal notice. In addition, the Purchase Agreement requires that all disputes between us and the Sellers be adjudicated through arbitration. As part of the Purchase Agreement, $2.0 million was deposited into an escrow account to cover contingencies with the net remaining funds payable to the Sellers upon resolution of all contingencies. We believe any payout due to the lawsuit will be made out of the escrow account. As of December 31, 2012 and 2011, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets as of December 31, 2012 and 2011 totaling $1.4 million and $1.9 million. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of December 31, 2012, $0.6 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.4 million to settle any remaining contingencies. We believe that there is no additional material exposure as any amounts determined to be owed as a result of the above noted litigation and contingencies will be covered by the escrow account.

NOTE 16. EMPLOYEE BONUS PLAN

In 2010, our board of directors approved a cash incentive bonus plan. As of December 31, 2012, the plan provided for payment of $0.5 million to employees, employed at the time of payment, if all of the following conditions are met: (i) court approval of our Plan of Reorganization and successfully exiting the Chapter 11 bankruptcy process, (ii) being cash flow positive, defined by our board as earnings before interest, taxes, depreciation, amortization and certain non-cash charges, and (iii) cash availability as determined by our board at its sole discretion. Because the consolidated operating cash flow condition and cash availability condition were not met as of December 31, 2012 and 2011, our board of directors has not approved payments and no accruals have been recorded.

NOTE 17. RELATED PARTY TRANSACTIONS

Transactions with Director Baruch Halpern

In January 2012, Baruch Halpern became a member of our board of directors. Mr. Halpern is the principal in Halpern Capital, Inc. (HC). Under a February 2011 financial advisor agreement we are obligated to pay HC success fees ranging from 2.5% to 5.0% of the consideration received from certain equity, convertible securities or debt transactions. We must also issue warrants to purchase shares of common stock that equal from 2.5% to 5.0% of the consideration received in those transactions, divided by either the market price of the common stock or the conversion price of the securities issued in the transaction. This agreement terminated April 1, 2012, however, we remain obligated to pay HC success fees and issue HC warrants on any transaction with an investor introduced by HC occurring though March 31, 2013.

In connection with the issuance of convertible debt in 2012 we issued the transactional warrants listed below under the terms of our financial advisor agreement with HC.

Date of Warrants
  
Number of Shares Under Warrants
  
Exercise Price of Warrant
Expiration Date of Warrant
 
  
 
  (1)
 
January 2012
    
1,250
  
Exercisable immediately at $30.00 per share (2)
January 2017
January 2012
    
5,563
  
Exercisable immediately at $20.00 per share (2)
January 2017
May 2012
    
63
  
Exercisable immediately at $20.00 per share (2)
May 2017
July 2012
    
711
  
Exercisable immediately at $14.00 per share
July 2017
August 2012
    
268
  
Exercisable immediately at $14.00 per share
August 2017

(1) All of the transactional warrants contain full ratchet antidilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise.

(2) As a result of the July 31, 2012, issuances of convertible debt and related warrants, the exercise prices on these transactional warrants were reduced under the full ratchet antidilution provisions included in the transactional warrants, to $14.00 per share and the number of underlying shares increased to equal the number of original underlying shares times the initial exercise price divided by $14.00 per share.
RiceBran Technologies
Notes to Consolidated Financial Statements

Other transactions with Mr. Halpern, HC and Halpern Entities are summarized below (in thousands):

 
  
2012
    
2011
  
Success fees earned by HC under financial advisor agreement payable in cash
  
$
164
    
$
26
  
Proceeds received from Mr. Halpern and Halpern Entities upon issuance of convertible debt and related warrants
    
213
      
1,739
  
Interest earned by Halpern Entities on convertible debt
    
302
      
225
  
Payments to HC relevant to HC's class 6 general unsecured creditor claim
    
256
      
754
  

As of December 31, 2012 and 2011, there was less than $0.1 million in accounts payable or accrued expenses due to Mr. Halpern, HC or the Halpern Entities.

In January 2012, we agreed to extend the expiration dates on certain liability warrants held by Mr. Halpern and others, for the purchase of 25,833 shares of common stock at an exercise price of $20.00 per share from July 2014 to January 2017. The resulting $0.1 million change in the fair value of the warrants was expensed in other income (expense).

As a result of the amendment discussed in Note 10, the terms of Mr. Halpern’s January 2012 subordinated convertible note were modified such that the maturity date was extended from January to July 2015, the exercise price on the related warrant was reduced from $24.00 per share to $16.00 per share and the number of underlying shares on those warrants was increased from 125,000 to 178,572. Had the warrant not been amended, the exercise price would have reduced to $14.00 per share under the antidilution provisions in the warrant.

Transactions with Other Directors

In April 2012, Henk Hoogenkamp became a member of our board of directors. In 2011, Mr. Hoogenkamp performed consulting services for us under an independent contractor agreement. Under the agreement, as amended, we agreed to pay Mr. Hoogenkamp a total of $0.1 million as compensation for services in 2011. In addition, we issued to Mr. Hoogenkamp 750 shares of our common stock which fully vested on December 31, 2011. In June 2011, we entered into an amendment to the independent contractor agreement, which reduced the scope of the consulting services and reduced his compensation during the last six months of 2011. Mr. Hoogenkamp agreed to be paid less than $0.1 million for his consulting services in 2011 and we agreed to extend the exercise period for certain stock options issued to Mr. Hoogenkamp for the purchase of up to 2,200 shares of our common stock to June 30, 2015. The change in fair value of the warrants was less than $0.1 million. Effective January 1, 2012, under a new one-year independent contractor consulting agreement, we issued Mr. Hoogenkamp 5,000 shares of our common stock, which were to vest in twelve equal monthly installments during 2012. In April 2012, in connection with Mr. Hoogenkamp’s appointment to the Board of Directors, we terminated the independent contractor agreement and agreed to immediately vest all of the 5,000 shares of common stock previously granted. During 2012 and 2011, we paid and expensed less than $0.1 million for cash fees owed under the independent contractor agreements. We expensed $0.1 million in both 2012 and 2011 for common stock issued under the independent contractor agreements.

W. John Short (CEO and director), Zanesville Partners Fund, LLC, which is beneficially owned by James C. Lintzenich (former director), and the Edward L. McMillan Revocable Trust, which is beneficially owned by Edward L. McMillan (former director), collectively invested $0.1 million in the January 2012 subordinated convertible notes and related warrants issuance. During 2012, we paid and expensed less than $0.1 million for interest on these three subordinated convertible notes.

NOTE 18. SEGMENT INFORMATION

We have three reportable business segments: (i) Corporate; (ii) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; and (iii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products. The Corporate segment includes selling, general and administrative expenses including public company expenses, litigation, and other expenses not directly attributable to other segments. No Corporate allocations are made to the other segments. General corporate interest is not allocated.
RiceBran Technologies
Notes to Consolidated Financial Statements

The table below presents segment information for the years identified and provides a reconciliation of segment information to total consolidated information (in thousands).

 
  
2012
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
 
  
   
   
   
 
Revenues
  
$
-
    
$
12,633
    
$
25,090
    
$
37,723
  
Cost of goods sold
    
-
      
8,946
      
22,705
      
31,651
  
Gross profit
    
-
      
3,687
      
2,385
      
6,072
  
Intersegment fees
    
347
      
-
      
(347
)
    
-
  
Depreciation and amortization (in selling, general and administrative)
    
(197
)
    
(1,006
)
    
(859
)
    
(2,062
)
Impairment of property
    
-
      
(1,069
)
    
-
      
(1,069
)
Other operating expenses
    
(4,768
)
    
(2,364
)
    
(4,496
)
    
(11,628
)
Loss from operations
  
$
(4,618
)
  
$
(752
)
  
$
(3,317
)
  
$
(8,687
)
 
                                
Net loss attributable to RiceBran Technologies shareholders
  
$
(7,046
)
  
$
(770
)
  
$
(1,693
)
  
$
(9,509
)
Interest expense
    
(743
)
    
(17
)
    
(1,166
)
    
(1,926
)
Depreciation (in cost of goods sold)
    
-
      
(899
)
    
(1,651
)
    
(2,550
)
Purchases of property
    
1
      
150
      
6,331
      
6,482
  
Property, net, end of period
    
36
      
8,731
      
19,690
      
28,457
  
Goodwill, end of period
    
-
      
-
      
4,773
      
4,773
  
Intangible assets, net, end of period
    
-
      
1,133
      
1,442
      
2,575
  
Total assets, end of period
    
3,201
      
11,609
      
32,196
      
47,006
  


 
  
2011
  
 
  
Corporate
    
USA
    
Brazil
    
Consolidated
  
 
  
   
   
   
 
Revenues
  
$
-
    
$
10,700
    
$
26,257
    
$
36,957
  
Cost of goods sold
    
-
      
7,566
      
21,820
      
29,386
  
Gross profit
    
-
      
3,134
      
4,437
      
7,571
  
Intersegment fees
    
(439
)
    
-
      
439
      
-
  
Depreciation and amortization (in selling, general and administrative)
    
(119
)
    
(1,306
)
    
(1,226
)
    
(2,651
)
Impairment of intangibles and property
    
(240
)
    
(1,352
)
    
-
      
(1,592
)
Recoveries from former customers
    
-
      
1,800
      
-
      
1,800
  
Other operating expenses
    
(5,556
)
    
(3,728
)
    
(5,428
)
    
(14,712
)
Loss from operations
  
$
(6,354
)
  
$
(1,452
)
  
$
(1,778
)
  
$
(9,584
)
 
                                
Net loss attributable to RiceBran Technologies shareholders
  
$
(6,875
)
  
$
(1,631
)
  
$
(1,593
)
  
$
(10,099
)
Interest expense
    
(619
)
    
(180
)
    
(964
)
    
(1,763
)
Depreciation (in cost of goods sold)
    
-
      
(993
)
    
(1,336
)
    
(2,329
)
Purchases of property
    
-
      
98
      
6,769
      
6,867
  
Property, net, end of period
    
263
      
11,899
      
15,833
      
27,995
  
Goodwill, end of period
    
-
      
-
      
5,240
      
5,240
  
Intangible assets, net, end of period
    
-
      
1,612
      
2,316
      
3,928
  
Total assets, end of period
    
4,672
      
14,219
      
33,341
      
52,232
  

All changes in goodwill between December 31, 2012 and December 31, 2011, relate to foreign currency translation.
RiceBran Technologies
Notes to Consolidated Financial Statements

The following table presents revenues data by geographic area (in thousands):

 
  
2012
    
2011
  
 
  
   
 
United States
  
$
16,177
    
$
9,178
  
Brazil
    
18,266
      
19,141
  
Other international
    
3,280
      
8,638
  
Total revenues
  
$
37,723
    
$
36,957
  

NOTE 19. FAIR VALUE MEASUREMENT

The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of December 31, 2012, the fair value of our USA segment debt is approximately $2.5 million higher than the carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt approximates the carrying value of that debt based on the current market rates for similar debt with similar maturities.

Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property.

We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

● Level 1 – inputs include quoted prices for identical instruments and are the most observable.
● Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves.
● Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability.

For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed.

The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

 
  
  
Level 1
    
Level 2
    
Level 3
    
Total
  
December 31, 2012
 
  
   
   
   
 
Derivative warrant liabilities
(1)
  
$
-
    
$
-
    
$
(4,520
)
  
$
(4,520
)
Derivative conversion liabilities
(2)
    
-
      
-
      
(2,199
)
    
(2,199
)
Total liabilities at fair value
 
  
$
-
    
$
-
    
$
(6,719
)
  
$
(6,719
)
 
 
                                
December 31, 2011
 
                                
Derivative warrant liabilities
(1)
  
$
-
    
$
-
    
$
(1,296
)
  
$
(1,296
)
Total liabilities at fair value
 
  
$
-
    
$
-
    
$
(1,296
)
  
$
(1,296
)

(1) These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.
RiceBran Technologies
Notes to Consolidated Financial Statements

 
 
December 31, 2012
 
December 31, 2011
Risk-free interest rate
 
0.1% - 0.7%
 
0.1% - 0.8%
 
 
(0.6% weighted average)
 
(0.2% weighted average)
Expected volatility
 
93%
 
84%

(2) These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
Risk-free interest rate
 
0.2-0.3%
 
 
(0.3% weighted average)
Expected volatility
 
93%

The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):

 
  
Fair Value as of Beginning of Period
    
Total Realized and Unrealized Gains (Losses)
    
Issuance of New Instruments
    
Net Transfers (Into) Out of Level 3
    
Fair Value, at End of Period
    
Change in Unrealized Gains (Losses) on Instruments Still Held
  
2012
  
   
(1)
    
   
   
   
 
Derivative warrant liability
  
$
(1,296
)
  
$
3,048
    
$
(6,983
)
  
$
711
 (2)
  
$
(4,520
)
  
$
3,320
  
Derivative conversion liability
    
-
      
2,372
      
(4,466
)
    
(105
)(3)
    
(2,199
)
    
2,372
  
Total Level 3 fair value
  
$
(1,296
)
  
$
5,420
    
$
(11,449
)
  
$
606
    
$
(6,719
)
  
$
5,692
  
 
                                                
2011
                                                
Derivative warrant liability
  
$
(1,628
)
  
$
332
    
$
-
    
$
-
    
$
(1,296
)
  
$
332
  
Total Level 3 fair value
  
$
(1,628
)
  
$
332
    
$
-
    
$
-
    
$
(1,296
)
  
$
332
  

(1) Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
(2) Represents transfers to equity as a result of a holder exercising a warrant.
(3) Represents an adjustment to loss on extinguishment as a result of issuing the replacement senior convertible debenture.

The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands):

 
 
  
   
   
   
   
2012
  
 
  
  
As of December 31, 2012
    
Impairment
  
 
  
  
Level 1
    
Level 2
    
Level 3
    
Total
    
Losses
  
 
 
  
   
   
   
     
(1
)
Property, net
(1)
  
$
-
    
$
-
    
$
1,058
    
$
1,058
    
$
1,069
  
Property, net
 
  
$
-
    
$
-
    
$
1,058
    
$
1,058
    
$
1,069
  

(1) During 2012, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
RiceBran Technologies
Notes to Consolidated Financial Statements

NOTE 20. SUBSEQUENT EVENTS

In 2011, we entered into a joint research and development agreement with a partner with the goal of developing technology to extract and concentrate protein from rice bran. In March 2013, the agreement was mutually terminated. We each received (i) the right to separately develop, modify and improve the jointly developed technology and (ii) nonexclusive, nonroyalty-bearing license rights to separately exploit the technology. We agreed to pay the partner a total of $1.3 million, which is payable in four equal quarterly installments beginning June 2013, or, alternatively, $1.2 million as a lump sum in June 2013.

In March 2013, W. John Short (CEO and director) and Baruch Halpern (director) loaned us collectively $0.1 million.

In March 2013, our board of directors agreed to defer receipt of their cash board fees for an indeterminate period of time.
No dealer, salesman or any other person has been authorized to give any information or to make any representation not contained in this prospectus in connection with the offer made by this prospectus. If given or made, such information or representation must not be relied upon as having been authorized by RiceBran. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by any person in any jurisdiction in which such an offer or solicitation is not authorized or is unlawful. Neither delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that information contained herein is correct as of any time subsequent to the date of this prospectus.

Until [_________], 2013 (___ days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

RICEBRAN TECHNOLOGIES

1,750,000 SHARES OF COMMON STOCK AND
WARRANTS TO PURCHASE 1,750,000 SHARES OF COMMON STOCK
 

____________________________

PROSPECTUS
____________________________

Sole Book Running Manager

Maxim Group LLC

Co-Managers

Chardan Capital Markets, LLC
Dawson James Securities, Inc.
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Expenses of the Registrant in connection with the issuance and distribution of the securities being registered, are estimated as follows:

SEC Registration Fee
  
$
2,046
  
FINRA Filing Fee
  
$
 2,750  
NASDAQ Filing Fee
  
$
 55,000  
Printing and Engraving Expenses
  
$
 30,000  
Transfer Agent Fees and Expenses
  
$
 25,000  
Legal Fees and Expenses
  
$
 350,000  
Accountants' Fees and Expenses
  
$
 100,000  
Miscellaneous Costs
  
$
 -  
Total
  
$
 564,796  

Item 14. Indemnification of Directors and Officers

The California General Corporation Law and our Articles of Incorporation and Bylaws provide that we may indemnify our officers, directors, employees or agents or former officers, directors, employees or agents, against expenses actually and necessarily incurred by them, in connection with the defense of any legal proceeding or threatened legal proceeding, except as to matters in which such persons shall be determined to not have acted in good faith and in our best interest. This means that if indemnity is determined by the Board of Directors to be appropriate in any case we and not the individual might bear the cost of any suit that is filed by a shareholder against the individual officer, director or employee unless the court determines that the individual acted in bad faith. These provisions are sufficiently broad to permit the indemnification of such persons in certain circumstances against liabilities arising under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors and officers, and to persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities

In the three years preceding the filing of this Registration Statement, we issued the securities described below that were not registered under the Securities Act. Unless otherwise indicated above, the above securities were issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act of 1933. All issuances above were made without any public solicitation, to a limited number of persons and were acquired for investment purposes only.
We issued options as described in the table which follows.

Date of Issuance
Recipient
  
Number of Underlying Shares of Common Stock
    
Exercise Price Per Share ($)
  
Vesting Period
Expiration
In Connection With
January 1, 2011
Directors
    
7,500
      
40.00
  
One Year
January 1, 2021
Board Service
February 28, 2011
Consultant
    
2,500
      
74.00
  
Five Years
February 28, 2021
Consulting Services
March 31, 2011
Director
    
938
      
74.00
  
Nine Months
March 31, 2021
New Director Grant
June 9, 2011
Employees
    
500
      
40.00
  
Four Years
June 9, 2021
Employment
July 15, 2011
Employees
    
5,809
      
40.00
  
Six and One Half Months
July 15, 2012
In Lieu of Cash Salaries
July 15, 2011
Employees
    
3,028
      
40.00
  
Six and One Half Months
July 15, 2013
In Lieu of Cash Salaries
July 15, 2011
Employees
    
1,747
      
40.00
  
Six and One Half Months
July 15, 2014
In Lieu of Cash Salaries
August 24, 2011
Employee
    
2,500
      
40.00
  
Three Years
August 24, 2021
Employment
December 6, 2011
Consultant
    
1,500
      
40.00
  
One Year
December 6, 2021
Consulting Services
January 3, 2012
Directors
    
6,250
      
40.00
  
One Year
January 3, 2022
Board Service
January 18, 2012
Director
    
1,146
      
40.00
  
Eleven Months
January 18, 2022
New Director Grant
March 1, 2012
Employees
    
2,500
      
40.00
  
Two Years and Ten Months
March 1, 2022
Employment
March 27, 2012
Employees
    
6,250
      
40.00
  
Two Years and Nine Months
March 27, 2022
Employment
March 27, 2012
Directors
    
5,483
      
40.00
  
Nine Months
March 27, 2022
Board Service
April 2, 2012
Director
    
938
      
28.00
  
Nine Months
April 2, 2022
New Director Grant
April 2, 2012
Director
    
607
      
40.00
  
Nine Months
April 2, 2022
Board Service
April 25, 2012
Employees
    
4,263
      
24.00
  
Eight Months
April 25, 2022
Employment
October 3, 2012
Director
    
313
      
16.00
  
Three Months
October 3, 2022
New Director Grant
October 4, 2012
Director
    
313
      
16.00
  
Three Months
October 4, 2022
New Director Grant
November 7, 2012
Consultants
    
1,000
      
16.00
  
Immediate
November 7, 2015
Consulting Services
January 2, 2013
Directors
    
6,250
      
16.00
  
One Year
January 3, 2022
Board Service
April 18, 2013
Directors
    
18,750
      
16.00
  
Eight Months
April 18, 2023
Board Service
April 18, 2013
Directors
    
2,500
      
16.00
  
One Year
April 18, 2023
Board Service
April 18, 2013
Consultant
    
1,250
      
16.00
  
One Year
April 18, 2023
Consulting Services
July 29, 2013
Employee
    
5,000
      
16.00
  
Four Years
July 29, 2023
Employment
August 19, 2013
Employee
    
3,750
      
16.00
  
Three Years
August 19, 2023
Employment

Upon termination of employment, under the terms of our stock option agreements, employees are generally allowed a three-month grace period during which they may exercise options vested prior to termination of employment. We extended the grace period on the vested options of certain employees when the employees terminated employment as summarized in the table which follows.

Date of Transaction
  
Shares of Common Stock Underlying Impacted Stock Options
  
Date to Which Grace Period Extended
April 5, 2011
    
1,358
  
April 5, 2013
July 1, 2011
    
1,375
  
July 1, 2013
September 2, 2011
    
263
  
August 31, 2013
September 2, 2011
    
2,694
  
August 31, 2012
October 6, 2011
    
1,390
  
September 30, 2013
We issued the following shares of common stock under agreements with consultants and vendors as summarized in the table which follows.

Date of Issuance
 
  
Shares of Common Stock
  
Vesting Period
December 22, 2010
 
    
1,345
  
Immediate
January 1, 2011
 
    
750
  
Six Months
March 31, 2011
 
    
1,594
  
Immediate
June 30, 2011
 
    
314
  
Immediate
August 1, 2011
 
    
3,000
  
Immediate
August 1, 2011
 
    
2,000
  
Six Months
September 8, 2011
 
    
2,500
  
Immediate
December 14, 2011
 
    
675
  
Immediate
February 1, 2012
(1)
    
5,000
  
Eleven Months
March 27, 2012
 
    
360
  
Immediate
March 31, 2012
 
    
338
  
Immediate
June 30, 2012
 
    
338
  
Immediate
September 17, 2012
 
    
1,250
  
Immediate
September 30, 2012
 
    
338
  
Immediate
December 31, 2012
 
    
844
  
Immediate
October 3, 2012
 
    
507
  
Immediate
January 31, 2013
 
    
1,250
  
Immediate
March 31, 2013
 
    
844
  
Immediate
April 30, 2013
 
    
1,250
  
Immediate
June 30, 2013
 
    
768
  
Immediate
July 31, 2013
 
    
1,250
  
Immediate
September 30, 2013
 
    
844
  
Immediate
October 1, 2013
 
    
2,500
  
Immediate
October 10, 2013
 
    
1,250
  
Immediate
November 7, 2013
 
    
5,000
  
Immediate
December 4, 2013 843
Immediate
December 4, 2013 1,875
Immediate

(1) The agreement was terminated April 2, 2012, and under the terms of the termination agreement all shares became fully vested.

We issued shares of common stock to retiring directors in exchange for the surrender of options as summarized in the table below.

Date of Transaction
  
Shares of Common Stock Issued
    
Shares of Common Stock Underlying Stock Options Surrendered
  
January 18, 2012
    
4,049
      
7,273
  
November 7, 2012
    
5,635
      
8,381
  
November 9, 2012
    
5,340
      
8,057
  

On April 7, 2011, we issued 12,884 shares of our common stock and a warrant to purchase 3,059 shares of our common stock at an exercise price of $46.00 per share in satisfaction of $515,355 of outstanding debt. The warrant became exercisable on June 2, 2011 and expires in November 2016. These issuances were made after a fairness hearing pursuant to an exemption provided by Section 3(a)(10) of the Securities Act.

In lieu of paying cash to non-employee board members for board retainer fees for the last three quarters of 2011, we issued the board members 6,036 shares of common stock on July 15, 2011: 2,673 shares vested immediately, 1,682 vested September 30, 2011, and 1,681 shares vested December 31, 2011.

On January 31, 2012, the holder of a warrant to purchase 25,016 shares of common stock exercised the warrants on a cashless basis and, as a result, we issued the holder 7,764 shares of our common stock.
We issued several convertible notes to Mr. Halpern and to the Shoshana Shapiro Halpern Revocable Trust, a trust beneficially owned by Mr. Halpern (the Trust). In connection with the issuance of the convertible notes, we also issued warrants to Mr. Halpern and the Trust. The transactions are summarized below.

Date of Note and Warrant
 
  
Principal Amount of Note ($)
    
Interest Rate on Note (%)
    
Conversion Rate on Note ($ Per share)
  
Maturity Date of Note
  
Shares of Common Stock Underlying Warrant
    
Exercise Price of Warrant ($ Per Share)
  
Expiration Date of Warrant
  
Cash We Received for Note and Warrant ($)
  
Feb. 14, 2011
(1)
    
500,000
      
8.5
      
50.00
  
Feb. 13, 2013
    
2,500
      
50.00
  
Feb. 13, 2015
    
500,000
  
June 29, 2011
(2)
    
739,052
      
10.0
      
42.00
  
June 30, 2014
    
3,650
      
46.00
  
Dec. 14, 2014
    
230,000
  
July 15, 2011
(2)
    
270,000
      
10.0
      
42.00
  
June 30, 2014
    
1,350
      
46.00
  
Dec.14, 2014
    
270,000
  
Aug. 31, 2011
(2)
    
730,000
      
10.0
      
42.00
  
June 30, 2014
    
3,650
      
46.00
  
June 30, 2015
    
730,000
  
Oct. 7, 2011
(3)
    
1,773,186
      
10.0
      
40.00
  
Oct. 7, 2014
                
 
    
-
  
Oct. 7, 2011
(3)
    
550,000
      
10.0
      
40.00
  
Oct. 7, 2014
    
11,616
      
44.00
  
June 30, 2015
    
550,000
  

(1) The convertible note and warrant issued to Mr. Halpern February 14, 2011, were cancelled in connection with issuance of the June 29, 2011 and July 15, 2011, convertible notes and warrants to Mr. Halpern.
(2) The convertible notes and warrants issued to Mr. Halpern June 29, 2011, July 15, 2011, and August 31, 2011, were cancelled in connection with the issuance of the October 7, 2011, convertible notes and warrants to the Trust.
(3) The convertible notes and warrants issued to the Trust October 7, 2011, were cancelled in connection with the issuance of a January 18, 2012, subordinated convertible notes and warrants to the Trust, in the principal amount of $2,500,000, the issuance of related warrants for the purchase of up to 125,000 shares of common stock and $112,523.

On January 17, 2012, we entered into a securities purchase agreement. Under the agreement we issued to a $870,000 original issue discount senior secured convertible debenture, convertible into common stock at $30.00 per share with interest at an annual rate of 10.0%, and a warrant to purchase up to a total of 31,250 shares of common stock at an exercise price of $24.00 per share and a term of five years.

On January 18, 2012, we entered into a note and warrant purchase agreement. Under the agreement, on January 18, 2012, we issued to creditors subordinated convertible notes in the principal amount of $4,325,000 (including notes in the principal amount of $2,500,000 to the Trust), convertible into common stock at $20.00 per share with interest at an annual rate of 10.0%, and warrants to purchase up to a total of 216,250 shares of common stock (including warrants for the purchase of up to 125,000 shares of common stock to the Trust), at an exercise price of $24.00 per share, expiring January 18, 2017.

As part of the consideration for the concurrent issuances, effective January 18, 2012, we extended from July 1, 2014 to January 18, 2017 the expiration date of warrants for the purchase of 14,196 shares of our common stock at a $40.00 exercise price. The warrants were originally issued July 1, 2009.

On May 17, 2012, we issued a creditor a subordinated convertible note in the principal amount of $50,000, convertible into common stock at $20.00 per share with interest at an annual rate of 10.0%, and a warrant to purchase up to a total of 2,500 shares of common stock at an exercise price of $24.00 per share and expiring July 31, 2017.

Effective July 31, 2012, we issued creditors subordinated convertible notes in the principal amount of $850 thousand, which are convertible into common stock at $14.00 per share and bears interest at an annual rate of 10.0%, and warrants to purchase up to a total of 60,715 shares of common stock at an exercise price of $16.00 per share, expiring July 31, 2017.

Effective July 31, 2012, the senior convertible debenture issued in January 17, 2012, in the principal amount of $870,000 was exchanged for a senior convertible debenture dated July 31, 2012 in the principal amount of $1,009,200. In addition, we issued that creditor a convertible debenture in the principal amount of $290,000, convertible into common stock at $14.00 per share, and a warrant to purchase up to a total of 92,800 shares of common stock at an exercise price of $16.00 per share. We received $250,000 in proceeds from the transaction.

In connection with July 31, 2012, issuances of convertible debt and related warrants described above, effective July 31, 2012, (i) the terms of subordinated convertible notes outstanding with a face amount of $4.4 million were modified such that the maturity dates were extended from January 18, 2012 and May 17, 2012 to July 31, 2015 and (ii) the conversion price of these subordinated convertible notes was lowered from $20.00 per share to $14.00 per share under their anti-dilution provisions.

In connection with July 31, 2012, issuances of convertible debt and related warrants described above, effective July 31, 2012, the exercise price on warrants issued with an initial 182,500 underlying shares was reduced from $24.00 per share to $16.00 per share, the number of underlying shares was increased to 260,715 and the expiration date of the warrants were extended from January 18, 2017 and May 17, 2017 to July 31, 2017.
On August 31, 2012, we issued a creditor a subordinated convertible note in the principal amount of $150,000, which is convertible into common stock at $14.00 per share and bears interest at an annual rate of 10.0%, and a warrant to purchase up to a total of 10,715 shares of common stock at an exercise price of $16.00 per share.

On April 1, 2013, April 5, 2013, April 9, 2013, we issued to creditors convertible notes with principal amounts totaling $137,603, which are convertible into common stock at $14.00 per share and bear interest at an annual rate of 10.0%, and related warrants to purchase up to a total of 9,829 shares of common stock at an exercise price of $16.00 per share, expiring July 31, 2017.

As a result of concurrently dated issuances previously described, we issued the transactional warrants listed in the table below under the terms of a financial advisor agreement. All of the transactional warrants contain full ratchet anti-dilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise.

Date of Warrants
  
Shares Underlying Warrant
    
Exercise Price of Warrant at Issuance
  
Expiration Date of Warrant
Jan. 17, 2012
    
1,250
    
$
30.00
  
Jan. 17, 2017
Jan. 18, 2012
    
5,563
      
20.00
  
Jan. 18, 2017
May 17, 2012
    
63
      
20.00
  
May 17, 2017
Jul. 31, 2012
    
711
      
14.00
  
Jul. 31, 2017
Aug. 31, 2012
    
268
      
14.00
  
Aug. 31, 2017

On February 4, 2013 and May 24, 2013, the holder of our senior convertible debentures converted $98,000 and $300,000 of the outstanding principal on the debentures into 7,000 shares and 21,429 shares of our common stock, at a conversion price of $14.00.

Under a May 24, 2013, amendment to our senior convertible debentures, we agreed to prepay $300,000 of the outstanding principal and issue 18,571 shares of common stock to the holder, and the holder agreed to share its senior interest in its collateral pari passu with TCA. The terms were changed for the $194,861 principal remaining under a debenture such that it would be payable in equal monthly installments from July 1, 2013 through December 1, 2013. Prior to the amendment, principal was due in equal monthly installments from June 1, 2013 to January 1, 2014.

On May 24, 2013, we entered into agreements to allow each holder of existing subordinated convertible notes and warrants to invest in additional notes and related warrants and provided that each holder making an additional investment (i) receive 0.0125 shares of our common stock for each dollar invested and (ii) agree to extend the maturity date for all of their convertible notes to July 2016. Further, each holder of outstanding convertible notes could elect (PIK Election), in lieu of cash interest payments otherwise payable though June 2014 on their existing notes to receive (i) an increase in the number of shares of common stock underlying their notes (ii) a warrant to purchase shares of our common stock and (iii) 0.0125 shares of our common stock for each dollar of interest otherwise payable through June 2014. On May 24, 2013, one subordinate convertible note holder made an additional investment of $0.4 million under the agreements in a subordinated convertible note in the principal amount of $0.4 million, which is convertible into common stock at $14.00 per share and bear interest at an annual rate of 10.0%, and warrants to purchase up to a total of 28,572 shares of common stock at an exercise price of $16.00 per share and a May 24, 2018 expiration. As a result, (i) the maturity date on existing notes in the principal amount of $1.1 million was extended from July 31, 2015 to July 31, 2016 and (ii) we issued 5,000 shares of common stock. In addition, on May 24, 2013, we issued 2,484 shares of common stock, and in lieu of paying interest accrued through June 30, 2013 on all of the holder’s outstanding notes, (i) increased the shares of common stock underlying the holder’s outstanding notes 3,476 shares and (ii) issued equity warrants for the purchase of up to 3,476 shares of common stock, at an exercise price of $16.00 per share and a May 24, 2018 expiration date.

On June 19, 2013, two holders of subordinated convertible notes and warrants made a PIK Election. As a consequence, we issued to these holders 544 shares of common stock, and in lieu of paying interest accrued through June 30, 2013, (i) increased the shares of common stock underlying their convertible notes by 871 shares and (ii) issued warrants for the purchase of 871 shares of common stock, at an exercise price of $16.00 per share and a May 31, 2018 expiration.
 
On November 13, 2013, certain warrant holders agreed to exchange warrants to purchase 496,060 shares of common stock for 1,554,734 shares of our common stock.  The investor also purchased an additional $200,000 note on November 14, 2013 and an additional $300,000 note on November 27, 2013, each of which bears a five percent (5%) interest with a July 31, 2016 maturity date, in exchange for the Company issuing the investor 134,250 shares of common stock.  Pursuant to the above agreements, the shares issuable to the warrant holders and note holder will not be issued until after our shareholders approve an increase in our authorized shares of common stock which increase we have agreed to request by July 1, 2014.
Senior Secured Revolving Credit Facility Agreement

Under a revolving credit facility with TCA Global Credit Master Fund, LP (TCA), effective May 24, 2013, as amended July 18, 2013, October 11, 2013 and December 11, 2013, we may borrow up to $8 million, based on the amount of eligible accounts receivable we provide to secure the repayment of the amounts borrowed. We expect the amount of our eligible receivables will limit our ability to borrow under this facility, such that our outstanding borrowings at any time are less than approximately $2.8 million. Borrowings under the agreement are evidenced by a revolving note which accrues interest at the rate of 12% per year and is due in January 2014. We owe TCA various other fees under the agreement, that are expected to average approximately 7% of average borrowings per year.

USA segment accounts receivable collections are required to be directed to a TCA owned account. Collections TCA receives, in excess of amounts due for interest and fees and mandatory minimum cumulative repayments are treated as additional repayments and reduce amounts outstanding. There are minimum monthly repayments beginning in January 2014 and the note must be repaid in full by November 2014. Until cumulative repayments equal the required minimum, TCA may withhold 20% of collections. We may request, on a weekly basis, that TCA advance us any amounts collected in excess of amounts (i) due for interest and fees and (ii) required to meet the minimum cumulative repayments.

On May 24, 2013, we borrowed $1,400,000 under the TCA revolving note (first tranche). In addition to cash expenses we issued TCA 10,594 shares of our common stock. We also issued equity warrants to investment bankers for the purchase of 6,000 shares of common stock, exercisable at $16.00 per share, through May 24, 2018.

On July 18, 2013, we borrowed an additional $600,000 under the TCA revolving note (second tranche). In addition to cash expenses, we issued TCA 20,000 shares of our common stock. We issued equity warrants to investment bankers for the purchase of 3,429 shares of common stock, exercisable at $16.00 per share, through July 18, 2018.

On October 11, 2013, we borrowed an additional $800,000 under the TCA revolving note (third tranche). In addition to cash expenses, we issued TCA 6,667 shares of our common stock. We issued equity warrants to investment bankers for the purchase of 2,572 shares of common stock, exercisable at $16.00 per share, through October 2018.

We have guaranteed that TCA will realize a minimum of $523,000 when shares of our common stock issued in connection with the three tranches are sold and, as a result of the amendment in October 2013, we must redeem the shares for a cash amount equal to the minimum in monthly installments beginning in January 2014 and ending in October 2014.

Upon an event of default, as defined in the agreement, TCA had the right to voluntarily convert all or any portion of the outstanding principal, interest and other amounts due under the agreement into shares of our common stock at a conversion price equal to 85% of the lowest daily volume weighted average price during the five trading days immediately prior to the conversion date. On December 11, 2013, the TCA revolving note was amended to provide that upon us raising $7.0 million in this offering, TCA’s ability to convert the note upon an event of default would be removed.

Changes to Warrants Issued in Prior Equity Financings Resulting from Warrant Anti-dilution Provision

As a result of convertible debt, warrant and equity issuances described herein, we adjusted the exercise price and increased the number of shares underlying certain existing warrants to purchase common stock, issued to the investors and advisors in prior equity financings pursuant to the anti-dilution provisions contained in the respective warrants. The changes are described in the tables which follow. All of the changes were to warrants held by existing warrant holders without additional consideration pursuant to the terms of the respective financings, and no commission or other remuneration was paid or given directly or indirectly to any person in connection therewith. The changes to the existing warrants, as summarized in the table below, were exempt from registration under Section 3(a)(9) of the Securities Act of 1933.

 
 
   
  
Before Event
    
After Event
    
 
 
Triggering Events
      
Financing
Shares Under Warrants
Exercise Price
Shares Under Warrants
Exercise Price
Increase in Shares Under Warrants
 
 
 
  
   
   
   
   
 
February 14, 2011
(1)
May 12, 2006
    
14,085
    
$
230.00
      
14,200
    
$
228.00
      
115
  
(2)
February 16, 2007
    
88,971
      
408.00
      
92,728
      
392.00
      
3,757
  
 
(3)
April 24, 2008
    
47,830
      
200.00
      
48,215
      
198.00
      
385
  
 
 
 
                                        
April 7, 2011
(1)
May 12, 2006
    
14,200
      
228.00
      
14,362
      
226.00
      
162
  
 
(2)
February 16, 2007
    
92,728
      
392.00
      
96,882
      
374.00
      
4,154
  
 
(3)
April 24, 2008
    
48,215
      
198.00
      
48,756
      
196.00
      
541
  
 
 
 
                                        
June 29, 2011
(2)
February 16, 2007
    
96,882
      
374.00
      
100,819
      
360.00
      
3,937
  
 
(3)
April 24, 2008
    
48,756
      
196.00
      
49,253
      
194.00
      
497
  
 
 
 
                                        
July 15, 2011
(2)
February 16, 2007
    
100,820
      
360.00
      
103,764
      
350.00
      
2,944
  
 
(3)
April 24, 2008
    
49,253
      
194.00
      
49,512
      
194.00
      
259
  
 
 
 
                                        
August 31, 2011
(2)
February 16, 2007
    
103,764
      
350.00
      
107,959
      
336.00
      
4,195
  
 
(3)
April 24, 2008
    
49,512
      
194.00
      
50,208
      
190.00
      
696
  
 
 
 
                                        
October 7, 2011
(2)
February 16, 2007
    
107,959
      
336.00
      
116,239
      
312.00
      
8,280
  
 
(3)
April 24, 2008
    
50,208
      
190.00
      
51,800
      
184.00
      
1,592
  
 
 
 
                                        
January 17, 2012 and January 18, 2012
(2)
February 16, 2007
    
116,239
      
312.00
      
185,831
      
196.00
      
69,592
  
 
(3)
April 24, 2008
    
51,800
      
184.00
      
75,100
      
128.00
      
23,300
  
 
 
May 7, 2009
    
34,091
      
40.00
      
68,182
      
20.00
      
34,091
  
 
 
July 1, 2009
    
14,446
      
40.00
      
28,891
      
20.00
      
14,445
  
 
 
 
                                        
May 17, 2012
(2)
February 16, 2007
    
185,831
      
196.00
      
191,196
      
190.00
      
5,365
  
(3)
April 24, 2008
    
75,100
      
128.00
      
75,377
      
128.00
      
277
  
 
 
                                        
July 31, 2012
(2)
February 16, 2007
    
191,196
      
190.00
      
411,264
      
88.00
      
220,068
  
 
(3)
April 24, 2008
    
75,377
      
128.00
      
144,024
      
66.00
      
68,647
  
 
May 7, 2009
    
43,167
      
20.00
      
61,667
      
14.00
      
18,500
  
 
 
July 1, 2009
    
28,891
      
20.00
      
41,273
      
14.00
      
12,382
  
 
May 17, 2012
    
63
      
20.00
      
90
      
14.00
      
27
  
 
 
January 17, 2012
    
32,500
      
24.00
      
56,250
      
14.00
      
23,750
  
 
 
January 18, 2012
    
41,813
      
24.00
      
70,090
      
14.00
      
28,277
  
 
 
                                        
April 1, 2013, April 5, 2013 and April 9, 2013
(3)
April 24, 2008
    
144,024
      
66.00
      
146,106
      
66.00
      
2,082
  

(1) The warrants issued to the investors in the May 12, 2006 financing expired on May 12, 2011.
(2) The warrants issued to the investors in the February 16, 2007 financing expired on August 16, 2012.
(3) The warrants issued to the investors in the April 24, 2008 financing expired on April 24, 2013.
Item 16. Exhibits

The following is a list of exhibits filed as a part of this registration statement:

Exhibit
Number
 
Exhibit Description
 
Form of Underwriting Agreement
2.01
 
Quotas Purchase and Sale Agreement, dated January 31, 2008, with Quota Holders of Irgovel - Industria Riograndens De Oleos Begetais Ltda (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed on August 11, 2008 and on Registrant’s Annual Report on Form 10-K, filed on March 17, 2008)
2.02
 
First Amended Plan of Reorganization (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on November 2, 2010)
2.03
 
Second Amendment to Exhibit 1 to First Amended Plan of Reorganization (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on November 2, 2010)
3.01.1
 
Restated and Amended Articles of Incorporation as filed with the Secretary of State of California on December 13, 2001 (incorporated herein by reference to exhibits previously filed on Registrant’s Annual Report on Form 10-KSB, filed on April 16, 2002)
3.01.2
 
Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of California on August 4, 2003 (incorporated herein by reference to exhibits previously filed on Registrant’s Registration Statement on Form SB-2, filed on November 18, 2005)
3.01.3
 
Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of California on October 31, 2003 (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-QSB, filed on November 19, 2003)
3.01.4
 
Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of California on September 29, 2005 (incorporated herein by reference to exhibits previously filed on Registrant’s Registration Statement on Form SB-2, filed on November 18, 2005)
3.01.5
 
Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of California on August 20, 2007 (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed on August 14, 2007)
3.01.6
 
Certificate of Amendment of Articles of Incorporation as filed with the Secretary of State of California on June 30, 2011 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on July 5, 2011)
3.01.7
 
Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on July 12, 2013 (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed August 14, 2013)
3.01.8 Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on November  13, 2013 (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed November 13, 2013)
3.02
 
Certificate of Designation of the Rights, Preferences, and Privileges of the Series A Preferred Stock as filed with the Secretary of State of California on December 13, 2001 (incorporated herein by reference to exhibits previously filed on Registrant’s Registration Statement on Form SB-2, filed on June 4, 2002)
3.03
 
Certificate of Determination, Preferences and Rights of Series B Convertible Preferred Stock as filed with the Secretary of State of California on October 4, 2005 (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on October 4, 2005)
3.04
 
Certificate of Determination, Preferences and Rights of Series C Convertible Preferred Stock as filed with the Secretary of State of California on May 10, 2006 (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on May 15, 2006)
3.05
 
Certificate of Determination, Preferences and Rights of the Series D Convertible Preferred Stock, as filed with the Secretary of State of California on October 17, 2008 (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on October 20, 2008)
3.06
 
Certificate of Determination, Preferences and Rights of the Series E Convertible Preferred Stock, as filed with the Secretary of State of California on May 7, 2009 (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on May 8, 2009)
3.07.1
 
Bylaws (incorporated herein by reference to exhibits previously filed on Registrant’s Registration Statement on Form SB-2, filed on June 12, 2006)

3.07.2
 
Amendment of Bylaws effective June 19, 2007 (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on June 25, 2007)
3.07.3
 
Amendment of Bylaws effective December 4, 2009 (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on December 10, 2009)
3.08
 
Certificate of Ownership dated October 3, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on October 10, 2012)
4.05
 
Common Stock Warrant issued to Hillair Capital Investments L.P. (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
4.06
 
Form of warrant to purchase shares issued to holders of secured convertible promissory notes (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
4.07
 
Common Stock Warrant issued to Hillair Capital Investments L.P. (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
 
Warrant Agreement by and between RiceBran Technologies and American Stock Transfer & Trust Company and Form of Warrant Certificate
4.09 Warrant Exchange Agreement with Arthur Newman dated November 13, 2013
4.10 Warrant Exchange Agreement with David Kolb dated November 13, 2013
4.11 Warrant Exchange Agreement with Baruch Halpern and related parties dated November 13, 2013
4.12 Form of Warrant Exchange Agreement with Subordinated Note Holders dated November 13, 2013
4.13 Form of Underwriter's Warrant
5.1
 
Form of Opinion of counsel as to legality of securities being registered
10.07
 
Employment Agreement with W. John Short (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on July 10, 2009)
10.08
 
First Amendment of Employment Agreement with W. John Short (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on July 10, 2009)
10.09
 
Second Amendment of Employment Agreement with W. John Short (incorporated herein by reference to previously filed Form 10-Q, filed on May 11, 2011)
10.10
 
Third Amendment to Employment Agreement with W. John Short dated July 2, 2010 (incorporated herein by reference to exhibit 10.1 previously filed on Registrant’s Current Report on Form 8-K, filed on July 8, 2010)
10.11
 
Fourth Amendment to Employment Agreement with W. John Short dated July 15, 2011 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on July 20, 2011)
10.15
 
Employment Agreement with Jerry Dale Belt dated June 8, 2010 (incorporated herein by reference to exhibit 10.1 previously filed on Registrant’s Current Report on Form 8-K, filed on June 8, 2010)
10.16
 
First Amendment to Employment Agreement with Jerry Dale Belt dated July 15, 2011 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on July 20, 2011)
10.17
 
Second Amendment to Employment Agreement with Jerry Dale Belt dated February 14, 2012 (incorporated herein by reference to exhibits previously filed on Registrant’s Annual Report on Form 10-K, filed on March 30, 2012)
10.18
 
Employment Agreement with Colin Garner dated September 1, 2010 (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on January 5, 2011)
10.19
 
First Amendment to Employment Agreement with Colin Garner dated July 15, 2011 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on July 20, 2011)
10.20
 
2005 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on Form SB-2, filed on November 18, 2005)
10.21
 
Form of Non-Employee Director Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on Registrant’s Annual Report on Form 10-K, filed on March 17, 2008)
10.22
 
Form of Stock Option Agreement for 2005 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed on May 12, 2008)
10.23
 
Form of Restricted Stock Grant Agreement for 2005 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed on August 11, 2008)
10.28
 
Asset Purchase Agreement with Kerry Inc. dated February 11, 2010 (incorporated herein by reference to exhibit 10.77 previously filed on Registrant’s Annual Report on Form 10-K, filed on February 24, 2011)
10.29
 
Stipulation and Agreement of Settlement dated May 17, 2010 (incorporated herein by reference to exhibit 10.1 previously filed on Registrant’s Current Report on Form 8-K, filed on May 18, 2010)
10.30
 
Nutra SA, LLC Membership Interest Purchase Agreement dated December 29, 2010 (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K/A, filed on August 10, 2011)
10.31
 
Form of Investor Rights Agreement (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed on January 5, 2011)
10.32
 
Form of Amended and Restated Limited Liability Company Agreement for Nutra SA, LLC (incorporated herein by reference to exhibits previously filed on Registrant’s Annual Report on Form 10-K, filed on February 24, 2011)
10.33
 
2010 Equity Incentive Plan (incorporated herein by reference to previously filed Form 10-Q, filed on May 11, 2011)
10.34
 
Form of Non-Employee Director Stock Option Agreement under the 2010 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on Registrant’s Annual Report on Form 10-K, filed on March 30, 2012)
10.35
 
Form of Stock Option Agreement for the 2010 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on Registrant’s Annual Report on Form 10-K, filed on March 30, 2012)
10.36
 
Form of Restricted Stock Grant Agreement for the 2010 Equity Incentive Plan (incorporated herein by reference to exhibits previously filed on Registrant’s Annual Report on Form 10-K, filed on March 30, 2012)
10.37
 
Form of Indemnification Agreement for officers and directors (incorporated by reference to previously filed Form 10-Q, filed on May 11, 2011)
10.38
 
Loan agreement between Industria Riograndens De Oleos Vegetais Ltd. and Banco do Brasil S.A. in the amount of R$2,784,838, respectively, with a Brazilian bank dated December 15, 2011, English translation from the original Portuguese (incorporated herein by reference to exhibits previously filed on Registrant’s Annual Report on Form 10-K, filed on March 30, 2012)
10.39
 
Loan agreement between Industria Riograndens De Oleos Vegetais Ltd. and Banco do Brasil S.A. in the amount of R$6,676,012 dated December 15, 2011, English translation from the original Portuguese (incorporated herein by reference to exhibits previously filed on Registrant’s Annual Report on Form 10-K, filed on March 30, 2012)
10.40
 
Securities Purchase Agreement dated January 17, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
10.41
 
Security Agreement dated January 17, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
10.42
 
Subsidiary Guarantee dated January 17, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
10.43
 
Form of Original Issue Discount Senior Secured Convertible Debenture Due July 1, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
10.44
 
Note and Warrant Purchase Agreement dated January 17, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
10.45
 
Form of Secured Convertible Promissory Note (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
10.46
 
Security Agreement dated January 17, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
10.47
 
Form of Subordination Agreement (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on January 23, 2012)
10.48
 
Securities Purchase Agreement dated July 31, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
10.49
 
Security Agreement dated July 31, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
10.50
 
Subsidiary Guarantee dated July 31, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
10.51
 
$1,009,200 Original Issue Discount Senior Secured Convertible Debenture Due January 1, 2014 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
10.52
 
$290,000 Original Issue Discount Senior Secured Convertible Debenture Due January 1, 2014 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
10.53
 
Securities Exchange Agreement dated July 31, 2012 with Hillair Capital Investments L.P. (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
10.54
 
Amendment to Loan Documents dated July 31, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
10.55
 
Subordination Agreement dated July 31, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on August 6, 2012)
10.56
 
Contribution and Subscription Agreement dated December 24, 2012 regarding Nutra SA, LLC (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on December 31, 2012)
10.57
 
Second Amended and Restated Limited Liability Agreement for Nutra SA, LLC dated December 24, 2012 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on December 31, 2012)

10.58
 
License Agreement dated March 14, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on March 20, 2013)
10.59
 
Membership Interest Purchase Agreement dated April 2, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on April 5, 2013)
10.60
 
Sublicense Agreement with RBT PRO LLC and Wilmar (Shanghai) Biotechnology Research Development Center Co., Ltd. dated April 2, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on April 5, 2013)
10.61
 
Sublicense Agreement with RBT PRO LLC dated April 2, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on April 5, 2013)
10.62
 
Cross License Agreement with Wilmar (Shanghai) Biotechnology Research Development Center Co., Ltd. dated April 2, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on April 5, 2013)
10.63
 
Amended and Restated Limited Liability Company Agreement for RBT PRO LLC, dated April 2, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on April 5, 2013)
10.64
 
Senior Secured Revolving Credit Facility Agreement with TCA Global Credit Master Fund, LP, dated as of April 30, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
10.65
 
Promissory Note issued to TCA Global Credit Master Fund, LP, dated as of April 30, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
10.66
 
Form of Guaranty Agreement by Subsidiary Guarantors in favor of TCA Global Credit Master Fund, LP, dated as of April 30, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
10.67
 
Security Agreement with TCA Global Credit Master Fund, LP, dated as of April 30, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
10.68
 
Form of Security Agreement, dated as of April 30, 2013, by Subsidiary Guarantors and TCA Global Credit Master Fund, LP (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
10.69
 
Form of Pledge with TCA Global Credit Master Fund, LP, dated as of April 30, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
10.70
 
Amendment and Waiver Agreement with Hillair Capital Investments L.P., dated as of May 24, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 30, 2013)
10.71
 
Amended and Restated Security Agreement dated as of May 24, 2013 (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed August 14, 2013)
10.72
 
Amended and Restated Note and Warrant Purchase Agreement dated as of May 24, 2013 (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed August 14, 2013)
10.73
 
Restated Subordination Agreement dated as of May 24, 2013 (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed August 14, 2013)
10.74
 
Amendment 1 to Senior Secured Revolving Credit Facility Agreement with TCA Global Credit Master Fund, LP dated July 18, 2013 (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed August 14, 2013)
10.75
 
Promissory Note issued to TCA Global Credit Master Fund, LP dated July 18, 2013 (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed August 14, 2013)
10.76
 
Acquisition and Stock Purchase Agreement with the Shareholders of H&N Distribution, Inc. dated September 24, 2013 (incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on September 26, 2013)
10.77
 
Amendment No. 2 to Senior Secured Revolving Credit Facility Agreement with TCA Global Credit Master Fund, LP dated October 11, 2013 (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed November 12, 2013)
10.78
 
Promissory Note issued to TCA Global Credit Master Fund, LP dated October 11, 2013 (incorporated herein by reference to exhibits previously filed on Registrant’s Quarterly Report on Form 10-Q, filed November 12, 2013)

10.79 Amendment of Investment Agreements effective as of October 31, 2013 (incorporated herein by reference to exhibits previously filed on Registrant’s Current Report on Form 8-K, filed November 8, 2013)
Second Amended and Restated Note and Warrant Purchase Agreement dated as of November 13, 2013
Second Amended and Restated Security Agreement dated as of November 13, 2013
10.82 Form of Amended and Restated Promissory Note
Secured Promissory Note with Greg Vislocky dated as of November 13, 2013
Secured Promissory Note with Greg Vislocky dated as of November 27, 2013
10.85 Form of Lock-up Agreement
10.86
Amendment to Acquisition and Stock Purchase Agreement dated as of December 7, 2013.
10.87
Amendment to Loan Documents with TCA Global Credit Master Fund, LP dated as of December 11, 2013.
10.88
Amendment to Investor Rights Agreement dated December 6, 2013
 
List of subsidiaries.
 
Consent of Independent Registered Public Accounting Firm.
23.2
 
Consent of Weintraub Tobin Chediak Coleman Grodin Law Corporation (included in Exhibit 5.1 hereto)
24.1
 
Power of Attorney (See signature page).
101.INS
@
XBRL Instance Document
101.SCH
@
XBRL Taxonomy Extension Schema Document
101.CAL
@
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
@
XBRL Taxonomy Extension Calculation Definition Linkbase Document
101.LAB
@
XBRL Taxonomy Extension Calculation Label Linkbase Document
101.PRE
@
XBRL Taxonomy Extension Calculation Presentation Linkbase Document
 
@ XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(7) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on this 11th day of December, 2013.

RICEBRAN TECHNOLOGIES

Date: December 11, 2013
By:
/s/ W. John Short
 
 
 
W. John Short,
 
 
President and Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
Date: December 11, 2013
By:
/s/ Jerry Dale Belt
 
 
 
Jerry Dale Belt,
 
 
Chief Financial Officer and Secretary
 
 
(Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: December 11, 2013
By:
/s/ W. John Short
 
 
 
W. John Short, Director, President
 
 
and Chief Executive Officer
 
 
 
 
Date: December 11, 2013
By:
/s/ *David Goldman
 
 
 
David Goldman, Director
 
 
 
 
Date: December 11, 2013
By:
/s/ *Baruch Halpern
 
 
 
Baruch Halpern, Director
 
 
 
 
Date: December 11, 2013
By:
/s/ *Henk W. Hoogenkamp
 
 
 
Henk W. Hoogenkamp, Director
 
 
 
 
Date: December 11, 2013
By:
/s/ *Robert C. Schweitzer
 
 
 
Robert C. Schweitzer, Director

*By:
/s/ W. John Short
 
 
W. John Short
 
 
attorney-in-fact
 

 
91
 EX-1.01 2 ex1_01.htm EXHIBIT 1.01
Exhibit 1.01
RICEBRAN TECHNOLOGIES
 
UNDERWRITING AGREEMENT
 
December __, 2013
 
MAXIM GROUP LLC
405 Lexington Avenue
New York, NY 10174
 
As Representative of the Underwriters
named on Schedule A hereto
 
Ladies and Gentlemen:
 
RiceBran Technologies, a California corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of _______  shares (the “Shares”) of common stock, no par value per share, of the Company (the “Common Stock”), together with  warrants to purchase an aggregate of ___________ shares of Common Stock at an exercise price equal to $__ per share (each a “Warrant” and collectively, the “Warrants”).  Each Share shall be accompanied by a Warrant to purchase one additional share of Common Stock.
 
The offering and sale of Shares and Warrants contemplated by this underwriting agreement (this “Agreement”) is referred to herein as the “Offering.”
 
1. Securities; Over-Allotment Option.
 
(a)            Purchase of Firm Securities. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of __________ Shares at a purchase price of $_______ per share, along with one Warrant. The Underwriters, severally and not jointly, agree to purchase from the Company the Shares and Warrants set forth opposite their respective names on Schedule A attached hereto and made a part hereof. The Shares and Warrants will be separately transferable immediately upon issuance.
 
(b)            Payment and Delivery. Delivery and payment for the Shares and Warrants shall be made at 10:00 a.m., New York time, on the third Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth Business Day following the Effective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Shares and Warrants is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Shares and Warrants is referred to herein as the “Closing.” Payment for the Shares and Warrants shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Shares and Warrants (or through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Shares and Warrants shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Shares and Warrants for delivery, at least one full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Shares and Warrants except upon tender of payment by the Representative for all the Shares and Warrants.
(c)            Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Shares and Warrants, the Representative on behalf of the Underwriters is hereby granted an option to purchase up to an additional 15% of the number of Shares and/or Warrants, or up to an aggregate of _________ shares of Common Stock and/or ___________ Warrants (collectively, the “Option Securities”), to be offered by the Company in the Offering (the “Over-allotment Option”) at the same purchase price as the Shares and Warrants sold in the Offering. The Shares and Warrants to be sold in the Offering and the Option Securities, and the shares of Common Stock underlying the Warrants, are hereinafter collectively referred to as the “Securities”.  The purchase price to be paid for the Common Stock subject to the Over-allotment Option will be $ per share and $0.01 for the Warrants subject to the Over-allotment Option.  

(d)            Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities, which will not be later than five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Securities specified in such notice.
 
(e)            Payment and Delivery of Option Securities. Payment for  Option Securities shall be made on the Option Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, by deposit of the price for the Option Securities being purchased to the Company upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Option Securities (or through the full fast transfer facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities to be delivered will be in such denominations and registered in such names as the Representative requests not less than two Business Days prior to the Option Closing Date, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Option Closing Date.
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(f)            Representative's Warrant. The Company hereby agrees to issue to the Representative (and/or its respective designees) on the Closing Date, Warrants to purchase up to an aggregate of _______ shares of Common Stock (the "Representative's Warrants") covering the number of shares of Common Stock equity equal to five percent (5%) of the total number of Shares sold in the Offering, including the Over-Allotment Option. The Representative's Warrants shall be exercisable, in whole or in part, commencing 180 days from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price of $_______ per share of Common Stock, which is equal to one hundred and twenty five percent (125%) of the initial public offering price of the Shares. The Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities."
 
2.            Representations and Warranties of the Company. The Company represents, warrants and covenants to, and agrees with, each of the Underwriters that, as of the date hereof and as of the Closing Date:

(a)            The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (Registration No. 333-191448), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Securities which registration statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional shares of Common Stock (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b) Registration Statement. The Company has responded to all requests of the Commission for additional or supplemental information. Based on communications from the Commission, no stop order suspending the effectiveness of either the Registration Statement or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. The Company, if required by the Securities Act and the rules and regulations of the Commission (the “Rules and Regulations”), proposes to file the Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”). The prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b), or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the “Prospectus,” except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Securities Act is hereafter called a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the exhibits incorporated by reference therein pursuant to the Rules and Regulations on or before the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be. Any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include: (i) the filing of any document under the Securities Exchange Act of 1934, as amended, and together with the Rules and Regulations promulgated thereunder (the “Exchange Act”) after the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and (ii) any such document so filed. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).  The Prospectus delivered to the Underwriters for use in connection with the Offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T promulgated by the Commission.
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(b)            At the time of the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant to Rule 424(b), when any supplement to or amendment of the Prospectus is filed with the Commission, when any document filed under the Exchange Act was or is filed, at all other subsequent times until the completion of the public offer and sale of the Securities, and at the Closing Date, if any, the Registration Statement and the Prospectus and any amendments thereof and supplements or exhibits thereto complied or will comply in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Rules and Regulations, and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein: (i) in the case of the Registration Statement, not misleading, and (ii) in the case of the Prospectus, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the registration statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) under the Securities Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Rules and Regulations and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation and warranty is made in this subsection (b), however, with respect to any information contained in or omitted from the Registration Statement or the Prospectus or any related Preliminary Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for use therein. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the “Underwriting” section of the Prospectus (the “Underwriters’ Information”).

(c)            Since June 30, 2011, the Company has filed all reports, schedules, forms, statements or other documents required to be filed by the Company under the Securities Act or Exchange Act, during the three years preceding the date hereof (the foregoing materials filed during such three-year period, including the exhibits thereto and documents incorporated by reference therein, the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension; as of their respective filing or amendment dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder; and as of their respective filing or amendment dates, the SEC Reports did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
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(d)            The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than the Prospectus or other materials permitted by the Securities Act to be distributed by the Company. Unless the Company obtains the prior consent of the Representative, the Company has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the Commission. 

(e)            Each Underwriter agrees that, unless it obtains the prior written consent of the Company, it will not make any offer relating to the Securities that would constitute an Issuer-Represented Free Writing Prospectus or that would otherwise (without taking into account any approval, authorization, use or reference thereto by the Company) constitute a “free writing prospectus” required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act.
 
(g)            As used in this Agreement, the terms set forth below shall have the following meanings:
  
“Issuer-Represented Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Securities that (A) is required to be filed with the Commission by the Company, or (B) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Securities or of the Offering that does not reflect the final terms or pursuant to Rule 433(d)(8)(ii) because it is a “bona fide electronic road show,” as defined in Rule 433 under the Securities Act, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act. 
 
(h)            BDO USA, LLP (“BDO”) whose reports relating to the Company are included in the Registration Statement, is an independent registered public accounting firm as required by the Securities Act, the Exchange Act and the Rules and Regulations and, to the Company’s knowledge, such accountants are not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).
 
(i)            Subsequent to the respective dates as of which information is presented in the Registration Statement, and the Prospectus, and except as disclosed in the Registration Statement and the Prospectus: (i) the Company has not declared, paid or made any dividends or other distributions of any kind on or in respect of its capital stock, and (ii) there has been no material adverse change (or, to the knowledge of the Company, any development which has a high probability of involving a material adverse change in the future), whether or not arising from transactions in the ordinary course of business, in or affecting: (A) the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company and its Subsidiaries (as defined below), taken as a whole; (B) the long-term debt or capital stock of the Company or any of its Subsidiaries; or (C) the Offering or consummation of any of the other transactions contemplated by this Agreement, the Registration Statement and the Prospectus (a “Material Adverse Change”). Since the date of the latest balance sheet presented in the Registration Statement, and the Prospectus, neither the Company nor any Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Subsidiaries taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Registration Statement and the Prospectus.
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(j)            As of the dates indicated in the Registration Statement and the Prospectus, the authorized, issued and outstanding shares of capital stock of the Company were as set forth in the Registration Statement and the Prospectus in the column headed “Actual” under the section thereof captioned “Capitalization” and, after giving effect to the Offering and the other transactions (excluding the offer and sale of the Over-allotment Securities) contemplated by this Agreement, the Registration Statement and the Prospectus, will be as set forth in the column headed “As Adjusted” in such section.   All of the issued and outstanding shares of capital stock of the Company, including the outstanding Common Stock and Warrants of the Company, are fully paid and non-assessable and have been duly and validly authorized and issued, in compliance with all applicable state, federal and foreign securities laws and not in violation of or subject to any preemptive or, except for (i) any adjustments to the exercise price and the number of shares of common stock underlying certain warrants issued to certain warrant holders which contain anti-dilutive protections (ii) any adjustments to the conversion price of a certain convertible debenture which contain anti-dilutive protections, and (iii) any rights or obligations of any Person to purchase units in Nutra SA, LLC (“Nutra SA”),  any similar right that does or will entitle any Person (as defined below), upon the issuance or sale of any security, to acquire from the Company or any Subsidiary any Relevant Security. As used herein, the term “Relevant Security” means any shares of Common Stock or other security of the Company or any Subsidiaries that is convertible into, or exercisable or exchangeable for shares of Common Stock or equity securities, or that holds the right to acquire any shares of Common Stock or equity securities of the Company or any Subsidiary or any other such Relevant Security, except for such rights as may have been fully satisfied or waived prior to the effectiveness of the Registration Statement. As used herein, the term “Person” means any foreign or domestic individual, corporation, trust, partnership, joint venture, limited liability company or other entity. Except as set forth in, or contemplated by, the Registration Statement and the Prospectus, on the Effective Date and on the Closing Date, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock or any security convertible into shares of Common Stock, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.

(k)            The Securities have been duly authorized and reserved for issuance and, when issued and paid for, will be duly and validly issued, fully paid and non-assessable, will have been issued in compliance with all applicable state, federal and foreign securities laws and will not have been issued in violation of or subject to any preemptive or, except for (i) any adjustments to the exercise price and the number of shares of common stock underlying certain warrants issued to certain warrant holders which contain anti-dilutive protections (ii) any adjustments to the conversion price of a certain convertible debenture which contain anti-dilutive protections, and (iii) any rights or obligations of any Person to purchase units in Nutra SA,  any similar right that does or will entitle any Person to acquire any Relevant Security from the Company or any Subsidiaries upon issuance or sale of the Securities in the Offering. The Securities conform to the descriptions thereof contained in the Registration Statement and the Prospectus. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any Subsidiary has outstanding warrants, options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, or any contracts or commitments to issue or sell, any Relevant Security.
 
(l)            The shares of Common Stock underlying the Warrants and the shares of Common Stock underlying the Representative’s Warrants have been duly authorized for issuance, conform to the description thereof in the Registration Statement and in the Prospectus and have been validly reserved for future issuance and will, upon exercise of the Warrants and/or the Representative’s Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or similar rights to subscribe for or purchase securities of the Company. The issuance of such securities is not subject to any statutory preemptive rights under the laws of the State of California or the Company’s organization documents as in effect at the time of issuance, rights of first refusal or other similar rights of any security holder of the Company (except for such preemptive or contractual rights as were waived).
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(m)             Except for the subsidiaries within the meaning of Rule 405 under the Securities Act  set forth on Exhibit 21.01 to the Registration Statement (the “Subsidiaries”) and as otherwise disclosed in the Registration Statement and the Prospectus, the Company holds no ownership or other interest, nominal or beneficial, direct or indirect, in any corporation, partnership, joint venture or other business entity. All of the issued and outstanding shares of capital stock of the Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and, except as otherwise disclosed in the Registration Statement and Prospectus, are owned directly by the Company, free and clear of any lien, charge, mortgage, pledge, security interest, claim, equity, trust or other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever (any “Lien”). Except as otherwise disclosed in the Registration Statement and the Prospectus, no director, officer or key employee of the Company named in the Prospectus holds any direct equity, debt or other pecuniary interest in the Subsidiaries or any Person with whom the Company or any Subsidiary does any material business or is in privity of contract with, other than, in each case, indirectly through the ownership by such individuals of shares of Common Stock or ownership of less than 1% of the outstanding equity securities of such Person. Notwithstanding the foregoing, the definition of “Subsidiary” shall not include NutraCea Offshore Ltd., a Cayman Islands Company.
 
(n)            Each of the Company and the Subsidiaries has been duly incorporated, formed or organized, and validly exists as a corporation, partnership or limited liability company in good standing under the laws of its jurisdiction of incorporation, formation or organization. Each of the Company and the Subsidiaries has all requisite power and authority to carry on its business as it is currently being conducted and as described in the Registration Statement and the Prospectus, and to own, lease and operate its respective properties. Each of the Company and the Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation, partnership or limited liability company in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except, in each case, for those failures to be so qualified or in good standing which (individually and in the aggregate) would not reasonably be expected to have a material adverse effect on: (i) the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company and the Subsidiaries, taken as a whole; (ii) the long-term debt or capital stock of the Company or any Subsidiary; or (iii) the Offering or consummation of any of the other transactions contemplated by this Agreement, the Registration Statement and the Prospectus (any such effect being a “Material Adverse Effect”).

(o)            None of the Company or the Subsidiaries: (i) is in violation of its certificate or articles of incorporation, memorandum and articles of association, by-laws, certificate of formation, limited liability company agreement, joint venture agreement, partnership agreement or other organizational documents, (ii) so long as the Company’s satisfies its obligation to purchase additional units of Nutra SA by December 31, 2013 upon the closing of the Offering and as otherwise disclosed in the Registration Statement and Prospectus, is in default under, and no event has occurred which, with notice or lapse of time or both, would constitute a default under or result in the creation or imposition of any Lien upon any of its property or assets pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, or (iii) is in violation in any respect of any law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, foreign or domestic, except in the case of clauses (ii) and (iii) where such violation or default, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect.
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(p)            The Company has full right, power and authority to execute and deliver this Agreement, the Warrants, the Representative’s Warrants and all other agreements, documents, certificates and instruments required to be delivered pursuant to this Agreement. The Company has duly and validly authorized this Agreement, the Warrants, the Representative’s Warrants and each of the transactions contemplated thereby. This Agreement, the Warrants and the Representative’s Warrants have been duly and validly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
 
(q)            When issued, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Warrants and Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Representative’s Warrants and Warrants, respectively, upon payment of the consideration therefor, and when issued in accordance with the terms thereof, will be duly and validly authorized, validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability for acts of the Company by reason of being such holders.
 
(r)            The execution, delivery, and performance of this Agreement, the Warrants, Representative’s Warrants and all other agreements, documents, certificates and instruments required to be delivered pursuant to this Agreement, and consummation of the transactions contemplated by this Agreement do not and will not: (i) conflict with, require consent under or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement, instrument, franchise, license or permit to which the Company or any Subsidiaries is a party or by which the Company or any Subsidiary or their respective properties, operations or assets may be bound or (ii) violate or conflict with any provision of the certificate or articles of incorporation, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents of the Company or any Subsidiaries, or (iii) violate or conflict with any law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, domestic or foreign, except in the case of subsections (i) and (iii) for any default, conflict or violation that would not have or reasonably be expected to have a Material Adverse Effect.
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(s)            Except as disclosed in the Registration Statement and the Prospectus, each of the Company and the Subsidiaries has all consents, approvals, authorizations, orders, registrations, qualifications, licenses, filings and permits of, with and from all judicial, regulatory and other legal or governmental agencies and bodies and all third parties, foreign and domestic (collectively, the “Consents”), required to own, lease and operate its properties and conduct its business as it is now being conducted and as disclosed in the Registration Statement and the Prospectus, and each such Consent is valid and in full force and effect, except where such failure would not have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary has received notice of any investigation or proceedings which results in or, if decided adversely to the Company or any Subsidiary, could reasonably be expected to result in, the revocation of, or imposition of a materially burdensome restriction on, any Consent. No Consent contains a materially burdensome restriction that is inadequately disclosed in the Registration Statement and the Prospectus in violation of applicable law.
 
(t)            Each of the Company and the Subsidiaries is in compliance with all applicable laws, rules, regulations, ordinances, directives, judgments, decrees and orders, foreign and domestic, except for any non-compliance the consequences of which would not have or reasonably be expected to have a Material Adverse Effect. Neither the Company, nor any of its Affiliates (within the meaning of Rule 144 under the Securities Act) (“Affiliates”) has received any notice or other information from any regulatory or other legal or governmental agency which could reasonably be expected to result in any default or potential decertification by the Company, or any of its Affiliates. 

(u)            No Consent of, with or from any judicial, regulatory or other legal or governmental agency or body or any third party, foreign or domestic is required for the execution, delivery and performance by the Company of this Agreement, the Warrants, the Representative’s Warrants or the Company’s consummation of each of the transactions contemplated by this Agreement, including the issuance, sale and delivery of the Securities to be issued, sold and delivered hereunder, except the registration under the Securities Act of the Securities, which has become effective, and such Consents as may be required under state securities or blue sky laws or the by-laws and rules of the NASDAQ Capital Market, where the shares of Common Stock have been approved for listing, and the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and distribution of the Securities by the Underwriters, each of which has been obtained and is in full force and effect.
 
(v)            Except as disclosed in the Registration Statement and the Prospectus, there is no judicial, regulatory, arbitral or other legal or governmental proceeding or other litigation or arbitration, domestic or foreign, pending to which the Company or any Subsidiary is a party or of which any property, operations or assets of the Company or any Subsidiaries is the subject which, individually or in the aggregate, if determined adversely to the Company or any Subsidiary, would reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no such proceeding, litigation or arbitration is threatened or contemplated.
 
(w)            The financial statements, including the notes thereto, and the supporting schedules included in the Registration Statement, the Prospectus and the SEC Reports comply in all material respects with the requirements of the Securities Act and the Exchange Act, and present fairly the financial position as of the dates indicated and the cash flows and results of operations for the periods specified of the Company and its consolidated Subsidiaries. Except as otherwise stated in the Registration Statement and the Prospectus, said financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except in the case of unaudited financials which are subject to normal year end adjustments and do not contain certain footnotes. The supporting schedules included in the Registration Statement and the Prospectus present fairly the information required to be stated therein. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus. The other financial and statistical information included in the Registration Statement and the Prospectus present fairly the information included therein and, except for the financial projections provided in the Registration Statement and the Prospectus, have been prepared on a basis consistent with that of the financial statements that are included in the Registration Statement and the Prospectus and the books and records of the respective entities presented therein.
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(x)            There are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement and the Prospectus in accordance with Regulation S-X which have not been included as so required. The pro forma and pro forma as adjusted financial information included in the Registration Statement and the Prospectus has been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Rules and Regulations and include all adjustments necessary to present fairly in accordance with GAAP the pro forma and as adjusted financial position of the respective entity or entities presented therein at the respective dates indicated and their cash flows and the results of operations for the respective periods specified. The assumptions used in preparing the pro forma and pro forma as adjusted financial information included in the Registration Statement and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein. The related pro forma and pro forma as adjusted adjustments give appropriate effect to those assumptions; and the pro forma and pro forma as adjusted financial information reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

(y)            The statistical, industry-related and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.
 
(z)            The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to the Company, including its Subsidiaries, is made known to the principal executive officer and the principal financial officer. The Company has utilized such controls and procedures in preparing and evaluating the disclosures in the Registration Statement and in the Prospectus.
 
(aa)            Except as disclosed in the Registration Statement and the Prospectus, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  Except as described in the Registration Statement, the Prospectus or in the SEC Reports, since the date of the Company’s formation, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
(bb)            Except as disclosed in the Registration Statement and the Prospectus, as of the Closing Date the Company’s board of directors has validly appointed an audit committee whose composition satisfies the requirements of the rules and regulations of the Nasdaq Stock Market and the board of directors and/or audit committee has adopted a charter that satisfies the requirements of the rules and regulations of the Nasdaq Stock Market. The audit committee has reviewed the adequacy of its charter within the past twelve months. Except as disclosed in the Registration Statement and the Prospectus, neither the board of directors nor the audit committee has been informed, nor is any director of the Company aware, of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
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(cc)            Neither the Company nor any of its Affiliates has taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Securities.
 
(dd)            Neither the Company nor any of its Affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be “integrated” pursuant to the Securities Act or the Rules and Regulations with the offer and sale of the Securities pursuant to the Registration Statement. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its Affiliates has sold or issued any Relevant Security during the six-month period preceding the date of the Prospectus, including but not limited to any sales pursuant to Rule 144A or Regulation D or Regulation S under the Securities Act, other than shares of Common Stock issued pursuant to employee benefit plans, qualified stock option plans or employee compensation plans or pursuant to outstanding options, rights or warrants as described in the Registration Statement and the Prospectus.
 
(ee)            All information contained in the questionnaires completed by each of the Company’s officers and directors immediately prior to the Offering and provided to the Representative as well as the biographies of such individuals in the Registration Statement is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the questionnaires completed by the directors and officers to become inaccurate and incorrect.
 
(ff)            No director or officer of the Company is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be and act in his respective capacity of the Company.
 
(gg)            Except as disclosed in the Registration Statement and the Prospectus, no holder of any securities of the Company or any Relevant Security has any rights to require the Company to register any such securities under the Securities Act as part or on account of, or otherwise in connection with, the offer and sale of the Securities contemplated hereby, and any such rights so disclosed have either been fully complied with by the Company or effectively waived by the holders thereof, and any such waivers remain in full force and effect.
 
(hh)            The conditions for use of Form S-1 to register the Offering under the Securities Act, as set forth in the General Instructions to such Form, have been satisfied.
 
(ii)            The Company is not and, at all times up to and including consummation of the transactions contemplated by this Agreement, and after giving effect to application of the net proceeds of the Offering, will not be, subject to registration as an “investment company” under the Investment Company Act of 1940, as amended, and is not and will not be an entity “controlled” by an “investment company” within the meaning of such act.
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(jj)            No relationship, direct or indirect, exists between or among any of the Company or any Affiliate of the Company, on the one hand, and any director, officer, shareholder, customer or supplier of the Company or any Affiliate of the Company, on the other hand, which is required by the Securities Act, the Exchange Act or the Rules and Regulations to be described in the Registration Statement or the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as described in the Registration Statement and the Prospectus. The Company has not, in violation of the Sarbanes-Oxley directly or indirectly, including through a Subsidiary (other than as permitted under the Sarbanes-Oxley for depositary institutions), extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of the Company.
 
(kk)            The Company is in material compliance with the provisions of Sarbanes-Oxley and the Rules and Regulations promulgated thereunder and related or similar rules and regulations promulgated by the Nasdaq Stock Market or any other governmental or self-regulatory entity or agency, except for such violations which, singly or in the aggregate, would not have a Material Adverse Effect. Without limiting the generality of the foregoing: (i) all members of the Company’s board of directors who are required to be “independent” (as that term is defined under applicable laws, rules and regulations), including, without limitation, all members of the audit committee of the Company’s board of directors, meet the qualifications of independence as set forth under applicable laws, rules and regulations and (ii) the audit committee of the Company’s board of directors has at least one member who is an “audit committee financial expert” (as that term is defined under applicable laws, rules and regulations).
 
(ll)            Except as disclosed in the Registration Statement and the Prospectus, there are no contracts, agreements or understandings between the Company and any Person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the transactions contemplated by this Agreement or, to the Company’s knowledge, any arrangements, agreements, understandings, payments or issuance with respect to the Company or any of its officers, directors, shareholders, partners, employees, Subsidiaries or Affiliates that may affect the Underwriters’ compensation as determined by FINRA.
 
(mm)            Except for any assets to be acquired in connection with the acquisition of H&N Distribution, Inc., the Company and the Subsidiaries own or lease all such properties as are necessary to the conduct of its business as presently operated and as proposed to be operated as described in the Registration Statement and the Prospectus. The Company and the Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all Liens except such as are described in the Registration Statement and the Prospectus or such as do not (individually or in the aggregate) materially affect the business or prospects of the Company or the Subsidiaries. Any real property and buildings held under lease or sublease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material to, and do not interfere with, the use made and proposed to be made of such property and buildings by the Company and the Subsidiaries. Neither the Company nor the Subsidiaries has received any notice of any claim adverse to its ownership of any real or personal property or of any claim against the continued possession of any real property, whether owned or held under lease or sublease by the Company or the Subsidiaries.

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(nn)            Except for any assets to be acquired in connection with the acquisition of H&N Distribution, Inc., the Company and the Subsidiaries: (i) own or possess adequate right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, formulae, customer lists, and know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, “Intellectual Property”) necessary for the conduct of their respective businesses as being conducted and as described in the Registration Statement and the Prospectus and (ii) have no knowledge that the conduct of their respective businesses do or will conflict with, and they have not received any notice of any claim of conflict with, any such right of others. Except as set forth in the Registration Statement or the Prospectus or for which such disclosure is not required to be disclosed in the Registration Statement or the Prospectus, neither the Company nor any Subsidiary has granted or assigned to any other Person any right to sell the current products and services of the Company and its Subsidiaries or those products and services described in the Registration Statement and the Prospectus. To the Company’s best knowledge, there is no infringement by third parties of any such Intellectual Property; there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any Subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim.
 
(oo)            The agreements and documents described in the Registration Statement, the Prospectus and the SEC Reports conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in the Registration Statement or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration Statement or the Prospectus or attached as an exhibit thereto, or (ii) is material to the Company’s business, has been duly and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder, except in connection with the Company’s obligation to purchase additional units of Nutra SA by December 31, 2013 upon the closing of the Offering and as otherwise disclosed in the Registration Statement and Prospectus. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations, except for such violations which, singly or in the aggregate, would not have a Material Adverse Effect.
 
(pp)            No securities of the Company have been sold by the Company for the three years preceding the filing of the Registration Statement, except as disclosed in the Registration Statement and the Prospectus, and no securities of the Company have been sold by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company, except as disclosed in any Section 16 reports filed with respect to such persons.
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(qq)            The disclosures in the Registration Statement and the Prospectus concerning the effects of foreign, federal, state and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(rr)            Each of the Company and the Subsidiaries has accurately prepared and filed all federal, state, foreign and other tax returns that are required to be filed by it and has paid or made provision for the payment of all taxes, assessments, governmental or other similar charges, including without limitation, all sales and use taxes and all taxes which the Company or any Subsidiary is obligated to withhold from amounts owing to employees, creditors and third parties, with respect to the periods covered by such tax returns (whether or not such amounts are shown as due on any tax return). No deficiency assessment with respect to a proposed adjustment of the Company’s or any Subsidiary’s federal, state, local or foreign taxes is pending or, to the Company’s knowledge, threatened. The accruals and reserves on the books and records of the Company and the Subsidiaries in respect of tax liabilities for any taxable period not finally determined are adequate to meet any assessments and related liabilities for any such period and, since the date of the Company’s most recent audited financial statements, the Company and the Subsidiaries have not incurred any liability for taxes other than in the ordinary course of its business. There is no tax lien, whether imposed by any federal, state, foreign or other taxing authority, outstanding against the assets, properties or business of the Company or any Subsidiary.
 
(ss)            No labor disturbance by the employees of the Company or the Subsidiaries currently exists or, to the Company’s knowledge, is likely to occur.  Neither the Company or the Subsidiaries is in material breach of the terms of any collective bargaining agreement to which it is a party.

(tt)            The Company and each of its Subsidiaries have conducted and are conducting their business, operations and facilities, and each dietary product is, in material compliance with the applicable laws, rules and regulations of (i) the U.S. Food and Drug Administration (“FDA”), including, without limitation, under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder, the Dietary Supplement, Health and Education Act, as amended, and the regulations thereunder, and (ii) the Brazilian National Health Surveillance Agency, the Brazil Environment Protection Institute  of the Ministry of the Environment; the National Institute of Metrology, Standardization and Industrial Quality of the Ministry of Development and/or other foreign regulatory agencies (collectively, the “Foreign Agencies”) and regulations of such Foreign Agencies. There is no pending or, to the Company's knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA, Foreign Agencies or any other governmental entity, which alleges or asserts noncompliance by the Company or its Subsidiaries with applicable laws, rules and regulations nor is the Company or its Subsidiaries a party to or has any ongoing reporting obligations pursuant to any corporate integrity agreement, deferred prosecution agreement, monitoring agreement, consent decree, settlement order, plan of correction or similar agreement imposed by any governmental authority except for such actions which, singly or in the aggregate, would not have a Material Adverse Effect.

(uu)            The Company and each of its subsidiaries are in compliance in all material respects with the applicable requirements of the U.S. Federal Trade Commission (the “FTC”) and equivalent foreign commissions and agencies governing advertising, product promotion and with other applicable provisions of federal, state, local and other U.S. and foreign laws and regulations applicable to their businesses as presently conducted.

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(vv)            Except as disclosed in the Registration Statement and the Prospectus, the Company and the Subsidiaries have at all times operated their respective businesses in material compliance with all Environmental Laws, and no material expenditures are or will be required in order to comply therewith. Neither the Company nor any Subsidiary has received any notice or communication that relates to or alleges any actual or potential violation or failure to comply with any Environmental Laws that will result in a Material Adverse Effect. As used herein, the term “Environmental Laws” means all applicable laws and regulations, including any licensing, permits or reporting requirements, and any action by a federal state or local government entity pertaining to the protection of the environment, protection of public health, protection of worker health and safety, or the handling of hazardous materials, including without limitation, the Clean Air Act, 42 U.S.C. § 7401, et seq., the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1321, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 690-1, et seq., and the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.

(ww)            Except as set forth in the Registration Statement or the Prospectus or for which such disclosure is not required to be disclosed in the Registration Statement or the Prospectus, neither the Company nor any Subsidiary is a party to an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”) which: (i) is subject to any provision of ERISA and (ii) is or was at any time maintained, administered or contributed to by the Company or any Subsidiary and covers any employee or former employee of the Company or any Subsidiary or any ERISA Affiliate (as defined hereafter). These plans are referred to collectively herein as the “Employee Plans.” For purposes of this Section, “ERISA Affiliate” of any person or entity means any other person or entity which, together with that person or entity, could be treated as a single employer under Section 414(m) of the Internal Revenue Code of 1986, as amended (the “Code”), or is an “affiliate,” whether or not incorporated, as defined in Section 407(d)(7) of ERISA, of the person or entity.
 
(xx)            Except for which such disclosure is not required to be disclosed in the Registration Statement or the Prospectus, the Registration Statement and the Prospectus identify each employment, severance or other similar agreement, arrangement or policy and each material plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers’ compensation, disability benefits, severance benefits, supplemental unemployment benefits, vacation benefits, retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation, or post-retirement insurance, compensation or benefits which: (i) is not an Employee Plan, (ii) is entered into, maintained or contributed to, as the case may be, by the Company or any Subsidiary or any of their respective ERISA Affiliates, and (iii) covers any officer or director or former officer or director of the Company or any Subsidiary or any of their respective ERISA Affiliates. These contracts, plans and arrangements are referred to collectively in this Agreement as the “Benefit Arrangements.” Each Benefit Arrangement has been maintained in substantial compliance with its terms and with requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to that Benefit Arrangement.
 
(yy)            Except as set forth in the Registration Statement or the Prospectus, there is no liability in respect of post-retirement health and medical benefits for retired employees of the Company or any Subsidiary or any of their respective ERISA Affiliates other than medical benefits required to be continued under applicable law, determined using assumptions that are reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability (including for such purposes any fund established pursuant to Section 401(h) of the Code). With respect to any of the Company’s or any Subsidiary’s Employee Plans which are “group health plans” under Section 4980B of the Code and Section 607(1) of ERISA, there has been material compliance with all requirements imposed there under such that the Company or any Subsidiary or their respective ERISA Affiliates have no (and will not incur any) loss, assessment, tax penalty, or other sanction with respect to any such plan.
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(zz)            Except as set forth in the Registration Statement or the Prospectus, neither the Company nor any Subsidiary is a party to or subject to any employment contract or arrangement providing for annual future compensation, or the opportunity to earn annual future compensation (whether through fixed salary, bonus, commission, options or otherwise) of more than $120,000 to any named executive officer or director.
 
(aaa)            The execution of this Agreement, the Warrants, the Representative’s Warrants or consummation of the Offering does not constitute a triggering event under any Employee Plan or any other employment contract, whether or not legally enforceable, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay or otherwise), acceleration, increase in vesting, or increase in benefits to any current or former participant, employee or director of the Company or any Subsidiary other than an event that is not material to the financial condition or business of the Company or any Subsidiary, either individually or taken as a whole.
 
(bbb)            No “prohibited transaction” (as defined in either Section 406 of the ERISA or Section 4975 of Code), “accumulated funding deficiency” (as defined in Section 302 of ERISA) or other event of the kind described in Section 4043(b) of ERISA (other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred with respect to any employee benefit plan for which the Company or any Subsidiary would have any liability; each employee benefit plan of the Company or any Subsidiary is in compliance in all material respects with applicable law, including (without limitation) ERISA and the Code; the Company has not incurred and does not expect to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from any “pension plan”; and each employee benefit plan of the Company or any Subsidiary that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which could cause the loss of such qualification.
 
(ccc)            Neither the Company, any Subsidiary nor, to the Company’s knowledge, any of their respective employees or agents has at any time during the last five (5) years: (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official or other Person charged with similar public or quasi-public duties, other than payments that are not prohibited by the laws of the United States of any jurisdiction thereof.
 
(ddd)            The Company has not offered, or caused the Underwriters to offer, the Securities to any Person or entity with the intention of unlawfully influencing: (i) a customer or supplier of the Company or any Subsidiary to alter the customer’s or supplier’s level or type of business with the Company or any Subsidiary or (ii) a journalist or publication to write or publish favorable information about the Company, any Subsidiary or its products or services.
 
(eee)            As of the date hereof and as of the Closing Date, and except as contemplated by this Agreement, neither the Company nor any Subsidiary operates within the United States or any state or territory thereof in such a manner so as to subject the Company or its operations or businesses to registration as a foreign company doing business in any state within the United States or to any of the following laws in any material respect: (i) the Bank Secrecy Act, as amended, (ii) the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, (iii) the Foreign Corrupt Practices Act of 1977, as amended, (iv) the Currency and Foreign Transactions Reporting Act of 1970, as amended, (v) the Employee Retirement Income Security Act of 1974, as amended, (vi) the Money Laundering Control Act of 1986, as amended, (vii) the rules and regulations promulgated under any such law, or any successor law, or any judgment, decree or order of any applicable administrative or judicial body relating to such law, and (viii) any corresponding law, rule, regulation, ordinance, judgment, decree or order of any state or territory of the United States or any administrative or judicial body thereof.
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(fff)            The operations of the Company and its Subsidiary are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes of the United States and, to the Company’s knowledge, all other jurisdictions to which the Company and its Subsidiaries are subject, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
 
(ggg)            Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
 
(hhh)            Except as described in the Registration Statement and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any officer director or stockholder of the Company (each, an “Insider”) with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Underwriter’s compensation, as determined by FINRA. Except as described in the Registration Statement and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the 180 days prior to the Effective Date. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein. Except for Baruch Halpern, no officer, director or any beneficial owner of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) has any direct or indirect affiliation or association with any FINRA member (as determined in accordance with the rules and regulations of FINRA); no Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market); no Company Affiliate has made a subordinated loan to any member of FINRA; and no proceeds from the sale of Securities (excluding underwriting compensation as disclosed in the Registration Statement or Prospectus) will be paid to any FINRA member, or any persons associated with or affiliated with any member of FINRA. Except as disclosed in the Registration Statement or the Prospectus, the Company has not issued any warrants or other securities or granted any options, directly or indirectly, to anyone who is a potential underwriter in the offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement; except for Baruch Halpern, who received securities of the Company pursuant to that certain Second Amended and Restated Note and Warrant Purchase Agreement, dated November 13, 2013, by and among the Company and the investors listed on Schedule I thereo, no person to whom securities of the Company have been privately issued within 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of FINRA; and no FINRA member participating in the offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “FINRA member participating in the offering” includes any associated person of a FINRA member that is participating in the offering, any member of such associated person’s immediate family and any affiliate of a FINRA member that is participating in the offering. 

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(iii)            To the knowledge of the Company, none of the entities or natural persons holding any shares or other equity securities of the Company, directly or indirectly, immediately before the Offering, shall be subject to the approval and registration requirements under the laws and regulations of any jurisdiction in connection with its holding of shares or equity securities in the Company, including the Notice on Issues Relating to Administration of Foreign Exchange in Fund-raising and Reverse Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies and any implementing rules and guidelines related thereto.
 
(jjj)            None of the Company or their respective Directors or officers or, to the best knowledge of the Company, any agent, employee, affiliate or other person acting on behalf of the Company has engaged in any activities sanctionable under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Sanctions Act of 1996, the National Defense Authorization Act for Fiscal Year 2012, the Iran Threat Reduction and Syria Human Rights Act of 2012 or any Executive Order relating to any of the foregoing (collectively, and as each may be amended from time to time, the “Iran Sanctions”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of engaging in any activities sanctionable under the Iran Sanctions.

(kkk)            The projections included in Registration Statement and Prospectus, including but not limited to any statement with respect to projected revenues, gross profit and gross profit percentage (the "Projections"), were prepared by the Company based on reasonable and appropriate assumptions for projections of such kind and with respect to the Company, including, among other things, (i) the Company’s anticipated future performance after the consummation of the Offering, (ii) general business and economic conditions, (iii) competitive forces and (iv) the actions of regulatory agencies and governmental bodies.  The Projections are based upon an analysis of the data available to the Company, after due inquiry, at the time of the Projections, and the Company believes the information contained in the Projections is reasonably accurate.  The Company expects that the Projections will be realized.  The Projections were prepared in accordance with standards for projections promulgated by the American Institute of Certified Public Accountants or with a view to compliance with published guidelines of the Commission regarding projections or forecasts contained in Item 10(b) of Regulation S-K.

(lll)            As used in this Agreement, references to matters being “material” with respect to the Company or its Subsidiaries shall mean a material event, change, condition, status or effect related to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, prospects, operations or results of operations of the Company or the Subsidiaries, either individually or taken as a whole, as the context requires.
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(mmm)         As used in this Agreement, the term “knowledge of the Company” (or similar language) shall mean the knowledge of the officers and directors of the Company and the Subsidiaries who are named in the Prospectus, with the assumption that such officers and directors shall have made reasonable and diligent inquiry of the matters presented (with reference to what is customary and prudent for the applicable individuals in connection with the discharge by the applicable individuals of their duties as officers, directors or managers of the Company or the Subsidiaries).
 
(nnn)            Any certificate signed by or on behalf of the Company and delivered to the Underwriters or to Ellenoff Grossman & Schole LLP (“Underwriters’ Counsel”) shall be deemed to be a representation and warranty by the Company to each Underwriter listed on Schedule A hereto as to the matters covered thereby.
 
(ooo)        NutraCea Offshore Ltd. was formed in 2008 and has never had any operations nor has it had any assets or liabilities since its formation.

3.            Offering. Upon authorization of the release of the Securities by the Representative, the Underwriters propose to offer the Securities for sale to the public upon the terms and conditions set forth in the Prospectus.
 
4.            Covenants of the Company. The Company acknowledges, covenants and agrees with the Underwriters that:
 
(a)            The Registration Statement and any amendments thereto have been declared effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representative of such timely filing.
 
(b)            During the period beginning on the date hereof and ending on the later of the Closing Date or such date as, in the opinion of Underwriters’ Counsel, the Prospectus is no longer required by law to be delivered (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act is no longer required to be provided), in connection with sales by an underwriter or dealer (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement or the Prospectus, the Company shall furnish to the Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Underwriter reasonably objects within 36 hours of delivery thereof to the Underwriter and its counsel.
 
(c)            After the date of this Agreement, the Company shall promptly advise the Underwriter in writing of (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any prospectus or the Prospectus, (iii) the time and date that any post-effective amendment to the Registration Statement becomes effective, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of any prospectus, the Prospectus or any Issuer-Represented Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing the Common Stock from any securities exchange upon which it is listed for trading, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable, under the Securities Act and will use its reasonable best efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).
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(d)            During the Prospectus Delivery Period, the Company will comply as far as it is able with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the Registration Statement and the Prospectus. If during such period any event occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary or appropriate in the opinion of the Company or its counsel or the Underwriter or Underwriters’ Counsel to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or to file under the Exchange Act any document which would be deemed to be incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Company will promptly notify the Underwriter and will amend the Registration Statement or supplement the Prospectus or file such document (at the expense of the Company) so as to correct such statement or omission or effect such compliance.

(e)            The Company will promptly deliver to the Underwriters and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such documents for at least five (5) years after the date of filing thereof. The Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, and all documents which are exhibits to the Registration Statement and Prospectus or any amendment thereof or supplement thereto, as the Underwriters may reasonably request. Prior to 10:00 a.m., New York time, on the Business Day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as the Underwriters may reasonably request.
 
(f)            The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of the Securities Act; provided that such Preliminary Prospectus was filed with the Commission on or after November 18, 2013.
 
(g)            If the Company elects to rely on Rule 462(b) under the Securities Act, the Company shall both file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the Securities Act by the earlier of: (i) 10:00 p.m., New York City time, on the date of this Agreement, and (ii) the time that confirmations are given or sent, as specified by Rule 462(b)(2).
 
(h)            The Company will use its best efforts, in cooperation with the Representative, at or prior to the time of effectiveness of the Registration Statement, to qualify the Securities for offering and sale under the securities laws relating to the offering or sale of the Securities of such domestic jurisdictions as the Representative may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process or to subject itself to taxation if it is otherwise not so subject.
 
(i)            The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.
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(j)(1)            Except with respect to (i) securities of the Company which may be issued in connection with an acquisition of  H&N (or the assets thereof), (ii) the issuance of securities pursuant to the exercise or conversion of Company securities or other rights to receive securities of the Company that exist as of the Closing Date, or (iii) the issuance of securities pursuant to an equity incentive plan, during the ninety (90) days following the Closing Date, the Company shall not undertake any public or private offerings of any equity securities of the Company without the written consent of the Representative, which consent shall not be unreasonably withheld.

(j)(2)            Following the Closing Date, the individuals listed on Schedule B hereto (the “Lock-Up Parties”) shall not sell or otherwise dispose of any securities of the Company, whether publicly or in a private placement during the period that their respective lock-up agreements are in effect in violation of their respective lock-up agreements. The Company will deliver to the Representative the agreements of Lock-Up Parties to the foregoing effect prior to the Closing Date, which agreements shall be substantially in the form attached hereto as Annex I.
 
(k)            If the Company fails to maintain the listing of its shares of Common Stock on a nationally recognized exchange, for a period of three (3) years from the effective date of the Registration Statement, the Company, at its expense, shall obtain and keep current a listing in the Standard & Poor’s Corporation Records Services or the Moody’s Industrial Manual; provided that Moody’s OTC Industrial Manual is not sufficient for these purposes.

(l)            During the period of three (3) years from the effective date of the Registration Statement, the Company will make available to the Underwriters copies of all reports or other communications (financial or other) furnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to the Underwriters: (i) as soon as they are available, copies of any reports, financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as the Representative may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the Commission); provided, that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.
 
(m)            The Company will not issue press releases or engage in any other publicity, without the Representative’s prior written consent, for a period ending at 5:00 p.m. Eastern time on the first Business Day following the forty-fifth (45th) day following the Closing Date, other than normal and customary releases issued in the ordinary course of the Company’s business, or as required by law.
 
(n)            As of the Closing, the Company shall have engaged  a financial public relations firm mutually acceptable to the Company and the Representative, which firm may be changed after the first year without the consent of both the Company and Representative, which consent may not be withheld unreasonably. The terms and conditions of such engagement shall be reasonably determined by the Company.
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(o)            The Company will retain a transfer agent and warrant agent reasonably acceptable to the Representative for a period of three (3) years following the Closing Date, American Stock Transfer and Trust Company being reasonably acceptable to the Representative.
 
(p)            The Company will apply the net proceeds from the sale of the Securities as set forth under the caption “Use of Proceeds” in the Prospectus. Without the written consent of the Representative, no proceeds of the Offering will be used to pay principal on outstanding loans from officers, directors or stockholders.
 
(q)            The Company will use its best efforts to effect and maintain the listing of the Securities on the Nasdaq Capital Market or other national securities exchange for at least three (3) years after the Closing Date, except as a result of a transaction approved by the holders of a majority of the shares of the Common Stock of the Company issued and outstanding immediately prior to any such transaction.
 
(r)            The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules and Regulations within the time periods required thereby.
 
(s)            The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date, and to satisfy all conditions precedent to the delivery of the Securities.
 
(t)            The Company will not take, and will cause its Affiliates not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Securities.
 
(u)            The Company shall cause to be prepared and delivered to the Representative, at its expense, within one (1) Business Day from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the other Underwriters to offerees and purchasers of the Securities for at least the period during which a Prospectus relating to the Securities is required to be delivered under the Securities Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time).

(v)            The Company represents and agrees that, unless it obtains the prior written consent of the Representative, and the Representative represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the Commission.  Any such free writing prospectus consented to by the Company and the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and if the Company determines that it will use an issuer free writing prospectus, the Company will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.
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(w)            The Company shall maintain, for a period of no less than three (3) years from the Closing Date, a liability insurance policy affording coverage for the acts of its officers and directors.
 
5.            Consideration; Payment of Expenses.
 
(a)            In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:

(i)            A cash fee payable at Closing equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and

(ii)            The Representative’s Warrants.
 
(b)            The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
 
(c)        Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations hereunder:
 
(i)         all expenses in connection with the preparation, printing, formatting for EDGAR and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
 
(ii)        all fees and expenses in connection with filings with FINRA’s Public Offering System;
 
(iii)       all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission;
 
(iv)       all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering;
 
(v)        all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;
 
(vi)       all fees and expenses in connection with listing the Securities on the Nasdaq Capital Market;
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(vii)      all reasonable travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”);

(viii)     any stock transfer taxes incurred in connection with this Agreement or the Offering;
 
(ix)       the cost of preparing certificates, if any, representing the Securities;
 
(x)        the cost and charges of any transfer agent, warrant agent and/or registrar for the Securities;
 
(xi)       a non-accountable expense reimbursement up to $100,000 for reasonable expenses and fees incurred by the Representative; and
 
(xii)      all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5.
 
(d)            In addition to the costs and expenses set forth in Section 5(c) above, the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times); and (ii) the cost of leather bound volumes of the Offering documents and Offering commemorative lucite (or other reasonable form) memorabilia and bound books to be supplied to the Representative valued up to $1,500, in such quantities as the Representative may reasonably request.

(e)            It is understood, however, that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company shall not exceed $100,000.
 
6.            Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Shares and Warrants or Option Securities, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 6 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 6, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Shares and Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.
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(a)            The Registration Statement shall have become effective and all necessary regulatory or listing approvals shall have been received not later than 5:30 p.m., New York time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms hereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date or the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Prospectus, or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
 
(b)            The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading.
 
(c)            The Representative shall have received the favorable written opinions (and as to the Option Closing Date, if any, a bring-down opinion), including, without limitation, a negative assurance letter of (a) Weintraub Chediak Tobin Coleman Grodin, the legal counsel for the Company, (b) intellectual property legal counsel and (c) regulatory legal counsel, dated as of the Closing Date addressed to the Underwriters in the forms attached hereto as Annex II.
 
(d)            The Representative shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of each Closing Date to the effect that: (i) the condition set forth in subsection (a) of this Section 6 has been satisfied, (ii) as of the date hereof and as of the applicable Closing Date, the representations and warranties of the Company set forth in Sections 1 and 2 hereof are accurate, (iii) as of the applicable Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company and the Subsidiaries have not sustained any material loss or interference with their respective businesses, whether or not covered by insurance, or from any labor dispute or disruption or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included or incorporated by reference in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included or incorporated by reference, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus there has not been any Material Adverse Change or any event that is reasonably likely to result in a Material Adverse Change, whether or not arising from transactions in the ordinary course of business.
 
(e)            On the date of this Agreement and on the Closing Date, the Representative shall have received a “cold comfort” letter from BDO (and as to any Option Closing Date, a bring-down letter) as of the date of delivery and addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company and its Subsidiaries within the meaning of the Securities Act and the Rules and Regulations, and stating, as of the date of delivery (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to the date of such letter), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter.
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(f)            Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any post-effective amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any Subsidiary or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company and the Subsidiaries, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the sole judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering on the terms and in the manner contemplated in the Prospectus (exclusive of any supplement).
 
(g)            The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex I.
 
(h)            The Common Stock and Warrants are registered under the Exchange Act and, as of the Closing Date, the Shares and Warrants shall be listed and admitted and authorized for trading on the Nasdaq Capital Market and satisfactory evidence of such action shall have been provided to the Representative.  The Company shall have taken no action designed to, or likely to have the effect of terminating the registration of the Common Stock and Warrants under the Exchange Act or delisting or suspending from trading the Common Stock and Warrants from the Nasdaq Capital Market, nor has the Company received any information suggesting that the Commission or the Nasdaq Capital Market is contemplating terminating such registration or listing. The Shares, the Warrants, the Representative’s Warrants and shares of Common Stock underlying the Warrants and the Representative’s Warrants shall be DTC eligible.
 
(i)            FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf, an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 2710 with respect to the Registration Statement and pay all filing fees required in connection therewith.
 
(j)            No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company.
 
(k)            The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or other documents as they may have reasonably requested.
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If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 6 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or by telephone. Any such telephone notice shall be confirmed promptly thereafter in writing.
 
7.            Indemnification.
 
(a)            The Company agrees to indemnify and hold harmless each of the Underwriters and each Person, if any, who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to reasonable attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically) or (C) any SEC Reports filed by the Company under the Exchange Act or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Prospectus, or any such amendment or supplement, in any Marketing Materials or in any SEC Report, in reliance upon and in conformity with the Underwriters’ Information.
 
(b)            Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, each of the directors of the Company, each of the officers of the Company who shall have signed the Registration Statement, and each other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as originally filed or any amendment thereof, or any related Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with the Underwriters’ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount applicable to the Securities to be purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of any Underwriter through the Representative consists solely of the material referred to in the last sentence of Section 2(b) hereof.
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(c)            Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of any claims or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the claim or the commencement thereof (but the failure so to notify an indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 7 to the extent that it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability that such indemnifying party may have otherwise than on account of the indemnity agreement hereunder). In case any such claim or action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate, at its own expense in the defense of such action, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party; provided however, that counsel to the indemnifying party shall not (except with the written consent of the indemnified party) also be counsel to the indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, (iii) the indemnifying party does not diligently defend the action after assumption of the defense, or (iv) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties. No indemnifying party shall, without the prior written consent of the indemnified parties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which indemnity or contribution may be or could have been sought by an indemnified party under this Section 7 or Section 8 hereof (whether or not the indemnified party is an actual or potential party thereto), unless (x) such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such claim, investigation, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or any failure to act, by or on behalf of the indemnified party, and (y) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such settlement, compromise or judgment.
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8.            Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in Section 7 is for any reason held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company, any contribution received by the Company from Persons, other than the Underwriters, who may also be liable for contribution, including Persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, officers of the Company who signed the Registration Statement and directors of the Company) as incurred to which the Company and one or more of the Underwriters may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company and the Underwriters from the Offering or, if such allocation is not permitted by applicable law, in such proportions as are appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company and the Underwriters in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same proportion as (x) the total proceeds from the Offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bears to (y) the underwriting discount or commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of each of the Company and of the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any judicial, regulatory or other legal or governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 8: (i) no Underwriter shall be required to contribute any amount in excess of the amount by which the discounts and commissions applicable to the Securities underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each Person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) of the immediately preceding sentence. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 8 or otherwise. The obligations of the Underwriters to contribute pursuant to this Section 8 are several in proportion to the respective number of Securities to be purchased by each of the Underwriters hereunder and not joint.
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9.            Underwriter Default.
 
(a)            If any Underwriter or Underwriters shall default in its or their obligation to purchase the Shares and Warrants, and if the securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Shares and Warrants, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion of the total number of Default Securities then being purchased as the number of Shares and Warrants set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Shares and Warrants set forth opposite the names of the non-defaulting Underwriters, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make.

(b)            In the event that the aggregate number of Default Securities exceeds 10% of the number Shares and Warrants, the Representative may in its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 9, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 5, 7, 8, 9 and 11(d)) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder.
 
(c)            In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Shares and Warrants.
 
10.            Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiaries submitted pursuant hereto, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The covenants and agreements contained in Sections  5, 7, 8, this Section 10 and Sections 13 and 14 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof.  The representations and covenants contained in Sections 2 and 4 hereof shall survive termination of this Agreement if any Shares are purchased pursuant to this Agreement.
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11.            Effective Date of Agreement; Termination.
 
(a)            This Agreement shall become effective upon the later of: (i) receipt by the Representative and the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 5, 7, 8, 10, 13 and 14, inclusive, shall remain in full force and effect at all times after the execution hereof.  If this Agreement is terminated after any Shares have been purchased hereunder, the provisions of Sections 2 and 4 hereof shall survive termination of this Agreement.
 
(b)            The Representative shall have the right to terminate this Agreement at any time prior to the consummation of the Closing if: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company’s securities or securities in general; or (ii) trading on the NYSE Euronext or the Nasdaq Stock Market shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE Euronext or the Nasdaq Stock Market or by order of the Commission, FINRA or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (A) or (B), in the judgment of the Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Shares and Warrants on the terms and in the manner contemplated by the Prospectus.
 
(c)            Any notice of termination pursuant to this Section 11 shall be in writing.
 
(d)            If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Sections 9(b), 11(b)(i) relating to disruptions in the market for non-Company securities, 11(b)(ii) or 11(b)(iii) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representative, reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters in connection herewith, less any amounts previously paid by the Company.
 
12.            Notices. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing, and:
 
(a)            if sent to the Representative or any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to Maxim Group LLC, 405 Lexington Avenue, New York, New York 10174, Attention: Clifford A. Teller, Executive Managing Director of Investment Banking, with a copy to Underwriters’ Counsel at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 Attention: Barry I. Grossman, Esq.; and
 
(b)            if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company and its counsel at the addresses set forth in the Registration Statement;

 provided, however, that any notice to an Underwriter pursuant to Section 7 shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its acceptance facsimile to the Representative, which address will be supplied to any other party hereto by the Representative upon request. Any such notices and other communications shall take effect at the time of receipt thereof.
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13.            Parties; Limitation of Relationship. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Underwriters, the Company and the controlling Persons, directors, officers, employees and agents referred to in Sections 7 and 8 hereof, and their respective successors and assigns, and no other Person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and said controlling Persons and their respective successors, officers, directors, heirs and legal representative, and it is not for the benefit of any other Person. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Securities from any of the Underwriters.
 
14.            Governing Law. This Agreement shall be deemed to have been executed and delivered in New York and both this Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Underwriters and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Underwriters mailed by certified mail to the Underwriters’ address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Underwriter, in any such suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF, THE SUBSIDIARIES OTHER THAN NUTRA SA, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
 
15.            Entire Agreement. This Agreement, together with the schedules and annexes attached hereto and as the same may be amended from time to time in accordance with the terms hereof, contains the entire agreement among the parties hereto relating to the subject matter hereof and there are no other or further agreements outstanding not specifically mentioned herein.
 
16.            Severability. If any term or provision of this Agreement or the performance thereof shall be invalid or unenforceable to any extent, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement and this Agreement shall be valid and enforced to the fullest extent permitted by law.
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17.            Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.

 18.            Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
 
19.            No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the offering process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
 
20.            Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile transmission shall constitute valid and sufficient delivery thereof.
 
21.            Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
 
22.            Time is of the Essence. Time shall be of the essence of this Agreement. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which the major stock exchanges in New York, New York are not open for business.
 
[Signature Pages Follow]
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If the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us.
 
 
Very truly yours,
 
 
 
RICEBRAN TECHNOLOGIES
 
 
 
 
By:
 
 
 
Name: W. John Short
 
 
Title: Chief Executive Officer

Accepted by the Representative, acting for themselves and as
Representative of the Underwriters named on Schedule A attached hereto,
as of the date first written above:
 
MAXIM GROUP LLC
 
 
 
 
By:
 
 
 
Name: Clifford A. Teller
 
 
Title: Executive Managing Director, Investment Banking
 
 
[Signature Page to Underwriting Agreement]
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SCHEDULE A
 
Name of Underwriter
Number of Shares and Warrants Being Purchased
Maxim Group LLC
[•] shares of Common Stock and [•] Warrants to purchase Common Stock
Chardan Capital Market, LLC
[•] shares of Common Stock and [•] Warrants to purchase Common Stock
Dawson James Securities, Inc.
[•] shares of Common Stock and [•] Warrants to purchase Common Stock
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SCHEDULE B
LOCKUP PARTIES
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ANNEX I
FORM OF LOCK-UP AGREEMENT
37

ANNEX II
FORM OF LEGAL OPINION
 

 EX-4.08 3 ex4_08.htm EXHIBIT 4.08
Exhibit 4.08
 
WARRANT AGREEMENT
RICEBRAN TECHNOLOGIES
and
AMERICAN STOCK TRANSFER & TRUST COMPANY
WARRANT AGREEMENT
Dated as of December ___, 2013
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December ___, 2013, is by and between Ricebran Technologies, a California corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
 
WHEREAS, the Company is engaged in a public offering (the “Offering”) of the Company’s Common Stock (as defined below) together with Warrants (as defined below) to purchase Common Stock and, in connection therewith, has determined to issue and deliver up to   Warrants (including up to   Warrants subject to the Over-allotment Option) to investors in the Offering (the “Warrants”). Each Warrant entitles the holder thereof to purchase   share of common stock of the Company, no par value per share (“Common Stock” and, together with the Warrants and the shares of  Common Stock underlying the Warrants, the “Securities”), for $   per half share, subject to adjustment as described herein; and
 
WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, No. 333-191448 (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Securities; and
 
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
 
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
 
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
 
1.            Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

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2.            Warrants.
 
2.1.            Form of Warrant. Each Warrant shall be issued in registered form only and shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
 
2.2.            Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
 
2.3.            Registration.
 
2.3.1.            Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.
 
2.3.2.            Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate (as defined below) made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

3.            Terms and Exercise of Warrants.
 
3.1.            Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $                  per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.
 
3.2.            Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing immediately upon the closing of the Offering and terminating at 5:00 p.m., New York City time on the Expiration Date; provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement.  .  For purposes of this Warrant Agreement, the “Expiration Date” shall mean the earlier to occur of (i) the date that is five (5) years after the closing of the Offering or (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this Warrant Agreement.  Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date.  The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.
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3.3.            Exercise of Warrants.
 
3.3.1.            Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Brooklyn, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such Common Stock, as follows:
 
(a)             in good certified check or good bank draft payable to the order of the Warrant Agent; or
 
(b)            as provided in Section 7.4 hereof.
 
3.3.2.            Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants (the “Warrant Shares”) is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of shares of Common Stock. In no event will the Company be required to net cash settle the Warrant.  If, by reason of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall round up to the nearest whole number, the number of shares to be issued to such holder.
 
3.3.3.            Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.
 
3.3.4.            Date of Issuance. Each person in whose name any certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books are open.
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3.3.5.            Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Solely the holder of this Warrant shall determine the extent to which the Warrant is exercisable in accordance with this Section 3.3.5, and neither the Company nor the Transfer Agent shall have any obligation to verify or confirm the accuracy of such determination. For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or American Stock Transfer & Trust Company (the “Transfer Agent”) setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.
 
4.            Adjustments.
 
4.1.             Stock Dividends.
 
4.1.1.            Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock on Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
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4.1.2.            Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock as a class on account of such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above or (b) Ordinary Cash Dividends (as defined below) (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible) in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution to the extent which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $           (being 5% of the offering price of the Securities in the Offering).
 
4.2.            Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.
 
4.3.            Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.
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4.4.             Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been approved or authorized by the Company’s Board of Directors and made to and accepted by the holders of the Common Stock under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4.  The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

4.5.            Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
 
4.6.            No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number the number of shares of Common Stock to be issued to such holder.
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4.7.            Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
 
4.8.              Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company’s Board of Directors shall make such adjustments in the application of such provisions, as shall be reasonably necessary, in the good faith opinion of the Company’s Board of Directors, to effectuate the intent and purpose of this Section 4.
 
5.            Registration Rights.  In the event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such "piggyback" registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Holder shall have the right to require the Company to register the resale of the Warrant Shares on such registration statement to the extent the Company does not maintain an effective registration statement for the Warrant Shares. In the event that the Holder requests the registration of less than all of the Warrant Shares represented hereby, prior to any such registration, the Holder shall request that the Company issue in exchange therefore new warrants representing the Warrant Shares in such denominations as the Holder shall request; provided, however, that no such certificate representing any Warrant Shares being registered shall also represent any Warrant Shares not being registered.
 
6.            Transfer and Exchange of Warrants.
 
6.1.             Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.
6.2.            Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants.
 
6.3.             Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate for a fraction of a warrant.
 
6.4.            Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
 
6.5.            Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
 
7.            Redemption.
 
7.1            Redemption. Subject to the penultimate and final sentences of this Section 6.1, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time there is an effective Registration Statement covering the shares of Common Stock issuable upon exercise of the Warrants current and available and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, in whole but not in part, at the price of $.01 per Warrant (“Redemption Price”), provided that the last sales price of the Common Stock has been equal to or greater than _________ per share (subject to adjustment in compliance with Section 4 hereof) for any twenty (20) trading days within a thirty (30) consecutive trading day period ending on the third business day prior to the date on which notice of redemption is given.  Notwithstanding anything to the contrary contained herein, the Company shall not call the Warrants for redemption unless there is an effective registration statement under the Securities Act relating to the shares of Common Stock issuable upon exercise of the Warrants and a current prospectus relating thereto, available throughout the Redemption Period.
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7.2            Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the date fixed for redemption (such 30 day period, the “Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Registered Holder received such notice.
 
7.3            Exercise After Notice of Redemption. The Warrants may be exercised in accordance with Section 3 of this Warrant Agreement at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for redemption. On and after the redemption date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.
 
8.            Other Provisions Relating to Rights of Holders of Warrants.
 
8.1.            No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.
 
8.2.            Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

8.3.            Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
 
8.4.            Registration of Common Stock; Cashless Exercise.   The Company shall use its best efforts to maintain the effectiveness of the Registration Statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement.   During any period when the Company shall fail to have maintained an effective Registration Statement covering the Warrant Shares, Registered Holders shall have the right to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Company from the holder of such Warrants or its securities broker or intermediary.  In the event Registered Holder elects to exercise Warrants on a cashless basis, Registered Holder shall provide notice of such election to the Company, and the Company shall cause the Warrant Agent to issue the number of shares of Common Stock to such Registered Holder in accordance with the cashless exercise calculation described in this Section 7.4.  The date that notice of cashless exercise is received by the Company shall be conclusively determined by the Company. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise may be transferred without restrictions under the Securities Act by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend.  Unless and until all of the Warrants have been exercised, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.
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9.            Concerning the Warrant Agent and Other Matters.
 
9.1.            Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of the Warrant Shares, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.
 
9.2.            Resignation, Consolidation, or Merger of Warrant Agent .
 
9.2.1.             Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

9.2.2.            Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.
 
9.2.3.             Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.
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9.3.            Fees and Expenses of Warrant Agent.
 
9.3.1.            Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
 
9.3.2.            Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.
 
9.4.            Liability of Warrant Agent.
 
9.4.1.            Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
 
9.4.2.            Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
 
9.4.3.            Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Warrant Shares, when issued, be valid and fully paid and nonassessable.
 
9.5.            Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Warrant Shares.

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10.            Miscellaneous Provisions.
 
10.1.            Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.
 
10.2.            Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

RiceBran Technologies
6720 N. Scottsdale Road, Suite # 390
Scottsdale, AZ 85253
Attention: W. John Short, Chief Executive Officer
 
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:
 
American Stock Transfer & Trust Company
6201 15th Avenue
 Brooklyn, NY 11219
Attention: Compliance Department

10.3.            Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Eastern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
 
10.4.            Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.
 
10.5.            Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Brooklyn, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.
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10.6.            Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
 
10.7.            Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.
 
10.8.            Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of 50% of the then outstanding Warrants.  Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.

10.9.            Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
 
 
RICEBRAN TECHNOLOGIES
 
 
 
  
 
By:
Name: W. John Short
 
 
Title: Chief Executive Officer
 
 
 
 
AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
 
 
 
 
By:
 
  
 
 
Name:
 
 
Title:

[Signature Page to Warrant Agreement]
EXHIBIT A
 
[Form of Warrant Certificate]
 
[FACE]
 
Number
 
Warrants
 
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
 
RICEBRAN TECHNOLOGIES
 
Incorporated Under the Laws of the State of California
 
CUSIP [        ]
 
Warrant Certificate
 
This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) (the “Warrants” and each, a “Warrant”) to purchase shares of Common Stock, no par value (“Common Stock”), of Ricebran Technologies, a California corporation (the “Company”).  Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement (as defined on the reverse hereof).
 
Each Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of the shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Exercise Price per share of Common Stock for any Warrant is equal to $   per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.
 
Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.
 
Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.
 
This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.
 
 
RICEBRAN TECHNOLOGIES
 
 
 
 
By:
 
  
 
 
Name: W. John Short
 
Title: Chief Executive Officer
 
 
 
 
AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
 
 
 
 
By:
 
  
 
 
Name:
 
 
Title:
 
[Signature Page to Warrant Certificate]
[Form of Warrant Certificate]
 
[Reverse]
 
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of December ___, 2013 (the “Warrant Agreement”), duly executed and delivered by the Company to American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
 
Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
 
Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.
 
The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round up to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.
 
Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.
 
The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.
Election to Purchase
 
(To Be Executed Upon Exercise of Warrant)
 
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares to the order of Ricebran Technologies (the “Company”) in the amount of $   in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of , whose address is and that such shares be delivered to whose address is . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is .
 
In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
 
In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is .
 
Date: ____________, 20
 
(Signature)
 
 
 
 
 
(Address)
 
 
 
 
 
 
 
 
(Tax Identification Number)
 
Signature Guaranteed:
 
 
 
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
 
 

 EX-4.09 4 ex4_09.htm EXHIBIT 4.09
Exhibit 4.09

WARRANT EXCHANGE AGREEMENT
 
This Warrant Exchange Agreement (“Agreement”), dated as of November 13, 2013 (“Effective Date”), is entered into by and between RiceBran Technologies, a California corporation (the “Company”), and Arthur Newman (“Investor”). The parties agree as follows:
 
RECITALS
 
A.                 Investor holds warrants (each a “Warrant” and collectively, the “Warrants”) to purchase shares of the Company’s common stock (“Common Stock”) that are listed on Exhibit A hereto.
 
B.                  The Company has filed with the United States Securities and Exchange Commission a registration statement on Form S-1 (Registration Number 333-191448) relating to the proposed offering and sale of Company securities (“Proposed Offering”).
 
C.                  The underwriter for the Proposed Offering has advised the Company that in order to facilitate the sale of securities in the Proposed Offering, the Warrants should be exchanged for shares of Common Stock.
 
AGREEMENT
 
In consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
 
1.                   Exchange of Warrants.
 
(a)    Exchange of Warrants.  If the Company receives proceeds exceeding Seven Million Dollars ($7,000,000) in the Proposed Offering (the date such proceeds are raised, the “Trigger Date”) and the Common Stock is listed on a national securities exchange, then:
 
(i)          Effective as of the Trigger Date, all outstanding Warrants and all rights thereunder shall immediately be deemed to be transferred and assigned to the Company, and the Warrants shall automatically terminate; and
 
(ii)        In exchange for the transfer and assignment of the Warrants as described in Section 1(a), within five (5) business days after the Authorization Date (as defined below), the Company shall issue to each Investor the number of shares of Common Stock listed in the last column of the table on Exhibit A, which number reflects the proposed Reverse Split and shall be further subject to adjustment for other stock splits, stock dividends and recapitalizations.  The shares of Common Stock that are issued to Investor pursuant to the immediately preceding sentence shall be referred to herein as the “Shares”.  The parties understand that the number of shares issuable hereunder reflects consummation of a proposed 200 for 1 reverse stock split of the Common Stock (“Reverse Split”).
(b)            Authorization of Shares.  The Investor understands that based upon the number of shares of Common Stock currently authorized under the Company’s articles of incorporation, the Company will not have a sufficient number of authorized shares of Common Stock to enable the Company to complete the Proposed Offering and to issue the Shares.  Further, the Investors understand that to increase the authorized number of shares of Common Stock, the Company will need to obtain shareholder approval.  At the next meeting of the Company’s shareholders, which meeting shall occur no later than July 1, 2014, the Company shall seek shareholder approval to amend the Company’s articles of incorporation to increase the authorized number of shares of Common Stock to enable the Company to issue the Shares.  The date that the Company receives sufficient shareholder approval to so amend it articles of incorporation shall be referred to as the “Authorization Date”.
 
(c)    Restrictions on Warrant Exercise.  Unless this Agreement has terminated pursuant to Section 1(e) below, Investor shall not exercise any portion of the Warrant.
 
(d)    Restrictions on Transfer.  Unless this Agreement has terminated pursuant to Section 1(e) below, Investor shall not sell, pledge, assign or otherwise transfer the Warrants without the prior written consent of the Company.
 
(e)    Termination.  If the Trigger Date does not occur on or before January 31, 2014, this Agreement shall terminate in its entirety and be of no further force or effect.
 
2.                   Representations and Warranties of the Company. The Company represents and warrants to Investor as of the date hereof and as of the Trigger Date, as follows:
 
(a)    Authority. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the part of the Company.
 
(b)    Issuance of Shares.  The Shares are duly authorized and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company other than restrictions on transfer provided for herein.
 
(c)    Enforceability.  This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
 
(d)    Non-Contravention. The authorization, execution and delivery by the Company of this Agreement and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the Company’s Articles of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; or (ii) violate any provision of any material agreement to which the Company is a party or by which it is bound.
3.                   Representations and Warranties of Investor. Investor represents and warrants to the Company as of the date hereof and as of the Trigger Date as follows:
 
(a)    Warrants.  The aggregate number of shares currently underlying the Warrants as of the Effective Date is described accurately on Exhibit A.
 
(b)    Authority.  Investor has full right, power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to perform his obligations hereunder.
 
(c)    Enforceability.  This Agreement has been duly executed and delivered by Investor and is a valid and binding agreement, enforceable against Investor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity.
 
(d)    Information on Company.   Investor has been furnished with information regarding the business, operations and financial condition of the Company, including without limitation, the Company’s most recent Form 10-K filed with the Commission before entering into this Agreement, all Forms 10-Q and 8-K filed subsequent to such Form 10-K, all exhibits filed with such Forms 10-K, 10-Q and/or 8-K, and all filings made with the Commission available at the EDGAR website.  In addition, Investor has received such other information concerning the Company’s operations, financial condition and other matters as Investor has requested in writing, and considered all factors Investor deems material in deciding on the advisability of entering into the transactions contemplated hereby.
 
(e)    Accredited Investor.  Investor is, and will be on the Trigger Date, an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.  Investor is experienced in investments and business matters and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable Investor to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed transactions contemplated hereby.
 
(f)    Purchase for Own Account.  The Shares will be acquired by Investor for investment for Investor's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act of 1933, as amended (“1933 Act”).
 
(g)    Pre-Existing Relationship.  Investor has a pre-existing personal or business relationship with the Company and/or one or more of its officers or directors
 
(h)    Restricted Securities; No Market.  Investor understands that the Shares constitute “restricted securities” under the 1933 Act and Rule 144 promulgated thereunder, and that such securities may be resold without registration under the 1933 Act only in certain limited circumstances.  In this connection, Investor is familiar with Rule 144 and understands the resale limitations imposed thereby and by the 1933 Act.
(i)    Lock-up Agreements.  Investor understands that if Investor is or becomes a party to a lock-up agreement (“Lock-up Agreement”) with the Company and/or the underwriter for the Proposed Offering that restricts the transfer of the Shares, the transfer restrictions in the Lock-up Agreement are independent of and in addition to the transfer restrictions contained herein.  No provision of this Agreement or the Lock-up Agreement shall operate to limit the transfer restrictions imposed by the other agreement.
 
(j)    Ownership of Securities.  Investor owns and has valid title to the Warrants referenced on Exhibit A, free and clear of all liens.  Investor has not sold, assigned or otherwise transferred to any third party any of the Investor's right, title or interest in or to any of such Warrants, and the Investor has not agreed to do the same.
 
(k)    No Tax or Legal Advice.  Investor understands that nothing in this Agreement, any other agreement or any other materials presented to Investor in connection with the transactions contemplated hereby constitutes legal, tax or investment advice.  Investor has consulted such legal, tax and investment advisors as Investor, in Investor’s sole discretion, has deemed necessary or appropriate in connection with its decision to enter into this Agreement.
 
4.                   Transfer Restrictions.  Investor understands that (i) the Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) Investor shall have delivered to the Company an opinion of counsel to the Company, in a form reasonably acceptable to the Company, to the effect that the Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) Investor provides the Company with reasonable assurance that such Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act and (ii) the Company is under any obligation to register the Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
 
5.                    Legends.  The share certificate evidencing the Shares shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):
 
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
6.                    Miscellaneous.
 
(a)    Waivers and Amendments.  Except as expressly provided otherwise herein, this Agreement may not be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and Investor.
 
(b)    Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other state.
 
(c)    Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
 
(d)    Successors and Assigns. The rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
(e)    Assignment by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Investor.
 
(f)    Entire Agreement. This Agreement constitutes and contains the entire agreement among the Company and Investor regarding the subject matter hereof and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.
 
(g)    Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party as follows:  (i) if to Investor, at Investor’s address or facsimile number set forth on Exhibit B, or at such other address as Investor shall have furnished the Company in writing, or (ii) if to the Company, at 6720 N. Scottsdale Road, Suite 390, Scottsdale, Arizona 85253, facsimile: (602) 522-3001, Attn:  Chief Executive Officer, or at such other address or facsimile number as the Company shall have furnished to the Investor in writing.  All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.
 
(h)    Separability of Agreements; Severability of this Agreement. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(i)    Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute the same agreement.  Electronic copies of signed signature pages will be deemed binding originals.
 
[Signature Page Follows]
The parties have caused this Warrant Exchange Agreement to be duly executed and delivered as of the date and year first written above.

 
COMPANY:
 
 
 
RICEBRAN TECHNOLOGIES
 
 
a California corporation
 
 
 
By:
/s/ J. Dale Belt
 
 
 
J. Dale Belt, Chief Financial Officer
 

INVESTOR:
 
 
 
/s/ Arthur Newman
 
Arthur Newman
 
 
[Signature Page for Warrant Exchange Agreement]

EXHIBIT A
 
SHARES ISSUABLE ON TRIGGER DATE
 
The table below sets forth (i) the number of shares of Common Stock underlying the Warrants held by Investor as of the Effective Date, (ii) the number of Shares that would have been issued to Investor pursuant to this Agreement if the Reverse Split was not completed and (iii) the number of Shares that will be issued to Investor pursuant to this Agreement, assuming completion of the Reverse Split.
 
Investor
Date Warrant
Initially Issued
Shares
Currently
Underlying
Warrants
Shares Issuable
Without
Reverse Stock
Split
Shares
Issuable After Reverse Stock
Split
Arthur Newman
January 17, 2012
214,286
353,572
1,768
Arthur Newman
January 18, 2012
571,429
942,858
4,714
Arthur Newman
July 31, 2012
125,000
206,250
1,031
Arthur Newman
August 31, 2012
12,000
19,800
99
Total
 
 922,715 1,522,480 7,612

EXHIBIT B
 
ADDRESSES FOR NOTICE

 
INVESTOR
 
ADDRESS FOR NOTICE
   
Arthur Newman
 
 
 
 EX-4.10 5 ex4_10.htm EXHIBIT 4.10
Exhibit 4.10

WARRANT EXCHANGE AGREEMENT
 
This Warrant Exchange Agreement (“Agreement”), dated as of November 13, 2013 (“Effective Date”), is entered into by and between RiceBran Technologies, a California corporation (the “Company”), and David Kolb (“Investor”). The parties agree as follows:
 
RECITALS
 
A.                 Investor holds warrants (each a “Warrant” and collectively, the “Warrants”) to purchase shares of the Company’s common stock (“Common Stock”) that are listed on Exhibit A hereto.
 
B.                 The Company has filed with the United States Securities and Exchange Commission a registration statement on Form S-1 (Registration Number 333-191448) relating to the proposed offering and sale of Company securities (“Proposed Offering”).
 
C.                 The underwriter for the Proposed Offering has advised the Company that in order to facilitate the sale of securities in the Proposed Offering, the Warrants should be exchanged for shares of Common Stock.
 
AGREEMENT
 
In consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
 
1.                   Exchange of Warrants.
 
(a)    Exchange of Warrants.  If the Company receives proceeds exceeding Seven Million Dollars ($7,000,000) in the Proposed Offering (the date such proceeds are raised, the “Trigger Date”) and the Common Stock is listed on a national securities exchange, then:
 
(i)              Effective as of the Trigger Date, all outstanding Warrants and all rights thereunder shall immediately be deemed to be transferred and assigned to the Company, and the Warrants shall automatically terminate; and
 
(ii)             In exchange for the transfer and assignment of the Warrants as described in Section 1(a), within five (5) business days after the Authorization Date (as defined below), the Company shall issue to each Investor the number of shares of Common Stock listed in the last column of the table on Exhibit A, which number reflects the proposed Reverse Split and shall be further subject to adjustment for other stock splits, stock dividends and recapitalizations.  The shares of Common Stock that are issued to Investor pursuant to the immediately preceding sentence shall be referred to herein as the “Shares”.  The parties understand that the number of shares issuable hereunder reflects consummation of a proposed 200 for 1 reverse stock split of the Common Stock (“Reverse Split”).
(b)            Authorization of Shares.  The Investor understands that based upon the number of shares of Common Stock currently authorized under the Company’s articles of incorporation, the Company will not have a sufficient number of authorized shares of Common Stock to enable the Company to complete the Proposed Offering and to issue the Shares.  Further, the Investors understand that to increase the authorized number of shares of Common Stock, the Company will need to obtain shareholder approval.  At the next meeting of the Company’s shareholders, which meeting shall occur no later than July 1, 2014, the Company shall seek shareholder approval to amend the Company’s articles of incorporation to increase the authorized number of shares of Common Stock to enable the Company to issue the Shares.  The date that the Company receives sufficient shareholder approval to so amend it articles of incorporation shall be referred to as the “Authorization Date”.
 
(c)            Restrictions on Warrant Exercise.  Unless this Agreement has terminated pursuant to Section 1(e) below, Investor shall not exercise any portion of the Warrant.
 
(d)    Restrictions on Transfer.  Unless this Agreement has terminated pursuant to Section 1(e) below, Investor shall not sell, pledge, assign or otherwise transfer the Warrants without the prior written consent of the Company.
 
(e)    Termination.  If the Trigger Date does not occur on or before January 31, 2014, this Agreement shall terminate in its entirety and be of no further force or effect.
 
2.                   Representations and Warranties of the Company. The Company represents and warrants to Investor as of the date hereof and as of the Trigger Date, as follows:
 
(a)    Authority. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the part of the Company.
 
(b)    Issuance of Shares.  The Shares are duly authorized and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company other than restrictions on transfer provided for herein.
 
(c)    Enforceability.  This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
 
(d)    Non-Contravention. The authorization, execution and delivery by the Company of this Agreement and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the Company’s Articles of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; or (ii) violate any provision of any material agreement to which the Company is a party or by which it is bound.
3.                   Representations and Warranties of Investor. Investor represents and warrants to the Company as of the date hereof and as of the Trigger Date as follows:
 
(a)    Warrants.  The aggregate number of shares currently underlying the Warrants as of the Effective Date is described accurately on Exhibit A.
 
(b)    Authority.  Investor has full right, power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to perform his obligations hereunder.
 
(c)    Enforceability.  This Agreement has been duly executed and delivered by Investor and is a valid and binding agreement, enforceable against Investor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity.
 
(d)    Information on Company.   Investor has been furnished with information regarding the business, operations and financial condition of the Company, including without limitation, the Company’s most recent Form 10-K filed with the Commission before entering into this Agreement, all Forms 10-Q and 8-K filed subsequent to such Form 10-K, all exhibits filed with such Forms 10-K, 10-Q and/or 8-K, and all filings made with the Commission available at the EDGAR website.  In addition, Investor has received such other information concerning the Company’s operations, financial condition and other matters as Investor has requested in writing, and considered all factors Investor deems material in deciding on the advisability of entering into the transactions contemplated hereby.
 
(e)    Accredited Investor.  Investor is, and will be on the Trigger Date, an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.  Investor is experienced in investments and business matters and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable Investor to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed transactions contemplated hereby.
 
(f)    Purchase for Own Account.  The Shares will be acquired by Investor for investment for Investor's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act of 1933, as amended (“1933 Act”).
 
(g)    Pre-Existing Relationship.  Investor has a pre-existing personal or business relationship with the Company and/or one or more of its officers or directors
 
(h)    Restricted Securities; No Market.  Investor understands that the Shares constitute “restricted securities” under the 1933 Act and Rule 144 promulgated thereunder, and that such securities may be resold without registration under the 1933 Act only in certain limited circumstances.  In this connection, Investor is familiar with Rule 144 and understands the resale limitations imposed thereby and by the 1933 Act.
(i)    Lock-up Agreements.  Investor understands that if Investor is or becomes a party to a lock-up agreement (“Lock-up Agreement”) with the Company and/or the underwriter for the Proposed Offering that restricts the transfer of the Shares, the transfer restrictions in the Lock-up Agreement are independent of and in addition to the transfer restrictions contained herein.  No provision of this Agreement or the Lock-up Agreement shall operate to limit the transfer restrictions imposed by the other agreement.
 
(j)    Ownership of Securities.  Investor owns and has valid title to the Warrants referenced on Exhibit A, free and clear of all liens.  Investor has not sold, assigned or otherwise transferred to any third party any of the Investor's right, title or interest in or to any of such Warrants, and the Investor has not agreed to do the same.
 
(k)    No Tax or Legal Advice.  Investor understands that nothing in this Agreement, any other agreement or any other materials presented to Investor in connection with the transactions contemplated hereby constitutes legal, tax or investment advice.  Investor has consulted such legal, tax and investment advisors as Investor, in Investor’s sole discretion, has deemed necessary or appropriate in connection with its decision to enter into this Agreement.
 
4.                   Transfer Restrictions.  Investor understands that (i) the Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) Investor shall have delivered to the Company an opinion of counsel to the Company, in a form reasonably acceptable to the Company, to the effect that the Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) Investor provides the Company with reasonable assurance that such Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act and (ii) the Company is under any obligation to register the Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
 
5.                    Legends.  The share certificate evidencing the Shares shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):
 
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
6.                    Miscellaneous.
 
(a)    Waivers and Amendments.  Except as expressly provided otherwise herein, this Agreement may not be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and Investor.
 
(b)    Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other state.
 
(c)    Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
 
(d)    Successors and Assigns. The rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
(e)    Assignment by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Investor.
 
(f)    Entire Agreement. This Agreement constitutes and contains the entire agreement among the Company and Investor regarding the subject matter hereof and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.
 
(g)    Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party as follows:  (i) if to Investor, at Investor’s address or facsimile number set forth on Exhibit B, or at such other address as Investor shall have furnished the Company in writing, or (ii) if to the Company, at 6720 N. Scottsdale Road, Suite 390, Scottsdale, Arizona 85253, facsimile: (602) 522-3001, Attn:  Chief Executive Officer, or at such other address or facsimile number as the Company shall have furnished to the Investor in writing.  All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.
 
(h)    Separability of Agreements; Severability of this Agreement. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(i)    Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute the same agreement.  Electronic copies of signed signature pages will be deemed binding originals.
 
[Signature Page Follows]
The parties have caused this Warrant Exchange Agreement to be duly executed and delivered as of the date and year first written above.

 
COMPANY:
 
 
 
RICEBRAN TECHNOLOGIES
 
 
a California corporation
 
 
 
By:
/s/ J. Dale Belt
 
 
 
J. Dale Belt, Chief Financial Officer
 

INVESTOR:
 
 
 
/s/ David Kolb
 
David Kolb
 
 
[Signature Page for Warrant Exchange Agreement]
EXHIBIT A
 
SHARES ISSUABLE ON TRIGGER DATE
 
The table below sets forth (i) the number of shares of Common Stock underlying the Warrants held by Investor as of the Effective Date, (ii) the number of Shares that would have been issued to Investor pursuant to this Agreement if the Reverse Split was not completed and (iii) the number of Shares that will be issued to Investor pursuant to this Agreement, assuming completion of the Reverse Split.
 
Investor
Date Warrant
Initially Issued
Shares
Currently
Underlying
Warrants
Shares Issuable
Without
Reverse Stock
Split
Shares
Issuable After Reverse Stock
Split
David Kolb
July 1, 2009
 142,857
235,714
1,179
Total
 
 142,857
235,714
1,179

EXHIBIT B
 
ADDRESSES FOR NOTICE

INVESTOR
ADDRESS FOR NOTICE
   
David Kolb
 
 
 
 EX-4.11 6 ex4_11.htm EXHIBIT 4.11
Exhibit 4.11

WARRANT EXCHANGE AGREEMENT
 
This Warrant Exchange Agreement (“Agreement”), dated as of November 13, 2013 (“Effective Date”), is entered into by and among RiceBran Technologies, a California corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (each an “Investor” and, collectively, the “Investors”). The parties agree as follows:
 
RECITALS
 
A.                 The Investors listed on Exhibit A hereto hold warrants (each a “Warrant” and collectively, the “Warrants”) to purchase shares of the Company’s common stock (“Common Stock”) that are listed on Exhibit A.
 
B.                 The Company has filed with the United States Securities and Exchange Commission a registration statement on Form S-1 (Registration Number 333-191448) relating to the proposed offering and sale of Company securities (“Proposed Offering”).
 
C.                  The underwriter for the Proposed Offering has advised the Company that in order to facilitate the sale of securities in the Proposed Offering, the Warrants should be exchanged for shares of Common Stock.
 
AGREEMENT
 
In consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
 
1.                    Exchange of Warrants.
 
(a)      Exchange of Warrants.  If the Company receives proceeds exceeding Seven Million Dollars ($7,000,000) in the Proposed Offering (the date such proceeds are raised, the “Trigger Date”) and the Common Stock is listed on a national securities exchange, then:
 
(i)    Effective as of the Trigger Date, all outstanding Warrants and all rights thereunder shall immediately be deemed to be transferred and assigned to the Company, and the Warrants shall automatically terminate; and
 
(ii)    In exchange for the transfer and assignment of the Warrants as described in Section 1(a), within five (5) business days after the Authorization Date (as defined below), the Company shall issue to each Investor the number of shares of Common Stock listed in the last column of the table on Exhibit A, which number reflects the proposed Reverse Split and shall be further subject to adjustment for other stock splits, stock dividends and recapitalizations.  The shares of Common Stock that are issued to the Investors pursuant to the immediately preceding sentence shall be referred to herein as the “Shares”.  The parties understand that the number of shares issuable hereunder reflects consummation of a proposed 200 for 1 reverse stock split of the Common Stock (“Reverse Split”).
(b)            Authorization of Shares.  The Investor understands that based upon the number of shares of Common Stock currently authorized under the Company’s articles of incorporation, the Company will not have a sufficient number of authorized shares of Common Stock to enable the Company to complete the Proposed Offering and to issue the Shares.  Further, the Investors understand that to increase the authorized number of shares of Common Stock, the Company will need to obtain shareholder approval.  At the next meeting of the Company’s shareholders, which meeting shall occur no later than July 1, 2014, the Company shall seek shareholder approval to amend the Company’s articles of incorporation to increase the authorized number of shares of Common Stock to enable the Company to issue the Shares.  The date that the Company receives sufficient shareholder approval to so amend it articles of incorporation shall be referred to as the “Authorization Date”.
 
(c)    Restrictions on Warrant Exercise.  Unless this Agreement has terminated pursuant to Section 1(e) below, Investor shall not exercise any portion of the Warrant.
 
(d)    Restrictions on Transfer.  Unless this Agreement has terminated pursuant to Section 1(e) below, no Investor shall sell, pledge, assign or otherwise transfer the Warrants without the prior written consent of the Company.
 
(e)    Termination.  If the Trigger Date does not occur on or before January 31, 2014, this Agreement shall terminate in its entirety and be of no further force or effect.
 
2.                    Representations and Warranties of the Company. The Company represents and warrants to each Investor as of the date hereof and as of the Trigger Date, as follows:
 
(a)    Authority. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the part of the Company.
 
(b)    Issuance of Shares.  The Shares are duly authorized and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company other than restrictions on transfer provided for herein.
 
(c)    Enforceability.  This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
 
(d)    Non-Contravention. The authorization, execution and delivery by the Company of this Agreement and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the Company’s Articles of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; or (ii) violate any provision of any material agreement to which the Company is a party or by which it is bound.
3.                    Representations and Warranties of Investors. Each Investor, for that Investor alone, represents and warrants to the Company as of the date hereof and as of the Trigger Date as follows:
 
(a)    Warrants.  The aggregate number of shares currently underlying the Warrants held by such Investor as of the Effective Date is described accurately on Exhibit A.
 
(b)    Organization; Authority.  If an entity, such Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.  The Investor has full right, power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder.
 
(c)    Authority; Enforceability.  This Agreement has been duly authorized, executed and delivered by the Investor and is a valid and binding agreement, enforceable against Investor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity.
 
(d)    Information on Company.   The Investor has been furnished with information regarding the business, operations and financial condition of the Company, including without limitation, the Company’s most recent Form 10-K filed with the Commission before entering into this Agreement, all Forms 10-Q and 8-K filed subsequent to such Form 10-K, all exhibits filed with such Forms 10-K, 10-Q and/or 8-K, and all filings made with the Commission available at the EDGAR website.  In addition, the Investor has received such other information concerning the Company’s operations, financial condition and other matters as the Investor has requested in writing, and considered all factors the Investor deems material in deciding on the advisability of entering into the transactions contemplated hereby.
 
(e)    Accredited Investor.  The Investor is, and will be on the Trigger Date, an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.  Such Investor is experienced in investments and business matters and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Investor to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed transactions contemplated hereby.
 
(f)    Purchase for Own Account.  The Shares will be acquired by the Investor for investment for the Investor's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act of 1933, as amended (“1933 Act”).
 
(g)    Pre-Existing Relationship.  The Investor has a pre-existing personal or business relationship with the Company and/or one or more of its officers or directors
(h)    Restricted Securities; No Market.  The Investor understands that the Shares constitute “restricted securities” under the 1933 Act and Rule 144 promulgated thereunder, and that such securities may be resold without registration under the 1933 Act only in certain limited circumstances.  In this connection, the Investor is familiar with Rule 144 and understands the resale limitations imposed thereby and by the 1933 Act.
 
(i)    Lock-up Agreements.  The Investor understands that if the Investor is or becomes a party to a lock-up agreement (“Lock-up Agreement”) with the Company and/or the underwriter for the Proposed Offering that restricts the transfer of the Shares, the transfer restrictions in the Lock-up Agreement are independent of and in addition to the transfer restrictions contained herein.  No provision of this Agreement or the Lock-up Agreement shall operate to limit the transfer restrictions imposed by the other agreement.
 
(j)    Ownership of Securities.  The Investor owns and has valid title to the Warrants referenced on Exhibit A next to the Investors name, free and clear of all liens.  The Investor has not sold, assigned or otherwise transferred to any third party any of the Investor's right, title or interest in or to any of such Warrants, and the Investor has not agreed to do the same.
 
(k)    No Tax or Legal Advice.  The Investor understands that nothing in this Agreement, any other agreement or any other materials presented to the Investor in connection with the transactions contemplated hereby constitutes legal, tax or investment advice.  The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its decision to enter into this Agreement.
 
4.                   Transfer Restrictions.  Each Investor understands that (i) the Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel to the Company, in a form reasonably acceptable to the Company, to the effect that the Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Investor provides the Company with reasonable assurance that such Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act and (ii) the Company is under any obligation to register the Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
 
5.                    Legends.  The share certificate evidencing the Shares shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):
 
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
6.                    Miscellaneous.
 
(a)    Waivers and Amendments.  Except as expressly provided otherwise herein, this Agreement may not be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and Baruch Halpern.
 
(b)    Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other state.
 
(c)    Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
 
(d)    Successors and Assigns. The rights and obligations of the Company and the Investors shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
(e)    Assignment by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Baruch Halpern.
 
(f)    Entire Agreement. This Agreement constitutes and contains the entire agreement among the Company and Investors regarding the subject matter hereof and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.
 
(g)    Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party as follows:  (i) if to an Investor, at such Investor’s address or facsimile number set forth on Exhibit B, or at such other address as such Investor shall have furnished the Company in writing, or (ii) if to the Company, at 6720 N. Scottsdale Road, Suite 390, Scottsdale, Arizona 85253, facsimile: (602) 522-3001, Attn:  Chief Executive Officer, or at such other address or facsimile number as the Company shall have furnished to the Investors in writing.  All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.
 
(h)    Separability of Agreements; Severability of this Agreement. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(i)    Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute the same agreement.  Electronic copies of signed signature pages will be deemed binding originals.
 
[Signature Page Follows]
The parties have caused this Warrant Exchange Agreement to be duly executed and delivered as of the date and year first written above.

 
COMPANY:
 
 
RICEBRAN TECHNOLOGIES
 
a California corporation
 
 
By:
/s/ J. Dale Belt
 
 
J. Dale Belt, Chief Financial Officer

INVESTORS:
 
 
 
/s/ Baruch Halpern
 
Baruch Halpern
 
 
 
Baruch Halpern and Shoshana Halpern:
 
 
 
/s/ Baruch Halpern
 
Baruch Halpern
 
 
 
/s/ Shoshana Halpern
 
Shoshana Halpern
 
 
 
Baruch Halpern Revocable Trust:
 
 
 
/s/ Baruch Halpern
 
Baruch Halpern, Trustee
 
 
 
/s/ Joseph Halpern
 
Joseph Halpern
 
 
 
/s/ Yael Simpson
 
Yael Simpson
 
 
[Signature Page for Warrant Exchange Agreement]

EXHIBIT A
 
SHARES ISSUABLE ON TRIGGER DATE
 
The table below sets forth for each Investor (i) the number of shares of Common Stock underlying the Warrants held by the Investor as of the Effective Date, (ii) the number of Shares that would have been issued to each Investor pursuant to this Agreement if the Reverse Split was not completed and (iii) the number of Shares that will be issued to each Investor pursuant to this Agreement, assuming completion of the Reverse Split.
 
Investor
Date Warrant
Initially Issued
Shares
Currently
Underlying
Warrants
Shares Issuable
Without
Reverse Stock
Split
Shares
Issuable After Reverse Stock
Split
Baruch Halpern
January 17, 2012
321,429
530,358
2,652
Baruch Halpern
January 18, 2012
1,017,857
1,679,464
8,397
Baruch Halpern
May 17, 2012
17,857
29,464
147
Baruch Halpern
July 31, 2012
178,571
294,642
1,473
Baruch Halpern
July 31, 2012
178,571
294,642
1,473
Baruch Halpern
August 31, 2012
41,571
68,592
343
Baruch Halpern and Shoshana Halpern
January 18, 2012
456,857
753,814
3,769
Baruch Halpern Revocable Trust
January 18, 2012
6,923,886
11,424,412
57,122
Joseph Halpern
January 18, 2012
365,486
603,051
3,015
Yael Simpson
January 18, 2012
365,486
603,052
3,015
Total
 
9,867,571
 16,281,491 81,406

EXHIBIT B
 
ADDRESSES FOR NOTICE

INVESTOR
ADDRESS FOR NOTICE
Baruch Halpern
 
Baruch Halpern and Shoshana Halpern
 
Baruch Halpern Revocable Trust
 
Joseph Halpern
 
Yael Simpson
 
 
 
 EX-4.12 7 ex4_12.htm EXHIBIT 4.12
Exhibit 4.12

WARRANT EXCHANGE AGREEMENT
 
This Warrant Exchange Agreement (“Agreement”), dated as of November 13, 2013 (“Effective Date”), is entered into by and among RiceBran Technologies, a California corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (each an “Investor” and, collectively, the “Investors”). The parties agree as follows:
 
RECITALS
 
A.            The Company and the Investors are parties to a Note and Warrant Purchase Agreement, originally dated January 17, 2012 (as amended thereafter, the “Purchase Agreement”), pursuant to which the Investors purchased from the Company convertible promissory notes (as amended, the “Notes”) and warrants to purchase shares of the Company’s Common Stock (as amended, the “Warrants”).
 
B.            The Company has filed with the United States Securities and Exchange Commission a registration statement on Form S-1 (Registration Number 333-191448) relating to the proposed offering and sale of Company securities (“Proposed Offering”)
 
C.            The underwriter for the Proposed Offering has advised the Company that in order to facilitate the sale of securities in the Proposed Offering, the Warrants should be exchanged for shares of the Company’s common stock (“Common Stock”).
 
D.            The Investors acknowledge that the Proposed Offering would benefit the Investors and desire to complete the transaction contemplated hereby to enable the consummation of the Proposed Offering.
 
AGREEMENT
 
In consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
 
1.                   Exchange of Warrants.
 
(a)      Exchange of Warrants.  If the Company receives proceeds exceeding Seven Million Dollars ($7,000,000) in the Proposed Offering (the date such proceeds are raised, the “Trigger Date”) and the Common Stock is listed on a national securities exchange, then:
 
(i)    Effective as of the Trigger Date, all outstanding Warrants and all rights thereunder shall immediately be deemed to be transferred and assigned to the Company, and the Warrants will cease to be exercisable thereafter; and
 
(ii)    Within five (5) business days after the Authorization Date (as defined below), the Company shall issue to each Investor the number of shares of Common Stock listed in the last column of the table on Exhibit A, which number reflects the proposed Reverse Split and shall be further subject to adjustment for other stock splits, stock dividends and recapitalizations.  The shares of Common Stock that are issued to the Investors pursuant to the immediately preceding sentence shall be referred to herein as the “Shares”.  The parties understand that the number of Shares issuable hereunder reflects a proposed 200 for 1 reverse stock split of the Common Stock (“Reverse Split”).
(b)    Authorization of Shares.  The Investors understand that based upon the number of shares of Common Stock currently authorized under the Company’s articles of incorporation, the Company will not have a sufficient number of authorized shares of Common Stock to enable the Company to complete the Proposed Offering and to issue the Shares.  Further, the Investors understand that to increase the authorized number of shares of Common Stock, the Company will need to obtain shareholder approval.  At the next meeting of the Company’s shareholders, which meeting shall occur no later than July 1, 2014, the Company shall seek shareholder approval to amend the Company’s articles of incorporation to increase the authorized number of shares of Common Stock to enable the Company to issue the Shares.  The date that the Company receives sufficient shareholder approval to so amend it articles of incorporation shall be referred to as the “Authorization Date”.
 
(c)    Default.  If the Authorization Date does not occur on or before July 1, 2014 or if the Shares are not issued within ten (10) business days after the Authorization Date, then, a Majority in Interest (as defined in the Notes) may declare an event of default under the Notes so long as the Shares have not been issued.
 
(d)    Restrictions on Transfer.  Unless this Agreement has terminated pursuant to Section 1(e) below, no Investor shall, without the prior written consent of the Company, (i) sell, pledge, assign or otherwise transfer the Notes or Warrants or (ii) exercise a Warrant for, or convert a Note into, Common Stock.
 
(e)    Termination.  If the Trigger Date does not occur on or before January 31, 2014, this Agreement shall terminate in its entirety and be of no further force or effect.
 
2.                   Representations and Warranties of the Company. The Company represents and warrants to each Investor as of the date hereof and as of the Trigger Date, as follows:
 
(a)    Authority. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the part of the Company.
 
(b)    Issuance of Shares.  The Shares are duly authorized and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company other than restrictions on transfer provided for herein.
 
(c)    Enforceability.  This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(d)    Non-Contravention. The authorization, execution and delivery by the Company of this Agreement and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the Company’s Articles of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; or (ii) violate any provision of any material agreement to which the Company is a party or by which it is bound.
 
3.                    Representations and Warranties of Investors. Each Investor, for that Investor alone, represents and warrants to the Company as of the date hereof and as of the Trigger Date as follows:
 
(a)    Notes and Warrants.  The aggregate number of shares underlying the Warrants held by such Investor as of the Effective Date is described accurately on Exhibit A.  The total outstanding principal amounts outstanding under the Notes held by such Investor as of October 31, 2013 is described accurately on Exhibit A.
 
(b)    Organization; Authority.  If an entity, such Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.  The Investor has full right, power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder.
 
(c)    Authority; Enforceability.  This Agreement has been duly authorized, executed and delivered by the Investor and is a valid and binding agreement, enforceable against Investor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity.
 
(d)    Information on Company.   The Investor has been furnished with information regarding the business, operations and financial condition of the Company, including without limitation, the Company’s most recent Form 10-K filed with the Commission before entering into this Agreement, all Forms 10-Q and 8-K filed subsequent to such Form 10-K, all exhibits filed with such Forms 10-K, 10-Q and/or 8-K, and all filings made with the Commission available at the EDGAR website.  In addition, the Investor has received such other information concerning the Company’s operations, financial condition and other matters as the Investor has requested in writing, and considered all factors the Investor deems material in deciding on the advisability of entering into the transactions contemplated hereby.
 
(e)    No Anti-dilution Adjustment.  The Investor understands that the determination regarding the number of Shares that will be issuable to the Investor hereunder will be made prior to the Proposed Offering and that the Proposed Offering will not trigger any adjustments to the number of shares of Common Stock underlying the Notes or the Warrants.
(f)    Accredited Investor.  The Investor is, and will be on the Trigger Date, an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.  Such Investor is experienced in investments and business matters and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Investor to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed transactions contemplated hereby.
 
(g)    Purchase for Own Account.  The Shares will be acquired by the Investor for investment for the Investor's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act of 1933, as amended (“1933 Act”).
 
(h)    Pre-Existing Relationship.  The Investor has a pre-existing personal or business relationship with the Company and/or one or more of its officers or directors
 
(i)    Restricted Securities; No Market.  The Investor understands that the Shares constitute “restricted securities” under the 1933 Act and Rule 144 promulgated thereunder, and that such securities may be resold without registration under the 1933 Act only in certain limited circumstances.  In this connection, the Investor is familiar with Rule 144 and understands the resale limitations imposed thereby and by the 1933 Act.
 
(j)    Lock-up Agreements.  The Investor understands that if the Investor is or becomes a party to a lock-up agreement (“Lock-up Agreement”) with the Company and/or the underwriter for the Proposed Offering that restricts the transfer of the Shares, the transfer restrictions in the Lock-up Agreement are independent of and in addition to the transfer restrictions contained herein.  No provision of this Agreement or the Lock-up Agreement shall operate to limit the transfer restrictions imposed by the other agreement.
 
(k)    Ownership of Securities.  The Investor owns and has valid title to the Warrants and Notes referenced on Exhibit A next to the Investors name, free and clear of all liens.  The Investor has not sold, assigned or otherwise transferred to any third party any of the Investor's right, title or interest in or to any of such Warrants or Notes, and the Investor has not agreed to do the same.
 
(l)    No Tax or Legal Advice.  The Investor understands that nothing in this Agreement, any other agreement or any other materials presented to the Investor in connection with the transactions contemplated hereby constitutes legal, tax or investment advice.  The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its decision to enter into this Agreement.
 
4.                  Transfer Restrictions.  Each Investor understands that (i) the Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel to the Company, in a form reasonably acceptable to the Company, to the effect that the Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Investor provides the Company with reasonable assurance that such Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act and (ii) the Company is under any obligation to register the Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
5.                    Legends.  The share certificate evidencing the Shares shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):
 
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
 
6.                    Miscellaneous.
 
(a)    Waivers and Amendments.  Except as expressly provided otherwise herein, this Agreement may not be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and Investors holding Notes representing a majority of the principal amount of all Notes (“Majority in Interest”).
 
(b)    Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other state.
 
(c)    Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
 
(d)    Successors and Assigns. The rights and obligations of the Company and the Investors shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
(e)    Assignment by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Investors holding a Majority in Interest.
 
(f)    Entire Agreement. This Agreement constitutes and contains the entire agreement among the Company and Investors regarding the subject matter hereof and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.
(g)    Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party in the manner provided in the Purchase Agreement and shall be deemed effectively given as provided in the Purchase Agreement.
 
(h)    Separability of Agreements; Severability of this Agreement. Any invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Investor whether arising by reason of the law of the respective Investor’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other Investors.  If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
(i)    Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute the same agreement.  Electronic copies of signed signature pages will be deemed binding originals.
 
[Signature Page Follows]
The parties have caused this Warrant Exchange Agreement to be duly executed and delivered as of the date and year first written above.

 
COMPANY:
 
 
RICEBRAN TECHNOLOGIES
 
a California corporation
 
 
By:
/s/ J. Dale Bel
 
 
 
Jerry Dale Belt, Chief Financial Officer
 

 
INVESTORS:
 
 
 
 
 
Name of Investor
 
 
 
 
 
/s/
 
 
 
Signature of Investor
 
 
 
 
 
 
Title of Signatory, if applicable
 
[Signature Page for Warrant Exchange Agreement]

EXHIBIT A
 
SHARES ISSUABLE ON TRIGGER DATE
 
The table below sets for each Investor, (i) the number of shares of Common Stock underlying all Warrants held by each Investor as of October 31, 2013, (ii) the outstanding principal amounts of all Notes held by each Investor as of October 31, 2013, (iii) the number of Shares that would have been issued to each Investor pursuant to this Agreement if the Reverse Split was not completed and (iv) the number of Shares that will be issued to each Investor pursuant to this Agreement, assuming completion of the Reverse Split.
 
Investor
Shares
Underlying
Warrants
Outstanding
Principal on
Notes
Shares Issuable
Without Reverse Stock Split
Shares Issuable
After Reverse
Stock Split
The Shoshana Shapiro Halpern Revocable Trust UA June 13, 2006
35,714,286
$2,500,000
122,053,576
610,268
Gregory J. Vislocky
22,845,791
$1,599,205
103,720,399
517,692
Brian Rick Delamarter
8,571,429
$500,000
24,410,715
122,054
Harold Guy Delamarter
7,142,858
$500,000
24,410,717
122,054
Weintraub Partners
4,029,148
$282,041
13,497,487
67,487
Alon Gibli
3,928,572
$275,000
13,425,895
67,129
Michael Geliebter
2,571,429
$150,000
7,323,215
36,616
Baruch Halpern IRA
1,428,571
$100,000
4,882,142
24,411
W. John Short and Karen A Wilson
761,157
$53,281
2,555,320
12,777
Zanesville Partners Fund, LLC
857,143
$50,000
2,441,072
12,205
Edward L McMillan Revocable Trust
428,571
$25,000
1,220,535
6,103
Total
88,278,955
$6,034,527
292,907,291
1,464,537
 
 
 EX-4.13 8 ex4_13.htm EXHIBIT 4.13
Exhibit 4.13
 
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO.: 333-191448 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).
 
COMMON STOCK PURCHASE WARRANT
 
RICEBRAN TECHNOLOGIES
 
Warrant Shares: _______
Issuance Date: December ___, 2013
 
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ricebran Technologies, a California corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
 
Section 1.           Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Underwriting Agreement (the “Agreement”), dated December ___, 2013, between the Company and the Holder.
 
Section 2.           Exercise.
 
(a)         Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto. Within three (3) trading days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is available and specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Company shall deliver any objection to any Notice of Exercise form within one (1) business day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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(b)         Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $____, subject to adjustment hereunder (the “Exercise Price”). Except as where otherwise permitted in accordance with Section 2(c), this Warrant may only be exercised by means of payment by wire transfer or cashier’s check drawn on a United States bank.
 
(c)         Cashless Exercise. If, and only if, at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then, and only then, this Warrant may at the option of the Holder be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
 
(A) = the VWAP on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;
 
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and
 
(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
 
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Board of Directors of the Company and reasonably acceptable to the Holder, the fees and expenses of which shall be paid by the Company.
 
(d)           Mechanics of Exercise.
 
(i)           Delivery of Warrant Shares Upon Exercise. The Company shall use best efforts to cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is five (5) trading days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.
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(ii)          Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
 
(iii)         Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
 
(iv)           Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
 
(v)           No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
 
(vi)           Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.
 
(vii)           Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
3
(e)          Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether, and representation and certification to the Company that, this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two (2) trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
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Section 3.           Certain Adjustments.
 
(a)          Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
 
(b)           Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).  The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Stock Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of shares of Common Stock.
 
(c)           Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
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(d)           Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, including, but not limited to, the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any Successor Entity (as defined below) shall, at the option of the Holder or the Company or any Successor Entity, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the trading day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e), and to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.
6
(e)           Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
 
(f)           Notice to Holder.
 
(i)           Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
 
(ii)           Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 10 business days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
7
Section 4.           Transfer of Warrant.
 
(a)          Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security:
 
(i)           by operation of law or by reason of reorganization of the Company;
 
(ii)          to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period; or
 
(iii)         the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period.

(b)          New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
 
(c)          Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
 
Section 5.                 Piggyback Registration Rights.  To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.
 
Section 6.           Miscellaneous.
 
(a)          No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividend rights or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.
 
(b)          Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
8
(c)           Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a business day, then, such action may be taken or such right may be exercised on the next succeeding business day.
 
(d)           Authorized Shares.
 
The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such commercially reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
 
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
 
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
 
(e)           Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the laws of the State of New York, without regard to conflict of laws principles, and federal or state courts sitting in the State of New York shall have exclusive jurisdiction over matters arising out of this Warrant.
 
(f)           Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
 
(g)           Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
9
(h)           Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Agreement.
 
(i)           Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
 
(j)           Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
 
(k)           Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
 
(l)           Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
 
(m)          Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
 
(n)           Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
 
********************
 
(Signature Page Follows)
10
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
 
 
RICEBRAN TECHNOLOGIES
 
 
 
By:
 
 
 
Name: W. John Short
 
 
Title: Chief Executive Officer
 
[Signature Page to Representative’s Warrant]
NOTICE OF EXERCISE
 
TO:       RICEBRAN TECHNOLOGIES
 
(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, dated _______, 2013, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
 
(2) Payment shall take the form of (check applicable box):
 
¨ in lawful money of the United States by wire transfer or cashier’s check drawn on a United States bank; or
 
¨ if permitted by the terms of the Warrant, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
 
(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
 
 
 
 
 
The Warrant Shares shall be delivered to the following DWAC Account Number:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[SIGNATURE OF HOLDER]
 
Name of Investing Entity:
  
 
Signature of Authorized Signatory of Investing Entity:
  
 
Name of Authorized Signatory:
  
 
Title of Authorized Signatory:
  
 
Date:
  
ASSIGNMENT FORM
 
(To assign the foregoing warrant, execute
this form and supply required information.
 Do not use this form to exercise the warrant.)
 
FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to
 
_______________________________________________ whose address is
 
_______________________________________________________________.
 
 
_______________________________________________________________
 
Date: ______________, _______
 
Holder’s Signature: _____________________________
 
Holder’s Address:   _____________________________
 
_____________________________
 
Signature Guaranteed: ___________________________________________  
 
NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
 

 EX-5.1 9 ex5_1.htm EXHIBIT 5.1
Exhibit 5.1


December 11, 2013

 

RiceBran Technologies
6720 N. Scottsdale Rd, Suite 390
Scottsdale, Arizona 85253


Ladies and Gentlemen:

We have acted as counsel to RiceBran Technologies, a California corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-1 (File No. 333-191448) (as amended through the date hereof, the "Registration Statement") pertaining to the issuance and sale by the Company of shares of common stock, no par value (the "Shares"), with a proposed maximum aggregate offering price of $22,770,001.80, including Shares issuable upon the exercise of an over-allotment option granted by the Company to the underwriters to purchase additional shares, and warrants to purchase shares of common stock of the Company (the "Warrants"), including Warrants issuable upon the exercise of an option granted by the Company to the underwriters to purchase additional warrants, and the shares of common stock issuable from time to time upon exercise of the Warrants (the "Warrant Shares"). The Shares and Warrants are to be sold by the Company pursuant to an underwriting agreement (the "Underwriting Agreement") to be entered into by and among the Company and Maxim Group LLC, the form of which has been filed as Exhibit 1.1 to the Registration Statement. The Company is also registering warrants to purchase shares of common stock of the Company to be issued to the representative of the underwriters as additional compensation pursuant to the Underwriting Agreement (the "Underwriter's Warrant"), as well as the shares of Common Stock issuable upon exercise of the Representative's Warrant (the "Underwriter's Warrant Shares").
RiceBran Technologies
December 11, 2013
Page 2


In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable.
 
In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all items submitted to us as originals, the conformity with originals of all items submitted to us as copies, and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and public officials.

Based upon and subject to the foregoing, we are of the opinion that: (i) the Shares have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable; (ii) the Warrants have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Warrants will be validly issued and will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors' rights generally and equitable principles of general applicability; (iii) the Warrant Shares, when issued and sold by the Company and delivered by the Company against receipt of the exercise price therefor, in accordance with and in the manner described in the Registration Statement and the Warrants, will be validly issued, fully paid and non-assessable; (iv) the Representative's Warrant, when executed and delivered by the Company in accordance with and in the manner described in the Registration Statement and the Underwriting Agreement, will be validly issued and will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors' rights generally and equitable principles of general applicability; and (vi) the Underwriter's Warrant Shares, when issued and sold by the Company and delivered by the Company upon valid exercise thereof and against receipt of the exercise price therefor, in accordance with and in the manner described in the Registration Statement and the Underwriter's Warrant, will be validly issued, fully paid and non-assessable.
RiceBran Technologies
December 11, 2013
Page 3


We consent to the inclusion of this opinion as an exhibit to the Registration Statement and further consent to all references to us under the caption "Legal Matters" in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

This opinion is limited to matters governed by the California Corporations Code and the laws of the State of California.


Very truly yours,

/s/ WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN


WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN
law corporation
 
 
 EX-10.80 10 ex10_80.htm EXHIBIT 10.80
Exhibit 10.80

SECOND AMENDED AND RESTATED
NOTE AND WARRANT PURCHASE AGREEMENT
 
This Second Amended and Restated Note and Warrant Purchase Agreement (this “Agreement”), dated as of November 13, 2013 (“Effective Date”) is entered into by and among RiceBran Technologies, a California corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”). The parties agree as follows:
 
RECITALS
 
A.            The Company and those Investors listed on Schedule I hereto as “Initial Closing Investors”, “Second Closing Investors”, “Third Closing Investors”, “Fourth Closing Investors”, “Fifth Closing Investors” and “Sixth Closing Investors” (collectively, “Early Investors”) are parties to a Note and Warrant Purchase Agreement, dated as of January 17, 2012, which Note and Warrant Purchase Agreement was amended on July 31, 2012 by that certain Amendment of Loan Documents (“Loan Document Amendment”) and on May 9, 2013 by that certain Amended and Restated Note and Warrant Purchase Agreement (“Amended Purchase Agreement”) (as amended by the Loan Document Amendment and the Amended Purchase Agreement, the “Purchase Agreement”).
 
B.             The Company and the Investors are entering into this Agreement to allow Investors that participate in Subsequent Closings (as defined below) to acquire promissory notes that have different terms than those issued to Investors under the Purchase Agreement in Prior Closings (as defined below).
 
C.             This Agreement (i) amends and restates the Purchase Agreement in its entirety as of the Effective Date and (ii) amends and restates the Initial Notes (as defined below).
 
E.             The Company and the Early Investors have entered into a security agreement, dated as of January 17, 2012, which security agreement was amended on July 31, 2012 by the Loan Document Amendment and on May 9, 2013 by the Amended Purchase Agreement (as amended before the Effective Date, the “Prior Security Agreement”).  The requisite number of Early Investors and the Company have entered into, and caused all the Early Investors to be bound by, a Second Amended and Restated Security Agreement, dated as of the Effective Date (“Security Agreement”) and in the form attached hereto as Exhibit C, which Security Agreement amends and restates in its entirety the Prior Security Agreement.
 
F.            On the terms and subject to the conditions set forth herein, each Investor is willing to purchase from the Company, and the Company is willing to sell to such Investor, a secured convertible promissory note in the principal amount set forth opposite such Investor’s name on Schedule I hereto, together with a related warrant to acquire shares of the Company’s Common Stock.
 
AGREEMENT
 
1.                  Notes, Warrants, Restricted Stock and Amendments.
(a)    Issuance of Notes.  On January 17, 2012, May 12, 2012, July 31, 2012, August 31, 2012, April 2013 and May 2013, the Company issued to the Early Investors convertible promissory notes (“Initial Notes”).  Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to each Investor at a Closing occurring on or after the Effective Date (each a “Subsequent Closing”), and each Investor at a Subsequent Closing (“Subsequent Investor”) agrees, severally and not jointly, to purchase, a secured promissory note in the form of Exhibit A hereto (each, a “Subsequent Note”, and with the Initial Notes, each a “Note” and collectively, the “Notes”), in the principal amount set forth opposite the respective Investor’s name for the applicable Subsequent Closing on Schedule I hereto.  The RiceX Company, a Delaware corporation, and Rice Science, LLC, a Delaware limited liability company (collectively, “Patent Subsidiaries”), will be obligors under the Notes.  The Company may sell Notes at one or more Closings (as defined below) that collectively have aggregate initial principal amounts of up to Eight Million Dollars ($8,000,000) (“Maximum Offering Amount”), which Maximum Offering Amount does not include any additional principal that may become outstanding under the Notes pursuant to their terms relating to the conversion of accrued interest into principal.
 
(b)    Issuance of Warrants.  In connection with the issuance and sale of the Initial Notes, the Company issued to each Investor at the applicable Prior Closing (as defined below) a warrant to purchase shares of the Company’s common stock (“Warrants”).
 
(c)    Issuance to Subsequent Investors.  In consideration for the purchase by a Subsequent Investor of a Subsequent Note at a Subsequent Closing, the Company will issue to such Subsequent Investor in the event the Trigger Date does not occur on or before January 31, 2014 53.7 shares (subject to adjustment for stock splits, stock dividends, recapitalizations and the like) of the Company’s common stock for each Dollar invested by the Subsequent Investor at the Subsequent Closing (collectively, “Shares”).  Gregory Vislocky hereby agrees to purchase at a Subsequent Closing occurring on or before November 13, 2013, for a Two Hundred Thousand Dollar ($200,000) purchase price, a Subsequent Note in the principal amount of Two Hundred Thousand Dollar ($200,000) and the Shares related to such purchase.  If the Company requests in writing at any time between November 13, 2013 and November 25, 2013, Gregory Vislocky hereby agrees to purchase at another Subsequent Closing occurring on November 27, 2013, for a Three Hundred Thousand Dollar ($300,000) purchase price, a Subsequent Note in the principal amount of Three Hundred Thousand Dollar ($300,000) and the Shares related to such purchase.
 
(d)    Amendment of Initial Notes.
(i)    Amendment.  The Company has filed with the United States Securities and Exchange Commission a registration statement on Form S-1 (Registration Number 333-191448) relating to the proposed offering and sale of Company securities (“Proposed Offering”). If the Company receives proceeds exceeding Seven Million Dollars ($7,000,000) in the Proposed Offering (the date such proceeds are raised, the “Trigger Date”) and the Common Stock is listed on a national securities exchange, then, without any further action required by any Investor or the Company, each Initial Note shall immediately be amended and restated in its entirety to read as set forth on Exhibit B.  The parties agree and acknowledge that the principal amount outstanding under each Initial Note and the holder of each Initial Note shall be, as of the Trigger Date and following the amendment described in the immediately preceding sentence, the same as the principal amount outstanding under and the holder of each Initial Note immediately prior to the Trigger Date.  During the ten business days following the Trigger Date, the Company may deliver to the Investors new executed Notes in the form of Exhibit B to replace the Initial Notes currently held by the Investors (“Replacement Notes”).  The Replacement Notes shall represent the Initial Notes as amended and restated pursuant to this paragraph.  Following delivery of the Replacement Notes, the physical Initial Notes currently held by the Investors shall be cancelled and terminated automatically and have no further force or effect.  If the Company delivers the Replacement Notes, each Investor that receives a Replacement Note(s) shall destroy any physical Initial Notes held by such Investor.  Whether or not the Company delivers Replacement Notes to the Investors, the Initial Notes shall be amended as set forth in this paragraph on the Trigger Date.
 
(ii)    Payment of Interest.  Within five (5) business days following the Trigger Date, the Company shall pay all interest that has accrued under the Notes through the Trigger Date that has not previously been paid or converted to principal.  With respect to Notes held by Investors that received PIK Warrants (as defined in the Amended Purchase Agreement), interest that has accrued in October 2013 shall be deemed to have converted to principal on October 31, 2013.
 
(e)    Closing.
 
(i)            The sale and purchase of the Notes (and as applicable, Warrants or Shares) shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”) to be held at the offices of Weintraub Tobin Chediak Coleman Grodin Law Corporation, 400 Capitol Mall, Eleventh Floor, Sacramento, CA 95814.  The initial Closing (“Initial Closing”) occurred on January 17, 2012, the second Closing occurred on May 12, 2012 (“Second Closing”), the third Closing occurred on July 31, 2012 (“Third Closing”), the fourth Closing occurred on August 31, 2012 (“Fourth Closing”), the fifth Closing occurred in April 2013 (“Fifth Closing”), and the sixth Closing occurred in May 2013 (“Sixth Closing”, and together with the Initial Closing, the Second Closing, the Third Closing, the Fourth Closing and the Fifth Closing, the “Prior Closings”).
 
(ii)            Subject to the terms and conditions of this Agreement, the Company may sell and issue Subsequent Notes and Shares at one or more subsequent closings occurring on or after the Effective Date (each, a “Subsequent Closing”), up to the balance of the Maximum Offering Amount to such persons or entities as may be approved by the Company in its sole discretion.  Any such sale and issuance in a Subsequent Closing shall be on the terms and conditions described herein for Subsequent Closing Investors, and such persons or entities shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement and the Security Agreement, without the need for an amendment to this Agreement or the Security Agreement except to add such person’s or entity’s name to the appropriate exhibit to such agreements, and shall have the rights and obligations hereunder and thereunder, in each case as of the date of the applicable Subsequent Closing.  Each Subsequent Closing shall take place at such date, time and place as shall be approved by the Company in its sole discretion; provided, however, no Subsequent Closing will occur later than December 31, 2013.
(iii)                  Immediately after each Closing, Schedule I will be amended to list the Investors purchasing Notes hereunder at a Closing and the purchase price paid by each Investor at such Closing.
 
(f)    Delivery.  At each Closing, the Company delivered to each Investor in such Closing an executed Note (and Warrant, if the Closing is a Prior Closing, or a certificate representing the Shares, if the Closing is a Prior Closing) relating to such Closing, against receipt by the Company of the corresponding “Purchase Price” set forth opposite such Investor’s name on Schedule I hereto, by (a) wire transfer in accordance with the Company’s instructions, (b) cancellation of indebtedness owed by the Company to such Investor or (c) any combination of the foregoing.  In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company.  Notwithstanding the foregoing, at a Closing pursuant to section 1(c), the shares shall be issued within 10 days following the shareholder meeting of Company at which the shareholders vote to increase the authorized number of shares.
 
(g)    Prior Halpern Loan.
 
(i)    Background.  The Company and Baruch Halpern and Shoshana Halpern, as trustees of the Shoshana Shapiro Halpern Revocable Trust UA June 13, 2006 (“Prior Investor”) were parties to a Note and Warrant Purchase Agreement, dated as of October 7, 2011 (“Prior Purchase Agreement”).  Pursuant to the Prior Purchase Agreement, the Company issued to Prior Investor (i) a convertible promissory note in the original principal amount of One Million Seven Hundred Seventy Three Thousand One Hundred Eighty Six Dollars and Thirty Four Cents ($1,773,186.34), (ii) a convertible promissory note in the original principal amount of Five Hundred Fifty Thousand Dollars ($550,000) (together, the “Prior Halpern Notes”), and (iii) a warrant to purchase Two Million Three Hundred Twenty Three Thousand One Hundred Eighty Six (2,323,186) shares of the Company’s common stock (“Prior Halpern Warrant”).
 
(ii)    Prior Halpern Notes as Payment.  At the Initial Closing, the Prior Halpern Notes automatically cancelled and terminated and all outstanding principal and unpaid interest under the Prior Halpern Notes as of the date of the Initial Closing constituted a payment by Prior Investor to purchase a Note and Warrant hereunder at the Initial Closing.
 
(iii)    Prior Halpern Warrant.  Upon the Initial Closing, the Prior Halpern Warrant automatically terminated and the Prior Investor ceased to have any rights thereunder.
 
(iv)     Termination of Prior Purchase Agreement.  At the Initial Closing, all rights and obligations of the Company and Prior Investor under the Prior Purchase Agreements terminated.  Prior Investor and/or the Company filed a termination statement with respect to any UCC filings made in connection with the Prior Purchase Agreement.
(h)    Attorney’s Fees.  The Company shall pay all reasonable attorneys’ fees of the Investors incurred in collecting payments due under the Notes or in enforcing any judgment obtained in any related proceeding.
 
2.            Representations and Warranties of the Company. Except as set forth in Schedule II hereto (the “Disclosure Schedule”), which Disclosure Schedule may be updated by the Company at each Closing, the Company represents and warrants to each Investor purchasing at a Closing that, as of the date of such Closing:
 
(a)    Due Incorporation, Qualification, etc. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of California; (ii) has the corporate power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect. As used in this Agreement, a “Material Adverse Effect” means any effect, circumstance, occurrence or change that (i) is material and adverse to the financial position, results of operations or business of the Company, or (ii) would materially impair the ability of the Company to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the transactions contemplated by this Agreement.
 
(b)    Authority. The execution, delivery and performance by the Company of each Transaction Document to be executed by the Company and the consummation of the transactions contemplated thereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the part of the Company. The execution, delivery and performance by the Patent Subsidiaries of each Transaction Document to be executed by the Patent Subsidiaries and the consummation of the transactions contemplated thereby (i) are within the power of the Patent Subsidiaries and (ii) have been duly authorized by all necessary actions on the part of the Patent Subsidiaries.  For purposes of this Agreement, “Transaction Documents” shall mean each of the other Notes issued under this Agreement, including Notes issued to the Early Investors (as defined in the Note Purchase Agreement), this Agreement, the Warrants issued under this Agreement, Agreement, including Warrants issued to the Early Investors, and the Security Agreement.
 
(c)    Enforceability. Each Transaction Document executed, or to be executed, by the Company has been, or will be, duly executed and delivered by the Company and constitutes, or will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. The issuance of the Notes, Warrants and Shares, and their subsequent conversion or exercise, as applicable, will not be subject to the preemptive rights of any shareholder of the Company. Each Transaction Document executed, or to be executed, by the Patent Subsidiaries has been, or will be, duly executed and delivered by the Patent Subsidiaries and constitutes, or will constitute, a legal, valid and binding obligation of the Patent Subsidiaries, enforceable against the Patent Subsidiaries in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(d)    Non-Contravention. The authorization, execution and delivery by the Company of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the Company’s Articles of Incorporation or Bylaws (“Charter Documents”) or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other individual, partnership, corporation, limited liability company, unincorporated association, or other entity or a governmental authority (each a “Person”) to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage, indenture, agreement, instrument or contract, including, without limitation, Plan, to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company (other than any lien arising under the Transaction Documents) or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.
 
(e)    Approvals. Except as have been obtained by the Company, no consent, approval, order or authorization of any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby.
 
(f)    No Violation or Default. The Company is not in violation of or in default with respect to (i) its Charter Documents or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; or (ii) any material mortgage, indenture, agreement, instrument or contract, including, without limitation, the Plan, to which the Company is a party or by which it is bound (nor is there any waiver in effect which, if not in effect, would result in such a violation or default), where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a Material Adverse Effect.
 
(g)    Litigation. Except as set forth in Section 2(g) of the Disclosure Schedule or under the title “Legal Proceedings” in the SEC Reports (as defined below), no actions (including, without limitation, derivative actions), suits, proceedings or investigations are pending or, to the knowledge of the Company, threatened against the Company at law or in equity in any court or before any other governmental authority that could reasonably be expected to result in a Material Adverse Effect.
(h)    Title; Real Property.  Except as set forth in Section 2.1(h) of the Disclosure Schedule, the Company owns and has good and marketable title in fee simple absolute to, or a valid leasehold interest in, all the real properties and good title to its other respective assets and properties that are material to its business.  Except as set forth in Section 2.1(h) of the Disclosure Schedule, such assets and properties are subject to no lien other than any lien arising or permitted under the Transaction Documents and liens that do not materially affect the value of such assets or properties and do not materially interfere with the use made of such properties and assets by the Company. All of the real property owned or leased by the Company as of the date of this Agreement (other than the offices leased by the Company at its corporate offices in Scottsdale, Arizona) is located in Dillon, Montana, Mermentau, Louisiana, Lake Charles, Louisiana, and West Sacramento, California.  The Company’s corporate offices in Scottsdale, Arizona are used only for administrative purposes.
 
(i)    Intellectual Property. To the best of its knowledge, the Company or the Patent Subsidiaries own or possess sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights material to the Company or the Patent Subsidiaries business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of, others. The Company and/or the Patent Subsidiaries have not received written notice of infringement or violation of any intellectual property which would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.
 
(j)    Financial Statements. The Financial Statements of the Company that are included in the Company’s most recent Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (“Commission”) before the date of the Closing and any of the Company’s Quarterly Reports on Form 10-Q filed with the Commission thereafter (i) are in accordance with the books and records of the Company, which have been maintained in accordance with good business practice; (ii) have been prepared in conformity with general accepted accounting principles as in effect in the United States of America from time to time; and (iii) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates presented therein and the results of operations, changes in financial positions or cash flows, as the case may be, for the periods presented therein.  The Company’s assets have not materially changed and no material assets have been disposed of since the dates covered on the Company’s financial statements.
 
(k)    Indebtedness. Except as set forth in the Company’s most recent Form 10-K filed by the Company with the Commission before the applicable Closing and any Forms 10-Q or 10-K filed thereafter (collectively “SEC Reports”) or Section 2(m) of the Disclosure Schedule, neither the Company nor any of its subsidiaries other than NutraSA, LLC have any outstanding Indebtedness. “Indebtedness” means, without duplication, all (i) indebtedness for borrowed money, (ii) notes payable, whether or not representing obligations for borrowed money, (iii) obligations representing the deferred purchase price for property or services, (iv) obligations secured by any mortgage or lien on property owned or acquired subject to such mortgage or lien, whether or not the liability secured thereby shall have been assumed, (v) all guaranties, endorsements and other contingent liabilities, in respect of Indebtedness of others, whether or not the same are or should be so reflected in the Company’s balance sheet, except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (vi) that portion of any lease payments due under leases required to be capitalized in accordance with generally accepted accounting principles consistently applied, and (vii) unsecured debt of the Company.
(l)    Environmental Matters. To the knowledge of the Company, and except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, neither the Company nor any other person having an interest in any property which the Company owns or leases, or has owned or leased, or in which it either holds any security interest, mortgage, or other liens or interest, including, without limitation, as beneficiary of a deed of trust (the “Property”), has engaged in the generation, use, manufacture, treatment, transportation, storage (in tanks or otherwise) or disposal of Hazardous Material on or from the Property except as allowable by and in accordance with Environmental Laws. To the knowledge of the Company, and except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, there has been no: (i) presence, use, generation, handling, treatment, storage, release, threatened release, migration or disposal of Hazardous Material on the Property; (ii) condition that could result in any use, ownership or transfer restriction on the Property; or (iii) condition of nuisance on or from the Property. During the past six years, the Company has not received any written notice of a condition that could reasonably be expected to give rise to any private or governmental suit, claim, action, proceeding or investigation against the Company, any such other person or such Property as a result of any of the foregoing events or has knowledge of any condition that could reasonably be expected to give rise to any private or governmental suit, claim, action, proceeding or investigation. “Hazardous Material” means any substance that is (A) listed, classified or regulated pursuant to any Environmental Law; (B) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive material or radon; and (C) any other substance which may be the subject of regulatory action by any government authority in connection with any Environmental Law. “Environmental Law” means any federal, state, local or foreign statute, law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement relating to: (A) the protection, investigation or restoration of the environment, health, safety or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Material or (C) noise, odor, indoor air, employee exposure, wetlands, pollution, contamination or any injury or threat of injury to persons or property relating to any Hazardous Material.
 
3.            Representations and Warranties of Investors. Each Investor, for that Investor alone, represents and warrants to the Company as of the Effective Date, and, for each such Subsequent Investor, upon its acquisition of a Subsequent Note and Shares as follows:
 
(a)    Information on Company.   The Investor has been furnished with information regarding the business, operations and financial condition of the Company, including without limitation, the Company’s most recent Form 10-K filed with the Commission before the applicable Closing, all Forms 10-Q and 8-K filed subsequent to such Form 10-K, all exhibits filed with such Forms 10-K, 10-Q and/or 8-K, and all filings made with the Commission available at the EDGAR website.  In addition, the Investor has received such other information concerning the Company’s operations, financial condition and other matters as the Investor has requested in writing, and considered all factors the Investor deems material in deciding on the advisability of entering into the transactions contemplated hereby and acquiring the Notes and other securities of the Company to be acquired by such Investor hereunder.  The Company has granted to such Investor the opportunity to ask questions of and receive satisfactory answers from representatives of the Company, its officers, directors and employees concerning the Company and materials relating to the terms and conditions of the transactions contemplated hereby, and based thereon believes it can make an informed decision with respect to the transactions contemplated hereby.
(b)    Review of Amendment.  The Investor has carefully read Exhibit C hereto and understands how the terms of the Initial Notes will be affected by the amendments described herein.  Investor understands that that automatically upon the Trigger Date: (i) interest will accrue on the outstanding principal of the Initial Notes at the rate of 5% per annum instead of at the current rate of 10% per annum; (ii) the Initial Notes will cease to be convertible into the Company’s common stock or any other security of the Company; (iii) all interest that accrues on the Initial Notes after the Trigger Date will be payable in cash and (iv) no Investor will have the option of receiving Company securities as payment for accrued interest on the Initial Notes.
 
(c)    Outstanding Amounts.  The aggregate amounts of principal and interest outstanding under the Initial Note(s) held by such Investor as of October 31, 2013 are accurately described on Exhibit D.
 
(d)    Priority; Consent.  Each Early Investor has read and understands the terms of the Security Agreement and understands that the Initial Notes and the security interests granted to the Early Investors under the Security Agreement with respect to the Initial Notes are junior to the security interests granted to the Subsequent Investors with respect to the Subsequent Notes under the Security Agreement.  By entering into this Agreement, each Early Investor consents to such prior interests of the Subsequent Investors.
 
(e)    Accredited Investor.  The Investor is, and will be at the time of the applicable Closing and as of the Trigger Date, an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (“Securities Act”).  Such Investor is not required to be registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended; is experienced in investments and business matters, has made investments of a speculative nature; understands that an investment in and ownership of Notes, the Warrants and/or the Shares involves a high degree of risk, and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Investor to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment.  The Investor has the authority and is duly and legally qualified to purchase and own any securities of the Company acquired by the Investor hereunder.  The Investor is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.
 
(f)    Investment.  Any security of the Company acquired by the Investor hereunder will be acquired by the Investor, as principal for its own account for investment only and not as a nominee or agent and not with a view towards or for resale in connection with the distribution thereof, except pursuant to sales that are registered under, or are exempt from the registration requirements of, the Securities Act.
(g)    Compliance with Securities Act.  The Investor understands and agrees that any security of the Company acquired by the Investor hereunder and the underlying securities thereof are “restricted securities” and have not been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the Securities Act (based in part on the accuracy of the representations and warranties of Investor contained herein), and that such securities must be held indefinitely unless a subsequent disposition is registered under the Securities Act or any applicable state securities laws or is exempt from such registration.  Such Investor is aware that the Company is under no obligation to effect any such registration with respect to the Note, the Warrant, the Shares or any other security of the Company acquired by the Investor hereunder, or the securities underlying such securities.
 
(h)    Restriction on Transfer.  Each Investor that will receive Shares understands and agrees that any certificates representing the Shares will contain typical restrictive legends and any other legends required under State securities laws.  Prior to any proposed sale, assignment, transfer or pledge of any of the Shares, unless there is in effect a registration statement under the Securities Act of 1933 covering the proposed transfer, Investor shall give written notice to the Company of Investor's intention to effect such transfer, sale, assignment or pledge.  Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such Investor's expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act, or (ii) any other evidence reasonably satisfactory to counsel to the Company, whereupon Investor shall be entitled to transfer such Shares in accordance with the terms of the notice delivered by Investor to the Company, provided that, in the event that the Shares are transferred other than in accordance with Rule 144 promulgated under the Securities Act, such transferee has executed an investment representation statement in customary form and agreed to be bound by the terms of this Section.
 
(i)    Communication of Offer.  The offer to amend the Initial Notes and to sell the Note, the Warrant, the Shares and/or any other security of the Company acquired by the Investor hereunder was directly communicated to the Investor by the Company.  At no time was the Investor presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising, or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.
 
(j)    Organization; Authority.  If an entity, such Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder.
(k)    Authority; Enforceability.  This Agreement and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Investor and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity; and Investor has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Investor relating hereto.
 
(l)    Correctness of Representations.  Such Investor understands that the Note, the Warrant and any other security of the Company acquired by the Investor hereunder are being offered and sold to it in reliance upon specific exemptions from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations and warranties of such Investor set forth in this Section 3 in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Note, the Warrant, the Shares and any other security of the Company acquired by the Investor hereunder.  Each Investor represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless an Investor otherwise notifies the Company prior to the Closing, shall be true and correct as of Closing.
 
(m)            No Tax or Legal Advice.  Such Investor understands that nothing in this Agreement, any other agreement or any other materials presented to such Investor in connection with the purchase and sale of the Note, the Warrant, the Shares and any other security of the Company acquired by the Investor hereunder, including the amendment of the Initial Notes, constitutes legal, tax or investment advice.  Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with such Investor entering into this Agreement and consummating the transactions contemplated hereby.
 
4.            Conditions to Closing of the Investors. Each Investor’s obligations at a Closing are subject to the fulfillment, on or prior to the Closing, of all of the following conditions, any of which may be waived in whole or in part by the Investor, provided however, that any amendments to the Initial Notes contemplated hereby shall be effective as of the Trigger Date, without regard to any of the conditions set forth below:
 
(a)    Representations and Warranties. The representations and warranties made by the Company in Section 2 hereof shall have been true and correct when made, and shall be true and correct as of the date of such Closing.
 
(b)    Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes, Warrants and/or Shares.
 
(c)    Legal Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the Investors, of the Notes, Warrants and Shares, as applicable, shall be legally permitted by all laws and regulations to which the Investors or the Company are subject.
(d)    Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Investors.
 
(e)    Mortgages.  The Company shall have caused a mortgage, deed of trust or other applicable instrument (collectively, “Mortgages”) in form reasonably satisfactory to a Majority in Interest to be recorded in the appropriate governmental offices to secure the Obligations with the Company’s real property interests (“Company Real Property”) located in Dillon, Montana, Mermentau, Louisiana, Lake Charles, Louisiana, and West Sacramento, California.  For purposes of this Agreement, (i) a “Majority in Interest” shall mean (i) more than 50% of the aggregate outstanding principal amount of the Notes issued pursuant to this Agreement, including all Notes issued to the Early Investors, and (ii) so long as Greg Vislocky and/or any entity controlled by Greg Vislocky together holds a Note or Notes with an aggregate outstanding principal amount of at least One Hundred Thousand Dollars ($100,000), Greg Vislocky, and (ii) “Obligations” shall mean the Company’s obligations to pay principal, accrued interest and expenses under the Notes and the Security Agreement.
 
(f)    Transaction Documents.  The Company shall have duly executed and delivered to the Investors the following documents:
 
(i)    This Agreement;
 
(ii)    Each Note (including execution by the Patent Subsidiaries) and Warrant issued hereunder to the Investors at such Closing;
 
(iii)     If applicable, the Shares issuable hereunder to the Investors at such Closing;
 
(iv)    The Security Agreement (including execution by the Patent Subsidiaries); and
 
(v)    All UCC-1 financing statements and other documents and instruments which the Investor may reasonably request, including filings required to be made in the United States Patent and Trademark Office, to perfect its security interest in the collateral described in the Security Agreement.
 
5.            Conditions to Obligations of the Company. The Company’s obligation at a Closing is subject to the fulfillment, on or prior to such Closing, of the following conditions, any of which may be waived in whole or in part by the Company:
 
(a)    Representations and Warranties. The representations and warranties made by the Investors in Section 3 hereof shall be true and correct on the date made.
 
(b)    Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes, the Warrants and any other securities of the Company acquired by the Investors hereunder.
(c)    Legal Requirements.  At the Closing, the sale and issuance by the Company, and the purchase by the Investors, of the Notes shall be legally permitted by all laws and regulations to which the Investors or the Company are subject.
 
(d)    Security Agreement.  The Collateral Agent (as defined in the Security Agreement) and each Investor required to amend the Security Agreement shall have executed and delivered the Security Agreement.
 
(e)    Notes.  Each Investor purchasing a Note at a Closing shall have executed and delivered such Note.
 
(f)    Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Company.
 
(g)    Legal Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the Investors at such Closing, of the applicable Notes, Shares, Warrants and Company securities shall be legally permitted by all laws and regulations to which the Investors or the Company are subject.
 
(h)    Subordination Agreements.  Each of the Investors shall have entered into a subordination agreement in form satisfactory to the Investors and the Convertible Debt Lenders (as defined in the Security Agreement) (“Subordination Agreement”).
 
(i)    Purchase Price.  Each Investor at a Closing shall have delivered to the Company the Purchase Price in immediately available funds in respect of the Note, Warrant and/or Shares being purchased by such Investor referenced in Schedule 1 hereof for such Closing.
 
6.            Miscellaneous.
 
(a)    Waivers and Amendments. Except as expressly provided otherwise herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and Investors holding a Majority in Interest; provided, however, that Investors purchasing Notes, Warrants and/or Shares in a Closing after the Initial Closing may become parties to this Agreement in accordance with Section 1(e) without any amendment of this Agreement or the Security Agreement pursuant to this paragraph or any consent or approval of any other Investor; and provided, further, that if any amendment, waiver, discharge or termination operates in a manner that treats any Investor at a particular Closing different from other Investors at such Closing with respect to the Notes, Warrants or Shares issued to them at such Closing, the consent of such Investor shall also be required for such amendment, waiver, discharge or termination.  Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each holder of any of the securities purchased under this Agreement at the time outstanding (including securities into which such securities have been converted or exchanged or for which securities have been exercised) and each future holder of all such securities.
(b)    Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other state.
 
(c)    Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
 
(d)    Successors and Assigns. Subject to the restrictions on transfer described in Sections 6(e) and 6(f) below, the rights and obligations of the Company and the Investors shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
(e)    Registration, Transfer and Replacement of the Notes. The Notes issuable under this Agreement shall be registered notes.  The Company will keep, at its principal executive office, books for the registration and registration of transfer of the Notes.  Prior to presentation of any Note for registration of transfer, the Company shall treat the Person in whose name such Note is registered as the owner and holder of such Note for all purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary.  Subject to any restrictions on or conditions to transfer set forth in any Note, the holder of any Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Company’s chief executive office, and promptly thereafter and at the Company’s expense, except as provided below, receive in exchange therefor one or more new Note(s), each in the principal requested by such holder, dated the date to which interest shall have been paid on the Note so surrendered or, if no interest shall have yet been so paid, dated the date of the Note so surrendered and registered in the name of such Person or Persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of the Note so surrendered.  Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as the Note being replaced, in the same principal amount as the unpaid principal amount of such Note and dated the date to which interest shall have been paid on such Note or, if no interest shall have yet been so paid, dated the date of such Note.
 
(f)    Assignment by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Investors holding a Majority in Interest.
(g)    Entire Agreement. This Agreement together with the other Transaction Documents constitute and contain the entire agreement among the Company and Investors and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.
 
(h)    Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party as follows:  (i) if to an Investor, at such Investor’s address or facsimile number set forth in the Schedule of Investors attached as Schedule I, or at such other address as such Investor shall have furnished the Company in writing, or (ii) if to the Company, at 6720 N. Scottsdale Road, Suite 390, Scottsdale, Arizona 85253, facsimile: (602) 522-3001, Attn:  Chief Executive Officer, or at such other address or facsimile number as the Company shall have furnished to the Investors in writing.  All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.
 
(i)    Separability of Agreements; Severability of this Agreement. The Company’s agreement with each of the Investors is a separate agreement and the sale of the Notes, Warrants and or Shares to each of the Investors is a separate sale.  Unless otherwise expressly provided herein, the rights of each Investor hereunder are several rights, not rights jointly held with any of the other Investors.  Any invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Investor whether arising by reason of the law of the respective Investor’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other Investors.  If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
(j)    Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement.  Electronic copies of signed signature pages will be deemed binding originals.
 
(k)    Post-Initial Closing Activities.  At the request of a Majority in Interest the Company shall cause an amended mortgage, deed of trust or other applicable instrument in form reasonably satisfactory to a Majority in Interest to be recorded in the appropriate governmental offices to secure Obligations with the Company Real Property. The Company covenants and agrees to execute, file and record such documents and do such other acts and things as are necessary or appropriate to further effect the terms of this Agreement.
 
[Signature Page Follows]
The parties have caused this Second Amended and Restated Note and Warrant Purchase Agreement to be duly executed and delivered as of the date and year first written above.

 
COMPANY:
 
 
RICEBRAN TECHNOLOGIES
 
a California corporation
 
 
 
By:
/s/ J. Dale Belt
 
 
 
J. Dale Belt, Chief Financial Officer
 
 
 
 
 
 
INVESTORS:
 
 
 
 
 
/s/ Gregory J. Vislocky
 
 
Gregory J. Vislocky
 
 
 
 
 
The Shoshana Shapiro Halpern Revocable Trust UA June 13, 2006
 
 
 
 
By:
/s/ Baruch Halpern
 
 
Baruch Halpern, Trustee
 
 
 
 
 
By:
/s/ Shoshana Halpern
 
 
Shoshana Halpern, Trustee
 
 
 [Signature Page for Second Amended and Restated Note and Warrant Purchase Agreement]

Signature Page for Additional Initial Investors

INVESTOR:
 
 
 
 
Name of Investor
 
 
/s/
 
Signature of Investor
 
 
 
 
Title of Signatory, if applicable
Signature Page for Additional Investors at a Subsequent Closing
 
 

INVESTOR:
 
 
 
 
Name of Investor
 
 
/s/
 
Signature of Investor
 
 
 
 
Title of Signatory, if applicable
SCHEDULE I
 
SCHEDULE OF INVESTORS

Initial Closing Investors:  January 17, 2012
Investor
Address for Notice
Purchase Price
 
Gregory J. Vislocky
 
$500,000
 
Brian Rick Delamarter
 
$500,000
 
Harold Guy Delamarter
 
$250,000
 
The Shoshana Shapiro Halpern Revocable Trust UA June 13, 2006
 
$2,500,000
 
Weintraub Partners
 
$250,000
 
W. John Short and Karen A Wilson
 
$25,000
 
Edward L McMillan Revocable Trust
 
$25,000
 
Investor
Address for Notice
Purchase Price
 
Zanesville Partners Fund, LLC
 
$50,000
 
Alon Gibli
 
$75,000
 
Michael Geliebter
 
$150,000
 
Total Initial Closing
 
$4,325,000
 
Second Closing Investors:  May 10, 2012
Alon Gibli
 
$50,000
 
Third Closing Investors:  July 31, 2012
Gregory J. Vislocky
 
$500,000
 
Harold Guy Delamarter
 
$250,000
 
Baruch Halpern IRA
 
$100,000
 
Total Third Closing
 
$850,000
 
Fourth Closing Investors:  August 31, 2012
Alon Gibli
 
$150,000
 
Fifth Closing Investors:  April 2013
Gregory J. Vislocky
 
$100,000
 
W. John Short and Karen A Wilson
 
$25,000
 
Weintraub Partners
 
$12,603
 
Sixth Closing Investors:  May 2013
Gregory J. Vislocky
 
$400,000
 
Seventh Closing Investors:  November 13, 2013 [Subsequent Closing]
 
 
 
 
Gregory J. Vislocky
 
$200,000
 
 
 
 
 
SCHEDULE II

DISCLOSURE SCHEDULE
Exhibit A
 
FORM OF SUBSEQUENT NOTE
Exhibit B

FORM OF AMENDED AND RESTATED INITIAL NOTE
Exhibit C
 
SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Exhibit D

OUTSTANDING NOTE BALANCES
 
The table below sets for each Initial Investor as of October 31, 2013:  (i) the total principal amount outstanding under all Initial Notes held by the Investor and (ii) the total accrued but unpaid interest under all Initial Notes held by the Initial Investor:
 
Investor
Principal Outstanding
Unpaid Interest
Total Outstanding
The Shoshana Shapiro Halpern Revocable Trust UA June 13, 2006
$2,500,000
 $186,986
$2,686,986
Gregory J. Vislocky*
$1,599,205
 $0
$1,599,205
Brian Rick Delamarter
$500,000
 $0
$500,000
Harold Guy Delamarter
$500,000
 $0
$500,000
Weintraub Partners*
$282,041
 $0
$282,041
Alon Gibli
$275,000
 $0
$275,000
Michael Geliebter
$150,000
 $0
$150,000
Baruch Halpern IRA
$100,000
 $0
$100,000
W. John Short and Karen A Wilson*
$53,281
 $0
$53,281
Zanesville Partners Fund, LLC
$50,000
 $0
$50,000
Edward L McMillan Revocable Trust
$25,000
 $0
$25,000
Total
$6,034,527.00
 $186,986
$6,221,513.00
 
* These Investors elected to convert a portion of their accrued interest into principal instead of being paid in cash.
 
 
 
 EX-10.81 11 ex10_81.htm EXHIBIT 10.81
Exhibit 10.81

SECOND AMENDED AND RESTATED SECURITY AGREEMENT
 
This Second Amended and Restated Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of November 13, 2013 (“Effective Date”), is executed by RiceBran Technologies, a California corporation (“RBT”), The RiceX Company, a Delaware corporation (“RiceX”), and Rice Science, LLC, a Delaware limited liability company (“Rice Science”, and together with RiceX and RBT, the “Company”), in favor of Collateral Agent (as herein defined) on behalf of the Investors listed on Schedule I hereto (each, an “Investor”, and collectively, the “Investors”).
 
RECITALS
 
A.            RBT and the Collateral Agent entered into an Amended and Restated Security Agreement (“Existing Agreement”), dated as of May 9, 2013, in favor of the Investors listed on Schedule II hereto (“Early Investors”).
 
B.            RBT and the Investors are parties to a Second Amended and Restated Note and Warrant Purchase Agreement, of even date herewith (“Purchase Agreement”), pursuant to which the Company has issued and may continue to issue promissory notes (each a “Note” and collectively, the “Notes”) in favor of the Investors..
 
C.            The Notes that were issued before the Effective Date are referred to herein as the “Initial Notes”, and the Notes that are issued on or after the Effective Date are referred to herein as the “Subsequent Notes”).
 
D.            This Security Agreement amends and restates the Existing Agreement in its entirety and accordingly represents a Transaction Document (as defined in the Notes).
 
E.            The Early Investors executing this Security Agreement constitute a Majority in Interest of the Early Investors, and such Early Investors, together with the Company, may amend the Existing Agreement as provided in this Security Agreement.
 
AGREEMENT
 
NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Company hereby agrees with Collateral Agent and the Investors as follows:
 
1.    Definitions and Interpretation.  When used in this Security Agreement, the following terms have the following respective meanings:
 
“Collateral” means all right, title and interest of the Company in and to the following assets:
(a)            all accounts, deposit accounts, accounts receivable, contract rights, chattel paper, instruments, documents, general intangibles, including, without limitation, all forms of payment, all present and future incomes, rents, revenues, issues and profits, goodwill, licenses and license rights, bailment or leasehold interests, whether as lessor or lessee, all choses in action and recoveries for any loss in value of the real estate of Company or items of property described herein, rights in and to security agreements and other contracts or assignments providing security to Company, book debts, credits, indemnities, warranties or guarantees payable to Company upon loss or damage of property, all patents, patent rights (and applications and registrations therefor), trademarks and service marks (and applications and registrations therefor), inventions, copyrights, mask works (and applications and registrations therefor), trade names, trade styles, software and computer programs, trade secrets, methods, processes, know how, drawings, specifications, descriptions, and all memoranda, notes, and records with respect to any research and development, goodwill, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer disks, computer tapes, literature, reports, catalogs, design rights, income tax refunds, business and accounting records, including all ledger account cards, in all cases whether now owned or hereafter created or acquired by Company or in which Company may now have or may hereafter acquire an interest and whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic media;
 
(b)            all inventory, goods held for sale or lease or to be furnished under contracts for service, or goods so leased or furnished, raw materials, component parts, work in process and other materials used or consumed in Company's business, now or at any time hereafter owned or acquired by Company, wherever located, and all products thereof, whether in the possession of Company, any warehousemen, any bailee or any other person and whether located at Company's places of business or elsewhere;
 
(c)            all money and property heretofore, now or hereafter delivered to or deposited with Collateral Agent or otherwise coming into the possession, custody or control of Collateral Agent in any manner or for any purpose whatsoever during the existence of this Security Agreement and whether held in a general or special account or deposit for safekeeping or otherwise;
 
(d)            all right, title and interest of Company under licenses, guaranties, warranties, management agreements, marketing or sales agreements, escrow contracts, indemnity agreements, insurance policies, service agreements, maintenance agreements and other similar contracts of every kind in which Company now has or at any time hereafter shall have an interest;
 
(e)            all of Company's goods, tools, machinery, furnishings, furniture and other equipment and fixtures of every kind now existing or hereafter acquired, and improvements, replacements, accessions and additions thereto, whether located on any property owned or leased by Company or elsewhere, including without limitation, any of the foregoing now or at any time hereafter located at or installed on the land or in the improvements at any of the real property owned or leased by Company, and all such goods after they have been severed and removed from any of said real property; and
 
(f)             all of Company's investment property;
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together with whatever is receivable or received when any of the foregoing or the proceeds thereof are sold, leased, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including without limitation, all rights to payment, including returned premiums, with respect to any insurance relating to any of the foregoing, and all rights to payment with respect to any cause of action affecting or relating to any of the foregoing.
 
Notwithstanding anything to the contrary set forth above, the Collateral does not include RBT’s interest (“NutraSA Interest”) in NutraSA LLC, a Delaware limited liability company or RBT’s interest (“RBTPRO Interest”) in RBT PRO, LLC, a Delaware limited liability company..
 
“Convertible Debt Facility” shall mean, collectively, the Existing Convertible Debt Facility, the Exchange Debenture, the New Convertible Debt Facility and the TCA Convertible Debt Facility.
 
“Convertible Debt Lenders” shall mean Hillair Capital Investments L.P., TCA Global Credit master Fund, LP, and their successors and assigns.
 
“Exchange Debenture” shall mean the Original Issue Discount Senior Secured Convertible Debenture Due January 1, 2014, in the aggregate principal amount of $1,009,200, which was issued to the Convertible Debt Lender pursuant to a Securities Exchange Agreement, dated on or about July 31, 2012.
 
“Existing Convertible Debt Facility” shall mean the OID Senior Secured Convertible Debt facility (not to exceed $870,000) between RBT and the Convertible Debt Lender, dated January 17, 2012.
 
“Irgovel” shall mean Industria Riograndese de Oleos Vegetais Ltda, a limited liability company organized under the laws of the Federative Republic of Brazil.
 
“Lake Charles Assets” means the buildings, improvements, equipment, machinery, tools and assets used or located at RBT’s facility in Lake Charles, Louisiana.
 
“New Convertible Debt Facility” shall mean $290,000 Original Issued Discount Senior Secured Convertible Debenture facility that was entered into by RBT and Convertible Debt Lender pursuant to a Securities Purchase Agreement between RBT and the Convertible Debt Lender, dated on or about July 31, 2012.
 
“NutraSA” means NutraSA, LLC, a Delaware limited liability company.
 
“NutraSA Liquidity Transaction” shall mean any of the following transactions that results in cash being paid to RBT in respect and as a result thereof:  (i) the sale of all or substantially all the assets of Irgovel or NutraSA to a third party unaffiliated with RBT, (ii) the sale of all the membership interests of NutraSA or all of the equity of Irgovel to a third party unaffiliated with RBT or (iii) a merger or consolidation transaction involving Irgovel or NutraSA that results in RBT no longer holding an equity interest in the surviving entity or a parent entity of the surviving entity.
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“NutraSA Proceeds” shall mean the net cash proceeds received by RBT from a NutraSA Liquidity Transaction, less any applicable taxes that are paid or payable by RBT in connection with such NutraSA Liquidity Transaction.
 
“Obligations” shall mean the Company’s obligations to pay principal, accrued interest and expenses to the Collateral Agent and the Investors under the Notes and the Security Agreement, and all other obligations of the Company under the Transaction Documents, including, without limitation, the obligations of RBT set forth in Section 10 of this Security Agreement.
 
“Permitted Liens” means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (b) Liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings; (c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, and mechanic’s Liens, carrier’s Liens and other Liens to secure the performance of tenders, statutory obligations, contract bids, government contracts, performance and return of money bonds and other similar obligations, incurred in the ordinary course of business, whether pursuant to statutory requirements, common law or consensual arrangements; (d) Liens in favor of the Collateral Agent; (e) Liens upon any equipment acquired by Company or any of its Subsidiaries after January 17, 2012 to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment, so long as such Lien extends only to the equipment financed, and any accessions, replacements, substitutions and proceeds (including insurance proceeds) thereof or thereto; (f) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods (g) Liens which constitute rights of setoff of a customary nature or banker’s liens, whether arising by law or by contract; (h) Liens on insurance proceeds in favor of insurance companies granted solely as security for financed premiums; (i) leases or subleases and licenses or sublicenses granted in the ordinary course of Company’s business; (j) Liens in favor of the Convertible Debt Lenders under the Convertible Debt Facility; and (k) Liens in favor of First Community Financial, a division of Pacific Western Bank (“FCF”), pursuant to that certain Factoring Agreement, dated January 6, 2011, by and between RBT and FCF, and any amendments thereto so long as the terms of such agreement, as amended, are substantially similar to the terms of such agreement as in effect as of May 9, 2013; provided, however, the Factoring Limit thereunder shall not exceed $1,000,000.
 
“Releasable Assets” shall mean the real property used by RBT in Dillon, Montana, Mermentau, Louisiana, and Lake Charles, Louisiana, the improvements thereon and the equipment, machinery, tools and assets used and located at such properties.
 
“SRB Business” shall mean RBT’s stabilized rice bran business, which does not include (i) RBT’s business operated through Nutra SA, LLC, a Delaware limited liability company, Industria Riograndese de Oleos Vegetais Ltda, a limited liability company organized under the laws of the Federative Republic of Brazil (“Irgovel Business”), (ii) RBT’s rice bran oil business (“Non-Irgovel RBO Business”) and (iii) RBT’s business operated through RiceRx, LLC and RiceScience, LLC (“NFF Business”).
-4-
“TCA Convertible Debt Facility” means any debt facility entered into between the Company, any of the Company’s subsidiaries and TCA Global Credit Master Fund, LP, so long as the original principal amount issued thereunder does not exceed $8,000,000.
 
“Transaction Documents” means this Security Agreement, the Notes, the Warrants, and the Purchase Agreement.
 
“UCC” means the Uniform Commercial Code as in effect in the State of California from time to time.
 
All capitalized terms not otherwise defined herein shall have the respective meanings given in the Notes. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.
 
2.    Grant of Security Interest.  As security for the Obligations, Company hereby pledges to Collateral Agent and grants to Collateral Agent a security interest in the Collateral, whether now existing or hereafter from time to time acquired; provided however, that such pledge and security interest shall be subject to any bona fide intellectual property licenses granted by the Company in the ordinary course of business, and Collateral Agent (when exercising Collateral Agent’s rights and duties hereunder) and any successor to the Company with respect to such bona fide licenses shall be bound by the terms and conditions of such licenses.  The security interests granted herein to Investors purchasing Subsequent Notes are senior to the security interests granted herein to all other Investors to the extent of the principal and accrued interest on the Subsequent Notes.  To the extent thereof, the Company shall not pay any amounts in respect of the Initial Notes until all amounts that are then due and payable on the Subsequent Notes have been paid in full.  The Investors understand and agree that one of the Collateral Agents hereunder, Gregory J. Vislocky, has agreed to purchase one or more Subsequent Notes, and the Investors hereby consent to any purchase of Subsequent Notes by Gregory J. Vislocky.
 
3.    Subordination.  The Collateral Agent and the Investors understand that the security interests granted herein are junior to the security interests of the Convertible Debt Lenders under the Convertible Debt Facility.  The Investors understand and agree that RBT and a Majority in Interest of the Investors may amend the terms of this Security Agreement in the future, and that such amendments could provide that loans incurred by the Company in the future (“Future Loans”) and the security interests in the Collateral and the Mortgages (as defined in the Purchase Agreement) that may be granted under such future loans (collectively, “Future Security Interests”) be senior to the obligations under the Notes and the security interests granted hereunder and under the Mortgages.  If RBT and a Majority in Interest of the Investors agree to so amend this Security Agreement to effect such Future Loan transactions, each Investor agrees to enter into such agreements as are reasonably requested by RBT and a Majority in Interest to subordinate the Obligations and the security interests granted hereunder and under the Mortgages to the obligations and Future Security Interests arising under the Future Loans.
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4.    Release of Releasable Assets.  If a Majority in Interest of the Investors provide their prior written consent to the sale, which consent may not be withheld unreasonably, the Collateral Agent shall take all actions reasonably required to release and terminate the Collateral Agent’s Lien and Mortgage (as defined in the Purchase Agreement) on any Releasable Assets that have been sold by RBT or the SRB Holding Company (as defined below) or for which RBT or the SRB Holding Company has entered into an agreement to sell such assets.  Such release and termination shall be effective immediately upon such sale.  So long as no Event of Default is then continuing, if RBT establishes an operating facility outside of the United States using the Lake Charles Assets, enters into a joint venture using the Lake Charles Assets, sells all or any portion of the Lake Charles Assets or enters into an agreement to do the same, Collateral Agent’s Lien on such Lake Charles Assets shall immediately and automatically terminate.  RBT may take all necessary actions to reflect the foregoing, including without limitation the filing of any termination statements and the recording of any modification to a Mortgage.  The Collateral Agent and the Investors shall cooperate with RBT and execute any documents reasonably requested by RBT to effect the foregoing.  If any of the Releasable Assets are sold by RBT or the SRB Holding Company, the Collateral Agent may require RBT to, subject to the Convertible Debt Facility, prepay any portion of the Notes from the net proceeds actually received by RBT or the SRB Holding Company in such transaction, but only after application of the portion of such proceeds required to satisfy tax obligations or obligations under mechanics’ liens.
 
5.    General Representations and Warranties.  Company represents and warrants to Collateral Agent and the Investors purchasing Notes on or after the Effective Date that (a) Company is the owner of the Collateral (or, in the case of after-acquired Collateral, at the time Company acquires rights in the Collateral, will be the owner thereof) and that no other Person has (or, in the case of after-acquired Collateral, at the time Company acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other than Permitted Liens; and (b) upon the filing of UCC-1 financing statements (“Financing Statement”) with the Secretaries of State of the State of California and the State of Delaware, Collateral Agent has (or in the case of after-acquired Collateral, at the time Company acquires rights therein, will have) a first priority perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing, except for Permitted Liens and any Liens in favor of the Convertible Debt Lenders.  The filing of the Financing Statement’s as described above shall perfect Collateral Agent’s Lien on the Company’s issued patents and the Company’s registered trademarks.  Company hereby advises Collateral Agent that a bona fide purchaser for value who has recorded an assignment with the United States Patent and Trademark Office (“USPTO”) may defeat the earlier security interest of a secured party in an issued patent or a registered trademark that only files a UCC-1 in the appropriate offices and that does not record such Lien with the USPTO.  Company hereby advises Collateral agent that a security interest in money and a security interest in a deposit account may only be perfected by control, and not by the filing of a Financing Statement.  The filing of the Financing Statements as provided above will perfect Collateral Agent’s security interests in the stock and membership interests of RBT’s subsidiaries organized in any State in the United States.
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6.    Covenants Relating to Collateral.  Company hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Collateral Agent therein and the perfection and first priority of such Lien, except for Permitted Liens; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting any Collateral; (d) without 30 days’ written notice to Collateral Agent, (i) not to change Company’s name or place of business (or, if Company has more than one place of business, its chief executive office), or the office in which Company’s records relating to accounts receivable and payment intangibles are kept, and (ii) not to change Company’s state of incorporation, and (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Collateral Agent to perfect, maintain and protect its Lien hereunder and the priority thereof.
 
7.    Authorized Action by Collateral Agent.  Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may, except as otherwise provided herein, perform (but Collateral Agent shall not be obligated to and shall incur no liability to Company or any third party for failure so to do) any act which Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (c) insure, process and preserve the Collateral; (d) pay any indebtedness of Company relating to the Collateral; and (e) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (d) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default.  Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as Company’s attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations.  It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.
 
8.    Default and Remedies.
 
(a)    Default.  Company shall be deemed in default under this Security Agreement upon the occurrence and during the continuance of an Event of Default (as defined in the Notes).
 
(b)    Remedies.  Upon the occurrence and during the continuance of any such Event of Default, Collateral Agent shall, except as otherwise provided herein, have the rights of a secured creditor under the UCC, all rights granted by this Security Agreement and by law.  Company hereby agrees that ten (10) days’ notice of any intended sale or disposition of any Collateral is reasonable.
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(c)    Application of Collateral Proceeds.  The proceeds and/or avails of the Collateral or the Real Property (as defined below), or any part thereof, and the proceeds and the avails of any remedy hereunder and under the Mortgages (as well as any other amounts of any kind held by Collateral Agent at the time of, or received by Collateral Agent after, the occurrence of an Event of Default) shall be paid to and applied as follows:
 
(i)    First, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral and the Real Property, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Collateral Agent;
 
(ii)    Second, to the payment to each Subsequent Investor of the amount then owing or unpaid on such Investor’s Subsequent Note;
 
(iii)  Third, to the payment to each Investor of the amount then owing or unpaid on such Investor’s Initial Note(s), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Initial Note(s), then its Pro Rata Share of the amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal);
 
(iv)   Fourth, to the payment of other amounts then payable to each Investor under any of the Transaction Documents, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then its Pro Rata Share of the amount remaining to be distributed; and
 
(v)    Fifth, to the payment of the surplus, if any, to RBT, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same.
 
For purposes of this Security Agreement, the term “Pro Rata Share” shall mean, when calculating an Investor’s portion of any distribution or amount, that distribution or amount (expressed as a percentage) equal to a fraction (i) the numerator of which is the original outstanding principal amount of such Investor’s Initial Note(s) and (ii) the denominator of which is the original aggregate outstanding principal amount of all Initial Notes issued under the Purchase Agreement.  In the event that an Investor receives payments or distributions in excess of its Pro Rata Share, then such Investor shall hold in trust all such excess payments or distributions for the benefit of the other Investors and shall pay such amounts held in trust to such other Investors upon demand by such Investors.
 
9.    Collateral Agent.
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(a)    Appointment and Removal.  The Investors hereby appoint Baruch Halpern and Greg Vislocky as collateral agents for the Investors under this Security Agreement (in such capacities, and any successors thereto, collectively, the “Collateral Agent”) and as agents for the Investors with respect to the Mortgages, to serve from January 17, 2012 until the termination of the Security Agreement and the Mortgages or until one or both of such individuals serving as the Collateral Agent resigns or is removed as provided in this Section 9(a).  A Majority in Interest of Investors may remove a new Collateral Agent or replace a Collateral Agent.  If for any reason there is less than two individuals serving as Collateral Agent, a Majority in Interest of the Investors shall promptly appoint a new individual to serve as Collateral Agent.  The Collateral Agent may only act if the action is an affirmative action of all individuals serving collectively as the Collateral Agent; provided, however, that if both individuals serving as the Collateral Agent are unable to agree upon an action to be taken by the Collateral Agent, either individual may deliver to the other individual a written notice of such disagreement, stating in reasonably detail the substance of the disagreement(s) (the “Disputed Items” and such notice, the “Notice of Dispute”). Upon delivery of the Notice of Dispute, the two individuals shall discuss such Disputed Items in good faith.  If the individuals cannot resolve such Disputed Items on or prior to 10 Business Days after delivery of the Notice of Dispute (an “Unresolved Dispute Item”), then the individuals shall use commercially reasonable efforts to cause a mutually agreeable third party workout specialist (the “Referee”) to determine, within 20 Business Days following such date of hire, the Unresolved Dispute Items. If the individuals can’t agree on a Referee on or prior to 20 Business Days after delivery of the Notice of Dispute, the individual that did not deliver the Notice of Dispute will prepare a list of three third party workout specialists, the other individual will eliminate two of the names, and the remaining name on the list will be the Referee. The individuals each shall provide the Referee with all necessary documents.  The Referee shall determine only those Unresolved Dispute Items.  After the 20 Business Days period following hire, the Referee shall render its opinion as to the Unresolved Dispute Items and shall submit to both individuals a written determination of such Unresolved Dispute Items.  The determination of the Referee shall, with respect to such Unresolved Dispute Items, be final, conclusive, binding and non-appealable.  Either individual serving as Collateral Agent may take action in accordance with the determination of the Referee without the approval of the other individual serving as Collateral Agent.
 
(b)    Powers and Duties of Collateral Agent, Indemnity by Investors.
 
(i)    Each Investor hereby irrevocably authorizes the Collateral Agent to take such action and to exercise such powers hereunder as provided herein or as requested in writing by the Investors of a Majority in Interest in accordance with the terms hereof, together with such powers as are reasonably incidental thereto.  Collateral Agent may execute any of its duties hereunder and under the Mortgages by or through agents or employees and shall be entitled to request and act in reliance upon the advice of counsel concerning all matters pertaining to its duties hereunder and thereunder and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance therewith.
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(ii)    Neither the Collateral Agent nor any of its directors, officers or employees shall be liable or responsible to any Investor or to Company for any action taken or omitted to be taken by Collateral Agent or any other such person hereunder, under the Mortgages or under any related agreement, instrument or document, except in the case of gross negligence or willful misconduct on the part of the Collateral Agent, nor shall the Collateral Agent or any of its directors, officers or employees be liable or responsible for (i) the validity, effectiveness, sufficiency, enforceability or enforcement of the Notes, this Security Agreement, the Mortgages or any instrument or document delivered hereunder or relating hereto; (ii) the title of Company to any of the Collateral or the real property and fixtures securing the Obligations under the Mortgages (collectively, the “Real Property”) or the freedom of any of the Collateral or Real Property from any prior or other liens or security interests; (iii) the determination, verification or enforcement of Company’s compliance with any of the terms and conditions of this Security Agreement or the Mortgages; (iv) the failure by Company to deliver any instrument or document required to be delivered pursuant to the terms hereof or the Mortgages; or (v) the receipt, disbursement, waiver, extension or other handling of payments or proceeds made or received with respect to the Collateral or the Real Property, the servicing of the Collateral or the Real Property or the enforcement or the collection of any amounts owing with respect to the Collateral or the Real Property.
 
(iii)  In the case of this Security Agreement and the transactions contemplated hereby and the Mortgages and any related document relating to any of the Collateral or the Real Property, each of the Investors agrees to pay to the Collateral Agent, on demand, its Pro Rata Share of all reasonable fees and all reasonable expenses incurred in connection with the operation and enforcement of this Security Agreement, the Mortgages, the Notes or any related agreement to the extent that such fees or expenses have not been paid by Company.  In the case of this Security Agreement and each instrument and document relating to any of the Collateral or the Real Property, each of the Investors and the Company hereby agrees to hold the Collateral Agent harmless, and to indemnify the Collateral Agent from and against any and all loss, damage, expense or liability which may be incurred by the Collateral Agent under this Security Agreement, the Mortgages and the transactions contemplated hereby and any related agreement or other instrument or document, as the case may be, unless such liability shall be caused by the willful misconduct or gross negligence of the Collateral Agent.
 
10.    NutraSA.
 
(a)    Negative Pledge.  So long as any Obligations are outstanding, RBT shall not sell, transfer, assign, pledge, or grant a security interest in any of the membership interests held by RBT in NutraSA other than to the Convertible Debt Lenders.
 
(b)    Prepayment.  If a NutraSA Liquidity Transaction is completed, the Collateral Agent may require RBT to prepay any portion of the Notes from the NutraSA Proceeds, subject to the terms of any subordination agreement with the Convertible Debt Lenders.
 
11.    Miscellaneous.
 
(a)    Notices.  Except as otherwise provided herein, all notices, requests, demands, consents, instructions or other communications to or upon Company or Collateral Agent under this Security Agreement shall be in writing and faxed, mailed or delivered to each party to the facsimile number or its address set forth below (or to such other facsimile number or address as the recipient of any notice shall have notified the other in writing).  All such notices and communications shall be effective (a) when sent by Federal Express or other overnight service of recognized standing, on the business day following the deposit with such service; (b) when mailed, by registered or certified mail, first class postage prepaid and addressed as aforesaid through the United States Postal Service, upon receipt; (c) when delivered by hand, upon delivery; and (d) when faxed, upon confirmation of receipt.
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Collateral Agent:
 
 
Gregory J. Vislocky
 
7700 NE Parkway Dr. Suite 300
 
Vancouver, WA 98662
 
Telephone: (360) 735-7155, Ext. 257
 
Email: gvislocky@prestigecare.com
 
 
And:
 
 
Baruch Halpern
 
20900 NE 30th Ave., Suite 200
 
Aventura, FL 33180
 
Telephone: (786) 528-1400
 
Email: bhalpern@halperncapital.com
 
 
Any Company:
 
 
RBT
 
6720 N. Scottsdale Road, Suite 390
 
Scottsdale, AZ 85253
 
Attention: W. John Short, CEO
 
Telephone: (602) 522-3000
 
Facsimile: (602) 522-3001
with a copy to:
 
 
Weintraub Tobin Chediak Coleman Grodin Law Corporation
 
400 Capitol Mall, 11th Floor
 
Sacramento, CA 95814
 
Attention: Chris Chediak, Esq.
 
Telephone: (916) 558-6016
 
Facsimile: (916) 446-1611
 
Email: cchediak@weintraub.com
 
(b)    Nonwaiver.  No failure or delay on Collateral Agent’s part in exercising any right hereunder shall operate as a waiver thereof or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any other right.
 
(c)    Amendments and Waivers.  Except as expressly provided herein, this Security Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments signed by RBT and a Majority in Interest of the Investors; provided, however, that Investors purchasing Notes in a Closing after the Initial Closing (as defined in the Purchase Agreement) may become Investors under this Security Agreement, by executing a counterpart of this Security Agreement without any amendment of this Security Agreement pursuant to this paragraph or any consent or approval of a Majority in Interest of the Investors. Each waiver or consent under any provision hereof shall be effective only in the specific instances for the purpose for which given.
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(d)    Assignments.  This Security Agreement shall be binding upon and inure to the benefit of Collateral Agent and Company and their respective successors and assigns; provided, however, that Company may not sell, assign or delegate rights and obligations hereunder without the prior written consent of Collateral Agent.
 
(e)    Cumulative Rights, etc.  The rights, powers and remedies of Collateral Agent under this Security Agreement shall be in addition to all rights, powers and remedies given to Collateral Agent by virtue of any applicable law, rule or regulation of any governmental authority, any Transaction Document or any other agreement, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing Collateral Agent’s rights hereunder.  Company waives any right to require Collateral Agent to proceed against any person or entity or to exhaust any Collateral or to pursue any remedy in Collateral Agent’s power.
 
(f)    Payments Free of Taxes, Etc.  All payments made by Company under the Transaction Documents shall be made by Company free and clear of and without deduction for any and all present and future taxes, levies, charges, deductions and withholdings.  In addition, Company shall pay upon demand any stamp or other taxes, levies or charges of any jurisdiction with respect to the execution, delivery, registration, performance and enforcement of this Security Agreement.  Upon request by Collateral Agent, Company shall furnish evidence satisfactory to Collateral Agent that all requisite authorizations and approvals by, and notices to and filings with, governmental authorities and regulatory bodies have been obtained and made and that all requisite taxes, levies and charges have been paid.
 
(g)    Partial Invalidity.  If at any time any provision of this Security Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Security Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.
 
(h)    Construction.  Each of this Security Agreement and the other Transaction Documents is the result of negotiations among, and has been reviewed by, Company, Investors, Collateral Agent and their respective counsel.  Accordingly, this Security Agreement and the other Transaction Documents shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against Company, Investors or Collateral Agent.
 
(i)    Entire Agreement.  This Security Agreement taken together with the other Transaction Documents constitute and contain the entire agreement of Company, Investors and Collateral Agent and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.  This Security Agreement amended and restates the Existing Agreement in its entirety as of the Effective Date.
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(j)    Other Interpretive Provisions.   References in this Security Agreement and each of the other Transaction Documents to any document, instrument or agreement (a) includes all exhibits, schedules and other attachments thereto, (b) includes all documents, instruments or agreements issued or executed in replacement thereof, and (c) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Security Agreement or any other Transaction Document refer to this Security Agreement or such other Transaction Document, as the case may be, as a whole and not to any particular provision of this Security Agreement or such other Transaction Document, as the case may be.  The words “include” and “including” and words of similar import when used in this Security Agreement or any other Transaction Document shall not be construed to be limiting or exclusive.
 
(k)    Governing Law.  This Security Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflicts of law rules (except to the extent governed by the UCC).
 
(l)    Counterparts. This Security Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.
 
[The remainder of this page is intentionally left blank]
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The parties below have caused this Second Amended and Restated Security Agreement to be executed as of the day and year first above written.

RICEBRAN TECHNOLOGIES
 
THE RICEX COMPANY
 
 
 
a Delaware corporation
 
 
 
 
 
By:
 /s/ J. Dale Belt
 
By:
/s/ W. John Short
J. Dale Belt, Chief Financial Officer
 
 
W. John Short, President
 
 
 
 
 
RICE SCIENCE, LLC
 
 
 
a Delaware limited liability company
 
 
 
 
 
 
 
 
By: RiceBran Technologies, its member
 
 
 
 
 
 
 
 
By:
 /s/ J. Dale Belt
 
 
 
 
   J. Dale Belt, Chief Financial Officer
 
 
 
 
 
 
 
 
Collateral Agents
 
Investors
 
 
 
 
 
/s/ Baruch Halpern
 
/s/ Gregory J. Vislocky
Baruch Halpern
 
Gregory J. Vislocky
 
 
 
 
 
/s/ W. John Short
 
The Shoshana Shapiro Halpern
W. John Short
 
Revocable Trust UA June 13, 2006
 
 
 
 
 
 
 
 
By:
 /s/ Baruch Halpern
 
 
 
 
Baruch Halpern, Trustee
 
 
By:
/s/ Shoshana Halpern
 
Shoshana Halpern, Trustee

[Signature Page to Second Amended and Restated Security Agreement]
Signature Page for Additional Investors

INVESTOR:
 
 
 
 
 
 
 
 
Name of Investor
 
 
 
/s/
 
 
Signature of Investor
 
 
 
 
 
 
Title of Signatory, if applicable

[Signature Page to Second Amended and Restated Security Agreement]
Schedule I
 
Investors

Gregory J. Vislocky
 
Brian Rick Delamarter
 
Harold Guy Delamarter
 
The Shoshana Shapiro Halpern Revocable Trust UA June 13, 2006
 
Weintraub Partners
 
W. John Short and Karen A Wilson
 
Edward McMillan
 
Zanesville Partners Fund, LLC
 
Alon Gibli
 
Michael Geliebter
 
Baruch Halpern IRA


Schedule II
 
Early Investors

Gregory J. Vislocky
 
Brian Rick Delamarter
 
Harold Guy Delamarter
 
The Shoshana Shapiro Halpern Revocable Trust UA June 13, 2006
 
Weintraub Partners
 
W. John Short and Karen A Wilson
 
Edward McMillan
 
Zanesville Partners Fund, LLC
 
Alon Gibli
 
Michael Geliebter
 
Baruch Halpern IRA
 
 
 EX-10.82 12 ex10_82.htm EXHIBIT 10.82
Exhibit 10.82

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.  THIS NOTE IS SUBJECT TO THE TERMS OF A RESTATED SUBORDINATION AGREEMENT IN FAVOR OF TCA GLOBAL CREDIT MASTER FUND, LP AND HILLAIR CAPITAL INVESTMENTS, L.P., DATED ON OR ABOUT MAY 9, 2013.”

RICEBRAN TECHNOLOGIES
 
AMENDED AND RESTATED SECURED PROMISSORY NOTE
 
$__________
[Insert Issuance Date]
 
Scottsdale, Arizona
 
This promissory note (“Note”) amends and restates in its entirety that certain Secured Convertible Promissory Note, dated ____, in the original principal sum of ___________ (_______) (as thereafter amended before the date hereof, the “Original Note”), made by RiceBran Technologies, a California corporation (the “Company”), The RiceX Company, a Delaware corporation (“RiceX”), and RiceScience, LLC, a California limited liability company (“RiceScience”, and together with RiceX, the “Subsidiaries”).  This Note shall be effective on the Trigger Date (as defined in the Note Purchase Agreement).
 
FOR VALUE RECEIVED, The Company and the Subsidiaries, together, jointly and severally, promise to pay to ___________________ (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of __________________________ Dollars ($_____________), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to 5.00% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days.  All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) July 31, 2016 (the “Maturity Date”) or (ii) when such amounts are due and payable pursuant to Section 5 below.  This Note is one of the “Notes” issued pursuant to the Note and Warrant Purchase Agreement, originally dated January 17, 2012 (as amended, modified or supplemented, the “Note Purchase Agreement”) between the Company and the Investors (as defined in the Note Purchase Agreement).
THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY CERTAIN MORTGAGES AND THE SECOND AMENDED AND RESTATED SECURITY AGREEMENT (THE “SECURITY AGREEMENT”) DATED NOVEMBER __, 2013 AND EXECUTED BY COMPANY AND THE SUBSIDIARIES FOR THE BENEFIT OF INVESTOR.  ADDITIONAL RIGHTS OF INVESTOR ARE SET FORTH IN THE SECURITY AGREEMENT.
 
The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:
 
1.                   Definitions. As used in this Note, the following capitalized terms have the following meanings:
 
(a)     “Company” includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of the Company under this Note.
 
(b)     “Event of Default” has the meaning given in Section 4 hereof.
 
(c)     “Investor” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note. A reference to a Lien of Investor or a security agreement executed in favor of Investor shall be deemed to include a Lien granted to a collateral agent on behalf of Investor and a security agreement executed in favor of a collateral agent on behalf of Investor, respectively.
 
(d)    “Lien” shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction.
 
(e)     “Majority in Interest” shall mean (i) more than 50% of the aggregate outstanding principal amount of the Notes issued pursuant to the Note Purchase Agreement, including all Notes issued to the Early Investors (as defined in the Note Purchase Agreement), and (ii) so long as Greg Vislocky and/or any entity controlled by Greg Vislocky together holds a Note or Notes with an aggregate outstanding principal amount of at least One Hundred Thousand Dollars ($100,000), Greg Vislocky.
 
(f)      “Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, operations, or financial condition of the Company; or (b) the ability of the Company to pay or perform the Obligations in accordance with the terms of this Note.
 
(g)     “Note Purchase Agreement” has the meaning given in the introductory paragraph hereof.
 
(h)    “Obligations” shall mean the Company’s obligations to pay principal, accrued interest and expenses under the Note and the Security Agreement.
 
(i)      “Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.
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(j)     “Securities Act” shall mean the Securities Act of 1933, as amended.
 
(k)    “Security Agreement” has the meaning given in the introductory paragraphs to this Note.
 
(l)     “Transaction Documents” shall mean this Note, each of the other Notes issued under the Note Purchase Agreement, the Note Purchase Agreement, and the Security Agreement.
 
2.                   Interest.  Any interest on the Original Note that accrued before the date of this Note that did not convert to principal pursuant to the Original Note or that has not been paid shall be paid within five (5) business days following the date hereof.  Prior to the Maturity Date, all interest on this Note that accrues on and following the Trigger Date and during a calendar quarter (“Quarterly Accrued Interest”) shall be paid to Investor by the fifth (5th) business day of the first month of the immediately following calendar quarter.  The Company may prepay any portion of the principal hereunder that represents Quarterly Accrued Interest.  In the event any interest payment due hereunder is not received by Investor within ten (10) days of when due, the Company shall pay to Investor as a late charge (i) a sum of five percent (5%) of such overdue amount and (ii) at the end of each successive month thereafter, a sum of five percent (5%) of such overdue amount that has not been paid by the end of such month.
 
3.                   Prepayment. The Company may prepay this Note in whole or in part; provided that any such prepayment will be applied first to the payment of expenses due under this Note, second to interest accrued on this Note and third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of this Note.
 
4.                   Events of Default. Time is of the essence with respect to the Company’s and the Subsidiaries’ obligations under this Note.  The occurrence of any of the following shall constitute an “Event of Default” under this Note and the other Transaction Documents:
 
(a)    Failure to Pay.  The Company fails to pay when due any principal or interest payment on the due date hereunder and such payment is not made within ten (10) days of the Company’s receipt of Investor’s written notice to the Company of such failure to pay; provided, however, that Investor shall not be required to deliver more than two such notices during the 12-calendar month period preceding the date any payment becomes due; in the event that Investor is not required to deliver notice, the Company fails to pay when due any principal or interest payment within five (5) days of the due date hereunder;
 
(b)    Cross Default.  The holder of any indebtedness for borrowed money in excess of Five Hundred Thousand Dollars ($500,000) validly accelerates the payment of all of such indebtedness because of a default by the Company, and the Company does not within thirty (30) days of the acceleration (i) cure the default, (ii) obtain a waiver of the default or (iii) obtain agreement from the holder to forbear from seeking early repayment of such accelerated amounts;
 
(c)    Change of Control.  The Company is acquired by another Person by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s shareholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities primarily for the purposes of raising additional funds shall not constitute an Event of Default); or the Company sells all or substantially all of its assets;
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(d)    Voluntary Bankruptcy or Insolvency Proceedings. After the date hereof, the Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (v) take any action for the purpose of effecting any of the foregoing;
 
(e)    Involuntary Bankruptcy or Insolvency Proceedings. After the date hereof, proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 90 days of commencement; or
 
(f)    Default under Transaction Documents. The Company or any Subsidiary materially breaches the terms of any of the Transaction Documents, except, in the case of a breach (or the effect thereof) that is curable, only if such breach remains uncured for a period of twenty (20) days following the Collateral Agent’s (as defined in the Security Agreement) written notice to the Company of such breach.
 
(g)            Failure to Authorize Shares. The Company does not receive shareholder approval to increase the authorized number of shares of Common Stock of the Company to an amount that would enable the Company to issue the common stock underlying its then outstanding warrants on or before July 1, 2014.
 
5.                   Rights of Investor upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default described in Sections 4(d), 4(e) or 4(g)) and at any time thereafter during the continuance of such Event of Default, Investor may by written notice to the Company, declare all outstanding Obligations payable by the Company and the Subsidiaries hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.  Upon the occurrence or existence of any Event of Default described in Sections 4(d) and 4(e), immediately and without notice, all outstanding Obligations payable by the Company and the Subsidiaries hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.  In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Investor may exercise any other right power or remedy granted to it by the Transaction Documents or otherwise permitted to it by law and in accordance with the Transaction Documents, either by suit in equity or by action at law, or both.  Upon the occurrence or existence of any Event of Default described in Sections 4(g), the unpaid principal balance shall bear an additional five percent (5%) per annum interest rate until such time as sufficient shares of Common Stock of Company are authorized.
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6.                  Successors and Assigns.  Subject to the restrictions on transfer described in Sections 8 and 9 below, the rights and obligations of the Company, the Subsidiaries and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
7.                  Waiver and Amendment.  Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the holders of a Majority in Interest; provided, however, that no such amendment, modification or waiver which would (i) extend the Maturity Date for more than one year, (ii) reduce the principal amount payable hereunder, or (iii) change the terms of one Note without changing the terms of all other Notes equally, shall be made without the consent of the Investor holding the Note so affected.
 
8.                  Transfer of this Note.  Investor agrees to comply with all applicable securities laws in connection with the transfer of this Note. With respect to any offer, sale or other disposition of this Note, Investor will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Investor’s counsel, or other evidence if reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Company, as promptly as practicable, shall notify Investor that Investor may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company.  If a determination has been made pursuant to this Section 9 that the opinion of counsel for Investor, or other evidence, is not reasonably satisfactory to the Company, the Company shall so notify Investor promptly after such determination has been made.  Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act.  The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.  Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company.  Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.
 
9.                  Assignment by the Company and the Subsidiaries.  Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company or the Subsidiaries without the prior written consent of the holders of a Majority in Interest.
 
10.                Notices.  All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Note Purchase Agreement (and in the case of the Subsidiaries, notice shall be provided to the Company’s address), or at such other address or facsimile number as the Company shall have furnished to Investor in writing.  All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.
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11.                Pari Passu Notes.  Investor acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Notes issued pursuant to the Note Purchase Agreement before November __, 2013 or pursuant to the terms of such Notes.  In the event Investor receives payments in excess of (i) its pro rata share of the Company’s or the Subsidiaries’ payments to the Investors of all of the Notes or (ii) payments then due and payable in respect of Notes issued on or after November __, 2013, then Investor shall hold in trust all such excess payments for the benefit of the holders of such other Notes and shall pay such amounts held in trust to such other holders upon demand by such holders.
 
12.               Usury. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.
 
13.               Waivers. The Company and each of the Subsidiaries hereby waive notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
 
14.                Governing Law.  This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California, or of any other state.
 
[Signature Page Follows]
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The Company has caused this Note to be issued as of the date first written above.

 
RICEBRAN TECHNOLOGIES
 
a California corporation
 
 
 
 
 
By:
/s/ J. Dale Belt
 
 
J. Dale Belt, Chief Financial Officer
 
 
 
 
 
 
 
 
 
THE RICEX COMPANY
 
a Delaware corporation
 
 
 
 
 
By:
/s/ W. John Short
 
 
W. John Short, Chief Executive Officer
 
 
 
 
 
RICE SCIENCE, LLC
 
a Delaware limited liability company
 
 
 
 
 
By: RiceBran Technologies, its member
 
 
 
 
 
 
By: 
/s/ J. Dale Belt
 
 
J. Dale Belt, Chief Financial Officer

INVESTOR
 
 
 
 
 
Please print Investor name
 
 
 
 
 
By: /s/
 
 
 
Its:
  
 
 
 
 
[Signature page to Amended and Restated Secured Promissory Note]
 EX-10.83 13 ex10_83.htm EXHIBIT 10.83
Exhibit 10.83

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.  THIS NOTE IS SUBJECT TO THE TERMS OF A RESTATED SUBORDINATION AGREEMENT IN FAVOR OF TCA GLOBAL CREDIT MASTER FUND, LP AND HILLAIR CAPITAL INVESTMENTS, L.P., DATED ON OR ABOUT MAY 9, 2013.”

RICEBRAN TECHNOLOGIES
 
SECURED PROMISSORY NOTE
 
$200,000.00
November 13, 2013
 
Scottsdale, Arizona
 
FOR VALUE RECEIVED, RiceBran Technologies, a California corporation (the “Company”), The RiceX Company, a Delaware corporation (“RiceX”), and Rice Science, LLC, a California limited liability company (“Rice Science”, and together with RiceX, the “Subsidiaries”), together, jointly and severally, promise to pay to Gregory Vislocky  (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of two hundred thousand Dollars ($200,000.00), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to 5.00% per annum (“Interest Rate”), computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) July 31, 2016 (the “Maturity Date”) or (ii) when such amounts are due and payable pursuant to Section 5 below.  This Note is one of the “Notes” issued pursuant to the Note and Warrant Purchase Agreement, originally dated January 17, 2012 (as amended, modified or supplemented, the “Note Purchase Agreement”) between the Company and the Investors (as defined in the Note Purchase Agreement).  In addition, this Note is a “Subsequent Note” under the Note Purchase Agreement.
 
THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY CERTAIN MORTGAGES AND THE SECOND AMENDED AND RESTATED SECURITY AGREEMENT (THE “SECURITY AGREEMENT”) DATED NOVEMBER 13, 2013 AND EXECUTED BY COMPANY AND THE SUBSIDIARIES FOR THE BENEFIT OF INVESTOR.  ADDITIONAL RIGHTS OF INVESTOR ARE SET FORTH IN THE SECURITY AGREEMENT.
 
The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:
1.                   Definitions. As used in this Note, the following capitalized terms have the following meanings:
 
(a)     “Company” includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of the Company under this Note.
 
(b)     “Event of Default” has the meaning given in Section 4 hereof.
 
(c)     “Investor” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note. A reference to a Lien of Investor or a security agreement executed in favor of Investor shall be deemed to include a Lien granted to a collateral agent on behalf of Investor and a security agreement executed in favor of a collateral agent on behalf of Investor, respectively.
 
(d)     “Lien” shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction.
 
(e)     “Majority in Interest” shall mean (i) more than 50% of the aggregate outstanding principal amount of the Notes issued pursuant to the Note Purchase Agreement, including all Notes issued to the Early Investors (as defined in the Note Purchase Agreement), and (ii) so long as Greg Vislocky and/or any entity controlled by Greg Vislocky together holds a Note or Notes with an aggregate outstanding principal amount of at least One Hundred Thousand Dollars ($100,000), Greg Vislocky.
 
(f)      “Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, operations, or financial condition of the Company; or (b) the ability of the Company to pay or perform the Obligations in accordance with the terms of this Note.
 
(g)     “Note Purchase Agreement” has the meaning given in the introductory paragraph hereof.
 
(h)     “Obligations” shall mean the Company’s obligations to pay principal, accrued interest and expenses under the Note and the Security Agreement.
 
(i)      “Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.
 
(j)       “Securities Act” shall mean the Securities Act of 1933, as amended.
 
(k)     “Transaction Documents” shall mean this Note, each of the other Notes issued under the Note Purchase Agreement, the Note Purchase Agreement, and the Security Agreement.
-2-
2.                   Interest.  Any interest on the Original Note that accrued before the date of this Note that did not convert to principal pursuant to the Original Note or that has not been paid shall be paid within five (5) business days following the date hereof.  Prior to the Maturity Date, all interest on this Note that accrues on and following the Trigger Date and during a calendar quarter (“Quarterly Accrued Interest”) shall be paid to Investor by the fifth (5th) business day of the first month of the immediately following calendar quarter.  The Company may prepay any portion of the principal hereunder that represents Quarterly Accrued Interest.  In the event any interest payment due hereunder is not received by Investor within ten (10) days of when due, the Company shall pay to Investor as a late charge (i) a sum of five percent (5%) of such overdue amount and (ii) at the end of each successive month thereafter, a sum of five percent (5%) of such overdue amount that has not been paid by the end of such month.
 
3.                   Prepayment. The Company may prepay this Note in whole or in part; provided that any such prepayment will be applied first to the payment of expenses due under this Note, second to interest accrued on this Note and third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of this Note.
 
4.                    Events of Default. Time is of the essence with respect to the Company’s and the Subsidiaries’ obligations under this Note.  The occurrence of any of the following shall constitute an “Event of Default” under this Note and the other Transaction Documents:
 
(a)    Failure to Pay.  The Company fails to pay when due any principal or interest payment on the due date hereunder and such payment is not made within ten (10) days of the Company’s receipt of Investor’s written notice to the Company of such failure to pay; provided, however, that Investor shall not be required to deliver more than two such notices during the 12-calendar month period preceding the date any payment becomes due; in the event that Investor is not required to deliver notice, the Company fails to pay when due any principal or interest payment within five (5) days of the due date hereunder;
 
(b)    Cross Default.  The holder of any indebtedness for borrowed money in excess of Five Hundred Thousand Dollars ($500,000) validly accelerates the payment of all of such indebtedness because of a default by the Company, and the Company does not within thirty (30) days of the acceleration (i) cure the default, (ii) obtain a waiver of the default or (iii) obtain agreement from the holder to forbear from seeking early repayment of such accelerated amounts;
 
(c)    Change of Control.  The Company is acquired by another Person by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s shareholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities primarily for the purposes of raising additional funds shall not constitute an Event of Default); or the Company sells all or substantially all of its assets;
-3-
(d)    Voluntary Bankruptcy or Insolvency Proceedings. After the date hereof, the Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (v) take any action for the purpose of effecting any of the foregoing;
 
(e)     Involuntary Bankruptcy or Insolvency Proceedings. After the date hereof, proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 90 days of commencement; or
 
(f)     Default under Transaction Documents. The Company or any Subsidiary materially breaches the terms of any of the Transaction Documents, except, in the case of a breach (or the effect thereof) that is curable, only if such breach remains uncured for a period of twenty (20) days following the Collateral Agent’s (as defined in the Security Agreement) written notice to the Company of such breach.
 
5.                   Rights of Investor upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default described in Sections 4(d) or 4(e)) and at any time thereafter during the continuance of such Event of Default, Investor may by written notice to the Company, declare all outstanding Obligations payable by the Company and the Subsidiaries hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.  Upon the occurrence or existence of any Event of Default described in Sections 4(d) and 4(e), immediately and without notice, all outstanding Obligations payable by the Company and the Subsidiaries hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.  In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Investor may exercise any other right power or remedy granted to it by the Transaction Documents or otherwise permitted to it by law and in accordance with the Transaction Documents, either by suit in equity or by action at law, or both.
 
6.                  Successors and Assigns.  Subject to the restrictions on transfer described in Sections 8 and 9 below, the rights and obligations of the Company, the Subsidiaries and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
7.                  Waiver and Amendment.  Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the holder of this Note.
-4-
8.                  Transfer of this Note.  Investor agrees to comply with all applicable securities laws in connection with the transfer of this Note. With respect to any offer, sale or other disposition of this Note, Investor will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Investor’s counsel, or other evidence if reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Company, as promptly as practicable, shall notify Investor that Investor may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company.  If a determination has been made pursuant to this Section 9 that the opinion of counsel for Investor, or other evidence, is not reasonably satisfactory to the Company, the Company shall so notify Investor promptly after such determination has been made.  Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act.  The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.  Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company.  Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.
 
9.                 Assignment by the Company and the Subsidiaries.  Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company or the Subsidiaries without the prior written consent of the holder of this Note.
 
10.                Notices.  All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Note Purchase Agreement (and in the case of the Subsidiaries, notice shall be provided to the Company’s address), or at such other address or facsimile number as the Company shall have furnished to Investor in writing.  All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.
 
11.                Usury. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.
 
12.               Waivers. The Company and each of the Subsidiaries hereby waive notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
 
13.                Governing Law.  This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California, or of any other state.
 
[Signature Page Follows]
-5-
The Company has caused this Note to be issued as of the date first written above.
 
 
RICEBRAN TECHNOLOGIES
 
a California corporation
 
 
 
 
 
By:
/s/ J. Dale Belt 
 
 
J. Dale Belt, Chief Financial Officer
 
 
 
 
 
THE RICEX COMPANY
 
a Delaware corporation
 
 
 
 
 
By:
/s/ W. John Short
 
 
W. John Short, Chief Executive Officer
 
 
 
 
 
RICE SCIENCE, LLC
 
a Delaware limited liability company
 
 
 
 
 
By: RiceBran Technologies, its member
 
 
 
 
 
 
By: 
/s/ J. Dale Belt
 
 
Jerry Dale Belt, Chief Financial Officer

INVESTOR
 
 
Gregory Vislocky
 
 
 
By: /s/
Gregory Vislocky
 
 
 
[Signature page to Secured Promissory Note]
 
 
 EX-10.84 14 ex10_84.htm EXHIBIT 10.84
Exhibit 10.84

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.  THIS NOTE IS SUBJECT TO THE TERMS OF A RESTATED SUBORDINATION AGREEMENT IN FAVOR OF TCA GLOBAL CREDIT MASTER FUND, LP AND HILLAIR CAPITAL INVESTMENTS, L.P., DATED ON OR ABOUT MAY 9, 2013.”

RICEBRAN TECHNOLOGIES
 
SECURED PROMISSORY NOTE
 
$300,000.00
                     November 27, 2013
 
Scottsdale, Arizona
 
FOR VALUE RECEIVED, RiceBran Technologies, a California corporation (the “Company”), The RiceX Company, a Delaware corporation (“RiceX”), and Rice Science, LLC, a California limited liability company (“Rice Science”, and together with RiceX, the “Subsidiaries”), together, jointly and severally, promise to pay to Gregory Vislocky  (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of three hundred thousand Dollars ($300,000.00), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to 5.00% per annum (“Interest Rate”), computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) July 31, 2016 (the “Maturity Date”) or (ii) when such amounts are due and payable pursuant to Section 5 below.  This Note is one of the “Notes” issued pursuant to the Note and Warrant Purchase Agreement, originally dated January 17, 2012 (as amended, modified or supplemented, the “Note Purchase Agreement”) between the Company and the Investors (as defined in the Note Purchase Agreement).  In addition, this Note is a “Subsequent Note” under the Note Purchase Agreement.
 
THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY CERTAIN MORTGAGES AND THE SECOND AMENDED AND RESTATED SECURITY AGREEMENT (THE “SECURITY AGREEMENT”) DATED NOVEMBER 13, 2013 AND EXECUTED BY COMPANY AND THE SUBSIDIARIES FOR THE BENEFIT OF INVESTOR.  ADDITIONAL RIGHTS OF INVESTOR ARE SET FORTH IN THE SECURITY AGREEMENT.
 
The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:
1.                   Definitions. As used in this Note, the following capitalized terms have the following meanings:
 
(a)     “Company” includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of the Company under this Note.
 
(b)     “Event of Default” has the meaning given in Section 4 hereof.
 
(c)     “Investor” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note. A reference to a Lien of Investor or a security agreement executed in favor of Investor shall be deemed to include a Lien granted to a collateral agent on behalf of Investor and a security agreement executed in favor of a collateral agent on behalf of Investor, respectively.
 
(d)    “Lien” shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction.
 
(e)     “Majority in Interest” shall mean (i) more than 50% of the aggregate outstanding principal amount of the Notes issued pursuant to the Note Purchase Agreement, including all Notes issued to the Early Investors (as defined in the Note Purchase Agreement), and (ii) so long as Greg Vislocky and/or any entity controlled by Greg Vislocky together holds a Note or Notes with an aggregate outstanding principal amount of at least One Hundred Thousand Dollars ($100,000), Greg Vislocky.
 
(f)     “Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, operations, or financial condition of the Company; or (b) the ability of the Company to pay or perform the Obligations in accordance with the terms of this Note.
 
(g)    “Note Purchase Agreement” has the meaning given in the introductory paragraph hereof.
 
(h)    “Obligations” shall mean the Company’s obligations to pay principal, accrued interest and expenses under the Note and the Security Agreement.
 
(i)     “Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.
 
(j)      “Securities Act” shall mean the Securities Act of 1933, as amended.
 
(k)    “Transaction Documents” shall mean this Note, each of the other Notes issued under the Note Purchase Agreement, the Note Purchase Agreement, and the Security Agreement.
-2-
2.                  Interest.  Any interest on the Original Note that accrued before the date of this Note that did not convert to principal pursuant to the Original Note or that has not been paid shall be paid within five (5) business days following the date hereof.  Prior to the Maturity Date, all interest on this Note that accrues on and following the Trigger Date and during a calendar quarter (“Quarterly Accrued Interest”) shall be paid to Investor by the fifth (5th) business day of the first month of the immediately following calendar quarter.  The Company may prepay any portion of the principal hereunder that represents Quarterly Accrued Interest.  In the event any interest payment due hereunder is not received by Investor within ten (10) days of when due, the Company shall pay to Investor as a late charge (i) a sum of five percent (5%) of such overdue amount and (ii) at the end of each successive month thereafter, a sum of five percent (5%) of such overdue amount that has not been paid by the end of such month.
 
3.                  Prepayment. The Company may prepay this Note in whole or in part; provided that any such prepayment will be applied first to the payment of expenses due under this Note, second to interest accrued on this Note and third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of this Note.
 
4.                  Events of Default. Time is of the essence with respect to the Company’s and the Subsidiaries’ obligations under this Note.  The occurrence of any of the following shall constitute an “Event of Default” under this Note and the other Transaction Documents:
 
(a)    Failure to Pay.  The Company fails to pay when due any principal or interest payment on the due date hereunder and such payment is not made within ten (10) days of the Company’s receipt of Investor’s written notice to the Company of such failure to pay; provided, however, that Investor shall not be required to deliver more than two such notices during the 12-calendar month period preceding the date any payment becomes due; in the event that Investor is not required to deliver notice, the Company fails to pay when due any principal or interest payment within five (5) days of the due date hereunder;
 
(b)    Cross Default.  The holder of any indebtedness for borrowed money in excess of Five Hundred Thousand Dollars ($500,000) validly accelerates the payment of all of such indebtedness because of a default by the Company, and the Company does not within thirty (30) days of the acceleration (i) cure the default, (ii) obtain a waiver of the default or (iii) obtain agreement from the holder to forbear from seeking early repayment of such accelerated amounts;
 
(c)    Change of Control.  The Company is acquired by another Person by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s shareholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities primarily for the purposes of raising additional funds shall not constitute an Event of Default); or the Company sells all or substantially all of its assets;
-3-
(d)    Voluntary Bankruptcy or Insolvency Proceedings. After the date hereof, the Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (v) take any action for the purpose of effecting any of the foregoing;
 
(e)    Involuntary Bankruptcy or Insolvency Proceedings. After the date hereof, proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 90 days of commencement; or
 
(f)    Default under Transaction Documents. The Company or any Subsidiary materially breaches the terms of any of the Transaction Documents, except, in the case of a breach (or the effect thereof) that is curable, only if such breach remains uncured for a period of twenty (20) days following the Collateral Agent’s (as defined in the Security Agreement) written notice to the Company of such breach.
 
5.                  Rights of Investor upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default described in Sections 4(d) or 4(e)) and at any time thereafter during the continuance of such Event of Default, Investor may by written notice to the Company, declare all outstanding Obligations payable by the Company and the Subsidiaries hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.  Upon the occurrence or existence of any Event of Default described in Sections 4(d) and 4(e), immediately and without notice, all outstanding Obligations payable by the Company and the Subsidiaries hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.  In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Investor may exercise any other right power or remedy granted to it by the Transaction Documents or otherwise permitted to it by law and in accordance with the Transaction Documents, either by suit in equity or by action at law, or both.
 
6.                 Successors and Assigns.  Subject to the restrictions on transfer described in Sections 8 and 9 below, the rights and obligations of the Company, the Subsidiaries and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
 
7.                 Waiver and Amendment.  Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the holder of this Note.
-4-
8.                  Transfer of this Note.  Investor agrees to comply with all applicable securities laws in connection with the transfer of this Note. With respect to any offer, sale or other disposition of this Note, Investor will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Investor’s counsel, or other evidence if reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Company, as promptly as practicable, shall notify Investor that Investor may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company.  If a determination has been made pursuant to this Section 9 that the opinion of counsel for Investor, or other evidence, is not reasonably satisfactory to the Company, the Company shall so notify Investor promptly after such determination has been made.  Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act.  The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.  Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company.  Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.
 
9.                 Assignment by the Company and the Subsidiaries.  Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company or the Subsidiaries without the prior written consent of the holder of this Note.
 
10.                Notices.  All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Note Purchase Agreement (and in the case of the Subsidiaries, notice shall be provided to the Company’s address), or at such other address or facsimile number as the Company shall have furnished to Investor in writing.  All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.
 
11.               Usury. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.
 
12.              Waivers. The Company and each of the Subsidiaries hereby waive notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
 
13.                Governing Law.  This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California, or of any other state.
 
[Signature Page Follows]
-5-
The Company has caused this Note to be issued as of the date first written above.
 
 
RICEBRAN TECHNOLOGIES
 
a California corporation
 
 
 
 
 
By:
/s/ J. Dale Belt 
 
 
J. Dale Belt, Chief Financial Officer
 
 
 
 
 
THE RICEX COMPANY
 
a Delaware corporation
 
 
 
 
 
By:
/s/ W. John Short
 
 
W. John Short, Chief Executive Officer
 
 
 
 
 
RICE SCIENCE, LLC
 
a Delaware limited liability company
 
 
 
 
 
By: RiceBran Technologies, its member
 
 
 
 
 
 
By: 
/s/ J. Dale Belt
 
 
Jerry Dale Belt, Chief Financial Officer

INVESTOR
 
 
Gregory Vislocky
 
 
 
By: /s/
Gregory Vislocky
 
 
 
[Signature page to Secured Promissory Note]
EX-10.85 15 ex10_85.htm EXHIBIT 10.85
Exhibit 10.85
 
FORM OF LOCK-UP AGREEMENT

December ____, 2013

Maxim Group LLC
As Representative of the Several Underwriters
405 Lexington Avenue
New York, NY 10174

Re:            Public Offering of Ricebran Technologies

Ladies and Gentlemen:

The undersigned, a holder of common stock, par value $0.001 (“Common Stock”), or rights to acquire Common Stock, of Ricebran Technologies (the “Company”) understands that you, as representative (the “Representative”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering of common stock and warrants to purchase common stock pursuant to registration statement number 333-191448 (the “Public Offering”) by the several Underwriters named on Schedule I to the Underwriting Agreement (the “Underwriters”), of shares of Common Stock and Warrants to purchase Common Stock of the Company (the “Securities”).  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, the Representative and the other Underwriters that, without the prior written consent of the Representative, the undersigned will not, during the period specified on Exhibit A hereto (the “Lock-Up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Effective Date”), directly or indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose (each a “Transfer”) of any Relevant Security (as defined below), or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration.  As used herein, the term “Relevant Security” means any shares of Common Stock, warrant to purchase Common Stock or other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for Common Stock or equity securities of the Company, in each that are owned by the undersigned on the Effective Date or acquired by the undersigned during the Lock-Up Period.
 
In addition, the undersigned hereby agrees that, without the prior written consent of the Representative, during the Lock-Up Period the undersigned will not: (i) file or participate in the filing with the Securities and Exchange Commission of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) exercise any rights the undersigned may have to require registration with the Securities and Exchange Commission of any proposed offering or sale of a Relevant Security.
In addition, if: (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

In furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record holder and the transfer of which would be a violation of this lock-up agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record holder, agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such transfer would be violation of this lock-up agreement.

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Relevant Securities (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) to limited partners, limited liability company members or stockholders of the undersigned, (iv) if the undersigned is a trust, to the beneficiary of such trust, (v) by testate succession or intestate succession, (vi) by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, (vii) pursuant to the Underwriting Agreement, or (viii) if acquired by the undersigned in open market transactions after the Offering; provided, in the case of clauses (i)-(vi), that such transfer shall not involve a disposition for value and the transferee agrees in writing with the Underwriters and the Company to be bound by the terms of this lock-up agreement.  For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s 2005 Equity Incentive Plan or 2010 Equity Incentive Plan; provided that the securities issued upon such exercise shall be subject to the limitations relating to Relevant Securities provided herein, or (ii) the establishment or modification of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934, as amended; provided that no sales of the undersigned’s Relevant Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof).

In addition to the foregoing, none of the restrictions set forth in this lock-up agreement shall apply to the Relevant Securities of the undersigned that were acquired before the date hereof and that are listed on Exhibit B hereto.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement and that this letter agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms.  Upon request, the undersigned will execute any additional documents necessary in connection with enforcement hereof.  Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from the date first above written.

The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned shall be released from all obligations under this letter agreement.

The undersigned, whether or not participating in the Public Offering, understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement.
This lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.  Delivery of a signed copy of this letter agreement by facsimile or e-mail/.pdf transmission shall be effective as delivery of the original hereof.
 
 
Very truly yours,
 
 
 
 
Name:

[Signature Page of Lock-Up Agreement]
Exhibit A

Lock-Up Period

The “Lock-Up Period” shall be the period of time beginning on the date of this lock-up agreement and ending on the one year anniversary of the date of the final prospectus used to sell Company securities to the Underwriters in the Public Offering (“Final Prospectus”);  provided, however, that at any time after the six month anniversary of the date of the Final Prospectus (“Six Month Anniversary”), the Underwriters may waive the restrictions in the lock-up agreement with respect to fifty percent (50%) of the Relevant Securities that are restricted by the lock-up agreement; and provided further, that if the closing trading price of Company’s common stock on the date that a request is made after Six Month Anniversary, is in excess of two hundred percent (200%) of the price that the Underwriters sell the Company’s common stock in the Public Offering then the Underwriters will waive the lock-up provisions with respect to fifty percent (50%) of the Relevant Securities that are restricted in the lock-up agreement..

Exhibit B

Relevant Securities not Restricted by Lock-up Agreement
 

 EX-10.86 16 ex10_86.htm EXHIBIT 10.86
Exhibit 10.86
 
AMENDMENT
 
TO
 
ACQUISITION AND STOCK PURCHASE AGREEMENT
 
This Amendment to Acquisition and Stock Purchase Agreement (“Amendment”) is entered into as of December 7, 2013 (“Effective Date”), by and among RiceBran Technologies, a California corporation (“Purchaser”), H&N Distribution, Inc., a Nevada corporation (the “Company”), Mark S. McKnight (“McKnight”), Nicole McKnight (“Nicole”), Renee S. Ellis (“Renee”) and Management Associates International, Inc., a Nevada corporation (“MA Corp”, and together with McKnight, Nicole and Renee, the “Shareholders”).
 
RECITALS
 
A.            Purchaser, the Company and the Shareholders entered into an Acquisition and Stock Purchase Agreement on September 24, 2013 (“Purchase Agreement”).
 
B.            The parties desire to amend the Purchase Agreement as provided in this Amendment.
 
C.            Capitalized terms used herein that are not defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.
 
NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants and agreements set forth in this Amendment and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
 
AGREEMENT
 
1.            Amendment to Section 1.  Section 1 of the Purchase Agreement hereby is amended in its entirety to read as follows:
 
1.  Acquisition and Sale of Common Stock.
 
1.1         Purchase and Sale of Company Stock.  Subject to all the terms and conditions of this Agreement, at the Closing (as hereinafter defined), each Shareholder shall sell, transfer and deliver to Purchaser, and the Purchaser shall purchase from each Shareholder, all the shares of the Company Stock owned by such Shareholder, free and clear of any Encumbrances (as defined in Section 2.5). The Company Stock comprises 40,000 shares of Common Stock owned by McKnight that represents 40% of the Company Stock, 40,000 shares of Common Stock owned by Nicole that represents 40% of the Company Stock, 18,000 shares of Common Stock owned by MA Corp that represents 18% of the Company Stock and 2,000 shares of Common Stock owned by Renee that represents the remaining 2% of the Company Stock.  The agreements of Purchaser with each of the Shareholders are separate agreements and sales, but it is a condition of the Closing, as provided in Section 5.3, that all of the Shareholders sell all of their Company Stock and other equity interests to Purchaser.
 
Amendment to Acquisition and Stock Purchase Agreement
1
1.2         Determination of Purchase Price.  The purchase price for the Company Stock (“Purchase Price”) shall be paid in cash and promissory notes (“Notes”) in the form attached hereto as Exhibit A, and shall equal $5,250,000, unless adjusted for Closing Date Net Cash as provided in Section 1.6 in this Agreement.
 
1.2.1       Subject to adjustment for Closing Date Net Cash as provided in Section 1.6  in this Agreement, the Purchase Price shall be allocated between cash and Notes as follows:
 
Purchase Price
    
Cash Portion
    
Total Principal Amount of Notes
  
$
5,250,000
    
$
2,000,000
    
$
3,250,000
  

1.2.2       Definitions.  For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:
 
“Closing Date Current Ratio” shall mean, as of the Closing Date, the ratio of the Company’s current assets to the Company’s current liabilities.  For purpose of this definition, current assets and current liabilities shall be determined in accordance with GAAP, except that current liabilities shall include all indebtedness for borrowed money, regardless of the time at which such indebtedness must be repaid and shall exclude any balance due to be paid on a certain All Fill 24 head rotary filling machine that the Company has already made partial payment on and which is expected to be delivered to the Company only after Closing.
 
“GAAP” means those generally accepted accounting principles and practices that are recognized as such by the Financial Accounting Standards Board (or any generally recognized successor), consistently applied, as such principles exist from time to time.
 
 “Closing Cash Consideration” means an amount equal to the difference between (i) the $2,000,000 and (ii) the Holdback Amount.
 
“Closing Note Amount” shall mean $3,250,000.
 
“Purchaser Common Stock” shall mean the Common Stock of Purchaser.
 
“Share Price” shall mean the arithmetic average of the VWAP of the Purchaser Common Stock on each of the thirty (30) consecutive Trading Days ending on the second business day immediately before the date that Purchaser delivers an Election Notice pursuant to Section 1.11.1 hereof; provided, however, that (i) if the Share Price as so calculated is less than $6.00, then the Share Price shall be deemed to equal $6.00 and (ii) if the Share Price as so calculated is greater than $12.00, then the Share Price shall be deemed to be $12.00.  Each of the share prices set forth in this definition are subject to adjustment for stock splits, stock dividends, recapitalizations and the like.
 
“Subdebt Issuance” shall mean the issuance by the Purchaser of Purchaser Common Stock pursuant to that certain Warrant Exchange Agreement (a true copy of which has been provided to the Shareholders before the execution of this Amendment), dated November 13, 2013, by and among Purchaser and certain holders of secured subordinated debt of Purchaser and which relates to outstanding loans to the Purchaser of at least $6 million.
 
Amendment to Acquisition and Stock Purchase Agreement
2
“Trading Day” means any day on which the Purchaser Common Stock is traded on the principal securities exchange or securities market on which the Purchaser Common Stock is then tradable.
 
“VWAP” means, for any date, the dollar volume-weighted average price of Purchaser Common Stock on the principal market in which it trades during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time.
 
1.3        Payment for Company Stock as Closing.  Subject to the terms and conditions of this Agreement, at the Closing, in exchange for the Company Stock, Purchaser shall make the following payments and deliveries:
 
1.3.1      Cash Payment.  An aggregate amount of cash equal to the Closing Cash Consideration shall be delivered to the Shareholders as follows:  (A) MA Corp shall be entitled to receive $424,000, (B) Renee shall be entitled to receive $36,000, (C) Nicole shall be entitled to receive $670,000, and (D) McKnight shall be entitled to receive $670,000.
 
1.3.2      Note Payment.  Notes with aggregate principal amount equal to the Closing Note Amount shall be delivered to the Shareholders, with each Shareholder receiving a Note with an original principal amount as set forth below:
 
Closing Note
Amount
    
 
    
Original Principal Amount of Notes
  
   
Nicole
    
McKnight
    
MA Corp
    
Renee
  
$
3,250,000
    
$
1,350,000
    
$
1,350,000
    
$
485,000
    
$
65,000
  

1.4          Intentionally Omitted.
 
1.5          Intentionally Omitted.
 
1.6          Purchase Price Adjustment.  The Purchase Price shall be adjusted as provided in this Section 1.6.
 
1.6.1       Determination of Post-Closing Adjustments.  As promptly as practicable, but no later than fifteen (15) days after the later of (i) December 31, 2013 and (ii) the Closing Date, Purchaser shall cause the Company to:
 
determine the Closing Date Net Cash and the Closing Date Current Ratio; and
 
(a)            send notice to the Shareholders of the Company’s determination of Closing Date Net Cash, along with the calculations used by the Company to determine such amounts (“Adjustment Notice”).
 
Amendment to Acquisition and Stock Purchase Agreement
3
1.6.2       Payment of the Purchase Price Adjustment.  Promptly following the determination of the Closing Date Net Cash pursuant to Section 1.6.1(a), but no more than ten (10) business days following the date the Adjustment Notice is sent to the Shareholders, the following shall occur:
 
 (a)          If the Closing Date Net Cash as determined pursuant to Section 1.6 is greater than zero dollars ($0.00) and the Closing Date Current Ratio, after taking into consideration payments made pursuant to this Section 1.6.2(a), does not violate the terms and of this Agreement, then the Company shall promptly pay to the Shareholders an amount cash equal to the Closing Date Net Cash.
 
 (b)          If the Closing Date Net Cash as determined pursuant to Section 1.6 is less than $0.00, then the Purchaser shall deduct from the Holdback Account (as defined in Section 1.7 in this Agreement) and/or the Promissory Note  an amount of cash equal to the amount equal to the absolute value of such negative dollar amount; provided, however, that if the Company has failed to pay or accrue any Taxes (as defined in Section 2.12.1) with respect to any period prior to the Closing, then the Shareholders shall promptly pay to the Purchaser the full amount of any such unpaid or unaccrued Taxes.
 
 (c)          If the Company is required to pay to the Shareholders any cash pursuant to  Section 1.6.2(a), then the Company shall allocate the amount paid to each Shareholder based upon the number of shares of Company Stock owned by such Shareholder at Closing relative to the total number of shares of Company Stock that are outstanding at Closing.
 
1.6.3       Definitions.  For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:
 
“Closing Date Net Cash” shall mean, as of the Closing Date, the difference between (i) the amount of cash held by the Company and (ii) the sum of (A) the total amount of all customer deposits, (B) income taxes and ad valorum taxes of the Company incurred or relating to periods on or prior to the Closing that have not be paid before the Closing; and (C) the note of the Company to Sovereign Bank, a true copy of such note and the amount outstanding thereunder has been delivered and disclosed to Purchaser.
 
1.7         Holdback.  At Closing, Purchaser shall withhold and retain a fraction of the cash portion of the Purchase Price (“Holdback Amount”) that otherwise would be paid to the Shareholders, and pay such portion of the Purchase Price as described in this Section.  The Holdback Amount shall be $200,000.  The Shareholders understand and agree that the Holdback Amount shall be held in a separate account of Purchaser (“Holdback Account”) to completely secure the Purchaser’s indemnification and Setoff rights pursuant to Section 7 (other than those specifically provided for in the amended Section 7.3 below).  Subject to the rights of the Purchaser set forth herein, the Company shall deliver to the Shareholders one half of the amount remaining in the Holdback Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the first anniversary of the Closing and the balance of the amount remaining in the Holdback Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the second anniversary of the Closing.  Notwithstanding the foregoing provisions of this Section 1.7, the Shareholders shall not be entitled to receive any portion of the Holdback Amount unless on the first anniversary of the Closing McKnight is an employee of Purchaser or one of Purchaser’s subsidiaries and the Shareholders shall not be entitled to receive any portion of the Holdback Amount on the second anniversary of the Closing or thereafter unless on such date McKnight is an employee of Purchaser or one of Purchaser’s subsidiaries; provided, however, that at either on or before the first or second anniversary of the Closing, if the Purchaser shall have terminated McKnight without Cause, then the Shareholders shall be entitled to receive the relevant payments from the Holdback Account.  Any portion of the Holdback Amount that is paid by Purchaser to the Shareholders shall be allocated among the Shareholders as follows:  (i) 40% to McKnight, (ii) 40% to Nicolle, (iii) 18% to MA Corp and (iv) 2% to Renee.
 
Amendment to Acquisition and Stock Purchase Agreement
4
1.8         The Closing.  The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Weintraub Tobin Chediak Coleman Grodin Law Corporation, 400 Capitol Mall, Eleventh Floor, Sacramento, CA 95814, at 10:00 a.m., as soon as practicable, but not later than fifteen (15) days after all the conditions set forth in Section 5 hereof have been satisfied or waived, or on such other date, time and place as Purchaser and the Shareholders may mutually agree (“Closing Date”).  Subject to satisfaction of the conditions to Closing set forth in Section 5 hereof, the parties intend that Closing occur on January 1, 2014.  At the Closing (i) each Shareholder shall deliver to the Purchaser certificates representing the Company Stock owned by such Shareholder, duly endorsed for transfer or accompanied by duly executed stock powers with all requisite state and federal transfer stamps affixed thereto, (ii) the Shareholders shall execute and deliver the Notes to Purchaser, (iii) Purchaser shall wire the cash amounts described in Section 1.3.1 to the accounts designated by the Shareholders, (iv) Purchaser shall execute and deliver to the Shareholders the Notes described in Section 1.3.2, (v) Purchaser shall deliver the Holdback Amount to a specially designated account of Purchaser and (vi) the Company, Shareholders and the Purchaser, as applicable, shall deliver the certificates and other documents and instruments required to be delivered by or on behalf of such party.
 
1.9        Withholding Taxes.  Any amounts payable to any Shareholder pursuant to this Section 1 shall be subject to, and reduced by an amount equal to, the amount of any state, federal and foreign withholding taxes incurred (and not previously paid by or on behalf of such Shareholder) in connection with the acquisition of such Shareholder’s Company Stock.
 
1.10     Lost, Stolen or Destroyed Certificates.  In the event any certificates evidencing Company Stock shall have been lost, stolen, destroyed or not otherwise issued, Purchaser shall issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof the consideration required pursuant to Article I hereof; provided, however, that Purchaser may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the shareholder to whom a certificate was not issued or who is the owner of such lost, stolen or destroyed certificates to enter into a customary indemnification agreement with Purchaser, pursuant to which such shareholder shall agree to indemnify Purchaser and its transfer agent against any claim that may be made against Purchaser or its transfer agent with respect to the certificates alleged to have been lost, stolen, destroyed, or never issued.
 
Amendment to Acquisition and Stock Purchase Agreement
5
1.11     Exchange of Notes.
 
1.11.1  Exchange Election.  At the Purchaser’s election, the Purchaser may cause the Shareholders to exchange their Notes for shares of Purchase Stock (“Exchange Election”).  The shares of Purchaser Common Stock that are issuable to the Shareholder pursuant to an Exchange Election are referred to herein as the “Exchange Shares”.  The number of Exchange Shares that the Purchaser will issue to each Shareholder in exchange for the Note held by such Shareholder will equal the quotient obtained by dividing (i) the principal and accrued but unpaid interest on such Note by (ii) the Share Price. To exercise the Exchange Election, the Purchaser shall send written notice to each Shareholder (“Election Notice”), which Election Notice shall state the number Exchange Shares that will be issued to the Shareholder and the date that the exchange will take place, which exchange date must be a date within ten (10) business days after the date the Election Notice is delivered (the date of the exchange, the “Exchange Date”).  The Purchaser covenants and undertakes to not engage in any Subdebt Issuance or issue any Purchaser Common Stock pursuant to the Warrant Exchange Agreement described in Section 1.2.2 (or any successor or similar agreement among the parties thereto) unless the Purchaser has issued or simultaneously issues to the Shareholders all of the Exchange Shares and thereby fully redeems the Promissory Note.
 
1.11.2    Issuance of Certificates; Cancellation of Notes.  On the Exchange Date, the Purchaser shall deliver a share certificate to each Shareholder for the number of Exchange Shares that such Shareholder is entitled pursuant to Section 1.11.1.  On or before the Exchange Date, each Shareholder shall cause the Note issued to the Shareholder hereunder to be delivered to the Purchaser for cancellation on the Exchange Date.  Whether or not such Note is delivered to the Purchaser for cancellation, such Note and the obligations of the Purchaser thereunder shall terminate on the Exchange Date.
 
1.11.3    Fractional Shares.  No fraction of a share of Purchaser Common Stock will be issued to a Shareholder pursuant to the Exchange Election, but in lieu thereof, each Shareholder who would otherwise be entitled to a fraction of a share of Purchaser Common pursuant to an Exchange Election shall be entitled to receive from Purchaser a full share of Purchaser Common Stock.
 
1.11.4    Legends.  The Exchange Shares to be issued hereunder shall be issued in a private placement as “restricted securities” as defined under Rule 144 of the Securities Act of 1933, as amended (“Securities Act”) and will be subject to the following legend (and any other legends required under state securities laws):
 
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, OR (B) A VALID EXEMPTION THEREFROM AND THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.”
 
Amendment to Acquisition and Stock Purchase Agreement
 
6
1.11.5  Securities Law Representations.  Each of the Shareholders, with respect only to such Shareholder individually and no other person or entity, represents and warrants to Purchaser that each of the representations and warranties set forth below is true and correct in all respects as of the date hereof:
 
  (a)            The Shareholder understands that (i) the Exchange Shares that may be issued to the Shareholder hereunder will not been registered under the Securities Act, nor qualified under the securities laws of any other jurisdiction, (ii) the Exchange Shares cannot be resold unless they subsequently are registered under the Securities Act and qualified under applicable state securities laws or foreign securities laws, unless exemptions from such registration and qualification requirements are available, and (iii) the Shareholder has no right to require such registration or qualification.
 
  (b)            The Exchange Shares that may be received by the Shareholder pursuant to this Agreement will be acquired for the Shareholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, any applicable state securities laws or foreign securities laws, and the Exchange Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws or foreign securities laws.
 
  (c)            The Shareholder understands that the number of Exchange Shares that may be issued by Purchaser under this Agreement is dependent of the trading price of the Purchaser Common Stock.  Such trading price could fluctuate significantly.  The Shareholder understands that Purchaser can unilaterally take actions that could negatively influence such trading price, including without limitation completing a reverse stock split or raising capital on terms that are unfavorable to Shareholder.
 
2.            Amendment to Section 2 of the Purchase Agreement.

2.1.            Initial Paragraph.  The initial paragraph of Section 2 of the Purchase Agreement (prior to Section 2.1) is amended in its entirety to read as follows:

“The Company and the Shareholders, jointly and severally, hereby represent and warrant to Purchaser that each of the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.6 and 2.12 (“Special Representations”) is true and correct in all respects as of the Closing and each of the other representations contained in this Section 2 is, to the Knowledge of such representing party, true and correct in all material respects as of the Closing, except, in the case of all the representations and warranties contained in Section 2, as otherwise disclosed in a letter separately delivered to Purchaser by the Shareholders and the Company (the “Disclosure Letter”).  As used herein, the term “Knowledge” shall mean actual knowledge upon reasonable investigation of any Shareholder and any officer of the Company.  “Material Adverse Effect” shall mean with respect to the Company or the Business, any change, event, violation, inaccuracy, circumstance or effect that is materially adverse to the Business, whether by impacting the Business directly or by effecting the assets (including intangible assets), capitalization, condition, prospects or results of operations of such entity or person, provided, however, that in no event shall changes generally affecting the industry in which the Company currently operates or conducts the Business, or changes generally affecting the United States economy constitute a Material Adverse Effect.  Notwithstanding the foregoing provisions of this paragraph, any qualification  as to “Knowledge” or “materiality” in the first sentence of this paragraph shall not be effective unless the Closing occurs.
 
Amendment to Acquisition and Stock Purchase Agreement
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2.2.            New Representation.  A new sentence hereby is added to Section 2.12 and shall read in its entirety as follows:
 
“There will be no obligation to withhold taxes in connection with the acquisition of the Shareholders’ Common Stock.”
 
3.            Amendment to Section 4.4.  Section 4.4 of the Purchase Agreement hereby is amended in its entirety to read as follows:
 
“4.4      Purchaser Common Stock.  If Purchaser makes an Exchange Election, all Exchange Shares will be duly authorized, and upon consummation of the Exchange, will be validly issued, fully paid and nonassessable.
 
4.            Amendment to Section 5.5.1.  Section 5.5.1 of the Purchase Agreement hereby is amended in its entirety to read as follows:
 
“5.1.1  Capital.  Purchaser shall have raised at least $7,000,000 in capital net of transaction expenses.”
 
5.            Amendment to Section 7.1.  The second sentence of Section 7.1 of the Purchase Agreement hereby is amended in its entirety to read as follows:

“All representations and warranties the Company and/or the Shareholders in this Agreement and any other certificate or document delivered by the Company and/or the Shareholders pursuant to this Agreement shall survive the Closing and continue in full force and effect; provided that all the representations and warranties of the Company and the Shareholders in Section 2 hereof other than those contained in Sections 2.2, 2.3 and 2.12 (Taxes) shall terminate on the six month anniversary of the Closing Date.”

6.            Amendment to Section 7.3.  Section 7.3 of the Purchase Agreement hereby is amended by adding the following sentence to the end of such Section:
 
 “If the Closing occurs, the total liability of the Indemnifying Parties for breaches of representations or warranties made in Section 2 or of any other breach of this Agreement shall be limited to the monies in the Holdback Account, except (a) the liability of the Indemnifying Parties hereunder for Damages resulting from breaches of representation and warranties contained in the Special Representations with respect to which Purchaser may go against the Holdback Account or the Promissory Note (to the full extent of the Promissory Note); (b) liability to pay any deficit in the Closing Date Net Cash with respect to which Purchaser may go against only up to $500,000 of the Promissory Note less any amounts that may have already been claimed against the Promissory Note under this or any other provision; (c) liability under the representations and warranties made in Section 2  other than the Special Representations with respect to which Purchaser may also go against only up $500,000 of the Promissory Note less any amounts that may have already been claimed against the Promissory Note under this or any other provision; and (d) there shall be no limit the liability of the Indemnifying Parties for claims involving fraud or intentional misconduct.  For the avoidance of doubt, the Parties agree that if the Closing occurs, then other than for a claim relating to the Special Representations or a claim involving fraud or willful misconduct, the full liability that Shareholders might have under this Agreement will be the amount in the Holdback Account and up to $500,000 of the Promissory Note.  Furthermore, if the Closing occurs, Purchaser shall make no claims pursuant to this indemnification provision or any other provision of this Agreement (i) until the aggregate amount of Damages that have been suffered or incurred, or to which any one of more Indemnified Parties has or have otherwise become subject, exceeds $50,000 and (ii) unless the amount of money claimed for any individual cause or basis exceeds $25,000; provided, however, that the foregoing limitations shall not apply to claims involving the Special Representations or claims involving fraud or willful misconduct.
 
Amendment to Acquisition and Stock Purchase Agreement

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7.            Deletion of Section 1.9.  Section 1.9 of the Purchase Agreement hereby is deleted in its entirety.

8.            Miscellaneous.

8.1         Full Force and Effect.  As amended by this Amendment, the Agreement shall remain in full force and effect.

8.2         Conflict.  If the terms of this Amendment conflict with the terms of any of the Agreement, the terms of this Amendment shall control.

8.3         Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same document.

8.4         Governing Law.  This Amendment shall be governed by the laws of the State of California, notwithstanding its conflict of laws provisions.

8.5         Necessary Action.  The parties agree to take all action necessary or useful to complete and accomplish the intentions of this Amendment.

8.6          Severability.   If any provision of this Amendment is held to be invalid, void or unenforceable for any reason, the remaining provisions shall nevertheless continue in full force and effect.
 
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Amendment to Acquisition and Stock Purchase Agreement
9
The parties have executed this Amendment to Acquisition and Stock Purchase Agreement as of the date first written above.

 
THE PURCHASER:
SHAREHOLDERS:
 
RICEBRAN TECHNOLOGIES
  /s/ Mark S. McKnight   
 
Mark S. McKnight
 
/s/ W. John Short
W. John Short, Chief Executive Officer
 
/s/ Nicole McKnight
 
Nicole McKnight
 
THE COMPANY:
/s/ Renee S. Ellis
 
Renee S. Ellis
H&N DISTRIBUTION, INC.
 
 
MANAGEMENT ASSOCIATES INTERNATIONAL, INC.
/s/ Mark S. McKnight
Mark S. McKnight, CEO
/s/ Richard A. Ellis
 
Richard A. Ellis, President
 
 
SHAREHOLDER REPRESENTATIVE:
 
  /s/ Mark S. McKnight
 
Mark S. McKnight
 
Amendment to Acquisition and Stock Purchase Agreement
 
EXHIBIT A
Form of Promissory Note

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS.  IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION AS TO THE SECURITIES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO MAKER THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.

PROMISSORY NOTE
 
$________
 
January 1, 2014
 
 
___________, Arizona
 
FOR VALUE RECEIVED, RiceBran Technologies, a California corporation ("Maker"), promises to pay to [INSERT NAME OF SHAREHOLDER], a ________________ ("Holder"), or its registered assigns, at such address as Holder may from time to time designate, the principal sum of ________ Dollars ($___), or such lesser amount as shall equal the outstanding principal amount hereof (“Principal”), together with interest on the outstanding Principal balance, accruing at a fixed annual rate equal to one percent (1.00%) (as may be adjusted herein, “Interest”).

Maker and Holder are parties to an Acquisition and Stock Purchase Agreement, dated as of September 24, 2013 (as amended by that certain Amendment to Acquisition and Stock Purchase Agreement dated as of December 6, 2013, and as may be further amended, “Purchase Agreement”).  This Note is being issued pursuant to the Purchase Agreement.  Capitalized terms contained herein but not defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.

1.            Payment of Principal and Interest.  Subject to the terms and conditions of this Note, Principal and Interest shall be paid as follows.

(i)            If Maker exercises its Exchange Election under the Purchase Agreement, all obligations of Maker under this Note, including all obligations to pay Principal and Interest, shall be satisfied in full by the issuance to Holder of shares of Maker’s common stock as provided in the Purchase Agreement.
 
Amendment to Acquisition and Stock Purchase Agreement

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(i)            If Maker does not make an Exchange Election under the Purchase Agreement, then, on the last business day of each calendar quarter, beginning on March 31, 2015, Maker shall pay to Holder 1/16th of the original principal amount of this Note (as adjusted as provided in the Purchase Agreement and this Note), together with all accrued but unpaid Interest through the end of the month in which such payment is made.

(ii)            Maker shall make a balloon payment of all outstanding Principal and accrued but unpaid Interest on or before December 31, 2018 (the “Maturity Date, and together with the Interest Payment Dates, the Payment Dates”).

2.            Interest.  If Maker does not exercise its Exchange Election under the Purchase Agreement and issue the Exchange Shares to Holder on or before the earlier of (i) by January 31, 2015 and (ii) the fifth (5th) business day following the Subdebt Issuance Date, Interest shall thereafter accrue on the outstanding principal hereof at a fixed annual rate equal to five percent (5%); provided that if Maker does not exercise its Exchange Election under the Purchase Agreement and issue the Exchange Shares to Holder by January 31, 2016, Interest shall thereafter accrue on the outstanding principal hereof at a fixed annual rate equal to ten percent (10%) per annum.

3.            Tendering Payment.  Maker shall make all payments in lawful money of the United States of America and in immediately available funds.

4.            Computation of Interest.  All computations of Interest shall be based upon a year of three hundred sixty (360) days for actual days elapsed.

5.            Application of Payments.  Any payment received by Holder shall be credited first to any late fees due, then Interest accrued and the remainder to Principal.

6.            Prepayment.  Maker may not prepay this Note before February 1, 2015.  Thereafter, Maker may prepay all or any portion of this Note without the consent of Holder and without penalty.

7.            Severability.  If any provision or any word, term, clause or part of any provision of this Note shall be invalid for any reason, the same shall be ineffective, but the remainder of this Note and of the provision shall not be affected and shall remain in full force and effect.

8.            Governing Law.  This Note shall be governed by and construed under the laws of the State of Arizona, excluding its conflicts of laws rules.

9.            Waiver.  Any of the terms or conditions of this Note intended to benefit a party hereto may be waived by such party (a “Waiving Party”), but no such waiver shall affect or impair the rights of the Waiving Party to require observance, performance, or satisfaction, either of that term or condition as it applies on a subsequent occasion or of any other term or condition of this Note.

10.            Amendment.  This Note may only be amended, modified or terminated by an agreement in writing signed by Maker and Holder.
 
Amendment to Acquisition and Stock Purchase Agreement

12
11.            Successors and Assigns.  This Note will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties.

12            Disposition of Note in Compliance with Securities Laws.  With respect to any offer, sale, assignment or other disposition (each, a “Transfer”) of this Note, Holder hereof agrees to give written notice to Maker prior thereto, describing briefly the manner thereof, together with a written opinion of Holder's counsel, or other evidence, if requested by Maker, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect).  Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, Maker, as promptly as practicable, shall notify Holder that Holder may Transfer this Note, all in accordance with the terms of the notice delivered to Maker.  Prior to the Transfer of this Note, the Transferee must execute this Note, make the representations contained in this Note that were made by Holder and agree to be bound by the terms of this Note.  Any Transfer in violation of this Section shall be void and Maker shall have no obligations to the Transferee under this Note.

13            Prior Consent of Maker.  In addition to any other restriction on Transfer contained herein, neither this Note nor the rights of a Holder under this Note may be Transferred before January 31, 2015 without the prior written consent of Maker.
 
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Amendment to Acquisition and Stock Purchase Agreement
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This Promissory Note is executed by Maker and Holder as of the first date set forth above:

 
MAKER
 
 
 
RiceBran Technologies, a
 
California Corporation
 
 
By:
 
 
W. John Short, Chief Executive Officer

HOLDER
 
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
 
 

[SIGNATURE PAGE FOR PROMISSORY NOTE:  [NAME OF HOLDER]

Amendment to Acquisition and Stock Purchase Agreement
 
14
 EX-10.87 17 ex10_87.htm EXHIBIT 10.87
Exhibit 10.87

AMENDMENT NO. 3 TO

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT

THIS AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of December 11, 2013 (the “Effective Date”), by and among (i) RICEBRAN TECHNOLOGIES, a corporation incorporated under the laws of the State of California, as borrower (the “Borrower”), (ii) NUTRACEA, LLC, a limited liability company organized and existing under the laws of the State of Delaware, SRB-IP, LLC, limited liability company organized and existing under the laws of the State of Delaware, SRB-MERM, LLC, a limited liability company organized and existing under the laws of the State of Delaware, SRB-LC, LLC, a limited liability company organized and existing under the laws of the State of Delaware, SRB-MT, LLC, a limited liability company organized and existing under the laws of the State of Delaware, SRB-WS, LLC, a limited liability company organized and existing under the laws of the State of Delaware, RICEX COMPANY, a corporation incorporated under the laws of the State of Delaware, RICEX NUTRIENTS, INC., a corporation incorporated under the laws of the State of Montana, RICE SCIENCE, LLC, a limited liability company organized and existing under the laws of the State of Delaware, and RICE RX, LLC, a limited liability company organized and existing under the laws of the State of Delaware, as joint and several guarantors (together, jointly and severally, the “Guarantors” and together with the Borrower, the “Credit Parties”), and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”).

RECITALS

B.                  The parties hereto are parties to a senior secured revolving credit facility agreement, dated as of April 30, 2013, which agreement was amended on July 18, 2013 and October 11, 2013 (as amended, the “Credit Agreement”)

B.                  Pursuant to the Credit Agreement, the Company issued to Lender a Revolving Convertible Promissory Note, dated as of October 11, 2013 and in the principal amount of Two Million Eight Hundred Thousand Dollars ($2,800,000) (“Note”).

C.                 The Company has filed with the United States Securities and Exchange Commission a registration statement on Form S-1 (Registration Number 333-191448) relating to the proposed offering and sale of the Company securities (“Proposed Offering”)

D.                  In order to facilitate the Proposed Offering, which would benefit the Company, the parties desire to amend the Credit Agreement as set forth herein to provide that, among other things, following the Trigger Date (as hereinafter defined) the Lender may not convert the Note without the mutual agreement of Lender and the Company.
AGREEMENT

In consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.                   Amendment to Credit Agreement.  In the event that the Borrower receives proceeds exceeding Seven Million Dollars ($7,000,000) in the Proposed Offering (the date such proceeds are raised, the “Trigger Date”), then, effective as of the Trigger Date, the Credit Agreement shall be amended to delete Section 2.1(d)(i) in its entirety and replace it with the following:

Mandatory Principal Repayments; Overadvances.  Beginning January 31, 2014 and continuing on the fifteenth (15th) day of each subsequent month (or the immediately subsequent business day if such day is not a business day), the Borrower shall make principal payments to the Lender in the following amounts:

January 2014 $675,000
February 2014 $175,000
March 2014 $200,000
April 2014 $225,000
May 2014 $250,000
June 2014 $275,000
July 2014 $300,000
August 2014 $300,000
September 2014 $300,000
October 2014 $200,000 plus any and all amounts which remain outstanding as of such date

(such amount each month, the “Mandatory Principal Repayment Amount”)

In addition to Borrower’s obligation to make principal payments hereunder, Lender is permitted to use amounts in the Lock Box Account toward the payment of the outstanding principal balance of all Revolving Loans, provided, however, that the use of funds in the Lock Box Account toward principal repayments shall not be in excess of the amounts provided in the payment schedule above in any given month.  All Revolving Loans hereunder shall be repaid by Borrower as provided in this Section, on or before the Revolving Loan Maturity Date, unless payable sooner pursuant to the provisions of this Agreement.  In the event the aggregate outstanding principal balance of all Revolving Loans hereunder exceed the Revolving Loan Availability, Borrower shall, upon notice or demand from Lender, immediately make such repayments of the Revolving Loans or take such other actions as shall be necessary to eliminate such excess.

2.                  Issuance of Amended and Restated Revolving Convertible Promissory Note.  Subject to the terms and conditions of this Amendment, the Borrower shall and does hereby agree to issue to the Lender (consented and agreed to by each of the Guarantors), simultaneously with the execution of this Amendment, an original promissory note in the principal amount of Eight Million and No/100 United States Dollars (US$8,000,000), or such lesser principal amount as may be outstanding from time to time, dated as of the Effective Date, in the form attached hereto as Exhibit A (the “Amended and Restated Promissory Note”).
3.                  Cancellation of Existing Promissory Note.  By the Credit Parties’ execution and delivery to the Lender of the Amended and Restated Promissory Note, the Note shall be hereby immediately and irrevocably cancelled without further action on the part of the Lender or the Credit Parties.  It is the intention of the parties that while the Amended and Restated Promissory Note amends, restates, replaces and supersedes the existing Note, in its entirety, the issuance of the Amended and Restated Promissory Note is not in payment or satisfaction of the existing Note, but rather is the substitute of one evidence of debt for another without any intent to extinguish the existing debt.

4.                   Representations and Warranties of the Credit Parties.  The Credit Parties each represent and warrant to the Lender that immediately after giving effect to this Amendment, the representations and warranties of each Credit Party set forth in the Credit Agreement, as further amended hereby, are true and correct in all material respects and no Default or Event of Default shall have occurred and be continuing.

5.                  Security Interest Confirmation.  The Credit Parties each hereby represent, warrant and covenant that (i) the Lender’s security interests in all of the “Collateral” (as such term is defined in each Security Agreement executed by each of the Credit Parties in connection with the Credit Agreement) are and remain valid, perfected, security interests in such Collateral, (ii) the fees which the Borrower has agreed to pay to the Lender in connection with this Amendment and the Amended and Restated Promissory Note and any and all additional obligations incurred by the Credit Parties in connection therewith constitute Obligations (as defined in the Credit Agreement) and such fees constitute additional principal amount and additional obligations and are each secured by Lender’s security interests in all of the Collateral, and (iii) the Credit Parties have not granted any other encumbrances or security interests of any nature or kind in favor of any other Person affecting any of such Collateral, other than Permitted Liens.

6.                   No Defaults.  Each Credit Party hereby represents and warrants that as of the Effective Date there exists no Event of Default or any condition which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

7.                   Covenants.  Each Credit Party hereby reaffirms that each has duly performed and observed the covenants and undertakings set forth in the Credit Agreement and each Loan Document, and each covenants and undertakes to continue to duly perform and observe such covenants and undertakings, as amended hereby, so long as the Credit Agreement, as further amended hereby, shall remain in effect.

8.                   No Other Amendment.  All other terms and conditions of the Credit Agreement shall remain in full force and effect and the Credit Agreement shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.

9.                   Ratification. The Credit Parties hereby acknowledge, represent, warrant and confirm to the Lender that: (i) the Credit Agreement, as further amended hereby, and each of the Loan Documents executed by the Credit Parties are valid and binding obligations of the Credit Parties, enforceable against the Credit Parties in accordance with their respective terms; (ii) all obligations of the Credit Parties under the Credit Agreement, as further amended hereby, and each of the Loan Documents are, shall be and continue to be secured by and under the respective Security Agreements entered into by the Credit Parties in connection with the Credit Agreement and all other Loan Documents; (iii) there are no defenses, setoffs, counterclaims, cross-actions or equities in favor of the Credit Parties to or against the enforcement of the Credit Agreement, as further amended hereby, or any of the Loan Documents, and to the extent the Credit Parties have any defenses, setoffs, counterclaims, cross-actions or equities against the Lender and/or against the enforceability of the Credit Agreement, as further amended hereby, or any of the Loan Documents, the Credit Parties acknowledge and agree that same are hereby fully and unconditionally waived; and (iv) no oral representations, statements, or inducements have been made by the Lender or any agents or representatives of the Lender with respect to the Credit Agreement, as further amended hereby, or any of the Loan Documents.

10.                Fees and Expenses.  The Borrower agrees to pay to the Lender, upon the execution hereof, an amendment fee equal to One Hundred Thousand and No/100 United States Dollars (US$100,000) in consideration of the Lender’s execution of this Amendment, which such amount shall be immediately added to the principal amount outstanding under and pursuant to the Credit Agreement and the Amended and Restated Promissory Note, (ii) a legal fee equal to Four Thousand Five Hundred United States Dollars (US$4,500), which such amount shall be payable upon the execution of this Amendment and (iii) all costs and expenses of the Lender and Lender's counsel in connection with the preparation and execution of this Amendment, which such amount shall be payable upon the execution of this Amendment.

11.                Conditions Precedent.  The effectiveness of this Amendment shall be expressly subject to the following conditions precedent, each in a form satisfactory to the Lender in its sole discretion:

(a) Amendment.  Each Credit Party shall have executed and delivered to the Lender this Amendment;

(b) Amended and Restated Promissory Note.  Each Credit Party shall have executed and delivered to the Lender the Amended and Restated Promissory Note;

(c) Corporate Documents.  The Lender shall have received such evidence as it may require as to the authority of the officers executing this Amendment and such other corporate documents it may request, including, but not limited to, approval of the board of directors or managers of each of the Credit Parties in form and substance satisfactory to the Lender in its sole discretion; and

(d) Fees Paid.  The Lender or its counsel shall have received payment in full of all fees and expenses due under this Amendment.

12.                Execution in Counterparts.  This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

13.                Authority and Approval of Agreement; Binding Effect.  The execution and delivery by the Credit Parties of this Amendment, and the documents executed and delivered in connection herewith, and the performance by Credit Parties of all of its obligations hereunder and thereunder, have been duly and validly authorized and approved by the Credit Parties and its boards of directors pursuant to all applicable laws, and other than the corporate action or resolutions delivered by the Credit Parties in connection with this Amendment, no other corporate action or consent on the part of the Credit Parties, its board of directors, stockholders or any other Person is necessary or required by the Credit Parties to execute this Amendment, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Credit Parties’ obligations hereunder and thereunder.  This Amendment, and each of the documents executed and delivered in connection herewith and therewith, have been duly and validly executed by the Credit Parties (and the officer executing this Amendment and all such other documents is duly authorized to act and execute same on behalf of the Credit Parties) and constitute the valid and legally binding agreements of the Credit Parties, enforceable against the Credit Parties in accordance with their respective terms.

14.                GOVERNING LAW.  EXCEPT IN THE CASE OF THE MANDATORY FORUM SELECTION CLAUSE SET FORTH HEREIN, THIS AMENDMENT, THE AMENDED CREDIT AGREEMENT, AS FURTHER AMENDED HEREBY, THE LOAN DOCUMENTS AND THE AMENDED AND RESTATED PROMISSORY NOTE SHALL BE SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

15.                MANDATORY FORUM SELECTION.  ANY DISPUTE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH THE AMENDMENT OR RELATED TO ANY MATTER WHICH IS THE SUBJECT OF OR INCIDENTAL TO THE AMENDMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA.  THIS PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED CONSISTENT WITH FLORIDA LAW.

16.                Amendment Effective Date.  All references in any Loan Document to the Credit Agreement on and after the date hereof shall be deemed to refer to the Credit Agreement as further amended hereby, and the parties hereto agree that on and after the Effective Date, the Credit Agreement, as further amended hereby, is in full force and effect.

[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the Effective Date.

BORROWER:

RICEBRAN TECHNOLOGIES


By: /s/ W. John Short
Name: W. John Short
Title: Chief Executive Officer



LENDER:

TCA GLOBAL CREDIT MASTER FUND, LP

By: TCA Global Credit Fund GP, Ltd.
Its: General Partner


By: /s/ Robert Press
Name: Robert Press
Title: Director


EXHIBIT A

NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE HOLDER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (Ill) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.

BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC 6049(B)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITES STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC. 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).

AMENDED AND RESTATED REVOLVING CONVERTIBLE PROMISSORY NOTE

Issuance Date:  December 11, 2013 US$8,000,000

Effective Date:  December 11, 2013

FOR VALUE RECEIVED, RICEBRAN TECHNOLOGIES, a corporation incorporated under the laws of the State of California, whose address is 6720 North Scottsdale Road, Suite 390, Scottsdale, AZ 85253 (the “Borrower”), promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, “Lender”), whose address is 1404 Rodman Street, Hollywood, Florida 33020, on or before October 15, 2014 or such later date as agreed upon after the date hereof in a signed writing by the Lender (the “Revolving Loan Maturity Date”), the lesser of: (i) Eight Million and No/100 United States Dollars (US$8,000,000); or (ii) the aggregate principal amount outstanding under and pursuant to that certain senior secured revolving credit facility agreement, dated as of April 30, 2013, as amended by amendment no. 1 thereto dated as of July 18, 2013, amendment no. 2 dated as of October 11, 2013, and as further amended by amendment no. 3, dated as of the Effective Date (“Amendment No. 3”), executed by and among the Borrower, as borrower, certain subsidiaries of the Borrower, as joint and several guarantors, and the Lender, as lender (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”), together with interest (computed on the actual number of days elapsed on the basis of a 360 day year) on the aggregate principal amount of all Revolving Loans outstanding from time to time, fees and expenses, as provided in the Credit Agreement. Capitalized words and phrases not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.
This revolving convertible promissory note (the “Note”) amends, restates, replaces and supercedes, in its entirely, that certain revolving convertible promissory note, issued and effective as of October 10, 2013 (the “Original Note”), issued by the Borrower in favor of the Lender, in the principal amount of Two Million Eight Hundred Thousand and No/100 United States Dollars (US$2,800,000).  The obligations contained in the Original Note shall be referred to herein as the “Original Obligations”.  It is the intention of the Borrower and Lender that while this Note amends, restates, replaces and supersedes the Original Note, in its entirety, it is not in payment or satisfaction of the Original Obligations, but rather is the substitute of one evidence of debt for another without any intent to extinguish the old.  Should there be any conflict between any of the terms of the Original Note, and the terms of this Note, the terms of this Note shall control.  This Note is not a novation.

This Note evidences a portion of the aggregate Revolving Loans incurred by Borrower under and pursuant to the Credit Agreement, to which reference is hereby made for a statement of the terms and conditions under which the Revolving Loan Maturity Date or any payment hereon may be accelerated.

As of the Effective Date, Two Million Eight Hundred Thousand and No/100 United States Dollars (US$2,800,000) has been advanced by the Lender to the Borrower, consisting of One Million Four Hundred Thousand and No/100 United States Dollars (US$1,400,000) advanced on May 24, 2013, Six Hundred Thousand and No/100 United States Dollars (US$600,000) advanced on July 18, 2013, and Eight Hundred Thousand and No/100 United States Dollars (US$800,000) advanced on the Effective Date.

The holder of this Note is entitled to all of the benefits and security provided for in the Loan Documents, of even date herewith. All Revolving Loans shall be repaid by Borrower, or any person liable for the payment of this Note, on the Revolving Loan Maturity Date, unless payable sooner pursuant to the provisions of the Credit Agreement.

Principal and interest shall be paid to Lender as set forth in the Credit Agreement, or at such other place as the holder of this Note shall designate in writing to Borrower. Each Revolving Loan evidenced hereby and made by Lender, and all payments on account of the principal and interest hereunder shall be recorded on the books and records of Lender and the principal balance as shown on such books and records, or any copy thereof certified by an officer of Lender, shall be rebuttable presumptive evidence of the principal amount owing hereunder.
This Note is being issued in connection with Amendment No. 3 and is also secured by the Security Agreements and all other Loan Documents.  All of the agreements, conditions, covenants, provisions, representations, warranties and stipulations contained in any of the Loan Documents which are to be kept and performed by the Borrower or any other Credit Party are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein, and the Borrower and each Credit Party covenants and agrees to keep and perform them, or cause them to be kept or performed, strictly in accordance with their terms.

Except for such notices as may be required under the terms of the Credit Agreement, the Borrower, or any person liable for the payment of this Note, waives presentment, demand, notice, protest, and all other demands, or notices, in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and assents to any extension or postponement of the required time of payment or any other indulgence.

Borrower shall be solely responsible for the payment of any and all documentary stamps and other taxes applicable to the full face amount of this Note, but specifically excluding any income or capital gains taxes.

The Revolving Loan evidenced hereby has been made and/or issued and this Note has been delivered at Lender's main office set forth above. This Note shall be governed and construed in accordance with the laws of the State of Nevada, in which state it shall be performed, and shall be binding upon Borrower, or any person liable for the payment of this Note, and its legal representatives, successors, and assigns. Wherever possible, each provision of the Credit Agreement and this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Credit Agreement or this Note shall be prohibited by or be invalid under such law, such provision shall be severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of the Credit Agreement or this Note.

Nothing herein contained, nor in any instrument or transaction relating hereto, shall be construed or so operate as to require the Borrower, or any person liable for the payment of this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. By acceptance hereof, Lender hereby warrants and represents to Borrower that Lender has no intention of charging a usurious rate of interest.  Should any interest or other charges paid by Borrower, or any parties liable for the payments made pursuant to this Note result in the computation or earning of interest in excess of the highest rate permissible under applicable law, any and all such excess shall be and the same is hereby waived by the holder hereof. Lender shall make adjustments in the Note or Credit Agreement, as applicable, as necessary to ensure that Borrower will not be required to pay further interest in excess of the amount permitted by applicable law. All such excess shall be automatically credited against and in reduction of the outstanding principal balance.  Any portion of such excess which exceeds the outstanding principal balance shall be paid by the holder hereof to the Lender and any parties liable for the payment of this Note, it being the intent of the parties hereto that under no circumstances shall Borrower, or any party liable for the payments hereunder, be required to pay interest in excess of the highest rate permissible under applicable law.

17.               THE HOLDER IS A NON-U.S. PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD OR RESOLD ONLY TO NON­U.S. PERSONS. THE INTEREST PAYABLE HEREUNDER IS PAYABLE ONLY OUTSIDE THE UNITED STATES. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAW.

Notwithstanding any provision in this Note or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Note immediately upon receipt of such sums by the Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Lender had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Lender intend or expect to charge or collect any interest under this Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

At any time and from time to time while this Note is outstanding, this Note may be, at the sole option of the Lender, convertible into shares of the common stock, no par value per share (the “Common Stock”) of Borrower, in accordance with the terms and conditions set forth below.

(a) Voluntary Conversion.

(1)            At any time while this Note is outstanding, the Lender may, upon the occurrence of an Event of Default or if mutually agreed upon by the parties, convert all or any portion of the outstanding principal, accrued and unpaid interest, and any other sums due and payable hereunder or under the Credit Agreement (such total amount, the “Conversion Amount”) into shares of Common Stock of the Borrower (the “Conversion Shares”) at a price equal to: (i) the Conversion Amount (the numerator); divided by (ii) the higher of (A) eighty-five percent (85%) of the lowest daily volume weighted average price of the Borrower's Common Stock during the five (5) Business Days immediately prior to the Conversion Date, which price shall be  indicated in the conversion notice (in the form attached hereto as Exhibit A, the “Conversion Notice”) and (B) $0.02 (as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like) (the denominator) (the “Conversion Price”). The Lender shall submit a Conversion Notice indicating the Conversion Amount, the number of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered.

(2)            The Borrower has filed with the United States Securities and Exchange Commission a registration statement on Form S-1 (Registration Number 333-191448) relating to the proposed offering and sale of the Borrower’s  securities (“Proposed Offering”).  Notwithstanding anything contained in Section (a)(1) to the contrary, provided that the Borrower receives proceeds exceeding Seven Million Dollars ($7,000,000) in the Proposed Offering (the date such proceeds are raised, the “Trigger Date”), then, effective as of the Trigger Date, any conversion of the outstanding principal, accrued and unpaid interest, and any other sums due and payable hereunder or under the Credit Agreement shall be permitted only upon mutual agreement of the Lender and the Borrower.

(b)                The Lender's Conversion Limitations. The Borrower shall not affect any conversion of this Note, and the Lender shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the Conversion Notice submitted by the Lender, the Lender (together with the Lender's Affiliates and any Persons acting as a group together with the Lender or any of the Lender's Affiliates) would beneficially own shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined herein). To ensure compliance with this restriction, prior to delivery of any Conversion Notice, the Lender shall have the right to request that the Borrower provide to the Lender a written statement of the number of outstanding shares of the Borrower's Common Stock as of a requested date. The Borrower shall, within three (3) Business Days of such request, provide Lender with such requested information in a written statement, and the Lender shall be entitled to rely on such written statement from the Borrower in issuing its Conversion Notice and ensuring that its ownership of the Borrower's Common Stock is not in excess of the Beneficial Ownership Limitation.  The restriction described in this Section may be waived by Lender, in whole or in part, upon notice from the Lender to the Borrower to increase such percentage.

For purposes of this Note, the “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note.  The limitations contained in this Section shall apply to a successor holder of this Note.  For purposes of this Note, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

(c)                Mechanics of Conversion.  The conversion of this Note shall be conducted in the following manner, to the extent Lender has the right to convert this Note into shares of Common Stock:

(1)            To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Lender (the “Conversion Date”), the Lender shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Borrower's transfer agent).

(2)            Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Borrower's transfer agent, and pursuant to the terms of the Credit Agreement, the Borrower's transfer agent shall issue the applicable Conversion Shares to Lender as hereby provided. Within five (5) Business  Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower's transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and legends are not required under the terms of the Credit Agreement, the Borrower shall, subject to Lender timely providing all information required regarding Lender’s prime broker with DTC, cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Irrevocable Transfer Agent Instructions, the Lender may request the Borrower's transfer agent to) electronically transmit the applicable Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender's prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Irrevocable Transfer Agent Instructions, the Lender may request the Borrower's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

(3)              The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.

(4)                If in the case of any Conversion Notice, the certificate or certificates required hereunder to be delivered are not delivered to or as directed by the Lender by the date required hereby, the Lender shall be entitled to elect by written notice to the Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the Borrower shall promptly return to the Lender any original  Note delivered to the Borrower and the Lender shall promptly return to the Borrower the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered  for conversion to the Borrower.

(5)                The Borrower's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and, unless specified otherwise herein, unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or  any breach or alleged breach by the Lender or any other person or entity of any obligation to  the Borrower or any violation or alleged violation of law by the Lender or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the Lender. In the event the Lender of this Note shall elect to convert any or all of the outstanding principal amount hereof and accrued but unpaid interest thereon in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Lender or anyone associated or affiliated with the Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Lender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Lender to the extent it obtains judgment.  In the absence of such injunction, the Borrower shall issue Conversion Shares upon a properly noticed conversion.  If the Borrower fails for any reason to deliver to the Lender such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Note, the Borrower shall pay to such Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per Business Day for each Business Day after the date by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Lender's right to pursue actual damages or declare an Event of Default pursuant to the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Borrower's failure to deliver Conversion Shares within the period specified herein and such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower's transfer agent in accordance with the Irrevocable Transfer Agent Instructions, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Lender's conversion rights hereunder.

(6)            The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Lender hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by the Borrower, provided that Borrower shall not be responsible for any income, capital gains or similar tax imposed on Lender.

(7)              Borrower shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Note in accordance with its terms (the “Share Reserve”).  If at any time the Share Reserve is insufficient to effect the full conversion of the Note then outstanding, Borrower shall increase the Share Reserve accordingly.  If Borrower does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, Borrower shall call and hold a special meeting of the shareholders within forty-five (45) days of such occurrence, or take action by the written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares equal to three (3) times the Conversion Shares.  Borrower’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.

(d) Adjustments to Conversion Price.

(1)              If the Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Borrower, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Borrower) outstanding immediately before such event, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

(2)            If, at any time while this Note is outstanding: (i) the Borrower effects any merger or consolidation of the Borrower with or into another Person, (ii) the Borrower effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted  to tender or exchange their shares for other securities, cash or property, or (iv) the Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Lender shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common  Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Lender shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Borrower or surviving entity in such Fundamental Transaction shall issue to the Lender a new note consistent with the foregoing provisions and evidencing the Lender's right to convert such note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring (i) any such successor or surviving entity to comply with the provisions of this Section and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction or (ii) the satisfaction of all outstanding principal and interest hereunder.

(3)              Whenever the Conversion Price is adjusted pursuant to any provision of this Note, the Borrower shall promptly deliver to Lender a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(4)            If: (A) the Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Borrower shall authorize the granting to all holders of  the Common Stock of rights or warrants  to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Borrower shall be required in connection with any reclassification of the Common Stock, any  consolidation  or merger to which the Borrower is a party, any sale or transfer of all or substantially all of the assets of the Borrower, of any compulsory share exchange whereby  the  Common Stock is converted into other securities, cash or property, or (E) the Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Borrower, then, in each case, the Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Lender at its last address as it shall appear upon the Borrower's records, at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.

(e)                Make-Whole Rights. Upon liquidation by the Lender of Conversion Shares issued pursuant to any Conversion Notice, provided that the Lender realizes a net cash amount from such liquidation equal to less than the Conversion Amount specified in the relevant Conversion Notice (such net realized amount, the “Realized Amount”), the Borrower shall pay to Lender in immediately available funds an amount equal to: (i) the Conversion Amount specified in the relevant Conversion Notice; minus (ii) the Realized Amount, as evidenced by a reconciliation statement from the Lender (a “Sale Reconciliation”) showing the Realized Amount from the sale of the Conversion Shares.  Such payment shall be made within five (5) Business Days after Borrower’s receipt of the Sale Reconciliation and written notice from Lender seeking such funds.

[-signature page follows-]


IN WITNESS WHEREOF, the Borrower has executed this Note as of the date set forth above.

 
RICEBRAN TECHNOLOGIES
 
 
 
 
 
 
 
By:
 
 
Name:
W. John Short
 
Title:
Chief Executive Officer

 
 
 EX-10.88 18 ex10_88.htm EXHIBIT 10.88
Exhibit 10.88
 
AMENDMENT OF INVESTOR RIGHTS AGREEMENT

This Amendment of Investor Rights Agreement (this “Amendment”) is entered into and made effective as of the 6th day of December, 2013 (the “Effective Date”), by and among RiceBran Technologies (f/k/a NutraCea), a California corporation (“RBT”), AF Bran Holdings-NL LLC (“AFBH-NL”) and AF Bran Holdings LLC (“AFBH”), in each case, a Delaware limited liability company (AFBH-NL and AFBH being referred to collectively as “AF” or “Investor”), Industria Riograndese de Oleos Vegetais Ltda, a limited liability company organized under the laws of the Federative Republic of Brazil  (“Irgovel”) and Nutra SA, LLC, a Delaware limited liability company (the “Company”).  The Company, RBT, Irgovel and Investor are sometimes referred herein collectively as the “Parties.”

WHEREAS, the Parties have entered into various agreements regarding AF’s investments into the Company and the operation and control of the Company and Irgovel (collectively the “Investment Agreements”), including but not limited to (i) an Investor Rights Agreement (the “IRA”) dated as of December 29, 2010, (ii) a Membership Interest Purchase Agreement (the “MIPA”) dated as of December 29, 2010 (as amended on January 18, 2011 and as further amended pursuant to the Amendment of Investment Agreements dated October 31, 2013), and (iii) a Second Amended and Restated Limited Liability Company Agreement for Nutra SA, LLC dated as of December 24, 2012 (as amended pursuant to the Amendment of Investment Agreements);

WHEREAS, the Parties desire to amend the IRA to delete and terminate Section 5 (Conversion Rights) and Section 6 (Roll Up Rights) of the IRA and to waive any associated rights or obligations under either or both Sections;

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.             Amendment to IRA; Waiver.

(a)            Section 5 (Conversion Rights). Section 5 (Conversion Rights) of the IRA is hereby deleted in its entirety and all rights of AF thereunder (“Conversion Rights”) are terminated and shall have no further force or effect. Without limiting the foregoing, AF specifically waives and releases any existing rights it may have to exercise any such Conversion Rights.

(b)            Section 6 (Roll Up Rights). Section 6 (Roll Up Rights) of the IRA is hereby deleted in its entirety and all rights of AF thereunder (“Roll Up Rights”) are terminated and shall have no further force or effect. Without limiting the foregoing, AF specifically waives and releases any existing rights it may have to exercise any such Roll Up Rights.

(c)            Investment Agreements. AF agrees and acknowledges that the termination of the Conversion Rights and Roll Up Rights as set forth herein shall supersede and amend any and all corresponding provisions of the Investment Agreements establishing a right of AF to exchange Units (as defined in the MIPA) of Investor in the Company for stock or membership interests in any current or future affiliates of RBT or any Global Holding Company (as defined in the IRA).
2.             No Further Amendment.  The Parties acknowledge and agree that there are no other amendments, changes, waivers or modifications to the IRA or other Investment Agreements other than as set forth in this Amendment, and all other terms of the Investment Agreements remain in full force and effect except as expressly modified or waived herein.  The Parties agree that except as expressly set forth herein, this Amendment shall not be construed as a waiver by any Party of any of its other rights or obligations under the Investment Agreements.

3.             Counterparts.  This Amendment may be executed in any number of counterparts with the same effect as if the Parties had all signed the same document.  All counterparts shall be construed together and shall constitute one agreement. This Amendment, to the extent executed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any Party or to any such agreement or instrument, each other Party or party thereto shall re execute original forms thereof and deliver them to all other Parties.  No Party shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such Party forever waives any such defense.

4.             Headings.  The article and section headings of this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

5.             Effectiveness.  This Amendment shall be effective and binding upon all parties to the Investment Agreements upon the written consent of the Parties.

6.             Entire Agreement.  This Amendment constitutes the entire agreement among the Parties with respect to the amendment and waiver of the Investment Agreements with respect to the subject matter hereof.
 
[SIGNATURE PAGE TO FOLLOW]
2
The Parties have executed this Amendment of Investor Rights Agreement as of the date first above written.

RICEBRAN TECHNOLOGIES
 
 
By:
/s/ W. John Short
Name:
W. John Short
Title:
Chief Executive Officer
 
Address:
6720 N. Scottsdale Road, Suite 390
 
Scottsdale, Arizona 85253
Facsimile:
(602) 522-3001

AF
 
 
 
AF BRAN HOLDINGS-NL LLC
 
AF BRAN HOLDINGS LLC
 
By:
/s/ Ettore V. Biagioni
 
By:
/s/ Ettore V. Biagioni
Name:
Ettore V. Biagioni, Authorized Signatory
 
Name:
Ettore V. Biagioni, Authorized Signatory
Title:
President
 
Title:
President
 
Address:
10 East 53rd Street, 36th Floor
 
Address:
10 East 53rd Street, 36th Floor
 
New York, NY 10022
 
 
New York, NY 10022
Facsimile:
(212) 750-0191
 
Facsimile:
(212) 750-0191

COMPANY
 
IRGOVEL
 
 
 
NUTRA SA, LLC
 
INDUSTRIA RIOGRANDESE DE OLEOS VEGETAIS  LTDA
 
 
 
 
 
By:
/s/ W. John Short
 
By:
/s/ W. John Short
 
W. John Short, Authorized Signatory
 
 
W. John Short, Authorized Signatory
Title:
Manager
 
 
 
 
Address:
c/o NutraCea
 
Address:
Av. Presidente Joao Goulart, 7351
 
6720 N. Scottsdale Road, Suite 390
 
 
Distrito Industrial
 
Scottsdale, Arizona 85253
 
 
Pelotas, RS
 
 
 
Brazil 96040-000
 
 
 
 
 
Facsimile:
(602) 522-3001
 
Facsimile:
55 (53) 3301-9247

[SIGNATURE PAGE TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT]
 
 
 EX-21.01 19 ex21_01.htm EXHIBIT 21.01
Exhibit 21.01
RiceBran Technologies
Subsidiaries of the Registrant
As of December 10, 2013

Subsidiaries of the Registrant
State or Other Jurisdiction of Incorporation
Grain Enhancement, LLC (2) (7)
Delaware limited liability company
Nutra SA, LLC (3)
Delaware limited liability company
Industria Riograndens De Oleos Vegetais Ltda (4)
Limited liability company organized under the laws of the Federative Republic of Brazil
NutraCea, LLC (8) (1)
Delaware limited liability company
NutraCea Offshore LTD (5)(7)
Company organized under the laws of the Cayman Islands
RBT PRO, LLC (1)
Delaware limited liability company
Rice Rx, LLC (1)
Delaware limited liability company
Rice Science LLC (1)
Delaware limited liability company
The RiceX Company (1)
Delaware corporation
RiceX Nutrients, Inc. (6)
Montana corporation
SRB- MERM, LLC (8)
Delaware limited liability company
SRB-LC, LLC (8)
Delaware limited liability company
SRB-MT, LLC (8)
Delaware limited liability company
SRB-WS, LLC (8)
Delaware limited liability company
SRB- IP, LLC (8)
Delaware limited liability company
 
_______
 
(1) wholly owned subsidiary of RiceBran Technologies
(2) 47.5% interest
(3) approximately 51.0% interest
(4) wholly owned subsidiary of Nutra SA, LLC
(5) 72.0% interest
(6) wholly owned subsidiary of The RiceX Company
(7) inactive
(8) formed February 2, 2012, wholly owned subsidiary of NutraCea, LLC
 
 
 EX-23.1 20 ex23_1.htm EXHIBIT 23.1
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
 
RiceBran Technologies
Scottsdale, Arizona
 
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated April 1, 2013, except for the reverse stock split disclosed in Note 11 which is as of November 18, 2013, relating to the consolidated financial statements of RiceBran Technologies (the Company), which is contained in that Prospectus.  Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
 
We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP
 
Phoenix, Arizona
 
 
December 11, 2013
 
 
 
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H&amp;N ACQUISITION</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In September 2013, we entered into an agreement to purchase all of the outstanding capital stock of H&amp;N Distribution, Inc. (H&amp;N), H&amp;N blends and manufactures functional foods and also distributes food ingredients and products. We agreed to pay $2.0 million in cash and issue between 187,500 and 237,500 shares of our common stock. The number of shares issued will depend on H&amp;N&#8217;s adjusted earnings before interest, taxes, depreciation and amortization, as defined in the agreement. Closing of the transaction must occur no later than March 31, 2014, and is subject to certain conditions including, but not limited to, the results of our due diligence and a successful equity fund raising of at least $7.5 million. We also entered into an employment agreement with the chief executive officer of H&amp;N which will be effective upon closing of the acquisition and terminate December 31, 2018. Under the employment agreement the founder will receive an annual base salary of $0.2 million and be eligible for a bonus of up to $0.3 million per year.</div></div> 600000 1300000 1040000 3329000 537000 701000 850000 562000 3290000 478000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Cash and Cash Equivalents</font> &#8211; We consider all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2012, we maintain our cash, including restricted cash, and cash equivalents, with major banks. We maintain cash in bank accounts, which at times may exceed federally insured limits. We have not experienced any losses on such accounts.<br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">&#160;</div></div> -2289000 2792000 -2479000 -339000 226.00 62.00 46.00 14.00 125000 178.572 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 12. COMMITMENTS AND CONTINGENCIES</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. 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.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Purchase Commitments</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As of September 30, 2013, future capital expenditures on the Brazil segment capital expansion project are expected to total R$2.5 million ($1.1 million at the September 30, 2013 exchange rate) of which R$1.3 million ($0.6 million) was included in accounts payable as of September 30, 2013. We have a firm commitment and are obligated under contract for R$1.0 million ($0.4 million) of the future capital expenditures as of September 30, 2013.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Litigation</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Irgovel Purchase</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel&#8217;s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel&#8217;s corporate control to us, in addition to moral damages as determined in the court&#8217;s discretion. The amount of damage claimed by Mr. Resyng is approximately $3 million.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel&#8217;s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers allege is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. Our parent company has not been served with any formal notices in regard to this matter. To date, only Irgovel has received formal legal notice. In addition, the Purchase Agreement requires that all disputes between us and the Sellers be adjudicated through arbitration. As part of the Purchase Agreement, $2.0 million was deposited into an escrow account to cover contingencies with the net remaining funds payable to the Sellers upon resolution of all contingencies. We believe any payout due to the lawsuit will be made out of the escrow account. As of September 30, 2013 and December 31, 2012, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets as of September 30, 2013 and December 31, 2012, totaling $1.3 million and $1.4 million. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of September 30, 2013, $0.7 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.4 million to settle any remaining contingencies. We believe that there is no additional material exposure as any amounts determined to be owed as a result of the above noted litigation and contingencies will be covered by the escrow account. We agreed to pay ninety percent of any funds received from the escrow account to Nutra </font>SA, with no resulting change in our Nutra SA voting rights.</div><div><br /></div><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Diabco Life Sciences, LLC</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In January 2012, we filed a complaint in the Superior Court of California, Sacramento County, seeking damages arising out of Diabco Life Sciences, LLC&#8217;s (Diabco) breach of a 2008 promissory note in the principal amount of $0.5 million. A one-day court trial took place in August 2013, at which time Diabco stipulated that total damages through July 2013, including interest and late fees, amounted to $0.9 million. In September 2013, the court issued its tentative statement of decision indicating that judgment will be entered in our favor in the amount of $0.9 million as of July 2013, plus interest. We are awaiting the court&#8217;s final statement of decision at which time judgment will be entered thereon. We have not yet been able to assess the likelihood of realization of any judgment, if or when it is entered, and have no receivable from Diabco recorded in the accompanying financial statements.</div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 15. COMMITMENTS AND CONTINGENCIES</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Employment Contracts</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We have entered into employment and other agreements with certain executives and other employees that provide for compensation and certain other benefits. These agreements provide for severance payments under certain circumstances.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">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.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Leases</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We lease certain properties under various operating lease arrangements that expire over the next twenty one years. These leases generally provide us with the option to renew the lease at the end of the lease term. Future minimum payments under these commitments as of December 31, 2012, are as follows: $0.4 million for 2013; $0.3 million for 2014; $0.3 million in 2015; $0.3 million in 2016, $0.1 million in 2017 and $1.2 million thereafter. We incurred lease expense of $0.4 million in 2012 and $0.5 million in 2011.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Litigation</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. 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.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Defense costs are expensed as incurred and are included in professional fees.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Irgovel Stockholders Lawsuit</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel&#8217;s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel&#8217;s corporate control to us, in addition to moral damages as determined in the court&#8217;s discretion. The amount of damage claimed by Mr. Resyng is approximately $3 million.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel&#8217;s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers allege is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. The Parent Company has not been served with any formal notices in regard to this matter so far. To date, only Irgovel has received formal legal notice. In addition, the Purchase Agreement requires that all disputes between us and the Sellers be adjudicated through arbitration. As part of the Purchase Agreement, $2.0 million was deposited into an escrow account to cover contingencies with the net remaining funds payable to the Sellers upon resolution of all contingencies. We believe any payout due to the lawsuit will be made out of the escrow account. As of December 31, 2012 and 2011, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets as of December 31, 2012 and 2011 totaling $1.4 million and $1.9 million. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of December 31, 2012, $0.6 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.4 million to settle any remaining contingencies. We believe that there is no additional material exposure as any amounts determined to be owed as a result of the above noted litigation and contingencies will be covered by the escrow account.</div></div> 0 0 0 1006323 1038080 976796 1038080 1006323 1103597 1103597 210396000 209613000 212045000 1038080 1006323 1103597 2500000 2500000 6000000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 11. EMPLOYEE BONUS PLAN</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In 2010, our board of directors approved a cash incentive bonus plan. As of November 12, 2013, the plan, as amended, provides for payment of $0.6 million to employees, still employed at the time of payment, when (i) we are cash flow positive, defined by our board as earnings before interest, taxes, depreciation, amortization and certain non-cash charges, and (ii) cash is available for the payment as determined by our board at its sole discretion. In 2013, our board of directors approved an executive bonus plan which provides for payments of $0.3 million to employees, still employed at the time of payment, when cash is available for the payment as determined by our board at its sole discretion. Because the consolidated operating cash flow and cash availability conditions were not met as of September 30, 2013, and December 31, 2012, our board of directors has not approved payments and no accruals have been recorded for these bonuses.</div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 16. EMPLOYEE BONUS PLAN</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In 2010, our board of directors approved a cash incentive bonus plan. As of December 31, 2012, the plan provided for payment of $0.5 million to employees, employed at the time of payment, if all of the following conditions are met: (i) court approval of our Plan of Reorganization and successfully exiting the Chapter 11 bankruptcy process, (ii) being cash flow positive, defined by our board as earnings before interest, taxes, depreciation, amortization and certain non-cash charges, and (iii) cash availability as determined by our board at its sole discretion. Because the consolidated operating cash flow condition and cash availability condition were not met as of December 31, 2012 and 2011, our board of directors has not approved payments and no accruals have been recorded.</div></div> -10061000 -11013000 -9887000 -226000 -2117000 -10311000 -2156000 -1707000 -648000 -2074000 -75000 -1653000 -12217000 -12720000 -301000 -12385000 -11540000 -2765000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 7. CONCENTRATION OF CREDIT RISK</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of trade accounts receivable and notes receivable. We perform ongoing credit evaluations on our customers&#8217; financial condition and generally do not require collateral.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">One customer accounted for approximately 10% and 20% of our sales in 2012 and 2011 and approximately 9% and 16% of our accounts receivable balances at December 31, 2012 and 2011. A second customer accounted for approximately 11% and 6% of our sales in 2012 and 2011 and approximately 30% and 14% of our accounts receivable balances at December 31, 2012 and 2011. A third customer accounted for approximately 7% and 6% of our sales in 2012 and 2011 and approximately 9% and 5% of our accounts receivable balances at December 31, 2012 and 2011.</div></div> 0.54 0.5 0.46 0.5 0.1 0.16 0.14 0.05 0.3 0.06 0.06 0.11 0.09 0.07 0.09 0.2 0.45 0.6 0.55 0.4 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Principles of Consolidation</font> &#8211; The consolidated financial statements include the accounts of RiceBran Technologies (the Parent Company) and all subsidiaries in which we have a controlling interest. All significant inter-company accounts and transactions are eliminated in consolidation. Noncontrolling interests in our subsidiaries are recorded net of tax as net earnings (loss) attributable to noncontrolling interests.</div></div> 600000 25016 31651000 29386000 23426000 23808000 7955000 7473000 21820000 0 8946000 22705000 7566000 0 0 16913000 6737000 0 6895000 2332000 5623000 0 2184000 0 5289000 16689000 899000 0 1336000 2550000 2329000 1651000 0 993000 714000 0 207000 1359000 468000 399000 675000 0 2024000 578000 0 179000 0 1932000 1218000 665000 0.0825 0.0038 100000 21169000 14467000 6702000 850000 1299000 150000 50000 4325000 100000 500000 730000 270000 2775000 0 2500000 1299000 730000 2323000 2600000 6674000 1900000 2600000 3419000 1558000 97000 7674000 538000 2012-01-31 2012-07-31 2012-05-31 2012-07-31 2012-08-31 100000 300000 During the term of the agreement, the USA segment may not without TCA’s consent or approval, among other things, (i) enter into new debt (ii) make any new investments, except capital expenditures less than $0.3 million per year, (iii) issue or redeem stock, (iii) declare or pay dividends or make other distributions to shareholders, and (iv) make loans and distributions of assets to an persons, including affiliates. <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 9. DEBT</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following table summarizes current and long-term portions of debt (in thousands).</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">September 30,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Corporate segment:</div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Senior convertible revolving note, net</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,608</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Senior convertible debentures, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">96</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,048</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Subordinated convertible notes, net</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,230</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,041</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Other</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">38</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,972</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,117</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Brazil segment:</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Capital expansion loans</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,021</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,555</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Equipment financing</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">210</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">201</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Working capital lines of credit</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,767</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,227</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Advances on export letters of credit</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,189</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,953</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Special tax programs</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,618</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,531</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">14,805</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">14,467</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total debt</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">21,777</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19,584</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Current portion</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,422</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,003</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Long-term portion</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">12,355</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">11,581</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Corporate Segment</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As of September 30, 2013, our convertible debt consists of the following components (in thousands):</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 30%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Senior</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Subordinated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 30%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Convertible</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Senior</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Convertible Notes</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 30%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Revolving</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Convertible</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Halpern</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Other</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 30%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Note</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Debentures</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Entities</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Investors</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Principal outstanding</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,558</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">97</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,600</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,419</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,674</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Discount</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(41</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(470</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,419</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,933</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative conversion liabilities</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">91</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,267</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,833</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,193</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Debt</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,608</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">96</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,397</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,833</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,934</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 30%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Debt - current portion</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,608</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">96</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,704</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Debt - long-term portion</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,397</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,833</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,230</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">&#160;</div><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Senior Convertible Revolving Note</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Under a revolving credit facility with TCA Global Credit Master Fund, LP (TCA), effective May 2013, as amended July 2013 and October 2013, we may borrow up to $8 million, based on the amount of eligible accounts receivable we provide to secure the repayment of the amounts borrowed. We expect the amount of our eligible receivables will limit our ability to borrow under this facility, such that our outstanding borrowings at any time are less than approximately $2.8 million. Borrowings under the agreement are evidenced by a revolving note which accrues interest at the rate of 12% per year and is due in January 2014. We owe TCA various other fees under the agreement that are expected to average approximately 7% of average borrowings per year.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">USA segment accounts receivable collections are required to be directed to a TCA owned account. Collections TCA receives, in excess of amounts due for interest and fees and mandatory minimum cumulative repayments are treated as additional repayments and reduce amounts outstanding. There are minimum repayments beginning in January 2014 and the note must be repaid in full by November 2014. Minimum cumulative repayments are $0.6 million as of March 2014, $1.3 million as of June 2014 and $2.2 million as of September 2014. Until cumulative repayments equal the required minimum, TCA may withhold 20% of collections. We may request, on a weekly basis, that TCA advance us any amounts collected in excess of amounts (i) due for interest and fees and (ii) required to meet the minimum cumulative repayments. During the second and third quarters of 2013, amounts outstanding under the agreement averaged $0.5 million and $1.5 million.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In May 2013, we borrowed $1.4 million under the TCA revolving note (first tranche). The proceeds net of cash expenses totaled $1.2 million and were used to (i) pay down $0.4 million of debt, (ii) fund a $0.5 million investment in Nutra SA and (iii) for general corporate purposes. In addition to cash expenses, we issued TCA 10,593 shares of our common stock with a market value of $0.2 million at issuance. We also issued warrants to investment bankers with a fair value of $0.1 million for the purchase of 6,000 shares of common stock, exercisable at $0.08 per share, through May 2018. The total $0.5 million costs incurred with the first tranche closing, consisting of $0.3 million of cash expenses and the $0.2 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets and are being amortized to interest expense over the term of the note.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In July 2013, we borrowed an additional $0.6 million under the TCA revolving note (second tranche). The net proceeds of $0.6 million were used to make a $0.1 million investment in Nutra SA and for general corporate purposes. In addition to cash expenses, we issued TCA 20,000 shares of our common stock with a market value of $0.2 million at issuance. We issued warrants to investment bankers with a fair value of less than $0.1 million for the purchase of 2,571 shares of common stock, exercisable at $16.00 per share through July 2018. The total $0.3 million costs incurred with the second tranche closing, consisting of $0.1 million of cash expenses and the $0.1 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets and are being amortized to interest expense over the remaining term of the note.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In October 2013, we borrowed an additional $0.8 million under the TCA revolving note (third tranche). The net proceeds of $0.7 million were used to make a $0.3 million investment in Nutra SA and for general corporate purposes. In addition to cash expenses, we issued TCA 6,667 shares of our common stock with a market value of $0.1 million at issuance. We issued warrants to investment bankers with a fair value of less than $0.1 million for the purchase of 3,429 shares of common stock, exercisable at $16.00 per share through October 2018. The total $0.1 million costs incurred with the third tranche closing, consisting of $0.1 million of cash expenses and the $0.1 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets in the third quarter of 2013 and are also being amortized to interest expense over the remaining term of the note.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We have guaranteed that TCA will realize a minimum of $0.5 million when shares of our common stock issued in connection with the three tranches are sold and, as a result of the amendment in October 2013, we must redeem the shares for a cash amount equal to the minimum in monthly installments beginning in January 2014 and ending in October 2014. As of September 30, 2013, the 30,593 shares of common stock issued to TCA in connection with the first and second tranches, are recorded in temporary equity at $0.4 million, the fair value of the shares at issuance, which exceeds the redemption value of the shares at September 30, 2013. The 6,667 shares of common stock issued to TCA in October 2013, will also be carried in temporary equity at the greater of their fair value at issuance or their current redemption value, until the redemption feature lapses.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Upon an event of default, as defined in the agreement, TCA has the right to voluntarily convert all or any portion of the outstanding principal, interest and other amounts due under the agreement into shares of our common stock at a conversion price equal to 85% of the lowest daily volume weighted average price during the five trading days immediately prior to the conversion date. Because the conversion feature could require us to issue an indeterminate number of shares for settlement, the conversion feature is a derivative liability, classified as debt on our balance sheets. If TCA voluntarily converts, we have guaranteed that TCA will realize a minimum per share, when shares of our common stock issued in connection with the conversion are sold, equal to the volume weighted average price of our common stock during the five trading days immediately prior to the conversion date. As a result of the $0.1 million conversion liability associated with the first tranche and second tranches, we recorded debt discounts at issuance totaling $0.1 million which are amortizing to interest expense over the term of the revolving note. At September 30, 2013, the conversion liability on the revolving note was $0.1 million.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">During the term of the agreement, the Corporate and USA segments may not without TCA&#8217;s consent or approval, among other things, (i) enter into new debt (ii) make any new investments, except capital expenditures less than $0.3 million per year, (iii) issue or redeem stock, (iv) declare or pay dividends or make other distributions to shareholders, and (v) make loans and distributions of assets to any persons, including affiliates.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In connection with the TCA transaction, our factoring agreement was cancelled and we paid the $0.1 million outstanding balance on the agreement in the second quarter of 2013.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Senior Convertible Debentures</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In the first and second quarter of 2013, the holder of the debentures converted $0.1 million and $0.3 million of the outstanding principal into 7,000 shares and 21,429 shares of our common stock, at a conversion price of $14.00. We recognized, for each conversion, a loss on extinguishment of $0.1 million, representing the difference between the market values of the shares of common stock issued and the $0.1 million and $0.4 million carrying amounts of the debt (including the related derivative conversion liability), on the date of conversion.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Under a May 2013 amendment to the senior convertible debenture, we agreed to (i) prepay $0.3 million of the of the outstanding principal and (ii) issue 18,571 shares of common stock to the holder, and the holder agreed to share its senior interest in its collateral pari passu with TCA. The remaining $0.2 million principal is payable in equal monthly installments from July 2013 through December 2013. Prior to the amendment, principal was due in equal monthly installments from June 2013 to January 2014. We expensed the $0.3 million fair value of the shares issued in connection with the amendment and the $0.01 million cash amendment fees as loss on extinguishment.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Subordinated Convertible Notes</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In the second quarter of 2013, we issued subordinated convertible notes and related warrants, which are described in the chart below.</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="border-bottom: #000000 2px solid; padding-bottom: 2px; width: 17%; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Issuance</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Principal Amount of Notes (in thousands)</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; padding-bottom: 2px; width: 9%; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Creditor's Debt Conversion Right</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Stated Annual Interest Rate on Debt</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; padding-bottom: 2px; width: 9%; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Maturity Date of Debt</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Number of Shares Under Warrant</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; padding-bottom: 2px; width: 9%; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Exercise Price of Warrant</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; padding-bottom: 2px; width: 9%; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Expiration Date of Warrant</div></td></tr><tr><td valign="bottom" style="width: 17%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 9%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 9%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 9%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 9%; vertical-align: top;"><div></div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 17%; vertical-align: top;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Subordinated Convertible Notes and Warrants</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td style="text-align: right; background-color: #cceeff; width: 8.66%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">538</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 9%; vertical-align: top;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Convertible immediately at $14.00 per share</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td style="text-align: right; background-color: #cceeff; width: 8.79%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">10</div></td><td nowrap="nowrap" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">%</div></td><td valign="bottom" style="background-color: #cceeff; width: 9%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">July 2015 or</div><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">July 2016</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td style="text-align: right; background-color: #cceeff; width: 8.79%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">38,400</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 9%; vertical-align: top;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Exercisable immediately at $16.00 per share</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: top;"></td><td valign="bottom" style="background-color: #cceeff; width: 9%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">July 2017 or May 2018</div></td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The convertible debt and warrants listed in the table above contain full ratchet antidilution provisions and require the holders to provide us with 61 day notice prior to conversion or exercise if the holder would have a beneficial ownership interest in excess of 4.99% immediately after conversion or exercise. The $0.5 million of proceeds from issuance of the convertible notes and related warrants was used for repayment of debt and for general corporate purposes.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">With regard to the issuances of convertible notes and related warrants listed in the table above, the total of (i) the $0.5 million fair value of the conversion features issued, (ii) the $0.5 million fair value of the liability warrants issued and (iii) the $0.1 million fair value of our common stock issued, exceeded the $0.5 million proceeds from these issuances, therefore we recorded financing costs of $0.6 million in the second quarter of 2013. The initial debt discounts recorded for the convertible notes equaled the principal amount of the notes at issuance. Because the fair value at issuance of the conversion features and warrants exceeded the proceeds from these issuances, in each case, under the effective interest method, this will result in the debt discount being expensed when the principal of the note matures or is redeemed, in proportion to the principal reduction.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In May 2013, we entered into agreements to allow each holder of existing subordinated convertible notes and warrants to invest in additional notes and related warrants and which provided that each holder making an additional investment (i) receive 0.0125 shares of our common stock for each dollar invested and (ii) agree to extend the maturity date for all of their notes to July 2016. Further, each holder of outstanding convertible notes could elect (PIK Election), in lieu of receiving cash interest payments otherwise payable though June 2014 on their existing convertible notes to receive (i) an increase in the number of shares of common stock underlying their notes (ii) an equity warrant to purchase shares of our common stock and (ii) 0.0125 shares of our common stock for each dollar of interest otherwise payable through June 2014. Holders making an additional investment were deemed under the agreement to have made a PIK Election.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">One holder made an additional investment in a subordinated convertible note and related warrant of $0.4 million in May 2013 (included in the issuances discussed two paragraphs above), and, as a result, (i) the maturity date on the holder&#8217;s outstanding convertible notes in the principal amount of $1.1 million was extended from July 2015 to July 2016 and (ii) we issued 5,000 shares of common stock to the holder. No gain or loss was recognized as a result of the extension of the maturity date of the existing notes as the terms were not substantially different.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Other holders of convertible notes in the principal amount of $0.3 million made the PIK Election, without making an additional investment.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As a consequence of the PIK Elections, in the second quarter of 2013, we issued 3,026 shares of common stock with a fair value of $0.2 million. In lieu of paying certain interest, we (i) increased the shares of common stock underlying the holders&#8217; convertible notes and (ii) issued the holders warrants (PIK warrants) at an exercise price of $16.00 per share, and a May 2018 expiration, as described in the table below:</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="border-bottom: #000000 2px solid; padding-bottom: 2px; width: 66%; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Issuance</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Second</div><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Quarter of 2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Third</div><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Quarter of 2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Increase in Shares of Common Stock Underlying PIK Warrant</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,346</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,263</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Increase in Shares of Common Stock Underlying Notes</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,346</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,263</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Increase in Note Principle Under PIK Election</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">60,842</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">45,688</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The PIK warrants issued after we entered into the TCA debt agreement are carried as derivative liabilities because the TCA debt is convertible into an indeterminate number of shares in the event of a default. Those warrants had a value of less than $0.1 million as of September 30, 2013. Other PIK warrants were recorded in equity at their grant date fair value (less than $0.1 million). We recognized a loss on extinguishment for the difference between the fair value of the consideration issued and the accrued interest as of the date of the PIK election. Changes in fair value from increases in the shares of common stock underlying the PIK warrants and underlying the related convertible notes, related to the PIK Elections are recorded as interest expense.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Other Notes</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In the second quarter of 2013, we also issued to Mr. Halpern a promissory note in the principal amount of $0.1 million, which was paid in full later in the quarter.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Brazil Segment</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on export letters of credit which are denominated in U.S. Dollars.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In the first quarter of 2013, Irgovel received R$2.0 million ($1.0 million at the first quarter exchange rate) under a working capital line of credit agreement. 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vertical-align: bottom;">&#160;</td></tr></table><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(1)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">The convertible note and the related warrant issued in the first quarter of 2011, were terminated and cancelled in the second quarter of 2011 when the second quarter transaction occurred.</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(2)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">The convertible notes and related warrants issued in the second and third quarters of 2011, were terminated and cancelled in the fourth quarter of 2011 when the fourth quarter transaction occurred.</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(3)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">The convertible notes and related warrants issued in the fourth quarter of 2011, were terminated and cancelled in the first quarter of 2012, when a subordinated convertible note was issued to the Halpern Entities, as described further below.</td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The proceeds received from these transactions were allocated to convertible notes and warrants. We concluded in each case that the warrants were indexed to our common stock and should be recorded as equity. We determined the fair value of each warrant. We then determined the fair value of each convertible note as the total of (i) the fair value of the note, determined by discounting cash flows of the payments due under the note at 25%, plus (ii) the fair value of the related conversion feature. Based on the relative fair values, we allocated the proceeds to the convertible note and equity for the warrant portion. In each case, we concluded that the embedded conversion feature need not be accounted for as a derivative since it was indexed to our common stock. We then determined whether the conversion feature was a beneficial conversion feature based on the effective conversion price. If there was a beneficial conversion feature, the amount of that feature was recorded in equity with an offsetting increase in debt discount for that convertible note.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We recognized no gain or loss as a result of the 2011 refinancing of any of the convertible notes. During 2011, we received a total of $2.3 million from issuance of the notes and related warrants. We recorded in equity $0.5 million for the warrants and the beneficial conversion features, $0.1 million to other assets and $1.9 million to debt.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Brazil Segment</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on export letters of credit which are denominated in U.S. Dollars.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Capital Expansion Loans</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In December 2011, Irgovel entered into agreements with the Bank of Brazil. Under the agreements, Irgovel may borrow up to R$2.8 million on one agreement and R$6.7 million on another agreement (a total of $4.7 million based on the December 31, 2012 exchange rate). The annual interest rate on the loans is 6.5%. Interest is payable quarterly on the amounts outstanding and the maturity date of the loans is December 2021. Irgovel must make monthly principal payments under each of the loans with the first payment due on January 2014. Irgovel used R$1.5 million of the proceeds for working capital purposes and the remainder for the purchase of equipment and machinery.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In July 2012, Irgovel entered into a third agreement with the bank under which it borrowed R$1.7 million ($0.9 million based on the December 31, 2012 exchange rate) for the purchase of certain equipment at an annual interest rate of 5.5%. Interest is payable quarterly on the amounts outstanding and the maturity date of the loans is July 2019. Irgovel must make monthly principal payments under the loan with the first payment due August 2015. The loan is secured by the related equipment.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Equipment Financing</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Irgovel has entered into certain equipment financing arrangements with annual interest rates that range from 13.5% to 21.5%, and average 16.2%. Interest and principal on this debt is payable monthly and payments extend through March 2016. This debt is secured by the related equipment.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Working Capital Lines of Credit</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Irgovel has working capital lines of credit secured by accounts receivable. The total amount of borrowing capacity is R$3.6 million ($1.8 million based on the December 31, 2012, exchange rate) but cannot exceed 40%-100% of the collateral, depending on the agreement. The annual interest rates on this debt range from 12.4% to 44.5%, and average 23.3%. Principal maturities of amounts outstanding at December 31, 2012, extend through May 2014.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Advances on Export Letters of Credit</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Irgovel obtains advances against certain accounts receivable backed by export letters of credit. The annual interest rates on these advances range from 3.7% to 8.0%, and average 5.6%. Principal maturities of amounts outstanding at December 31, 2012, extend through July 2013.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Special Tax Programs</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Irgovel has unsecured notes payable for Brazilian federal and social security taxes under a special Brazilian government tax program. Amounts due under the special tax program are part of an amnesty program relative to unpaid taxes that existed prior to our acquisition of Irgovel in 2008. Principal and interest payments are due monthly through 2022. Interest on the notes is payable monthly at the Brazilian SELIC target rate, which was 7.3% at December 31, 2012.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Irgovel qualified for a modification of one of its special tax program debts. The debt was lowered by $0.3 million in the second quarter of 2011 in exchange for a reduction in available net operating losses for Brazil tax purposes valued at $0.3 million. We recorded no gain or loss on the transaction. Prior to the modification the maturities on this debt ranged from 2011 through 2017. As modified, debt maturities range from 2011 through 2022.</div></div> 21429 7000 3026 5000 2300000 16.00 42.00 0.21 40.00 46.00 46.00 46.00 0.08 40.00 14.00 14.00 0.07 0 0 0 0 2152000 0 2152000 0 2500000 1000000 1000000 4400000 100000 100000 0 0 (i) the current debenture conversion price or (ii) 80% of the 20-day volume weighted average trading price of our common stock or (iii) the volume weighted average trading price of our common stock on the day immediately prior to the redemption date less $0.01. In May 2013, we entered into agreements to allow each holder of existing subordinated convertible notes and warrants to invest in additional notes and related warrants and provided that each holder making an additional investment (i) receive 0.0125 shares of our common stock for each dollar invested and (ii) agree to extend the maturity date for all of their notes to July 2016. Further, each holder of outstanding convertible notes could elect (PIK Election), in lieu of receiving cash interest payments otherwise payable though June 2014 on their existing convertible notes to receive (i) an increase in the number of shares of common stock underlying their notes (ii) an equity warrant to purchase shares of our common stock and (ii) 0.0125 shares of our common stock for each dollar of interest otherwise payable through June 2014. Holders making an additional investment were deemed under the agreement to have made a PIK Election. Upon an event of default, as defined in the agreement, TCA has the right to voluntarily convert all or any portion of the outstanding principal, interest and other amounts due under the agreement into shares of our common stock at a conversion price equal to 85% of the lowest daily volume weighted average price during the five trading days immediately prior to the conversion date. Because the conversion feature could require us to issue an indeterminate number of shares for settlement, the conversion feature is a derivative liability, classified as debt on our balance sheets. If TCA voluntarily converts, we have guaranteed that TCA will realize a minimum per share, when shares of our common stock issued in connection with the conversion are sold, equal to the volume weighted average price of our common stock during the five trading days immediately prior to the conversion date. 2021-12-31 2016-03-31 2015-07-31 2015-07-31 2013-07-31 2015-07-31 2014-05-31 2015-07-31 2015-07-31 2017-12-31 2014-01-31 2015-07-31 2019-07-31 2022-12-31 2015-01-31 2015-07-31 2016-07-31 2018-06-30 2015-07-31 200000 100000 200000 100000 1875000 870000 139000 290000 100000 2500000 900000 6674000 -100000 587000 2775000 100000 3784000 422000 41000 470000 3419000 3000 3933000 100000 900000 1300000 0.1 0.055 0.233 0.135 0.037 0.1 0.1 0.073 0.08 0.162 0.056 0.1 0.065 0.124 0.215 0.445 0.1 0.065 0.1 0.1 0.1 0.1 0.1 0.1 0.12 0.1 5651000 4372000 960000 577000 1900000 300000 -1935000 -345000 -1717000 -1105000 0 0 234000 159000 159000 234000 405000 49905000 51831000 41374000 42008000 86000 283000 3000000 1144000 14000 960000 1440000 3608000 51831000 49905000 3767000 1674000 93000 904000 490000 2927000 2165000 3623000 2975000 3532000 3430000 0 0 2199000 1296000 4520000 0 1296000 2199000 0 4520000 0 0 0 6508000 0 0 3193000 3193000 0 6508000 1296000 4520000 6508000 400000 100000 2600000 2600000 -10.18 -9.29 -1.83 -0.36 -9.10 -9.21 -10.18 -9.29 -1.83 -0.36 -9.10 -9.21 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 4. 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The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. 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text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Diluted EPS - weighted average number of shares outstanding</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; 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vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Nine Months</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; 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padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">NUMERATOR (in thousands):</div></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Basic and diluted - net loss attributable to RiceBran Technologies shareholders</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,071</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(368</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,851</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,398</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">DENOMINATOR:</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Basic EPS - weighted average number of shares outstanding</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,129,290</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,024,345</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,082,452</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,020,242</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Effect of dilutive securities outstanding</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Diluted EPS - weighted average number of shares outstanding</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,129,290</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,024,345</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,082,452</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,020,242</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">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-</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 25.2pt; font-size: 10pt;">Stock options (average exercise price for the three and nine months ended September 30, 2013, of $24.00 and $28.00)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">181,584</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">192,353</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">179,912</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">195,236</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 25.2pt; font-size: 10pt;">Warrants (average exercise price for the three and nine months ended September 30, 2013, of $16.00 and $20.00)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">716,917</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,003,127</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">751,653</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">713,414</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 25.2pt; font-size: 10pt;">Convertible debt (average conversion price for the three and nine months ended September 30, 2013, of $14.00)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">438,754</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">416,805</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">452,184</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">287,368</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The impact of potentially dilutive securities outstanding at September 30, 2013 and 2012, was not included in the calculation of diluted EPS in 2013 and 2012 because to do so would be antidilutive. Those securities listed in the table above which were antidilutive in 2013 and 2012, which remain outstanding, could potentially dilute EPS in the future.</div></div> -248000 -147000 -67000 -75000 0.209 0.251 0.34 0.34 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 8. EQUITY METHOD INVESTMENT</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In 2011, we entered into an agreement with a partner with the goal of developing technology to extract and concentrate protein from rice bran. In March 2013, the agreement was mutually terminated under terms whereby we each received (i) the right to separately develop, modify and improve the jointly developed technology owned by the partner and (ii) a nonexclusive, royalty free, perpetual license to that technology (License). We paid the partner $1.2 million as a lump sum in April 2013.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">RBT PRO, LLC (RBT PRO)</font> was a wholly owned subsidiary whose only asset was the License acquired in March 2013. I<font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">n April 2013, </font>we entered into a series of agreements with various affiliates of Wilmar International Limited (collectively Wilmar). In connection therewith, <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">we sold a 50% membership interest in RBT PRO to Wilmar</font> for $1.2 million. RBT PRO granted an exclusive, royalty free, perpetual sublicense of the License to Wilmar for use throughout China and to us for use worldwide, excluding China.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We also entered into a cross license agreement with Wilmar. We agreed to license to Wilmar all of our intellectual property with respect to processing of rice bran and its derivatives for use in China. Wilmar agreed to license to us (i) its intellectual property with respect to processing of rice bran, and its derivatives, based on the intellectual property licensed to Wilmar under the License for use worldwide, excluding China and (ii) its other intellectual property with respect to processing of rice bran, and its derivatives, for use worldwide, excluding certain countries in Asia.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Under the agreements, we obtained the right to purchase 45% of the capital stock of any entity Wilmar establishes to develop new products relating to rice bran or its derivative, as defined in the agreement, using the intellectual property licensed to Wilmar. If we decline the right to purchase 45% of the capital stock of any such new entity, we have the option to purchase 25% of the entity within two years of the entity&#8217;s formation. The exercise price for the option will equal 25% of the capital investment made in the entity, plus interest, as defined in the agreement.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">There was no gain or loss recognized on these transactions because we entered the agreement with the partner in contemplation of the agreements with Wilmar. Our investment in RBT PRO is zero as of September 30, 2013 and RBT PRO has had no net income or loss since inception.</div></div> 0.5 1 0.8 1 0 0 0 0 0 -4941000 -1955000 0 0 -2986000 300000 400000 100000 100000 0.93 0.93 0.84 0.9 0.9 0.25 1296000 1628000 1628000 0 1296000 6719000 4520000 2199000 1296000 2199000 6719000 1296000 4520000 0 9701000 1705000 6508000 8131000 6426000 3193000 0.002 0.001 0.003 0.003 0.002 0.006 0.001 0.008 0.007 0 0 0.006 0.014 0.01 0.004 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands).</div><div><br /></div><div><table border="0" cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="14" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">As of September 30, 2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Impairment</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Losses</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 35%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">394</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">394</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">300</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 35%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">394</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">394</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">300</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div><table border="0" cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="14" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">As of December 31, 2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Impairment</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Losses</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 35%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 35%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 4px; 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font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(1)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.</td></tr></table></div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands):</div><div><br /></div><table border="0" cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 35%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div>&#160;&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="14" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">As of December 31, 2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Impairment</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div>&#160;&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Losses</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td></tr><tr><td valign="bottom" style="width: 35%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 35%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 35%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 5%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td></tr></table><div><br /></div><div style="text-align: left;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(1)</td><td style="text-align: left; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">During 2012, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.</td></tr></table></div></div> 0 6983000 11449000 4466000 0 -575000 -1163000 -6983000 -11449000 -4466000 -588000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 15. FAIR VALUE MEASUREMENT</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of September 30, 2013, the fair value of our USA segment debt is approximately $2.6 million higher than the carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt approximates the carrying value of that debt based on the current market rates for similar debt with similar maturities.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">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:</div><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">&#9679;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Level 1 &#8211; inputs include quoted prices for identical instruments and are the most observable.</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">&#9679;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Level 2 &#8211; inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves.</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">&#9679;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Level 3 &#8211; inputs are not observable in the market and include management&#8217;s judgments about the assumptions market participants would use in pricing the asset or liability.</td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 47%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>September 30, 2013</u></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative warrant liabilities</div></td><td valign="bottom" style="background-color: #cceeff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,508</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,508</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative conversion liabilities</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,193</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,193</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total liabilities at fair value</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,701</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,701</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 47%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #ffffff; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>December 31, 2012</u></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative warrant liabilities</div></td><td valign="bottom" style="background-color: #cceeff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(4,520</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(4,520</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative conversion liabilities</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,199</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,199</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total liabilities at fair value</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,719</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,719</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr></table></div><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(1)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.</td></tr></table></div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 46%; vertical-align: top;"><div></div></td><td style="width: 2%; vertical-align: top;"><div></div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">September 30, 2013</div></td><td style="width: 2%; vertical-align: top;"><div></div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2012</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Risk-free interest rate</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.0% - 1.4%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.1% - 0.7%</div></td></tr><tr><td style="background-color: #ffffff; width: 46%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1.0% weighted average)</div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.6% weighted average)</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Expected volatility</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">90%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">93%</div></td></tr></table></div><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(2)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.</td></tr></table></div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 46%; vertical-align: top;"><div></div></td><td style="width: 2%; vertical-align: top;"><div></div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">September 30, 2013</div></td><td style="width: 2%; vertical-align: top;"><div></div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2012</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Risk-free interest rate</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.0-0.6%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.2-0.3%</div></td></tr><tr><td style="background-color: #ffffff; width: 46%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.4% weighted average)</div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.3% weighted average)</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Expected volatility</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">90%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">93%</div></td></tr></table></div><div><br /></div><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):</div><div><br /></div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Fair Value as of Beginning of Period</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total Realized and Unrealized Gains (Losses)</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Issuance of New Instruments</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Net Transfers (Into) Out of Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Fair Value, at End of Period</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Change in Unrealized Gains (Losses) on Instruments Still Held</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="vertical-align: top;"><div></div></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1)</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td></tr><tr><td valign="bottom" style="vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Nine Months Ended September 30, 2013</u></div></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative warrant liability</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(4,520</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,413</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(575</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,508</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,413</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative conversion liability</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,199</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(505</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(588</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">99</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,193</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(896</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total Level 3 fair value</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,719</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,918</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,163</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">99</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,701</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,309</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 28%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Nine Months Ended September 30, 2012</u></div></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative warrant liability</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,296</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,142</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,983</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">711</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,426</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,414</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative conversion liability</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,866</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(4,466</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(105</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,705</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,866</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total Level 3 fair value</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,296</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,008</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(11,449</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">606</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(8,131</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,280</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div style="text-align: left;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(1)</td><td style="text-align: left; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.</td></tr></table></div><div style="text-align: left;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(2)</td><td style="text-align: left; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Represents transfers to equity as a result of the exercise of a warrant in 2012 and conversion of debt in 2013.</td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands).</div><div><br /></div><div><table border="0" cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="14" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">As of September 30, 2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Impairment</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Losses</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 35%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">394</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">394</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">300</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 35%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">394</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">394</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">300</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div><table border="0" cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="14" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">As of December 31, 2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Impairment</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Losses</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 35%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 35%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 35%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(1)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.</td></tr></table></div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 19. FAIR VALUE MEASUREMENT</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of December 31, 2012, the fair value of our USA segment debt is approximately $2.5 million higher than the carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt approximates the carrying value of that debt based on the current market rates for similar debt with similar maturities.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">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:</div><div><br /></div><div style="text-align: left;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">&#9679;</td><td style="text-align: left; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Level 1 &#8211; inputs include quoted prices for identical instruments and are the most observable.</td></tr></table></div><div style="text-align: left;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">&#9679;</td><td style="text-align: left; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Level 2 &#8211; inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves.</td></tr></table></div><div style="text-align: left;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">&#9679;</td><td style="text-align: left; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Level 3 &#8211; inputs are not observable in the market and include management&#8217;s judgments about the assumptions market participants would use in pricing the asset or liability.</td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):</div><div><br /></div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 37%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; margin-left: 7.2pt;">&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div>&#160;&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td></tr><tr><td valign="bottom" style="width: 37%; vertical-align: top;"><div style="text-align: left; 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vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;">&#160;</td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;">&#160;</td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 37%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative warrant liabilities</div></td><td valign="bottom" style="padding-bottom: 2px; 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vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; 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width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 35%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; 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width: 35%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div>&#160;&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; 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vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; 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width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,058</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 4px; 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padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; 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width: 1%; vertical-align: bottom;">&#160;</td></tr></table><div><br /></div><div style="text-align: left;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(1)</td><td style="text-align: left; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">During 2012, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.</td></tr></table></div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 47%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>September 30, 2013</u></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative warrant liabilities</div></td><td valign="bottom" style="background-color: #cceeff; 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font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,508</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,508</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative conversion liabilities</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,193</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,193</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total liabilities at fair value</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,701</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,701</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 47%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #ffffff; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>December 31, 2012</u></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative warrant liabilities</div></td><td valign="bottom" style="background-color: #cceeff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(4,520</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(4,520</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative conversion liabilities</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 5%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,199</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,199</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 47%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total liabilities at fair value</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 5%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,719</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,719</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr></table></div><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(1)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.</td></tr></table></div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 46%; vertical-align: top;"><div></div></td><td style="width: 2%; vertical-align: top;"><div></div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">September 30, 2013</div></td><td style="width: 2%; vertical-align: top;"><div></div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2012</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Risk-free interest rate</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.0% - 1.4%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.1% - 0.7%</div></td></tr><tr><td style="background-color: #ffffff; width: 46%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1.0% weighted average)</div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.6% weighted average)</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Expected volatility</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">90%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">93%</div></td></tr></table></div><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(2)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.</td></tr></table></div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 46%; vertical-align: top;"><div></div></td><td style="width: 2%; vertical-align: top;"><div></div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">September 30, 2013</div></td><td style="width: 2%; vertical-align: top;"><div></div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2012</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Risk-free interest rate</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.0-0.6%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.2-0.3%</div></td></tr><tr><td style="background-color: #ffffff; width: 46%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.4% weighted average)</div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.3% weighted average)</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Expected volatility</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">90%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">93%</div></td></tr></table></div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):</div><div><br /></div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 37%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; margin-left: 7.2pt;">&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 5%; vertical-align: top;"><div>&#160;&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 1</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td></tr><tr><td valign="bottom" style="width: 37%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;"><u>December 31, 2012</u></div></td><td valign="bottom" style="width: 5%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; 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width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,296</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,296</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 37%; vertical-align: top;"><div style="text-align: left; 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background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,296</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,296</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr></table><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(1)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.</td></tr></table></div><div><br /></div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; margin-left: 7.2pt;">&#160;</div></td><td style="width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2012</div></td><td style="width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2011</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Risk-free interest rate</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.1% - 0.7%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.1% - 0.8%</div></td></tr><tr><td style="background-color: #ffffff; width: 46%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.6% weighted average)</div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.2% weighted average)</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Expected volatility</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">93%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">84%</div></td></tr></table><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(2)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.</td></tr></table></div><div><br /></div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 68%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; margin-left: 7.2pt;">&#160;</div></td><td style="width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2012</div></td></tr><tr><td style="background-color: #cceeff; width: 68%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Risk-free interest rate</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.2-0.3%</div></td></tr><tr><td style="background-color: #ffffff; width: 68%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.3% weighted average)</div></td></tr><tr><td style="background-color: #cceeff; width: 68%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Expected volatility</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">93%</div></td></tr></table></div> 332000 3048000 2372000 332000 5420000 1142000 -505000 -1413000 -1918000 2866000 4008000 0 0 -711000 -606000 105000 711000 99000 99000 -105000 0 606000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):</div><div><br /></div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Fair Value as of Beginning of Period</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total Realized and Unrealized Gains (Losses)</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Issuance of New Instruments</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Net Transfers (Into) Out of Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Fair Value, at End of Period</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Change in Unrealized Gains (Losses) on Instruments Still Held</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="vertical-align: top;"><div></div></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1)</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td></tr><tr><td valign="bottom" style="vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Nine Months Ended September 30, 2013</u></div></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative warrant liability</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(4,520</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,413</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(575</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,508</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,413</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative conversion liability</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,199</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(505</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(588</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">99</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,193</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(896</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total Level 3 fair value</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,719</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,918</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,163</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">99</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,701</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,309</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 28%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Nine Months Ended September 30, 2012</u></div></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative warrant liability</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,296</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,142</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,983</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">711</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,426</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,414</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative conversion liability</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,866</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(4,466</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(105</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,705</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,866</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total Level 3 fair value</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; 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font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(8,131</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; 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vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Issuance of New Instruments</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Net Transfers (Into) Out of Level 3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Fair Value, at End of Period</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Change in Unrealized Gains (Losses) on Instruments Still Held</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;">&#160;</td></tr><tr><td valign="bottom" style="vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;"><u>2012</u></div></td><td valign="bottom" style="vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; 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The functional currency for Irgovel is the Brazilian Real. Accordingly, the balance sheet of Irgovel is translated into U.S. Dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates in effect during the period. Translation differences are recorded in accumulated other comprehensive income (loss) as foreign currency translation. Gains or losses on transactions denominated in a currency other than the subsidiaries&#8217; functional currency which arise as a result of changes in foreign exchange rates are recorded as foreign exchange gain or loss in the statements of operations.</div></div> 0 0 -4941000 -526000 -4941000 0 -1955000 4773000 5240000 4331000 0 4773000 0 0 5240000 0 0 4331000 0 7571000 6072000 770000 3014000 5380000 1876000 0 0 4437000 3687000 3134000 2385000 881000 0 810000 0 733000 0 2892000 0 995000 2488000 2204000 37000 0 686000 700000 1069000 906000 0 0 1069000 300000 1100000 2300000 600000 1069000 -11220000 -13071000 -3312000 -13201000 -774000 -11687000 -2277000 -5051000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 13. 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We have determined it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly we have provided a valuation allowance for deferred tax assets. Our valuation allowance is on U.S. deferred tax assets. The change in valuation allowance of $1.9 million in 2012 is due to (i) $1.7 million in net operating loss and other deferred changes from 2012 operations, offset by (ii) the $1.5 million impact of expiring net operating losses and (iii) the $2.1 million impact of adjustments to capitalized expenses and stock option compensation. The change in valuation allowance of $1.3 million in 2011 is primarily due to (i) $3.4 million in net operating loss and other deferred changes from 2011 operations, offset by (ii) the $0.4 million impact for state rate changes and (iii) a $1.7 million adjustment of net operating loss carryforwards to the returns filed.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As of December 31, 2012, net operating loss carryforwards for U.S. federal tax purposes totaled $110.7 million and expire at various dates from 2018 through 2032. Net operating loss carryforwards for state tax purposes totaled $70.3 million as of December 31, 2012, and expire at various dates from 2013 through 2032. As of December 31, 2012, net operating loss carryforwards for Brazil tax purposes totaled $2.8 million and do not expire.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Utilization of net operating loss carryforwards may be subject to substantial annual limitations due to the &#8220;change in ownership&#8221; provisions of the Internal Revenue Code of 1986, as amended and similar state regulations. The annual limitation may result in the expiration of substantial net operating loss carryforwards before utilization.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We are subject to taxation in the U.S. and various states. We record liabilities for income tax contingencies based on our best estimate of the underlying exposures. We are open for audit by the IRS for years after 2008 and, generally, by U.S. state tax jurisdictions after 2007. 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width: 1%; vertical-align: top;">&#160;</td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Foreign</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(5,051</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,277</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Domestic</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; 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font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(13,071</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(11,220</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr></table><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Foreign earnings are assumed to be permanently reinvested. U.S. federal income taxes have not been provided on undistributed earnings of our foreign subsidiary.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The income tax benefit of $1.9 million in 2012 and $0.3 million in 2011 is all foreign deferred tax benefit. 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font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We purchased no intangible assets in 2012 or 2011. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">All changes in the cost of Brazil segment intangibles are due to foreign currency translation. Amortization expense is expected to be $1.1 million in 2013, $1.0 million in 2014, $0.3 million in 2015, $0.1 million in 2016, $0.1 million in 2017 and $0.1 million thereafter.</font></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In 2011, we wrote off patents with a net book value of $0.7 million. We determined the projected future cash flows were inadequate to recover the net book value of these patents.</div></div> 2575000 3928000 1690000 0 1612000 0 1442000 2316000 1133000 854000 836000 0 7556000 6215000 5185000 1926000 1763000 2879000 1303000 1084000 498000 964000 1166000 619000 180000 743000 17000 1541000 792000 0 494000 17000 1338000 0 418000 173000 325000 0 666000 302000 225000 1551000 1651000 1162000 1785000 100000 100000 100000 2000 100000 1000 200000 1000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Inventories - </font>Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method. In the USA segment, we employ a full absorption procedure using standard cost techniques. 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vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,146</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Work in process</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; 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font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 5. 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The transaction closed in January 2011. The Investors agreed to purchase units in Nutra SA for an aggregate purchase price of $7.7 million. Prior to the transaction, Nutra SA was our wholly owned subsidiary. Nutra SA owns 100% of Irgovel. Initially after the closing, effective in January 2011, we owned a 64.4% interest in Nutra SA, and the Investors owned a 35.6% interest in Nutra SA. The Parent Company received $4.0 million of the January 2011 proceeds. The remaining $3.7 million, less $0.5 million retained by Nutra SA for administrative expenses, was invested in Irgovel for capital improvements and working capital needs.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We agreed to use $2.2 million of the funds received from the January 2011 transaction closing to repay amounts owed to the Class 6 general unsecured creditors in accordance with the Amended Plan. The remaining $1.8 million was used for general corporate purposes, other unsecured creditor claims and administrative expenses associated with the Chapter 11 Reorganization.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We received in 2011 an additional $3.9 million from the Investors - $1.9 million for the purchase of outstanding units in Nutra SA from us, which was used by the Corporate and USA segments for working capital, and $2.0 million for the purchase of new units in Nutra SA, which were used by the Brazil segment to fund a capital expansion. These purchases increased the Investors&#8217; interest in Nutra SA to a 49.0% interest as of December 31, 2011.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In December 2012, we received an additional $1.5 million from the Investors for the purchase of new units in Nutra SA, which were used by the Brazil segment to fund a capital expansion. We made additional capital contributions valued at $1.5 million under the agreement, consisting of the right to use certain proprietary equipment and forgiveness of fees Nutra SA owed us. We must deliver and install the equipment at our expense, within 90 days after requested by either the Investors or Irgovel. The Investors&#8217; interest remained 49.0% interest as of December 31, 2012.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The Investors have the right to subsequently purchase from Nutra SA up to an additional 750,000 units for another $1,500,000. If immediately prior to such purchase Nutra SA and Irgovel have sufficient cash to complete certain projects, then the units will have no voting rights.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We determined that we continued to control Nutra SA after each of the membership interest sale transactions and should continue to consolidate Nutra SA. We treated each transaction similar to an equity transaction, with no gain or loss recognized in consolidated net loss or comprehensive loss. The $0.3 million historical cost of the equipment we contributed in December 2012, is reflected in Nutra SA&#8217;s balance sheet, in the Brazil segment, as of December 31, 2012. The Investors&#8217; share of Nutra SA&#8217;s net income (loss) increases (decreases) redeemable noncontrolling interest.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have the right to force a sale of Nutra SA assets in the future (see Drag Along Rights described below). We have assessed the likelihood of the Investors exercising these rights as less than probable at December 31, 2012, in part because it is more likely the Investors will exercise other rights prior to January 2014. We will continue to evaluate the probability of the Investors exercising their Drag Along rights each reporting period. We will begin to accrete the redeemable noncontrolling interest up to fair value if and when it is probable the Investors will exercise these rights.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In connection with the December 2012 capital contributions, we amended the limited liability company agreement for Nutra SA (LLC agreement). Pursuant to this amendment, among other things, any units held by the Investors after January 1, 2014, accrue a yield at 4% if a certain milestone condition is satisfied, and at 8% if the milestone condition is not satisfied (the Yield). The milestone condition relates to Nutra SA having performed all of the following: obtaining additional back financing, completion of the capital expansion project within certain spending limitations, and operation of the plant post expansion at targeted processing levels. Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors. Until March 31, 2014, or if at any time Nutra SA is past due on its obligations to pay the Investors the Yield, all amounts due to us for management fees or for shared employees as provided under the LLC Agreement shall be tolled and remain unpaid until all past due amounts, if any, owed to the Investors have been paid in full.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Following the payment of the Yield, Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to the Investors in an amount equal to 2.3 times the Investors&#8217; capital contribution, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Under the LLC agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As of December 31, 2012, there have been no events of default. Events of default, as defined in the MIPA, are:</div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">A Nutra SA business plan deviation, defined as the occurrence, in either 2012, 2013 or 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, or</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds.</td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As of December 31, 2012, there have been no qualifying events. The LLC agreement, defines a qualifying event as any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The Investors have certain rights, summarized below, under an investor rights agreement and the LLC agreement, as further defined in the agreements.</div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Conversion Rights &#8211; The Investors may exchange units in Nutra SA for equity interests in Irgovel. After any exchange, the Investors would possess the same rights and obligations with respect to the securities of Irgovel, as they have in Nutra SA.</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Global Holding Company (GHC) Roll-Up &#8211; If we form an entity, GHC, to hold our Brazil segment assets, the Investors may exchange units in Nutra SA for equity interests in GHC. The investors may exercise this right after the second anniversary of the formation of GHC or, if an event of default has occurred, after the later of January 2013 and the GHC formation date. The appraised fair value of the Investors&#8217; interest in Nutra SA would be used to determine the amount of ownership interest the Investors would receive in GHC.</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">RiceBran Technologies Roll-Up &#8211; The Investors may exchange units in Nutra SA for our common stock.<sup style="line-height: 1; font-size: smaller; vertical-align: text-top;">.</sup> This right is available upon the earlier of January 2014 or, if an event of default has occurred, January 2013. We may elect to postpone our obligation to complete the roll-up to January 2015 if the roll-up would result in over 25% of our common stock being owned by the Investors. The appraised fair value of the Investors&#8217; interest in Nutra SA and the market price of our stock would be used to determine the amount of ownership interest the Investors would receive.</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Drag Along Rights &#8211; The Investors have the right to force the sale of all Nutra SA assets after the earlier of (i) January 2014, (ii) January 2013 if an event of default occurs, or (iii) the date of a qualifying event. The right terminates upon the occurrence of certain events (a $50 million Nutra SA initial public offering or a change of control, as defined). We may elect to exercise a right of first refusal to purchase the Investors&#8217; interest instead of proceeding to a sale.</td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In evaluating whether we are the primary beneficiary of Nutra SA, we considered the matters which could be put to a vote of the members. Until there is an event of default or a qualifying event, the Investors&#8217; rights and abilities, individually or in the aggregate, do not allow them to substantively participate in the operations of Nutra SA. The Investors do not currently have the ability to dissolve Nutra SA or otherwise force the sale of all its assets. They do have such rights in the future (Drag Along Rights as described above). We will continue to evaluate our ability to control Nutra SA each reporting period.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the</font> LLC agreement<font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">.</font></div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 5. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We hold a variable interest which relates to our equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA&#8217;s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders&#8217; interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">September 30,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Cash and cash equivalents</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">478</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">562</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other current assets (restricted $2,154 and $2,505)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,370</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,675</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net (restricted $5,231 and $5,757)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">18,319</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19,690</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Goodwill and intangibles, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,185</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,215</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other noncurrent assets</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">24</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">54</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Total assets</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,376</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">32,196</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Current liabilities</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,007</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,141</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Current portion of long-term debt (nonrecourse)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,679</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Long-term debt, less current portion (nonrecourse)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,126</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,454</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other noncurrent liabilities</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">93</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,871</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Total liabilities</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">20,905</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">21,479</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Nutra SA&#8217;s debt is secured by its accounts receivable and property. Our parent company and our non-Brazilian subsidiaries do not guarantee any of Nutra SA&#8217;s debt.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">A summary of changes in redeemable noncontrolling interest for the three and nine months ended September 30, 2013 and 2012, follows (in thousands).</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Three Months</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Nine Months Ended</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Redeemable noncontrolling interest in Nutra SA, beginning of period</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,836</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,340</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,262</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,918</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Investors' interest in net loss of Nutra SA</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(605</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(212</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,633</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,184</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Investors' interest in other comprehensive loss of Nutra SA</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(43</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">137</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(441</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(469</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Investors' purchase of additional units of Nutra SA</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">300</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">300</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Redeemable noncontrolling interest in Nutra SA, end of period</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,488</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,265</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,488</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,265</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors). The Investors&#8217; interest was 49.0% in all periods presented, until September 2013, when it increased to 49.7% as a result of the Investors&#8217; contribution of an additional $0.3 million to Nutra SA. In October 2013, we transferred an additional $0.3 million in cash to Nutra SA and in November 2013, the Investors contributed $0.9 million for additional units of Nutra SA, and the Investor&#8217;s interest decreased to 49.1%. The Investors&#8217; share of Nutra SA&#8217;s net income (loss) increases (decreases) redeemable noncontrolling interest.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have the right to force a sale of Nutra SA assets in the future (see Drag Along Rights described below). We have assessed the likelihood of the Investors exercising these rights as less than probable at September 30, 2013. We will continue to evaluate the probability of the Investors exercising their Drag Along Rights each reporting period. We will begin to accrete the redeemable noncontrolling interest up to fair value if and when it is probable the Investors will exercise these rights.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Under the limited liability company agreement for Nutra SA (LLC agreement), as amended, any units held by the Investors beginning January 1, 2014, accrue a yield at 4% (the Yield). Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors. Until March 31, 2014, or if at any time Nutra SA is past due on its obligations to pay the Investors the Yield, all amounts due to us for management fees or for shared employees as provided under the LLC Agreement shall be tolled and remain unpaid until all past due amounts, if any, owed to the Investors have been paid in full.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Following the payment of the Yield, Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to the Investors in an amount equal to a multiplier (Preference Multiple) times the Investors&#8217; capital contributions, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests. The Preference Multiple is currently 2.3.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Under an October 2013 amendment of investment agreements, in November 2013, the Investors contributed an additional $0.9 million for units in Nutra SA and have the right to invest additional funds before December 31, 2013. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We also agreed to pay to Nutra </font>SA<font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"> ninety percent of any funds received (when and if received) from our restricted cash (see the Commitment and Contingencies note)</font>, with no resulting change in our Nutra SA voting rights. The Preference Multiple may change as of December 31, 2013, to an amount dependent on fundings made by us (including from restricted cash) and the Investors in November and December 2013<font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">. If the we fail to purchase at least $3.0 million of units between November 1 and December 31, 2013, an event of default will be automatically declared January 1, 2014</font>, and the Preference Multiple will increase to 2.5<font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"> . If at any time after November 1, 2013, our contributions for additional Nutra SA units between November 1 and December 31, 2013, plus funds contributed to Nutra SA from restricted cash, exceed the total of the Investor&#8217;s fourth quarter 2013 contributions by more than $4.0 million, the Preference Multiple will be reduced to 2.0.</font></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In the second and third quarters of 2013, we transferred $0.7 million and $0.1 million in cash to Nutra SA. In exchange, title was returned to us for certain equipment contributed to Nutra SA in December 2012 with an historical cost of $0.2 million.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Under the LLC agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As of September 30, 2013, there have been no events of default. Events of default, as defined in the MIPA and the October 2013 amendment of investment agreements, are:</div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">A Nutra SA business plan deviation, defined as the occurrence, for 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters,</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds,</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Failure of Irgovel to meet minimum quarterly processing targets beginning in the second quarter of 2014, or</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Failure of Irgovel to achieve EBITDA of at least $4.0 million in any year after 2014.</td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><!--Anchor--><!--Anchor-->As of September 30, 2013, there have been no qualifying events. The LLC agreement defines a qualifying event as any event prior to September 16, 2014, which results, or will result, in (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half or more of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The Investors have certain rights, summarized below, under an investor rights agreement and the LLC agreement, as further defined in the agreements.</div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Conversion Rights &#8211; The Investors may exchange units in Nutra SA for equity interests in our subsidiaries. After any exchange, the Investors would possess the same rights and obligations with respect to the securities of our subsidiaries, as they have in Nutra SA.</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Global Holding Company (GHC) Roll-Up &#8211; If we form an entity, GHC, to hold our Brazil segment assets, the Investors may exchange units in Nutra SA for equity interests in GHC. The investors may exercise this right after the second anniversary of the formation of GHC or, if an event of default has occurred, after the GHC formation date. The appraised fair value of the Investors&#8217; interest in Nutra SA would be used to determine the amount of ownership interest the Investors would receive in GHC.</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">RiceBran Technologies Roll-Up &#8211; The Investors may exchange units in Nutra SA for our common stock.<sup style="line-height: 1; font-size: smaller; vertical-align: text-top;">.</sup> This right is available upon the earlier of January 2014 or upon an event of default. We may elect to postpone our obligation to complete the roll-up to January 2015 if the roll-up would result in over 25% of our common stock being owned by the Investors. The appraised fair value of the Investors&#8217; interest in Nutra SA and the market price of our stock would be used to determine the amount of ownership interest the Investors would receive.</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt;"></td><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">Drag Along Rights &#8211; The Investors have the right to force the sale of all Nutra SA assets after the earlier of January 1, 2015 or upon the failure to process a certain level of rice bran in the second and third quarters of 2014. The right terminates upon the occurrence of certain events (a $50 million Nutra SA initial public offering or a change of control, as defined). We may elect to exercise a right of first refusal to purchase the Investors&#8217; interest instead of proceeding to a sale.</td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In evaluating whether we are the primary beneficiary of Nutra SA, we considered the matters which could be put to a vote of the members. Until there is an event of default or a qualifying event, the Investors&#8217; rights and abilities, individually or in the aggregate, do not allow them to substantively participate in the operations of Nutra SA. The Investors do not currently have the ability to dissolve Nutra SA or otherwise force the sale of all its assets. They do have such rights in the future (Drag Along Rights as described above). We will continue to evaluate our ability to control Nutra SA each reporting period.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the</font> LLC agreement<font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">.</font></div></div> 98000 254000 0 -156000 0 1 0.644 0.452 0.49 0.49 0.49 0.356 0.356 0.491 0.497 0.49 1500000 0 3000000 0 0 900000 7725000 0 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 2. GENERAL BUSINESS</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We are a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. We have proprietary and patented intellectual property that allows us to convert rice bran, one of the world&#8217;s most underutilized food sources, into a number of highly nutritious human food and animal nutrition products. Our target markets are human food and animal nutrition manufacturers and retailers, as well as natural food, functional food and nutraceutical supplement manufacturers and retailers, both domestically and internationally. We have developed a bio-refining approach to processing raw rice bran into various value added constituents such as stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB) and a variety of other valuable derivative products from each of these core products.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We have three reportable business segments: (i) Corporate; (ii) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; and (iii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products. The Corporate segment includes selling, general and administrative expenses including public company expenses, litigation, and other expenses not directly attributable to other segments. No Corporate allocations are made to the other segments. General corporate interest is not allocated.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The USA segment consists of two locations in California and two locations in Louisiana all of which can produce SRB. One of the two Louisiana SRB facilities, located in Lake Charles, has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB) and RiBalance (a complete rice bran nutritional package derived from further processing SRB). The manufacturing facilities included in our USA segment have proprietary and patented processing equipment and technology for the stabilization and further processing of rice bran into finished products. In 2012, approximately 50% of USA segment revenue was from sales of human food products and approximately 50% was from sales of animal nutrition products.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The Brazil segment consists of the consolidated operations of Nutra SA, whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. </font>(<font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Irgovel), located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. DRB is sold in bulk as animal feed and compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market. In 2012, approximately 46% of Brazil segment product revenue was from sales of RBO products and 54% was from sales of DRB products.</font></div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 2. BUSINESS</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We are a human food ingredient, nutritional supplement, and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. We have proprietary and patented intellectual property that allows us to convert rice bran, one of the world&#8217;s most underutilized food sources, into a number of highly nutritious human food and animal nutrition products. Our target markets are human food and animal nutrition manufacturers and retailers, as well as natural food, functional food and nutraceutical supplement manufacturers and retailers, both domestically and internationally. We have developed a bio-refining approach to processing raw rice bran into various value added constituents such as stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB) and a variety of other valuable derivative products from each of these core products.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We have three reportable business segments: (i) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; (ii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products; and (iii) Corporate, which includes includes corporate, administrative regulatory and compliance functions. No allocations of expense are made from the Corporate segment to the other segments. General corporate interest is not allocated.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The USA segment consists of two locations in California and two locations in Louisiana all of which can produce SRB. One of the two Louisiana SRB facilities, located in Lake Charles, has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB) and RiBalance (a complete rice bran nutritional package derived from further processing SRB). The manufacturing facilities included in our USA segment have proprietary and patented processing equipment and technology for the stabilization and further processing of rice bran into finished products. Approximately 55% of USA segment revenue was from sales of human food products and 45% was from sales of animal nutrition products.</div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">&#160;</div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The Brazil segment consists of the consolidated operations of Nutra SA, LLC, whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. </font>(<font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Irgovel), located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. DRB is sold in bulk as animal feed and compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market. Approximately 40% of Brazil segment product revenue was from sales of RBO products and 60% was from sales of DRB products.</font></div></div> -10099000 -9509000 -9851000 -368000 -9398000 -2071000 -6177000 -4962000 -4672000 -2654000 7642000 18369000 4912000 6160000 -1627000 -776000 -1633000 -605000 -1184000 -212000 -9509000 -10099000 -9509000 0 0 0 0 -10099000 0 0 -2071000 -9398000 -9851000 -368000 -1693000 -6875000 -770000 -1631000 -1593000 -7046000 -9851000 0 0 -1232000 -7229000 -221000 -8000 -1699000 -937000 -8255000 -630000 -220000 103000 -1433000 73000 -4822000 -9152000 -2522000 -3900000 -776000 -1627000 -1633000 -212000 -605000 -1184000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Recent Accounting Pronouncements</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><!--Anchor--><!--Anchor-->There are no recent accounting pronouncements that are applicable to us and adoption of which could potentially have a material impact on our consolidated financial statements.</div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Recent Accounting Pronouncements</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Accounting pronouncements that are applicable to us and could potentially have a material impact on our financial statements are discussed below.<br /></div><div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In May 2011, the Financial Accounting Standards Board (FASB) amended guidance on fair value measurement and expanded the required disclosures related to fair value. The amendments, among other things, clarify that the highest and best use concept applies only to nonfinancial assets and addresses the appropriate premiums and discounts to consider in fair value measurement. We adopted the guidance prospectively, effective January 1, 2012. Adoption did not have a significant impact on our financial position or results of operations.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In September 2011, the FASB amended guidance on goodwill impairment testing. The amendments permit us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Previous guidance required us to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments, we are not required to calculate the fair value of a reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount. We adopted the amendments effective for annual and interim goodwill impairment tests (if required) performed after January 1, 2012. Adoption had no impact on our financial position or results of operations.</div></div></div> -1636000 -4384000 -648000 -5078000 580000 -6490000 700000 0 3 3 1200000 from 2013 through 2032 from 2018 through 2032 14759000 17155000 3230000 9725000 11989000 3434000 70300000 2800000 110700000 400000 500000 -8687000 -9584000 -6711000 -6609000 -1354000 -2664000 -4618000 -1452000 -752000 -1778000 -3317000 -6354000 -3170000 -2053000 -1298000 -3636000 -8000 -954000 74000 -3644000 -1358000 -920000 -474000 103000 300000 300000 400000 300000 11628000 5556000 2364000 5428000 4768000 14712000 3728000 4496000 9229000 3132000 1743000 1218000 3404000 8774000 836000 1292000 622000 3711000 1959000 2709000 1211000 3559000 662000 3627000 100000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 1. BASIS OF PRESENTATION</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In the opinion of management, the accompanying unaudited condensed consolidated financial statements of RiceBran Technologies and subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The Interim Financial Statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2012. The report of our independent registered public accounting firm that accompanies the audited consolidated financial statements for the year ended December 31, 2012, included in that Annual Report on Form 10-K, contains a going concern explanatory paragraph in which our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern. We have experienced significant losses and negative cash flows and have an accumulated deficit in excess of $200 million as of September 30, 2013. Further, although we are focusing on raising additional funds to operate our business, there can be no assurances that these efforts will prove successful.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The interim results reported in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared assuming we will continue as a going concern based on the realization of assets and the satisfaction of liabilities in the normal course of business.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Certain reclassifications have been made to amounts reported for the prior year to achieve consistent presentation with the current year.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Recent Accounting Pronouncements</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><!--Anchor--><!--Anchor-->There are no recent accounting pronouncements that are applicable to us and adoption of which could potentially have a material impact on our consolidated financial statements.</div></div> -772000 -158000 -525000 -189000 1049000 975000 895000 5675000 6641000 4370000 56000 385000 801000 21000 54000 24000 -1081000 -1845000 -958000 279000 -901000 -89000 0 -914000 -914000 0 0 -552000 0 0 0 -552000 -1800000 0 800000 1000000 0 0 -1800000 1306000 1226000 2062000 1006000 859000 2651000 119000 197000 177000 175000 951000 201000 1691000 119000 17000 246000 784000 576000 145000 302000 661000 521000 358000 6000 100000 100000 237000 464000 152000 358000 176000 59000 232000 27000 22000 18000 27000 25000 1871000 3766000 93000 7454000 7126000 7013000 7679000 1900000 1900000 2000000 1900000 2000000 267000 0 1000000 1000000 -931000 -529000 -43000 -441000 137000 -469000 0 -458000 0 -458000 210000 -44000 0 24000 300000 88000 648000 2473000 907000 1848000 746000 6983000 273000 4571000 296000 583000 1942000 105000 128000 1448000 69000 100000 6482000 6867000 2301000 5824000 2500000 1100000 100000 0 0 0 20000000 20000000 20000000 0 0 0 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Reclassifications </font>&#8211; Certain reclassifications have been made to prior period amounts to conform to classifications adopted in the current year financial statement presentation.</div></div> 15189000 15056000 11607000 15163000 230000 550000 730000 500000 2280000 270000 700000 1100000 0 700000 300000 100000 100000 200000 3563000 1786000 -7000 843000 632000 600000 -22000 237000 94000 3563000 632000 500000 1739000 213000 1200000 11625000 1500000 1500000 3900000 4000000 100000 50000 25000 600000 1000000 1200000 2000000 700000 3563000 506000 537000 3563000 900000 2300000 3600000 2400000 1800000 800000 0 576000 847000 276000 0 1200000 300000 0 1447000 2922000 485000 366000 1215000 1353000 -10875000 -11136000 -580000 -10582000 -2676000 -11484000 300000 0 1058000 1058000 0 0 0 394000 1058000 1058000 0 0 394000 P5Y P10Y P7Y P3Y P3Y P5Y P25Y P30Y P5Y P10Y 27995000 28457000 25820000 19690000 15833000 11899000 8731000 36000 15833000 19690000 263000 18319000 59000 7442000 18319000 189000 420000 15053000 17249000 363000 189000 39405000 403000 1352000 14362000 9118000 358000 1407000 5710000 14122000 40890000 3800000 7098000 200000 39758000 15298000 1452000 389000 357000 14964000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Property consisted of the following (in thousands):</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">September 30,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Land</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">389</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">403</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Furniture and fixtures</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">357</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">358</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Plant</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">14,964</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">14,362</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Computer and software</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,452</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,407</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Leasehold improvements</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">200</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">189</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Machinery and equipment</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">15,298</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">15,053</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Construction in progress</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,098</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,118</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">39,758</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">40,890</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Less accumulated depreciation</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">13,938</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">12,433</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; 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width: 1%; vertical-align: bottom;"></td></tr></table></div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Property consists of the following (in thousands):</div><div><br /></div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; margin-left: 7.2pt;">&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">As of December 31,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 33%; vertical-align: top;"><div>&#160;</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 33%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; 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background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">363</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #ffffff; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">5-10 years</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Plant</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; 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width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">17,249</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #ffffff; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">5-10 years</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Construction in progress</div></td><td valign="bottom" style="padding-bottom: 2px; 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width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,710</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 33%; vertical-align: top;"><div>&#160;</div></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Subtotal</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">40,890</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">39,405</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #ffffff; width: 33%; vertical-align: top;"><div>&#160;</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; 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width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">11,410</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 33%; vertical-align: top;"><div>&#160;</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,457</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">27,995</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td></tr></table></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 7. PROPERTY</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Property consisted of the following (in thousands):</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">September 30,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Land</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">389</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">403</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Furniture and fixtures</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">357</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">358</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; 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background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,407</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Leasehold improvements</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">200</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">189</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Machinery and equipment</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">15,298</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">15,053</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Construction in progress</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,098</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,118</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">39,758</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">40,890</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; 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text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">12,433</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; 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width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,710</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 33%; vertical-align: top;"><div>&#160;</div></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Subtotal</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">40,890</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">39,405</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #ffffff; width: 33%; vertical-align: top;"><div>&#160;</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Less accumulated depreciation</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">12,433</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">11,410</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 33%; vertical-align: top;"><div>&#160;</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 33%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,457</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">27,995</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 33%; vertical-align: top;"><div>&#160;</div></td></tr></table><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Our Lake Charles, Louisiana facility was built at a cost of $3.8 million to process rice bran from a rice milling company adjacent to the facility. The facility is built on leased land which is owned by the rice milling company. The facility was idled in May 2009 due to lack of orders. We recorded a $2.3 million impairment loss on the facility in 2009. The facility is not classified as held for sale due to potential alternative uses and because we are not aggressively marketing the property. We evaluated, and continue to evaluate, alternate uses of the facility. Depreciation on the facility has continued after the facility was idled. As of December 31, 2012, the net book value of the idled facility included in property, net, was $1.7 million.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We also own equipment purchased in 2009 for use in the Lake Charles, Louisiana facility. In 2012 and 2011, we recorded impairments of $1.1 million and $0.6 million on the Lake Charles equipment.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Property includes machinery and equipment that has never been installed or operated, which totals $1.4 million at December 31, 2012.</div></div> 401000 162000 313000 49000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The tables below </font>present segment information for selected balance sheet accounts (in thousands).</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Corporate</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">USA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Brazil</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Consolidated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>As of September 30, 2013</u></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Inventories</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">885</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">675</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,560</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">59</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,442</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">18,319</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">25,820</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Goodwill</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,331</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,331</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Intangible assets, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">836</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">854</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,690</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Total assets</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,328</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">10,122</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,376</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">41,826</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>As of December 31, 2012</u></div></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Inventories</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">764</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,230</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,994</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">36</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,731</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19,690</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,457</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Goodwill</div></td><td valign="bottom" style="background-color: #cceeff; 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width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,773</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,773</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Intangible assets, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,133</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,442</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; 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background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">%</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,500</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 54%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Investors' interest in net loss of Nutra SA</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;">&#160;</td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,627</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(776</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 54%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Investors' interest in accumulated other comprehensive income of Nutra SA</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; padding-bottom: 2px; background-color: #cceeff; width: 9%; vertical-align: bottom;">&#160;</td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(529</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(931</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 54%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Redeemable noncontrolling interest in Nutra SA, end of period</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; padding-bottom: 4px; background-color: #ffffff; width: 9%; vertical-align: bottom;">&#160;</td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,262</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,918</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td></tr></table></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">A summary of changes in redeemable noncontrolling interest for the three and nine months ended September 30, 2013 and 2012, follows (in thousands).</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Three Months</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Nine Months Ended</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Redeemable noncontrolling interest in Nutra SA, beginning of period</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,836</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,340</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,262</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,918</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Investors' interest in net loss of Nutra SA</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(605</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(212</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,633</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,184</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Investors' interest in other comprehensive loss of Nutra SA</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(43</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">137</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(441</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(469</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Investors' purchase of additional units of Nutra SA</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">300</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">300</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Redeemable noncontrolling interest in Nutra SA, end of period</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,488</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,265</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; 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font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 17. RELATED PARTY TRANSACTIONS</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Transactions with Director Baruch Halpern</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In January 2012, Baruch Halpern became a member of our board of directors. Mr. Halpern is the principal in Halpern Capital, Inc. (HC). Under a February 2011 financial advisor agreement we are obligated to pay HC success fees ranging from 2.5% to 5.0% of the consideration received from certain equity, convertible securities or debt transactions. We must also issue warrants to purchase shares of common stock that equal from 2.5% to 5.0% of the consideration received in those transactions, divided by either the market price of the common stock or the conversion price of the securities issued in the transaction. 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font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In January 2012, we agreed to extend the expiration dates on certain liability warrants held by Mr. Halpern and others, for the purchase of 25,833 shares of common stock at an exercise price of $20.00 per share from July 2014 to January 2017. The resulting $0.1 million change in the fair value of the warrants was expensed in other income (expense).</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As a result of the amendment discussed in Note 10, the terms of Mr. Halpern&#8217;s January 2012 subordinated convertible note were modified such that the maturity date was extended from January to July 2015, the exercise price on the related warrant was reduced from $24.00 per share to $16.00 per share and the number of underlying shares on those warrants was increased from 125,000 to 178,572. Had the warrant not been amended, the exercise price would have reduced to $14.00 per share under the antidilution provisions in the warrant.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Transactions with Other Directors</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In April 2012, Henk Hoogenkamp became a member of our board of directors. </font>In 2011, Mr. Hoogenkamp performed consulting services for us under an independent contractor agreement. Under the agreement, as amended, we agreed to pay Mr. Hoogenkamp a total of $0.1 million as compensation for services in 2011. In addition, we issued to Mr. Hoogenkamp 750 shares of our common stock which fully vested on December 31, 2011. In June 2011, we entered into an amendment to the independent contractor agreement, which reduced the scope of the consulting services and reduced his compensation during the last six months of 2011. Mr. Hoogenkamp agreed to be paid less than $0.1 million for his consulting services in 2011 and we agreed to extend the exercise period for certain stock options issued to Mr. Hoogenkamp for the purchase of up to 2,200 shares of our common stock to June 30, 2015. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The change in fair value of the warrants was less than $0.1 million. </font>Effective January 1, 2012, under a new one-year independent contractor consulting agreement, we issued Mr. Hoogenkamp 5,000 shares of our common stock, which were to vest in twelve equal monthly installments during 2012. In April 2012, in connection with Mr. Hoogenkamp&#8217;s appointment to the Board of Directors, we terminated the independent contractor agreement and agreed to immediately vest all of the 5,000 shares of common stock previously granted. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">During 2012 and 2011, we paid and expensed less than $0.1 million for cash fees owed under the independent contractor agreements. We expensed $0.1 million in both 2012 and 2011 for common stock issued under the independent contractor agreements.</font></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">W. John Short (CEO and director), Zanesville Partners Fund, LLC, which is beneficially owned by James C. Lintzenich (former director), and the Edward L. McMillan Revocable Trust, which is beneficially owned by Edward L. McMillan (former director), collectively invested $0.1 million in the January 2012 subordinated convertible notes and related warrants issuance. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">During 2012, we paid and expensed less than $0.1 million for interest on these three </font>subordinated convertible notes<font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">.</font></div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 16. RELATED PARTY TRANSACTIONS</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Transactions with Director Baruch Halpern</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In January 2012, Baruch Halpern became a member of our board of directors. Mr. Halpern is the principal in Halpern Capital, Inc. (HC). Under a February 2011 financial advisor agreement, we were obligated to pay HC success fees ranging from 2.5% to 5.0% of the consideration received from certain equity, convertible securities or debt transactions. We were also required to issue warrants to purchase shares of common stock that equaled from 2.5% to 5.0% of the consideration received in those transactions, divided by either the market price of the common stock or the conversion price of the securities issued in the transaction. This agreement terminated April 1, 2012, however we remained obligated to pay HC success fees and issue HC warrants on any transaction with an investor introduced by HC though March 31, 2013.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">During the three months ended March 31, 2012, in connection with the January 2012 issuances of the subordinated convertible notes and senior convertible note, and related warrants, HC received $0.1 million in cash fees under the financial advisor agreement. Mr. Halpern also received warrants exercisable for 3,563 shares of our common stock at $20.00 per share and warrants exercisable for 750 shares of our common stock at $30.00 per share, which were owed to HC under the financial advisor agreement. During the three months ended March 31, 2013, HC received no success fees or transaction warrants.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In January 2012, we agreed to extend the expiration dates on certain liability warrants, held by Mr. Halpern and his family, for the purchase of 25,833 shares of common stock at an exercise price of $20.00 per share from July 2014 to January 2017. The resulting $0.1 million change in the fair value of the warrants increased other income (expense).</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Mr. Halpern held as of September 30, 2013 and December 31, 2012, $2.6 million of subordinated convertible notes. During the three and nine months ended September 30, 2013, </font>we accrued $0.1 million and $0.2 million of interest on the convertible notes beneficially owned by Mr. Halpern and paid $0.1 million and $0.1 million of interest. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">During the three and nine months ended September 30, 2012, </font>we accrued $0.1 million and $0.2 million of interest on the convertible notes beneficially owned by Mr. Halpern and paid $0.1 million and $0.2 million of interest. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">During the three and nine months ended September 30, 2012, </font>we received $0.1 million of cash in connection with issuances of convertible debt and related warrants to entities beneficially owned by Mr. Halpern. We made no convertible note principal payments in any period presented.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In April 2013, we issued a promissory note in the principal amount of $0.1 million to Mr. Halpern. The note bore interest at 10% and was repaid in full in May 2013.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">During the three months ended March 31, 2012, we paid HC $0.4 million relevant to HC&#8217;s class 6 general unsecured creditor claim as part of our payment obligations under the Amended Plan of Reorganization. The claim represented payment for services rendered prior to the November 2009 bankruptcy petition filing.</div><div><br /></div><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><u>Other Transactions with Directors and Officer</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">W. John Short, CEO and director, invested $50 thousand in the January 2012 subordinated convertible notes and related warrants and $25 thousand in the April 2013 subordinated convertible notes and related warrants. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">During the three and nine months ended September 30, 2013, </font>we paid less than $1 thousand of interest on the convertible notes and during<font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"> the nine months ended September 30, 2012, </font>we paid $2 thousand of interest. In June 2013, Mr. Short made a PIK Election for interest accruing under the notes from February 2013 through June 2014. In connection with the election, we issued to Mr. Short 82 shares of common stock and a PIK warrant, currently with 204 underlying shares of common stock, and we increased the shares underlying Mr. Short&#8217;s convertible notes by 204 shares as payment for interest accruing under the convertible notes from February 2013 through September 2013.</div></div> 0.05 0.025 0.025 0.05 164000 26000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 3. LIQUIDITY AND MANAGEMENT&#8217;S PLAN</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We continue to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern. We currently have insufficient funds to support our operations and service our debt in the near term and have inadequate financing arrangements in place at this time. Although we believe that we will be able to obtain the funds necessary to operate our business, there can be no assurances that our efforts will prove successful. We engaged Maxim Group LLC to assist us with fundsraising, filed a preliminary prospectus on Form S-1 dated September 30, 2013, applied to Nasdaq to list our stock on that exchange and we are pursuing an equity raise. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In the ongoing effort to achieve profitability, significant emphasis will be placed on growing revenues. The growth of revenues is expected to include the following:</div><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">growth in existing markets for stabilized rice bran (SRB), rice bran oil (RBO) and defatted rice bran (DRB);</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">expanding our product offerings and improving existing products;</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">aligning with, or acquiring, strategic partners who can provide channels for additional sales of our products; and</td></tr></table></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">implementing price increases.</td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We may also monetize certain assets which could result in additional impairment of asset values. Asset monetization may include some or all of the following:</div><div><br /></div><div style="text-align: left;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: left; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">sale of certain facilities;</td></tr></table></div><div style="text-align: left;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: left; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">sale of an interest in one or more subsidiaries; or</td></tr></table></div><div style="text-align: left;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: Symbol, serif; font-size: 10pt; vertical-align: top; align: right;">&#183;</td><td style="text-align: left; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">sale of surplus equipment.</td></tr></table></div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 1. CHAPTER 11 REORGANIZATION, LIQUIDITY AND MANAGEMENT&#8217;S PLANS</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Chapter 11 Reorganization</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">On November 10, 2009, RiceBran Technologies (the Parent Company, formerly known as NutraCea) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankruptcy Code) in the United States Bankruptcy Court for the District of Arizona (the Bankruptcy Court), in the proceeding entitled In re: NutraCea, Case No. 2:09-bk-28817-CGC (the Chapter 11 Reorganization). None of the Parent Company&#8217;s subsidiaries, including its Brazilian rice bran oil operation, were included in the bankruptcy filing. The Parent Company continued to manage its assets and operate its business as &#8220;debtor-in-possession&#8221; under the jurisdiction of the Bankruptcy Court through the November 2010 plan effective date (see below). Under the Bankruptcy Code, certain claims against the Parent Company in existence prior to the filing of the bankruptcy petition were stayed during the pendency of the Chapter 11 Reorganization. Additional claims arose subsequent to the filing date from the Parent Company&#8217;s business operations, its secured borrowing from Wells Fargo Bank, N.A., its employment of professionals, its disposition of certain non-core assets (as described below) and its treatment of certain executory contracts.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">On August 10, 2010, the Parent Company and the Official Unsecured Creditors Committee filed with the Bankruptcy Court an amended plan of reorganization (Amended Plan) in accordance with the Bankruptcy Code. The Amended Plan called for the payment in full of all allowed claims. Creditors voted overwhelmingly in favor of the Amended Plan and, on October 27, 2010, the Bankruptcy Court entered its order confirming the Amended Plan. The confirmation order became final on November 10, 2010, and the Amended Plan became effective on November 30, 2010.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The liabilities subject to compromise became the Parent Company&#8217;s payment obligations under the Amended Plan of approximately $7.0 million when the Amended Plan became effective. As of December 31, 2011, the portion of these obligations remaining unpaid was reflected as pre-petition liabilities in our consolidated balance sheets. Interest accrued on the allowed liabilities subject to compromise from November 2009 through November 2010, at an annual rate of 0.38%. Interest accrued on the unpaid prepetition liabilities at an annual rate of 8.25% beginning in December 2010.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In January 2012, we made our final $1.6 million distribution to the general unsecured creditors. Cumulatively, we made distributions totaling $7.0 million, representing 100% of the amount owed under the Amended Plan, plus accrued interest. The distributions were made with the proceeds from (i) the sale of interests in Nutra SA, LLC (Nutra SA) in 2011, (ii) proceeds from the issuance of convertible notes, debentures and related warrants in 2012 and 2011 (iii) receipts on notes receivable in 2012 and 2011 and (iv) proceeds from the sale of the idle Phoenix facility in 2010.</div><div><br /></div><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Liquidity and Management&#8217;s Plans</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We continue to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern. Although we believe that we will be able to obtain the funds to operate our business, there can be no assurances that our efforts will prove successful. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We took steps in 2012 and 2011 to improve profitability and liquidity by reducing our U.S. based employee headcount at both the corporate and plant operations level. In the ongoing effort to improve profitability, significant emphasis will be placed on growing revenues. 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EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">On October 28, 2013, our board of directors approved a 1 for 200 reverse split of our common stock. We began trading on a post split basis on November 18, 2013. All share and per share information has been retrospectively adjusted for all prior periods presented giving retroactive effect to the reverse stock split. Such adjustments include calculations of our weighted averages number of shares outstanding and loss per share, as well as disclosures regarding our share-based compensation and convertible debt.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">A summary of equity activity for the nine months ended September 30, 2013, (in thousands, except share data) follows.</div><div><br /></div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;">&#160;</td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Common Stock</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; 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width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(13,071</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(11,220</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr></table></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">A summary of equity activity for the nine months ended September 30, 2013, (in thousands, except share data) follows.</div><div><br /></div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Common Stock</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Accumulated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Accumulated Other Comprehensive</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Shares</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Amount</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Deficit</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Loss</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Equity</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 40%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Balance, December 31, 2012</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,038,080</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">210,396</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(204,420</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,540</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,436</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 40%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Share-based compensation, options</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">380</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">380</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 40%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Conversion of senior subordinated debenture</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,429</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">500</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">500</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 40%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Common stock issued for fees and services</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">37,088</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">613</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">613</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 40%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Warrants issued for fees and services</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">156</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">156</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 40%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Foreign currency translation</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(458</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(458</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 40%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Net loss</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,851</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,851</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 40%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; 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font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">212,045</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(214,271</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; 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vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Corporate segment:</div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; 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width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">96</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,048</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Subordinated convertible notes, net</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,230</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,041</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Other</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">38</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,972</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,117</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Brazil segment:</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Capital expansion loans</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,021</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,555</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Equipment financing</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">210</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">201</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Working capital lines of credit</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,767</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,227</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Advances on export letters of credit</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,189</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,953</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Special tax programs</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,618</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,531</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">14,805</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">14,467</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total debt</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">21,777</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19,584</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Current portion</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,422</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,003</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; 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width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2011</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;">&#160;</td></tr><tr><td valign="bottom" style="width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Corporate and USA segments:</div></td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="width: 1%; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;">&#160;</td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Senior convertible debentures, net</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; 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Additional assumptions that were used to calculate fair value follow.</td></tr></table></div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 46%; vertical-align: top;"><div></div></td><td style="width: 2%; vertical-align: top;"><div></div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">September 30, 2013</div></td><td style="width: 2%; vertical-align: top;"><div></div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2012</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Risk-free interest rate</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.0% - 1.4%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.1% - 0.7%</div></td></tr><tr><td style="background-color: #ffffff; width: 46%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1.0% weighted average)</div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.6% weighted average)</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Expected volatility</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">90%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div></div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">93%</div></td></tr></table></div><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(2)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. 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Additional assumptions that were used to calculate fair value follow.</td></tr></table></div><div><br /></div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; margin-left: 7.2pt;">&#160;</div></td><td style="width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2012</div></td><td style="width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2011</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Risk-free interest rate</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.1% - 0.7%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">0.1% - 0.8%</div></td></tr><tr><td style="background-color: #ffffff; width: 46%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.6% weighted average)</div></td><td style="background-color: #ffffff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #ffffff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(0.2% weighted average)</div></td></tr><tr><td style="background-color: #cceeff; width: 46%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Expected volatility</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">93%</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">84%</div></td></tr></table><div><br /></div><div style="text-align: justify;"><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 18pt; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top; align: right;">(2)</td><td style="text-align: justify; width: auto; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; vertical-align: top;">These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.</td></tr></table></div><div><br /></div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td style="width: 68%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; margin-left: 7.2pt;">&#160;</div></td><td style="width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="border-bottom: black 2px solid; width: 20%; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31, 2012</div></td></tr><tr><td style="background-color: #cceeff; width: 68%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Risk-free interest rate</div></td><td style="background-color: #cceeff; width: 2%; vertical-align: top;"><div>&#160;</div></td><td style="background-color: #cceeff; 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width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Foreign taxes</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Adjustments to Brazil deferred balances</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(222</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">429</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Adjustments to U.S. deferred balances</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">343</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(70</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Income tax benefit</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,935</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(345</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr></table></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">A summary of stock option and warrant activity for the nine months ended September 30, 2013, follows.</div><div><br /></div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="10" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Options</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="10" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Equity and Liability Warrants</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Shares Under Options</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Weighted Average Exercise Price</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Weighted Average Remaining Contractual Life (Years)</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Shares Under Warrants</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Weighted Average Exercise Price</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Weighted Average Remaining Contractual Life (Years)</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Outstanding, December 31, 2012</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">169,254</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">32.00</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6.3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">806,769</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">24.00</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3.5</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Granted (1)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">37,500</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">16.00</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">54,581</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">16.00</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Impact of anti-dilution clauses</div></td><td valign="bottom" style="background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,082</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="background-color: #cceeff; vertical-align: bottom;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">NA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Exercised</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 28%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Forfeited, expired or cancelled</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(27,551</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">54.00</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(146,106</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; 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vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">24.40</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; 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text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">144,887</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">26.00</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; 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padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Nine Months</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">NUMERATOR (in thousands):</div></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td><td valign="bottom" style="vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Basic and diluted - net loss attributable to RiceBran Technologies shareholders</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,071</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(368</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,851</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,398</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">DENOMINATOR:</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Basic EPS - weighted average number of shares outstanding</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,129,290</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,024,345</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,082,452</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,020,242</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Effect of dilutive securities outstanding</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Diluted EPS - weighted average number of shares outstanding</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,129,290</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,024,345</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,082,452</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,020,242</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">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-</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 25.2pt; font-size: 10pt;">Stock options (average exercise price for the three and nine months ended September 30, 2013, of $24.00 and $28.00)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">181,584</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">192,353</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">179,912</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">195,236</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; 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vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3.3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td></tr></table></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following table presents revenue by geographic area for the three and nine months ended September 30, 2013 and 2012 (in thousands).</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Three Months</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Nine Months</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; 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background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,685</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,714</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,501</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Brazil</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,048</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,626</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">13,845</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">14,397</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; 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text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,725</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,349</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">26,822</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; 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text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,280</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,638</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total revenues</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">37,723</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">36,957</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td></tr></table></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The tables below </font>present segment information for the periods identified and provide reconciliations of segment information to total consolidated information (in thousands).</div><div><br /></div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Three Months Ended September 30, 2013</u></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Corporate</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">USA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Brazil</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Consolidated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Revenues</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,065</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,660</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,725</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Cost of goods sold</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,332</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,623</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,955</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Gross profit</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">733</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">37</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">770</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation and amortization (in selling, general and administrative)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(119</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(177</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(302</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other operating expense</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,292</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(622</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,218</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,132</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Loss from operations</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,298</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(8</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,358</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,664</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Net loss attributable to RiceBran Technologies shareholders</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,433</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(8</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(630</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,071</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Interest expense</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">666</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">418</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,084</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation (in cost of goods sold)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">207</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">468</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">675</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Purchases of property</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,026</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,051</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Nine Months Ended September 30, 2013</u></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Corporate</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">USA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Brazil</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Consolidated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Revenues</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,099</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">17,723</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">26,822</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Cost of goods sold</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,895</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">16,913</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">23,808</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Gross profit</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,204</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">810</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,014</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation and amortization (in selling, general and administrative)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(17</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(358</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(576</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(951</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other operating expense</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,627</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,743</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,404</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(8,774</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Loss from operations</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,644</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">103</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,170</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,711</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Net income (loss) attributable to RiceBran Technologies shareholders</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(8,255</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">103</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,699</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,851</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Interest expense</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,541</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,338</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,879</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation (in cost of goods sold)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">665</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,359</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,024</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Purchases of property</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">12</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">147</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,142</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,301</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div>&#160;</div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Three Months Ended September 30, 2012</u></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Corporate</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">USA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Brazil</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Consolidated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Revenues</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,065</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,284</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,349</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Cost of goods sold</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,184</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,289</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,473</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Gross profit</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">881</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">995</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,876</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation and amortization (in selling, general and administrative)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(175</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(145</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(201</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(521</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Intersegment fees</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">57</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(57</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Impairment of property</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other operating expense</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(836</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(662</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,211</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,709</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Loss from operations</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(954</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">74</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(474</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,354</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Net income (loss) attributable to RiceBran Technologies shareholders</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(220</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">73</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(221</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(368</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Interest expense</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">173</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">325</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">498</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation (in cost of goods sold)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">179</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">399</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">578</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Purchases of property</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,025</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,031</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Nine Months Ended September 30, 2012</u></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Corporate</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">USA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Brazil</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Consolidated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Revenues</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,629</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19,177</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,806</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Cost of goods sold</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,737</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">16,689</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">23,426</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Gross profit</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,892</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,488</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,380</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation and amortization (in selling, general and administrative)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(246</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(784</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(661</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,691</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Intersegment fees</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">169</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(169</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Impairment of property</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other operating expense</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,559</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,959</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,711</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,229</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Loss from operations</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,636</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(920</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,053</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,609</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Net loss attributable to RiceBran Technologies shareholders</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(7,229</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(937</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,232</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,398</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Interest expense</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">494</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">17</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">792</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,303</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation (in cost of goods sold)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">714</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,218</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,932</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Purchases of property</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">72</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,752</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,824</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The table below </font>presents segment information for the years identified and provides a reconciliation of segment information to total consolidated information (in thousands).</div><div><br /></div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; margin-left: 7.2pt;">&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;">&#160;</td><td colspan="14" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; 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text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,871</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,766</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Total liabilities</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">21,479</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19,447</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td></tr></table></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">September 30,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">December 31,</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Cash and cash equivalents</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">478</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">562</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other current assets (restricted $2,154 and $2,505)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,370</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,675</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Property, net (restricted $5,231 and $5,757)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">18,319</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19,690</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Goodwill and intangibles, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,185</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,215</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other noncurrent assets</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">24</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">54</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Total assets</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,376</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">32,196</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Current liabilities</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,007</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,141</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Current portion of long-term debt (nonrecourse)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,679</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Long-term debt, less current portion (nonrecourse)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,126</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,454</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other noncurrent liabilities</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">93</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,871</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Total liabilities</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">20,905</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">21,479</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr></table></div></div> 885000 675000 0 764000 1560000 1994000 1230000 0 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 14. SEGMENT INFORMATION</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The tables below </font>present segment information for the periods identified and provide reconciliations of segment information to total consolidated information (in thousands).</div><div><br /></div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Three Months Ended September 30, 2013</u></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Corporate</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">USA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Brazil</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Consolidated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Revenues</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,065</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,660</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,725</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Cost of goods sold</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,332</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,623</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,955</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Gross profit</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">733</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">37</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">770</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation and amortization (in selling, general and administrative)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(119</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(177</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(302</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other operating expense</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,292</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(622</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,218</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,132</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Loss from operations</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,298</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(8</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,358</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,664</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Net loss attributable to RiceBran Technologies shareholders</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,433</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(8</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(630</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,071</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Interest expense</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">666</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">418</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,084</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation (in cost of goods sold)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">207</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">468</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">675</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Purchases of property</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,026</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,051</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Nine Months Ended September 30, 2013</u></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Corporate</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">USA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Brazil</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Consolidated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Revenues</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,099</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">17,723</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">26,822</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Cost of goods sold</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,895</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">16,913</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">23,808</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Gross profit</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,204</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">810</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,014</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation and amortization (in selling, general and administrative)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(17</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(358</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(576</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(951</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other operating expense</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,627</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,743</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,404</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(8,774</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Loss from operations</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,644</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">103</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,170</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,711</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Net income (loss) attributable to RiceBran Technologies shareholders</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(8,255</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">103</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,699</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,851</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Interest expense</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,541</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,338</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,879</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation (in cost of goods sold)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">665</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,359</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,024</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Purchases of property</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">12</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">147</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,142</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,301</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div>&#160;</div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Three Months Ended September 30, 2012</u></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Corporate</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">USA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Brazil</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Consolidated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Revenues</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,065</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,284</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,349</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Cost of goods sold</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,184</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,289</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,473</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Gross profit</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">881</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">995</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,876</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation and amortization (in selling, general and administrative)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(175</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(145</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(201</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(521</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Intersegment fees</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">57</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(57</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Impairment of property</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other operating expense</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(836</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(662</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,211</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,709</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Loss from operations</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(954</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">74</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(474</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,354</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Net income (loss) attributable to RiceBran Technologies shareholders</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(220</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">73</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(221</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(368</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Interest expense</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">173</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">325</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">498</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation (in cost of goods sold)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">179</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">399</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">578</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Purchases of property</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,025</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,031</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div><table cellpadding="0" cellspacing="0" style="width: 100%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>Nine Months Ended September 30, 2012</u></div></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Corporate</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">USA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Brazil</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Consolidated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Revenues</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,629</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19,177</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,806</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Cost of goods sold</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,737</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">16,689</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">23,426</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Gross profit</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,892</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,488</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,380</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation and amortization (in selling, general and administrative)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(246</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(784</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(661</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,691</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Intersegment fees</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">169</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(169</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Impairment of property</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,069</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other operating expense</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,559</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,959</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,711</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,229</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Loss from operations</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,636</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(920</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(2,053</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(6,609</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Net loss attributable to RiceBran Technologies shareholders</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(7,229</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(937</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(1,232</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(9,398</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Interest expense</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">494</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">17</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">792</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,303</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Depreciation (in cost of goods sold)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">714</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,218</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,932</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 52%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Purchases of property</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">72</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,752</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,824</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The tables below </font>present segment information for selected balance sheet accounts (in thousands).</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Corporate</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">USA</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Brazil</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Consolidated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>As of September 30, 2013</u></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Inventories</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">885</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">675</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,560</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">59</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,442</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">18,319</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">25,820</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Goodwill</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,331</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,331</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Intangible assets, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">836</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">854</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,690</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Total assets</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,328</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">10,122</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,376</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">41,826</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt; font-weight: bold;"><u>As of December 31, 2012</u></div></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Inventories</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">764</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,230</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,994</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Property, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">36</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,731</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">19,690</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,457</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Goodwill</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,773</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,773</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Intangible assets, net</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,133</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,442</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,575</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 16.2pt; font-size: 10pt;">Total assets</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,201</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">11,609</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">32,196</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">47,006</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr></table></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">All changes in goodwill between December 31, 2012 and September 30, 2013, relate to foreign currency translation. Corporate segment total assets include cash, restricted cash, property and other assets.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The following table presents revenue by geographic area for the three and nine months ended September 30, 2013 and 2012 (in thousands).</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Three Months</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Nine Months</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">2012</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">United States</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,052</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,685</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,714</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,501</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Brazil</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,048</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,626</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">13,845</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">14,397</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Other international</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,625</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,038</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,263</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">5,908</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 42%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Total revenues</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">8,725</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">9,349</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">26,822</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">28,806</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; 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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Principles of Consolidation</font> &#8211; The consolidated financial statements include the accounts of RiceBran Technologies (the Parent Company) and all subsidiaries in which we have a controlling interest. All significant inter-company accounts and transactions are eliminated in consolidation. Noncontrolling interests in our subsidiaries are recorded net of tax as net earnings (loss) attributable to noncontrolling interests.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Foreign Currencies</font> - The consolidated financial statements are presented in our reporting currency, U.S. Dollars. The functional currency for Irgovel is the Brazilian Real. Accordingly, the balance sheet of Irgovel is translated into U.S. Dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates in effect during the period. Translation differences are recorded in accumulated other comprehensive income (loss) as foreign currency translation. Gains or losses on transactions denominated in a currency other than the subsidiaries&#8217; functional currency which arise as a result of changes in foreign exchange rates are recorded as foreign exchange gain or loss in the statements of operations.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Cash and Cash Equivalents</font> &#8211; We consider all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2012, we maintain our cash, including restricted cash, and cash equivalents, with major banks. We maintain cash in bank accounts, which at times may exceed federally insured limits. We have not experienced any losses on such accounts.<br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">&#160;</div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Accounts Receivable and Allowance for Doubtful Accounts</font> &#8211; Accounts receivable represent amounts receivable on trade accounts. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts and the aging of accounts receivable. We analyze the aging of customer accounts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. From period to period, differences in judgments or estimates utilized may result in material differences in the amount and timing of our provision for doubtful accounts. We continue to evaluate our credit policy to ensure that the customers are worthy of terms and support our business plans.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Inventories - </font>Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method. In the USA segment, we employ a full absorption procedure using standard cost techniques. The standards are customarily reviewed and adjusted annually so that they are materially consistent with actual purchase and production costs. In the Brazil segment we use actual average purchase and production costs. Provisions for potentially obsolete or slow moving inventory are made based upon our analysis of inventory levels, historical obsolescence and future sales forecasts.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Long-Lived Assets, Intangible Assets and Goodwill</font> &#8211; Long-lived assets, consisting primarily of property, intangible assets, and goodwill, comprise a significant portion of our total assets. Property is stated at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains or losses on the sale of property and equipment are reflected in the statements of operations. Intangible assets are stated at cost less accumulated amortization.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The carrying values of property and intangible assets with finite lives are evaluated periodically in relation to the expected future cash flows of the underlying assets and monitored for other potential triggering events that might indicate impairment. Adjustments are made in the event that estimated undiscounted net cash flows estimated to be derived from the asset are less than the carrying value of the related asset. The cash flow projections are based on historical experience, management&#8217;s view of growth rates within the industry, and the anticipated future economic environment.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We are required to test goodwill for impairment at least annually (by policy December 31) and more often if an event occurs or circumstances change that more likely than not reduce the fair value of a reporting unit below its carrying value. In assessing the recoverability of goodwill, we make estimates and assumptions about sales, operating margin, terminal growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management&#8217;s judgment in applying these factors. The fair value of a reporting unit has been determined using an income approach based on the present value of the future cash flows of each reporting unit. The goodwill impairment test compares the fair value of individual reporting units to the carrying value of these reporting units. If fair value is less than carrying value then goodwill impairment may be present. The market value of our common stock is an indicator of fair value and a consideration in determining the fair value of our reporting units.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Revenue Recognition</font> &#8211; We recognize revenue for product sales when title and risk of loss pass to our customers, generally upon shipment for USA segment customers and Brazil segment international customers and upon customer receipt for Brazil segment domestic customers. Each transaction is evaluated to determine if all of the following four criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the selling price is fixed and determinable; and (iv) collectability is reasonably assured. If any of the above criteria cannot be satisfied then such a transaction is not recorded as revenue, or is recorded as deferred revenue and recognized only when the sales cycle is complete and payment is either received or becomes reasonably assured. Changes in judgments and estimates regarding the application of the above mentioned four criteria might result in a change in the timing or amount of revenue recognized by such transactions.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We make provisions for estimated returns discounts, and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities.</div><div><br /></div><div style="text-align: left; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Shipping and Handling Fees and Costs</font> &#8211; Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Research and Development</font> &#8211; Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses. External expenses consist of costs associated with product development. All such costs are charged to expense in the period they are incurred.<br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">&#160;</div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Derivative Conversion Liabilities &#8211; </font>We have certain convertible debt outstanding that contain antidilution clauses. Under these clauses, we may be required to lower the conversion price on the convertible debt based on future issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain conversion prices. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We account for the conversion liabilities associated with these antidilution clauses as liability instruments, separate from the host debt. The conversion liabilities are classified as debt on our consolidated balance sheets. These conversion liabilities are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations in other income (expense).</font></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Derivative Warrant Liabilities &#8211;</font><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">&#160;</font>We have certain warrant agreements in effect that contain antidilution clauses. Under these clauses, we may be required to lower the exercise price on these warrants and issue additional warrants based on future issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain exercise prices. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We account for the warrants with these antidilution clauses as liability instruments. These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations in other income (expense).</font></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Share-Based Compensation &#8211; </font>Share-based compensation expense for employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest, reduced for estimated forfeitures, and expensed on a straight-line basis over the requisite service period of the grant. Forfeitures are estimated at the time of grant based on our historical forfeiture experience and are revised in subsequent periods if actual forfeitures differ from those estimates. 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&#8217;s judgment regarding market factors and trends. We treat options granted to employees of foreign subsidiaries as equity options. 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Generally we value options granted to non-employees and consultants using the Black-Scholes-Merton valuation model. </font>If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The expense of stock awards issued to consultants or other third parties are recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. <font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The value is re-measured each reporting period over the requisite service period. Most non-employee awards have graded vesting schedules resulting in higher compensation expense recorded early in the service period.</font></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Income Taxes</font> &#8211; We account for income taxes by recording a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for financial reporting and tax purposes during the year.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">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.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Use of Estimates</font> &#8211; The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the uncertainty inherent in such estimates, actual results could differ from those estimates.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Reclassifications </font>&#8211; Certain reclassifications have been made to prior period amounts to conform to classifications adopted in the current year financial statement presentation.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>Recent Accounting Pronouncements</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">Accounting pronouncements that are applicable to us and could potentially have a material impact on our financial statements are discussed below.<br /></div><div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In May 2011, the Financial Accounting Standards Board (FASB) amended guidance on fair value measurement and expanded the required disclosures related to fair value. The amendments, among other things, clarify that the highest and best use concept applies only to nonfinancial assets and addresses the appropriate premiums and discounts to consider in fair value measurement. We adopted the guidance prospectively, effective January 1, 2012. Adoption did not have a significant impact on our financial position or results of operations.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In September 2011, the FASB amended guidance on goodwill impairment testing. The amendments permit us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Previous guidance required us to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments, we are not required to calculate the fair value of a reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount. We adopted the amendments effective for annual and interim goodwill impairment tests (if required) performed after January 1, 2012. Adoption had no impact on our financial position or results of operations.</div></div></div> 16867 8972 750 5000 37088 267000 0 0 267000 0 200000 200000 100000 200000 100000 0 380000 380000 0 568000 0 228000 228000 0 0 568000 0 0 0 613000 0 0 613000 12884 12884 0 500000 0 500000 224 175 48 15022 300000 600000 0 10000 0 0 10000 6090 4263 15022 20000 30593 10593 6667 82 0 0 0 0 0 0 0 28429 0 0 618000 618000 0 22390000 207432000 -156000 -184812000 -74000 0 4436000 210396000 -1540000 -988000 13714000 -194911000 209613000 -204420000 0 212045000 -214271000 -1998000 -4224000 1 for 200 200 to 1 13714000 4436000 -4224000 0 0 1089000 0 0 0 500000 1089000 0 1089000 500000 <div style="font-size: 10pt; font-family: 'Times New Roman', Times, serif;"><div style="font-size: 10pt; font-family: ''Times New Roman'', Times, serif; font-weight: bold; text-align: justify;"><u>NOTE 20. SUBSEQUENT EVENTS</u></div><div><br /></div><div style="font-size: 10pt; font-family: ''Times New Roman'', Times, serif; text-align: justify;">In 2011, we entered into a joint research and development agreement with a partner with the goal of developing technology to extract and concentrate protein from rice bran. In March 2013, the agreement was mutually terminated. We each received (i) the right to separately develop, modify and improve the jointly developed technology and (ii) nonexclusive, nonroyalty-bearing license rights to separately exploit the technology. We agreed to pay the partner a total of $1.3 million, which is payable in four equal quarterly installments beginning June 2013, or, alternatively, $1.2 million as a lump sum in June 2013.</div><div><br /></div><div style="font-size: 10pt; font-family: ''Times New Roman'', Times, serif; text-align: justify;"><font style="font-size: 10pt; font-family: ''Times New Roman'', Times, serif;">In March 2013, </font>W. John Short (CEO and director) and Baruch Halpern (director) loaned us collectively $0.1 million.</div><div><br /></div><div style="font-size: 10pt; font-family: ''Times New Roman'', Times, serif; text-align: justify;">In March 2013, our board of directors agreed to defer receipt of their cash board fees for an indeterminate period of time.</div></div> 30593 0 0 398000 9262000 7886000 400000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Accounts Receivable and Allowance for Doubtful Accounts</font> &#8211; Accounts receivable represent amounts receivable on trade accounts. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts and the aging of accounts receivable. We analyze the aging of customer accounts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. From period to period, differences in judgments or estimates utilized may result in material differences in the amount and timing of our provision for doubtful accounts. We continue to evaluate our credit policy to ensure that the customers are worthy of terms and support our business plans.</div></div> 5420000 332000 -1918000 3502000 4008000 576000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Use of Estimates</font> &#8211; The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the uncertainty inherent in such estimates, actual results could differ from those estimates.</div></div> 1000000 0 1900000 1300000 991852 1023412 1129290 1020242 1024345 1082452 1023412 991852 1129290 1082452 1020242 1024345 0 0 0 0 0 0 0 0 0 5000 P1Y6M P3Y6M P2Y4M24D P2Y9M18D P1Y8M12D P2Y3M18D P2Y3M18D P3Y6M P3Y6M P3Y7M6D P3Y3M18D P2Y4M24D P3Y3M18D P3Y7M6D 5 0 31516 31517 0 518720 0 518720 2082 60.00 54.00 220.00 256.00 138.00 24.00 90.00 24.00 208.00 16.00 88.00 226.00 46.00 44.00 86.00 148.00 66.00 24.00 90.00 26.00 16.00 46.00 0 20.00 20.00 46.00 16.00 0 20.00 20.00 0 0 5756 713969 708213 717326 2 0 156000 156000 0 0 P0Y9M18D P4Y2M12D P3Y10M24D P3Y6M P0Y3M18D P4Y2M12D P4Y8M12D P3Y7M6D P4Y9M18D P0Y3M18D P3Y7M6D P3Y2M12D P0Y9M18D P0Y1M6D P3Y10M24D 14.00 14.00 46.00 138.00 16.00 66.00 138.00 46.00 16.00 16.00 16.00 66.00 806769 2727 144023 3029 656990 4005 3029 2727 144023 17327 3029 12176 0 656990 695390 0 2727 138.00 24.00 46.00 16.00 66.00 0 16.00 0 16.00 46.00 46.00 16.00 16.00 138.00 16.00 66.00 138.00 0 2184000 564000 2184000 0 640000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 10. PRE-PETITION LIABILITIES</u></div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">On November 10, 2009, we filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Arizona in the proceeding entitled In re: NutraCea, Case No. 2:09-bk-28817-CGC. None of our subsidiaries were included in the bankruptcy filing. Creditors voted overwhelmingly in favor of an amended plan of reorganization which called for the payment in full of all allowed claims, and the plan became effective on November 30, 2010. In January 2012, we made our final $1.6 million distribution to the general unsecured creditors.</div></div> 0.25 0.25 0.45 P2Y 0.5 1200000 1600000 0.25 0.25 50000000 50000000 900000 300000 900000 0.9 0.9 0.8 0.85 0.85 0.2 2 3 3 2 5757000 5231000 Any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA. Any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half or more of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA. 2505000 2154000 2 3 3 2 100000 700000 300000 0.2 0.8 A Nutra SA business plan deviation, defined as the occurrence, in either 2012, 2013 or 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,B7A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, orB7A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds. A Nutra SA business plan deviation, defined as the occurrence, for either 2013 or 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt, A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, or A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds. (i) first, to the Investors in an amount equal to 2.3 times the Investors' capital contribution, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to (i) two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests. (i) first, to the Investors in an amount equal to an amount (Preference Multiple) times the Investors’ capital contributions, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests. 0 0 300000 300000 0.04 2 2.5 2.3 2.0 4000000 4000000 3000000 200000 <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">In the second quarter of 2013, we issued subordinated convertible notes and related warrants, which are described in the chart below.</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="border-bottom: #000000 2px solid; padding-bottom: 2px; width: 17%; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Issuance</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Principal Amount of Notes (in thousands)</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; padding-bottom: 2px; width: 9%; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Creditor's Debt Conversion Right</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Stated Annual Interest Rate on Debt</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; padding-bottom: 2px; width: 9%; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Maturity Date of Debt</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Number of Shares Under Warrant</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; 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font-size: 10pt; font-weight: bold;">Maturity Date of Debt</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 15%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Senior Convertible Debentures</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: top;">&#160; </td><td valign="bottom" style="background-color: #cceeff; width: 15%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">July 2012</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; 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width: 15%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">January 2014</div></td></tr><tr><td style="background-color: #ffffff; width: 15%; white-space: nowrap; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Subordinated Convertible Note</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: top;"></td><td valign="bottom" style="background-color: #ffffff; width: 15%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">August 2012</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 15%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">150</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td style="background-color: #ffffff; width: 15%; white-space: nowrap; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Convertible immediately at $14.00 per share</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 15%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">10</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">%</div></td><td valign="bottom" style="background-color: #ffffff; width: 15%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">July 2015</div></td></tr><tr><td style="background-color: #cceeff; width: 15%; white-space: nowrap; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Subordinated Convertible Notes</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: top;"></td><td valign="bottom" style="background-color: #cceeff; width: 15%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">July 2012</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 15%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">850</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #cceeff; width: 15%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Convertible immediately at $14.00 per share</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 15%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">10</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">%</div></td><td valign="bottom" style="background-color: #cceeff; width: 15%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">July 2015</div></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 15%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Subordinated Convertible Note</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: top;"></td><td valign="bottom" style="background-color: #ffffff; width: 15%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">May 2012</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 15%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">50</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #ffffff; width: 15%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Convertible immediately at $14.00 per share</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 15%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">10</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">%</div></td><td valign="bottom" style="background-color: #ffffff; width: 15%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">July 2015</div></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 15%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Subordinated Convertible Notes</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: top;"></td><td valign="bottom" style="background-color: #cceeff; width: 15%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">January 2012</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 15%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">4,325</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="background-color: #cceeff; width: 15%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Convertible immediately at $14.00 per share</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: top;">&#160;</td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 15%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">10</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: top;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">%</div></td><td valign="bottom" style="background-color: #cceeff; width: 15%; vertical-align: top;"><div style="text-align: right; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">July 2015</div></td></tr></table></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As of September 30, 2013, our convertible debt consists of the following components (in thousands):</div><div><br /></div><div><table align="center" border="0" cellpadding="0" cellspacing="0" style="width: 90%; font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><tr><td valign="bottom" style="width: 30%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Senior</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Subordinated</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 30%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Convertible</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Senior</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Convertible Notes</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="width: 30%; vertical-align: top;"><div></div></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Revolving</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Convertible</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Halpern</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Other</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td><td valign="bottom" style="width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="vertical-align: top;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 30%; vertical-align: top;"><div></div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Note</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Debentures</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Entities</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Investors</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: top;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: top;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Total</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: top;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Principal outstanding</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,558</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">97</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2,600</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,419</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">7,674</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Discount</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(41</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(470</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,419</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">(3,933</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">)</div></td></tr><tr><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Derivative conversion liabilities</div></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">91</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">2</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,267</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,833</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 2px solid; text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,193</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Debt</div></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,608</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">96</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,397</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,833</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="border-bottom: #000000 4px double; text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">6,934</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 4px; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 30%; vertical-align: top;"><div></div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #ffffff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Debt - current portion</div></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,608</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">96</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">1,704</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 30%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Debt - long-term portion</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">-</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; 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width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;">&#160;</td><td colspan="6" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Notes</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;">&#160;</td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;">&#160;</td><td colspan="2" valign="bottom" style="padding-bottom: 2px; vertical-align: bottom;"><div></div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;">&#160;</td></tr><tr><td valign="bottom" style="padding-bottom: 2px; width: 42%; vertical-align: top;"><div>&#160;</div></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;">&#160;</td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; 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font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As a consequence of the PIK Elections, in the second quarter of 2013, we issued 3,026 shares of common stock with a fair value of $0.2 million. 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font-weight: bold;">Second</div><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Quarter of 2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td><td colspan="2" valign="bottom" style="border-bottom: #000000 2px solid; vertical-align: bottom;"><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Third</div><div style="text-align: center; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Quarter of 2013</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; padding-bottom: 2px; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; 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background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: right; background-color: #ffffff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">3,263</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #ffffff; width: 1%; vertical-align: bottom;"></td></tr><tr><td valign="bottom" style="background-color: #cceeff; width: 66%; vertical-align: top;"><div style="text-align: left; text-indent: -7.2pt; font-family: ''Times New Roman'', Times, serif; margin-left: 7.2pt; font-size: 10pt;">Increase in Note Principle Under PIK Election</div></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">60,842</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="background-color: #cceeff; width: 1%; vertical-align: bottom;"></td><td valign="bottom" style="text-align: left; background-color: #cceeff; width: 1%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">$</div></td><td valign="bottom" style="text-align: right; background-color: #cceeff; width: 9%; vertical-align: bottom;"><div style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">45,688</div></td><td nowrap="nowrap" valign="bottom" style="text-align: left; 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In settlement of our remaining $0.5 million obligation to Buyer we issued to Buyer 12,884 shares of common stock and a warrant to purchase 3,029 shares, at $46.00 per share, expiring in November 2016, in a noncash transaction. The fair value of the common stock and warrant issued to Buyer exceeded our obligation to the Buyer by $0.2 million. This excess was recorded as a transaction cost in other expense in the second quarter of 2011. The stock had a fair value, based on the closing price of our stock, of $0.6 million. The warrant had a fair value of $0.1 million, determined using Black-Scholes valuation methodology.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">As a result of the settlement of our obligation to HS in 2011, we became the sole member of Rice Rx, LLC (RRX) and Rice Science, LLC (RS), each Delaware limited liability companies formed with HS in December 2007. Our ownership interest in RRX, increased from 50% to 100% and our ownership interest in RS increased from 80% to 100%. In addition, we were assigned all interests in the patentable pharmaceuticals, SRB isolates and related intellectual property derived from the preliminary research and development activities of RRX and RS.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The $0.9 million settlement was comprised of $0.6 million for the satisfaction of liabilities RRX and RS had payable to HS, $0.1 million for interest expense on those liabilities, $0.1 million for reimbursement of HS attorney fees, and $0.1 million for the additional ownership interests in RRX and RS. We used cash to satisfy our obligation to pay the $0.1 million for the ownership interests and $0.3 million of the liabilities to RRX and RS and settled the remainder of the liabilities, interest and attorneys fees, with issuance of the shares of common stock and the warrant to the Buyer.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We had a controlling interest in RS prior to the transaction, therefore no gain or loss was recorded with the purchase of the additional RS ownership interests. We recorded the indicated loss, representing the cash paid for the RS ownership interests and the noncontrolling interest derecognized with the transaction, of $0.3 million in equity in 2011. RS had no loss from operations in 2012 or 2011.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">We increased our interest in RRX from a noncontrolling interest to a controlling interest. Consequently, in the second quarter of 2011, we recorded a loss on the transaction, equal to the cash paid for the RRX ownership interests and the net RRX liabilities assumed, of $0.1 million. The $0.1 million loss on acquisition of the additional interest in RRX is included in other income (expense). RXX had no loss from operations in 2012 or 2011.</div></div> P21Y <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;"><u>NOTE 14. 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The $1.0 million deposit we received in the transaction was carried as an other long-term liability on our balance sheet since 2007 until the fourth quarter of 2011, when we eliminated the liability upon the resolution of certain legal matters associated with the transaction. We recognized a reduction in operating expenses in the amount of $1.0 million, which is recorded in recoveries from former customers in the statements of operations for 2011.</div></div> <div style="font-family: 'Times New Roman', Times, serif; font-size: 10pt;"><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;"><font style="font-family: ''Times New Roman'', Times, serif; font-size: 10pt; font-weight: bold;">Long-Lived Assets, Intangible Assets and Goodwill</font> &#8211; Long-lived assets, consisting primarily of property, intangible assets, and goodwill, comprise a significant portion of our total assets. Property is stated at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains or losses on the sale of property and equipment are reflected in the statements of operations. Intangible assets are stated at cost less accumulated amortization.</div><div><br /></div><div style="text-align: justify; font-family: ''Times New Roman'', Times, serif; font-size: 10pt;">The carrying values of property and intangible assets with finite lives are evaluated periodically in relation to the expected future cash flows of the underlying assets and monitored for other potential triggering events that might indicate impairment. Adjustments are made in the event that estimated undiscounted net cash flows estimated to be derived from the asset are less than the carrying value of the related asset. 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In July 2012, we also issued a new senior convertible debenture and related warrant and received $0.2 million in proceeds, net of financing costs. Each of the July 2012 debentures is convertible immediately at $0.07 per share. Commencing February 2013, we are required to redeem 1/12th of the $1.3 million combined principal each month until the January 2014 maturity date. In lieu of a cash redemption we may elect to redeem the debentures by issuing a number of shares of common stock equal to the monthly redemption amount divided by the lesser of (i) the current debenture conversion price or (ii) 80% of the 20-day volume weighted average trading price of our common stock or (iii) the volume weighted average trading price of our common stock on the day immediately prior to the redemption date less $0.01. The number of shares delivered may not exceed 20% of the number of shares traded in the 20-day trading period prior to payment. The debentures are secured by a senior interest in substantially all of our assets, excluding our interest in Nutra SA. Pursuant to the terms of the debentures, we may not pay any dividends while the debenture is outstanding. 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The convertible notes and related warrants issued in the second and third quarters of 2011, were terminated and cancelled in the fourth quarter of 2011 when the fourth quarter transaction occurred. The convertible notes and related warrants issued in the fourth quarter of 2011, were terminated and cancelled in the first quarter of 2012, when a subordinated convertible note was issued to the Halpern Entities, as described further below. These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. December 31, 2012 December 31, 2011 Risk-free interest rate 0.1% - 0.7% 0.1% - 0.8% (0.6% weighted average) (0.2% weighted average) Expected volatility 93% 84% These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. September 30, 2013 December 31, 2012 Risk-free interest rate 0.0% - 1.4% 0.1% - 0.7% (1.0% weighted average) (0.6% weighted average) Expected volatility 90% 93% These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow. December 31, 2012 Risk-free interest rate 0.2-0.3% (0.3% weighted average) Expected volatility 93% These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow. These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow. September 30, 2013 December 31, 2012 Risk-free interest rate 0.0-0.6% 0.2-0.3% (0.4% weighted average) (0.3% weighted average) Expected volatility 90% 93% Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations. Represents transfers to equity as a result of a holder exercising a warrant. Represents an adjustment to loss on extinguishment as a result of issuing the replacement senior convertible debenture. Represents transfers to equity as a result of the exercise of a warrant in 2012 and conversion of debt in 2013. Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change. During 2012, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change. During the first quarter of 2013, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change. As a result of the July 31, 2012, issuances of convertible debt and related warrants, the exercise prices on these transactional warrants were reduced under the full ratchet antidilution provisions included in the transactional warrants, to $14.00 per share and the number of underlying shares increased to equal the number of original underlying shares times the initial exercise price divided by $14.00 per share. Includes adjustments to shares underlying PIK warrants. The warrant contain full ratchet anti-dilution provisions. The warrants are classified as liability warrants because an indeterminate number of shares are issuable under the TCA debt agreement. All of the transactional warrants contain full ratchet antidilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise. 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amounts included in consolidated balance sheets Schedule of Variable Interest Entities [Table Text Block] Schedule of Variable Interest Entities [Table] Segment information for selected balance sheet accounts [Abstract] Segment Reporting Information, Additional Information [Abstract] Segment Reporting Information [Line Items] SEGMENT INFORMATION [Abstract] Segment information identified and reconciliations of segment information to total consolidated information [Abstract] Segment Reporting Information, Profit (Loss) [Abstract] Inventories SEGMENT INFORMATION Segment Reporting Disclosure [Text Block] Segment [Domain] Segment, Geographical [Domain] Selling, general and administrative Outstanding at beginning of period (in shares) Outstanding at end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number Expiration date Expiration Date of Warrant Equity and Liability Warrants, Additional Disclosures [Abstract] Stock and share-based compensation Common stock and share-based compensation, options Forfeited, expired or cancelled (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations Additionally reserved - board action (in shares) Exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised Options, Weighted Average Exercise Price [Roll Forward] Fair value of stock options Vesting period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Number of Shares Under Warrant (in shares) Number of shares under warrant (in shares) Number of Shares Under Warrants (in shares) Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted Shares Under Warrants [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] Stock issuance price (in dollars per share) Stock price on date of re-pricing (in dollars per share) Share price (in dollars per share) Granted (in dollars per share) Granted (in dollars per share) Exercised (in dollars per share) Exercised (in dollars per share) Forfeited, expired or cancelled (in dollars per share) Forfeited, expired or cancelled (in dollars per share) Risk free interest rate (in hundredths) Volatility (in hundredths) Expected dividends Exercisable at end of period (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Fair value of options granted (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Options, Additional Disclosures [Abstract] Exercisable at end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Available for issuance under the 2010 Plan (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant Shares Under Options, Outstanding [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Initially reserved (in shares) Initially reserved (in shares) Fair Value Assumptions [Abstract] Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] Forfeited, expired or cancelled (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period Vested shares surrendered for stock issued (in shares) Difference in fair value of the options before and after the modification Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost Shares under options - exercisable (in shares) Exercise Price Range [Axis] Stock Option Plans, Exercise Price Range [Line Items] Shares of common stock issued (in shares) Exercise Price Range [Domain] Outstanding at end of period (in dollars per share) Outstanding at beginning of period (in dollars per share) Average exercise price of options (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Terms of award, maximum (in years) Shares under options - outstanding (in shares) Exercise price range, lower range limit (in dollars per share) Outstanding at end of period (in shares) Outstanding at beginning of period (in shares) Options awarded, outstanding (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Award Type [Domain] Share-Based Compensation Exercise price range, upper range limit (in dollars per share) Shipping and Handling Fees and Costs SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies [Text Block] State [Member] Statement [Table] Scenario [Axis] Statement [Line Items] Consolidated Statements of Changes in Equity [Abstract] Consolidated Statements of Cash Flows [Abstract] Business Segments [Axis] Equity Components [Axis] Statement, Equity Components [Axis] Consolidated Balance Sheets [Abstract] Consolidated Statements of Comprehensive Loss [Abstract] Geographical [Axis] Common stock issued for services, (in shares) Common stock issued for services (in shares) Common stock issued for vendor services, (in shares) Cancelled shares and options - settlements with former officers Stock Repurchased and Retired During Period, Value Options [Member] Stock Options [Member] Stock Options [Member] Market value of shares of common stock issued Share-based compensation Stock Granted During Period, Value, Share-based Compensation, Net of Forfeitures Common stock issued for services Common stock issued for services Common stock issued to Buyer (in shares) Stock issued as settlement (in shares) Stock Issued During Period, Shares, Other Conversion of senior subordinated debenture Cancelled shares and options - settlements with former officers (in shares) Cancelled shares and options - settlements with former officers (in shares) Stock Repurchased and Retired During Period, Shares Common stock issued in exchange for options (in shares) Fair value of stock issued Common stock issued in exchange for options Issue of shares of common stock (in shares) Issue of shares of common stock (in shares) Shares issued (in shares) Exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Conversion of senior subordinated debenture (in shares) Common stock issued to Buyer Stock Issued During Period, Value, Other Equity: Balance at beginning of period Balance at end of period Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Equity (deficit) attributable to RiceBran Technologies shareholders: Equity attributable to RiceBran Technologies shareholders: Stockholders' Equity Attributable to Parent [Abstract] Reverse stock split Reverse stock split ratio Total equity (deficit) attributable to RiceBran Technology shareholders Stockholders' Equity Attributable to Parent Equity Equity Subsequent Events SUBSEQUENT EVENTS [Abstract] Subsequent Event Type [Domain] Subsequent Event Type [Axis] Subsequent Event [Member] Supplemental disclosures: Redeemable common stock shares outstanding (in shares) Redeemable common stock (30,593 shares outstanding) Temporary Equity, Carrying Amount, Attributable to Parent Total temporary equity recorded Total temporary equity Temporary equity Title of Individual with Relationship to Entity [Domain] Accounts Receivable and Allowance for Doubtful Accounts Trademarks [Member] Types of Financial Instruments [Domain] Change in fair value of derivative warrant and conversion liabilities Change in fair value of derivative warrant and conversion liabilities Unrealized Gain (Loss) on Derivatives Use of Estimates Recovery from former customer Valuation Allowances and Reserves, Recoveries Change in valuation allowance Valuation Allowance, Deferred Tax Asset, Change in Amount Nutra SA [Member] Variable Interest Entity [Member] Variable Interest Entity [Line Items] Variable Interest Entities [Axis] Summary of carrying amounts included in consolidated balance sheets [Abstract] Warrants [Member] Warrant [Member] Weighted Average [Member] Average [Member] DENOMINATOR [Abstract] Weighted Average Number of Shares Outstanding Reconciliation [Abstract] Basic (in shares) Basic EPS - weighted average number of shares outstanding (in shares) Diluted (in shares) Diluted EPS - weighted average number of shares outstanding (in shares) Effect of dilutive securities outstanding (in shares) Brazil [Member] BRAZIL United States [Member] UNITED STATES Person serving as a director on Strategic Committee. Director Serving on Strategic Committee [Member] Equity-based payment arrangement where one or more employees receive shares of stock (units), stock (unit) options, or other equity instruments, or the employer incurs a liability to the employee in amounts based on the price of the employer's stock (unit). Shares Under Warrants [Member] Warrants [Member] Change in the number of share options (or share units) due to the impact of anti-dilution clauses during the current period. Share-based Compensation Arrangement by Share-based Payment Award, Options, Impact of Anti-Dilution Clauses Impact of anti-dilution clauses (in shares) The maximum number of shares authorized to be issued after increment. Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized After Increment Number of shares reserved after increment (in shares) Weighted average remaining contractual term for 'other than option' warrants outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Share based Compensation Arrangement by Share based Payment Award, Non-Option Equity Instruments, Outstanding Weighted Average Remaining Contractual Term Outstanding, weighted average remaining contractual life Weighted average remaining contractual term for vested portions of 'other than options' equity instruments outstanding and currently exercisable, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Share based Compensation Arrangement by Sharebased Payment Award Other Than Options, Exercisable Weighted Average Remaining Contractual Term Exercisable, weighted average remaining contractual life Number of non-employee directors serving on the board of directors. Number of non-employee directors Represents weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan relates to impact of anti-dilution clauses. Share Based Compensation Arrangements By Share Based Payment Award Options Impact of Anti Dilution Clauses Weighted Average Exercise Price Impact of anti-dilution clauses (in dollars per share) Change in the number of shares of non-option equity instruments due to the impact of anti-dilution clauses in equity and liability contracts. Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Impact of Anti-dilution Clauses Impact of anti-dilution clauses (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Weighted Average Exercise Price [Roll Forward] Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward] Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Share based Compensation Arrangement by Share based Payment Award, Non-Option Equity Instruments, Outstanding, Weighted Average Exercise Price Outstanding at end of period (in dollars per share) Outstanding at beginning of period (in dollars per share) Weighted average price of non options that were either forfeited or expired. Share based Compensation Arrangement by Share based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations in Period, Weighted Average Exercise Price Forfeited, expired or cancelled (in dollars per share) The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of warrants outstanding and currently exercisable under the stock option plan. Share based Compensation Arrangement by Share based Payment Award, Non-Option Equity Instruments, Exercisable, Weighted Average Exercise Price Exercisable at end of period (in dollars per share) Weighted average price at which grantees can acquire the shares reserved for issuance on warrants awarded. Share based Compensation Arrangements by Share based Payment Award, Non-Option Equity Instruments, Grants in Period, Weighted Average Exercise Price Granted (in dollars per share) The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee exercised the option/warrant. Sharebased Compensation Arrangement by Sharebased Payment Award Equity Instruments Other than Options Exercises in Period Weighted Average Grant Date Fair Value Exercised (in dollars per share) Weighted average grant date fair value per share of the impact of antidilution clauses in equity and liability contracts. Sharebased Compensation Arrangement by Sharebased Payment Award Equity Instruments Other than Options Impact of Antidilution Clauses Weighted Average Grant Date Fair Value Per Share Impact of anti-dilution clauses (in dollars per share) The equity-based compensation arrangement plan adopted by the board of directors in 2010. Equity Incentive Plan 2010 [Member] 2010 Plan [Member] The number of shares into which fully or partially vested non options outstanding as of the balance sheet date can be currently converted. Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercisable, Number Exercisable at end of period (in shares) Number of directors serving on the Strategic Committee. Number of directors on Strategic Committee Number of warrants issued in lieu of cash for fees and services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. Warrants Issued During Period, Shares, Issued for fees and Services Warrants issued fees and services (in shares) Value of warrants issued in lieu of cash for fees and services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. Warrants Issued During Period, Value, Issued for Fees and Services Warrants issued fees and services Details comprising a table providing supplementary information on outstanding and exercisable share awards as of the balance sheet date which stratifies outstanding warrants by ranges of exercise prices. Schedule of Share-based Compensation, Shares Authorized under Stock Warrant Plans, by Exercise Price Range [Table] Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range [Line Items] Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range [Line Items] Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range [Abstract] Summary of information related to outstanding and exercisable warrants [Abstract] Weighted average remaining contractual term of outstanding warrants, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range, Outstanding Warrants, Weighted Average Remaining Contractual Term Remaining contractual life - outstanding The floor of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock warrant awards on all stock warrant plans and other required information pertaining to awards in the customized range. Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range, Lower Range Limit Exercise price range, lower range limit (in dollars per share) The ceiling of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock warrant awards on all stock warrant plans and other required information pertaining to awards in the customized range. Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range, Upper Range Limit Exercise price range, upper range limit (in dollars per share) The number of shares reserved for issuance pertaining to the outstanding stock warrants as of the balance sheet date for all warrant plans in the customized range of exercise prices. Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range, Number of Outstanding Warrants Shares under warrants - outstanding (in shares) The weighted average price as of the balance sheet date at which grantees could acquire the underlying shares with respect to all outstanding warrants which are in the customized range of exercise prices. Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range, Outstanding Warrants, Weighted Average Exercise Price Weighted average exercise price - outstanding (in dollars per share) Information by range of warrant prices pertaining to warrants granted. Share Based Compensation Shares Authorized Under Stock Warrant Plans By Exercise Price Range [Axis] Supplementary information on outstanding and exercisable share awards as of the balance sheet date which stratifies outstanding warrants by ranges of exercise prices. Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range [Domain] Exercise price $0.22 to $0.23. Range Ten [Member] $46.00 [Member] Option exercise price $0.20. Range One [Member] $16.00 [Member] Exercise price $0.92. Range Twelve [Member] $138.00 [Member] Option exercise price $0.20 to $4.00. Range Nine [Member] $14.00-$16.00 [Member] Exercise price $0.69. Range Eleven [Member] $66.00 [Member] Liability warrants. Liability Warrant [Member] Liability Warrant [Member] Equity warrants. Equity Warrant [Member] Equity Warrant [Member] Other costs of financing incurred in the period. financing expense Financing expense Financing expense PRE-PETITION LIABILITIES [Abstract] The entire disclosure related to prepetition liabilities. Prepetition Liabilities [Text Block] PRE-PETITION LIABILITIES Percentage of capital stock to be purchased under option in case of decline of right within two years of the entity's formation. Percentage of capital stock to be purchased in case of decline of right Percentage of capital stock to be purchased in case of decline of right (in hundredths) Exercise price for option as percentage of capital investment made in the entity. Exercise price for option as percentage of capital investment Exercise price for option as percentage of capital investment (in hundredths) Percentage of capital stock obtained to develop new products relating to rice bran or its derivative, as defined in the agreement. Percentage of capital stock obtained under agreement Percentage right to purchase capital stock (in hundredths) Period considered for purchase of capital stock in case of decline of right. Period considered for purchase of capital stock in case of decline of right Period considered for purchase of capital stock in case of decline of right Represents percentage of equity interest in subsidiary sold during the period by parent. Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Sold Membership interest sold (in hundredths) An entity with which the Company entered into a series of agreements. Wilmar [Member] Represents the payment to a partner resulting from the termination of an agreement. Payment to partner for termination of agreement Represents the amount of distributions made to general unsecured creditors during the period. Distribution to general unsecured creditors The maximum percentage ownership of the parent company's common stock the Investors may own before electing to postpone their obligation to complete a roll up. Maximum share ownership percentage Maximum share ownership percentage (in hundredths) The amount of a Nutra SA initial public offering that would trigger the termination of Drag Along rights which would allow the Investors to force the sale of all Nutra SA assets. Drag Along Right termination amount Additional contributions made to the VIE by the investors. Additional contributions by investors Additional contributions by investors The parent company contribution to Nutra SA of funds received from escrow account. Parent Company contribution to Nutra SA Parent Company contribution to Nutra SA (in hundredths) The percentage in the agreement that defines an event of default based on other material problems, which result in damages not covered by insurance proceeds. Threshold percentage of damages not covered by insurance proceeds for a material problem, minimum Threshold percentage of damages not covered by insurance proceeds for a material problem, minimum (in hundredths) The percentage in the agreement that defines an event of default based on planned EBITDA. Threshold percentage of planned EBITDA for default calculation Threshold percentage of planned EBITDA for default calculation (in hundredths) Represents the number of representatives in the management committee, which oversees the manager under the LLC agreement. Number of representatives in management committee Amount, net of accumulated depreciation, depletion and amortization, of restricted long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Property, Plant and Equipment Restricted, Net Variable interest entity restricted portion of property, net Description of the terms of a qualifying event as defined in the LLC agreement,. Terms of qualifying event Sum of the carrying amounts as of the balance sheet date of all restricted assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Restricted Portion of Other Assets, Current Restricted portion of other current assets AF Bran Holding-NL LLC and AF Bran Holdings LLC, who entered into a membership interest purchase agreement with the parent company. Investors [Member] Represents the number of representatives in the management committee upon an event of default or a qualifying event under the LLC agreement. Number of representatives in management committee upon default Cash contributed to the Variable Interest Entity. Cash Transferred to the VIE Cash transferred to Nutra SA The percentage in the agreement that defines an event of default if there is an unfavorable percentage variation in two out of three financial measurements. Threshold percentage of unfavorable variance for default calculation Threshold percentage of unfavorable variance for default calculation (in hundredths) Description of the terms of default and the events of default as defined in the MIPA,. Terms of default Terms applicable to distributable cash to the members as per the agreement. Distributable cash terms The carrying amount of the purchase of additional noncontrolling interests which are redeemable by the (parent) entity during the period (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder of the noncontrolling interest, or (3) upon occurrence of an event that is not solely within the control of the (parent) entity. The noncontrolling interest holder's ownership (or holders' ownership) is represented by an equity interest that does not conform to either common or preferred equity (noncontrolling) interests otherwise provided for in the taxonomy, regardless of investee entity legal form. Redeemable Noncontrolling Interest, Equity, Purchase of Additional Units, Carrying Amount Investor's purchase of additional units of Nutra SA The required investment yield at beginning of year. Yield Earned Yield earned beginning in January, 2014 (in hundredths) The multiple of the investors contribution to be distributed. Amount to be Distributed as a Multiple of Investor's Capital Contribution Amount to be distributed as a multiple of Investor's capital contribution Preference Multiple as defined by the agreement. Preference Multiple Preference multiple The minimum amount that the parent must invest into the VIE before a certain date specified in the agreement. Minimum Amount for Parent to Invest Minimum amount for Parent Company to invest before current year end The cost of the equipment returned in lieu of a cash contribution. Historical Cost of Equipment Returned Historical cost of equipment returned BUSINESS [Abstract] GENERAL BUSINESS [Abstract] Tabular disclosure of information pertaining to short-term and long-debt convertible notes and debenture instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation. Schedule of Debt Convertible Notes and Debentures [Table Text Block] Convertible notes and debenture information Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation. Schedule of Debt as of Current Balance Sheet Date [Table Text Block] Components of convertible debt Components of convertible debt A tabular disclosure of the increase in shares of common stock and warrants. Increase in shares of common stock and warrants [Table Text Block] Increase in shares of common stock and warrants Amount of gain (loss) recognized in earnings on instruments still held, arising from liabilities measured at fair value on a recurring basis using unobservable inputs (level 3). Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Change in Unrealized Gain (Loss) on Investments Still Held Change in Unrealized Gains (Losses) on Instruments Still Held Derivative conversion liability. Derivative conversion liability [Member] Derivative conversion liability [Member] Brazil Segment. Brazil Segment [Member] Brazil [Member] Brazil Segment [Member] Other International, non Brazilian. Other International [Member] Other International [Member] This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. Fair value amount over the carrying amount of the same convertible debt at the balance sheet date. Convertible Debt, Amount Over (Under) Carrying Value,Fair Value Disclosures Fair value of convertible debt's excess value over carrying value Represents the sellers in connection with the transfer of Irgovel's corporate control to the Company. Sellers [Member] A former Irgovel stockholder, David Resyng, who filed an indemnification suit against Irgovel, Osmar Brito and the remaining Irgovel stockholders (Sellers) on August 28, 2008. Former Irgovel Stockholder David Resyng [Member] Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Amount of escrow liability in accrued expenses Represents the escrow balance available to settle remaining contingencies as of the balance sheet date. Escrow balance available to settle remaining contingencies Represents a party against which the Company filed a breach of contract complaint. Diabco Life Sciences, LLC [Member] Represents the damages expected to be awarded by court. Damages expected to be awarded by court Represents the total amount of damages stipulated by the defendant. Total damages stipulated by defendant Represents the period of court trial. Period of court trial Revenue during the period derived from a specified product line, after deducting returns, allowances and discounts, when it serves as a benchmark in a concentration of risk calculation. Revenue from Animal Nutrition Products [Member] Revenue from Animal Nutrition Products [Member] DRB Products. DRB Products [Member] RBO Products. RBO Products [Member] Revenue during the period derived from a specified product line, after deducting returns, allowances and discounts, when it serves as a benchmark in a concentration of risk calculation. USA Segment Revenues [Member] USA Segment Revenue [Member] USA Segment Revenues [Member] Number of locations in a particular location. Number of Locations in California Number of locations in California Number of locations in a particular location. Number of Locations in Louisiana Number of locations in Louisiana Number of locations in a particular location. Number of Locations in Lake Charles, Louisiana Number of locations in Lake Charles, Louisiana Including current and noncurrent portions, aggregate carrying amount of long-term borrowings as of the balance sheet date before deducting unamortized discount or premiums (if any). May include notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt, which had initial maturities beyond one year or beyond the normal operating cycle, if longer. Long-term Debt, Gross, Maximum Borrowing Maximum outstanding borrowings Senior convertible revolving note, net Senior convertible revolving note, net [Member] Senior Convertible Revolving Note, Net [Member] The price at which the outstanding principal, interest and other amounts due under the agreement are converted into shares of common stock upon default of the debt instrument. Debt Instrument, Conversion Price Upon Default, Percentage Conversion price upone default (in hundredths) The fair value of warrants as of the date of issuance. Fair value of warrants The maximum fair value of warrants as of the date of issuance. Fair value of warrants, Maximum Maximum fair value The guaranteed minimum value of the stock issued is relation to the three tranches sold. Guaranteed Minimum Value of Stock Issued Guaranteed minimum value of stock issued in connection with the three tranches Senior Convertible Debentures, Net Senior Convertible Debentures, Net [Member] Subordinated Convertible Notes, Net Subordinated Convertible Notes, Net [Member] Owner of Subordinated Notes. Owner of Subordinated Notes [Axis] USA Segment. USA Segment [Member] Corporate Segment [Member] United States [Member] Information by type of issuance date of debt. Debt Issuance Date [Axis] Debt Issuance Date [Axis] Represents the issuance date of various types of debt and warrants. Issuance Date [Domain] Represents the issuance date of various types of debt and warrants. Issuance Date One [Member] April 2013 [Member] January 2012 [Member] Price per share to convert the warrants into common stock. Debt Conversion, Price Per Share Creditor's Debt Conversion Right (in dollars per share) Minimum beneficial ownership interest to be required to give notice prior to conversion or exercise. Minimum beneficial ownership interest to be required to give notice prior to conversion or exercise Minimum beneficial ownership interest to be required to give notice prior to conversion or exercise (in hundredths) Monthly installment interest rate stated at annual rate in the contractual debt agreement. Debt Instrument, Monthly Installment Interest Rate, Annual Rate Monthly installment interest rate, annual rate (in hundredths) The weighted average fair value of nonvested awards on equity-based plans excluding option plans for which the employer is contingently obligated to issue equity instruments. Exercise price per warrant Exercise price per warrant (in dollars per share) Average Exercise Price of warrants (in dollars per share) Represents derivative conversion liabilities pertaining to our convertible debt. Derivative conversion liabilities Derivative conversion liabilities Derivative conversion liabilities Represents an increase in shares of common stock underlying warrants during the period. Increase in Shares of Common Stock Underlying Warrant Increase in shares of common stock underlying PIK warrant (in shares) Description of the date that the weighted average fair value of nonvested awards on equity-based plans excluding option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, revenue or profit achievement stock award plan) for which the employer is contingently obligated to issue equity instruments or transfer assets to an employee who has not yet satisfied service or performance criteria necessary to gain title to proceeds from the sale of the award or underlying shares or units. Sharebased Compensation Arrangement by Sharebased Payment Award, Equity Instruments Other than Options Nonvested Weighted Average Grant Date Fair Value Description Exercisable Price of Warrant Exercise Price of Warrant Represents the required number of days' notice prior to conversion or exercise of convertible debt and warrants. Required number of days notice prior to conversion or exercise of convertible debt and warrants Required number of days notice prior to conversion or exercise An agreement to borrow off of receivables until collected. Factoring Agreement [Member] Factoring Agreement [Member] Written promise to pay a specified sum of money to a designated person or to his or her order, or to the bearer of the note, at a fixed time or on demand. Promissory note [Member] Promissory Note [Member] Subordinated Convertible Notes Subordinated Convertible Notes [Member] Contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars, outside the reporting entity's home country. Special Tax Programs [Member] Special Tax Programs [Member] Contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars, outside the reporting entity's home country. Advances on export Letter of Credit [Member] Advances on Export Letter of Credit [Member] Borrowing that has a lower priority than senior instruments in event of liquidation of the entity's assets. Subordinated Convertible Notes and Warrants [Member] Subordinated Convertible Notes and Warrants [Member] Equipment financing. Equipment Financing [Member] Equipment Financing [Member] Owner of Subordinated Debt. Owner of Subordinated Debt [Domain] Investors, other than the Halpern Trust. Other Investors [Member] Other Investors [Member] Mr. Halpern together with the Halpern Trust referred to as the Halpern Entities, Halpern Trust fund controlled by Mr. Halpern, a director of the company. Halpern Entities [Member] Represents the number of tranches in connection with TCA. Number of tranches Related to TCA Number of tranches related to TCA The amount of the conversion liability created from the transaction. Conversion Liability Conversion liability Debt categorized as other. Other Debt [Member] Other [Member] The percentage fees during the period. Fees under the agreement Fees under the agreement (in hundredths) The minimum cumulative repayments as of the balance sheet date. Minimum cumulative repayments, October 2013 Minimum cumulative repayments, March 2014 The minimum cumulative repayments as of the balance sheet date. Minimum cumulative repayments, November 2013 Minimum cumulative repayments, June 2014 The minimum cumulative repayments as of the balance sheet date. Minimum cumulative repayments, December 2013 Minimum cumulative repayments, September 2014 The percentage collections that may be withheld. Collections that may be withheld Collections that may be withheld (in hundredths) The gross cash inflow from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with either short term or long term . Proceeds from Lines of Credit, Gross Value of additional unit purchased by the entity. Value Of Additional Unit Purchased Value of additional units purchased The costs of stock issuance during the period. Transaction closing costs The cash costs of stock issuance during the period. Transaction closing costs, cash expenses The cash costs of stock issuance during the period amortized to interest expense. Transaction closing costs, Amortized to interest expense Represent an amount of taxes payable that was converted into a debt agreement. Taxes payable converted into debt agreement The number of shares issuable on the conversion of debt. Number of Equity Instruments Issuable on Conversion Shares issuable on conversion (in shares) The principal amount of debt with an extension of maturity date. Principal amount of debt with maturity extension The holder of a debt instrument. Holder 1 [Member] The holder of a debt instrument. Holder 2 [Member] The fair value of conversion features as of the balance sheet date. Fair value of conversion features The fair value of liability warrants as of the balance sheet date. Fair value of liability warrants The Maximum Amount of Capital Expenditures Allowed Per Year by debt covenants. Maximum Amount of Capital Expenditures Allowed Per Year Maximum amount of capital expenditures allowed per year Represents an increase in shares of common stock underlying notes during the period. Increase in Shares of Common Stock Underlying Notes Increase in shares of common stock underlying notes (in shares) The increase in notes principle under paid in kind elections. Increase in Note Principle Under PIK Election Increase in note principle under PIK election Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Duration Average exercise price of options (in dollars per share) The exercise price of each class of warrants or rights outstanding. Class of Warrant or Right, Exercise Price of Warrants or Rights Duration Average exercise price of warrants (in dollars per share) Issuances. Issuances [Axis] Information by type of issuance date of warrant. Warrants Issuance Date [Axis] Warrants Issuance Date [Axis] W. John Short (CEO and director), Zanesville Partners Fund, LLC, which is beneficially owned by James C. Lintzenich (director), and the Edward L. McMillan Revocable Trust, which is beneficially owned by Edward L. McMillan (director). Other Officers and Directors [Member] Other Officers and Directors [Member] Represents parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. HC and Halpern Entities [Member] HC and Halpern Entities [Member] Represents the issuance date of various types warrants. Warrants Issuance Date [Domain] Warrants Issuance Date [Domain] Represents the issuance date of various types warrants. Warrants Issuance Date One [Member] January 2012 [Member] Issuance Number. Issuance Number [Domain] Second Issuance at 0.15 per share. Second Issuance at 0.15 per share [Member] Second Issuance at 0.15 per share [Member] The weighted average fair value at grant date for equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Weighted average exercise price per warrant (in dollars per share) Net number of non-option equity instruments granted. Non Option Equity Instruments, Granted Warrants issued (in shares) Change in fair value of warrants issued. Warrants Granted in Period, Change in Fair Value Warrants granted in period, change in fair value Warrants granted in period, fair value Percentage paid for certain equity, convertible securities or debt transactions, divided by either the market price of the common stock or the conversion price of the securities. Consideration Paid , Rate Additional consideration paid on certain transactions (in hundredths) First Issuance at $0.10 per share. First Issuance 10 cents per share [Member] Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems and purchased software applications. Computer and Software [Member] The increase (decrease) during the reporting period in pre-petition liabilities. Increase Decrease In Prepetition Liabilities Pre-petition liabilities The amount of cash incentive bonus plan approved by the Board to be paid to employees upon meeting certain conditions. Cash incentive bonus plan, amount approved The amount accrued for the employee bonus payment as of the balance sheet date. Employee Bonus Plan Commitment, Amount Accrued Employee bonus accrued The approved executive bonus plan during the period. Approved executive bonus plan Closing of the transaction must occur no later than March 31, 2014, and is subject to certain conditions including, but not limited to, the results of our due diligence and a successful equity fund raising. Equity fund raising minimum requirement Equity fund raising, minimum Represents the reporting of amounts of a business combinations that was completed during the period. H and N [Member] Annual base salary to be paid to the founder per year through December 31, 2018. Business Acquisition, Cost of Acquired Entity, Annual Salary to Founder Annual base salary to founder Annual maximum bonus to be paid to the founder per year through December 31, 2018. Business Acquisition, Cost of Acquired Entity, Maximum Bonus to Founder per year Maximum annual eligible bonus to be paid to founder Refers to number of shares of stock issued during the period upon warrants exercised. Stock Issued During Period Shares Warrants Exercised Warrants exercised (in shares) Refers to value of shares of stock issued during the period upon warrants exercised. Stock Issued During Period Value Warrants Exercised Warrants exercised Tabular disclosure of other transactions and balances with related party . Schedule of other transactions and balances with related party [Table Text Block] Schedule of other transactions and balances with HC and Halpern Entities Tabular disclosure of transactional warrants under the terms of our financial advisor agreement. Schedule of transactional warrants under the terms of our financial advisor agreement [Table Text Block] Schedule of transactional warrants under the terms of our financial advisor agreement with HC Carrying value as of the balance sheet date of liabilities that were incurred by an entity prior to filing of a petition for protection under the Code, including those considered by the Bankruptcy Court to be prepetition claims, such as a rejection of a lease for real property. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Prepetition liabilities Pre-petition liabilities SETTLEMENT WITH HERBAL SCIENCE [Abstract] The entire disclosure for the stipulated settlement agreement with Herbal Science Singapore Pte. Ltd (HS) and certain affiliates related to the Chapter 11 Reorganization. Settlement with Herbal Science [Text Block] SETTLEMENT WITH HERBAL SCIENCE Revenue during the period derived from a specified product line, after deducting returns, allowances and discounts, when it serves as a benchmark in a concentration of risk calculation. Revenue from Sales of Industrial Oils [Member] Revenue from Sales of Industrial Oils [Member] Refers to the remaining term of a lease. Leases, Remaining Term Remaining term of lease Litigation resolved against the entity, either by settlement or court order. Litigation Resolved [Member] RECOVERIES FROM FORMER CUSTOMERS [Abstract] The entire disclosure for warrant liabilities. Warrant Liability [Text Block] RECOVERIES FROM FORMER CUSTOMERS Disclosure of accounting policy for property, plant and equipment which may include the basis of such assets, depreciation methods used and estimated useful lives, the entity's capitalization policy, including its accounting treatment for costs incurred for repairs and maintenance activities, whether such asset balances include capitalized interest and the method by which such is calculated, how disposals of such assets are accounted for and how impairment of such assets is assessed and recognized. Also, the disclosure includes accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets. Long Lived Assets, Goodwill and Intangible Assets, Policy [Policy Text Block] Long-Lived Assets, Intangible Assets and Goodwill Disclosure of accounting policy for derivative conversion liabilities. Derivative Conversion Liabilities [Policy Text Block] Derivative Conversion Liabilities Disclosure of accounting policy for warrant liability, which may include the accounting treatment for the difference, if there is any, between the carrying value and redemption amount. For example, it may describe whether the issuer accretes changes in the redemption value. Stockholders' Equity Note, Warrant Liability, Policy [Policy Text Block] Derivative Warrant Liabilities Long lived, depreciable assets that are currently idled. Idled Facility [Member] Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets, currently idled, used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Property, Plant and Equipment, Idled Facility Net book value of idled facility Net realizable value of machinery and equipment not currently in use as of the report date. Machinery and equipment not currently in use, net realizable value Property location. Lake Charles Facility [Member] Represents the issuance date of various types warrants. Warrants Issuance Date Two [Member] May 2012 [Member] Represents the issuance date of various types warrants. Warrants Issuance Date Four [Member] August 2012 [Member] The change in the fair value of the warrants. Change in Fair Value of the Warrants Represents notice period of warrant conversion. Notice period of warrant conversion Notice period of warrant conversion As of the balance sheet date, the number of shares into which fully vested and expected to vest stock options outstanding can be converted. Options, Vested and Expected to Vest, Outstanding, Number Options vested (in shares) Person serving on the board of directors (who collectively have responsibility for governing the entity). Director Mr Hoogenkamp [Member] Director - Mr. Hoogenkamp [Member] Represents the issuance date of various types warrants. Warrants Issuance Date Three [Member] July 2012 [Member] Represents minimum percentages of common stock considered as beneficial ownership interest. Minimum percentages of common stock considered as beneficial ownership interest Minimum percentages of common stock considered as beneficial ownership interest (in hundredths) Summary of other transactions and balances with related party [Abstract] Summary of other transactions and balances with HC and Halpern Entities [Abstract] Narrative description of vesting period. Vesting Period Vesting period Summary of transactional warrants listed below under terms of financial advisor agreement with Hc [Abstract] Summary of transactional warrants listed below under terms of financial advisor agreement with HC [Abstract] Date the warrant was issued, in CCYY-MM-DD format. Date of Warrants Date of Warrants Amount to be paid to related party pursuant to agreement during the financial reporting period. Amount agreed to pay for consulting services Amount agreed to pay for consulting services First Issuance at $30.00 per share. First Issuance 30 dollars per share [Member] Second Issuance at $20.00 per share. Second Issuance at 20 dollars per share [Member] Third Issuance at $14.00 per share. Third Issuance at 14 dollars per share [Member] A potential favorable result upon resolution of a litigation matter, whether through trial, arbitration, mediation, or settlement of a legal threat made to another party. Resolution of Certain Legal Matters [Member] Percent of payments to unsecured creditors as compared to total claims. Repayments to Unsecured Creditors, Percentage of Total Claims Repayments to unsecured creditors, percentage of total claims (in hundredths) Amount paid to settle bankruptcy claim. Bankruptcy Claims, Amount Paid to Settle Claims, Duration Bankruptcy claims, amount paid to settle claims The amount of the change in the period in the net operating loss and other deferred changes. Change in Net Operating Loss and Other Deferred Changes Change in net operating loss and other deferred changes Increase (decrease) resulting from [Abstract] Increase (decrease) resulting from: The portion of the difference, between total income tax expense or benefit as reported in the Income Statement for the year/accounting period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to adjustments to capitalized costs deferred. Income Tax Reconciliation, Adjustment to capitalized costs deferred Adjustment to capitalized costs deferred balances The portion of the difference between total income tax expense or benefit as reported in the Income Statement for the period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations attributable to nondeductible expenses under enacted tax laws, or differences in the methodologies used to determine expense amounts for financial statements prepared in accordance with generally accepted accounting principles, related to convertible debt issuance expenses. Income Tax Reconciliation, Nondeductible Expense, Convertible Debt Issuance Expenses Nondeductible convertible debt issuance expenses The amount of change impact of adjustments to capitalized expenses and stock option compensation. Impact of adjustments to capitalized expenses and stock option compensation The portion of the difference, between total income tax expense or benefit as reported in the Income Statement for the year/accounting period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to adjustments to U.S. net operating losses. Income Tax Reconciliation, Adjustment to US Net Operating Losses Adjustment to U.S. net operating losses The portion of the difference, between total income tax expense or benefit as reported in the Income Statement for the year/accounting period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to nontaxable fair value adjustment. Income Tax Reconciliation, Nontaxable Fair Value Adjustment Nontaxable fair value adjustment The portion of the difference, between total income tax expense or benefit as reported in the Income Statement for the year/accounting period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to adjustments to stock option deferred reduction for forfeited, expired or cancelled options. Income Tax Reconciliation, Stock option deferred reduction for forfeited, expired or cancelled options Reduction in deferred balances for forfeited, expired or cancelled options The portion of the difference, between total income tax expense or benefit as reported in the Income Statement for the year/accounting period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to adjustments to United States deferred balances. Income Tax Reconciliation, Adjustments to United States Deferred Balances Adjustments to U.S. deferred balances The portion of the difference, between total income tax expense or benefit as reported in the Income Statement for the year/accounting period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to adjustments to expiration of US net operating losses. Income Tax Reconciliation, Expiration of U.S. net operating losses Expiration of U.S. net operating losses The portion of the difference, between total income tax expense or benefit as reported in the Income Statement for the year/accounting period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to adjustments to Brazil deferred balances. Income Tax Reconciliation, Adjustments to Brazil Deferred Balances Adjustments to Brazil deferred balances Components of Deferred Tax Assets and Liabilities, Domestic [Abstract] United States [Abstract] Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences related to convertible debt. Deferred Tax Assets, Convertible Debt Convertible debt Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from gain on sale of membership interests. Deferred Tax Assets, Tax Deferred Expense, Gain on sale of Membership Interest Gain on sale of membership interests in Nutra SA Amount before allocation of valuation allowances of deferred tax asset attributable to capitalized expenses. Deferred Tax Assets, Capitalized Expenses Capitalized expenses Components of Deferred Tax Assets and Liabilities, Foreign [Abstract] Brazil [Abstract] Amount before allocation of valuation allowances of deferred tax asset attributable to foreign deductible temporary differences not separately disclosed. Deferred Tax Assets, Other, Foreign Other Amount of deferred tax liability attributable to taxable temporary differences net of deferred tax asset attributable to foreign deductible temporary differences and carryforwards after valuation allowances. Deferred Tax Liabilities, Net, Foreign Net deferred tax liabilities The amount of impact for adjustments of net operating loss carryforwards to the returns filed. Impact for adjustment of net operating loss carryforwards to the returns filed W. John Short (CEO and director), Zanesville Partners Fund, LLC, and director Baruch Haplern. CEO and Director - W. John Short and Director - Baruch Halpern [Member] Tabular disclosure of the allocations of proceeds from a debt issuance. Schedule of Allocation of Proceeds [Table Text Block] Allocation of convertible debt proceeds Tabular disclosure of information pertaining to short-term and long-debt convertible notes and debenture instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation. Schedule of Convertible Notes and Debentures [Table Text Block] Convertibles notes and related warrants issued Combination of debt resulting from senior convertible debentures and subordinated convertible notes, the debt excludes factoring agreement borrowings. Total Debt Other [Member] Total [Member] Debenture. Debenture [Member] The second borrowing arrangement which provides the entity constructing a facility (such as a building and a landfill) with funds to effect construction, generally on a draw down, or as needed, basis. Capital Expansion Loan Agreement Two [Member] The first borrowing arrangement which provides the entity constructing a facility (such as a building and a landfill) with funds to effect construction, generally on a draw down, or as needed, basis. Capital Expansion Loan Agreement One [Member] Information by name of the borrower. Borrower Name [Axis] Identification of the borrower. Borrower Name [Domain] The name of the borrower. Financial Advisor [Member] Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock. Convertible Note One [Member] Represents the issuance date of various types of debt and warrants for tranche A. Issuance Date Five, Event A [Member] Third Quarter 2011, Event A [Member] Represents the issuance date of various types of debt and warrants. Issuance Date Seven [Member] July 2012 [Member] Represents the issuance date of various types of debt and warrants. Issuance Date Nine [Member] July and August 2012 [Member] Represents the issuance date of various types of debt and warrants. Issuance Date Eight [Member] August 2012 [Member] Represents the various types of debt and warrants based on their issuance time and replacement. New Debentures and Warrants [Member] New [Member] Represents the issuance date of various types of debt and warrants. Issuance Date Six [Member] Fourth Quarter 2011 [Member] Represents the issuance date of various types of debt and warrants. Issuance Date Five [Member] January and May 2012 [Member] Represents the various types of debt and warrants based on their issuance time and replacement. Debentures and Warrants Replacement [Member] Replacement [Member] The percentage of fee on factored receivables, based on a percentage of weighted average borrowings. Factoring Fee as a Percentage of Borrowing Factoring fee as a percentage of borrowing (in hundredths) Gain (loss) related to the special tax programs in Brazil. Gain (Loss) on Special Tax Programs Gain (Loss) on special tax programs The number of days used to calculate the weighted average price of the common stock. Debenture conversion price Number of Days used to Calculate Weighted Average Price Number of days used to calculate the weighted average stock price The lower range limit of the borrowing capacity of line of credit facility expressed as a percentage of collateral. Line of Credit Facility, Borrowing Capacity, Percentage of Collateral, Lower Range Limit Borrowing capacity, percentage of collateral, lower range limit (in hundredths) The increase (decrease) during the reporting period in net operating losses. Increase (Decrease) in Net Operating Losses Reduction in net operating losses Descriptions of terms and changes for replacement of a previous issue of debentures. Debenture replacement description Gain/loss recognized from refinancing of convertible notes. Gain loss recognized The cash inflow from borrowing that is allocated for convertible debt and warrants. Proceeds allocated for convertible debt and warrants (Increases) decreases in [Abstract] (Increases) decreases in [Abstract] The number of trading days considered in delivery of shares. Number of trading days Amount of the required periodic payments applied to principal. Debt Instrument, Periodic Payment, Principal Percentage due Each Month Principal percentage due each month (in hundredths) The upper range limit of the borrowing capacity of line of credit facility expressed as a percentage of collateral. Line of Credit Facility, Borrowing Capacity, Percentage of Collateral, Upper Range Limit Borrowing capacity, percentage of collateral, upper range limit (in hundredths) Maximum borrowing capacity under the credit facility allowed for working capital purposes. Line of Credit Facility, Maximum Borrowing Capacity, Available For Working Capital Available for working capital Percentage of the 20 day volume weighted average common stock price. Debenture conversion price - factor Debenture conversion price - factor (in hundredths) Number of investors who purchased subordinated convertible notes and warrants. Number of investors The maximum number shares that can be delivered, in percentage. Maximum shares limit percentage Maximum shares limit percentage (in hundredths) Number of days outstanding before factoring fee percentage increases. Number of days outstanding before factoring fee percentage increases Amount of minimum factoring charge per month under a domestic factoring agreement with a bank. Monthly Factoring Charge, Minimum Monthly minimum charge Represents the issuance date of various types of debt and warrants. Issuance Date Four [Member] Second Quarter 2011 [Member] Represents the issuance date of various types of debt and warrants. Issuance Date Three [Member] First Quarter 2011 [Member] Value of the cash investments that have been exchanged. Cash investment exchanged Agreement with bank to borrow at certain interest rate. Third Credit Agreement [Member] Represents Corporate and USA Segment. Corporate and USA Segment [Member] Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock. Convertible Note Two [Member] Represents the issuance date of various types of debt and warrants. Issuance Date Two [Member] May 2012 [Member] Represents the issuance date of various types of debt and warrants for B. Issuance Date Five, Event B [Member] Third Quarter 2011, Event B [Member] Debt that places a lender in a lien position above debt having a lower r priority of repayment in liquidation of the entity's assets which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Warrants also. Senior Convertible Debenture and Warrant [Member] Senior Convertible Debenture and Warrant [Member] Represents the amendment and modifications made in July 2012 in terms and conditions of debt. Amendment in July 2012 [Member] The fixed amount subtracted from the volume weighted average price of common stock immediately prior to the redemption date. Debenture conversion price Fixed Amount to subtract from weighted average price Fixed amount to subtract from weighted average price Convertibles notes and related warrants issued [Abstract] Convertibles notes and related warrants issued [Abstract] Tabular disclosure of warrant exercise prices, by grouped ranges, including the upper and lower limits of the price range, the number of warrants, weighted average exercise price and remaining contractual warrant terms. Schedule of Share based Compensation, Warrants, by Exercise Price Range [Table Text Block] Summary of information related to outstanding and exercisable warrants Tabular disclosure of the 2010 Equity Incentive plan roll forward. Schedule of Equity Incentive Plan, Stock Grants [Table Text Block] Options granted under 2010 Equity Incentive Plan Weighted average remaining contractual term of exercisable warrants, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range, Exercisable Warrants, Weighted Average Remaining Contractual Term Remaining contractual life - exercisable Option exercise price 1.41 to 1.60. Range Six [Member] $242.00 [Member] Option exercise price 1.00 to 1.20. Range Four [Member] $60.00 [Member] The weighted average price as of the balance sheet date at which grantees could acquire the underlying shares with respect to all exercisable warrants which are in the customized range of exercise prices. Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range, Exercisable Warrants, Weighted Average Exercise Price Weighted average exercise price - exercisable (in dollars per share) Option exercise price 0.21 to 0.40. Range Two [Member] $28.00 [Member] Option exercise price 3.01 to 3.20. Range Seven [Member] $300.00 [Member] Option exercise price 1.21 to 1.40. Range Five [Member] $74.00 [Member] Option exercise price 0.81 to 1.00. Range Three [Member] $40.00 [Member] Option exercise price 3.81 to 4.00. Range Eight [Member] $16.00 to $300.00 [Member] Employees of the entity. Employees [Member] Consultants hired by the entity. Consultants [Member] The number of shares reserved for issuance pertaining to the exercisable stock warrants as of the balance sheet date for all warrant plans in the customized range of exercise prices. Share-based Compensation, Shares Authorized under Stock Warrant Plans, Exercise Price Range, Number of Exercisable Warrants Shares under warrants - exercisable (in shares) The change in recognized compensation due to modification during the period. Change in unrecognized compensation due to modification The equity-based compensation arrangement plan adopted by the board of directors in 2005. Equity Incentive Plan 2005 [Member] 2005 Plan [Member] Split existing liability warrants into before triggering event and after triggering event. Bifurcation of Anti-dilution Events [Axis] The equity-based compensation arrangement plans other than the plans adopted by the board of directors in 2005 and 2010. Other Plans [Member] Split existing liability warrants into before triggering event and after triggering event. Bifurcation of Anti-dilution Events [Domain] Before triggering event. Before Event [Member] After triggering event. After Event [Member] Former highest ranking executive officer, who has ultimate managerial responsibility for the entity and who reports to the board of directors. In addition, the chief executive officer (CEO) may also be the chairman of the board or president. Former Chief Executive Officer [Member] Former Chief Executive Officer [Member] Employees and Directors. Employees and Directors [Member] Employees and Directors [Member] Retiring Director. Retiring Director [Member] The grant-date Fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology. Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair value Grant date fair value of options equaled cash fees The exercise price of stock options before modifications. Share-based Compensation Arrangement by Share-based Payment Award, PRE Modified Outstanding Options, Exercise Price Pre-modification exercise price (in dollars per share) As part of the settlement with the company, certain bonuses were returned to the company. Bonus Returned to Company Bonus returned Number of months of which a portion of salary was paid in stock options. Number of months of which a portion of salary was paid in stock options Amount transferred into fair value of the liability warrant as of the date of exercise into equity. Amount transferred into fair value of the liability warrant Percentage of compensation paid in stock options instead of in cash. Percentage of compensation paid in stock options instead of in cash Percentage of compensation paid in stock options instead of in cash (in hundredths) The estimated forfeiture rate. Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Forfeiture Rate Forfeiture rate (in hundredths) The number of non-vested equity-based payment instruments, excluding stock (or unit) options relates to impact of amendment. Sharebased Compensation Arrangement By Sharebased Payment Award Equity Instruments Other Than Options Impact Of Amendment Impact of amendment (in shares) As part of the settlement with the company, certain receivables were reduced from executive officers with the offset being a reduction of equity. Reduction of Receivable and Equity Reduction of receivable and equity The number of shares reserved for issuance under stock option agreements related to Impact of amendment. Sharebased Compensation Arrangement By Sharebased Payment Award Equity Instruments Options Impact of Amendment Impact of amendment (in shares) Weighted average grant date fair value per share of the impact of amendment clauses in equity and liability contracts. Sharebased Compensation Arrangement By Sharebased Payment Award Equity Instruments Other Than Options Impact of Amendment Weighted Average Grant Date Fair Value Per Share Impact of amendment (in dollars per share) As part of the settlement with the company, certain bankruptcy claims from certain executives were withdrawn. Amount of Bankruptcy Claim Withdrawn Bankruptcy claim withdrawn Number of new stock issued from warrants during the period. Stock Issued During Period, Shares, New Issues, Warrants Shares issued (in shares) As part of the settlement with the company, certain obligations were paid by the executive during the period. Obligation Paid Obligation paid Status of Shares Reserved for Issuance [Abstract] The percentage of annual increase in the number of additional shares authorized for issuance under an established share-based compensation plan. Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase in Number of Reserved Shares, Percentage Annual increase in number of reserved shares (in hundredths) Number of annual increases in additional shares authorized for issuance under an established share-based compensation plan. Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized Annual Increases Additionally reserved - annual increases (in shares) Number of shares of stock issued since inception to date, net of forfeited, expired or cancelled, under a share-based compensation plan. Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued Inception to Date, Net Stock granted since inception (in shares) Number of share instruments issued inception to date, net of forfeited, expired or cancelled, under a share-based compensation plan. Share-based Compensation Arrangement by Share-based Payment Award, Options Issued Inception to Date, Net Options granted since inception, net of forfeited, expired or cancelled (in shares) The exercise price of modified shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance sheet date, including vested options. Share-based Compensation Arrangement by Share-based Payment Award, Modified Outstanding Options, Exercise Price Revised exercise price (in dollars per share) Difference in unrecognized compensation as a result of the modification, maximum. Difference in unrecognized compensation as a result of the modification, maximum The number of modified shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance sheet date, including vested options. Share-based Compensation Arrangement by Share-based Payment Award, Modified Outstanding Options Modified stock options (in shares) Number of executive officers receiving stock options in lieu of a portion of their compensation. Number of executive officers receiving stock options in lieu of a portion of their compensation Number of executive officers receiving stock options in lieu of a portion of their compensation The change of fair value of options before and after modification. Change in fair value of options Represents the original average exercise price per share for modification. Share-based Compensation Arrangement by Share-based Payment Award, Original average exercise price Original average exercise price (in dollars per share) The number of shares outstanding as of balance sheet date with lowered price. Share-based Compensation Arrangement by Share-based Payment Award, Number of shares outstanding with lowered exercise price Number of shares outstanding with lowered exercise price (in shares) Current and former directors, employees and consultants. Current and Former Directors, Employees, and Consultants [Member] Exercise price of the options. Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercise Price Options, exercise price (in dollars per share) A component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements. Brazil by Geographic [Member] Brazil [Member] The fair value of warrants issued in noncash financing activities. Warrants Issued Fair value of warrants issued Fair Value of common stock and warrant issued in excess of obligation to buyer. Fair Value of common stock and warrant issued in excess of obligation to buyer Fair value of common stock and warrant issued in excess of obligation to buyer Gain (Loss) on Increased Ownership interests and Net Liabilities assumed. Gain (Loss) on Increased Ownership interests and Net Liabilities assumed Gain (loss) on increased ownership interests and net liabilities assumed The amount of interest expense paid during the period on a debt or other obligation to a related party. Payment of Interest on Related Party Liabilities Payment of interest on liabilities Number of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price. Warrants Issued During the Period Warrants issued as a part of the settlement (in shares) Name of equity investee. Rice Science, LLC (RS) [Member] Name of equity investee. Rice Rx, LLC (RRX) [Member] A major external customer. Customer 3 [Member] Third customer [Member] A major external customer. Customer 2 [Member] Second customer [Member] A major external customer. Customer 1 [Member] One Customer [Member] Impairment and Sales of Intangible Assets (Excluding Goodwill) [Abstract] Impairment and Sales [Abstract] Axis for entities owned 100%. Company Owned [Axis] Domain for companies owned 100%. Company Owned Name [Domain] A subsidiary Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), located in Pelotas, Brazil, which manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. Irgovel [Member] Agreed aggregate purchase price of the units. Purchase price of the units Number of days with in which equipment has to be installed after the request. Number of days available to install equipment Value of additional contributions consisting of right to use certain property equipment and forgiveness of fees owed. Capital contributions Number of additional units available for purchase. Available units for purchase Available units for purchase (in shares) Value of the additional units available for purchase under right. Value of additional units Unsecured notes payable for Brazilian federal and social security taxes under a special Brazilian government tax program. Proceeds from sale retained by noncontrolling interest for administrative expenses Proceeds from sale retained by Nutra SA for administrative expenses The portion of sale proceeds allocated to capital improvements, capital expansions and/or working capital needs. Proceeds from sale retained by noncontrolling interest for capital projects Proceeds from sale for capital projects Expected yield percentage of the units held, if the mile stone conditions are not satisfied. Yield rate if the conditions are not satisfied The portion of sale proceeds used by the parent for general corporate purposes, other unsecured creditor claims and administrative expenses associated with the Chapter 11 Reorganization. Proceeds from sale retained by parent for other purposes The portion of sale proceeds used by the parent to repay amounts owed to the company's Class 6 general unsecured creditors. Proceeds from sale retained by parent to repay debt Expected distributions rate or ratio in terms of capital contribution made, as per the agreement terms. Contributions To Be Made Contributions to be made Carrying amount of nonrecourse long-term debt, net of unamortized discount or premium, excluding amounts to be repaid within one year or the normal operating cycle, if longer (current maturities). Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Long-term Debt, Excluding Current Maturities, Nonrecourse Nonrecourse portion of long-term debt, less current portion variable interest entity nonrecourse The portion of sale proceeds allocated to capital improvements, capital expansions and/or working capital needs. Proceeds from sale invested for capital improvements and working capital needs Expected yield percentage of the units held, if the mile stone conditions are satisfied. Yield rate if the conditions are satisfied Carrying amount of nonrecourse long-term debt, net of unamortized discount or premium, scheduled to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. 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EMPLOYEE BONUS PLAN (Details) (10-K) (USD $)
Sep. 30, 2013
Dec. 31, 2012
Dec. 31, 2011
EMPLOYEE BONUS PLAN [Abstract]      
Cash incentive bonus plan, amount approved $ 600,000 $ 500,000  
Employee bonus accrued $ 0 $ 0 $ 0
XML 30 R76.htm IDEA: XBRL DOCUMENT v2.4.0.8
CONCENTRATION OF CREDIT RISK (Details) (10-K) (Customer Concentration Risk [Member])
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
One Customer [Member] | Revenue [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 10.00% 20.00%
One Customer [Member] | Accounts Receivable [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 9.00% 16.00%
Second customer [Member] | Revenue [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 11.00% 6.00%
Second customer [Member] | Accounts Receivable [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 30.00% 14.00%
Third customer [Member] | Revenue [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 7.00% 6.00%
Third customer [Member] | Accounts Receivable [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 9.00% 5.00%
XML 31 R78.htm IDEA: XBRL DOCUMENT v2.4.0.8
INTANGIBLE ASSETS (Details) (10-K) (USD $)
 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2011
Patents [Member]
Dec. 31, 2012
Patents [Member]
Corporate Segment [Member]
Dec. 31, 2011
Patents [Member]
Corporate Segment [Member]
Dec. 31, 2012
Trademarks [Member]
Corporate Segment [Member]
Dec. 31, 2011
Trademarks [Member]
Corporate Segment [Member]
Dec. 31, 2012
Trademarks [Member]
Brazil Segment [Member]
Dec. 31, 2011
Trademarks [Member]
Brazil Segment [Member]
Dec. 31, 2012
Customer Lists [Member]
Corporate Segment [Member]
Dec. 31, 2011
Customer Lists [Member]
Corporate Segment [Member]
Dec. 31, 2012
Customer Lists [Member]
Brazil Segment [Member]
Dec. 31, 2011
Customer Lists [Member]
Brazil Segment [Member]
Finite-Lived Intangible Assets [Line Items]                          
Cost $ 9,090,000 $ 9,616,000   $ 1,697,000 $ 1,768,000 $ 48,000 $ 48,000 $ 3,418,000 $ 3,751,000 $ 2,677,000 $ 2,677,000 $ 1,250,000 $ 1,372,000
Accumulated amortization (6,515,000) (5,688,000)   (1,029,000) (957,000) (38,000) (35,000) (2,362,000) (2,056,000) (2,222,000) (1,888,000) (864,000) (752,000)
Net book value 2,575,000 3,928,000   668,000 811,000 10,000 13,000 1,056,000 1,695,000 455,000 789,000 386,000 620,000
Estimated useful life       17 years   7 years   7 years   7 years   7 years  
Future estimated amortization expense [Abstract]                          
2013 1,100,000                        
2014 1,000,000                        
2015 300,000                        
2016 100,000                        
2017 100,000                        
Thereafter 100,000                        
Impairment and Sales [Abstract]                          
Write-offs     $ 700,000                    
XML 32 R107.htm IDEA: XBRL DOCUMENT v2.4.0.8
H&N ACQUISITION (Details) (10-Q) (H and N [Member], USD $)
In Millions, except Share data, unless otherwise specified
 1 Months Ended
Sep. 30, 2013
Business Acquisition [Line Items]  
Cash to be paid $ 2.0
Annual base salary to founder 0.2
Maximum annual eligible bonus to be paid to founder 0.3
Equity fund raising, minimum $ 7.5
Minimum [Member]
  
Business Acquisition [Line Items]  
Common stock issuable (in shares) 187,500
Maximum [Member]
  
Business Acquisition [Line Items]  
Common stock issuable (in shares) 237,500
XML 33 R92.htm IDEA: XBRL DOCUMENT v2.4.0.8
BUSINESS (Details) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Segment
Location
Dec. 31, 2012
Segment
BUSINESS [Abstract]    
Number of reportable business segments 3 3
Number of locations in California 2  
Number of locations in Louisiana 2  
Number of locations in Lake Charles, Louisiana 1  
Revenue from Human Food Products [Member] | USA Segment Revenue [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 55.00% 50.00%
Revenue from Animal Nutrition Products [Member] | USA Segment Revenue [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 45.00% 50.00%
RBO Products [Member] | Brazil Segment Revenue [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 40.00% 46.00%
DRB Products [Member] | Brazil Segment Revenue [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 60.00% 54.00%
XML 34 R99.htm IDEA: XBRL DOCUMENT v2.4.0.8
PRE-PETITION LIABILITIES (Details) (10-Q) (USD $)
In Millions, unless otherwise specified
 1 Months Ended
Jan. 31, 2012
PRE-PETITION LIABILITIES [Abstract]  
Distribution to general unsecured creditors $ 1.6
XML 35 R17.htm IDEA: XBRL DOCUMENT v2.4.0.8
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract]    
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA
NOTE 5. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA

We hold a variable interest which relates to our equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).

September 30,
December 31,
2013
2012
Cash and cash equivalents
$
478
$
562
Other current assets (restricted $2,154 and $2,505)
4,370
5,675
Property, net (restricted $5,231 and $5,757)
18,319
19,690
Goodwill and intangibles, net
5,185
6,215
Other noncurrent assets
24
54
Total assets
$
28,376
$
32,196
Current liabilities
$
6,007
$
5,141
Current portion of long-term debt (nonrecourse)
7,679
7,013
Long-term debt, less current portion (nonrecourse)
7,126
7,454
Other noncurrent liabilities
93
1,871
Total liabilities
$
20,905
$
21,479

Nutra SA’s debt is secured by its accounts receivable and property. Our parent company and our non-Brazilian subsidiaries do not guarantee any of Nutra SA’s debt.

A summary of changes in redeemable noncontrolling interest for the three and nine months ended September 30, 2013 and 2012, follows (in thousands).

Three Months
Nine Months Ended
2013
2012
2013
2012
Redeemable noncontrolling interest in Nutra SA, beginning of period
$
7,836
$
8,340
$
9,262
$
9,918
Investors' interest in net loss of Nutra SA
(605
)
(212
)
(1,633
)
(1,184
)
Investors' interest in other comprehensive loss of Nutra SA
(43
)
137
(441
)
(469
)
Investors' purchase of additional units of Nutra SA
300
-
300
-
Redeemable noncontrolling interest in Nutra SA, end of period
$
7,488
$
8,265
$
7,488
$
8,265

In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors). The Investors’ interest was 49.0% in all periods presented, until September 2013, when it increased to 49.7% as a result of the Investors’ contribution of an additional $0.3 million to Nutra SA. In October 2013, we transferred an additional $0.3 million in cash to Nutra SA and in November 2013, the Investors contributed $0.9 million for additional units of Nutra SA, and the Investor’s interest decreased to 49.1%. The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest.

Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have the right to force a sale of Nutra SA assets in the future (see Drag Along Rights described below). We have assessed the likelihood of the Investors exercising these rights as less than probable at September 30, 2013. We will continue to evaluate the probability of the Investors exercising their Drag Along Rights each reporting period. We will begin to accrete the redeemable noncontrolling interest up to fair value if and when it is probable the Investors will exercise these rights.

We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA.

Under the limited liability company agreement for Nutra SA (LLC agreement), as amended, any units held by the Investors beginning January 1, 2014, accrue a yield at 4% (the Yield). Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors. Until March 31, 2014, or if at any time Nutra SA is past due on its obligations to pay the Investors the Yield, all amounts due to us for management fees or for shared employees as provided under the LLC Agreement shall be tolled and remain unpaid until all past due amounts, if any, owed to the Investors have been paid in full.

Following the payment of the Yield, Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to the Investors in an amount equal to a multiplier (Preference Multiple) times the Investors’ capital contributions, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests. The Preference Multiple is currently 2.3.

Under an October 2013 amendment of investment agreements, in November 2013, the Investors contributed an additional $0.9 million for units in Nutra SA and have the right to invest additional funds before December 31, 2013. We also agreed to pay to Nutra SA ninety percent of any funds received (when and if received) from our restricted cash (see the Commitment and Contingencies note), with no resulting change in our Nutra SA voting rights. The Preference Multiple may change as of December 31, 2013, to an amount dependent on fundings made by us (including from restricted cash) and the Investors in November and December 2013. If the we fail to purchase at least $3.0 million of units between November 1 and December 31, 2013, an event of default will be automatically declared January 1, 2014, and the Preference Multiple will increase to 2.5 . If at any time after November 1, 2013, our contributions for additional Nutra SA units between November 1 and December 31, 2013, plus funds contributed to Nutra SA from restricted cash, exceed the total of the Investor’s fourth quarter 2013 contributions by more than $4.0 million, the Preference Multiple will be reduced to 2.0.

In the second and third quarters of 2013, we transferred $0.7 million and $0.1 million in cash to Nutra SA. In exchange, title was returned to us for certain equipment contributed to Nutra SA in December 2012 with an historical cost of $0.2 million.

Under the LLC agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA.

As of September 30, 2013, there have been no events of default. Events of default, as defined in the MIPA and the October 2013 amendment of investment agreements, are:
·A Nutra SA business plan deviation, defined as the occurrence, for 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,
·A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters,
·A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds,
·Failure of Irgovel to meet minimum quarterly processing targets beginning in the second quarter of 2014, or
·Failure of Irgovel to achieve EBITDA of at least $4.0 million in any year after 2014.

As of September 30, 2013, there have been no qualifying events. The LLC agreement defines a qualifying event as any event prior to September 16, 2014, which results, or will result, in (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half or more of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.

The Investors have certain rights, summarized below, under an investor rights agreement and the LLC agreement, as further defined in the agreements.
·Conversion Rights – The Investors may exchange units in Nutra SA for equity interests in our subsidiaries. After any exchange, the Investors would possess the same rights and obligations with respect to the securities of our subsidiaries, as they have in Nutra SA.
·Global Holding Company (GHC) Roll-Up – If we form an entity, GHC, to hold our Brazil segment assets, the Investors may exchange units in Nutra SA for equity interests in GHC. The investors may exercise this right after the second anniversary of the formation of GHC or, if an event of default has occurred, after the GHC formation date. The appraised fair value of the Investors’ interest in Nutra SA would be used to determine the amount of ownership interest the Investors would receive in GHC.
·RiceBran Technologies Roll-Up – The Investors may exchange units in Nutra SA for our common stock.. This right is available upon the earlier of January 2014 or upon an event of default. We may elect to postpone our obligation to complete the roll-up to January 2015 if the roll-up would result in over 25% of our common stock being owned by the Investors. The appraised fair value of the Investors’ interest in Nutra SA and the market price of our stock would be used to determine the amount of ownership interest the Investors would receive.
·Drag Along Rights – The Investors have the right to force the sale of all Nutra SA assets after the earlier of January 1, 2015 or upon the failure to process a certain level of rice bran in the second and third quarters of 2014. The right terminates upon the occurrence of certain events (a $50 million Nutra SA initial public offering or a change of control, as defined). We may elect to exercise a right of first refusal to purchase the Investors’ interest instead of proceeding to a sale.

In evaluating whether we are the primary beneficiary of Nutra SA, we considered the matters which could be put to a vote of the members. Until there is an event of default or a qualifying event, the Investors’ rights and abilities, individually or in the aggregate, do not allow them to substantively participate in the operations of Nutra SA. The Investors do not currently have the ability to dissolve Nutra SA or otherwise force the sale of all its assets. They do have such rights in the future (Drag Along Rights as described above). We will continue to evaluate our ability to control Nutra SA each reporting period.

Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the LLC agreement.
NOTE 5. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA

We hold a variable interest which relates to our equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).

 
 
December 31,
 
 
 
2012
  
2011
 
Cash and cash equivalents
 
$
562
  
$
3,290
 
Other current assets (restricted $2,505 at December 31, 2012)
  
5,675
   
6,641
 
Property, net (restricted $5,757 at December 31, 2012)
  
19,690
   
15,833
 
Goodwill and intangibles, net
  
6,215
   
7,556
 
Other noncurrent assets
  
54
   
21
 
Total assets
 
$
32,196
  
$
33,341
 
 
        
Current liabilities
 
$
5,141
  
$
3,851
 
Current portion of long-term debt (nonrecourse $7,013 at December 31, 2012)
  
7,013
   
5,469
 
Long-term debt, less current portion (nonrecourse $7,454 at December 31, 2012)
  
7,454
   
6,361
 
Other noncurrent liabilities
  
1,871
   
3,766
 
Total liabilities
 
$
21,479
  
$
19,447
 

Nutra SA’s debt is secured by its accounts receivable and property. Our parent company and our non-Brazilian subsidiaries do not guarantee any of Nutra SA’s debt.

A summary of changes in redeemable noncontrolling interest in Nutra SA follows (in thousands):

 
 
Investors' Ownership Interest After Transaction
  
2012
  
2011
 
Redeemable noncontrolling interest in Nutra SA, beginning of period
 
  
$
9,918
  
$
-
 
Investors' purchase of initial units - first quarter 2011
  
35.6
%
  
-
   
7,725
 
Investors' purchase of additional units - second quarter 2011
  
45.2
%
  
-
   
3,000
 
Investors' purchase of additional units - third quarter 2011
  
49.0
%
  
-
   
900
 
Investors' purchase of additional units - fourth quarter 2012
  
49.0
%
  
1,500
   
-
 
Investors' interest in net loss of Nutra SA
      
(1,627
)
  
(776
)
Investors' interest in accumulated other comprehensive income of Nutra SA
      
(529
)
  
(931
)
Redeemable noncontrolling interest in Nutra SA, end of period
     
$
9,262
  
$
9,918
 

In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors). The transaction closed in January 2011. The Investors agreed to purchase units in Nutra SA for an aggregate purchase price of $7.7 million. Prior to the transaction, Nutra SA was our wholly owned subsidiary. Nutra SA owns 100% of Irgovel. Initially after the closing, effective in January 2011, we owned a 64.4% interest in Nutra SA, and the Investors owned a 35.6% interest in Nutra SA. The Parent Company received $4.0 million of the January 2011 proceeds. The remaining $3.7 million, less $0.5 million retained by Nutra SA for administrative expenses, was invested in Irgovel for capital improvements and working capital needs.

We agreed to use $2.2 million of the funds received from the January 2011 transaction closing to repay amounts owed to the Class 6 general unsecured creditors in accordance with the Amended Plan. The remaining $1.8 million was used for general corporate purposes, other unsecured creditor claims and administrative expenses associated with the Chapter 11 Reorganization.

We received in 2011 an additional $3.9 million from the Investors - $1.9 million for the purchase of outstanding units in Nutra SA from us, which was used by the Corporate and USA segments for working capital, and $2.0 million for the purchase of new units in Nutra SA, which were used by the Brazil segment to fund a capital expansion. These purchases increased the Investors’ interest in Nutra SA to a 49.0% interest as of December 31, 2011.

In December 2012, we received an additional $1.5 million from the Investors for the purchase of new units in Nutra SA, which were used by the Brazil segment to fund a capital expansion. We made additional capital contributions valued at $1.5 million under the agreement, consisting of the right to use certain proprietary equipment and forgiveness of fees Nutra SA owed us. We must deliver and install the equipment at our expense, within 90 days after requested by either the Investors or Irgovel. The Investors’ interest remained 49.0% interest as of December 31, 2012.

The Investors have the right to subsequently purchase from Nutra SA up to an additional 750,000 units for another $1,500,000. If immediately prior to such purchase Nutra SA and Irgovel have sufficient cash to complete certain projects, then the units will have no voting rights.

We determined that we continued to control Nutra SA after each of the membership interest sale transactions and should continue to consolidate Nutra SA. We treated each transaction similar to an equity transaction, with no gain or loss recognized in consolidated net loss or comprehensive loss. The $0.3 million historical cost of the equipment we contributed in December 2012, is reflected in Nutra SA’s balance sheet, in the Brazil segment, as of December 31, 2012. The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest.

Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have the right to force a sale of Nutra SA assets in the future (see Drag Along Rights described below). We have assessed the likelihood of the Investors exercising these rights as less than probable at December 31, 2012, in part because it is more likely the Investors will exercise other rights prior to January 2014. We will continue to evaluate the probability of the Investors exercising their Drag Along rights each reporting period. We will begin to accrete the redeemable noncontrolling interest up to fair value if and when it is probable the Investors will exercise these rights.

We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA.

In connection with the December 2012 capital contributions, we amended the limited liability company agreement for Nutra SA (LLC agreement). Pursuant to this amendment, among other things, any units held by the Investors after January 1, 2014, accrue a yield at 4% if a certain milestone condition is satisfied, and at 8% if the milestone condition is not satisfied (the Yield). The milestone condition relates to Nutra SA having performed all of the following: obtaining additional back financing, completion of the capital expansion project within certain spending limitations, and operation of the plant post expansion at targeted processing levels. Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors. Until March 31, 2014, or if at any time Nutra SA is past due on its obligations to pay the Investors the Yield, all amounts due to us for management fees or for shared employees as provided under the LLC Agreement shall be tolled and remain unpaid until all past due amounts, if any, owed to the Investors have been paid in full.

Following the payment of the Yield, Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to the Investors in an amount equal to 2.3 times the Investors’ capital contribution, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests.

Under the LLC agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA.

As of December 31, 2012, there have been no events of default. Events of default, as defined in the MIPA, are:
·A Nutra SA business plan deviation, defined as the occurrence, in either 2012, 2013 or 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,
·A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, or
·A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds.

As of December 31, 2012, there have been no qualifying events. The LLC agreement, defines a qualifying event as any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.

The Investors have certain rights, summarized below, under an investor rights agreement and the LLC agreement, as further defined in the agreements.
·Conversion Rights – The Investors may exchange units in Nutra SA for equity interests in Irgovel. After any exchange, the Investors would possess the same rights and obligations with respect to the securities of Irgovel, as they have in Nutra SA.
·Global Holding Company (GHC) Roll-Up – If we form an entity, GHC, to hold our Brazil segment assets, the Investors may exchange units in Nutra SA for equity interests in GHC. The investors may exercise this right after the second anniversary of the formation of GHC or, if an event of default has occurred, after the later of January 2013 and the GHC formation date. The appraised fair value of the Investors’ interest in Nutra SA would be used to determine the amount of ownership interest the Investors would receive in GHC.
·RiceBran Technologies Roll-Up – The Investors may exchange units in Nutra SA for our common stock.. This right is available upon the earlier of January 2014 or, if an event of default has occurred, January 2013. We may elect to postpone our obligation to complete the roll-up to January 2015 if the roll-up would result in over 25% of our common stock being owned by the Investors. The appraised fair value of the Investors’ interest in Nutra SA and the market price of our stock would be used to determine the amount of ownership interest the Investors would receive.
·Drag Along Rights – The Investors have the right to force the sale of all Nutra SA assets after the earlier of (i) January 2014, (ii) January 2013 if an event of default occurs, or (iii) the date of a qualifying event. The right terminates upon the occurrence of certain events (a $50 million Nutra SA initial public offering or a change of control, as defined). We may elect to exercise a right of first refusal to purchase the Investors’ interest instead of proceeding to a sale.

In evaluating whether we are the primary beneficiary of Nutra SA, we considered the matters which could be put to a vote of the members. Until there is an event of default or a qualifying event, the Investors’ rights and abilities, individually or in the aggregate, do not allow them to substantively participate in the operations of Nutra SA. The Investors do not currently have the ability to dissolve Nutra SA or otherwise force the sale of all its assets. They do have such rights in the future (Drag Along Rights as described above). We will continue to evaluate our ability to control Nutra SA each reporting period.

Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the LLC agreement.
XML 36 R53.htm IDEA: XBRL DOCUMENT v2.4.0.8
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Tables) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract]    
Summary of the carrying amounts included in consolidated balance sheets
A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).

September 30,
December 31,
2013
2012
Cash and cash equivalents
$
478
$
562
Other current assets (restricted $2,154 and $2,505)
4,370
5,675
Property, net (restricted $5,231 and $5,757)
18,319
19,690
Goodwill and intangibles, net
5,185
6,215
Other noncurrent assets
24
54
Total assets
$
28,376
$
32,196
Current liabilities
$
6,007
$
5,141
Current portion of long-term debt (nonrecourse)
7,679
7,013
Long-term debt, less current portion (nonrecourse)
7,126
7,454
Other noncurrent liabilities
93
1,871
Total liabilities
$
20,905
$
21,479
A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).

 
 
December 31,
 
 
 
2012
  
2011
 
Cash and cash equivalents
 
$
562
  
$
3,290
 
Other current assets (restricted $2,505 at December 31, 2012)
  
5,675
   
6,641
 
Property, net (restricted $5,757 at December 31, 2012)
  
19,690
   
15,833
 
Goodwill and intangibles, net
  
6,215
   
7,556
 
Other noncurrent assets
  
54
   
21
 
Total assets
 
$
32,196
  
$
33,341
 
 
        
Current liabilities
 
$
5,141
  
$
3,851
 
Current portion of long-term debt (nonrecourse $7,013 at December 31, 2012)
  
7,013
   
5,469
 
Long-term debt, less current portion (nonrecourse $7,454 at December 31, 2012)
  
7,454
   
6,361
 
Other noncurrent liabilities
  
1,871
   
3,766
 
Total liabilities
 
$
21,479
  
$
19,447
 
Summary of changes in redeemable noncontrolling interest
A summary of changes in redeemable noncontrolling interest for the three and nine months ended September 30, 2013 and 2012, follows (in thousands).

Three Months
Nine Months Ended
2013
2012
2013
2012
Redeemable noncontrolling interest in Nutra SA, beginning of period
$
7,836
$
8,340
$
9,262
$
9,918
Investors' interest in net loss of Nutra SA
(605
)
(212
)
(1,633
)
(1,184
)
Investors' interest in other comprehensive loss of Nutra SA
(43
)
137
(441
)
(469
)
Investors' purchase of additional units of Nutra SA
300
-
300
-
Redeemable noncontrolling interest in Nutra SA, end of period
$
7,488
$
8,265
$
7,488
$
8,265
A summary of changes in redeemable noncontrolling interest in Nutra SA follows (in thousands):

 
 
Investors' Ownership Interest After Transaction
  
2012
  
2011
 
Redeemable noncontrolling interest in Nutra SA, beginning of period
 
  
$
9,918
  
$
-
 
Investors' purchase of initial units - first quarter 2011
  
35.6
%
  
-
   
7,725
 
Investors' purchase of additional units - second quarter 2011
  
45.2
%
  
-
   
3,000
 
Investors' purchase of additional units - third quarter 2011
  
49.0
%
  
-
   
900
 
Investors' purchase of additional units - fourth quarter 2012
  
49.0
%
  
1,500
   
-
 
Investors' interest in net loss of Nutra SA
      
(1,627
)
  
(776
)
Investors' interest in accumulated other comprehensive income of Nutra SA
      
(529
)
  
(931
)
Redeemable noncontrolling interest in Nutra SA, end of period
     
$
9,262
  
$
9,918
 
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Consolidated Statements of Operations (10-K) (USD $)
In Thousands, except Share data, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Consolidated Statements of Operations [Abstract]    
Revenues $ 37,723 $ 36,957
Cost of goods sold 31,651 29,386
Gross profit 6,072 7,571
Operating expenses:    
Selling, general and administrative 12,243 14,441
Professional fees 1,447 2,922
Impairment of property 1,069 [1] 906
Impairment of intangible assets 0 686
Recoveries from former customers 0 (1,800)
Total operating expenses 14,759 17,155
Loss from operations (8,687) (9,584)
Other income (expense):    
Interest income 74 126
Interest expense (1,926) (1,763)
Change in fair value of derivative warrant and conversion liabilities 5,420 332
Loss on extinguishment (4,941) 0
Financing expense (2,184) 0
Foreign currency exchange, net (617) (99)
Other income 27 232
Other expense (237) (464)
Total other income (expense) (4,384) (1,636)
Loss before income taxes (13,071) (11,220)
Income tax benefit 1,935 345
Net loss (11,136) (10,875)
Net loss attributable to noncontrolling interest in Nutra SA 1,627 776
Net loss attributable to RiceBran Technologies shareholders $ (9,509) $ (10,099)
Loss per share attributable to RiceBran Technologies shareholders    
Basic (in dollars per share) $ (9.29) $ (10.18)
Diluted (in dollars per share) $ (9.29) $ (10.18)
Weighted average number of shares outstanding    
Basic (in shares) 1,023,412 991,852
Diluted (in shares) 1,023,412 991,852
[1] Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.

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Condensed Consolidated Statements of Operations (Unaudited) (10-Q) (USD $)
In Thousands, except Share data, unless otherwise specified
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Consolidated Statements of Operations [Abstract]            
Revenues $ 8,725 $ 9,349 $ 26,822 $ 28,806 $ 37,723 $ 36,957
Cost of goods sold 7,955 7,473 23,808 23,426 31,651 29,386
Gross profit 770 1,876 3,014 5,380 6,072 7,571
Operating expenses:            
Selling, general and administrative 2,949 2,864 8,210 9,567 12,243 14,441
Professional fees 485 366 1,215 1,353 1,447 2,922
Impairment of property 0 0 300 [1] 1,069 1,069 [1] 906
Total operating expenses 3,434 3,230 9,725 11,989 14,759 17,155
Loss from operations (2,664) (1,354) (6,711) (6,609) (8,687) (9,584)
Other income (expense):            
Interest income 48 3 74 66 74 126
Interest expense (1,084) (498) (2,879) (1,303) (1,926) (1,763)
Foreign currency exchange, net (58) 209 (346) (573) (617) (99)
Change in fair value of derivative warrant and conversion liabilities 576 3,502 (1,918) 4,008 5,420 332
Loss on extinguishment 0 (1,955) (526) (4,941) (4,941) 0
Financing expense 0 (640) (564) (2,184) (2,184) 0
Other income 22 18 27 25 27 232
Other expense (152) (59) (358) (176) (237) (464)
Total other income (expense) (648) 580 (6,490) (5,078) (4,384) (1,636)
Loss before income taxes (3,312) (774) (13,201) (11,687) (13,071) (11,220)
Income tax benefit 636 194 1,717 1,105 1,935 345
Net loss (2,676) (580) (11,484) (10,582) (11,136) (10,875)
Net loss attributable to noncontrolling interest in Nutra SA 605 212 1,633 1,184 1,627 776
Net loss attributable to RiceBran Technologies shareholders $ (2,071) $ (368) $ (9,851) $ (9,398) $ (9,509) $ (10,099)
Loss per share attributable to RiceBran Technologies shareholders            
Basic (in dollars per share) $ (1.83) $ (0.36) $ (9.10) $ (9.21) $ (9.29) $ (10.18)
Diluted (in dollars per share) $ (1.83) $ (0.36) $ (9.10) $ (9.21) $ (9.29) $ (10.18)
Weighted average number of shares outstanding            
Basic (in shares) 1,129,290 1,024,345 1,082,452 1,020,242 1,023,412 991,852
Diluted (in shares) 1,129,290 1,024,345 1,082,452 1,020,242 1,023,412 991,852
[1] Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
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SETTLEMENT WITH HERBAL SCIENCE (10-K)
 12 Months Ended
Dec. 31, 2012
SETTLEMENT WITH HERBAL SCIENCE [Abstract]  
SETTLEMENT WITH HERBAL SCIENCE
NOTE 12. SETTLEMENT WITH HERBAL SCIENCE

In March 2010, Herbal Science Singapore Pte. Ltd. (HS) filed a proof of claim against the Parent Company in the amount of $1.5 million in the Chapter 11 Reorganization. In November 2010, we entered into a stipulated settlement agreement with HS and certain affiliates, which was subsequently approved by the Bankruptcy Court. The stipulation, as amended, provided that we would pay HS $0.9 million.

During 2011, we paid $0.4 million of our obligation to HS. In the second quarter of 2011, HS sold their receivable due from us to a third party (Buyer). In settlement of our remaining $0.5 million obligation to Buyer we issued to Buyer 12,884 shares of common stock and a warrant to purchase 3,029 shares, at $46.00 per share, expiring in November 2016, in a noncash transaction. The fair value of the common stock and warrant issued to Buyer exceeded our obligation to the Buyer by $0.2 million. This excess was recorded as a transaction cost in other expense in the second quarter of 2011. The stock had a fair value, based on the closing price of our stock, of $0.6 million. The warrant had a fair value of $0.1 million, determined using Black-Scholes valuation methodology.

As a result of the settlement of our obligation to HS in 2011, we became the sole member of Rice Rx, LLC (RRX) and Rice Science, LLC (RS), each Delaware limited liability companies formed with HS in December 2007. Our ownership interest in RRX, increased from 50% to 100% and our ownership interest in RS increased from 80% to 100%. In addition, we were assigned all interests in the patentable pharmaceuticals, SRB isolates and related intellectual property derived from the preliminary research and development activities of RRX and RS.

The $0.9 million settlement was comprised of $0.6 million for the satisfaction of liabilities RRX and RS had payable to HS, $0.1 million for interest expense on those liabilities, $0.1 million for reimbursement of HS attorney fees, and $0.1 million for the additional ownership interests in RRX and RS. We used cash to satisfy our obligation to pay the $0.1 million for the ownership interests and $0.3 million of the liabilities to RRX and RS and settled the remainder of the liabilities, interest and attorneys fees, with issuance of the shares of common stock and the warrant to the Buyer.

We had a controlling interest in RS prior to the transaction, therefore no gain or loss was recorded with the purchase of the additional RS ownership interests. We recorded the indicated loss, representing the cash paid for the RS ownership interests and the noncontrolling interest derecognized with the transaction, of $0.3 million in equity in 2011. RS had no loss from operations in 2012 or 2011.

We increased our interest in RRX from a noncontrolling interest to a controlling interest. Consequently, in the second quarter of 2011, we recorded a loss on the transaction, equal to the cash paid for the RRX ownership interests and the net RRX liabilities assumed, of $0.1 million. The $0.1 million loss on acquisition of the additional interest in RRX is included in other income (expense). RXX had no loss from operations in 2012 or 2011.
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DEBT (Tables) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
DEBT [Abstract]    
Current and long-term debt
The following table summarizes current and long-term portions of debt (in thousands).

September 30,
December 31,
2013
2012
Corporate segment:
Senior convertible revolving note, net
$
1,608
$
-
Senior convertible debentures, net
96
1,048
Subordinated convertible notes, net
5,230
4,041
Other
38
28
6,972
5,117
Brazil segment:
Capital expansion loans
5,021
5,555
Equipment financing
210
201
Working capital lines of credit
3,767
2,227
Advances on export letters of credit
3,189
3,953
Special tax programs
2,618
2,531
14,805
14,467
Total debt
21,777
19,584
Current portion
9,422
8,003
Long-term portion
$
12,355
$
11,581
The following table summarizes current and long-term portions of debt (in thousands):

 
 
As of December 31,
 
 
 
2012
  
2011
 
Corporate and USA segments:
 
  
 
Senior convertible debentures, net
 
$
1,048
  
$
-
 
Subordinated convertible notes, net
  
4,041
   
2,126
 
Factoring agreement
  
28
   
262
 
Other
  
-
   
507
 
 
  
5,117
   
2,895
 
Brazil segment:
        
Working capital lines of credit
  
2,227
   
1,778
 
Capital expansion loans
  
5,555
   
3,789
 
Equipment financing
  
201
   
214
 
Advances on export letters of credit
  
3,953
   
2,838
 
Special tax programs
  
2,531
   
3,211
 
 
  
14,467
   
11,830
 
Total debt
  
19,584
   
14,725
 
Current portion
  
8,003
   
6,792
 
Long-term portion
 
$
11,581
  
$
7,933
 
Components of convertible debt
As of September 30, 2013, our convertible debt consists of the following components (in thousands):

Senior
Subordinated
Convertible
Senior
Convertible Notes
Revolving
Convertible
Halpern
Other
Note
Debentures
Entities
Investors
Total
Principal outstanding
$
1,558
$
97
$
2,600
$
3,419
$
7,674
Discount
(41
)
(3
)
(470
)
(3,419
)
(3,933
)
Derivative conversion liabilities
91
2
1,267
1,833
3,193
Debt
$
1,608
$
96
$
3,397
$
1,833
$
6,934
Debt - current portion
$
1,608
$
96
$
-
$
-
$
1,704
Debt - long-term portion
-
-
3,397
1,833
5,230
As of December 31, 2012, our convertible debt consists of the following components (in thousands):

 
 
  
Notes
  
 
 
 
Debentures
  
Halpern Entities
  
Other Investors
  
Total
 
Principal outstanding
 
$
(1,299
)
 
$
(2,600
)
 
$
(2,775
)
 
$
(6,674
)
Discount
  
422
   
587
   
2,775
   
3,784
 
Derivative conversion liabilities
  
(171
)
  
(980
)
  
(1,048
)
  
(2,199
)
Debt
 
$
(1,048
)
 
$
(2,993
)
 
$
(1,048
)
  
(5,089
)
 
                
Debt - current portion
 
$
(962
)
 
$
-
  
$
-
  
$
(962
)
Debt - long-term portion
  
(86
)
  
(2,993
)
  
(1,048
)
  
(4,127
)
Convertible notes and debenture information
In the second quarter of 2013, we issued subordinated convertible notes and related warrants, which are described in the chart below.

Issuance
Principal Amount of Notes (in thousands)
Creditor's Debt Conversion Right
Stated Annual Interest Rate on Debt
Maturity Date of Debt
Number of Shares Under Warrant
Exercise Price of Warrant
Expiration Date of Warrant
Subordinated Convertible Notes and Warrants
$
538
Convertible immediately at $14.00 per share
10
%
July 2015 or
July 2016
38,400
Exercisable immediately at $16.00 per share
July 2017 or May 2018
Convertible debt instruments outstanding as of December 31, 2012, are listed below.

Issuance
Issuance Date of Debt
 
Principal Amount of Debt (in thousands)
 
Creditor's Debt Conversion Right
 
Stated Annual Interest Rate on Debt
 
Maturity Date of Debt
Senior Convertible Debentures
 
July 2012
 
$
1,299
 
Convertible January 2013 at $14.00 per share
 
NA
 
January 2014
Subordinated Convertible Note
August 2012
  
150
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Notes
July 2012
  
850
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Note
May 2012
  
50
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Notes
January 2012
  
4,325
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Increase in shares of common stock and warrants
As a consequence of the PIK Elections, in the second quarter of 2013, we issued 3,026 shares of common stock with a fair value of $0.2 million. In lieu of paying certain interest, we (i) increased the shares of common stock underlying the holders’ convertible notes and (ii) issued the holders warrants (PIK warrants) at an exercise price of $16.00 per share, and a May 2018 expiration, as described in the table below:

Issuance
Second
Quarter of 2013
Third
Quarter of 2013
Increase in Shares of Common Stock Underlying PIK Warrant
4,346
3,263
Increase in Shares of Common Stock Underlying Notes
4,346
3,263
Increase in Note Principle Under PIK Election
$
60,842
$
45,688
  
XML 43 R56.htm IDEA: XBRL DOCUMENT v2.4.0.8
INTANGIBLE ASSETS (Tables) (10-K)
 12 Months Ended
Dec. 31, 2012
INTANGIBLE ASSETS [Abstract]  
Intangible assets
Intangible assets consist of the following (in thousands):

 
 
USA Segment
  
Brazil Segment
  
Total
 
 
 
  
  
Customer
  
  
Customer
  
Intangible
 
 
 
Patents
  
Trademarks
  
Lists
  
Trademarks
  
Lists
  
Assets
 
December 31, 2012
 
  
  
  
  
  
 
Cost
 
$
1,697
  
$
48
  
$
2,677
  
$
3,418
  
$
1,250
  
$
9,090
 
Accumulated amortization
  
(1,029
)
  
(38
)
  
(2,222
)
  
(2,362
)
  
(864
)
  
(6,515
)
Net book value
 
$
668
  
$
10
  
$
455
  
$
1,056
  
$
386
  
$
2,575
 
 
                        
December 31, 2011
                        
Cost
 
$
1,768
  
$
48
  
$
2,677
  
$
3,751
  
$
1,372
  
$
9,616
 
Accumulated amortization
  
(957
)
  
(35
)
  
(1,888
)
  
(2,056
)
  
(752
)
  
(5,688
)
Net book value
 
$
811
  
$
13
  
$
789
  
$
1,695
  
$
620
  
$
3,928
 
 
                        
Estimated useful lives
 
17 years
  
7 years
  
7 years
  
7 years
  
7 years
     
XML 44 R18.htm IDEA: XBRL DOCUMENT v2.4.0.8
INVENTORIES (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
INVENTORIES [Abstract]    
INVENTORIES
NOTE 6. INVENTORIES

Inventories are composed of the following (in thousands):

September 30,
December 31,
2013
2012
Finished goods
$
1,096
$
1,146
Work in process
61
330
Raw materials
170
255
Packaging supplies
233
263
Total inventories
$
1,560
$
1,994
NOTE 6. INVENTORIES

Inventories are composed of the following (in thousands):

 
 
As of December 31,
 
 
 
2012
  
2011
 
Finished goods
 
$
1,146
  
$
906
 
Work in process
  
330
   
804
 
Raw materials
  
255
   
353
 
Packaging supplies
  
263
   
234
 
Total inventories
 
$
1,994
  
$
2,297
 
XML 45 R87.htm IDEA: XBRL DOCUMENT v2.4.0.8
RELATED PARTY TRANSACTIONS (Details) (10-K) (USD $)
 9 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Jun. 30, 2011
Dec. 31, 2012
Convertible Subordinated Debt [Member]
Dec. 31, 2012
Convertible Subordinated Debt [Member]
First Issuance 30 dollars per share [Member]
January 2012 [Member]
Dec. 31, 2012
Convertible Subordinated Debt [Member]
Second Issuance at 20 dollars per share [Member]
January 2012 [Member]
Dec. 31, 2012
Convertible Subordinated Debt [Member]
Second Issuance at 20 dollars per share [Member]
May 2012 [Member]
Dec. 31, 2012
Convertible Subordinated Debt [Member]
Third Issuance at 14 dollars per share [Member]
July 2012 [Member]
Dec. 31, 2012
Convertible Subordinated Debt [Member]
Third Issuance at 14 dollars per share [Member]
August 2012 [Member]
Jan. 31, 2012
Director - Baruch Halpern [Member]
Sep. 30, 2013
Director - Baruch Halpern [Member]
Sep. 30, 2012
Director - Baruch Halpern [Member]
Sep. 30, 2013
Director - Baruch Halpern [Member]
Sep. 30, 2012
Director - Baruch Halpern [Member]
Jan. 31, 2012
Director - Baruch Halpern [Member]
Convertible Subordinated Debt [Member]
Dec. 31, 2011
Director - Baruch Halpern [Member]
Convertible Subordinated Debt [Member]
Apr. 30, 2012
Director - Mr. Hoogenkamp [Member]
Jan. 31, 2012
Director - Mr. Hoogenkamp [Member]
Dec. 31, 2012
Director - Mr. Hoogenkamp [Member]
Dec. 31, 2011
Director - Mr. Hoogenkamp [Member]
Jan. 31, 2012
Other Officers and Directors [Member]
Sep. 30, 2013
Other Officers and Directors [Member]
Mar. 31, 2013
Other Officers and Directors [Member]
Sep. 30, 2013
Other Officers and Directors [Member]
Sep. 30, 2012
Other Officers and Directors [Member]
Mar. 31, 2012
HC and Halpern Entities [Member]
Dec. 31, 2012
HC and Halpern Entities [Member]
Dec. 31, 2011
HC and Halpern Entities [Member]
Sep. 30, 2013
Minimum [Member]
Director - Baruch Halpern [Member]
Dec. 31, 2012
Minimum [Member]
Director - Baruch Halpern [Member]
Sep. 30, 2013
Maximum [Member]
Director - Baruch Halpern [Member]
Dec. 31, 2012
Maximum [Member]
Director - Baruch Halpern [Member]
Dec. 31, 2012
Maximum [Member]
Director - Mr. Hoogenkamp [Member]
Dec. 31, 2012
Maximum [Member]
HC and Halpern Entities [Member]
Dec. 31, 2011
Maximum [Member]
HC and Halpern Entities [Member]
Related Party Transaction [Line Items]                                                                          
Obligated to pay success fees (in hundredths)                                                             2.50% 2.50% 5.00% 5.00%      
Additional consideration paid on certain transactions (in hundredths)                                                             2.50% 2.50% 5.00% 5.00%      
Summary of transactional warrants listed below under terms of financial advisor agreement with HC [Abstract]                                                                          
Date of Warrants             Jan. 31, 2012 [1] Jan. 31, 2012 [1] May 31, 2012 [1] Jul. 31, 2012 Aug. 31, 2012                                                    
Number of Shares Under Warrants (in shares)       22,766     1,250 [1] 5,563 [1] 63 [1] 711 268                                                    
Exercise Price of Warrant             Exercisable immediately at $30.00 per share [1],[2] Exercisable immediately at $20.00 per share [1],[2] Exercisable immediately at $20.00 per share [1],[2] Exercisable immediately at $14.00 per share [2] Exercisable immediately at $14.00 per share [2]                                                    
Exercise price per warrant (in dollars per share)             $ 30.00 [1] $ 20.00 [1] $ 20.00 [1] $ 14.00 $ 14.00                                                    
Accounts payable or accrued expenses                                                                       $ 100,000 $ 100,000
Expiration Date of Warrant             Jan. 31, 2017 [1] Jan. 31, 2017 [1] May 31, 2017 [1] Jul. 31, 2017 Aug. 31, 2017                                                    
Notice period of warrant conversion     61 days                                                                    
Minimum percentages of common stock considered as beneficial ownership interest (in hundredths)     4.99%                                                                    
Exercise price of warrants (in dollars per share)         $ 46.00 $ 14.00                                                              
Summary of other transactions and balances with HC and Halpern Entities [Abstract]                                                                          
Success fees earned by HC under financial advisor agreement payable in cash                                                         164,000 26,000              
Proceeds received from Mr. Halpern and Halpern Entities upon issuance of convertible debt and related warrants                                                         213,000 1,739,000              
Interest earned by Halpern entities on convertible debt                                                         302,000 225,000              
Payments to HC relevant to HC's class 6 general unsecured creditor claim                                                       400,000 256,000 754,000              
Warrants issued (in shares)                       25,833                       204                          
Maturity date                                 Jan. 31, 2015 Jul. 31, 2015                                      
Weighted average exercise price per warrant (in dollars per share)                       $ 20.00         $ 24.00 $ 16.00                                      
Warrants granted in period, fair value                       100,000                                                  
Amount agreed to pay for consulting services                                         100,000                           100,000    
Number of Securities Called by Warrants                                 178.572 125,000                                      
Common stock issued for vendor services, (in shares)                                     5,000     750                              
Consulting service fees                                         100,000 100,000                              
Change in Fair Value of the Warrants                                           100,000                              
Granted (in shares)                                           2.200                              
Options vested (in shares)                                     5,000                                    
Vesting period                                       Vest in twelve equal monthly installments                                  
Proceeds from issuance of subordinated long-term debt                                             100,000                            
Interest paid $ 1,785,000 $ 1,162,000 $ 1,651,000 $ 1,551,000                 $ 100,000 $ 100,000 $ 100,000 $ 200,000             $ 100,000   $ 1,000 $ 1,000 $ 2,000                    
[1] As a result of the July 31, 2012, issuances of convertible debt and related warrants, the exercise prices on these transactional warrants were reduced under the full ratchet antidilution provisions included in the transactional warrants, to $14.00 per share and the number of underlying shares increased to equal the number of original underlying shares times the initial exercise price divided by $14.00 per share.
[2] All of the transactional warrants contain full ratchet antidilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise.
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RELATED PARTY TRANSACTIONS (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
RELATED PARTY TRANSACTIONS [Abstract]    
RELATED PARTY TRANSACTIONS
NOTE 16. RELATED PARTY TRANSACTIONS

Transactions with Director Baruch Halpern

In January 2012, Baruch Halpern became a member of our board of directors. Mr. Halpern is the principal in Halpern Capital, Inc. (HC). Under a February 2011 financial advisor agreement, we were obligated to pay HC success fees ranging from 2.5% to 5.0% of the consideration received from certain equity, convertible securities or debt transactions. We were also required to issue warrants to purchase shares of common stock that equaled from 2.5% to 5.0% of the consideration received in those transactions, divided by either the market price of the common stock or the conversion price of the securities issued in the transaction. This agreement terminated April 1, 2012, however we remained obligated to pay HC success fees and issue HC warrants on any transaction with an investor introduced by HC though March 31, 2013.

During the three months ended March 31, 2012, in connection with the January 2012 issuances of the subordinated convertible notes and senior convertible note, and related warrants, HC received $0.1 million in cash fees under the financial advisor agreement. Mr. Halpern also received warrants exercisable for 3,563 shares of our common stock at $20.00 per share and warrants exercisable for 750 shares of our common stock at $30.00 per share, which were owed to HC under the financial advisor agreement. During the three months ended March 31, 2013, HC received no success fees or transaction warrants.

In January 2012, we agreed to extend the expiration dates on certain liability warrants, held by Mr. Halpern and his family, for the purchase of 25,833 shares of common stock at an exercise price of $20.00 per share from July 2014 to January 2017. The resulting $0.1 million change in the fair value of the warrants increased other income (expense).

Mr. Halpern held as of September 30, 2013 and December 31, 2012, $2.6 million of subordinated convertible notes. During the three and nine months ended September 30, 2013, we accrued $0.1 million and $0.2 million of interest on the convertible notes beneficially owned by Mr. Halpern and paid $0.1 million and $0.1 million of interest. During the three and nine months ended September 30, 2012, we accrued $0.1 million and $0.2 million of interest on the convertible notes beneficially owned by Mr. Halpern and paid $0.1 million and $0.2 million of interest. During the three and nine months ended September 30, 2012, we received $0.1 million of cash in connection with issuances of convertible debt and related warrants to entities beneficially owned by Mr. Halpern. We made no convertible note principal payments in any period presented.

In April 2013, we issued a promissory note in the principal amount of $0.1 million to Mr. Halpern. The note bore interest at 10% and was repaid in full in May 2013.

During the three months ended March 31, 2012, we paid HC $0.4 million relevant to HC’s class 6 general unsecured creditor claim as part of our payment obligations under the Amended Plan of Reorganization. The claim represented payment for services rendered prior to the November 2009 bankruptcy petition filing.

Other Transactions with Directors and Officer

W. John Short, CEO and director, invested $50 thousand in the January 2012 subordinated convertible notes and related warrants and $25 thousand in the April 2013 subordinated convertible notes and related warrants. During the three and nine months ended September 30, 2013, we paid less than $1 thousand of interest on the convertible notes and during the nine months ended September 30, 2012, we paid $2 thousand of interest. In June 2013, Mr. Short made a PIK Election for interest accruing under the notes from February 2013 through June 2014. In connection with the election, we issued to Mr. Short 82 shares of common stock and a PIK warrant, currently with 204 underlying shares of common stock, and we increased the shares underlying Mr. Short’s convertible notes by 204 shares as payment for interest accruing under the convertible notes from February 2013 through September 2013.
NOTE 17. RELATED PARTY TRANSACTIONS

Transactions with Director Baruch Halpern

In January 2012, Baruch Halpern became a member of our board of directors. Mr. Halpern is the principal in Halpern Capital, Inc. (HC). Under a February 2011 financial advisor agreement we are obligated to pay HC success fees ranging from 2.5% to 5.0% of the consideration received from certain equity, convertible securities or debt transactions. We must also issue warrants to purchase shares of common stock that equal from 2.5% to 5.0% of the consideration received in those transactions, divided by either the market price of the common stock or the conversion price of the securities issued in the transaction. This agreement terminated April 1, 2012, however, we remain obligated to pay HC success fees and issue HC warrants on any transaction with an investor introduced by HC occurring though March 31, 2013.

In connection with the issuance of convertible debt in 2012 we issued the transactional warrants listed below under the terms of our financial advisor agreement with HC.

Date of Warrants
 
Number of Shares Under Warrants
 
Exercise Price of Warrant
Expiration Date of Warrant
 
 
 
  (1)
 
January 2012
  
1,250
 
Exercisable immediately at $30.00 per share (2)
January 2017
January 2012
  
5,563
 
Exercisable immediately at $20.00 per share (2)
January 2017
May 2012
  
63
 
Exercisable immediately at $20.00 per share (2)
May 2017
July 2012
  
711
 
Exercisable immediately at $14.00 per share
July 2017
August 2012
  
268
 
Exercisable immediately at $14.00 per share
August 2017

(1)All of the transactional warrants contain full ratchet antidilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise.

(2)As a result of the July 31, 2012, issuances of convertible debt and related warrants, the exercise prices on these transactional warrants were reduced under the full ratchet antidilution provisions included in the transactional warrants, to $14.00 per share and the number of underlying shares increased to equal the number of original underlying shares times the initial exercise price divided by $14.00 per share.

Other transactions with Mr. Halpern, HC and Halpern Entities are summarized below (in thousands):

 
 
2012
  
2011
 
Success fees earned by HC under financial advisor agreement payable in cash
 
$
164
  
$
26
 
Proceeds received from Mr. Halpern and Halpern Entities upon issuance of convertible debt and related warrants
  
213
   
1,739
 
Interest earned by Halpern Entities on convertible debt
  
302
   
225
 
Payments to HC relevant to HC's class 6 general unsecured creditor claim
  
256
   
754
 

As of December 31, 2012 and 2011, there was less than $0.1 million in accounts payable or accrued expenses due to Mr. Halpern, HC or the Halpern Entities.

In January 2012, we agreed to extend the expiration dates on certain liability warrants held by Mr. Halpern and others, for the purchase of 25,833 shares of common stock at an exercise price of $20.00 per share from July 2014 to January 2017. The resulting $0.1 million change in the fair value of the warrants was expensed in other income (expense).

As a result of the amendment discussed in Note 10, the terms of Mr. Halpern’s January 2012 subordinated convertible note were modified such that the maturity date was extended from January to July 2015, the exercise price on the related warrant was reduced from $24.00 per share to $16.00 per share and the number of underlying shares on those warrants was increased from 125,000 to 178,572. Had the warrant not been amended, the exercise price would have reduced to $14.00 per share under the antidilution provisions in the warrant.

Transactions with Other Directors

In April 2012, Henk Hoogenkamp became a member of our board of directors. In 2011, Mr. Hoogenkamp performed consulting services for us under an independent contractor agreement. Under the agreement, as amended, we agreed to pay Mr. Hoogenkamp a total of $0.1 million as compensation for services in 2011. In addition, we issued to Mr. Hoogenkamp 750 shares of our common stock which fully vested on December 31, 2011. In June 2011, we entered into an amendment to the independent contractor agreement, which reduced the scope of the consulting services and reduced his compensation during the last six months of 2011. Mr. Hoogenkamp agreed to be paid less than $0.1 million for his consulting services in 2011 and we agreed to extend the exercise period for certain stock options issued to Mr. Hoogenkamp for the purchase of up to 2,200 shares of our common stock to June 30, 2015. The change in fair value of the warrants was less than $0.1 million. Effective January 1, 2012, under a new one-year independent contractor consulting agreement, we issued Mr. Hoogenkamp 5,000 shares of our common stock, which were to vest in twelve equal monthly installments during 2012. In April 2012, in connection with Mr. Hoogenkamp’s appointment to the Board of Directors, we terminated the independent contractor agreement and agreed to immediately vest all of the 5,000 shares of common stock previously granted. During 2012 and 2011, we paid and expensed less than $0.1 million for cash fees owed under the independent contractor agreements. We expensed $0.1 million in both 2012 and 2011 for common stock issued under the independent contractor agreements.

W. John Short (CEO and director), Zanesville Partners Fund, LLC, which is beneficially owned by James C. Lintzenich (former director), and the Edward L. McMillan Revocable Trust, which is beneficially owned by Edward L. McMillan (former director), collectively invested $0.1 million in the January 2012 subordinated convertible notes and related warrants issuance. During 2012, we paid and expensed less than $0.1 million for interest on these three subordinated convertible notes.
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EQUITY AND SHARE-BASED COMPENSATION (Details) (10-K) (USD $)
 1 Months Ended 3 Months Ended 0 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 9 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended
Oct. 31, 2013
Jun. 30, 2011
Sep. 30, 2013
Dec. 31, 2012
Dec. 31, 2011
Oct. 28, 2013
Subsequent Event [Member]
Dec. 31, 2012
Retiring Director [Member]
Sep. 30, 2011
Each Non-employee Director [Member]
Dec. 31, 2012
Each Non-employee Director [Member]
Dec. 31, 2011
Executive Officers [Member]
Dec. 31, 2011
Executive Officers [Member]
Employee
Jun. 30, 2011
Former Chief Financial Officer [Member]
Mar. 31, 2011
Former Chief Financial Officer [Member]
Mar. 31, 2011
Former Chief Executive Officer [Member]
Dec. 31, 2011
Former Chief Executive Officer [Member]
Dec. 31, 2010
Former Chief Executive Officer [Member]
Mar. 31, 2011
Options [Member]
Sep. 30, 2013
Options [Member]
Dec. 31, 2012
Options [Member]
Dec. 31, 2011
Options [Member]
Dec. 31, 2010
Options [Member]
Dec. 31, 2012
Options [Member]
Executive Officers [Member]
Employee
Jun. 30, 2011
Options [Member]
Former Chief Financial Officer [Member]
Jun. 30, 2011
Options [Member]
Former Chief Executive Officer [Member]
Dec. 31, 2012
Options [Member]
Employees and Directors [Member]
Dec. 31, 2011
Options [Member]
Employees and Directors [Member]
Dec. 31, 2012
Options [Member]
Consultants [Member]
Dec. 31, 2011
Options [Member]
Consultants [Member]
Dec. 31, 2012
Options [Member]
Current and Former Directors, Employees, and Consultants [Member]
Dec. 31, 2012
Options [Member]
Minimum [Member]
Executive Officers [Member]
Dec. 31, 2012
Options [Member]
Maximum [Member]
Executive Officers [Member]
Apr. 30, 2013
Warrants [Member]
Sep. 30, 2013
Warrants [Member]
Dec. 31, 2012
Warrants [Member]
Dec. 31, 2011
Warrants [Member]
Dec. 31, 2010
Warrants [Member]
Dec. 31, 2012
Warrants [Member]
Equity Warrant [Member]
Dec. 31, 2011
Warrants [Member]
Equity Warrant [Member]
Dec. 31, 2010
Warrants [Member]
Equity Warrant [Member]
Dec. 31, 2012
Warrants [Member]
Liability Warrant [Member]
Dec. 31, 2011
Warrants [Member]
Liability Warrant [Member]
Dec. 31, 2010
Warrants [Member]
Liability Warrant [Member]
Sep. 30, 2013
2010 Plan [Member]
Each Non-employee Director [Member]
Dec. 31, 2012
2010 Plan [Member]
Options [Member]
Apr. 30, 2013
2010 Plan [Member]
Options [Member]
Each Non-employee Director [Member]
Jan. 31, 2013
2010 Plan [Member]
Options [Member]
Each Non-employee Director [Member]
Apr. 30, 2013
2010 Plan [Member]
Options [Member]
Maximum [Member]
Each Non-employee Director [Member]
Jan. 31, 2013
2010 Plan [Member]
Options [Member]
Maximum [Member]
Each Non-employee Director [Member]
Dec. 31, 2012
2005 Plan [Member]
Options [Member]
Dec. 31, 2012
Other Plans [Member]
Options [Member]
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Line Items]                                                                                                    
Reverse stock split ratio 200 to 1         1 for 200                                                                                        
Shares of common stock issued (in shares)               6,036                                                                                    
Shares Under Options, Outstanding [Roll Forward]                                                                                                    
Outstanding at beginning of period (in shares)                                 227,426 169,254 192,944 227,426         180,494 218,808 12,450 8,618 17,077                                          
Granted (in shares)                     10,584             37,500 [1] 29,060 26,022         28,060 22,022 1,000 4,000                                     3,750 1,250    
Impact of anti-dilution clauses (in shares)                                   0 0 0                                                            
Impact of amendment (in shares)                                     0                                                              
Exercised (in shares)                                   0 0 0         0 0 0 0                                            
Forfeited, expired or cancelled (in shares)                                 (30,000) (27,551) (52,750) (60,504)     (8,315)   (50,250) (60,336) (2,500) (168)                                            
Outstanding at end of period (in shares)                                   179,203 169,254 192,944 227,426       158,304 180,494 10,950 12,450 17,077                                          
Exercisable at end of period (in shares)                                   144,887 143,522 138,438         134,155 129,571 9,367 8,867                                            
Options, Weighted Average Exercise Price [Roll Forward]                                                                                                    
Outstanding at beginning of period (in dollars per share)                                 $ 60.00 $ 32.00 $ 54.00 $ 60.00         $ 48.00 $ 82.00 $ 152.00 $ 292.00                                            
Granted (in dollars per share)                     $ 40.00             $ 16.00 [1] $ 30.00 $ 44.00         $ 26.00 $ 42.00 $ 16.00 $ 62.00                                 $ 16.00 $ 16.00        
Forfeited, expired or cancelled (in dollars per share)                                 $ 60.00 $ 54.00 $ 68.00 $ 72.00     $ 74.00   $ 58.00 $ 68.00 $ 266.00 $ 2,000.00                                            
Outstanding at end of period (in dollars per share)                                   $ 24.40 $ 32.00 $ 54.00 $ 60.00       $ 26.0 $ 48.00 $ 106.00 $ 152.00                                            
Exercisable at end of period (in dollars per share)                                   $ 26.00 $ 34.00           $ 28.00 $ 52.00 $ 112.00 $ 190.00                                            
Options, Additional Disclosures [Abstract]                                                                                                    
Outstanding, weighted average remaining contractual life                     1 year 7 months 6 days             6 years 4 months 24 days 6 years 3 months 18 days 6 years 3 months 18 days 6 years 9 months 18 days                                                          
Exercisable, weighted average remaining contractual life                                   5 years 10 months 24 days 5 years 10 months 24 days                                                              
Shares Under Warrants [Roll Forward]                                                                                                    
Outstanding at beginning of period (in shares)                                                                 806,769 233,947 202,148   17,372 2,727   216,575 199,421                  
Granted (in shares)                                                                 54,581 [1] 423,782 25,794   0 25,795   423,782 0                  
Impact of anti-dilution clauses (in shares)                                                                 2,082 518,720 31,517   0 0   518,720 31,516                  
Impact of amendment (in shares)                                                                   78,215     0     78,215                    
Exercised (in shares)                                                                 0 (25,015) 0   0 0   (25,015) 0                  
Forfeited, expired or cancelled (in shares)                                                               (146,106) (146,106) (22,880) (25,512)   (11,616) (11,150)   (411,264) (14,362)                  
Outstanding at end of period (in shares)                                                                 717,326 806,769 233,947 202,148 5,756 17,372 2,727 801,013 216,575 199,421                
Exercisable at end of period (in shares)                                                                 717,326 713,969     5,756     708,213                    
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward]                                                                                                    
Outstanding at beginning of period (in dollars per share)                                                                 $ 24.00 $ 208.00 $ 54.00   $ 60.00 $ 138.00   $ 220.00 $ 256.00                  
Granted (in dollars per share)                                                                 $ 16.00 [1] $ 20.00 $ 46.00   $ 0 $ 46.00   $ 20.00                    
Impact of anti-dilution clauses (in dollars per share)                                                                         $ 0                          
Impact of amendment (in dollars per share)                                                                         $ 0                          
Exercised (in dollars per share)                                                                 $ 0 $ 20.00     $ 0     $ 20.00                    
Forfeited, expired or cancelled (in dollars per share)                                                                 $ 66.00 $ 86.00 $ 148.00   $ 44.00 $ 46.00   $ 88.00 $ 226.00                  
Outstanding at end of period (in dollars per share)                                                                 $ 16.00 $ 24.00 $ 208.00 $ 54.00 $ 90.00 $ 60.00 $ 138.00 $ 24.00 $ 220.00 $ 256.00                
Exercisable at end of period (in dollars per share)                                                                 $ 16.00 $ 26.00     $ 90.00     $ 24.00                    
Equity and Liability Warrants, Additional Disclosures [Abstract]                                                                                                    
Outstanding, weighted average remaining contractual life                                                                 3 years 7 months 6 days 3 years 6 months 1 year 8 months 12 days 2 years 3 months 18 days 2 years 4 months 24 days 3 years 6 months 2 years 9 months 18 days 3 years 6 months 1 year 6 months 2 years 3 months 18 days                
Exercisable, weighted average remaining contractual life                                                                 3 years 7 months 6 days 3 years 3 months 18 days     2 years 4 months 24 days     3 years 3 months 18 days                    
Status of Shares Reserved for Issuance [Abstract]                                                                                                    
Annual increase in number of reserved shares (in hundredths)                                     5.00%                                                              
Terms of award, maximum (in years)                                                                                       10         10 10
Initially reserved (in shares)                                   125,000                                                 1,250              
Additionally reserved - annual increases (in shares)                                     99,156                                                              
Additionally reserved - board action (in shares)                                     40,000                                                              
Options granted since inception, net of forfeited, expired or cancelled (in shares)                                     (114,890)                                                              
Stock granted since inception (in shares)                                     (60,282)                                                              
Available for issuance under the 2010 Plan (in shares)                                     88,984                                                              
Fair Value Assumptions [Abstract]                                                                                                    
Fair value of options granted (in dollars per share)                                     $ 20.00 $ 38.00                                                            
Volatility (in hundredths)                                     109.20% 101.50%                                                            
Risk free interest rate (in hundredths)                                     0.90% 0.80%                                                            
Expected life of options                                     6 years 1 month 6 days 5 years 2 months 12 days                                                            
Expected dividends                                     $ 0 $ 0                                                            
Forfeiture rate (in hundredths)                                     5.00% 5.00%                                                            
Shares issued (in shares)             15,022   6,090                         4,263                                                        
Vested shares surrendered for stock issued (in shares)             23,710                                                                                      
Fair value of stock options             300,000                                                                                      
Fair value of stock issued   600,000         300,000                                                                                      
Exercised (in dollars per share)                 $ 28.00                 $ 0       $ 24.00                                                        
Grant date fair value of options equaled cash fees                 200,000                         100,000                                                        
Options awarded, outstanding (in shares)                                   179,203 169,254 192,944 227,426       158,304 180,494 10,950 12,450 17,077                                          
Number of shares outstanding with lowered exercise price (in shares)                                     108,588                                                              
Options, exercise price (in dollars per share)                                     $ 16.00                                                              
Original average exercise price (in dollars per share)                                     $ 38.00                                                              
Share price (in dollars per share)                                     $ 14.00                                                              
Change in fair value of options                                     100,000                                                              
Change in unrecognized compensation due to modification                                     100,000                                                              
Number of executive officers receiving stock options in lieu of a portion of their compensation                     4                     3                                                        
Percentage of compensation paid in stock options instead of in cash (in hundredths)                   20.00%                                       83.30% 90.00%                                      
Number of months of which a portion of salary was paid in stock options                                           6 months                                                        
Cancelled shares and options - settlements with former officers (in shares)                         175                     48                                                    
Shares converted (in shares)                                                                   25,016                                
Shares issued (in shares)                                                                   7,764                                
Amount transferred into fair value of the liability warrant                                                                   700,000                                
Bankruptcy claim withdrawn                       200,000                                                                            
Bonus returned                             400,000                                                                      
Obligation paid                           300,000                                                                        
Reduction of receivable and equity                           300,000                                                                        
Due from related parties, current                             100,000 400,000                                                                    
Allowance for doubtful accounts     $ 436,000 $ 518,000 $ 323,000                                                                                          
Stock price on date of re-pricing (in dollars per share)                                     $ 14.00                                                              
[1] Includes adjustments to shares underlying PIK warrants.
XML 48 R57.htm IDEA: XBRL DOCUMENT v2.4.0.8
DEBT (Tables) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
DEBT [Abstract]    
Current and long-term debt
The following table summarizes current and long-term portions of debt (in thousands).

September 30,
December 31,
2013
2012
Corporate segment:
Senior convertible revolving note, net
$
1,608
$
-
Senior convertible debentures, net
96
1,048
Subordinated convertible notes, net
5,230
4,041
Other
38
28
6,972
5,117
Brazil segment:
Capital expansion loans
5,021
5,555
Equipment financing
210
201
Working capital lines of credit
3,767
2,227
Advances on export letters of credit
3,189
3,953
Special tax programs
2,618
2,531
14,805
14,467
Total debt
21,777
19,584
Current portion
9,422
8,003
Long-term portion
$
12,355
$
11,581
The following table summarizes current and long-term portions of debt (in thousands):

 
 
As of December 31,
 
 
 
2012
  
2011
 
Corporate and USA segments:
 
  
 
Senior convertible debentures, net
 
$
1,048
  
$
-
 
Subordinated convertible notes, net
  
4,041
   
2,126
 
Factoring agreement
  
28
   
262
 
Other
  
-
   
507
 
 
  
5,117
   
2,895
 
Brazil segment:
        
Working capital lines of credit
  
2,227
   
1,778
 
Capital expansion loans
  
5,555
   
3,789
 
Equipment financing
  
201
   
214
 
Advances on export letters of credit
  
3,953
   
2,838
 
Special tax programs
  
2,531
   
3,211
 
 
  
14,467
   
11,830
 
Total debt
  
19,584
   
14,725
 
Current portion
  
8,003
   
6,792
 
Long-term portion
 
$
11,581
  
$
7,933
 
Required future minimum payments on debt  
Required future minimum payments on our debt as of December 31, 2012, follow (in thousands).

 
 
Corporate and USA Segments
  
Brazil Segment
  
Total
 
2013
 
$
1,219
  
$
7,013
  
$
8,232
 
2014
  
108
   
1,283
   
1,391
 
2015
  
5,375
   
1,086
   
6,461
 
2016
  
-
   
983
   
983
 
2017
  
-
   
976
   
976
 
Thereafter
  
-
   
3,126
   
3,126
 
 
 
$
6,702
  
$
14,467
  
$
21,169
 
Convertible notes and debenture information
In the second quarter of 2013, we issued subordinated convertible notes and related warrants, which are described in the chart below.

Issuance
Principal Amount of Notes (in thousands)
Creditor's Debt Conversion Right
Stated Annual Interest Rate on Debt
Maturity Date of Debt
Number of Shares Under Warrant
Exercise Price of Warrant
Expiration Date of Warrant
Subordinated Convertible Notes and Warrants
$
538
Convertible immediately at $14.00 per share
10
%
July 2015 or
July 2016
38,400
Exercisable immediately at $16.00 per share
July 2017 or May 2018
Convertible debt instruments outstanding as of December 31, 2012, are listed below.

Issuance
Issuance Date of Debt
 
Principal Amount of Debt (in thousands)
 
Creditor's Debt Conversion Right
 
Stated Annual Interest Rate on Debt
 
Maturity Date of Debt
Senior Convertible Debentures
 
July 2012
 
$
1,299
 
Convertible January 2013 at $14.00 per share
 
NA
 
January 2014
Subordinated Convertible Note
August 2012
  
150
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Notes
July 2012
  
850
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Note
May 2012
  
50
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Notes
January 2012
  
4,325
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Components of convertible debt
As of September 30, 2013, our convertible debt consists of the following components (in thousands):

Senior
Subordinated
Convertible
Senior
Convertible Notes
Revolving
Convertible
Halpern
Other
Note
Debentures
Entities
Investors
Total
Principal outstanding
$
1,558
$
97
$
2,600
$
3,419
$
7,674
Discount
(41
)
(3
)
(470
)
(3,419
)
(3,933
)
Derivative conversion liabilities
91
2
1,267
1,833
3,193
Debt
$
1,608
$
96
$
3,397
$
1,833
$
6,934
Debt - current portion
$
1,608
$
96
$
-
$
-
$
1,704
Debt - long-term portion
-
-
3,397
1,833
5,230
As of December 31, 2012, our convertible debt consists of the following components (in thousands):

 
 
  
Notes
  
 
 
 
Debentures
  
Halpern Entities
  
Other Investors
  
Total
 
Principal outstanding
 
$
(1,299
)
 
$
(2,600
)
 
$
(2,775
)
 
$
(6,674
)
Discount
  
422
   
587
   
2,775
   
3,784
 
Derivative conversion liabilities
  
(171
)
  
(980
)
  
(1,048
)
  
(2,199
)
Debt
 
$
(1,048
)
 
$
(2,993
)
 
$
(1,048
)
  
(5,089
)
 
                
Debt - current portion
 
$
(962
)
 
$
-
  
$
-
  
$
(962
)
Debt - long-term portion
  
(86
)
  
(2,993
)
  
(1,048
)
  
(4,127
)
Allocation of convertible debt proceeds  
A summary of the allocation of the proceeds from the 2012 issuances of the senior convertible debenture, subordinated convertible notes and related warrants follows (in thousands).

 
 
First and Second Quarter of 2012
  
Third Quarter of 2012
  
 
 
 
Debenture
  
Notes and Warrants
  
Debentures and Warrants
  
Notes and Warrants
  
 
 
 
and
  
Halpern
  
Other
  
  
Replace-
  
Halpern
  
Other
  
 
 
 
Warrant
  
Entities
  
Investors
  
New
  
ment
  
Entities
  
Investors
  
Total
 
(Increases) decreases in:
 
  
  
  
  
  
  
  
 
Debt - principal
 
$
(870
)
 
$
(2,500
)
 
$
(1,875
)
 
$
(290
)
 
$
(139
)
 
$
(100
)
 
$
(900
)
 
$
(6,674
)
Debt - discount
  
870
   
630
   
1,875
   
290
   
(661
)
  
100
   
900
   
4,004
 
Debt - derivative conversion liabilities
  
(296
)
  
(1,942
)
  
(1,448
)
  
(128
)
  
(105
)
  
(69
)
  
(583
)
  
(4,571
)
Derivative warrant liabilities
  
(648
)
  
(2,473
)
  
(1,848
)
  
(273
)
  
(907
)
  
(88
)
  
(746
)
  
(6,983
)
Debt (carrying amount of old note)
  
-
   
2,152
   
-
   
-
   
-
   
-
   
-
   
2,152
 
Equity
  
-
   
1,089
   
-
   
-
   
-
   
-
   
-
   
1,089
 
Loss on extinguishment
  
-
   
2,986
   
-
   
-
   
1,955
   
-
   
-
   
4,941
 
Financing expense
  
168
   
-
   
1,376
   
141
   
27
   
59
   
413
   
2,184
 
Other long -term assets - deferred finance costs
  
144
   
65
   
134
   
23
   
(148
)
  
4
   
73
   
295
 
Proceeds, net of finance costs
  
632
   
(7
)
  
1,786
   
237
   
(22
)
  
94
   
843
   
3,563
 
Convertibles notes and related warrants issued  
During 2011, we issued several convertibles notes, with related warrants to our financial advisor, who became a director of RiceBran Technologies in January 2012. Below is a summary of the transactions.

Transaction
 
 
Principal amount of Note(s) (in thousands)
  
Stated Annual Interest Rate on Note(s)
  
Per Share Note Conversion Price
  
Cash Received in Transaction (in thousands)
  
Number of Shares Under Equity Warrant(s)
  
Average Exercise Price of Warrant(s)
 
First quarter 2011
(1)
 
$
500
   
10
%
 
$
40.00
  
$
500
   
2,500
  
$
50.00
 
Second quarter 2011
(2)
  
730
   
10
%
  
46.00
   
230
   
3,650
   
46.00
 
Third quarter 2011, event A
(2)
  
270
   
10
%
  
46.00
   
270
   
1,350
   
46.00
 
Third quarter 2011, event B
(2)
  
730
   
10
%
  
46.00
   
730
   
3,650
   
46.00
 
Fourth quarter 2011
(3)
  
2,323
   
10
%
  
40.00
   
550
   
11,616
   
44.00
 
Total in 2011
 
             
$
2,280
   
22,766
     

(1)The convertible note and the related warrant issued in the first quarter of 2011, were terminated and cancelled in the second quarter of 2011 when the second quarter transaction occurred.
(2)The convertible notes and related warrants issued in the second and third quarters of 2011, were terminated and cancelled in the fourth quarter of 2011 when the fourth quarter transaction occurred.
(3)The convertible notes and related warrants issued in the fourth quarter of 2011, were terminated and cancelled in the first quarter of 2012, when a subordinated convertible note was issued to the Halpern Entities, as described further below.
XML 49 R38.htm IDEA: XBRL DOCUMENT v2.4.0.8
INVENTORIES (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
INVENTORIES [Abstract]    
INVENTORIES
NOTE 6. INVENTORIES

Inventories are composed of the following (in thousands):

September 30,
December 31,
2013
2012
Finished goods
$
1,096
$
1,146
Work in process
61
330
Raw materials
170
255
Packaging supplies
233
263
Total inventories
$
1,560
$
1,994
NOTE 6. INVENTORIES

Inventories are composed of the following (in thousands):

 
 
As of December 31,
 
 
 
2012
  
2011
 
Finished goods
 
$
1,146
  
$
906
 
Work in process
  
330
   
804
 
Raw materials
  
255
   
353
 
Packaging supplies
  
263
   
234
 
Total inventories
 
$
1,994
  
$
2,297
 
XML 50 R27.htm IDEA: XBRL DOCUMENT v2.4.0.8
COMMITMENTS AND CONTINGENCIES (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
COMMITMENTS AND CONTINGENCIES [Abstract]    
COMMITMENTS AND CONTINGENCIES
NOTE 12. COMMITMENTS AND CONTINGENCIES

In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. 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.

Purchase Commitments

As of September 30, 2013, future capital expenditures on the Brazil segment capital expansion project are expected to total R$2.5 million ($1.1 million at the September 30, 2013 exchange rate) of which R$1.3 million ($0.6 million) was included in accounts payable as of September 30, 2013. We have a firm commitment and are obligated under contract for R$1.0 million ($0.4 million) of the future capital expenditures as of September 30, 2013.

Litigation

Irgovel Purchase

On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3 million.

We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel’s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers.

On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers allege is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. Our parent company has not been served with any formal notices in regard to this matter. To date, only Irgovel has received formal legal notice. In addition, the Purchase Agreement requires that all disputes between us and the Sellers be adjudicated through arbitration. As part of the Purchase Agreement, $2.0 million was deposited into an escrow account to cover contingencies with the net remaining funds payable to the Sellers upon resolution of all contingencies. We believe any payout due to the lawsuit will be made out of the escrow account. As of September 30, 2013 and December 31, 2012, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets as of September 30, 2013 and December 31, 2012, totaling $1.3 million and $1.4 million. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of September 30, 2013, $0.7 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.4 million to settle any remaining contingencies. We believe that there is no additional material exposure as any amounts determined to be owed as a result of the above noted litigation and contingencies will be covered by the escrow account. We agreed to pay ninety percent of any funds received from the escrow account to Nutra SA, with no resulting change in our Nutra SA voting rights.

Diabco Life Sciences, LLC

In January 2012, we filed a complaint in the Superior Court of California, Sacramento County, seeking damages arising out of Diabco Life Sciences, LLC’s (Diabco) breach of a 2008 promissory note in the principal amount of $0.5 million. A one-day court trial took place in August 2013, at which time Diabco stipulated that total damages through July 2013, including interest and late fees, amounted to $0.9 million. In September 2013, the court issued its tentative statement of decision indicating that judgment will be entered in our favor in the amount of $0.9 million as of July 2013, plus interest. We are awaiting the court’s final statement of decision at which time judgment will be entered thereon. We have not yet been able to assess the likelihood of realization of any judgment, if or when it is entered, and have no receivable from Diabco recorded in the accompanying financial statements.
NOTE 15. COMMITMENTS AND CONTINGENCIES

Employment Contracts

We have entered into employment and other agreements with certain executives and other employees that provide for compensation and certain other benefits. These agreements provide for severance payments under certain circumstances.

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.

Leases

We lease certain properties under various operating lease arrangements that expire over the next twenty one years. These leases generally provide us with the option to renew the lease at the end of the lease term. Future minimum payments under these commitments as of December 31, 2012, are as follows: $0.4 million for 2013; $0.3 million for 2014; $0.3 million in 2015; $0.3 million in 2016, $0.1 million in 2017 and $1.2 million thereafter. We incurred lease expense of $0.4 million in 2012 and $0.5 million in 2011.

Litigation

In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. 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.

Irgovel Stockholders Lawsuit

On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3 million.

We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel’s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers.

On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers allege is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. The Parent Company has not been served with any formal notices in regard to this matter so far. To date, only Irgovel has received formal legal notice. In addition, the Purchase Agreement requires that all disputes between us and the Sellers be adjudicated through arbitration. As part of the Purchase Agreement, $2.0 million was deposited into an escrow account to cover contingencies with the net remaining funds payable to the Sellers upon resolution of all contingencies. We believe any payout due to the lawsuit will be made out of the escrow account. As of December 31, 2012 and 2011, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets as of December 31, 2012 and 2011 totaling $1.4 million and $1.9 million. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of December 31, 2012, $0.6 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.4 million to settle any remaining contingencies. We believe that there is no additional material exposure as any amounts determined to be owed as a result of the above noted litigation and contingencies will be covered by the escrow account.
XML 51 R26.htm IDEA: XBRL DOCUMENT v2.4.0.8
RECOVERIES FROM FORMER CUSTOMERS (10-K)
 12 Months Ended
Dec. 31, 2012
RECOVERIES FROM FORMER CUSTOMERS [Abstract]  
RECOVERIES FROM FORMER CUSTOMERS
NOTE 14. RECOVERIES FROM FORMER CUSTOMERS

In 2011, pursuant to a settlement agreement with a former customer, we received $0.8 million in connection with a 2007 transaction with that customer. We shipped products in 2007 to the customer and no revenue was recognized for the transaction under revenue recognition rules. The customer had not remitted payment prior to the settlement. The $0.8 million received is included in recoveries from former customers in the statements of operations for 2011.

In 2007, we closed on the sale of certain products to a customer. The applicable criteria for revenue recognition were not met at that time. The $1.0 million deposit we received in the transaction was carried as an other long-term liability on our balance sheet since 2007 until the fourth quarter of 2011, when we eliminated the liability upon the resolution of certain legal matters associated with the transaction. We recognized a reduction in operating expenses in the amount of $1.0 million, which is recorded in recoveries from former customers in the statements of operations for 2011.
XML 52 R98.htm IDEA: XBRL DOCUMENT v2.4.0.8
DEBT (Details) (10-Q)
 3 Months Ended 12 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2013
USD ($)
Jun. 30, 2013
USD ($)
Sep. 30, 2012
USD ($)
Dec. 31, 2012
USD ($)
Dec. 31, 2011
USD ($)
Sep. 30, 2013
Holder 1 [Member]
Sep. 30, 2013
Holder 2 [Member]
USD ($)
Sep. 30, 2013
Holder 2 [Member]
Sep. 30, 2013
Corporate Segment [Member]
USD ($)
Dec. 31, 2012
Corporate Segment [Member]
USD ($)
Sep. 30, 2013
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Brazil Segment [Member]
BRL
Dec. 31, 2012
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Convertible Debt [Member]
Corporate Segment [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes, Net [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
April 2013 [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
Halpern Entities [Member]
USD ($)
Sep. 30, 2013
Senior Convertible Debentures, Net [Member]
USD ($)
Mar. 31, 2013
Senior Convertible Debentures, Net [Member]
USD ($)
Sep. 30, 2013
Senior Convertible Debentures, Net [Member]
USD ($)
Dec. 31, 2012
Senior Convertible Debentures, Net [Member]
May 31, 2013
Senior Convertible Debentures, Net [Member]
Sep. 30, 2013
Senior Convertible Debentures, Net [Member]
Holder 1 [Member]
USD ($)
Sep. 30, 2013
Senior Convertible Debentures, Net [Member]
Holder 2 [Member]
USD ($)
Sep. 30, 2013
Senior Convertible Debentures, Net [Member]
Corporate Segment [Member]
USD ($)
Dec. 31, 2012
Senior Convertible Debentures, Net [Member]
Corporate Segment [Member]
USD ($)
Jun. 30, 2013
Factoring Agreement [Member]
USD ($)
Dec. 31, 2012
Capital Expansion Loans [Member]
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Capital Expansion Loans [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Capital Expansion Loans [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Equipment Financing [Member]
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Equipment Financing [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Equipment Financing [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Equipment Financing [Member]
Brazil Segment [Member]
Minimum [Member]
Dec. 31, 2012
Equipment Financing [Member]
Brazil Segment [Member]
Maximum [Member]
Dec. 31, 2012
Working Capital Lines of Credit [Member]
USD ($)
Dec. 31, 2012
Working Capital Lines of Credit [Member]
BRL
Sep. 30, 2013
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
BRL
Dec. 31, 2012
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
Minimum [Member]
Dec. 31, 2012
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
Maximum [Member]
Dec. 31, 2012
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
Minimum [Member]
Dec. 31, 2012
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
Maximum [Member]
Sep. 30, 2013
Special Tax Programs [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Special Tax Programs [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Special Tax Programs [Member]
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes and Warrants [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes and Warrants [Member]
April 2013 [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes and Warrants [Member]
Minimum [Member]
April 2013 [Member]
Sep. 30, 2013
Subordinated Convertible Notes and Warrants [Member]
Maximum [Member]
April 2013 [Member]
Sep. 30, 2012
Subordinated Convertible Notes and Warrants [Member]
Halpern Entities [Member]
USD ($)
Jun. 30, 2012
Subordinated Convertible Notes and Warrants [Member]
Halpern Entities [Member]
USD ($)
Sep. 30, 2012
Subordinated Convertible Notes and Warrants [Member]
Other Investors [Member]
USD ($)
Jun. 30, 2012
Subordinated Convertible Notes and Warrants [Member]
Other Investors [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes and Warrants [Member]
Corporate Segment [Member]
USD ($)
Sep. 30, 2013
Promissory Note [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes [Member]
Corporate Segment [Member]
Halpern Entities [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes [Member]
Corporate Segment [Member]
Other Investors [Member]
USD ($)
Sep. 30, 2013
Other [Member]
Corporate Segment [Member]
USD ($)
Dec. 31, 2012
Other [Member]
Corporate Segment [Member]
USD ($)
Oct. 31, 2013
Senior Revolving Credit Agreement [Member]
USD ($)
May 31, 2013
Senior Revolving Credit Agreement [Member]
USD ($)
Sep. 30, 2013
Senior Revolving Credit Agreement [Member]
USD ($)
Tranche
Jun. 30, 2013
Senior Revolving Credit Agreement [Member]
USD ($)
Sep. 30, 2013
Senior Revolving Credit Agreement [Member]
USD ($)
Tranche
Sep. 30, 2013
Senior Convertible Revolving Note, Net [Member]
Corporate Segment [Member]
USD ($)
Dec. 31, 2012
Senior Convertible Revolving Note, Net [Member]
Corporate Segment [Member]
USD ($)
Sep. 30, 2013
Senior Convertible Debentures, Net [Member]
Holder 1 [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes, Net [Member]
Corporate Segment [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
Corporate Segment [Member]
USD ($)
Debt Instrument [Line Items]                                                                                                                                                        
Total debt $ 21,777,000     $ 19,584,000 $ 14,725,000       $ 6,972,000 $ 5,117,000 $ 14,805,000   $ 14,467,000 $ 11,830,000 $ 6,934,000 $ 1,608,000                   $ 96,000 $ 1,048,000   $ 5,555,000 $ 5,021,000 $ 3,789,000 $ 201,000 $ 210,000 $ 214,000         $ 3,767,000   $ 2,227,000 $ 1,778,000     $ 3,953,000 $ 3,189,000 $ 2,838,000     $ 2,618,000 $ 2,531,000 $ 3,211,000                     $ 3,397,000 $ 1,833,000 $ 38,000 $ 28,000           $ 1,608,000 $ 0   $ 5,230,000 $ 4,041,000
Current portion 9,422,000     8,003,000 6,792,000                   1,704,000 1,608,000                   96,000                                                                         0 0                        
Long-term debt, less current portion 12,355,000     11,581,000 7,933,000                   5,230,000 0                   0                                                                         3,397,000 1,833,000                        
Components of convertible debt [Abstract]                                                                                                                                                        
Principal outstanding       21,169,000                 14,467,000   7,674,000 1,558,000 4,325,000                 97,000                                                       538,000                 2,600,000 3,419,000                        
Discount                             (3,933,000) (41,000)                   (3,000)                                                                         (470,000) (3,419,000)         (100,000)   (100,000)          
Derivative conversion liabilities                             3,193,000 91,000                   2,000                                                                         1,267,000 1,833,000                        
Debt 21,777,000     19,584,000 14,725,000       6,972,000 5,117,000 14,805,000   14,467,000 11,830,000 6,934,000 1,608,000                   96,000 1,048,000   5,555,000 5,021,000 3,789,000 201,000 210,000 214,000         3,767,000   2,227,000 1,778,000     3,953,000 3,189,000 2,838,000     2,618,000 2,531,000 3,211,000                     3,397,000 1,833,000 38,000 28,000           1,608,000 0   5,230,000 4,041,000
Current portion 9,422,000     8,003,000 6,792,000                   1,704,000 1,608,000                   96,000                                                                         0 0                        
Long-term debt, less current portion 12,355,000     11,581,000 7,933,000                   5,230,000 0                   0                                                                         3,397,000 1,833,000                        
Maximum borrowing capacity                                                         4,700,000               1,800,000 3,600,000                                                             8,000,000   8,000,000          
Fees under the agreement (in hundredths)                                                                                                                                             7.00%          
Minimum cumulative repayments, March 2014                                                                                                                                         600,000   600,000          
Minimum cumulative repayments, June 2014                                                                                                                                         1,300,000   1,300,000          
Minimum cumulative repayments, September 2014                                                                                                                                         2,200,000   2,200,000          
Collections that may be withheld (in hundredths)                                                                                                                                         20.00%   20.00%          
Proceeds from Lines of Credit, Gross                                                                                                                                     800,000 1,400,000 600,000              
Amount received                                                                             1,000,000 2,000,000                                                     700,000 1,200,000 600,000              
Extinguishment of debt                                     300,000                 100,000                                                                               400,000 100,000              
Value of additional units purchased                                     400,000                                                                                               300,000 500,000           400,000    
Issue of shares of common stock (in shares)                                                                                                                                     6,667 10,593 20,000   30,593          
Market value of shares of common stock issued                                                 200,000                                                       100,000                           100,000 200,000 200,000              
Stock issuance price (in dollars per share)                                                                                                                                         $ 16.00   $ 16.00          
Outstanding principal amount of debentures converted                                     300,000 100,000                                                                                                                
Number of common stock (in shares)           5,000   3,026                     21,429 7,000                                                                                                                
Conversion price (in dollars per share)       $ 0.08 $ 0.21                           $ 0.07 $ 14.00 $ 0.07                                                                                                              
Number of Shares Under Warrant (in shares)         22,766                                                                                                 38,400                         3,429 6,000 2,571   2,571          
Exercise price per warrant (in dollars per share)             $ 16.00                                                                                                                       $ 16.00 $ 16.00 $ 0.08              
Transaction closing costs                                         300,000                                                               600,000                           100,000 500,000 300,000              
Transaction closing costs, cash expenses                                         10,000                                                                                           100,000 300,000 100,000              
Transaction closing costs, Amortized to interest expense                                                                                                                                       200,000                
Average outstanding amount                                                                                                                                         1,500,000 500,000            
Terms of Conversion Feature                                     In May 2013, we entered into agreements to allow each holder of existing subordinated convertible notes and warrants to invest in additional notes and related warrants and provided that each holder making an additional investment (i) receive 0.0125 shares of our common stock for each dollar invested and (ii) agree to extend the maturity date for all of their notes to July 2016. Further, each holder of outstanding convertible notes could elect (PIK Election), in lieu of receiving cash interest payments otherwise payable though June 2014 on their existing convertible notes to receive (i) an increase in the number of shares of common stock underlying their notes (ii) an equity warrant to purchase shares of our common stock and (ii) 0.0125 shares of our common stock for each dollar of interest otherwise payable through June 2014. Holders making an additional investment were deemed under the agreement to have made a PIK Election.     (i) the current debenture conversion price or (ii) 80% of the 20-day volume weighted average trading price of our common stock or (iii) the volume weighted average trading price of our common stock on the day immediately prior to the redemption date less $0.01.                                                                                                 Upon an event of default, as defined in the agreement, TCA has the right to voluntarily convert all or any portion of the outstanding principal, interest and other amounts due under the agreement into shares of our common stock at a conversion price equal to 85% of the lowest daily volume weighted average price during the five trading days immediately prior to the conversion date. Because the conversion feature could require us to issue an indeterminate number of shares for settlement, the conversion feature is a derivative liability, classified as debt on our balance sheets. If TCA voluntarily converts, we have guaranteed that TCA will realize a minimum per share, when shares of our common stock issued in connection with the conversion are sold, equal to the volume weighted average price of our common stock during the five trading days immediately prior to the conversion date.          
Conversion price upone default (in hundredths)                                                                                                                                         85.00%   85.00%          
Debt covenant description                                                                                                                                             During the term of the agreement, the USA segment may not without TCA’s consent or approval, among other things, (i) enter into new debt (ii) make any new investments, except capital expenditures less than $0.3 million per year, (iii) issue or redeem stock, (iii) declare or pay dividends or make other distributions to shareholders, and (iv) make loans and distributions of assets to an persons, including affiliates.          
Shares issuable on conversion (in shares)                                             18,571                                                                                                          
Market value of common stock issued                                       100,000                                                                                                                
Principal amount of debt with maturity extension                                     200,000   200,000     1,100,000 300,000                                                                                                      
Principal Amount of Notes and Debenture       21,169,000                 14,467,000   7,674,000 1,558,000 4,325,000                 97,000                                                       538,000                 2,600,000 3,419,000                        
Creditor's Debt Conversion Right (in dollars per share)                                                                                                           $ 14.00                                            
Stated annual interest rate (in hundredths)                                 10.00%                       6.50%   6.50%       13.50% 21.50%             12.40% 44.50%       3.70% 8.00%   7.30%     10.00%                             12.00%   12.00%          
Maturity Date of Debt                     Jun. 30, 2018 Jun. 30, 2018         Jul. 31, 2015                       Dec. 31, 2021     Mar. 31, 2016         May 31, 2014 May 31, 2014             Jul. 31, 2013                   Jul. 31, 2015 Jul. 31, 2016                                        
Exercisable Price of Warrant                                                                                                           Exercisable immediately at $16.00 per share                                            
Expiration Date of Warrant                                                                                                             Jul. 31, 2017 May 31, 2018                                        
Required number of days notice prior to conversion or exercise                                                                                                                         61 days                              
Minimum beneficial ownership interest to be required to give notice prior to conversion or exercise (in hundredths)                                                                                                                         4.99%                              
Proceeds from issuance of the convertible notes and related warrants     3,563,000 3,563,000                                                                                                         94,000 (7,000) 843,000 1,786,000 500,000                              
Principal amount of promissory note to Mr. Halpern                                   2,500,000                                                                                       100,000                            
Monthly installment interest rate, annual rate (in hundredths)                     12.00% 12.00%                                                     17.00% 17.00%                                                                        
Fair value of conversion features                                                                                                         500,000                                              
Fair value of liability warrants                                                                                                         500,000                                              
Restricted cash                     500,000 1,000,000                                                                                                                                
Taxes payable converted into debt agreement                       1,600,000                                                                                                                                
Maximum outstanding borrowings                                                                                                                                         2,800,000   2,800,000          
Fair value of warrants                                                                                                                                     100,000 100,000 100,000   100,000          
Maximum fair value                                                                                                                                     100,000   100,000   100,000          
Guaranteed minimum value of stock issued in connection with the three tranches                                                                                                                                         500,000   500,000          
Total temporary equity recorded 7,886,000     9,262,000                                                                                                                                 400,000   400,000          
Number of tranches related to TCA                                                                                                                                         3   3          
Conversion liability                                                                                                                                         100,000   100,000          
Debt discounts                             3,933,000 41,000                   3,000                                                                         470,000 3,419,000         100,000   100,000          
Maximum amount of capital expenditures allowed per year                                                                                                                                         300,000   300,000          
Increase in shares of common stock underlying PIK warrant (in shares) 3,263 4,346                                                                                                                                                    
Increase in shares of common stock underlying notes (in shares) 3,263 4,346                                                                                                                                                    
Increase in note principle under PIK election $ 45,688 $ 60,842                                                                                                                                                    
XML 53 R46.htm IDEA: XBRL DOCUMENT v2.4.0.8
SEGMENT INFORMATION (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
SEGMENT INFORMATION [Abstract]    
SEGMENT INFORMATION
NOTE 14. SEGMENT INFORMATION

The tables below present segment information for the periods identified and provide reconciliations of segment information to total consolidated information (in thousands).

Three Months Ended September 30, 2013
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
3,065
$
5,660
$
8,725
Cost of goods sold
-
2,332
5,623
7,955
Gross profit
-
733
37
770
Depreciation and amortization (in selling, general and administrative)
(6
)
(119
)
(177
)
(302
)
Other operating expense
(1,292
)
(622
)
(1,218
)
(3,132
)
Loss from operations
$
(1,298
)
$
(8
)
$
(1,358
)
$
(2,664
)
Net loss attributable to RiceBran Technologies shareholders
$
(1,433
)
$
(8
)
$
(630
)
$
(2,071
)
Interest expense
666
-
418
1,084
Depreciation (in cost of goods sold)
-
207
468
675
Purchases of property
6
19
1,026
1,051

Nine Months Ended September 30, 2013
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
9,099
$
17,723
$
26,822
Cost of goods sold
-
6,895
16,913
23,808
Gross profit
-
2,204
810
3,014
Depreciation and amortization (in selling, general and administrative)
(17
)
(358
)
(576
)
(951
)
Other operating expense
(3,627
)
(1,743
)
(3,404
)
(8,774
)
Loss from operations
$
(3,644
)
$
103
$
(3,170
)
$
(6,711
)
Net income (loss) attributable to RiceBran Technologies shareholders
$
(8,255
)
$
103
$
(1,699
)
$
(9,851
)
Interest expense
1,541
-
1,338
2,879
Depreciation (in cost of goods sold)
-
665
1,359
2,024
Purchases of property
12
147
2,142
2,301
 
Three Months Ended September 30, 2012
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
3,065
$
6,284
$
9,349
Cost of goods sold
-
2,184
5,289
7,473
Gross profit
-
881
995
1,876
Depreciation and amortization (in selling, general and administrative)
(175
)
(145
)
(201
)
(521
)
Intersegment fees
57
-
(57
)
-
Impairment of property
-
-
-
-
Other operating expense
(836
)
(662
)
(1,211
)
(2,709
)
Loss from operations
$
(954
)
$
74
$
(474
)
$
(1,354
)
Net income (loss) attributable to RiceBran Technologies shareholders
$
(220
)
$
73
$
(221
)
$
(368
)
Interest expense
173
-
325
498
Depreciation (in cost of goods sold)
-
179
399
578
Purchases of property
-
6
2,025
2,031

Nine Months Ended September 30, 2012
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
9,629
$
19,177
$
28,806
Cost of goods sold
-
6,737
16,689
23,426
Gross profit
-
2,892
2,488
5,380
Depreciation and amortization (in selling, general and administrative)
(246
)
(784
)
(661
)
(1,691
)
Intersegment fees
169
-
(169
)
-
Impairment of property
-
(1,069
)
-
(1,069
)
Other operating expense
(3,559
)
(1,959
)
(3,711
)
(9,229
)
Loss from operations
$
(3,636
)
$
(920
)
$
(2,053
)
$
(6,609
)
Net loss attributable to RiceBran Technologies shareholders
$
(7,229
)
$
(937
)
$
(1,232
)
$
(9,398
)
Interest expense
494
17
792
1,303
Depreciation (in cost of goods sold)
-
714
1,218
1,932
Purchases of property
-
72
5,752
5,824

The tables below present segment information for selected balance sheet accounts (in thousands).

Corporate
USA
Brazil
Consolidated
As of September 30, 2013
Inventories
$
-
$
885
$
675
$
1,560
Property, net
59
7,442
18,319
25,820
Goodwill
-
-
4,331
4,331
Intangible assets, net
-
836
854
1,690
Total assets
3,328
10,122
28,376
41,826
As of December 31, 2012
Inventories
-
764
1,230
1,994
Property, net
36
8,731
19,690
28,457
Goodwill
-
-
4,773
4,773
Intangible assets, net
-
1,133
1,442
2,575
Total assets
3,201
11,609
32,196
47,006

All changes in goodwill between December 31, 2012 and September 30, 2013, relate to foreign currency translation. Corporate segment total assets include cash, restricted cash, property and other assets.

The following table presents revenue by geographic area for the three and nine months ended September 30, 2013 and 2012 (in thousands).

Three Months
Nine Months
2013
2012
2013
2012
United States
$
3,052
$
2,685
$
9,714
$
8,501
Brazil
4,048
4,626
13,845
14,397
Other international
1,625
2,038
3,263
5,908
Total revenues
$
8,725
$
9,349
$
26,822
$
28,806
NOTE 18. SEGMENT INFORMATION

We have three reportable business segments: (i) Corporate; (ii) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; and (iii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products. The Corporate segment includes selling, general and administrative expenses including public company expenses, litigation, and other expenses not directly attributable to other segments. No Corporate allocations are made to the other segments. General corporate interest is not allocated.

The table below presents segment information for the years identified and provides a reconciliation of segment information to total consolidated information (in thousands).

 
 
2012
 
 
 
Corporate
  
USA
  
Brazil
  
Consolidated
 
 
 
  
  
  
 
Revenues
 
$
-
  
$
12,633
  
$
25,090
  
$
37,723
 
Cost of goods sold
  
-
   
8,946
   
22,705
   
31,651
 
Gross profit
  
-
   
3,687
   
2,385
   
6,072
 
Intersegment fees
  
347
   
-
   
(347
)
  
-
 
Depreciation and amortization (in selling, general and administrative)
  
(197
)
  
(1,006
)
  
(859
)
  
(2,062
)
Impairment of property
  
-
   
(1,069
)
  
-
   
(1,069
)
Other operating expenses
  
(4,768
)
  
(2,364
)
  
(4,496
)
  
(11,628
)
Loss from operations
 
$
(4,618
)
 
$
(752
)
 
$
(3,317
)
 
$
(8,687
)
 
                
Net loss attributable to RiceBran Technologies shareholders
 
$
(7,046
)
 
$
(770
)
 
$
(1,693
)
 
$
(9,509
)
Interest expense
  
(743
)
  
(17
)
  
(1,166
)
  
(1,926
)
Depreciation (in cost of goods sold)
  
-
   
(899
)
  
(1,651
)
  
(2,550
)
Purchases of property
  
1
   
150
   
6,331
   
6,482
 
Property, net, end of period
  
36
   
8,731
   
19,690
   
28,457
 
Goodwill, end of period
  
-
   
-
   
4,773
   
4,773
 
Intangible assets, net, end of period
  
-
   
1,133
   
1,442
   
2,575
 
Total assets, end of period
  
3,201
   
11,609
   
32,196
   
47,006
 


 
 
2011
 
 
 
Corporate
  
USA
  
Brazil
  
Consolidated
 
 
 
  
  
  
 
Revenues
 
$
-
  
$
10,700
  
$
26,257
  
$
36,957
 
Cost of goods sold
  
-
   
7,566
   
21,820
   
29,386
 
Gross profit
  
-
   
3,134
   
4,437
   
7,571
 
Intersegment fees
  
(439
)
  
-
   
439
   
-
 
Depreciation and amortization (in selling, general and administrative)
  
(119
)
  
(1,306
)
  
(1,226
)
  
(2,651
)
Impairment of intangibles and property
  
(240
)
  
(1,352
)
  
-
   
(1,592
)
Recoveries from former customers
  
-
   
1,800
   
-
   
1,800
 
Other operating expenses
  
(5,556
)
  
(3,728
)
  
(5,428
)
  
(14,712
)
Loss from operations
 
$
(6,354
)
 
$
(1,452
)
 
$
(1,778
)
 
$
(9,584
)
 
                
Net loss attributable to RiceBran Technologies shareholders
 
$
(6,875
)
 
$
(1,631
)
 
$
(1,593
)
 
$
(10,099
)
Interest expense
  
(619
)
  
(180
)
  
(964
)
  
(1,763
)
Depreciation (in cost of goods sold)
  
-
   
(993
)
  
(1,336
)
  
(2,329
)
Purchases of property
  
-
   
98
   
6,769
   
6,867
 
Property, net, end of period
  
263
   
11,899
   
15,833
   
27,995
 
Goodwill, end of period
  
-
   
-
   
5,240
   
5,240
 
Intangible assets, net, end of period
  
-
   
1,612
   
2,316
   
3,928
 
Total assets, end of period
  
4,672
   
14,219
   
33,341
   
52,232
 

All changes in goodwill between December 31, 2012 and December 31, 2011, relate to foreign currency translation.

The following table presents revenues data by geographic area (in thousands):

 
 
2012
  
2011
 
 
 
  
 
United States
 
$
16,177
  
$
9,178
 
Brazil
  
18,266
   
19,141
 
Other international
  
3,280
   
8,638
 
Total revenues
 
$
37,723
  
$
36,957
 
XML 54 R34.htm IDEA: XBRL DOCUMENT v2.4.0.8
BUSINESS (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
BUSINESS [Abstract]    
BUSINESS
NOTE 2. BUSINESS

We are a human food ingredient, nutritional supplement, and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. We have proprietary and patented intellectual property that allows us to convert rice bran, one of the world’s most underutilized food sources, into a number of highly nutritious human food and animal nutrition products. Our target markets are human food and animal nutrition manufacturers and retailers, as well as natural food, functional food and nutraceutical supplement manufacturers and retailers, both domestically and internationally. We have developed a bio-refining approach to processing raw rice bran into various value added constituents such as stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB) and a variety of other valuable derivative products from each of these core products.

We have three reportable business segments: (i) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; (ii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products; and (iii) Corporate, which includes includes corporate, administrative regulatory and compliance functions. No allocations of expense are made from the Corporate segment to the other segments. General corporate interest is not allocated.

The USA segment consists of two locations in California and two locations in Louisiana all of which can produce SRB. One of the two Louisiana SRB facilities, located in Lake Charles, has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB) and RiBalance (a complete rice bran nutritional package derived from further processing SRB). The manufacturing facilities included in our USA segment have proprietary and patented processing equipment and technology for the stabilization and further processing of rice bran into finished products. Approximately 55% of USA segment revenue was from sales of human food products and 45% was from sales of animal nutrition products.
 
The Brazil segment consists of the consolidated operations of Nutra SA, LLC, whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. DRB is sold in bulk as animal feed and compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market. Approximately 40% of Brazil segment product revenue was from sales of RBO products and 60% was from sales of DRB products.
NOTE 2. GENERAL BUSINESS

We are a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. We have proprietary and patented intellectual property that allows us to convert rice bran, one of the world’s most underutilized food sources, into a number of highly nutritious human food and animal nutrition products. Our target markets are human food and animal nutrition manufacturers and retailers, as well as natural food, functional food and nutraceutical supplement manufacturers and retailers, both domestically and internationally. We have developed a bio-refining approach to processing raw rice bran into various value added constituents such as stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB) and a variety of other valuable derivative products from each of these core products.

We have three reportable business segments: (i) Corporate; (ii) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; and (iii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products. The Corporate segment includes selling, general and administrative expenses including public company expenses, litigation, and other expenses not directly attributable to other segments. No Corporate allocations are made to the other segments. General corporate interest is not allocated.

The USA segment consists of two locations in California and two locations in Louisiana all of which can produce SRB. One of the two Louisiana SRB facilities, located in Lake Charles, has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB) and RiBalance (a complete rice bran nutritional package derived from further processing SRB). The manufacturing facilities included in our USA segment have proprietary and patented processing equipment and technology for the stabilization and further processing of rice bran into finished products. In 2012, approximately 50% of USA segment revenue was from sales of human food products and approximately 50% was from sales of animal nutrition products.

The Brazil segment consists of the consolidated operations of Nutra SA, whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. DRB is sold in bulk as animal feed and compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market. In 2012, approximately 46% of Brazil segment product revenue was from sales of RBO products and 54% was from sales of DRB products.
XML 55 R40.htm IDEA: XBRL DOCUMENT v2.4.0.8
EQUITY METHOD INVESTMENT (10-Q)
 9 Months Ended
Sep. 30, 2013
EQUITY METHOD INVESTMENT [Abstract]  
EQUITY METHOD INVESTMENT
NOTE 8. EQUITY METHOD INVESTMENT

In 2011, we entered into an agreement with a partner with the goal of developing technology to extract and concentrate protein from rice bran. In March 2013, the agreement was mutually terminated under terms whereby we each received (i) the right to separately develop, modify and improve the jointly developed technology owned by the partner and (ii) a nonexclusive, royalty free, perpetual license to that technology (License). We paid the partner $1.2 million as a lump sum in April 2013.

RBT PRO, LLC (RBT PRO) was a wholly owned subsidiary whose only asset was the License acquired in March 2013. In April 2013, we entered into a series of agreements with various affiliates of Wilmar International Limited (collectively Wilmar). In connection therewith, we sold a 50% membership interest in RBT PRO to Wilmar for $1.2 million. RBT PRO granted an exclusive, royalty free, perpetual sublicense of the License to Wilmar for use throughout China and to us for use worldwide, excluding China.

We also entered into a cross license agreement with Wilmar. We agreed to license to Wilmar all of our intellectual property with respect to processing of rice bran and its derivatives for use in China. Wilmar agreed to license to us (i) its intellectual property with respect to processing of rice bran, and its derivatives, based on the intellectual property licensed to Wilmar under the License for use worldwide, excluding China and (ii) its other intellectual property with respect to processing of rice bran, and its derivatives, for use worldwide, excluding certain countries in Asia.

Under the agreements, we obtained the right to purchase 45% of the capital stock of any entity Wilmar establishes to develop new products relating to rice bran or its derivative, as defined in the agreement, using the intellectual property licensed to Wilmar. If we decline the right to purchase 45% of the capital stock of any such new entity, we have the option to purchase 25% of the entity within two years of the entity’s formation. The exercise price for the option will equal 25% of the capital investment made in the entity, plus interest, as defined in the agreement.

There was no gain or loss recognized on these transactions because we entered the agreement with the partner in contemplation of the agreements with Wilmar. Our investment in RBT PRO is zero as of September 30, 2013 and RBT PRO has had no net income or loss since inception.
XML 56 R49.htm IDEA: XBRL DOCUMENT v2.4.0.8
H&N ACQUISITION (10-Q)
 9 Months Ended
Sep. 30, 2013
H&N ACQUISITION [Abstract]  
H&N ACQUISITION
NOTE 17. H&N ACQUISITION

In September 2013, we entered into an agreement to purchase all of the outstanding capital stock of H&N Distribution, Inc. (H&N), H&N blends and manufactures functional foods and also distributes food ingredients and products. We agreed to pay $2.0 million in cash and issue between 187,500 and 237,500 shares of our common stock. The number of shares issued will depend on H&N’s adjusted earnings before interest, taxes, depreciation and amortization, as defined in the agreement. Closing of the transaction must occur no later than March 31, 2014, and is subject to certain conditions including, but not limited to, the results of our due diligence and a successful equity fund raising of at least $7.5 million. We also entered into an employment agreement with the chief executive officer of H&N which will be effective upon closing of the acquisition and terminate December 31, 2018. Under the employment agreement the founder will receive an annual base salary of $0.2 million and be eligible for a bonus of up to $0.3 million per year.
XML 57 R31.htm IDEA: XBRL DOCUMENT v2.4.0.8
FAIR VALUE MEASUREMENT (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
FAIR VALUE MEASUREMENT [Abstract]    
FAIR VALUE MEASUREMENT
NOTE 15. FAIR VALUE MEASUREMENT

The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of September 30, 2013, the fair value of our USA segment debt is approximately $2.6 million higher than the carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt approximates the carrying value of that debt based on the current market rates for similar debt with similar maturities.

Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property.

We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

●Level 1 – inputs include quoted prices for identical instruments and are the most observable.
●Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves.
●Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability.

For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed.

The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

Level 1
Level 2
Level 3
Total
September 30, 2013
Derivative warrant liabilities
(1)
$
-
$
-
$
(6,508
)
$
(6,508
)
Derivative conversion liabilities
(2)
-
-
(3,193
)
(3,193
)
Total liabilities at fair value
$
-
$
-
$
(9,701
)
$
(9,701
)
December 31, 2012
Derivative warrant liabilities
(1)
$
-
$
-
$
(4,520
)
$
(4,520
)
Derivative conversion liabilities
(2)
-
-
(2,199
)
(2,199
)
Total liabilities at fair value
$
-
$
-
$
(6,719
)
$
(6,719
)

(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0% - 1.4%
0.1% - 0.7%
(1.0% weighted average)
(0.6% weighted average)
Expected volatility
90%
93%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0-0.6%
0.2-0.3%
(0.4% weighted average)
(0.3% weighted average)
Expected volatility
90%
93%

The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):

Fair Value as of Beginning of Period
Total Realized and Unrealized Gains (Losses)
Issuance of New Instruments
Net Transfers (Into) Out of Level 3
Fair Value, at End of Period
Change in Unrealized Gains (Losses) on Instruments Still Held
(1)
Nine Months Ended September 30, 2013
Derivative warrant liability
$
(4,520
)
$
(1,413
)
$
(575
)
$
-
$
(6,508
)
$
(1,413
)
Derivative conversion liability
(2,199
)
(505
)
(588
)
99
(2)
(3,193
)
(896
)
Total Level 3 fair value
$
(6,719
)
$
(1,918
)
$
(1,163
)
$
99
$
(9,701
)
$
(2,309
)
Nine Months Ended September 30, 2012
Derivative warrant liability
$
(1,296
)
$
1,142
$
(6,983
)
$
711
(2)
$
(6,426
)
$
1,414
Derivative conversion liability
-
2,866
(4,466
)
(105
)
(1,705
)
2,866
Total Level 3 fair value
$
(1,296
)
$
4,008
$
(11,449
)
$
606
$
(8,131
)
$
4,280

(1)Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
(2)Represents transfers to equity as a result of the exercise of a warrant in 2012 and conversion of debt in 2013.

The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands).

2013
As of September 30, 2013
Impairment
Level 1
Level 2
Level 3
Total
Losses
(1
)
Property, net
(1)
$
-
$
-
$
394
$
394
$
300
Property, net
$
-
$
-
$
394
$
394
$
300

2012
As of December 31, 2012
Impairment
Level 1
Level 2
Level 3
Total
Losses
(1
)
Property, net
(1)
$
-
$
-
$
1,058
$
1,058
$
1,069
Property, net
$
-
$
-
$
1,058
$
1,058
$
1,069

(1)Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
NOTE 19. FAIR VALUE MEASUREMENT

The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of December 31, 2012, the fair value of our USA segment debt is approximately $2.5 million higher than the carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt approximates the carrying value of that debt based on the current market rates for similar debt with similar maturities.

Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property.

We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

●Level 1 – inputs include quoted prices for identical instruments and are the most observable.
●Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves.
●Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability.

For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed.

The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

 
  
 
Level 1
  
Level 2
  
Level 3
  
Total
 
December 31, 2012
 
 
  
  
  
 
Derivative warrant liabilities
(1)
 
$
-
  
$
-
  
$
(4,520
)
 
$
(4,520
)
Derivative conversion liabilities
(2)
  
-
   
-
   
(2,199
)
  
(2,199
)
Total liabilities at fair value
 
 
$
-
  
$
-
  
$
(6,719
)
 
$
(6,719
)
 
 
                
December 31, 2011
 
                
Derivative warrant liabilities
(1)
 
$
-
  
$
-
  
$
(1,296
)
 
$
(1,296
)
Total liabilities at fair value
 
 
$
-
  
$
-
  
$
(1,296
)
 
$
(1,296
)

(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
 
December 31, 2011
Risk-free interest rate
 
0.1% - 0.7%
 
0.1% - 0.8%
 
 
(0.6% weighted average)
 
(0.2% weighted average)
Expected volatility
 
93%
 
84%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
Risk-free interest rate
 
0.2-0.3%
 
 
(0.3% weighted average)
Expected volatility
 
93%

The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):

 
 
Fair Value as of Beginning of Period
  
Total Realized and Unrealized Gains (Losses)
  
Issuance of New Instruments
  
Net Transfers (Into) Out of Level 3
  
Fair Value, at End of Period
  
Change in Unrealized Gains (Losses) on Instruments Still Held
 
2012
 
  
(1)
  
  
  
  
 
Derivative warrant liability
 
$
(1,296
)
 
$
3,048
  
$
(6,983
)
 
$
711
 (2)
 
$
(4,520
)
 
$
3,320
 
Derivative conversion liability
  
-
   
2,372
   
(4,466
)
  
(105
)(3)
  
(2,199
)
  
2,372
 
Total Level 3 fair value
 
$
(1,296
)
 
$
5,420
  
$
(11,449
)
 
$
606
  
$
(6,719
)
 
$
5,692
 
 
                        
2011
                        
Derivative warrant liability
 
$
(1,628
)
 
$
332
  
$
-
  
$
-
  
$
(1,296
)
 
$
332
 
Total Level 3 fair value
 
$
(1,628
)
 
$
332
  
$
-
  
$
-
  
$
(1,296
)
 
$
332
 

(1)Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
(2)Represents transfers to equity as a result of a holder exercising a warrant.
(3)Represents an adjustment to loss on extinguishment as a result of issuing the replacement senior convertible debenture.

The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands):

 
 
 
  
  
  
  
2012
 
 
  
 
As of December 31, 2012
  
Impairment
 
 
  
 
Level 1
  
Level 2
  
Level 3
  
Total
  
Losses
 
 
 
 
  
  
  
   
(1
)
Property, net
(1)
 
$
-
  
$
-
  
$
1,058
  
$
1,058
  
$
1,069
 
Property, net
 
 
$
-
  
$
-
  
$
1,058
  
$
1,058
  
$
1,069
 

(1)During 2012, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
XML 58 R64.htm IDEA: XBRL DOCUMENT v2.4.0.8
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Tables) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract]    
Summary of the carrying amounts included in consolidated balance sheets
A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).

September 30,
December 31,
2013
2012
Cash and cash equivalents
$
478
$
562
Other current assets (restricted $2,154 and $2,505)
4,370
5,675
Property, net (restricted $5,231 and $5,757)
18,319
19,690
Goodwill and intangibles, net
5,185
6,215
Other noncurrent assets
24
54
Total assets
$
28,376
$
32,196
Current liabilities
$
6,007
$
5,141
Current portion of long-term debt (nonrecourse)
7,679
7,013
Long-term debt, less current portion (nonrecourse)
7,126
7,454
Other noncurrent liabilities
93
1,871
Total liabilities
$
20,905
$
21,479
A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).

 
 
December 31,
 
 
 
2012
  
2011
 
Cash and cash equivalents
 
$
562
  
$
3,290
 
Other current assets (restricted $2,505 at December 31, 2012)
  
5,675
   
6,641
 
Property, net (restricted $5,757 at December 31, 2012)
  
19,690
   
15,833
 
Goodwill and intangibles, net
  
6,215
   
7,556
 
Other noncurrent assets
  
54
   
21
 
Total assets
 
$
32,196
  
$
33,341
 
 
        
Current liabilities
 
$
5,141
  
$
3,851
 
Current portion of long-term debt (nonrecourse $7,013 at December 31, 2012)
  
7,013
   
5,469
 
Long-term debt, less current portion (nonrecourse $7,454 at December 31, 2012)
  
7,454
   
6,361
 
Other noncurrent liabilities
  
1,871
   
3,766
 
Total liabilities
 
$
21,479
  
$
19,447
 
Summary of changes in redeemable noncontrolling interest
A summary of changes in redeemable noncontrolling interest for the three and nine months ended September 30, 2013 and 2012, follows (in thousands).

Three Months
Nine Months Ended
2013
2012
2013
2012
Redeemable noncontrolling interest in Nutra SA, beginning of period
$
7,836
$
8,340
$
9,262
$
9,918
Investors' interest in net loss of Nutra SA
(605
)
(212
)
(1,633
)
(1,184
)
Investors' interest in other comprehensive loss of Nutra SA
(43
)
137
(441
)
(469
)
Investors' purchase of additional units of Nutra SA
300
-
300
-
Redeemable noncontrolling interest in Nutra SA, end of period
$
7,488
$
8,265
$
7,488
$
8,265
A summary of changes in redeemable noncontrolling interest in Nutra SA follows (in thousands):

 
 
Investors' Ownership Interest After Transaction
  
2012
  
2011
 
Redeemable noncontrolling interest in Nutra SA, beginning of period
 
  
$
9,918
  
$
-
 
Investors' purchase of initial units - first quarter 2011
  
35.6
%
  
-
   
7,725
 
Investors' purchase of additional units - second quarter 2011
  
45.2
%
  
-
   
3,000
 
Investors' purchase of additional units - third quarter 2011
  
49.0
%
  
-
   
900
 
Investors' purchase of additional units - fourth quarter 2012
  
49.0
%
  
1,500
   
-
 
Investors' interest in net loss of Nutra SA
      
(1,627
)
  
(776
)
Investors' interest in accumulated other comprehensive income of Nutra SA
      
(529
)
  
(931
)
Redeemable noncontrolling interest in Nutra SA, end of period
     
$
9,262
  
$
9,918
 
XML 59 R72.htm IDEA: XBRL DOCUMENT v2.4.0.8
GENERAL BUSINESS (Details) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Segment
Dec. 31, 2012
Segment
GENERAL BUSINESS [Abstract]    
Number of reportable segments 3 3
Revenue from Human Food Products [Member] | USA Segment Revenues [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 55.00% 50.00%
Revenue from Animal Nutrition Products [Member] | USA Segment Revenues [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 45.00% 50.00%
DRB Products [Member] | Brazil Segment Revenue [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 60.00% 54.00%
RBO Products [Member] | Brazil Segment Revenue [Member]
    
Concentration Risk [Line Items]    
Concentration risk, percentage (in hundredths) 40.00% 46.00%
XML 60 R63.htm IDEA: XBRL DOCUMENT v2.4.0.8
LOSS PER SHARE (EPS) (Tables) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
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 for the three and nine months ended September 30, 2013 and 2012.

Three Months
Nine Months
2013
2012
2013
2012
NUMERATOR (in thousands):
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
$
(2,071
)
$
(368
)
$
(9,851
)
$
(9,398
)
DENOMINATOR:
Basic EPS - weighted average number of shares outstanding
1,129,290
1,024,345
1,082,452
1,020,242
Effect of dilutive securities outstanding
-
-
-
-
Diluted EPS - weighted average number of shares outstanding
1,129,290
1,024,345
1,082,452
1,020,242
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 (average exercise price for the three and nine months ended September 30, 2013, of $24.00 and $28.00)
181,584
192,353
179,912
195,236
Warrants (average exercise price for the three and nine months ended September 30, 2013, of $16.00 and $20.00)
716,917
1,003,127
751,653
713,414
Convertible debt (average conversion price for the three and nine months ended September 30, 2013, of $14.00)
438,754
416,805
452,184
287,368
Below are reconciliations of the numerators and denominators in the EPS computations.

 
 
2012
  
2011
 
NUMERATOR (in thousands):
 
  
 
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
 
$
(9,509
)
 
$
(10,099
)
 
        
DENOMINATOR:
        
Basic EPS - weighted average number of shares outstanding
  
1,023,412
   
991,852
 
Effect of dilutive securities outstanding
  
-
   
-
 
Diluted EPS - weighted average number of shares outstanding
  
1,023,412
   
991,852
 
 
        
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 (average exercise price of $48.00 and $58.00 )
  
191,187
   
197,879
 
Warrants (average exercise price of $62.00 and $226.00)
  
736,753
   
214,765
 
Convertible notes (average conversion price of $16.00 and $42.00)
  
334,709
   
25,800
 
XML 61 R43.htm IDEA: XBRL DOCUMENT v2.4.0.8
EMPLOYEE BONUS PLAN (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
EMPLOYEE BONUS PLAN [Abstract]    
EMPLOYEE BONUS PLAN
NOTE 11. EMPLOYEE BONUS PLAN

In 2010, our board of directors approved a cash incentive bonus plan. As of November 12, 2013, the plan, as amended, provides for payment of $0.6 million to employees, still employed at the time of payment, when (i) we are cash flow positive, defined by our board as earnings before interest, taxes, depreciation, amortization and certain non-cash charges, and (ii) cash is available for the payment as determined by our board at its sole discretion. In 2013, our board of directors approved an executive bonus plan which provides for payments of $0.3 million to employees, still employed at the time of payment, when cash is available for the payment as determined by our board at its sole discretion. Because the consolidated operating cash flow and cash availability conditions were not met as of September 30, 2013, and December 31, 2012, our board of directors has not approved payments and no accruals have been recorded for these bonuses.
NOTE 16. EMPLOYEE BONUS PLAN

In 2010, our board of directors approved a cash incentive bonus plan. As of December 31, 2012, the plan provided for payment of $0.5 million to employees, employed at the time of payment, if all of the following conditions are met: (i) court approval of our Plan of Reorganization and successfully exiting the Chapter 11 bankruptcy process, (ii) being cash flow positive, defined by our board as earnings before interest, taxes, depreciation, amortization and certain non-cash charges, and (iii) cash availability as determined by our board at its sole discretion. Because the consolidated operating cash flow condition and cash availability condition were not met as of December 31, 2012 and 2011, our board of directors has not approved payments and no accruals have been recorded.
XML 62 R69.htm IDEA: XBRL DOCUMENT v2.4.0.8
SEGMENT INFORMATION (Tables) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
SEGMENT INFORMATION [Abstract]    
Segment information identified and reconciliations of segment information to total consolidated information
The tables below present segment information for the periods identified and provide reconciliations of segment information to total consolidated information (in thousands).

Three Months Ended September 30, 2013
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
3,065
$
5,660
$
8,725
Cost of goods sold
-
2,332
5,623
7,955
Gross profit
-
733
37
770
Depreciation and amortization (in selling, general and administrative)
(6
)
(119
)
(177
)
(302
)
Other operating expense
(1,292
)
(622
)
(1,218
)
(3,132
)
Loss from operations
$
(1,298
)
$
(8
)
$
(1,358
)
$
(2,664
)
Net loss attributable to RiceBran Technologies shareholders
$
(1,433
)
$
(8
)
$
(630
)
$
(2,071
)
Interest expense
666
-
418
1,084
Depreciation (in cost of goods sold)
-
207
468
675
Purchases of property
6
19
1,026
1,051

Nine Months Ended September 30, 2013
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
9,099
$
17,723
$
26,822
Cost of goods sold
-
6,895
16,913
23,808
Gross profit
-
2,204
810
3,014
Depreciation and amortization (in selling, general and administrative)
(17
)
(358
)
(576
)
(951
)
Other operating expense
(3,627
)
(1,743
)
(3,404
)
(8,774
)
Loss from operations
$
(3,644
)
$
103
$
(3,170
)
$
(6,711
)
Net income (loss) attributable to RiceBran Technologies shareholders
$
(8,255
)
$
103
$
(1,699
)
$
(9,851
)
Interest expense
1,541
-
1,338
2,879
Depreciation (in cost of goods sold)
-
665
1,359
2,024
Purchases of property
12
147
2,142
2,301
 
Three Months Ended September 30, 2012
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
3,065
$
6,284
$
9,349
Cost of goods sold
-
2,184
5,289
7,473
Gross profit
-
881
995
1,876
Depreciation and amortization (in selling, general and administrative)
(175
)
(145
)
(201
)
(521
)
Intersegment fees
57
-
(57
)
-
Impairment of property
-
-
-
-
Other operating expense
(836
)
(662
)
(1,211
)
(2,709
)
Loss from operations
$
(954
)
$
74
$
(474
)
$
(1,354
)
Net income (loss) attributable to RiceBran Technologies shareholders
$
(220
)
$
73
$
(221
)
$
(368
)
Interest expense
173
-
325
498
Depreciation (in cost of goods sold)
-
179
399
578
Purchases of property
-
6
2,025
2,031

Nine Months Ended September 30, 2012
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
9,629
$
19,177
$
28,806
Cost of goods sold
-
6,737
16,689
23,426
Gross profit
-
2,892
2,488
5,380
Depreciation and amortization (in selling, general and administrative)
(246
)
(784
)
(661
)
(1,691
)
Intersegment fees
169
-
(169
)
-
Impairment of property
-
(1,069
)
-
(1,069
)
Other operating expense
(3,559
)
(1,959
)
(3,711
)
(9,229
)
Loss from operations
$
(3,636
)
$
(920
)
$
(2,053
)
$
(6,609
)
Net loss attributable to RiceBran Technologies shareholders
$
(7,229
)
$
(937
)
$
(1,232
)
$
(9,398
)
Interest expense
494
17
792
1,303
Depreciation (in cost of goods sold)
-
714
1,218
1,932
Purchases of property
-
72
5,752
5,824
The table below presents segment information for the years identified and provides a reconciliation of segment information to total consolidated information (in thousands).

 
 
2012
 
 
 
Corporate
  
USA
  
Brazil
  
Consolidated
 
 
 
  
  
  
 
Revenues
 
$
-
  
$
12,633
  
$
25,090
  
$
37,723
 
Cost of goods sold
  
-
   
8,946
   
22,705
   
31,651
 
Gross profit
  
-
   
3,687
   
2,385
   
6,072
 
Intersegment fees
  
347
   
-
   
(347
)
  
-
 
Depreciation and amortization (in selling, general and administrative)
  
(197
)
  
(1,006
)
  
(859
)
  
(2,062
)
Impairment of property
  
-
   
(1,069
)
  
-
   
(1,069
)
Other operating expenses
  
(4,768
)
  
(2,364
)
  
(4,496
)
  
(11,628
)
Loss from operations
 
$
(4,618
)
 
$
(752
)
 
$
(3,317
)
 
$
(8,687
)
 
                
Net loss attributable to RiceBran Technologies shareholders
 
$
(7,046
)
 
$
(770
)
 
$
(1,693
)
 
$
(9,509
)
Interest expense
  
(743
)
  
(17
)
  
(1,166
)
  
(1,926
)
Depreciation (in cost of goods sold)
  
-
   
(899
)
  
(1,651
)
  
(2,550
)
Purchases of property
  
1
   
150
   
6,331
   
6,482
 
Property, net, end of period
  
36
   
8,731
   
19,690
   
28,457
 
Goodwill, end of period
  
-
   
-
   
4,773
   
4,773
 
Intangible assets, net, end of period
  
-
   
1,133
   
1,442
   
2,575
 
Total assets, end of period
  
3,201
   
11,609
   
32,196
   
47,006
 


 
 
2011
 
 
 
Corporate
  
USA
  
Brazil
  
Consolidated
 
 
 
  
  
  
 
Revenues
 
$
-
  
$
10,700
  
$
26,257
  
$
36,957
 
Cost of goods sold
  
-
   
7,566
   
21,820
   
29,386
 
Gross profit
  
-
   
3,134
   
4,437
   
7,571
 
Intersegment fees
  
(439
)
  
-
   
439
   
-
 
Depreciation and amortization (in selling, general and administrative)
  
(119
)
  
(1,306
)
  
(1,226
)
  
(2,651
)
Impairment of intangibles and property
  
(240
)
  
(1,352
)
  
-
   
(1,592
)
Recoveries from former customers
  
-
   
1,800
   
-
   
1,800
 
Other operating expenses
  
(5,556
)
  
(3,728
)
  
(5,428
)
  
(14,712
)
Loss from operations
 
$
(6,354
)
 
$
(1,452
)
 
$
(1,778
)
 
$
(9,584
)
 
                
Net loss attributable to RiceBran Technologies shareholders
 
$
(6,875
)
 
$
(1,631
)
 
$
(1,593
)
 
$
(10,099
)
Interest expense
  
(619
)
  
(180
)
  
(964
)
  
(1,763
)
Depreciation (in cost of goods sold)
  
-
   
(993
)
  
(1,336
)
  
(2,329
)
Purchases of property
  
-
   
98
   
6,769
   
6,867
 
Property, net, end of period
  
263
   
11,899
   
15,833
   
27,995
 
Goodwill, end of period
  
-
   
-
   
5,240
   
5,240
 
Intangible assets, net, end of period
  
-
   
1,612
   
2,316
   
3,928
 
Total assets, end of period
  
4,672
   
14,219
   
33,341
   
52,232
 
Segment information for selected balance sheet accounts
The tables below present segment information for selected balance sheet accounts (in thousands).

Corporate
USA
Brazil
Consolidated
As of September 30, 2013
Inventories
$
-
$
885
$
675
$
1,560
Property, net
59
7,442
18,319
25,820
Goodwill
-
-
4,331
4,331
Intangible assets, net
-
836
854
1,690
Total assets
3,328
10,122
28,376
41,826
As of December 31, 2012
Inventories
-
764
1,230
1,994
Property, net
36
8,731
19,690
28,457
Goodwill
-
-
4,773
4,773
Intangible assets, net
-
1,133
1,442
2,575
Total assets
3,201
11,609
32,196
47,006
  
Revenue by geographic area
The following table presents revenue by geographic area for the three and nine months ended September 30, 2013 and 2012 (in thousands).

Three Months
Nine Months
2013
2012
2013
2012
United States
$
3,052
$
2,685
$
9,714
$
8,501
Brazil
4,048
4,626
13,845
14,397
Other international
1,625
2,038
3,263
5,908
Total revenues
$
8,725
$
9,349
$
26,822
$
28,806
The following table presents revenues data by geographic area (in thousands):

 
 
2012
  
2011
 
 
 
  
 
United States
 
$
16,177
  
$
9,178
 
Brazil
  
18,266
   
19,141
 
Other international
  
3,280
   
8,638
 
Total revenues
 
$
37,723
  
$
36,957
 
XML 63 R93.htm IDEA: XBRL DOCUMENT v2.4.0.8
LOSS PER SHARE (EPS) (Details) (10-Q) (USD $)
In Thousands, except Share data, unless otherwise specified
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
NUMERATOR [Abstract]            
Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (2,071) $ (368) $ (9,851) $ (9,398) $ (9,509) $ (10,099)
DENOMINATOR [Abstract]            
Basic EPS - weighted average number of shares outstanding (in shares) 1,129,290 1,024,345 1,082,452 1,020,242 1,023,412 991,852
Effect of dilutive securities outstanding (in shares) 0 0 0 0 0 0
Diluted EPS - weighted average number of shares outstanding (in shares) 1,129,290 1,024,345 1,082,452 1,020,242 1,023,412 991,852
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]            
Average conversion price of convertible debt (in dollars per share)         $ 0.08 $ 0.21
Stock Options [Member]
            
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]            
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) 181,584 192,353 179,912 195,236 191,187 197,879
Average exercise price of options (in dollars per share) $ 24.00   $ 28.00      
Warrants [Member]
            
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]            
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) 716,917 1,003,127 751,653 713,414 736,753 214,765
Average exercise price of warrants (in dollars per share) $ 16.00   $ 20.00      
Convertible Debt [Member]
            
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]            
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) 438,754 416,805 452,184 287,368 334,709 25,800
Average conversion price of convertible debt (in dollars per share) $ 14.00   $ 14.00   $ 16.00 $ 42.00
XML 64 R94.htm IDEA: XBRL DOCUMENT v2.4.0.8
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) (10-Q) (USD $)
 12 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 9 Months Ended 9 Months Ended 0 Months Ended 1 Months Ended 2 Months Ended
Dec. 31, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2011
Dec. 31, 2010
Sep. 30, 2013
Nutra SA [Member]
Multiple
Jun. 30, 2013
Nutra SA [Member]
Sep. 30, 2013
Nutra SA [Member]
Multiple
Sep. 30, 2012
Nutra SA [Member]
Dec. 31, 2012
Nutra SA [Member]
Dec. 31, 2011
Nutra SA [Member]
Sep. 30, 2013
NutraCea [Member]
Representative
Sep. 30, 2012
NutraCea [Member]
Dec. 31, 2012
NutraCea [Member]
Representative
Dec. 31, 2011
NutraCea [Member]
Mar. 31, 2012
NutraCea [Member]
Mar. 31, 2011
NutraCea [Member]
Jan. 31, 2011
NutraCea [Member]
Sep. 30, 2013
Investors [Member]
Representative
Dec. 31, 2012
Investors [Member]
Representative
Sep. 30, 2013
Investors [Member]
Nutra SA [Member]
Multiple
Dec. 31, 2012
Investors [Member]
Nutra SA [Member]
Sep. 30, 2012
Investors [Member]
Nutra SA [Member]
Dec. 31, 2011
Investors [Member]
Nutra SA [Member]
Sep. 30, 2011
Investors [Member]
Nutra SA [Member]
Jun. 30, 2011
Investors [Member]
Nutra SA [Member]
Mar. 31, 2011
Investors [Member]
Nutra SA [Member]
Jan. 31, 2011
Investors [Member]
Nutra SA [Member]
Nov. 08, 2013
Investors [Member]
Nutra SA [Member]
Subsequent Event [Member]
Oct. 31, 2013
Investors [Member]
Nutra SA [Member]
Subsequent Event [Member]
Dec. 31, 2013
Investors [Member]
Nutra SA [Member]
Subsequent Event [Member]
Multiple
Summary of carrying amounts included in consolidated balance sheets [Abstract]                                                              
Cash and cash equivalents $ 1,040,000 $ 701,000 $ 850,000 $ 3,329,000 $ 537,000 $ 478,000   $ 478,000   $ 562,000 $ 3,290,000                                        
Other current assets (restricted $2,154 and $2,505) 975,000 895,000   1,049,000   4,370,000   4,370,000   5,675,000 6,641,000                                        
Property, net (restricted $5,231 and $5,757) 28,457,000 25,820,000   27,995,000   18,319,000   18,319,000   19,690,000 15,833,000                                        
Goodwill and intangibles, net           5,185,000   5,185,000   6,215,000 7,556,000                                        
Other noncurrent assets 385,000 801,000   56,000   24,000   24,000   54,000 21,000                                        
Total assets 47,006,000 41,826,000   52,232,000   28,376,000   28,376,000   32,196,000 33,341,000                                        
Current liabilities 15,533,000 19,208,000   15,604,000   6,007,000   6,007,000   5,141,000 3,851,000                                        
Current portion of long-term debt (nonrecourse) 8,003,000 9,422,000   6,792,000   7,679,000   7,679,000   7,013,000 5,469,000                                        
Long-term debt, less current portion (nonrecourse) 11,581,000 12,355,000   7,933,000   7,126,000   7,126,000   7,454,000 6,361,000                                        
Other noncurrent liabilities           93,000   93,000   1,871,000 3,766,000                                        
Total liabilities 33,308,000 38,164,000   28,600,000   20,905,000   20,905,000   21,479,000 19,447,000                                        
Restricted portion of other current assets           2,154,000   2,154,000   2,505,000                                          
Variable interest entity restricted portion of property, net           5,231,000   5,231,000   5,757,000                                          
Summary of changes for redeemable noncontrolling interest [Roll Forward]                                                              
Redeemable noncontrolling interest in Nutra SA, beginning of period 9,918,000 7,488,000           9,262,000 9,918,000 9,918,000   7,836,000 8,340,000 9,918,000 0 9,918,000 0 0                          
Investors' interest in net loss of Nutra SA               (1,633,000) (1,184,000)     (605,000) (212,000) (1,627,000) (776,000)                                
Investors' interest in other comprehensive loss of Nutra SA               (441,000) (469,000)     (43,000) 137,000 (529,000) (931,000)                                
Investor's purchase of additional units of Nutra SA               300,000 0     300,000 0                                    
Redeemable noncontrolling interest in Nutra SA, end of period 9,262,000 7,488,000       7,488,000   7,488,000 8,265,000 9,262,000   7,488,000 8,265,000 9,262,000 9,918,000 9,918,000 0 0                          
Ownership percentage of noncontrolling owner (in hundredths)                                         49.70% 49.00% 49.00% 49.00% 49.00% 45.20% 35.60% 35.60%   49.10%  
Cash transferred to Nutra SA           100,000 700,000                                             300,000  
Yield earned beginning in January, 2014 (in hundredths)                                         4.00%                    
Distributable cash terms (i) first, to the Investors in an amount equal to 2.3 times the Investors' capital contribution, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to (i) two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests.             (i) first, to the Investors in an amount equal to an amount (Preference Multiple) times the Investors’ capital contributions, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests.                                              
Preference multiple           2.5   2.5                         2.3                   2.0
Additional contributions by investors                                         300,000               900,000 900,000  
Parent Company contribution to Nutra SA (in hundredths)   90.00%       90.00%   90.00%                                              
Terms of default A Nutra SA business plan deviation, defined as the occurrence, in either 2012, 2013 or 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,B7A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, orB7A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds.             A Nutra SA business plan deviation, defined as the occurrence, for either 2013 or 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt, A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, or A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds.                                              
Minimum amount for Parent Company to invest before current year end                                     4,000,000   3,000,000                   4,000,000
Amount to be distributed as a multiple of Investor's capital contribution                                         2                    
Historical cost of equipment returned                   200,000                                          
Number of representatives in management committee                       3   3         2 2                      
Number of representatives in management committee upon default                       2   2         3 3                      
Threshold percentage of planned EBITDA for default calculation (in hundredths)               20.00%   85.00%                                          
Threshold percentage of damages not covered by insurance proceeds for a material problem, minimum (in hundredths)               85.00%   80.00%                                          
Threshold percentage of unfavorable variance for default calculation (in hundredths)               80.00%   20.00%                                          
Terms of qualifying event Any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.             Any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half or more of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.                                              
Maximum share ownership percentage (in hundredths)                                         25.00% 25.00%                  
Drag Along Right termination amount                                         $ 50,000,000 $ 50,000,000                  
XML 65 R96.htm IDEA: XBRL DOCUMENT v2.4.0.8
PROPERTY (Details) (10-Q) (USD $)
Sep. 30, 2013
Dec. 31, 2012
Dec. 31, 2011
Property, Plant and Equipment [Line Items]      
Property, gross $ 39,758,000 $ 40,890,000 $ 39,405,000
Less accumulated depreciation 13,938,000 12,433,000 11,410,000
Property, net 25,820,000 28,457,000 27,995,000
Amount payable for capital expansion project additions 600,000    
Land [Member]
      
Property, Plant and Equipment [Line Items]      
Property, gross 389,000 403,000 420,000
Furniture and Fixtures [Member]
      
Property, Plant and Equipment [Line Items]      
Property, gross 357,000 358,000 363,000
Plant [Member]
      
Property, Plant and Equipment [Line Items]      
Property, gross 14,964,000 14,362,000 14,122,000
Computer and Software [Member]
      
Property, Plant and Equipment [Line Items]      
Property, gross 1,452,000 1,407,000 1,352,000
Leasehold Improvements [Member]
      
Property, Plant and Equipment [Line Items]      
Property, gross 200,000 189,000 189,000
Machinery and Equipment [Member]
      
Property, Plant and Equipment [Line Items]      
Property, gross 15,298,000 15,053,000 17,249,000
Construction in Progress [Member]
      
Property, Plant and Equipment [Line Items]      
Property, gross $ 7,098,000 $ 9,118,000 $ 5,710,000
XML 66 R25.htm IDEA: XBRL DOCUMENT v2.4.0.8
INCOME TAXES (10-K)
 12 Months Ended
Dec. 31, 2012
INCOME TAXES [Abstract]  
INCOME TAXES
NOTE 13. INCOME TAXES

Deferred tax assets (liabilities) are comprised of the following (in thousands):

 
 
As of December 31,
 
 
 
2012
  
2011
 
United States
 
  
 
Net operating loss carryforwards
 
$
41,374
  
$
42,008
 
Gain on sale of membership interests in Nutra SA
  
374
   
374
 
Stock options and warrants
  
1,144
   
3,000
 
Intangible assets
  
960
   
577
 
Property
  
5,651
   
4,372
 
Capitalized expenses
  
715
   
1,217
 
Convertible debt
  
(399
)
  
-
 
Other
  
86
   
283
 
Deferred tax assets
  
49,905
   
51,831
 
Less: Valuation allowance
  
(49,905
)
  
(51,831
)
Net deferred tax asset
  
-
   
-
 
Brazil
        
Intangible assets
  
(490
)
  
(904
)
Property
  
(2,165
)
  
(2,927
)
Net operating loss carryforwards
  
960
   
14
 
Other
  
255
   
209
 
Net deferred tax liability
  
(1,440
)
  
(3,608
)
 
 
$
(1,440
)
 
$
(3,608
)
 
        
Deferred tax asset - current
 
$
234
  
$
159
 
Deferred tax liability - long-term
  
(1,674
)
  
(3,767
)
 
 
$
(1,440
)
 
$
(3,608
)

Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. We have determined it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly we have provided a valuation allowance for deferred tax assets. Our valuation allowance is on U.S. deferred tax assets. The change in valuation allowance of $1.9 million in 2012 is due to (i) $1.7 million in net operating loss and other deferred changes from 2012 operations, offset by (ii) the $1.5 million impact of expiring net operating losses and (iii) the $2.1 million impact of adjustments to capitalized expenses and stock option compensation. The change in valuation allowance of $1.3 million in 2011 is primarily due to (i) $3.4 million in net operating loss and other deferred changes from 2011 operations, offset by (ii) the $0.4 million impact for state rate changes and (iii) a $1.7 million adjustment of net operating loss carryforwards to the returns filed.

As of December 31, 2012, net operating loss carryforwards for U.S. federal tax purposes totaled $110.7 million and expire at various dates from 2018 through 2032. Net operating loss carryforwards for state tax purposes totaled $70.3 million as of December 31, 2012, and expire at various dates from 2013 through 2032. As of December 31, 2012, net operating loss carryforwards for Brazil tax purposes totaled $2.8 million and do not expire.

Utilization of net operating loss carryforwards may be 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. The annual limitation may result in the expiration of substantial net operating loss carryforwards before utilization.

We are subject to taxation in the U.S. and various states. 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 2008 and, generally, by U.S. state tax jurisdictions after 2007. We are open for audit by the Brazilian tax authorities for years after 2008.

Loss before income taxes is comprised of the following (in thousands):

 
 
2012
  
2011
 
 
 
  
 
Foreign
 
$
(5,051
)
 
$
(2,277
)
Domestic
  
(8,020
)
  
(8,943
)
Loss before income taxes
 
$
(13,071
)
 
$
(11,220
)

Foreign earnings are assumed to be permanently reinvested. U.S. federal income taxes have not been provided on undistributed earnings of our foreign subsidiary.

The income tax benefit of $1.9 million in 2012 and $0.3 million in 2011 is all foreign deferred tax benefit. We have no U.S. tax provision or benefit in 2012 or 2011.

Reconciliations between the amount computed by applying the U.S. federal statutory tax rate (34%) to loss before income taxes, and income tax benefit follows (in thousands):

 
 
2012
  
2011
 
 
 
  
 
Income tax benefit at federal statutory rate
 
$
(4,444
)
 
$
(3,815
)
Increase (decrease) resulting from:
        
State tax benefit, net of federal tax effect
  
(251
)
  
(347
)
Change in valuation allowance
  
(1,926
)
  
1,313
 
Adjustment to U.S. net operating losses
  
-
   
1,694
 
Adjustment to capitalized costs deferred balances
  
443
   
-
 
Adjustment to stock option compensation deferred balances
  
1,602
   
-
 
Reduction in deferred balances for forfeited, expired or cancelled options
  
602
   
-
 
Expiration of U.S. net operating losses
  
1,460
   
115
 
Nontaxable fair value adjustment
  
(1,843
)
  
(113
)
Nondeductible convertible debt issuance expenses
  
2,285
   
-
 
Impact of state rate changes
  
-
   
437
 
Nondeductible expenses
  
10
   
18
 
Foreign taxes
  
6
   
(6
)
Adjustments to Brazil deferred balances
  
(222
)
  
429
 
Adjustments to U.S. deferred balances
  
343
   
(70
)
Income tax benefit
 
$
(1,935
)
 
$
(345
)

We have not identified any uncertain tax positions requiring a reserve as of December 31, 2012 or 2011.
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Consolidated Statements of Changes in Equity (10-K) (USD $)
In Thousands, except Share data, unless otherwise specified
Common Stock [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Loss [Member]
Noncontrolling Interest [Member]
Total
Balance at beginning of period at Dec. 31, 2010 $ 207,432 $ (184,812) $ (74) $ (156) $ 22,390
Balance at beginning of period (in shares) at Dec. 31, 2010 976,796        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Cancelled shares and options - settlements with former officers (267) 0 0 0 (267)
Cancelled shares and options - settlements with former officers (in shares) (224)        
Share-based compensation, options 907 0 0 0 907
Warrants issued 437 0 0 0 437
Acquisition of additional interests in subsidiary (254) 0 0 156 (98)
Common stock issued to Buyer 618 0 0 0 618
Common stock issued to Buyer (in shares) 12,884        
Common stock issued for services 568 0 0 0 568
Common stock issued for services (in shares) 16,867        
Other 172 0 0 0 172
Foreign currency translation 0 0 (914) 0 (914)
Net loss 0 (10,099) 0 0 (10,099)
Balance at end of period at Dec. 31, 2011 209,613 (194,911) (988) 0 13,714
Balance at end of period (in shares) at Dec. 31, 2011 1,006,323       1,006,323
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation, options 923 0 0 0 923
Warrants exercised 711 0 0 0 711
Warrants exercised (in shares) 7,763        
Common stock issued for services 228 0 0 0 228
Common stock issued for services (in shares) 8,972        
Common stock issued in exchange for options 10 0 0 0 10
Common stock issued in exchange for options (in shares) 15,022        
Cancellation of convertible notes and warrant (1,089) 0 0 0 (1,089)
Foreign currency translation 0 0 (552) 0 (552)
Net loss 0 (9,509) 0 0 (9,509)
Balance at end of period at Dec. 31, 2012 210,396 (204,420) (1,540) 0 4,436
Balance at end of period (in shares) at Dec. 31, 2012 1,038,080       1,038,080
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Common stock issued for services 613 0 0   613
Common stock issued for services (in shares) 37,088        
Net loss 0 (9,851) 0   (9,851)
Balance at end of period at Sep. 30, 2013 $ 212,045 $ (214,271) $ (1,998)   $ (4,224)
Balance at end of period (in shares) at Sep. 30, 2013 1,103,597       1,103,597

XML 69 R106.htm IDEA: XBRL DOCUMENT v2.4.0.8
RELATED PARTY TRANSACTIONS (Details) (10-Q) (USD $)
 9 Months Ended 12 Months Ended 3 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Mar. 31, 2012
Convertible Subordinated Debt [Member]
First Issuance 10 cents per share [Member]
January 2012 [Member]
Mar. 31, 2012
Convertible Subordinated Debt [Member]
Second Issuance at 0.15 per share [Member]
January 2012 [Member]
Sep. 30, 2013
Promissory Note [Member]
Jan. 31, 2012
Director - Baruch Halpern [Member]
Sep. 30, 2013
Director - Baruch Halpern [Member]
Sep. 30, 2012
Director - Baruch Halpern [Member]
Sep. 30, 2013
Director - Baruch Halpern [Member]
Sep. 30, 2012
Director - Baruch Halpern [Member]
Dec. 31, 2012
Director - Baruch Halpern [Member]
Jan. 31, 2012
Director - Baruch Halpern [Member]
Convertible Subordinated Debt [Member]
Dec. 31, 2011
Director - Baruch Halpern [Member]
Convertible Subordinated Debt [Member]
Apr. 30, 2013
Director - Baruch Halpern [Member]
Promissory Note [Member]
Apr. 30, 2013
CEO and Director [Member]
Jan. 31, 2012
CEO and Director [Member]
Jan. 31, 2012
Other Officers and Directors [Member]
Sep. 30, 2013
Other Officers and Directors [Member]
Mar. 31, 2013
Other Officers and Directors [Member]
Sep. 30, 2013
Other Officers and Directors [Member]
Sep. 30, 2012
Other Officers and Directors [Member]
Mar. 31, 2012
HC and Halpern Entities [Member]
Dec. 31, 2012
HC and Halpern Entities [Member]
Dec. 31, 2011
HC and Halpern Entities [Member]
Mar. 31, 2012
HC and Halpern Entities [Member]
January 2012 [Member]
Sep. 30, 2013
Minimum [Member]
Director - Baruch Halpern [Member]
Dec. 31, 2012
Minimum [Member]
Director - Baruch Halpern [Member]
Sep. 30, 2013
Maximum [Member]
Director - Baruch Halpern [Member]
Dec. 31, 2012
Maximum [Member]
Director - Baruch Halpern [Member]
Related Party Transaction [Line Items]                                                              
Obligated success fees (in hundredths)                                                       2.50% 2.50% 5.00% 5.00%
Additional consideration paid on certain transactions (in hundredths)                                                       2.50% 2.50% 5.00% 5.00%
Payment of fees                                                     $ 100,000        
Number of shares under warrant (in shares)       22,766 3,563 750                                                  
Exercise price per warrant (in dollars per share)         $ 20.00 $ 30.00                                                  
Warrants issued (in shares)               25,833                       204                      
Weighted average exercise price per warrant (in dollars per share)               $ 20.00           $ 24.00 $ 16.00                                
Warrants granted in period, change in fair value               100,000                                              
Due to related parties                 2,600,000   2,600,000   2,600,000                                    
Accrued interest                 100,000 100,000 200,000 200,000                                      
Proceeds from related parties                   100,000   100,000                                      
Principal amount promissory note             100,000                 100,000                              
Stated annual interest rate (in hundredths)                               10.00%                              
Payments to HC relevant to HC's class 6 general unsecured creditor claim                                               400,000 256,000 754,000          
Repayments of notes 12,288,000 9,010,000 12,610,000 8,818,000                                                      
Proceeds from issuance of subordinated long-term debt                                 25,000 50,000 100,000                        
Interest paid $ 1,785,000 $ 1,162,000 $ 1,651,000 $ 1,551,000         $ 100,000 $ 100,000 $ 100,000 $ 200,000             $ 100,000   $ 1,000 $ 1,000 $ 2,000                
Issue of shares of common stock (in shares)                                       82                      
XML 70 R8.htm IDEA: XBRL DOCUMENT v2.4.0.8
Condensed Consolidated Balance Sheets (Unaudited) (10-Q) (USD $)
Sep. 30, 2013
Dec. 31, 2012
Current assets:    
Cash and cash equivalents $ 701,000 $ 1,040,000
Restricted cash 1,919,000 1,919,000
Accounts receivable, net of allowance for doubtful accounts of $436 and $518 (variable interest entity restricted $2,154 and $2,505) 3,112,000 3,487,000
Inventories 1,560,000 1,994,000
Deferred tax asset 405,000 234,000
Income and operating taxes recoverable 592,000 1,167,000
Deposits and other current assets 895,000 975,000
Total current assets 9,184,000 10,816,000
Property, net (variable interest entity restricted $5,231 and $5,757) 25,820,000 28,457,000
Goodwill 4,331,000 4,773,000
Intangible assets, net 1,690,000 2,575,000
Other long-term assets 801,000 385,000
Total assets 41,826,000 47,006,000
Current liabilities:    
Accounts payable 4,569,000 3,021,000
Accrued expenses 5,217,000 4,509,000
Current maturities of debt 9,422,000 8,003,000
Total current liabilities 19,208,000 15,533,000
Long-term liabilities:    
Long-term debt, less current portion 12,355,000 11,581,000
Deferred tax liability 93,000 1,674,000
Derivative warrant liabilities 6,508,000 4,520,000
Total liabilities 38,164,000 33,308,000
Commitments and contingencies      
Temporary equity    
Redeemable noncontrolling interest in Nutra SA 7,488,000 9,262,000
Redeemable common stock (30,593 shares outstanding) 398,000 0
Total temporary equity 7,886,000 9,262,000
Equity (deficit) attributable to RiceBran Technologies shareholders:    
Preferred stock, 20,000,000 shares authorized and none issued 0 0
Common stock, no par value, 6,000,000 and 2,500,000 shares authorized, 1,103,597, and 1,038,080 shares issued and outstanding 212,045,000 210,396,000
Accumulated deficit (214,271,000) (204,420,000)
Accumulated other comprehensive loss (1,998,000) (1,540,000)
Total equity (deficit) attributable to RiceBran Technology shareholders (4,224,000) 4,436,000
Total liabilities, temporary equity and equity $ 41,826,000 $ 47,006,000
XML 71 R11.htm IDEA: XBRL DOCUMENT v2.4.0.8
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (10-Q) (USD $)
In Thousands, unless otherwise specified
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Consolidated Statements of Comprehensive Loss [Abstract]            
Net loss $ (2,676) $ (580) $ (11,484) $ (10,582) $ (11,136) $ (10,875)
Other comprehensive income (loss) - foreign currency translation, net of tax (89) 279 (901) (958) (1,081) (1,845)
Comprehensive loss, net of tax (2,765) (301) (12,385) (11,540) (12,217) (12,720)
Comprehensive loss attributable to noncontrolling interest, net of tax 648 75 2,074 1,653 2,156 1,707
Total comprehensive loss attributable to RiceBran Technologies shareholders $ (2,117) $ (226) $ (10,311) $ (9,887) $ (10,061) $ (11,013)
XML 72 R73.htm IDEA: XBRL DOCUMENT v2.4.0.8
LOSS PER SHARE (EPS) (Details) (10-K) (USD $)
In Thousands, except Share data, unless otherwise specified
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Jun. 30, 2011
NUMERATOR [Abstract]              
Basic and diluted - net loss attributable to RiceBran Technologies shareholders $ (2,071) $ (368) $ (9,851) $ (9,398) $ (9,509) $ (10,099)  
DENOMINATOR [Abstract]              
Basic EPS - weighted average number of shares outstanding (in shares) 1,129,290 1,024,345 1,082,452 1,020,242 1,023,412 991,852  
Effect of dilutive securities outstanding (in shares) 0 0 0 0 0 0  
Diluted EPS - weighted average number of shares outstanding (in shares) 1,129,290 1,024,345 1,082,452 1,020,242 1,023,412 991,852  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]              
Average exercise price of warrants (in dollars per share)             $ 46.00
Average conversion price of convertible debt (in dollars per share)         $ 0.08 $ 0.21  
Stock Options [Member]
              
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]              
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) 181,584 192,353 179,912 195,236 191,187 197,879  
Average exercise price of options (in dollars per share)         $ 48.00 $ 58.00  
Warrants [Member]
              
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]              
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) 716,917 1,003,127 751,653 713,414 736,753 214,765  
Average exercise price of warrants (in dollars per share)         $ 62.00 $ 226.00  
Convertible Notes [Member]
              
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]              
Number of shares of common stock which could be purchased with weighted average outstanding securities not included in diluted EPS because effect would be antidilutive (in shares) 438,754 416,805 452,184 287,368 334,709 25,800  
Average conversion price of convertible debt (in dollars per share) $ 14.00   $ 14.00   $ 16.00 $ 42.00  
XML 73 R9.htm IDEA: XBRL DOCUMENT v2.4.0.8
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (10-Q) (USD $)
Sep. 30, 2013
Dec. 31, 2012
Current assets:    
Accounts receivable, allowance for doubtful accounts $ 436,000 $ 518,000
Temporary equity    
Redeemable common stock shares outstanding (in shares) 30,593 0
Equity attributable to RiceBran Technologies shareholders:    
Preferred stock, shares authorized (in shares) 20,000,000 20,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in dollars per share) $ 0 $ 0
Common stock, shares authorized (in shares) 6,000,000 2,500,000
Common stock, shares issued (in shares) 1,103,597 1,038,080
Common stock, shares outstanding (in shares) 1,103,597 1,038,080
Variable Interest Entity [Member]
    
Current assets:    
Accounts receivable, variable interest entity restricted 2,154,000 2,505,000
Variable interest entity restricted portion of property, net 5,231,000 5,757,000
Current liabilities:    
Nonrecourse portion of current maturities of long-term debt 7,679,000 7,013,000
Long-term liabilities:    
Long-term debt, less current portion variable interest entity nonrecourse $ 7,126,000 $ 7,454,000
XML 74 R41.htm IDEA: XBRL DOCUMENT v2.4.0.8
DEBT (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
DEBT [Abstract]    
DEBT
NOTE 9. DEBT

The following table summarizes current and long-term portions of debt (in thousands).

September 30,
December 31,
2013
2012
Corporate segment:
Senior convertible revolving note, net
$
1,608
$
-
Senior convertible debentures, net
96
1,048
Subordinated convertible notes, net
5,230
4,041
Other
38
28
6,972
5,117
Brazil segment:
Capital expansion loans
5,021
5,555
Equipment financing
210
201
Working capital lines of credit
3,767
2,227
Advances on export letters of credit
3,189
3,953
Special tax programs
2,618
2,531
14,805
14,467
Total debt
21,777
19,584
Current portion
9,422
8,003
Long-term portion
$
12,355
$
11,581

Corporate Segment

As of September 30, 2013, our convertible debt consists of the following components (in thousands):

Senior
Subordinated
Convertible
Senior
Convertible Notes
Revolving
Convertible
Halpern
Other
Note
Debentures
Entities
Investors
Total
Principal outstanding
$
1,558
$
97
$
2,600
$
3,419
$
7,674
Discount
(41
)
(3
)
(470
)
(3,419
)
(3,933
)
Derivative conversion liabilities
91
2
1,267
1,833
3,193
Debt
$
1,608
$
96
$
3,397
$
1,833
$
6,934
Debt - current portion
$
1,608
$
96
$
-
$
-
$
1,704
Debt - long-term portion
-
-
3,397
1,833
5,230
 
Senior Convertible Revolving Note

Under a revolving credit facility with TCA Global Credit Master Fund, LP (TCA), effective May 2013, as amended July 2013 and October 2013, we may borrow up to $8 million, based on the amount of eligible accounts receivable we provide to secure the repayment of the amounts borrowed. We expect the amount of our eligible receivables will limit our ability to borrow under this facility, such that our outstanding borrowings at any time are less than approximately $2.8 million. Borrowings under the agreement are evidenced by a revolving note which accrues interest at the rate of 12% per year and is due in January 2014. We owe TCA various other fees under the agreement that are expected to average approximately 7% of average borrowings per year.

USA segment accounts receivable collections are required to be directed to a TCA owned account. Collections TCA receives, in excess of amounts due for interest and fees and mandatory minimum cumulative repayments are treated as additional repayments and reduce amounts outstanding. There are minimum repayments beginning in January 2014 and the note must be repaid in full by November 2014. Minimum cumulative repayments are $0.6 million as of March 2014, $1.3 million as of June 2014 and $2.2 million as of September 2014. Until cumulative repayments equal the required minimum, TCA may withhold 20% of collections. We may request, on a weekly basis, that TCA advance us any amounts collected in excess of amounts (i) due for interest and fees and (ii) required to meet the minimum cumulative repayments. During the second and third quarters of 2013, amounts outstanding under the agreement averaged $0.5 million and $1.5 million.

In May 2013, we borrowed $1.4 million under the TCA revolving note (first tranche). The proceeds net of cash expenses totaled $1.2 million and were used to (i) pay down $0.4 million of debt, (ii) fund a $0.5 million investment in Nutra SA and (iii) for general corporate purposes. In addition to cash expenses, we issued TCA 10,593 shares of our common stock with a market value of $0.2 million at issuance. We also issued warrants to investment bankers with a fair value of $0.1 million for the purchase of 6,000 shares of common stock, exercisable at $0.08 per share, through May 2018. The total $0.5 million costs incurred with the first tranche closing, consisting of $0.3 million of cash expenses and the $0.2 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets and are being amortized to interest expense over the term of the note.

In July 2013, we borrowed an additional $0.6 million under the TCA revolving note (second tranche). The net proceeds of $0.6 million were used to make a $0.1 million investment in Nutra SA and for general corporate purposes. In addition to cash expenses, we issued TCA 20,000 shares of our common stock with a market value of $0.2 million at issuance. We issued warrants to investment bankers with a fair value of less than $0.1 million for the purchase of 2,571 shares of common stock, exercisable at $16.00 per share through July 2018. The total $0.3 million costs incurred with the second tranche closing, consisting of $0.1 million of cash expenses and the $0.1 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets and are being amortized to interest expense over the remaining term of the note.

In October 2013, we borrowed an additional $0.8 million under the TCA revolving note (third tranche). The net proceeds of $0.7 million were used to make a $0.3 million investment in Nutra SA and for general corporate purposes. In addition to cash expenses, we issued TCA 6,667 shares of our common stock with a market value of $0.1 million at issuance. We issued warrants to investment bankers with a fair value of less than $0.1 million for the purchase of 3,429 shares of common stock, exercisable at $16.00 per share through October 2018. The total $0.1 million costs incurred with the third tranche closing, consisting of $0.1 million of cash expenses and the $0.1 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets in the third quarter of 2013 and are also being amortized to interest expense over the remaining term of the note.

We have guaranteed that TCA will realize a minimum of $0.5 million when shares of our common stock issued in connection with the three tranches are sold and, as a result of the amendment in October 2013, we must redeem the shares for a cash amount equal to the minimum in monthly installments beginning in January 2014 and ending in October 2014. As of September 30, 2013, the 30,593 shares of common stock issued to TCA in connection with the first and second tranches, are recorded in temporary equity at $0.4 million, the fair value of the shares at issuance, which exceeds the redemption value of the shares at September 30, 2013. The 6,667 shares of common stock issued to TCA in October 2013, will also be carried in temporary equity at the greater of their fair value at issuance or their current redemption value, until the redemption feature lapses.

Upon an event of default, as defined in the agreement, TCA has the right to voluntarily convert all or any portion of the outstanding principal, interest and other amounts due under the agreement into shares of our common stock at a conversion price equal to 85% of the lowest daily volume weighted average price during the five trading days immediately prior to the conversion date. Because the conversion feature could require us to issue an indeterminate number of shares for settlement, the conversion feature is a derivative liability, classified as debt on our balance sheets. If TCA voluntarily converts, we have guaranteed that TCA will realize a minimum per share, when shares of our common stock issued in connection with the conversion are sold, equal to the volume weighted average price of our common stock during the five trading days immediately prior to the conversion date. As a result of the $0.1 million conversion liability associated with the first tranche and second tranches, we recorded debt discounts at issuance totaling $0.1 million which are amortizing to interest expense over the term of the revolving note. At September 30, 2013, the conversion liability on the revolving note was $0.1 million.

During the term of the agreement, the Corporate and USA segments may not without TCA’s consent or approval, among other things, (i) enter into new debt (ii) make any new investments, except capital expenditures less than $0.3 million per year, (iii) issue or redeem stock, (iv) declare or pay dividends or make other distributions to shareholders, and (v) make loans and distributions of assets to any persons, including affiliates.

In connection with the TCA transaction, our factoring agreement was cancelled and we paid the $0.1 million outstanding balance on the agreement in the second quarter of 2013.

Senior Convertible Debentures

In the first and second quarter of 2013, the holder of the debentures converted $0.1 million and $0.3 million of the outstanding principal into 7,000 shares and 21,429 shares of our common stock, at a conversion price of $14.00. We recognized, for each conversion, a loss on extinguishment of $0.1 million, representing the difference between the market values of the shares of common stock issued and the $0.1 million and $0.4 million carrying amounts of the debt (including the related derivative conversion liability), on the date of conversion.

Under a May 2013 amendment to the senior convertible debenture, we agreed to (i) prepay $0.3 million of the of the outstanding principal and (ii) issue 18,571 shares of common stock to the holder, and the holder agreed to share its senior interest in its collateral pari passu with TCA. The remaining $0.2 million principal is payable in equal monthly installments from July 2013 through December 2013. Prior to the amendment, principal was due in equal monthly installments from June 2013 to January 2014. We expensed the $0.3 million fair value of the shares issued in connection with the amendment and the $0.01 million cash amendment fees as loss on extinguishment.

Subordinated Convertible Notes

In the second quarter of 2013, we issued subordinated convertible notes and related warrants, which are described in the chart below.

Issuance
Principal Amount of Notes (in thousands)
Creditor's Debt Conversion Right
Stated Annual Interest Rate on Debt
Maturity Date of Debt
Number of Shares Under Warrant
Exercise Price of Warrant
Expiration Date of Warrant
Subordinated Convertible Notes and Warrants
$
538
Convertible immediately at $14.00 per share
10
%
July 2015 or
July 2016
38,400
Exercisable immediately at $16.00 per share
July 2017 or May 2018

The convertible debt and warrants listed in the table above contain full ratchet antidilution provisions and require the holders to provide us with 61 day notice prior to conversion or exercise if the holder would have a beneficial ownership interest in excess of 4.99% immediately after conversion or exercise. The $0.5 million of proceeds from issuance of the convertible notes and related warrants was used for repayment of debt and for general corporate purposes.

With regard to the issuances of convertible notes and related warrants listed in the table above, the total of (i) the $0.5 million fair value of the conversion features issued, (ii) the $0.5 million fair value of the liability warrants issued and (iii) the $0.1 million fair value of our common stock issued, exceeded the $0.5 million proceeds from these issuances, therefore we recorded financing costs of $0.6 million in the second quarter of 2013. The initial debt discounts recorded for the convertible notes equaled the principal amount of the notes at issuance. Because the fair value at issuance of the conversion features and warrants exceeded the proceeds from these issuances, in each case, under the effective interest method, this will result in the debt discount being expensed when the principal of the note matures or is redeemed, in proportion to the principal reduction.

In May 2013, we entered into agreements to allow each holder of existing subordinated convertible notes and warrants to invest in additional notes and related warrants and which provided that each holder making an additional investment (i) receive 0.0125 shares of our common stock for each dollar invested and (ii) agree to extend the maturity date for all of their notes to July 2016. Further, each holder of outstanding convertible notes could elect (PIK Election), in lieu of receiving cash interest payments otherwise payable though June 2014 on their existing convertible notes to receive (i) an increase in the number of shares of common stock underlying their notes (ii) an equity warrant to purchase shares of our common stock and (ii) 0.0125 shares of our common stock for each dollar of interest otherwise payable through June 2014. Holders making an additional investment were deemed under the agreement to have made a PIK Election.

One holder made an additional investment in a subordinated convertible note and related warrant of $0.4 million in May 2013 (included in the issuances discussed two paragraphs above), and, as a result, (i) the maturity date on the holder’s outstanding convertible notes in the principal amount of $1.1 million was extended from July 2015 to July 2016 and (ii) we issued 5,000 shares of common stock to the holder. No gain or loss was recognized as a result of the extension of the maturity date of the existing notes as the terms were not substantially different.

Other holders of convertible notes in the principal amount of $0.3 million made the PIK Election, without making an additional investment.

As a consequence of the PIK Elections, in the second quarter of 2013, we issued 3,026 shares of common stock with a fair value of $0.2 million. In lieu of paying certain interest, we (i) increased the shares of common stock underlying the holders’ convertible notes and (ii) issued the holders warrants (PIK warrants) at an exercise price of $16.00 per share, and a May 2018 expiration, as described in the table below:

Issuance
Second
Quarter of 2013
Third
Quarter of 2013
Increase in Shares of Common Stock Underlying PIK Warrant
4,346
3,263
Increase in Shares of Common Stock Underlying Notes
4,346
3,263
Increase in Note Principle Under PIK Election
$
60,842
$
45,688

The PIK warrants issued after we entered into the TCA debt agreement are carried as derivative liabilities because the TCA debt is convertible into an indeterminate number of shares in the event of a default. Those warrants had a value of less than $0.1 million as of September 30, 2013. Other PIK warrants were recorded in equity at their grant date fair value (less than $0.1 million). We recognized a loss on extinguishment for the difference between the fair value of the consideration issued and the accrued interest as of the date of the PIK election. Changes in fair value from increases in the shares of common stock underlying the PIK warrants and underlying the related convertible notes, related to the PIK Elections are recorded as interest expense.

Other Notes

In the second quarter of 2013, we also issued to Mr. Halpern a promissory note in the principal amount of $0.1 million, which was paid in full later in the quarter.

Brazil Segment

All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on export letters of credit which are denominated in U.S. Dollars.

In the first quarter of 2013, Irgovel received R$2.0 million ($1.0 million at the first quarter exchange rate) under a working capital line of credit agreement. The lending bank withheld R$1.0 million ($0.5 million) of the amount borrowed in a bank account, until the second quarter of 2013, when Irgovel had sufficient accounts receivable in its borrowing base to withdraw the funds. The working capital line is payable in monthly installments through September 2015 and bears interest at 17.0% per year.

In the third quarter of 2013, Irgovel converted R$1.6 million of payroll taxes payable into a debt agreement, payable in monthly installments through June 2018 and bears interest at 12.0% per year.
NOTE 10. DEBT

The following table summarizes current and long-term portions of debt (in thousands):

 
 
As of December 31,
 
 
 
2012
  
2011
 
Corporate and USA segments:
 
  
 
Senior convertible debentures, net
 
$
1,048
  
$
-
 
Subordinated convertible notes, net
  
4,041
   
2,126
 
Factoring agreement
  
28
   
262
 
Other
  
-
   
507
 
 
  
5,117
   
2,895
 
Brazil segment:
        
Working capital lines of credit
  
2,227
   
1,778
 
Capital expansion loans
  
5,555
   
3,789
 
Equipment financing
  
201
   
214
 
Advances on export letters of credit
  
3,953
   
2,838
 
Special tax programs
  
2,531
   
3,211
 
 
  
14,467
   
11,830
 
Total debt
  
19,584
   
14,725
 
Current portion
  
8,003
   
6,792
 
Long-term portion
 
$
11,581
  
$
7,933
 
Required future minimum payments on our debt as of December 31, 2012, follow (in thousands).

 
 
Corporate and USA Segments
  
Brazil Segment
  
Total
 
2013
 
$
1,219
  
$
7,013
  
$
8,232
 
2014
  
108
   
1,283
   
1,391
 
2015
  
5,375
   
1,086
   
6,461
 
2016
  
-
   
983
   
983
 
2017
  
-
   
976
   
976
 
Thereafter
  
-
   
3,126
   
3,126
 
 
 
$
6,702
  
$
14,467
  
$
21,169
 

Corporate and USA Segments

Factoring Agreement

In January 2011, we entered into a domestic factoring agreement which provides for a $1.0 million credit facility with a bank. We may only borrow to the extent we have qualifying accounts receivable as defined in the agreement. The facility automatically renews for another year on December 31, 2013, unless proper termination notice is given. The bank charges the greater of $2,000 per month or a 2.0% fee on any borrowing. The 2.0% fee increases incrementally for any qualified account with a balance that remains outstanding in excess of 45 days. The average borrowings under this agreement totaled $0.1 million in 2012 and 2011.

Convertible Debt Outstanding as of December 31, 2012

Convertible debt instruments outstanding as of December 31, 2012, are listed below.

Issuance
Issuance Date of Debt
 
Principal Amount of Debt (in thousands)
 
Creditor's Debt Conversion Right
 
Stated Annual Interest Rate on Debt
 
Maturity Date of Debt
Senior Convertible Debentures
 
July 2012
 
$
1,299
 
Convertible January 2013 at $14.00 per share
 
NA
 
January 2014
Subordinated Convertible Note
August 2012
  
150
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Notes
July 2012
  
850
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Note
May 2012
  
50
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Notes
January 2012
  
4,325
 
Convertible immediately at $14.00 per share
  
10
%
July 2015

All of the convertible debt instruments listed above contain full ratchet antidilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise.

In January 2012, we issued a senior convertible debenture and related warrant for $0.8 million, a $0.1 million discount from the debenture’s stated principal amount. We received cash proceeds of $0.6 million, net of cash financing costs. In the third quarter of 2012, this January 2012 debenture was exchanged for a July 2012 debenture with a stated principal amount of $1.0 million, representing the original principal amount plus interest which will accrue through the replacement debenture’s January 2014 maturity. In July 2012, we also issued a new senior convertible debenture and related warrant and received $0.2 million in proceeds, net of financing costs. Each of the July 2012 debentures is convertible immediately at $14.00 per share. Commencing February 2013, we are required to redeem 1/12th of the $1.3 million combined principal each month until the January 2014 maturity date. In lieu of a cash redemption we may elect to redeem the debentures by issuing a number of shares of common stock equal to the monthly redemption amount divided by the lesser of (i) the current debenture conversion price or (ii) 80% of the 20-day volume weighted average trading price of our common stock or (iii) the volume weighted average trading price of our common stock on the day immediately prior to the redemption date less $0.01. The number of shares delivered may not exceed 20% of the number of shares traded in the 20-day trading period prior to payment. The debentures are secured by a senior interest in substantially all of our assets, excluding our interest in Nutra SA. Pursuant to the terms of the debentures, we may not pay any dividends while the debenture is outstanding. Under the terms of the original January 2012 debenture, we had been required to redeem 1/12th of the $0.9 million principal each month commencing August 2012 until the July 2013 maturity date.

The January and May 2012 subordinated convertible notes with a face amount of $4.4 million, and the related warrants, were issued in exchange for $1.8 million cash, net of issuance costs, and surrender of then outstanding convertible notes with original principal totaling $2.3 million and a related warrant (old notes and old warrant). Interest is payable monthly at an annual rate of 10%. The notes are secured by a junior interest in substantially all of our assets, excluding our interest in Nutra SA. The old notes and old warrant were held by Baruch Halpern, who became a director concurrent with the January 2012 transaction. In exchange for surrendering the old notes and old warrant and an additional $0.1 million cash investment, we issued a $2.5 million subordinated convertible note and related warrant to a trust beneficially owned by Mr. Halpern (the Halpern Trust).

The July and August 2012 subordinated convertible notes with a face amount of $1.0 million, and the related warrants, were issued in exchange for $0.9 million cash, net of issuance costs. The notes are also secured by a junior interest in substantially all of our assets, excluding our interest in Nutra SA. The notes and warrants were issued to four investors who had purchased January and May 2012 subordinated convertible notes and warrants. We issued a $0.1 million subordinated convertible note and related warrant to an entity beneficially owned by Mr. Halpern (together with the Halpern Trust referred to as the Halpern Entities).

As of December 31, 2012, our convertible debt consists of the following components (in thousands):

 
 
  
Notes
  
 
 
 
Debentures
  
Halpern Entities
  
Other Investors
  
Total
 
Principal outstanding
 
$
(1,299
)
 
$
(2,600
)
 
$
(2,775
)
 
$
(6,674
)
Discount
  
422
   
587
   
2,775
   
3,784
 
Derivative conversion liabilities
  
(171
)
  
(980
)
  
(1,048
)
  
(2,199
)
Debt
 
$
(1,048
)
 
$
(2,993
)
 
$
(1,048
)
  
(5,089
)
 
                
Debt - current portion
 
$
(962
)
 
$
-
  
$
-
  
$
(962
)
Debt - long-term portion
  
(86
)
  
(2,993
)
  
(1,048
)
  
(4,127
)

The discount recorded on the subordinated convertible note held by the Halpern Trust and the replacement senior convertible debenture, and the related deferred finance costs are amortized to interest expense under the effective interest method. As a result we are recognizing interest expense on the Halpern Trust subordinated convertible note at an effective interest rate of 20.9% and on the replacement senior convertible debenture at an effective interest rate of 25.1%.

The debt discounts on the other senior convertible debentures and subordinated convertible notes are also being amortized to interest expense under the effective interest method. However, because the fair value at issuance of the conversion features and warrants exceeded the proceeds from these issuances, in each case, under the effective interest method, this will result in the debt discount being expensed when the principal of the convertible debt matures or is redeemed, in proportion to the principal reduction. Deferred finance costs are also being amortized to interest expense under the effective interest method, in a similar fashion.

During 2012 and 2011, we recognized $0.3 million and $0.2 million of accreted interest on the convertible debt. We made no principal payments on convertible debt during 2012 or 2011.

2012 Convertible Debt Issuances

A summary of the allocation of the proceeds from the 2012 issuances of the senior convertible debenture, subordinated convertible notes and related warrants follows (in thousands).

 
 
First and Second Quarter of 2012
  
Third Quarter of 2012
  
 
 
 
Debenture
  
Notes and Warrants
  
Debentures and Warrants
  
Notes and Warrants
  
 
 
 
and
  
Halpern
  
Other
  
  
Replace-
  
Halpern
  
Other
  
 
 
 
Warrant
  
Entities
  
Investors
  
New
  
ment
  
Entities
  
Investors
  
Total
 
(Increases) decreases in:
 
  
  
  
  
  
  
  
 
Debt - principal
 
$
(870
)
 
$
(2,500
)
 
$
(1,875
)
 
$
(290
)
 
$
(139
)
 
$
(100
)
 
$
(900
)
 
$
(6,674
)
Debt - discount
  
870
   
630
   
1,875
   
290
   
(661
)
  
100
   
900
   
4,004
 
Debt - derivative conversion liabilities
  
(296
)
  
(1,942
)
  
(1,448
)
  
(128
)
  
(105
)
  
(69
)
  
(583
)
  
(4,571
)
Derivative warrant liabilities
  
(648
)
  
(2,473
)
  
(1,848
)
  
(273
)
  
(907
)
  
(88
)
  
(746
)
  
(6,983
)
Debt (carrying amount of old note)
  
-
   
2,152
   
-
   
-
   
-
   
-
   
-
   
2,152
 
Equity
  
-
   
1,089
   
-
   
-
   
-
   
-
   
-
   
1,089
 
Loss on extinguishment
  
-
   
2,986
   
-
   
-
   
1,955
   
-
   
-
   
4,941
 
Financing expense
  
168
   
-
   
1,376
   
141
   
27
   
59
   
413
   
2,184
 
Other long -term assets - deferred finance costs
  
144
   
65
   
134
   
23
   
(148
)
  
4
   
73
   
295
 
Proceeds, net of finance costs
  
632
   
(7
)
  
1,786
   
237
   
(22
)
  
94
   
843
   
3,563
 

We accounted for the July 2012 issuance of the replacement senior convertible debenture in the principal amount of $1.0 million and related warrant as a significant modification to the January 2012 debenture and related warrant. We recognized a loss on extinguishment for the difference between the fair value of the senior convertible debenture and warrant issued and the total of (i) the fair values of the conversion features embedded in the January 2012 debenture (ii) the carrying amount of the old debenture (zero) and (iii) the proceeds received, net of issue costs.

We accounted for the January 2012 issuance of the $2.5 million subordinated convertible note and related warrant to the Halpern Trust as a significant modification to the old notes and warrant held by Mr. Halpern. We recognized a loss on extinguishment for the difference between the fair value of the subordinated convertible note and warrant issued, and the total of (i) the fair values of the conversion features embedded in the old notes, (ii) the fair value of the old warrant, (iii) the carrying amount of the old notes and (iv) the proceeds received, net of issue costs. The old notes’ embedded conversion features and the old warrant did not qualify as separate derivative liabilities and, therefore, we reduced equity by the January 2012 fair value of the embedded conversion features and warrant.

The other issuances of senior convertible debentures, subordinated convertible notes and related warrants were not accounted for as significant modifications and the $3.6 million proceeds from those issuances were allocated to convertible debt and warrants. In each case, the fair value of the warrants and embedded conversion features exceeded the proceeds received, which resulted in the recognition of financing expense on the date of issuance.

Changes in the fair value of the derivative conversion and warrant liabilities subsequent to issuance are recognized in change in fair value of derivative warrant and conversion liabilities in the statement of operations. The changes in fair value of derivative liabilities as a result of the July 2012 amendment to the January 2012 and May 2012 subordinated convertible notes and related warrants, are also included in change in fair value of derivative warrant and conversion liabilities in the statement of operations. As a result of a July 2012 amendment, the exercise price on the warrants related to the January 2012 and May 2012 subordinated convertible notes decreased from $24.00 per share to $16.00 per share and the number of underlying shares was increased proportionately. In addition the terms of all of the subordinated convertible notes outstanding, were modified such that the maturity date was extended from January and May 2015 to July 2015.

The $2.4 million of the $3.6 million in proceeds from the 2012 issuances of convertible debt and related warrants were used to make the final distributions to the unsecured creditors in January 2012 and the remainder was used for general corporate purposes.

2011 Convertible Debt Issuances

During 2011, we issued several convertibles notes, with related warrants to our financial advisor, who became a director of RiceBran Technologies in January 2012. Below is a summary of the transactions.

Transaction
 
 
Principal amount of Note(s) (in thousands)
  
Stated Annual Interest Rate on Note(s)
  
Per Share Note Conversion Price
  
Cash Received in Transaction (in thousands)
  
Number of Shares Under Equity Warrant(s)
  
Average Exercise Price of Warrant(s)
 
First quarter 2011
(1)
 
$
500
   
10
%
 
$
40.00
  
$
500
   
2,500
  
$
50.00
 
Second quarter 2011
(2)
  
730
   
10
%
  
46.00
   
230
   
3,650
   
46.00
 
Third quarter 2011, event A
(2)
  
270
   
10
%
  
46.00
   
270
   
1,350
   
46.00
 
Third quarter 2011, event B
(2)
  
730
   
10
%
  
46.00
   
730
   
3,650
   
46.00
 
Fourth quarter 2011
(3)
  
2,323
   
10
%
  
40.00
   
550
   
11,616
   
44.00
 
Total in 2011
 
             
$
2,280
   
22,766
     

(1)The convertible note and the related warrant issued in the first quarter of 2011, were terminated and cancelled in the second quarter of 2011 when the second quarter transaction occurred.
(2)The convertible notes and related warrants issued in the second and third quarters of 2011, were terminated and cancelled in the fourth quarter of 2011 when the fourth quarter transaction occurred.
(3)The convertible notes and related warrants issued in the fourth quarter of 2011, were terminated and cancelled in the first quarter of 2012, when a subordinated convertible note was issued to the Halpern Entities, as described further below.

The proceeds received from these transactions were allocated to convertible notes and warrants. We concluded in each case that the warrants were indexed to our common stock and should be recorded as equity. We determined the fair value of each warrant. We then determined the fair value of each convertible note as the total of (i) the fair value of the note, determined by discounting cash flows of the payments due under the note at 25%, plus (ii) the fair value of the related conversion feature. Based on the relative fair values, we allocated the proceeds to the convertible note and equity for the warrant portion. In each case, we concluded that the embedded conversion feature need not be accounted for as a derivative since it was indexed to our common stock. We then determined whether the conversion feature was a beneficial conversion feature based on the effective conversion price. If there was a beneficial conversion feature, the amount of that feature was recorded in equity with an offsetting increase in debt discount for that convertible note.

We recognized no gain or loss as a result of the 2011 refinancing of any of the convertible notes. During 2011, we received a total of $2.3 million from issuance of the notes and related warrants. We recorded in equity $0.5 million for the warrants and the beneficial conversion features, $0.1 million to other assets and $1.9 million to debt.

Brazil Segment

All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on export letters of credit which are denominated in U.S. Dollars.

Capital Expansion Loans

In December 2011, Irgovel entered into agreements with the Bank of Brazil. Under the agreements, Irgovel may borrow up to R$2.8 million on one agreement and R$6.7 million on another agreement (a total of $4.7 million based on the December 31, 2012 exchange rate). The annual interest rate on the loans is 6.5%. Interest is payable quarterly on the amounts outstanding and the maturity date of the loans is December 2021. Irgovel must make monthly principal payments under each of the loans with the first payment due on January 2014. Irgovel used R$1.5 million of the proceeds for working capital purposes and the remainder for the purchase of equipment and machinery.

In July 2012, Irgovel entered into a third agreement with the bank under which it borrowed R$1.7 million ($0.9 million based on the December 31, 2012 exchange rate) for the purchase of certain equipment at an annual interest rate of 5.5%. Interest is payable quarterly on the amounts outstanding and the maturity date of the loans is July 2019. Irgovel must make monthly principal payments under the loan with the first payment due August 2015. The loan is secured by the related equipment.

Equipment Financing

Irgovel has entered into certain equipment financing arrangements with annual interest rates that range from 13.5% to 21.5%, and average 16.2%. Interest and principal on this debt is payable monthly and payments extend through March 2016. This debt is secured by the related equipment.

Working Capital Lines of Credit

Irgovel has working capital lines of credit secured by accounts receivable. The total amount of borrowing capacity is R$3.6 million ($1.8 million based on the December 31, 2012, exchange rate) but cannot exceed 40%-100% of the collateral, depending on the agreement. The annual interest rates on this debt range from 12.4% to 44.5%, and average 23.3%. Principal maturities of amounts outstanding at December 31, 2012, extend through May 2014.

Advances on Export Letters of Credit

Irgovel obtains advances against certain accounts receivable backed by export letters of credit. The annual interest rates on these advances range from 3.7% to 8.0%, and average 5.6%. Principal maturities of amounts outstanding at December 31, 2012, extend through July 2013.

Special Tax Programs

Irgovel has unsecured notes payable for Brazilian federal and social security taxes under a special Brazilian government tax program. Amounts due under the special tax program are part of an amnesty program relative to unpaid taxes that existed prior to our acquisition of Irgovel in 2008. Principal and interest payments are due monthly through 2022. Interest on the notes is payable monthly at the Brazilian SELIC target rate, which was 7.3% at December 31, 2012.

Irgovel qualified for a modification of one of its special tax program debts. The debt was lowered by $0.3 million in the second quarter of 2011 in exchange for a reduction in available net operating losses for Brazil tax purposes valued at $0.3 million. We recorded no gain or loss on the transaction. Prior to the modification the maturities on this debt ranged from 2011 through 2017. As modified, debt maturities range from 2011 through 2022.
XML 75 R28.htm IDEA: XBRL DOCUMENT v2.4.0.8
EMPLOYEE BONUS PLAN (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
EMPLOYEE BONUS PLAN [Abstract]    
EMPLOYEE BONUS PLAN
NOTE 11. EMPLOYEE BONUS PLAN

In 2010, our board of directors approved a cash incentive bonus plan. As of November 12, 2013, the plan, as amended, provides for payment of $0.6 million to employees, still employed at the time of payment, when (i) we are cash flow positive, defined by our board as earnings before interest, taxes, depreciation, amortization and certain non-cash charges, and (ii) cash is available for the payment as determined by our board at its sole discretion. In 2013, our board of directors approved an executive bonus plan which provides for payments of $0.3 million to employees, still employed at the time of payment, when cash is available for the payment as determined by our board at its sole discretion. Because the consolidated operating cash flow and cash availability conditions were not met as of September 30, 2013, and December 31, 2012, our board of directors has not approved payments and no accruals have been recorded for these bonuses.
NOTE 16. EMPLOYEE BONUS PLAN

In 2010, our board of directors approved a cash incentive bonus plan. As of December 31, 2012, the plan provided for payment of $0.5 million to employees, employed at the time of payment, if all of the following conditions are met: (i) court approval of our Plan of Reorganization and successfully exiting the Chapter 11 bankruptcy process, (ii) being cash flow positive, defined by our board as earnings before interest, taxes, depreciation, amortization and certain non-cash charges, and (iii) cash availability as determined by our board at its sole discretion. Because the consolidated operating cash flow condition and cash availability condition were not met as of December 31, 2012 and 2011, our board of directors has not approved payments and no accruals have been recorded.
XML 76 R32.htm IDEA: XBRL DOCUMENT v2.4.0.8
SUBSEQUENT EVENTS (10-K)
 12 Months Ended
Dec. 31, 2012
SUBSEQUENT EVENTS [Abstract]  
Subsequent Events
NOTE 20. SUBSEQUENT EVENTS

In 2011, we entered into a joint research and development agreement with a partner with the goal of developing technology to extract and concentrate protein from rice bran. In March 2013, the agreement was mutually terminated. We each received (i) the right to separately develop, modify and improve the jointly developed technology and (ii) nonexclusive, nonroyalty-bearing license rights to separately exploit the technology. We agreed to pay the partner a total of $1.3 million, which is payable in four equal quarterly installments beginning June 2013, or, alternatively, $1.2 million as a lump sum in June 2013.

In March 2013, W. John Short (CEO and director) and Baruch Halpern (director) loaned us collectively $0.1 million.

In March 2013, our board of directors agreed to defer receipt of their cash board fees for an indeterminate period of time.
XML 77 R71.htm IDEA: XBRL DOCUMENT v2.4.0.8
CHAPTER 11 REORGANIZATION, LIQUIDITY AND MANAGEMENT'S PLANS (Details) (10-K) (USD $)
In Millions, unless otherwise specified
 1 Months Ended 12 Months Ended
Jan. 31, 2012
Dec. 31, 2012
Dec. 31, 2010
Nov. 30, 2010
Dec. 31, 2009
Chapter 11 Reorganization [Abstract]          
Liabilities subject to compromise         $ 7.0
Interest rate (in hundredths)     8.25% 0.38%  
Bankruptcy claims, amount paid to settle claims $ 1.6 $ 7.0      
Repayments to unsecured creditors, percentage of total claims (in hundredths)   100.00%      
XML 78 R101.htm IDEA: XBRL DOCUMENT v2.4.0.8
COMMITMENTS AND CONTINGENCIES (Details) (10-Q)
In Millions, unless otherwise specified
 9 Months Ended 9 Months Ended
Sep. 30, 2013
USD ($)
Sep. 30, 2013
BRL
Sep. 30, 2013
Sellers [Member]
USD ($)
Dec. 31, 2012
Sellers [Member]
USD ($)
Dec. 31, 2011
Sellers [Member]
USD ($)
Feb. 06, 2009
Sellers [Member]
USD ($)
Jan. 31, 2008
Sellers [Member]
USD ($)
Sep. 30, 2013
Diabco Life Sciences, LLC [Member]
USD ($)
Dec. 31, 2012
Diabco Life Sciences, LLC [Member]
USD ($)
Sep. 30, 2013
Pending Litigation [Member]
Former Irgovel Stockholder David Resyng [Member]
USD ($)
Dec. 31, 2012
Pending Litigation [Member]
Former Irgovel Stockholder David Resyng [Member]
USD ($)
Loss Contingencies [Line Items]                      
Damages sought by plaintiff                 $ 0.5 $ 3.0 $ 3.0
Amount of second installment on purchase agreement being withheld       1.0   1.0          
Amount held in escrow     1.9 1.9 1.9 2.0 2.0        
Amount of escrow liability in accrued expenses     1.3 1.4 1.9            
Pre-acquisition contingencies     0.7 0.6              
Escrow balance available to settle remaining contingencies     1.4 1.4              
Parent Company contribution to Nutra SA (in hundredths) 90.00% 90.00%                  
Future capital expenditures 1.1 2.5                  
Future capital expenditures included in accounts payable 0.6 1.3                  
Future capital expenditure contract 0.4 1.0                  
Period of court trial               1 day      
Total damages stipulated by defendant               0.9      
Damages expected to be awarded by court               $ 0.9      
XML 79 R37.htm IDEA: XBRL DOCUMENT v2.4.0.8
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract]    
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA
NOTE 5. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA

We hold a variable interest which relates to our equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).

September 30,
December 31,
2013
2012
Cash and cash equivalents
$
478
$
562
Other current assets (restricted $2,154 and $2,505)
4,370
5,675
Property, net (restricted $5,231 and $5,757)
18,319
19,690
Goodwill and intangibles, net
5,185
6,215
Other noncurrent assets
24
54
Total assets
$
28,376
$
32,196
Current liabilities
$
6,007
$
5,141
Current portion of long-term debt (nonrecourse)
7,679
7,013
Long-term debt, less current portion (nonrecourse)
7,126
7,454
Other noncurrent liabilities
93
1,871
Total liabilities
$
20,905
$
21,479

Nutra SA’s debt is secured by its accounts receivable and property. Our parent company and our non-Brazilian subsidiaries do not guarantee any of Nutra SA’s debt.

A summary of changes in redeemable noncontrolling interest for the three and nine months ended September 30, 2013 and 2012, follows (in thousands).

Three Months
Nine Months Ended
2013
2012
2013
2012
Redeemable noncontrolling interest in Nutra SA, beginning of period
$
7,836
$
8,340
$
9,262
$
9,918
Investors' interest in net loss of Nutra SA
(605
)
(212
)
(1,633
)
(1,184
)
Investors' interest in other comprehensive loss of Nutra SA
(43
)
137
(441
)
(469
)
Investors' purchase of additional units of Nutra SA
300
-
300
-
Redeemable noncontrolling interest in Nutra SA, end of period
$
7,488
$
8,265
$
7,488
$
8,265

In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors). The Investors’ interest was 49.0% in all periods presented, until September 2013, when it increased to 49.7% as a result of the Investors’ contribution of an additional $0.3 million to Nutra SA. In October 2013, we transferred an additional $0.3 million in cash to Nutra SA and in November 2013, the Investors contributed $0.9 million for additional units of Nutra SA, and the Investor’s interest decreased to 49.1%. The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest.

Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have the right to force a sale of Nutra SA assets in the future (see Drag Along Rights described below). We have assessed the likelihood of the Investors exercising these rights as less than probable at September 30, 2013. We will continue to evaluate the probability of the Investors exercising their Drag Along Rights each reporting period. We will begin to accrete the redeemable noncontrolling interest up to fair value if and when it is probable the Investors will exercise these rights.

We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA.

Under the limited liability company agreement for Nutra SA (LLC agreement), as amended, any units held by the Investors beginning January 1, 2014, accrue a yield at 4% (the Yield). Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors. Until March 31, 2014, or if at any time Nutra SA is past due on its obligations to pay the Investors the Yield, all amounts due to us for management fees or for shared employees as provided under the LLC Agreement shall be tolled and remain unpaid until all past due amounts, if any, owed to the Investors have been paid in full.

Following the payment of the Yield, Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to the Investors in an amount equal to a multiplier (Preference Multiple) times the Investors’ capital contributions, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests. The Preference Multiple is currently 2.3.

Under an October 2013 amendment of investment agreements, in November 2013, the Investors contributed an additional $0.9 million for units in Nutra SA and have the right to invest additional funds before December 31, 2013. We also agreed to pay to Nutra SA ninety percent of any funds received (when and if received) from our restricted cash (see the Commitment and Contingencies note), with no resulting change in our Nutra SA voting rights. The Preference Multiple may change as of December 31, 2013, to an amount dependent on fundings made by us (including from restricted cash) and the Investors in November and December 2013. If the we fail to purchase at least $3.0 million of units between November 1 and December 31, 2013, an event of default will be automatically declared January 1, 2014, and the Preference Multiple will increase to 2.5 . If at any time after November 1, 2013, our contributions for additional Nutra SA units between November 1 and December 31, 2013, plus funds contributed to Nutra SA from restricted cash, exceed the total of the Investor’s fourth quarter 2013 contributions by more than $4.0 million, the Preference Multiple will be reduced to 2.0.

In the second and third quarters of 2013, we transferred $0.7 million and $0.1 million in cash to Nutra SA. In exchange, title was returned to us for certain equipment contributed to Nutra SA in December 2012 with an historical cost of $0.2 million.

Under the LLC agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA.

As of September 30, 2013, there have been no events of default. Events of default, as defined in the MIPA and the October 2013 amendment of investment agreements, are:
·A Nutra SA business plan deviation, defined as the occurrence, for 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,
·A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters,
·A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds,
·Failure of Irgovel to meet minimum quarterly processing targets beginning in the second quarter of 2014, or
·Failure of Irgovel to achieve EBITDA of at least $4.0 million in any year after 2014.

As of September 30, 2013, there have been no qualifying events. The LLC agreement defines a qualifying event as any event prior to September 16, 2014, which results, or will result, in (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half or more of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.

The Investors have certain rights, summarized below, under an investor rights agreement and the LLC agreement, as further defined in the agreements.
·Conversion Rights – The Investors may exchange units in Nutra SA for equity interests in our subsidiaries. After any exchange, the Investors would possess the same rights and obligations with respect to the securities of our subsidiaries, as they have in Nutra SA.
·Global Holding Company (GHC) Roll-Up – If we form an entity, GHC, to hold our Brazil segment assets, the Investors may exchange units in Nutra SA for equity interests in GHC. The investors may exercise this right after the second anniversary of the formation of GHC or, if an event of default has occurred, after the GHC formation date. The appraised fair value of the Investors’ interest in Nutra SA would be used to determine the amount of ownership interest the Investors would receive in GHC.
·RiceBran Technologies Roll-Up – The Investors may exchange units in Nutra SA for our common stock.. This right is available upon the earlier of January 2014 or upon an event of default. We may elect to postpone our obligation to complete the roll-up to January 2015 if the roll-up would result in over 25% of our common stock being owned by the Investors. The appraised fair value of the Investors’ interest in Nutra SA and the market price of our stock would be used to determine the amount of ownership interest the Investors would receive.
·Drag Along Rights – The Investors have the right to force the sale of all Nutra SA assets after the earlier of January 1, 2015 or upon the failure to process a certain level of rice bran in the second and third quarters of 2014. The right terminates upon the occurrence of certain events (a $50 million Nutra SA initial public offering or a change of control, as defined). We may elect to exercise a right of first refusal to purchase the Investors’ interest instead of proceeding to a sale.

In evaluating whether we are the primary beneficiary of Nutra SA, we considered the matters which could be put to a vote of the members. Until there is an event of default or a qualifying event, the Investors’ rights and abilities, individually or in the aggregate, do not allow them to substantively participate in the operations of Nutra SA. The Investors do not currently have the ability to dissolve Nutra SA or otherwise force the sale of all its assets. They do have such rights in the future (Drag Along Rights as described above). We will continue to evaluate our ability to control Nutra SA each reporting period.

Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the LLC agreement.
NOTE 5. REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA

We hold a variable interest which relates to our equity interest in Nutra SA, LLC (Nutra SA). We are the primary beneficiary of Nutra SA, and as such, Nutra SA’s assets, liabilities and results of operations are included in our consolidated financial statements. The other equity holders’ interests are reflected in net loss attributable to noncontrolling interest in Nutra SA, in the consolidated statements of operations, and redeemable noncontrolling interest in Nutra SA, in the consolidated balance sheets. Our variable interest in Nutra SA is our Brazil segment. A summary of the carrying amounts of Nutra SA balances included in our consolidated balance sheets follows (in thousands).

 
 
December 31,
 
 
 
2012
  
2011
 
Cash and cash equivalents
 
$
562
  
$
3,290
 
Other current assets (restricted $2,505 at December 31, 2012)
  
5,675
   
6,641
 
Property, net (restricted $5,757 at December 31, 2012)
  
19,690
   
15,833
 
Goodwill and intangibles, net
  
6,215
   
7,556
 
Other noncurrent assets
  
54
   
21
 
Total assets
 
$
32,196
  
$
33,341
 
 
        
Current liabilities
 
$
5,141
  
$
3,851
 
Current portion of long-term debt (nonrecourse $7,013 at December 31, 2012)
  
7,013
   
5,469
 
Long-term debt, less current portion (nonrecourse $7,454 at December 31, 2012)
  
7,454
   
6,361
 
Other noncurrent liabilities
  
1,871
   
3,766
 
Total liabilities
 
$
21,479
  
$
19,447
 

Nutra SA’s debt is secured by its accounts receivable and property. Our parent company and our non-Brazilian subsidiaries do not guarantee any of Nutra SA’s debt.

A summary of changes in redeemable noncontrolling interest in Nutra SA follows (in thousands):

 
 
Investors' Ownership Interest After Transaction
  
2012
  
2011
 
Redeemable noncontrolling interest in Nutra SA, beginning of period
 
  
$
9,918
  
$
-
 
Investors' purchase of initial units - first quarter 2011
  
35.6
%
  
-
   
7,725
 
Investors' purchase of additional units - second quarter 2011
  
45.2
%
  
-
   
3,000
 
Investors' purchase of additional units - third quarter 2011
  
49.0
%
  
-
   
900
 
Investors' purchase of additional units - fourth quarter 2012
  
49.0
%
  
1,500
   
-
 
Investors' interest in net loss of Nutra SA
      
(1,627
)
  
(776
)
Investors' interest in accumulated other comprehensive income of Nutra SA
      
(529
)
  
(931
)
Redeemable noncontrolling interest in Nutra SA, end of period
     
$
9,262
  
$
9,918
 

In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors). The transaction closed in January 2011. The Investors agreed to purchase units in Nutra SA for an aggregate purchase price of $7.7 million. Prior to the transaction, Nutra SA was our wholly owned subsidiary. Nutra SA owns 100% of Irgovel. Initially after the closing, effective in January 2011, we owned a 64.4% interest in Nutra SA, and the Investors owned a 35.6% interest in Nutra SA. The Parent Company received $4.0 million of the January 2011 proceeds. The remaining $3.7 million, less $0.5 million retained by Nutra SA for administrative expenses, was invested in Irgovel for capital improvements and working capital needs.

We agreed to use $2.2 million of the funds received from the January 2011 transaction closing to repay amounts owed to the Class 6 general unsecured creditors in accordance with the Amended Plan. The remaining $1.8 million was used for general corporate purposes, other unsecured creditor claims and administrative expenses associated with the Chapter 11 Reorganization.

We received in 2011 an additional $3.9 million from the Investors - $1.9 million for the purchase of outstanding units in Nutra SA from us, which was used by the Corporate and USA segments for working capital, and $2.0 million for the purchase of new units in Nutra SA, which were used by the Brazil segment to fund a capital expansion. These purchases increased the Investors’ interest in Nutra SA to a 49.0% interest as of December 31, 2011.

In December 2012, we received an additional $1.5 million from the Investors for the purchase of new units in Nutra SA, which were used by the Brazil segment to fund a capital expansion. We made additional capital contributions valued at $1.5 million under the agreement, consisting of the right to use certain proprietary equipment and forgiveness of fees Nutra SA owed us. We must deliver and install the equipment at our expense, within 90 days after requested by either the Investors or Irgovel. The Investors’ interest remained 49.0% interest as of December 31, 2012.

The Investors have the right to subsequently purchase from Nutra SA up to an additional 750,000 units for another $1,500,000. If immediately prior to such purchase Nutra SA and Irgovel have sufficient cash to complete certain projects, then the units will have no voting rights.

We determined that we continued to control Nutra SA after each of the membership interest sale transactions and should continue to consolidate Nutra SA. We treated each transaction similar to an equity transaction, with no gain or loss recognized in consolidated net loss or comprehensive loss. The $0.3 million historical cost of the equipment we contributed in December 2012, is reflected in Nutra SA’s balance sheet, in the Brazil segment, as of December 31, 2012. The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest.

Redeemable noncontrolling interest in Nutra SA is recorded in temporary equity, above the equity section and after liabilities on our consolidated balance sheets, because the Investors have the right to force a sale of Nutra SA assets in the future (see Drag Along Rights described below). We have assessed the likelihood of the Investors exercising these rights as less than probable at December 31, 2012, in part because it is more likely the Investors will exercise other rights prior to January 2014. We will continue to evaluate the probability of the Investors exercising their Drag Along rights each reporting period. We will begin to accrete the redeemable noncontrolling interest up to fair value if and when it is probable the Investors will exercise these rights.

We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA.

In connection with the December 2012 capital contributions, we amended the limited liability company agreement for Nutra SA (LLC agreement). Pursuant to this amendment, among other things, any units held by the Investors after January 1, 2014, accrue a yield at 4% if a certain milestone condition is satisfied, and at 8% if the milestone condition is not satisfied (the Yield). The milestone condition relates to Nutra SA having performed all of the following: obtaining additional back financing, completion of the capital expansion project within certain spending limitations, and operation of the plant post expansion at targeted processing levels. Commencing with the first quarter of 2014, Nutra SA must make distributions to the Investors quarterly in the amount equal to the previously accrued and unpaid Yield plus any additional distributions owed to the Investors. Until March 31, 2014, or if at any time Nutra SA is past due on its obligations to pay the Investors the Yield, all amounts due to us for management fees or for shared employees as provided under the LLC Agreement shall be tolled and remain unpaid until all past due amounts, if any, owed to the Investors have been paid in full.

Following the payment of the Yield, Nutra SA must distribute all distributable cash (as defined in the LLC Agreement) to the members on March 31 of each year as follows: (i) first, to the Investors in an amount equal to 2.3 times the Investors’ capital contribution, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests.

Under the LLC agreement, the business of Nutra SA is to be conducted by the manager, currently our CEO, subject to the oversight of the management committee. The management committee is comprised of three of our representatives and two Investor representatives. Upon an event of default or a qualifying event, we will no longer control the management committee and the management committee will include three Investor representatives and two of our representatives. In addition, following an event of default or a qualifying event, a majority of the members of the management committee may replace the manager of Nutra SA.

As of December 31, 2012, there have been no events of default. Events of default, as defined in the MIPA, are:
·A Nutra SA business plan deviation, defined as the occurrence, in either 2012, 2013 or 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,
·A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, or
·A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds.

As of December 31, 2012, there have been no qualifying events. The LLC agreement, defines a qualifying event as any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.

The Investors have certain rights, summarized below, under an investor rights agreement and the LLC agreement, as further defined in the agreements.
·Conversion Rights – The Investors may exchange units in Nutra SA for equity interests in Irgovel. After any exchange, the Investors would possess the same rights and obligations with respect to the securities of Irgovel, as they have in Nutra SA.
·Global Holding Company (GHC) Roll-Up – If we form an entity, GHC, to hold our Brazil segment assets, the Investors may exchange units in Nutra SA for equity interests in GHC. The investors may exercise this right after the second anniversary of the formation of GHC or, if an event of default has occurred, after the later of January 2013 and the GHC formation date. The appraised fair value of the Investors’ interest in Nutra SA would be used to determine the amount of ownership interest the Investors would receive in GHC.
·RiceBran Technologies Roll-Up – The Investors may exchange units in Nutra SA for our common stock.. This right is available upon the earlier of January 2014 or, if an event of default has occurred, January 2013. We may elect to postpone our obligation to complete the roll-up to January 2015 if the roll-up would result in over 25% of our common stock being owned by the Investors. The appraised fair value of the Investors’ interest in Nutra SA and the market price of our stock would be used to determine the amount of ownership interest the Investors would receive.
·Drag Along Rights – The Investors have the right to force the sale of all Nutra SA assets after the earlier of (i) January 2014, (ii) January 2013 if an event of default occurs, or (iii) the date of a qualifying event. The right terminates upon the occurrence of certain events (a $50 million Nutra SA initial public offering or a change of control, as defined). We may elect to exercise a right of first refusal to purchase the Investors’ interest instead of proceeding to a sale.

In evaluating whether we are the primary beneficiary of Nutra SA, we considered the matters which could be put to a vote of the members. Until there is an event of default or a qualifying event, the Investors’ rights and abilities, individually or in the aggregate, do not allow them to substantively participate in the operations of Nutra SA. The Investors do not currently have the ability to dissolve Nutra SA or otherwise force the sale of all its assets. They do have such rights in the future (Drag Along Rights as described above). We will continue to evaluate our ability to control Nutra SA each reporting period.

Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the LLC agreement.
XML 80 R70.htm IDEA: XBRL DOCUMENT v2.4.0.8
FAIR VALUE MEASUREMENT (Tables) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
FAIR VALUE MEASUREMENT [Abstract]    
Fair values by input hierarchy of items measured at fair value on a recurring basis
The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

Level 1
Level 2
Level 3
Total
September 30, 2013
Derivative warrant liabilities
(1)
$
-
$
-
$
(6,508
)
$
(6,508
)
Derivative conversion liabilities
(2)
-
-
(3,193
)
(3,193
)
Total liabilities at fair value
$
-
$
-
$
(9,701
)
$
(9,701
)
December 31, 2012
Derivative warrant liabilities
(1)
$
-
$
-
$
(4,520
)
$
(4,520
)
Derivative conversion liabilities
(2)
-
-
(2,199
)
(2,199
)
Total liabilities at fair value
$
-
$
-
$
(6,719
)
$
(6,719
)

(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0% - 1.4%
0.1% - 0.7%
(1.0% weighted average)
(0.6% weighted average)
Expected volatility
90%
93%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0-0.6%
0.2-0.3%
(0.4% weighted average)
(0.3% weighted average)
Expected volatility
90%
93%
The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

 
  
 
Level 1
  
Level 2
  
Level 3
  
Total
 
December 31, 2012
 
 
  
  
  
 
Derivative warrant liabilities
(1)
 
$
-
  
$
-
  
$
(4,520
)
 
$
(4,520
)
Derivative conversion liabilities
(2)
  
-
   
-
   
(2,199
)
  
(2,199
)
Total liabilities at fair value
 
 
$
-
  
$
-
  
$
(6,719
)
 
$
(6,719
)
 
 
                
December 31, 2011
 
                
Derivative warrant liabilities
(1)
 
$
-
  
$
-
  
$
(1,296
)
 
$
(1,296
)
Total liabilities at fair value
 
 
$
-
  
$
-
  
$
(1,296
)
 
$
(1,296
)

(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
 
December 31, 2011
Risk-free interest rate
 
0.1% - 0.7%
 
0.1% - 0.8%
 
 
(0.6% weighted average)
 
(0.2% weighted average)
Expected volatility
 
93%
 
84%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
Risk-free interest rate
 
0.2-0.3%
 
 
(0.3% weighted average)
Expected volatility
 
93%
Additional assumptions used to calculate fair value
(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0% - 1.4%
0.1% - 0.7%
(1.0% weighted average)
(0.6% weighted average)
Expected volatility
90%
93%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0-0.6%
0.2-0.3%
(0.4% weighted average)
(0.3% weighted average)
Expected volatility
90%
93%
(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
 
December 31, 2011
Risk-free interest rate
 
0.1% - 0.7%
 
0.1% - 0.8%
 
 
(0.6% weighted average)
 
(0.2% weighted average)
Expected volatility
 
93%
 
84%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
Risk-free interest rate
 
0.2-0.3%
 
 
(0.3% weighted average)
Expected volatility
 
93%
Changes in level 3 items measured at fair value
The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):

Fair Value as of Beginning of Period
Total Realized and Unrealized Gains (Losses)
Issuance of New Instruments
Net Transfers (Into) Out of Level 3
Fair Value, at End of Period
Change in Unrealized Gains (Losses) on Instruments Still Held
(1)
Nine Months Ended September 30, 2013
Derivative warrant liability
$
(4,520
)
$
(1,413
)
$
(575
)
$
-
$
(6,508
)
$
(1,413
)
Derivative conversion liability
(2,199
)
(505
)
(588
)
99
(2)
(3,193
)
(896
)
Total Level 3 fair value
$
(6,719
)
$
(1,918
)
$
(1,163
)
$
99
$
(9,701
)
$
(2,309
)
Nine Months Ended September 30, 2012
Derivative warrant liability
$
(1,296
)
$
1,142
$
(6,983
)
$
711
(2)
$
(6,426
)
$
1,414
Derivative conversion liability
-
2,866
(4,466
)
(105
)
(1,705
)
2,866
Total Level 3 fair value
$
(1,296
)
$
4,008
$
(11,449
)
$
606
$
(8,131
)
$
4,280

(1)Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
(2)Represents transfers to equity as a result of the exercise of a warrant in 2012 and conversion of debt in 2013.
The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):

 
 
Fair Value as of Beginning of Period
  
Total Realized and Unrealized Gains (Losses)
  
Issuance of New Instruments
  
Net Transfers (Into) Out of Level 3
  
Fair Value, at End of Period
  
Change in Unrealized Gains (Losses) on Instruments Still Held
 
2012
 
  
(1)
  
  
  
  
 
Derivative warrant liability
 
$
(1,296
)
 
$
3,048
  
$
(6,983
)
 
$
711
 (2)
 
$
(4,520
)
 
$
3,320
 
Derivative conversion liability
  
-
   
2,372
   
(4,466
)
  
(105
)(3)
  
(2,199
)
  
2,372
 
Total Level 3 fair value
 
$
(1,296
)
 
$
5,420
  
$
(11,449
)
 
$
606
  
$
(6,719
)
 
$
5,692
 
 
                        
2011
                        
Derivative warrant liability
 
$
(1,628
)
 
$
332
  
$
-
  
$
-
  
$
(1,296
)
 
$
332
 
Total Level 3 fair value
 
$
(1,628
)
 
$
332
  
$
-
  
$
-
  
$
(1,296
)
 
$
332
 

(1)Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
(2)Represents transfers to equity as a result of a holder exercising a warrant.
(3)Represents an adjustment to loss on extinguishment as a result of issuing the replacement senior convertible debenture.
Summary of fair values by input hierarchy measured at fair value on a nonrecurring basis
The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands).

2013
As of September 30, 2013
Impairment
Level 1
Level 2
Level 3
Total
Losses
(1
)
Property, net
(1)
$
-
$
-
$
394
$
394
$
300
Property, net
$
-
$
-
$
394
$
394
$
300

2012
As of December 31, 2012
Impairment
Level 1
Level 2
Level 3
Total
Losses
(1
)
Property, net
(1)
$
-
$
-
$
1,058
$
1,058
$
1,069
Property, net
$
-
$
-
$
1,058
$
1,058
$
1,069

(1)Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands):

 
 
 
  
  
  
  
2012
 
 
  
 
As of December 31, 2012
  
Impairment
 
 
  
 
Level 1
  
Level 2
  
Level 3
  
Total
  
Losses
 
 
 
 
  
  
  
   
(1
)
Property, net
(1)
 
$
-
  
$
-
  
$
1,058
  
$
1,058
  
$
1,069
 
Property, net
 
 
$
-
  
$
-
  
$
1,058
  
$
1,058
  
$
1,069
 

(1)During 2012, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
XML 81 R95.htm IDEA: XBRL DOCUMENT v2.4.0.8
INVENTORIES (Details) (10-Q) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Dec. 31, 2011
INVENTORIES [Abstract]      
Finished goods $ 1,096 $ 1,146 $ 906
Work in process 61 330 804
Raw materials 170 255 353
Packaging supplies 233 263 234
Total inventories $ 1,560 $ 1,994 $ 2,297
XML 82 R55.htm IDEA: XBRL DOCUMENT v2.4.0.8
PROPERTY (Tables) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
PROPERTY [Abstract]    
Property
Property consisted of the following (in thousands):

September 30,
December 31,
2013
2012
Land
$
389
$
403
Furniture and fixtures
357
358
Plant
14,964
14,362
Computer and software
1,452
1,407
Leasehold improvements
200
189
Machinery and equipment
15,298
15,053
Construction in progress
7,098
9,118
Property
39,758
40,890
Less accumulated depreciation
13,938
12,433
Property, net
$
25,820
$
28,457
Property consists of the following (in thousands):

 
 
As of December 31,
 
 
 
 
2012
  
2011
 
Estimated Useful Lives
Land
 
$
403
  
$
420
 
 
Furniture and fixtures
  
358
   
363
 
5-10 years
Plant
  
14,362
   
14,122
 
25-30 years, or life of lease
Computer and software
  
1,407
   
1,352
 
3-5 years
Leasehold improvements
  
189
   
189
 
3-7 years or life of lease
Machinery and equipment
  
15,053
   
17,249
 
5-10 years
Construction in progress
  
9,118
   
5,710
 
 
Subtotal
  
40,890
   
39,405
 
 
Less accumulated depreciation
  
12,433
   
11,410
 
 
Property, net
 
$
28,457
  
$
27,995
 
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]    
Principles of Consolidation  
Principles of Consolidation – The consolidated financial statements include the accounts of RiceBran Technologies (the Parent Company) and all subsidiaries in which we have a controlling interest. All significant inter-company accounts and transactions are eliminated in consolidation. Noncontrolling interests in our subsidiaries are recorded net of tax as net earnings (loss) attributable to noncontrolling interests.
Foreign Currencies  
Foreign Currencies - The consolidated financial statements are presented in our reporting currency, U.S. Dollars. The functional currency for Irgovel is the Brazilian Real. Accordingly, the balance sheet of Irgovel is translated into U.S. Dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates in effect during the period. Translation differences are recorded in accumulated other comprehensive income (loss) as foreign currency translation. Gains or losses on transactions denominated in a currency other than the subsidiaries’ functional currency which arise as a result of changes in foreign exchange rates are recorded as foreign exchange gain or loss in the statements of operations.
Cash and Cash Equivalents  
Cash and Cash Equivalents – We consider all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2012, we maintain our cash, including restricted cash, and cash equivalents, with major banks. We maintain cash in bank accounts, which at times may exceed federally insured limits. We have not experienced any losses on such accounts.
 
Accounts Receivable and Allowance for Doubtful Accounts  
Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable represent amounts receivable on trade accounts. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts and the aging of accounts receivable. We analyze the aging of customer accounts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. From period to period, differences in judgments or estimates utilized may result in material differences in the amount and timing of our provision for doubtful accounts. We continue to evaluate our credit policy to ensure that the customers are worthy of terms and support our business plans.
Inventories  
Inventories - Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method. In the USA segment, we employ a full absorption procedure using standard cost techniques. The standards are customarily reviewed and adjusted annually so that they are materially consistent with actual purchase and production costs. In the Brazil segment we use actual average purchase and production costs. Provisions for potentially obsolete or slow moving inventory are made based upon our analysis of inventory levels, historical obsolescence and future sales forecasts.
Long-Lived Assets, Intangible Assets and Goodwill  
Long-Lived Assets, Intangible Assets and Goodwill – Long-lived assets, consisting primarily of property, intangible assets, and goodwill, comprise a significant portion of our total assets. Property is stated at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains or losses on the sale of property and equipment are reflected in the statements of operations. Intangible assets are stated at cost less accumulated amortization.

The carrying values of property and intangible assets with finite lives are evaluated periodically in relation to the expected future cash flows of the underlying assets and monitored for other potential triggering events that might indicate impairment. Adjustments are made in the event that estimated undiscounted net cash flows estimated to be derived from the asset are less than the carrying value of the related asset. The cash flow projections are based on historical experience, management’s view of growth rates within the industry, and the anticipated future economic environment.

We are required to test goodwill for impairment at least annually (by policy December 31) and more often if an event occurs or circumstances change that more likely than not reduce the fair value of a reporting unit below its carrying value. In assessing the recoverability of goodwill, we make estimates and assumptions about sales, operating margin, terminal growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. The fair value of a reporting unit has been determined using an income approach based on the present value of the future cash flows of each reporting unit. The goodwill impairment test compares the fair value of individual reporting units to the carrying value of these reporting units. If fair value is less than carrying value then goodwill impairment may be present. The market value of our common stock is an indicator of fair value and a consideration in determining the fair value of our reporting units.
Revenue Recognition  
Revenue Recognition – We recognize revenue for product sales when title and risk of loss pass to our customers, generally upon shipment for USA segment customers and Brazil segment international customers and upon customer receipt for Brazil segment domestic customers. Each transaction is evaluated to determine if all of the following four criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the selling price is fixed and determinable; and (iv) collectability is reasonably assured. If any of the above criteria cannot be satisfied then such a transaction is not recorded as revenue, or is recorded as deferred revenue and recognized only when the sales cycle is complete and payment is either received or becomes reasonably assured. Changes in judgments and estimates regarding the application of the above mentioned four criteria might result in a change in the timing or amount of revenue recognized by such transactions.

We make provisions for estimated returns discounts, and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities.
Shipping and Handling Fees and Costs  
Shipping and Handling Fees and Costs – Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold.
Research and Development  
Research and Development – Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses. External expenses consist of costs associated with product development. All such costs are charged to expense in the period they are incurred.
Derivative Conversion Liabilities  
Derivative Conversion Liabilities – We have certain convertible debt outstanding that contain antidilution clauses. Under these clauses, we may be required to lower the conversion price on the convertible debt based on future issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain conversion prices. We account for the conversion liabilities associated with these antidilution clauses as liability instruments, separate from the host debt. The conversion liabilities are classified as debt on our consolidated balance sheets. These conversion liabilities are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations in other income (expense).
Derivative Warrant Liabilities  
Derivative Warrant Liabilities – We have certain warrant agreements in effect that contain antidilution clauses. Under these clauses, we may be required to lower the exercise price on these warrants and issue additional warrants based on future issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain exercise prices. We account for the warrants with these antidilution clauses as liability instruments. These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations in other income (expense).
Share-Based Compensation  
Share-Based Compensation – Share-based compensation expense for employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest, reduced for estimated forfeitures, and expensed on a straight-line basis over the requisite service period of the grant. Forfeitures are estimated at the time of grant based on our historical forfeiture experience and are revised in subsequent periods if actual forfeitures differ from those estimates. 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 treat options granted to employees of foreign subsidiaries as equity options. We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model.

We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally we value options granted to non-employees and consultants using the Black-Scholes-Merton valuation model. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The expense of stock awards issued to consultants or other third parties are recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The value is re-measured each reporting period over the requisite service period. Most non-employee awards have graded vesting schedules resulting in higher compensation expense recorded early in the service period.
Income Taxes  
Income Taxes – We account for income taxes by recording a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for financial reporting and tax purposes during the year.

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.
Use of Estimates  
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the uncertainty inherent in such estimates, actual results could differ from those estimates.
Reclassifications  
Reclassifications – Certain reclassifications have been made to prior period amounts to conform to classifications adopted in the current year financial statement presentation.
Recent Accounting Pronouncements
Recent Accounting Pronouncements

There are no recent accounting pronouncements that are applicable to us and adoption of which could potentially have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements

Accounting pronouncements that are applicable to us and could potentially have a material impact on our financial statements are discussed below.
In May 2011, the Financial Accounting Standards Board (FASB) amended guidance on fair value measurement and expanded the required disclosures related to fair value. The amendments, among other things, clarify that the highest and best use concept applies only to nonfinancial assets and addresses the appropriate premiums and discounts to consider in fair value measurement. We adopted the guidance prospectively, effective January 1, 2012. Adoption did not have a significant impact on our financial position or results of operations.

In September 2011, the FASB amended guidance on goodwill impairment testing. The amendments permit us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Previous guidance required us to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments, we are not required to calculate the fair value of a reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount. We adopted the amendments effective for annual and interim goodwill impairment tests (if required) performed after January 1, 2012. Adoption had no impact on our financial position or results of operations.

XML 86 R45.htm IDEA: XBRL DOCUMENT v2.4.0.8
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
EQUITY AND SHARE-BASED COMPENSATION [Abstract]    
EQUITY AND SHARE-BASED COMPENSATION
NOTE 13. EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS

On October 28, 2013, our board of directors approved a 1 for 200 reverse split of our common stock. We began trading on a post split basis on November 18, 2013. All share and per share information has been retrospectively adjusted for all prior periods presented giving retroactive effect to the reverse stock split. Such adjustments include calculations of our weighted averages number of shares outstanding and loss per share, as well as disclosures regarding our share-based compensation and convertible debt.

A summary of equity activity for the nine months ended September 30, 2013, (in thousands, except share data) follows.

 
 
Common Stock
  
Accumulated
  
Accumulated Other Comprehensive
  
Total
 
 
 
Shares
  
Amount
  
Deficit
  
Loss
  
Equity
 
Balance, December 31, 2012
  
1,038,080
  
$
210,396
  
$
(204,420
)
 
$
(1,540
)
 
$
4,436
 
Share-based compensation, options
  
-
   
380
   
-
   
-
   
380
 
Conversion of senior subordinated debenture
  
28,429
   
500
   
-
   
-
   
500
 
Common stock issued for fees and services
  
37,088
   
613
   
-
   
-
   
613
 
Warrants issued for fees and services
  
-
   
156
   
-
   
-
   
156
 
Foreign currency translation
  
-
   
-
   
-
   
(458
)
  
(458
)
Net loss
  
-
   
-
   
(9,851
)
  
-
   
(9,851
)
Balance September 30, 2013
  
1,103,597
  
$
212,045
  
$
(214,271
)
 
$
(1,998
)
 
$
(4,224
)
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

In June 2013, our shareholders approved an increase in the number of our authorized shares of common stock from 2,500,000 to 6,000,000.

A summary of stock option and warrant activity for the nine months ended September 30, 2013, follows.

 
 
Options
  
Equity and Liability Warrants
 
 
 
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
Outstanding, December 31, 2012
  
169,254
  
$
32.00
   
6.3
   
806,769
  
$
24.00
   
3.5
 
Granted (1)
  
37,500
   
16.00
       
54,581
   
16.00
     
Impact of anti-dilution clauses
  
-
   
-
       
2,082
  
NA
     
Exercised
  
-
   
-
       
-
   
-
     
Forfeited, expired or cancelled
  
(27,551
)
  
54.00
       
(146,106
)
  
66.00
     
Outstanding, September 30, 2013
  
179,203
  
$
24.40
   
6.4
   
717,326
  
$
16.00
   
3.6
 
Exercisable, September 30, 2013
  
144,887
  
$
26.00
   
5.9
   
717,326
  
$
16.00
   
3.6
 

(1)Includes adjustments to shares underlying PIK warrants.

Options

In April 2013, our board increased the number of shares of common stock that each non-employee director automatically receives annually each January 1 under our 2010 Equity Incentive Plan from 1,250 to 5,000 shares. In connection with the increase in the automatic director grant, in April 2013, our board granted each of our five non-employee directors a stock option to purchase up to 3,750 shares of common stock. Each option has an exercise price of $16.00 per share, vests in nine equal monthly installments ending December 31, 2013, and expires in April 2023. In January 2013, we issued each of those five non-employee directors an option for the purchase of up to 1,250 shares of common stock under the non-employee director automatic grant provision. Each option has an exercise price of $16.00 per share, vests in twelve equal monthly installments ending December 2013, and expires in January 2023.

In April 2013, the Board granted each of the two directors serving on the Strategic Committee and consulting special counsel a stock option to purchase up to 1,250 shares of common stock. Each option has an exercise price of $16.00 per share, vests in twelve equal monthly installments ending in March 2014 and expires in April 2018.

Warrants

We have outstanding warrants classified as equity (equity warrants) and as derivative warrant liability (liability warrants). We have certain warrant agreements in effect for outstanding liability warrants that contain antidilution clauses. Under the antidilution clauses, in the event of equity issuances, we may be required to lower the exercise price on liability warrants and increase the number of shares underlying liability warrants. Equity issuances may include issuances of our common stock, certain awards of options to employees, and issuances of warrants and/or other convertible instruments below a certain exercise price.

The April 2013 issuances of convertible debt and related warrants triggered the antidilution clauses in certain warrants and, as a result, we lowered the exercise price and increased the number of underlying shares on those liability warrants in April 2013. The affected warrants subsequently expired later in April 2013 with 146,106 underlying shares.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes information related to outstanding warrants:

 
  
 
As of September 30, 2013
  
As of December 31, 2012
 
Range of Exercise Prices
 
Type of Warrant
 
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)
 
$
14.00-$16.00
 
Liability (1)
  
695,390
  
$
16.00
   
3.6
   
656,990
  
$
16.00
   
4.2
 
$
16.00
 
Liability (2)
  
4,005
   
16.00
   
4.8
   
-
   
-
   
-
 
$
16.00
 
Equity
  
12,176
   
16.00
   
4.7
   
-
   
-
   
-
 
$
46.00
 
Equity
  
3,029
   
46.00
   
3.2
   
3,029
   
46.00
   
3.9
 
$
66.00
 
Liability (1)
  
-
   
-
   
-
   
144,023
   
66.00
   
0.3
 
$
138.00
 
Equity
  
2,727
   
138.00
   
0.1
   
2,727
   
138.00
   
0.8
 
   
 
  
717,327
  
$
16.00
   
3.6
   
806,769
  
$
24.00
   
3.5
 

(1)The warrant contain full ratchet anti-dilution provisions.
(2)The warrants are classified as liability warrants because an indeterminate number of shares are issuable under the TCA debt agreement.
NOTE 11. EQUITY AND SHARE-BASED COMPENSATION

On October 28, 2013, our board of directors approved a 1 for 200 reverse split of our common stock. We began trading on a post split basis on November 18, 2013. All share and per share information has been retrospectively adjusted for all prior periods presented giving retroactive effect to the reverse stock split. Such adjustments include calculations of our weighted averages number of shares outstanding and loss per share, as well as disclosures regarding our share-based compensation and convertible debt.

We have never declared or paid dividends on our common stock and have no plans to pay dividends in the foreseeable future. Pursuant to the terms of the senior convertible debentures, we may not pay any dividends while a debenture is outstanding. Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the limited liability company agreement for Nutra SA.

In lieu of paying cash to non-employee board members for board retainer fees for the last three quarters of 2011, we issued 6,036 shares of common stock.

A summary of stock option and warrant activity for 2012 and 2011 follows.

 
 
Options
  
Equity and Liability Warrants
 
 
 
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
Outstanding, January 1, 2011
  
227,426
  
$
60.00
   
6.8
   
202,148
  
$
254.00
   
2.3
 
Granted
  
26,022
   
44.00
       
25,794
   
46.00
     
Impact of anti-dilution clauses
  
-
  
NA
       
31,517
  
NA
     
Exercised
  
-
  
NA
       
-
  
NA
     
Forfeited, expired or cancelled
  
(60,504
)
  
72.00
       
(25,512
)
  
148.00
     
Outstanding, December 31, 2011
  
192,944
   
54.00
   
6.3
   
233,947
   
208.00
   
1.7
 
Granted
  
29,060
   
30.00
       
423,782
   
20.00
     
Impact of anti-dilution clauses
  
-
  
NA
       
518,720
  
NA
     
Impact of amendment
  
-
  
NA
       
78,215
  
NA
     
Exercised
  
-
  
NA
       
(25,015
)
  
20.00
     
Forfeited, expired or cancelled
  
(52,750
)
  
68.00
       
(422,880
)
  
86.00
     
Outstanding, December 31, 2012
  
169,254
  
$
32.00
   
6.3
   
806,769
  
$
24.00
   
3.5
 
Exercisable, December 31, 2012
  
143,522
  
$
34.00
   
5.9
   
713,969
  
$
26.00
   
3.3
 

Options

Our board of directors adopted our 2010 Equity Incentive Plan (2010 Plan) in February 2010. A total of 125,000 shares of common stock were initially reserved for issuance under the 2010 Plan. The amount reserved increases annually each January 1st by 5% of the outstanding shares as of the prior December 31st. Additionally, in 2011 the board approved an 40,000 increase in the number of shares of common stock reserved under the plan. Under the terms of the 2010 Plan, we may grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our board of directors administers the 2010 Plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients. The options granted under the 2010 Plan have terms of up to 10 years.

 
 
December 31,
2012
 
 
 
 
Initially reserved
  
125,000
 
Additionally reserved - annual increases
  
99,156
 
Additionally reserved - board action
  
40,000
 
Options granted since inception, net of forfeited, expired or cancelled
  
(114,890
)
Stock granted since inception
  
(60,282
)
Available for issuance under the 2010 Plan
  
88,984
 

Our board of directors adopted the 2005 Equity Incentive Plan (2005 Plan) in May 2005 and our shareholders approved the 2005 Plan in September 2005. Under the terms of the 2005 Plan, we could grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Options granted under the 2005 Plan have terms of up to 10 years. There are no longer any shares reserved for future issuance under the 2005 Plan.

We have outstanding a total of 17,077 options awarded to current and former directors, employees and consultants at various times beginning in 2004 through 2009 that do not fall under the plans described above. Expiration periods, typically ten years, and other terms of these non-plan specific options are not materially different from those issued under the 2010 Plan and 2005 Plan.

Share-based compensation expenses related to options are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands):

 
 
2012
  
2011
 
Consultants
 
$
42
  
$
14
 
Directors
  
285
   
280
 
Employees
  
152
   
112
 
Executive officers
  
444
   
501
 
Total share-based compensation expense, options
 
$
923
  
$
907
 

The following table summarizes option activity during 2012 and 2011:

 
 
Employees and Directors
  
Consultants
  
 
 
 
Weighted Average Exercise Price
  
Shares Under Options
  
Weighted Average Exercise Price
  
Shares Under Options
  
Total Number of Options
 
Outstanding, January 1, 2011
 
$
82.00
   
218,808
  
$
292.00
   
8,618
   
227,426
 
Granted
  
42.00
   
22,022
   
62.00
   
4,000
   
26,022
 
Forfeited, expired or cancelled
  
68.00
   
(60,336
)
  
2,000.00
   
(168
)
  
(60,504
)
Exercised
 
NA
   
-
  
NA
   
-
   
-
 
Outstanding, December 31, 2011
  
48.00
   
180,494
   
152.00
   
12,450
   
192,944
 
Granted
  
26.00
   
28,060
   
16.00
   
1,000
   
29,060
 
Forfeited, expired or cancelled
  
58.00
   
(50,250
)
  
266.00
   
(2,500
)
  
(52,750
)
Exercised
 
NA
   
-
  
NA
   
-
   
-
 
Outstanding, December 31, 2012
 
$
26.00
   
158,304
  
$
106.00
   
10,950
   
169,254
 
 
                    
Exercisable, December 31, 2012
 
$
28.00
   
134,155
  
$
112.00
   
9,367
   
143,522
 
Exercisable, December 31, 2011
 
$
52.00
   
129,571
  
$
190.00
   
8,867
   
138,438
 

The following are the weighted-average assumptions used in valuing stock options:

 
 
2012
  
2011
 
 
 
  
 
Fair value of options granted
 
$
20.00
  
$
38.00
 
Volatility
  
109.2
%
  
101.5
%
Risk free interest rate
  
0.9
%
  
0.8
%
Expected life of options (in years)
  
6.1
   
5.2
 
Expected dividends
  
-
   
-
 
Forfeiture rate
  
5
%
  
5
%
The following table summarizes information related to outstanding and exercisable options:

  
As of December 31, 2012
 
  
Outstanding
  
Exercisable
 
Range of Exercise Prices
  
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
  
  
  
  
  
  
 
$
16.00
   
110,212
  
$
16.00
   
7.0
   
86,063
  
$
16.00
   
6.7
 
$
28.00
   
3,540
   
28.00
   
9.2
   
3,540
   
28.00
   
9.2
 
$
40.00
   
34,064
   
40.00
   
5.6
   
34,064
   
40.00
   
5.6
 
$
60.00
   
15,000
   
60.00
   
2.0
   
15,000
   
60.00
   
2.0
 
$
74.00
   
3,438
   
74.00
   
8.2
   
1,855
   
74.00
   
8.2
 
$
242.00
   
500
   
242.00
   
3.0
   
500
   
242.00
   
3.0
 
$
300.00
   
2,500
   
300.00
   
0.4
   
2,500
   
300.00
   
0.4
 
$
16.00 to $300.00
   
169,254
   
32.00
   
6.3
   
143,522
   
34.00
   
5.9
 

In 2012, we issued 15,022 shares of common stock to retiring directors in exchange for the surrender of vested stock options exercisable for 23,710 shares of common stock. The fair value of the options surrendered on the date of the stock issuances was $0.3 million and fair value of the stock at issuances was $0.3 million.

For 2012, our non-employee directors agreed to accept stock options in lieu of cash representing one half of the board retainer fees to which they otherwise would have been entitled. As a result, we issued options for the purchase of 6,090 shares of common stock in 2012, at an exercise price of $28.00 per share. The stock options vested in installments during 2012. The $0.2 million grant date fair value of the options equaled the cash fees to which the directors were otherwise entitled.

In 2012, our three executive officers agreed to accept stock options in lieu of receiving their full salary in cash. Our three executive officers received cash equal to either 83.3% or 90.0% of their stated contract salary, as detailed in their employment agreements, and these officers were collectively issued stock options for the purchase of up to 4,263 shares of common stock at an exercise price equal to $24.00 per share. The options vested in installments during 2012. The $0.1 million grant date fair value of the options equaled the officers’ salary forbearance.

In 2012, we lowered the exercise price on outstanding options held by certain employees for the purchase of up to 108,588 shares of common stock to $16.00 per share from an average exercise price of $38.00 per share. The stock price on the date of the re-pricing was $14.00 per share. No other terms of the options were modified. We recorded expense of less than $0.1 million in 2012, representing the difference between the fair value of the options before and after the modification. Total unrecognized compensation increased less than $0.1 million as a result of the modification.

In 2011, we entered into amendments to employment agreements with each of our four executive officers. Twenty percent of each officer’s salary for the last six months of 2011 was paid in stock options instead of in cash. The options vested and became exercisable in installments during 2011. Under the amendments we issued options to purchase 10,584 shares of common stock, at an average exercise price of $40.00, and an average initial term of 1.6 years.

In 2010, we reached an agreement to settle all potential claims associated with the employment of Mr. Brad Edson, our former chief executive officer. The agreement was subject to the approval of the Bankruptcy Court and became effective upon court approval in 2011. Mr. Edson agreed to return to NutraCea $0.4 million, representing a bonus earned in 2008. We recorded a receivable for the return of the bonus. The corresponding income reduced selling, general and administrative expenses in the first quarter of 2011. As partial payment of the receivable, Mr. Edson forfeited 30,000 options granted in 2004 and returned 175 shares of common stock in payment of $0.3 million of his obligation. The options had an exercise price of $60.00 per share and were outstanding and exercisable as of December 31, 2010. We reduced the receivable from Mr. Edson, reduced equity by $0.3 million, and cancelled the options in 2011, when the Bankruptcy Court approved the agreement. The remaining $0.1 million receivable remains unpaid and reserved for due to uncertainty with regard to the collectability of the receivable as of December 31, 2012.

In 2011, we reached an agreement to settle all potential claims associated with the employment of Mr. Todd Crow, our former chief financial officer. As part of the settlement, Mr. Crow was required to forfeit 8,315 options and return 48 shares of common stock held. The agreement was subject to the approval of the Bankruptcy Court and became effective upon court approval in 2011. We cancelled the stock and options in 2011. The options had an average exercise price of $74.00 per share and were outstanding and exercisable as of December 31, 2010. No value was assigned to the cancelled stock or options because we transferred no cash or other assets in exchange. In connection with the settlement, Mr. Crow agreed to withdraw his $0.2 million bankruptcy claim.

Warrants

We have outstanding warrants classified as equity (equity warrants) and as warrant liability (liability warrants).

 
 
Equity Warrants
  
Liability Warrants
 
 
 
Shares Under Equity Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Liability Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
Balance, January 1, 2011
  
2,727
  
$
138.00
   
2.8
   
199,421
  
$
256.00
   
2.3
 
Granted
  
25,795
   
46.00
       
-
         
Impact of antidilution clauses
  
-
           
31,516
         
Exercised
  
-
           
-
         
Forfeited, expired or cancelled
  
(11,150
)
  
46.00
       
(14,362
)
  
226.00
     
Balance, December 31, 2011
  
17,372
   
60.00
   
3.5
   
216,575
   
220.00
   
1.5
 
Granted
  
-
   
-
       
423,782
   
20.00
     
Impact of antidilution clauses
  
-
   
-
       
518,720
  
NA
     
Impact of amendment
  
-
   
-
       
78,215
  
NA
     
Exercised
  
-
   
-
       
(25,015
)
  
20.00
     
Forfeited, expired or cancelled
  
(11,616
)
  
44.00
       
(411,264
)
  
88.00
     
Outstanding, December 31, 2012
  
5,756
  
$
90.00
   
2.4
   
801,013
  
$
24.00
  
$
3.5
 
Exercisable, December 31, 2012
  
5,756
  
$
90.00
   
2.4
   
708,213
  
$
24.00
  
$
3.3
 

During the first quarter of 2012, the holder of a liability warrant to purchase 25,016 shares of common stock exercised the warrant on a cashless basis and, as a result, we issued the holder 7,764 shares of our common stock. We transferred the $0.7 million fair value of the liability warrant as of the date of exercise into equity.

The following table summarizes information related to outstanding and exercisable warrants:

 
  
 
As of December 31, 2012
 
 
  
 
Outstanding
  
Exercisable
 
Range of Exercise Prices
 
Type of Warrant
 
Shares Under Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Warrants
  
Exercise Price
  
Remaining Contractual Life (Years)
 
$
14.00-$16.00
 
Liability
  
656,990
  
$
16.00
   
4.2
   
564,190
  
$
16.00
   
4.1
 
$
46.00
 
Equity
  
3,029
   
46.00
   
3.9
   
3,029
   
46.00
   
3.9
 
$
66.00
 
Liability
  
144,023
   
66.00
   
0.3
   
144,023
   
66.00
   
0.3
 
$
138.00
 
Equity
  
2,727
   
138.00
   
0.8
   
2,727
   
138.00
   
0.8
 
   
 
  
806,769
  
$
24.00
   
3.5
   
713,969
  
$
26.00
   
3.3
 

We have certain warrant agreements in effect for outstanding liability warrants that contain antidilution clauses. Under the antidilution clauses, in the event of equity issuances, we may be required to lower the exercise price on liability warrants and increase the number of shares underlying liability warrants. Equity issuances may include issuances of our common stock, certain awards of options to employees, and issuances of warrants and/or other convertible instruments below a certain exercise price.

Common stock and warrant issuance to Buyer (Note 12), convertible note and warrant issuances (Note 10), in 2012 and 2011 triggered the antidilution clauses in certain liability warrants and, as a result, we were required to lower the exercise price and increase the number of shares underlying certain liability warrants. In addition, certain amendments required us to lower the exercise price and increase the numbers of shares underlying certain warrants.
XML 87 R3.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Balance Sheets (Parenthetical) (10-K) (USD $)
Sep. 30, 2013
Dec. 31, 2012
Dec. 31, 2011
Current assets:      
Accounts receivable, allowance for doubtful accounts $ 436,000 $ 518,000 $ 323,000
Equity attributable to RiceBran Technologies shareholders:      
Preferred stock, shares authorized (in shares) 20,000,000 20,000,000 20,000,000
Preferred stock, shares issued (in shares) 0 0 0
Common stock, par value (in dollars per share) $ 0 $ 0 $ 0
Common stock, shares authorized (in shares) 6,000,000 2,500,000 2,500,000
Common stock, shares issued (in shares) 1,103,597 1,038,080 1,006,323
Common stock, shares outstanding (in shares) 1,103,597 1,038,080 1,006,323
Variable Interest Entity [Member]
      
Current assets:      
Accounts receivable, variable interest entity restricted 2,154,000 2,505,000  
Variable interest entity restricted portion of property, net 5,231,000 5,757,000  
Current liabilities:      
Nonrecourse portion of current maturities of long-term debt 7,679,000 7,013,000  
Long-term liabilities:      
Long-term debt, less current portion variable interest entity nonrecourse $ 7,126,000 $ 7,454,000  
XML 88 R14.htm IDEA: XBRL DOCUMENT v2.4.0.8
GENERAL BUSINESS (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
GENERAL BUSINESS [Abstract]    
GENERAL BUSINESS
NOTE 2. BUSINESS

We are a human food ingredient, nutritional supplement, and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. We have proprietary and patented intellectual property that allows us to convert rice bran, one of the world’s most underutilized food sources, into a number of highly nutritious human food and animal nutrition products. Our target markets are human food and animal nutrition manufacturers and retailers, as well as natural food, functional food and nutraceutical supplement manufacturers and retailers, both domestically and internationally. We have developed a bio-refining approach to processing raw rice bran into various value added constituents such as stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB) and a variety of other valuable derivative products from each of these core products.

We have three reportable business segments: (i) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; (ii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products; and (iii) Corporate, which includes includes corporate, administrative regulatory and compliance functions. No allocations of expense are made from the Corporate segment to the other segments. General corporate interest is not allocated.

The USA segment consists of two locations in California and two locations in Louisiana all of which can produce SRB. One of the two Louisiana SRB facilities, located in Lake Charles, has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB) and RiBalance (a complete rice bran nutritional package derived from further processing SRB). The manufacturing facilities included in our USA segment have proprietary and patented processing equipment and technology for the stabilization and further processing of rice bran into finished products. Approximately 55% of USA segment revenue was from sales of human food products and 45% was from sales of animal nutrition products.
 
The Brazil segment consists of the consolidated operations of Nutra SA, LLC, whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. DRB is sold in bulk as animal feed and compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market. Approximately 40% of Brazil segment product revenue was from sales of RBO products and 60% was from sales of DRB products.
NOTE 2. GENERAL BUSINESS

We are a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. We have proprietary and patented intellectual property that allows us to convert rice bran, one of the world’s most underutilized food sources, into a number of highly nutritious human food and animal nutrition products. Our target markets are human food and animal nutrition manufacturers and retailers, as well as natural food, functional food and nutraceutical supplement manufacturers and retailers, both domestically and internationally. We have developed a bio-refining approach to processing raw rice bran into various value added constituents such as stabilized rice bran (SRB), rice bran oil (RBO), defatted rice bran (DRB) and a variety of other valuable derivative products from each of these core products.

We have three reportable business segments: (i) Corporate; (ii) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; and (iii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products. The Corporate segment includes selling, general and administrative expenses including public company expenses, litigation, and other expenses not directly attributable to other segments. No Corporate allocations are made to the other segments. General corporate interest is not allocated.

The USA segment consists of two locations in California and two locations in Louisiana all of which can produce SRB. One of the two Louisiana SRB facilities, located in Lake Charles, has been idle since May 2009. The USA segment also includes our Dillon, Montana Stage II facility which produces RiSolubles (a highly nutritious, carbohydrate and lipid rich fraction of SRB), RiFiber (a fiber rich derivative of SRB) and RiBalance (a complete rice bran nutritional package derived from further processing SRB). The manufacturing facilities included in our USA segment have proprietary and patented processing equipment and technology for the stabilization and further processing of rice bran into finished products. In 2012, approximately 50% of USA segment revenue was from sales of human food products and approximately 50% was from sales of animal nutrition products.

The Brazil segment consists of the consolidated operations of Nutra SA, whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), located in Pelotas, Brazil. Irgovel manufactures RBO and DRB products for both the human and animal food markets in Brazil and internationally. In refining RBO to an edible grade, several co-products are obtained. One such product is distilled fatty acids, a valuable raw material for the detergent industry. DRB is sold in bulk as animal feed and compounded with a number of other ingredients to produce complex animal nutrition products which are packaged and sold under Irgovel brands in the Brazilian market. In 2012, approximately 46% of Brazil segment product revenue was from sales of RBO products and 54% was from sales of DRB products.
XML 89 R5.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Statements of Comprehensive Loss (10-K) (USD $)
In Thousands, unless otherwise specified
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Consolidated Statements of Comprehensive Loss [Abstract]            
Net loss $ (2,676) $ (580) $ (11,484) $ (10,582) $ (11,136) $ (10,875)
Other comprehensive loss - foreign currency translation, net of tax (89) 279 (901) (958) (1,081) (1,845)
Comprehensive loss, net of tax (2,765) (301) (12,385) (11,540) (12,217) (12,720)
Comprehensive loss attributable to noncontrolling interest, net of tax 648 75 2,074 1,653 2,156 1,707
Total comprehensive loss attributable to RiceBran Technologies shareholders $ (2,117) $ (226) $ (10,311) $ (9,887) $ (10,061) $ (11,013)
XML 90 R58.htm IDEA: XBRL DOCUMENT v2.4.0.8
EQUITY AND SHARE-BASED COMPENSATION (Tables) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
EQUITY AND SHARE-BASED COMPENSATION [Abstract]    
Summary of stock option and warrant activity
A summary of stock option and warrant activity for the nine months ended September 30, 2013, follows.

Options
Equity and Liability Warrants
Shares Under Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life (Years)
Shares Under Warrants
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life (Years)
Outstanding, December 31, 2012
169,254
$
32.00
6.3
806,769
$
24.00
3.5
Granted (1)
37,500
16.00
54,581
16.00
Impact of anti-dilution clauses
-
-
2,082
NA
Exercised
-
-
-
-
Forfeited, expired or cancelled
(27,551
)
54.00
(146,106
)
66.00
Outstanding, September 30, 2013
179,203
$
24.40
6.4
717,326
$
16.00
3.6
Exercisable, September 30, 2013
144,887
$
26.00
5.9
717,326
$
16.00
3.6

(1)Includes adjustments to shares underlying PIK warrants.
A summary of stock option and warrant activity for 2012 and 2011 follows.

 
 
Options
  
Equity and Liability Warrants
 
 
 
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
Outstanding, January 1, 2011
  
227,426
  
$
60.00
   
6.8
   
202,148
  
$
254.00
   
2.3
 
Granted
  
26,022
   
44.00
       
25,794
   
46.00
     
Impact of anti-dilution clauses
  
-
  
NA
       
31,517
  
NA
     
Exercised
  
-
  
NA
       
-
  
NA
     
Forfeited, expired or cancelled
  
(60,504
)
  
72.00
       
(25,512
)
  
148.00
     
Outstanding, December 31, 2011
  
192,944
   
54.00
   
6.3
   
233,947
   
208.00
   
1.7
 
Granted
  
29,060
   
30.00
       
423,782
   
20.00
     
Impact of anti-dilution clauses
  
-
  
NA
       
518,720
  
NA
     
Impact of amendment
  
-
  
NA
       
78,215
  
NA
     
Exercised
  
-
  
NA
       
(25,015
)
  
20.00
     
Forfeited, expired or cancelled
  
(52,750
)
  
68.00
       
(422,880
)
  
86.00
     
Outstanding, December 31, 2012
  
169,254
  
$
32.00
   
6.3
   
806,769
  
$
24.00
   
3.5
 
Exercisable, December 31, 2012
  
143,522
  
$
34.00
   
5.9
   
713,969
  
$
26.00
   
3.3
 
Options granted under 2010 Equity Incentive Plan  
The options granted under the 2010 Plan have terms of up to 10 years.

 
 
December 31,
2012
 
 
 
 
Initially reserved
  
125,000
 
Additionally reserved - annual increases
  
99,156
 
Additionally reserved - board action
  
40,000
 
Options granted since inception, net of forfeited, expired or cancelled
  
(114,890
)
Stock granted since inception
  
(60,282
)
Available for issuance under the 2010 Plan
  
88,984
 
Share-based compensation expenses included in selling, general and administrative expenses  
Share-based compensation expenses related to options are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands):

 
 
2012
  
2011
 
Consultants
 
$
42
  
$
14
 
Directors
  
285
   
280
 
Employees
  
152
   
112
 
Executive officers
  
444
   
501
 
Total share-based compensation expense, options
 
$
923
  
$
907
 
Summary of option activity  
The following table summarizes option activity during 2012 and 2011:

 
 
Employees and Directors
  
Consultants
  
 
 
 
Weighted Average Exercise Price
  
Shares Under Options
  
Weighted Average Exercise Price
  
Shares Under Options
  
Total Number of Options
 
Outstanding, January 1, 2011
 
$
82.00
   
218,808
  
$
292.00
   
8,618
   
227,426
 
Granted
  
42.00
   
22,022
   
62.00
   
4,000
   
26,022
 
Forfeited, expired or cancelled
  
68.00
   
(60,336
)
  
2,000.00
   
(168
)
  
(60,504
)
Exercised
 
NA
   
-
  
NA
   
-
   
-
 
Outstanding, December 31, 2011
  
48.00
   
180,494
   
152.00
   
12,450
   
192,944
 
Granted
  
26.00
   
28,060
   
16.00
   
1,000
   
29,060
 
Forfeited, expired or cancelled
  
58.00
   
(50,250
)
  
266.00
   
(2,500
)
  
(52,750
)
Exercised
 
NA
   
-
  
NA
   
-
   
-
 
Outstanding, December 31, 2012
 
$
26.00
   
158,304
  
$
106.00
   
10,950
   
169,254
 
 
                    
Exercisable, December 31, 2012
 
$
28.00
   
134,155
  
$
112.00
   
9,367
   
143,522
 
Exercisable, December 31, 2011
 
$
52.00
   
129,571
  
$
190.00
   
8,867
   
138,438
 
Weighted-average assumptions used in valuing stock options  
The following are the weighted-average assumptions used in valuing stock options:

 
 
2012
  
2011
 
 
 
  
 
Fair value of options granted
 
$
20.00
  
$
38.00
 
Volatility
  
109.2
%
  
101.5
%
Risk free interest rate
  
0.9
%
  
0.8
%
Expected life of options (in years)
  
6.1
   
5.2
 
Expected dividends
  
-
   
-
 
Forfeiture rate
  
5
%
  
5
%
Summary of information related to outstanding and exercisable options  
The following table summarizes information related to outstanding and exercisable options:

  
As of December 31, 2012
 
  
Outstanding
  
Exercisable
 
Range of Exercise Prices
  
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
  
  
  
  
  
  
 
$
16.00
   
110,212
  
$
16.00
   
7.0
   
86,063
  
$
16.00
   
6.7
 
$
28.00
   
3,540
   
28.00
   
9.2
   
3,540
   
28.00
   
9.2
 
$
40.00
   
34,064
   
40.00
   
5.6
   
34,064
   
40.00
   
5.6
 
$
60.00
   
15,000
   
60.00
   
2.0
   
15,000
   
60.00
   
2.0
 
$
74.00
   
3,438
   
74.00
   
8.2
   
1,855
   
74.00
   
8.2
 
$
242.00
   
500
   
242.00
   
3.0
   
500
   
242.00
   
3.0
 
$
300.00
   
2,500
   
300.00
   
0.4
   
2,500
   
300.00
   
0.4
 
$
16.00 to $300.00
   
169,254
   
32.00
   
6.3
   
143,522
   
34.00
   
5.9
 
Summary of warrant activity
The following table summarizes information related to outstanding warrants:

 
  
 
As of September 30, 2013
  
As of December 31, 2012
 
Range of Exercise Prices
 
Type of Warrant
 
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)
 
$
14.00-$16.00
 
Liability (1)
  
695,390
  
$
16.00
   
3.6
   
656,990
  
$
16.00
   
4.2
 
$
16.00
 
Liability (2)
  
4,005
   
16.00
   
4.8
   
-
   
-
   
-
 
$
16.00
 
Equity
  
12,176
   
16.00
   
4.7
   
-
   
-
   
-
 
$
46.00
 
Equity
  
3,029
   
46.00
   
3.2
   
3,029
   
46.00
   
3.9
 
$
66.00
 
Liability (1)
  
-
   
-
   
-
   
144,023
   
66.00
   
0.3
 
$
138.00
 
Equity
  
2,727
   
138.00
   
0.1
   
2,727
   
138.00
   
0.8
 
   
 
  
717,327
  
$
16.00
   
3.6
   
806,769
  
$
24.00
   
3.5
 

(1)The warrant contain full ratchet anti-dilution provisions.
(2)The warrants are classified as liability warrants because an indeterminate number of shares are issuable under the TCA debt agreement.
We have outstanding warrants classified as equity (equity warrants) and as warrant liability (liability warrants).

 
 
Equity Warrants
  
Liability Warrants
 
 
 
Shares Under Equity Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Liability Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
Balance, January 1, 2011
  
2,727
  
$
138.00
   
2.8
   
199,421
  
$
256.00
   
2.3
 
Granted
  
25,795
   
46.00
       
-
         
Impact of antidilution clauses
  
-
           
31,516
         
Exercised
  
-
           
-
         
Forfeited, expired or cancelled
  
(11,150
)
  
46.00
       
(14,362
)
  
226.00
     
Balance, December 31, 2011
  
17,372
   
60.00
   
3.5
   
216,575
   
220.00
   
1.5
 
Granted
  
-
   
-
       
423,782
   
20.00
     
Impact of antidilution clauses
  
-
   
-
       
518,720
  
NA
     
Impact of amendment
  
-
   
-
       
78,215
  
NA
     
Exercised
  
-
   
-
       
(25,015
)
  
20.00
     
Forfeited, expired or cancelled
  
(11,616
)
  
44.00
       
(411,264
)
  
88.00
     
Outstanding, December 31, 2012
  
5,756
  
$
90.00
   
2.4
   
801,013
  
$
24.00
  
$
3.5
 
Exercisable, December 31, 2012
  
5,756
  
$
90.00
   
2.4
   
708,213
  
$
24.00
  
$
3.3
 
Summary of information related to outstanding and exercisable warrants  
The following table summarizes information related to outstanding and exercisable warrants:

 
  
 
As of December 31, 2012
 
 
  
 
Outstanding
  
Exercisable
 
Range of Exercise Prices
 
Type of Warrant
 
Shares Under Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Warrants
  
Exercise Price
  
Remaining Contractual Life (Years)
 
$
14.00-$16.00
 
Liability
  
656,990
  
$
16.00
   
4.2
   
564,190
  
$
16.00
   
4.1
 
$
46.00
 
Equity
  
3,029
   
46.00
   
3.9
   
3,029
   
46.00
   
3.9
 
$
66.00
 
Liability
  
144,023
   
66.00
   
0.3
   
144,023
   
66.00
   
0.3
 
$
138.00
 
Equity
  
2,727
   
138.00
   
0.8
   
2,727
   
138.00
   
0.8
 
   
 
  
806,769
  
$
24.00
   
3.5
   
713,969
  
$
26.00
   
3.3
 
XML 91 R2.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Balance Sheets (10-K) (USD $)
Dec. 31, 2012
Dec. 31, 2011
Current assets:    
Cash and cash equivalents $ 1,040,000 $ 3,329,000
Restricted cash 1,919,000 2,118,000
Accounts receivable, net of allowance for doubtful accounts of $518 and $323 (variable interest entity restricted $2,505 at December 31, 2012) 3,487,000 3,702,000
Inventories 1,994,000 2,297,000
Deferred tax asset 234,000 159,000
Income and operating taxes recoverable 1,167,000 1,659,000
Deposits and other current assets 975,000 1,049,000
Note receivable, current portion 0 700,000
Total current assets 10,816,000 15,013,000
Property, net (variable interest entity restricted, $5,757 at December 31, 2012) 28,457,000 27,995,000
Goodwill 4,773,000 5,240,000
Intangible assets, net 2,575,000 3,928,000
Other long-term assets 385,000 56,000
Total assets 47,006,000 52,232,000
Current liabilities:    
Accounts payable 3,021,000 2,995,000
Accrued expenses 4,509,000 4,202,000
Current maturities of debt 8,003,000 6,792,000
Pre-petition liabilities 0 1,615,000
Total current liabilities 15,533,000 15,604,000
Long-term liabilities:    
Long-term debt, less current portion 11,581,000 7,933,000
Deferred tax liability 1,674,000 3,767,000
Derivative warrant liabilities 4,520,000 1,296,000
Total liabilities 33,308,000 28,600,000
Commitments and contingencies      
Temporary Equity: Redeemable noncontrolling interest in Nutra SA 9,262,000 9,918,000
Equity attributable to RiceBran Technologies shareholders:    
Preferred stock, 20,000,000 shares authorized and none issued 0 0
Common stock, no par value, 2,500,000 shares authorized, 1,038,080 and 1,006,323 shares issued and outstanding 210,396,000 209,613,000
Accumulated deficit (204,420,000) (194,911,000)
Accumulated other comprehensive loss (1,540,000) (988,000)
Total equity (deficit) attributable to RiceBran Technology shareholders 4,436,000 13,714,000
Total liabilities, temporary equity and equity $ 47,006,000 $ 52,232,000
XML 92 R51.htm IDEA: XBRL DOCUMENT v2.4.0.8
BASIS OF PRESENTATION (Policies) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
BASIS OF PRESENTATION [Abstract]    
Recent Accounting Pronouncements
Recent Accounting Pronouncements

There are no recent accounting pronouncements that are applicable to us and adoption of which could potentially have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements

Accounting pronouncements that are applicable to us and could potentially have a material impact on our financial statements are discussed below.
In May 2011, the Financial Accounting Standards Board (FASB) amended guidance on fair value measurement and expanded the required disclosures related to fair value. The amendments, among other things, clarify that the highest and best use concept applies only to nonfinancial assets and addresses the appropriate premiums and discounts to consider in fair value measurement. We adopted the guidance prospectively, effective January 1, 2012. Adoption did not have a significant impact on our financial position or results of operations.

In September 2011, the FASB amended guidance on goodwill impairment testing. The amendments permit us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Previous guidance required us to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments, we are not required to calculate the fair value of a reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount. We adopted the amendments effective for annual and interim goodwill impairment tests (if required) performed after January 1, 2012. Adoption had no impact on our financial position or results of operations.
XML 93 R79.htm IDEA: XBRL DOCUMENT v2.4.0.8
DEBT (Details) (10-K)
 3 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 9 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 1 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 12 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2012
USD ($)
Dec. 31, 2012
USD ($)
Dec. 31, 2011
USD ($)
Sep. 30, 2013
USD ($)
Dec. 31, 2012
May 2012 [Member]
Amendment in July 2012 [Member]
Dec. 31, 2012
January 2012 [Member]
USD ($)
Dec. 31, 2012
January 2012 [Member]
Amendment in July 2012 [Member]
Dec. 31, 2011
First Quarter 2011 [Member]
USD ($)
Dec. 31, 2011
Second Quarter 2011 [Member]
USD ($)
Dec. 31, 2011
Third Quarter 2011, Event A [Member]
USD ($)
Dec. 31, 2011
Third Quarter 2011, Event B [Member]
USD ($)
Dec. 31, 2011
Fourth Quarter 2011 [Member]
USD ($)
Dec. 31, 2012
January and May 2012 [Member]
USD ($)
Dec. 31, 2012
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2011
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2012
Corporate and USA Segment [Member]
January 2012 [Member]
USD ($)
Dec. 31, 2012
Corporate and USA Segment [Member]
Halpern Entities [Member]
USD ($)
Dec. 31, 2012
Corporate and USA Segment [Member]
Other Investors [Member]
USD ($)
Sep. 30, 2013
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Senior Convertible Debentures, Net [Member]
USD ($)
Dec. 31, 2012
Senior Convertible Debentures, Net [Member]
Mar. 31, 2013
Senior Convertible Debentures, Net [Member]
USD ($)
Dec. 31, 2012
Senior Convertible Debentures, Net [Member]
July 2012 [Member]
USD ($)
Dec. 31, 2012
Senior Convertible Debentures, Net [Member]
Halpern Entities [Member]
Dec. 31, 2012
Senior Convertible Debentures, Net [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2011
Senior Convertible Debentures, Net [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
USD ($)
Dec. 31, 2011
Subordinated Convertible Notes, Net [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes, Net [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
July 2012 [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
August 2012 [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
May 2012 [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
January 2012 [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
January and May 2012 [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
January and May 2012 [Member]
Amendment in July 2012 [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
July and August 2012 [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
Halpern Entities [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes, Net [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2011
Subordinated Convertible Notes, Net [Member]
Corporate and USA Segment [Member]
USD ($)
Jan. 31, 2011
Factoring Agreement [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2012
Factoring Agreement [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2011
Factoring Agreement [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2012
Total [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2012
Other [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2011
Other [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2012
Working Capital Lines of Credit [Member]
USD ($)
Dec. 31, 2012
Working Capital Lines of Credit [Member]
BRL
Sep. 30, 2013
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
Minimum [Member]
Dec. 31, 2012
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
Maximum [Member]
Dec. 31, 2012
Working Capital Lines of Credit [Member]
Brazil Segment [Member]
Average [Member]
Dec. 31, 2012
Capital Expansion Loans [Member]
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Capital Expansion Loans [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Capital Expansion Loans [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Equipment Financing [Member]
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Equipment Financing [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Equipment Financing [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Equipment Financing [Member]
Brazil Segment [Member]
Minimum [Member]
Dec. 31, 2012
Equipment Financing [Member]
Brazil Segment [Member]
Maximum [Member]
Dec. 31, 2012
Equipment Financing [Member]
Brazil Segment [Member]
Average [Member]
Dec. 31, 2012
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
USD ($)
Sep. 30, 2013
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
Minimum [Member]
Dec. 31, 2012
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
Maximum [Member]
Dec. 31, 2012
Advances on Export Letter of Credit [Member]
Brazil Segment [Member]
Average [Member]
Sep. 30, 2013
Special Tax Programs [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Special Tax Programs [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2011
Special Tax Programs [Member]
Brazil Segment [Member]
USD ($)
Dec. 31, 2012
Special Tax Programs [Member]
Brazil Segment [Member]
New [Member]
Dec. 31, 2012
Special Tax Programs [Member]
Brazil Segment [Member]
Replacement [Member]
Dec. 31, 2012
Capital Expansion Loan Agreement One [Member]
Brazil Segment [Member]
BRL
Dec. 31, 2012
Capital Expansion Loan Agreement Two [Member]
Brazil Segment [Member]
BRL
Jun. 30, 2012
Senior Convertible Debenture and Warrant [Member]
USD ($)
Jun. 30, 2012
Senior Convertible Debenture and Warrant [Member]
USD ($)
Sep. 30, 2012
Senior Convertible Debenture and Warrant [Member]
New [Member]
USD ($)
Sep. 30, 2012
Senior Convertible Debenture and Warrant [Member]
Replacement [Member]
USD ($)
Jul. 31, 2012
Senior Convertible Debenture and Warrant [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2012
Senior Convertible Debenture and Warrant [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2012
Senior Convertible Debenture and Warrant [Member]
Corporate and USA Segment [Member]
July 2012 [Member]
USD ($)
Dec. 31, 2012
Senior Convertible Debenture and Warrant [Member]
Corporate and USA Segment [Member]
January 2012 [Member]
Dec. 31, 2012
Subordinated Convertible Notes and Warrants [Member]
USD ($)
Dec. 31, 2011
Subordinated Convertible Notes and Warrants [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes and Warrants [Member]
January 2012 [Member]
USD ($)
Sep. 30, 2013
Subordinated Convertible Notes and Warrants [Member]
January 2012 [Member]
Minimum [Member]
Sep. 30, 2013
Subordinated Convertible Notes and Warrants [Member]
January 2012 [Member]
Maximum [Member]
Dec. 31, 2012
Subordinated Convertible Notes and Warrants [Member]
January and May 2012 [Member]
USD ($)
Investor
Dec. 31, 2012
Subordinated Convertible Notes and Warrants [Member]
January and May 2012 [Member]
Financial Advisor [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes and Warrants [Member]
July and August 2012 [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes and Warrants [Member]
July and August 2012 [Member]
Financial Advisor [Member]
USD ($)
Sep. 30, 2012
Subordinated Convertible Notes and Warrants [Member]
Halpern Entities [Member]
USD ($)
Jun. 30, 2012
Subordinated Convertible Notes and Warrants [Member]
Halpern Entities [Member]
USD ($)
Sep. 30, 2012
Subordinated Convertible Notes and Warrants [Member]
Other Investors [Member]
USD ($)
Jun. 30, 2012
Subordinated Convertible Notes and Warrants [Member]
Other Investors [Member]
USD ($)
Dec. 31, 2012
Subordinated Convertible Notes and Warrants [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2011
Subordinated Convertible Notes and Warrants [Member]
Corporate and USA Segment [Member]
USD ($)
Dec. 31, 2012
Convertible Debt [Member]
Corporate and USA Segment [Member]
Dec. 31, 2012
Debenture [Member]
USD ($)
Dec. 31, 2012
Third Credit Agreement [Member]
Brazil Segment [Member]
USD ($)
Jul. 31, 2012
Third Credit Agreement [Member]
Brazil Segment [Member]
BRL
Debt Instrument [Line Items]                                                                                                                                                                                                                
Total debt   $ 19,584,000 $ 14,725,000 $ 21,777,000                   $ 5,117,000 $ 2,895,000   $ 2,993,000 $ 1,048,000 $ 14,805,000 $ 14,467,000 $ 11,830,000           $ 1,048,000 $ 0     $ 1,608,000                 $ 4,041,000 $ 2,126,000   $ 28,000 $ 262,000 $ 5,089,000 $ 0 $ 507,000     $ 3,767,000 $ 2,227,000 $ 1,778,000       $ 5,555,000 $ 5,021,000 $ 3,789,000 $ 201,000 $ 210,000 $ 214,000       $ 3,953,000 $ 3,189,000 $ 2,838,000       $ 2,618,000 $ 2,531,000 $ 3,211,000                                                              
Current portion   8,003,000 6,792,000 9,422,000                         0 0                 962,000       1,608,000                           962,000                                                                                                                      
Long-term debt, less current portion (nonrecourse)   11,581,000 7,933,000 12,355,000                         2,993,000 1,048,000                 86,000       0                           4,127,000                                                                                                                      
Maturities of Long-term Debt [Abstract]                                                                                                                                                                                                                
2013   8,232,000                       1,219,000           7,013,000                                                                                                                                                                        
2014   1,391,000                       108,000           1,283,000                                                                                                                                                                        
2015   6,461,000                       5,375,000           1,086,000                                                                                                                                                                        
2016   983,000                       0           983,000                                                                                                                                                                        
2017   976,000                       0           976,000                                                                                                                                                                        
Thereafter   3,126,000                       0           3,126,000                                                                                                                                                                        
Total debt   21,169,000           500,000 [1] 730,000 [2] 270,000 [2] 730,000 [2] 2,323,000 [3]   6,702,000     2,600,000 2,775,000   14,467,000         1,299,000   1,299,000       1,558,000 850,000 150,000 50,000 4,325,000                   6,674,000                                                                                     538,000       2,500,000   100,000           1,900,000   0    
Issuance Date of Debt                                                 Jul. 31, 2012             Jul. 31, 2012 Aug. 31, 2012 May 31, 2012 Jan. 31, 2012                                                                                                                                          
Principal Amount of Notes and Debenture   21,169,000           500,000 [1] 730,000 [2] 270,000 [2] 730,000 [2] 2,323,000 [3]   6,702,000     2,600,000 2,775,000   14,467,000         1,299,000   1,299,000       1,558,000 850,000 150,000 50,000 4,325,000                   6,674,000                                                                                     538,000       2,500,000   100,000           1,900,000   0    
Creditor's Debt Conversion Right (in dollars per share)                                                                                                                                                                               $ 14.00                                
Stated annual interest rate (in hundredths)               10.00% [1] 10.00% [2] 10.00% [2] 10.00% [2] 10.00% [3]                                       10.00% 10.00% 10.00% 10.00% 10.00%                                 12.40% 44.50% 23.30% 6.50%   6.50%       13.50% 21.50% 16.20%       3.70% 8.00% 5.60%   7.30%                               10.00%                             5.50%  
Maturity date of debt         Jul. 31, 2015   Jul. 31, 2015                       Jun. 30, 2018           Jan. 31, 2014             Jul. 31, 2015 Jul. 31, 2015 Jul. 31, 2015 Jul. 31, 2015                         May 31, 2014 May 31, 2014             Dec. 31, 2021     Mar. 31, 2016           Jul. 31, 2013                 Dec. 31, 2022 Dec. 31, 2017                           Jul. 31, 2015 Jul. 31, 2016                         Jul. 31, 2019  
Face amount                                                 1,000,000                     4,400,000   1,000,000 2,500,000                                                                                                                                  
Cash investment exchanged                         100,000                                                                                                                                                                                      
Maximum borrowing capacity                                                                                   1,000,000 1,000,000         1,800,000 3,600,000             4,700,000                                       2,800,000 6,700,000                                                      
Monthly minimum charge                                                                                   2,000 2,000                                                                                                                          
Factoring fee as a percentage of borrowing (in hundredths)                                                                                   2.00% 2.00%                                                                                                                          
Number of days outstanding before factoring fee percentage increases                                                                                   45 days 45 days                                                                                                                          
Average outstanding borrowings                                                                                     100,000 100,000                                                                                                                        
Discount rate used for calculating fair value of convertible notes (in hundredths)                                                                                                                                                                                                     25.00%          
Components of convertible debt [Abstract]                                                                                                                                                                                                                
Principal outstanding   (21,169,000)           (500,000) [1] (730,000) [2] (270,000) [2] (730,000) [2] (2,323,000) [3]   (6,702,000)     (2,600,000) (2,775,000)   (14,467,000)         (1,299,000)   (1,299,000)       (1,558,000) (850,000) (150,000) (50,000) (4,325,000)                   (6,674,000)                                                                                     (538,000)       (2,500,000)   (100,000)           (1,900,000)   0    
Discount                                 587,000 2,775,000                 422,000       41,000                           3,784,000                                                                                                           100,000          
Derivative conversion liabilities                                                             (91,000)                                                                                                                                                  
Debt   (19,584,000) (14,725,000) (21,777,000)                   (5,117,000) (2,895,000)   (2,993,000) (1,048,000) (14,805,000) (14,467,000) (11,830,000)           (1,048,000) 0     (1,608,000)                 (4,041,000) (2,126,000)   (28,000) (262,000) (5,089,000) 0 (507,000)     (3,767,000) (2,227,000) (1,778,000)       (5,555,000) (5,021,000) (3,789,000) (201,000) (210,000) (214,000)       (3,953,000) (3,189,000) (2,838,000)       (2,618,000) (2,531,000) (3,211,000)                                                              
Debt - current portion   (8,003,000) (6,792,000) (9,422,000)                         0 0                 (962,000)       (1,608,000)                           (962,000)                                                                                                                      
Debt - long-term portion   (11,581,000) (7,933,000) (12,355,000)                         (2,993,000) (1,048,000)                 (86,000)       0                           (4,127,000)                                                                                                                      
Convertible debt effective interest rate (in hundredths)                                                   25.10%                         20.90%                                                                                                                                  
Number of investors                                                                                                                                                                                     4                          
(Increases) decreases in [Abstract]                                                                                                                                                                                                                
Debt - principal   (6,674,000)                                                                                                                                                         (870,000) (290,000) (139,000)                           (100,000) (2,500,000) (900,000) (1,875,000)            
Debt - discount   4,004,000                                                                                                                                                         870,000 290,000 (661,000)                           100,000 630,000 900,000 1,875,000            
Debt - derivative conversion liabilities   (4,571,000)                                                                                                                                                         (296,000) (128,000) (105,000)                           (69,000) (1,942,000) (583,000) (1,448,000)            
Derivative warrant liabilities   (6,983,000)                                                                                                                                                         (648,000) (273,000) (907,000)                           (88,000) (2,473,000) (746,000) (1,848,000)            
Debt (carrying amount of old note)   2,152,000                                                                                                                                                         0 0 0                           0 2,152,000 0 0            
Equity 1,089,000 1,089,000                                                                                                                                                         0 0 0                           0 1,089,000 0 0 500,000 500,000        
Loss on extinguishment   4,941,000                                                                                                                                                         0 0 1,955,000                           0 2,986,000 0 0            
Financing expense   2,184,000                                                                                                                                                         168,000 141,000 27,000                           59,000 0 413,000 1,376,000            
Other long-term assets - deferred finance costs 295,000 295,000                                                                                                                                                         144,000 23,000 (148,000)         (100,000) (100,000)               4,000 65,000 73,000 134,000            
Proceeds, net of finance costs 3,563,000 3,563,000                                                                                                                                                       632,000 632,000 237,000 (22,000) 200,000                         94,000 (7,000) 843,000 1,786,000 600,000          
Convertibles notes and related warrants issued [Abstract]                                                                                                                                                                                                                
Principal outstanding   21,169,000           500,000 [1] 730,000 [2] 270,000 [2] 730,000 [2] 2,323,000 [3]   6,702,000     2,600,000 2,775,000   14,467,000         1,299,000   1,299,000       1,558,000 850,000 150,000 50,000 4,325,000                   6,674,000                                                                                     538,000       2,500,000   100,000           1,900,000   0    
Stated annual interest rate (in hundredths)               10.00% [1] 10.00% [2] 10.00% [2] 10.00% [2] 10.00% [3]                                       10.00% 10.00% 10.00% 10.00% 10.00%                                 12.40% 44.50% 23.30% 6.50%   6.50%       13.50% 21.50% 16.20%       3.70% 8.00% 5.60%   7.30%                               10.00%                             5.50%  
Per share note conversion price (in dollars per share)   $ 0.08 $ 0.21         $ 40.00 [1] $ 46.00 [2] $ 46.00 [2] $ 46.00 [2] $ 40.00 [3]                   $ 0.07   $ 14.00                                                                                                                                                                
Cash received in transaction     2,280,000         500,000 [1] 230,000 [2] 270,000 [2] 730,000 [2] 550,000 [3]                                                                                                                                                                                        
Number of shares under warrant (in shares)     22,766         2,500 [1] 3,650 [2] 1,350 [2] 3,650 [2] 11,616 [3]                                                                                                                                                       38,400                                
Average Exercise Price of warrants (in dollars per share)               $ 50.00 [1] $ 46.00 [2] $ 46.00 [2] $ 46.00 [2] $ 44.00 [3]                                               $ 24.00 $ 16.00                                                                                                                                      
Equity 1,089,000 1,089,000                                                                                                                                                         0 0 0                           0 1,089,000 0 0 500,000 500,000        
Other assets (295,000) (295,000)                                                                                                                                                         (144,000) (23,000) 148,000         100,000 100,000               (4,000) (65,000) (73,000) (134,000)            
Accreted interest on notes                                                         300,000 200,000                                                                                                                                                    
Principal payments                                                         0 0                                                                                                                                                    
Required number of days notice prior to conversion or exercise                                                                                                                                                                                                         61 days      
Minimum beneficial ownership interest to be required to give notice prior to conversion or exercise (in hundredths)                                                                                                                                                                                                         4.99%      
Principal percentage due each month (in hundredths)                                                                                                                                                                       0.0833 0.0833                                      
Monthly principal payment                               900,000                                                                                                                                       1,300,000                                        
Debenture conversion price - factor (in hundredths)                                                                                                                                                                     80.00%                                          
Number of days used to calculate the weighted average stock price                                                                                                                                                                     20 days                                          
Maximum shares limit percentage (in hundredths)                                                                                                                                                                     20.00%                                          
Number of trading days                                                                                                                                                                     20 days                                          
Fixed amount to subtract from weighted average price                                                                                                                                                                     0.01                                          
Contract value of old notes repaid                                                                                                                                                                                                     2,300,000          
Proceeds from other debt   3,600,000       2,400,000                                                                                                                                                         800,000               1,800,000   900,000             2,300,000        
Proceeds allocated for convertible debt and warrants   3,600,000                                                                                                                                                                                                            
Discount                                 587,000 2,775,000                 422,000       41,000                           3,784,000                                                                                                           100,000          
Proceeds net of issuance costs 3,563,000 3,563,000                                                                                                                                                       632,000 632,000 237,000 (22,000) 200,000                         94,000 (7,000) 843,000 1,786,000 600,000          
Debenture replacement description                                                                                                                                                                                                           In the third quarter of 2012, this January 2012 debenture was exchanged for a July 2012 debenture with a stated principal amount of $1.0 million, representing the original principal amount plus interest which will accrue through the replacement debenture's January 2014 maturity. In July 2012, we also issued a new senior convertible debenture and related warrant and received $0.2 million in proceeds, net of financing costs. Each of the July 2012 debentures is convertible immediately at $0.07 per share. Commencing February 2013, we are required to redeem 1/12th of the $1.3 million combined principal each month until the January 2014 maturity date. In lieu of a cash redemption we may elect to redeem the debentures by issuing a number of shares of common stock equal to the monthly redemption amount divided by the lesser of (i) the current debenture conversion price or (ii) 80% of the 20-day volume weighted average trading price of our common stock or (iii) the volume weighted average trading price of our common stock on the day immediately prior to the redemption date less $0.01. The number of shares delivered may not exceed 20% of the number of shares traded in the 20-day trading period prior to payment. The debentures are secured by a senior interest in substantially all of our assets, excluding our interest in Nutra SA. Pursuant to the terms of the debentures, we may not pay any dividends while the debenture is outstanding. Under the terms of the original January 2012 debenture, we had been required to redeem 1/12th of the $0.9 million principal each month commencing August 2012 until the July 2013 maturity date.    
Terms of conversion feature                                           In May 2013, we entered into agreements to allow each holder of existing subordinated convertible notes and warrants to invest in additional notes and related warrants and provided that each holder making an additional investment (i) receive 0.0125 shares of our common stock for each dollar invested and (ii) agree to extend the maturity date for all of their notes to July 2016. Further, each holder of outstanding convertible notes could elect (PIK Election), in lieu of receiving cash interest payments otherwise payable though June 2014 on their existing convertible notes to receive (i) an increase in the number of shares of common stock underlying their notes (ii) an equity warrant to purchase shares of our common stock and (ii) 0.0125 shares of our common stock for each dollar of interest otherwise payable through June 2014. Holders making an additional investment were deemed under the agreement to have made a PIK Election. (i) the current debenture conversion price or (ii) 80% of the 20-day volume weighted average trading price of our common stock or (iii) the volume weighted average trading price of our common stock on the day immediately prior to the redemption date less $0.01.                                                                                                                                                                  
Gain loss recognized                                                           0                                                                                                                                                    
Amount borrowed                                                                                                                                                                                                             900,000 1,700,000
Available for working capital                                                                                                                   $ 1,500,000                                                                                            
Borrowing capacity, percentage of collateral, lower range limit (in hundredths)                                                                                                     40.00%                                                                                                          
Borrowing capacity, percentage of collateral, upper range limit (in hundredths)                                                                                                     100.00%                                                                                                          
[1] The convertible note and the related warrant issued in the first quarter of 2011, were terminated and cancelled in the second quarter of 2011 when the second quarter transaction occurred.
[2] The convertible notes and related warrants issued in the second and third quarters of 2011, were terminated and cancelled in the fourth quarter of 2011 when the fourth quarter transaction occurred.
[3] The convertible notes and related warrants issued in the fourth quarter of 2011, were terminated and cancelled in the first quarter of 2012, when a subordinated convertible note was issued to the Halpern Entities, as described further below.
XML 94 R75.htm IDEA: XBRL DOCUMENT v2.4.0.8
INVENTORIES (Details) (10-K) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Dec. 31, 2011
INVENTORIES [Abstract]      
Finished goods $ 1,096 $ 1,146 $ 906
Work in process 61 330 804
Raw materials 170 255 353
Packaging supplies 233 263 234
Total inventories $ 1,560 $ 1,994 $ 2,297
XML 95 R29.htm IDEA: XBRL DOCUMENT v2.4.0.8
RELATED PARTY TRANSACTIONS (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
RELATED PARTY TRANSACTIONS [Abstract]    
RELATED PARTY TRANSACTIONS
NOTE 16. RELATED PARTY TRANSACTIONS

Transactions with Director Baruch Halpern

In January 2012, Baruch Halpern became a member of our board of directors. Mr. Halpern is the principal in Halpern Capital, Inc. (HC). Under a February 2011 financial advisor agreement, we were obligated to pay HC success fees ranging from 2.5% to 5.0% of the consideration received from certain equity, convertible securities or debt transactions. We were also required to issue warrants to purchase shares of common stock that equaled from 2.5% to 5.0% of the consideration received in those transactions, divided by either the market price of the common stock or the conversion price of the securities issued in the transaction. This agreement terminated April 1, 2012, however we remained obligated to pay HC success fees and issue HC warrants on any transaction with an investor introduced by HC though March 31, 2013.

During the three months ended March 31, 2012, in connection with the January 2012 issuances of the subordinated convertible notes and senior convertible note, and related warrants, HC received $0.1 million in cash fees under the financial advisor agreement. Mr. Halpern also received warrants exercisable for 3,563 shares of our common stock at $20.00 per share and warrants exercisable for 750 shares of our common stock at $30.00 per share, which were owed to HC under the financial advisor agreement. During the three months ended March 31, 2013, HC received no success fees or transaction warrants.

In January 2012, we agreed to extend the expiration dates on certain liability warrants, held by Mr. Halpern and his family, for the purchase of 25,833 shares of common stock at an exercise price of $20.00 per share from July 2014 to January 2017. The resulting $0.1 million change in the fair value of the warrants increased other income (expense).

Mr. Halpern held as of September 30, 2013 and December 31, 2012, $2.6 million of subordinated convertible notes. During the three and nine months ended September 30, 2013, we accrued $0.1 million and $0.2 million of interest on the convertible notes beneficially owned by Mr. Halpern and paid $0.1 million and $0.1 million of interest. During the three and nine months ended September 30, 2012, we accrued $0.1 million and $0.2 million of interest on the convertible notes beneficially owned by Mr. Halpern and paid $0.1 million and $0.2 million of interest. During the three and nine months ended September 30, 2012, we received $0.1 million of cash in connection with issuances of convertible debt and related warrants to entities beneficially owned by Mr. Halpern. We made no convertible note principal payments in any period presented.

In April 2013, we issued a promissory note in the principal amount of $0.1 million to Mr. Halpern. The note bore interest at 10% and was repaid in full in May 2013.

During the three months ended March 31, 2012, we paid HC $0.4 million relevant to HC’s class 6 general unsecured creditor claim as part of our payment obligations under the Amended Plan of Reorganization. The claim represented payment for services rendered prior to the November 2009 bankruptcy petition filing.

Other Transactions with Directors and Officer

W. John Short, CEO and director, invested $50 thousand in the January 2012 subordinated convertible notes and related warrants and $25 thousand in the April 2013 subordinated convertible notes and related warrants. During the three and nine months ended September 30, 2013, we paid less than $1 thousand of interest on the convertible notes and during the nine months ended September 30, 2012, we paid $2 thousand of interest. In June 2013, Mr. Short made a PIK Election for interest accruing under the notes from February 2013 through June 2014. In connection with the election, we issued to Mr. Short 82 shares of common stock and a PIK warrant, currently with 204 underlying shares of common stock, and we increased the shares underlying Mr. Short’s convertible notes by 204 shares as payment for interest accruing under the convertible notes from February 2013 through September 2013.
NOTE 17. RELATED PARTY TRANSACTIONS

Transactions with Director Baruch Halpern

In January 2012, Baruch Halpern became a member of our board of directors. Mr. Halpern is the principal in Halpern Capital, Inc. (HC). Under a February 2011 financial advisor agreement we are obligated to pay HC success fees ranging from 2.5% to 5.0% of the consideration received from certain equity, convertible securities or debt transactions. We must also issue warrants to purchase shares of common stock that equal from 2.5% to 5.0% of the consideration received in those transactions, divided by either the market price of the common stock or the conversion price of the securities issued in the transaction. This agreement terminated April 1, 2012, however, we remain obligated to pay HC success fees and issue HC warrants on any transaction with an investor introduced by HC occurring though March 31, 2013.

In connection with the issuance of convertible debt in 2012 we issued the transactional warrants listed below under the terms of our financial advisor agreement with HC.

Date of Warrants
 
Number of Shares Under Warrants
 
Exercise Price of Warrant
Expiration Date of Warrant
 
 
 
  (1)
 
January 2012
  
1,250
 
Exercisable immediately at $30.00 per share (2)
January 2017
January 2012
  
5,563
 
Exercisable immediately at $20.00 per share (2)
January 2017
May 2012
  
63
 
Exercisable immediately at $20.00 per share (2)
May 2017
July 2012
  
711
 
Exercisable immediately at $14.00 per share
July 2017
August 2012
  
268
 
Exercisable immediately at $14.00 per share
August 2017

(1)All of the transactional warrants contain full ratchet antidilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise.

(2)As a result of the July 31, 2012, issuances of convertible debt and related warrants, the exercise prices on these transactional warrants were reduced under the full ratchet antidilution provisions included in the transactional warrants, to $14.00 per share and the number of underlying shares increased to equal the number of original underlying shares times the initial exercise price divided by $14.00 per share.

Other transactions with Mr. Halpern, HC and Halpern Entities are summarized below (in thousands):

 
 
2012
  
2011
 
Success fees earned by HC under financial advisor agreement payable in cash
 
$
164
  
$
26
 
Proceeds received from Mr. Halpern and Halpern Entities upon issuance of convertible debt and related warrants
  
213
   
1,739
 
Interest earned by Halpern Entities on convertible debt
  
302
   
225
 
Payments to HC relevant to HC's class 6 general unsecured creditor claim
  
256
   
754
 

As of December 31, 2012 and 2011, there was less than $0.1 million in accounts payable or accrued expenses due to Mr. Halpern, HC or the Halpern Entities.

In January 2012, we agreed to extend the expiration dates on certain liability warrants held by Mr. Halpern and others, for the purchase of 25,833 shares of common stock at an exercise price of $20.00 per share from July 2014 to January 2017. The resulting $0.1 million change in the fair value of the warrants was expensed in other income (expense).

As a result of the amendment discussed in Note 10, the terms of Mr. Halpern’s January 2012 subordinated convertible note were modified such that the maturity date was extended from January to July 2015, the exercise price on the related warrant was reduced from $24.00 per share to $16.00 per share and the number of underlying shares on those warrants was increased from 125,000 to 178,572. Had the warrant not been amended, the exercise price would have reduced to $14.00 per share under the antidilution provisions in the warrant.

Transactions with Other Directors

In April 2012, Henk Hoogenkamp became a member of our board of directors. In 2011, Mr. Hoogenkamp performed consulting services for us under an independent contractor agreement. Under the agreement, as amended, we agreed to pay Mr. Hoogenkamp a total of $0.1 million as compensation for services in 2011. In addition, we issued to Mr. Hoogenkamp 750 shares of our common stock which fully vested on December 31, 2011. In June 2011, we entered into an amendment to the independent contractor agreement, which reduced the scope of the consulting services and reduced his compensation during the last six months of 2011. Mr. Hoogenkamp agreed to be paid less than $0.1 million for his consulting services in 2011 and we agreed to extend the exercise period for certain stock options issued to Mr. Hoogenkamp for the purchase of up to 2,200 shares of our common stock to June 30, 2015. The change in fair value of the warrants was less than $0.1 million. Effective January 1, 2012, under a new one-year independent contractor consulting agreement, we issued Mr. Hoogenkamp 5,000 shares of our common stock, which were to vest in twelve equal monthly installments during 2012. In April 2012, in connection with Mr. Hoogenkamp’s appointment to the Board of Directors, we terminated the independent contractor agreement and agreed to immediately vest all of the 5,000 shares of common stock previously granted. During 2012 and 2011, we paid and expensed less than $0.1 million for cash fees owed under the independent contractor agreements. We expensed $0.1 million in both 2012 and 2011 for common stock issued under the independent contractor agreements.

W. John Short (CEO and director), Zanesville Partners Fund, LLC, which is beneficially owned by James C. Lintzenich (former director), and the Edward L. McMillan Revocable Trust, which is beneficially owned by Edward L. McMillan (former director), collectively invested $0.1 million in the January 2012 subordinated convertible notes and related warrants issuance. During 2012, we paid and expensed less than $0.1 million for interest on these three subordinated convertible notes.
XML 96 R23.htm IDEA: XBRL DOCUMENT v2.4.0.8
EQUITY AND SHARE-BASED COMPENSATION (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
EQUITY AND SHARE-BASED COMPENSATION [Abstract]    
EQUITY AND SHARE-BASED COMPENSATION
NOTE 13. EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS

On October 28, 2013, our board of directors approved a 1 for 200 reverse split of our common stock. We began trading on a post split basis on November 18, 2013. All share and per share information has been retrospectively adjusted for all prior periods presented giving retroactive effect to the reverse stock split. Such adjustments include calculations of our weighted averages number of shares outstanding and loss per share, as well as disclosures regarding our share-based compensation and convertible debt.

A summary of equity activity for the nine months ended September 30, 2013, (in thousands, except share data) follows.

 
 
Common Stock
  
Accumulated
  
Accumulated Other Comprehensive
  
Total
 
 
 
Shares
  
Amount
  
Deficit
  
Loss
  
Equity
 
Balance, December 31, 2012
  
1,038,080
  
$
210,396
  
$
(204,420
)
 
$
(1,540
)
 
$
4,436
 
Share-based compensation, options
  
-
   
380
   
-
   
-
   
380
 
Conversion of senior subordinated debenture
  
28,429
   
500
   
-
   
-
   
500
 
Common stock issued for fees and services
  
37,088
   
613
   
-
   
-
   
613
 
Warrants issued for fees and services
  
-
   
156
   
-
   
-
   
156
 
Foreign currency translation
  
-
   
-
   
-
   
(458
)
  
(458
)
Net loss
  
-
   
-
   
(9,851
)
  
-
   
(9,851
)
Balance September 30, 2013
  
1,103,597
  
$
212,045
  
$
(214,271
)
 
$
(1,998
)
 
$
(4,224
)
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

In June 2013, our shareholders approved an increase in the number of our authorized shares of common stock from 2,500,000 to 6,000,000.

A summary of stock option and warrant activity for the nine months ended September 30, 2013, follows.

 
 
Options
  
Equity and Liability Warrants
 
 
 
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
Outstanding, December 31, 2012
  
169,254
  
$
32.00
   
6.3
   
806,769
  
$
24.00
   
3.5
 
Granted (1)
  
37,500
   
16.00
       
54,581
   
16.00
     
Impact of anti-dilution clauses
  
-
   
-
       
2,082
  
NA
     
Exercised
  
-
   
-
       
-
   
-
     
Forfeited, expired or cancelled
  
(27,551
)
  
54.00
       
(146,106
)
  
66.00
     
Outstanding, September 30, 2013
  
179,203
  
$
24.40
   
6.4
   
717,326
  
$
16.00
   
3.6
 
Exercisable, September 30, 2013
  
144,887
  
$
26.00
   
5.9
   
717,326
  
$
16.00
   
3.6
 

(1)Includes adjustments to shares underlying PIK warrants.

Options

In April 2013, our board increased the number of shares of common stock that each non-employee director automatically receives annually each January 1 under our 2010 Equity Incentive Plan from 1,250 to 5,000 shares. In connection with the increase in the automatic director grant, in April 2013, our board granted each of our five non-employee directors a stock option to purchase up to 3,750 shares of common stock. Each option has an exercise price of $16.00 per share, vests in nine equal monthly installments ending December 31, 2013, and expires in April 2023. In January 2013, we issued each of those five non-employee directors an option for the purchase of up to 1,250 shares of common stock under the non-employee director automatic grant provision. Each option has an exercise price of $16.00 per share, vests in twelve equal monthly installments ending December 2013, and expires in January 2023.

In April 2013, the Board granted each of the two directors serving on the Strategic Committee and consulting special counsel a stock option to purchase up to 1,250 shares of common stock. Each option has an exercise price of $16.00 per share, vests in twelve equal monthly installments ending in March 2014 and expires in April 2018.

Warrants

We have outstanding warrants classified as equity (equity warrants) and as derivative warrant liability (liability warrants). We have certain warrant agreements in effect for outstanding liability warrants that contain antidilution clauses. Under the antidilution clauses, in the event of equity issuances, we may be required to lower the exercise price on liability warrants and increase the number of shares underlying liability warrants. Equity issuances may include issuances of our common stock, certain awards of options to employees, and issuances of warrants and/or other convertible instruments below a certain exercise price.

The April 2013 issuances of convertible debt and related warrants triggered the antidilution clauses in certain warrants and, as a result, we lowered the exercise price and increased the number of underlying shares on those liability warrants in April 2013. The affected warrants subsequently expired later in April 2013 with 146,106 underlying shares.
RiceBran Technologies
Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes information related to outstanding warrants:

 
  
 
As of September 30, 2013
  
As of December 31, 2012
 
Range of Exercise Prices
 
Type of Warrant
 
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)
 
$
14.00-$16.00
 
Liability (1)
  
695,390
  
$
16.00
   
3.6
   
656,990
  
$
16.00
   
4.2
 
$
16.00
 
Liability (2)
  
4,005
   
16.00
   
4.8
   
-
   
-
   
-
 
$
16.00
 
Equity
  
12,176
   
16.00
   
4.7
   
-
   
-
   
-
 
$
46.00
 
Equity
  
3,029
   
46.00
   
3.2
   
3,029
   
46.00
   
3.9
 
$
66.00
 
Liability (1)
  
-
   
-
   
-
   
144,023
   
66.00
   
0.3
 
$
138.00
 
Equity
  
2,727
   
138.00
   
0.1
   
2,727
   
138.00
   
0.8
 
   
 
  
717,327
  
$
16.00
   
3.6
   
806,769
  
$
24.00
   
3.5
 

(1)The warrant contain full ratchet anti-dilution provisions.
(2)The warrants are classified as liability warrants because an indeterminate number of shares are issuable under the TCA debt agreement.
NOTE 11. EQUITY AND SHARE-BASED COMPENSATION

On October 28, 2013, our board of directors approved a 1 for 200 reverse split of our common stock. We began trading on a post split basis on November 18, 2013. All share and per share information has been retrospectively adjusted for all prior periods presented giving retroactive effect to the reverse stock split. Such adjustments include calculations of our weighted averages number of shares outstanding and loss per share, as well as disclosures regarding our share-based compensation and convertible debt.

We have never declared or paid dividends on our common stock and have no plans to pay dividends in the foreseeable future. Pursuant to the terms of the senior convertible debentures, we may not pay any dividends while a debenture is outstanding. Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the limited liability company agreement for Nutra SA.

In lieu of paying cash to non-employee board members for board retainer fees for the last three quarters of 2011, we issued 6,036 shares of common stock.

A summary of stock option and warrant activity for 2012 and 2011 follows.

 
 
Options
  
Equity and Liability Warrants
 
 
 
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
Outstanding, January 1, 2011
  
227,426
  
$
60.00
   
6.8
   
202,148
  
$
254.00
   
2.3
 
Granted
  
26,022
   
44.00
       
25,794
   
46.00
     
Impact of anti-dilution clauses
  
-
  
NA
       
31,517
  
NA
     
Exercised
  
-
  
NA
       
-
  
NA
     
Forfeited, expired or cancelled
  
(60,504
)
  
72.00
       
(25,512
)
  
148.00
     
Outstanding, December 31, 2011
  
192,944
   
54.00
   
6.3
   
233,947
   
208.00
   
1.7
 
Granted
  
29,060
   
30.00
       
423,782
   
20.00
     
Impact of anti-dilution clauses
  
-
  
NA
       
518,720
  
NA
     
Impact of amendment
  
-
  
NA
       
78,215
  
NA
     
Exercised
  
-
  
NA
       
(25,015
)
  
20.00
     
Forfeited, expired or cancelled
  
(52,750
)
  
68.00
       
(422,880
)
  
86.00
     
Outstanding, December 31, 2012
  
169,254
  
$
32.00
   
6.3
   
806,769
  
$
24.00
   
3.5
 
Exercisable, December 31, 2012
  
143,522
  
$
34.00
   
5.9
   
713,969
  
$
26.00
   
3.3
 

Options

Our board of directors adopted our 2010 Equity Incentive Plan (2010 Plan) in February 2010. A total of 125,000 shares of common stock were initially reserved for issuance under the 2010 Plan. The amount reserved increases annually each January 1st by 5% of the outstanding shares as of the prior December 31st. Additionally, in 2011 the board approved an 40,000 increase in the number of shares of common stock reserved under the plan. Under the terms of the 2010 Plan, we may grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our board of directors administers the 2010 Plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients. The options granted under the 2010 Plan have terms of up to 10 years.

 
 
December 31,
2012
 
 
 
 
Initially reserved
  
125,000
 
Additionally reserved - annual increases
  
99,156
 
Additionally reserved - board action
  
40,000
 
Options granted since inception, net of forfeited, expired or cancelled
  
(114,890
)
Stock granted since inception
  
(60,282
)
Available for issuance under the 2010 Plan
  
88,984
 

Our board of directors adopted the 2005 Equity Incentive Plan (2005 Plan) in May 2005 and our shareholders approved the 2005 Plan in September 2005. Under the terms of the 2005 Plan, we could grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Options granted under the 2005 Plan have terms of up to 10 years. There are no longer any shares reserved for future issuance under the 2005 Plan.

We have outstanding a total of 17,077 options awarded to current and former directors, employees and consultants at various times beginning in 2004 through 2009 that do not fall under the plans described above. Expiration periods, typically ten years, and other terms of these non-plan specific options are not materially different from those issued under the 2010 Plan and 2005 Plan.

Share-based compensation expenses related to options are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands):

 
 
2012
  
2011
 
Consultants
 
$
42
  
$
14
 
Directors
  
285
   
280
 
Employees
  
152
   
112
 
Executive officers
  
444
   
501
 
Total share-based compensation expense, options
 
$
923
  
$
907
 

The following table summarizes option activity during 2012 and 2011:

 
 
Employees and Directors
  
Consultants
  
 
 
 
Weighted Average Exercise Price
  
Shares Under Options
  
Weighted Average Exercise Price
  
Shares Under Options
  
Total Number of Options
 
Outstanding, January 1, 2011
 
$
82.00
   
218,808
  
$
292.00
   
8,618
   
227,426
 
Granted
  
42.00
   
22,022
   
62.00
   
4,000
   
26,022
 
Forfeited, expired or cancelled
  
68.00
   
(60,336
)
  
2,000.00
   
(168
)
  
(60,504
)
Exercised
 
NA
   
-
  
NA
   
-
   
-
 
Outstanding, December 31, 2011
  
48.00
   
180,494
   
152.00
   
12,450
   
192,944
 
Granted
  
26.00
   
28,060
   
16.00
   
1,000
   
29,060
 
Forfeited, expired or cancelled
  
58.00
   
(50,250
)
  
266.00
   
(2,500
)
  
(52,750
)
Exercised
 
NA
   
-
  
NA
   
-
   
-
 
Outstanding, December 31, 2012
 
$
26.00
   
158,304
  
$
106.00
   
10,950
   
169,254
 
 
                    
Exercisable, December 31, 2012
 
$
28.00
   
134,155
  
$
112.00
   
9,367
   
143,522
 
Exercisable, December 31, 2011
 
$
52.00
   
129,571
  
$
190.00
   
8,867
   
138,438
 

The following are the weighted-average assumptions used in valuing stock options:

 
 
2012
  
2011
 
 
 
  
 
Fair value of options granted
 
$
20.00
  
$
38.00
 
Volatility
  
109.2
%
  
101.5
%
Risk free interest rate
  
0.9
%
  
0.8
%
Expected life of options (in years)
  
6.1
   
5.2
 
Expected dividends
  
-
   
-
 
Forfeiture rate
  
5
%
  
5
%
The following table summarizes information related to outstanding and exercisable options:

  
As of December 31, 2012
 
  
Outstanding
  
Exercisable
 
Range of Exercise Prices
  
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
  
  
  
  
  
  
 
$
16.00
   
110,212
  
$
16.00
   
7.0
   
86,063
  
$
16.00
   
6.7
 
$
28.00
   
3,540
   
28.00
   
9.2
   
3,540
   
28.00
   
9.2
 
$
40.00
   
34,064
   
40.00
   
5.6
   
34,064
   
40.00
   
5.6
 
$
60.00
   
15,000
   
60.00
   
2.0
   
15,000
   
60.00
   
2.0
 
$
74.00
   
3,438
   
74.00
   
8.2
   
1,855
   
74.00
   
8.2
 
$
242.00
   
500
   
242.00
   
3.0
   
500
   
242.00
   
3.0
 
$
300.00
   
2,500
   
300.00
   
0.4
   
2,500
   
300.00
   
0.4
 
$
16.00 to $300.00
   
169,254
   
32.00
   
6.3
   
143,522
   
34.00
   
5.9
 

In 2012, we issued 15,022 shares of common stock to retiring directors in exchange for the surrender of vested stock options exercisable for 23,710 shares of common stock. The fair value of the options surrendered on the date of the stock issuances was $0.3 million and fair value of the stock at issuances was $0.3 million.

For 2012, our non-employee directors agreed to accept stock options in lieu of cash representing one half of the board retainer fees to which they otherwise would have been entitled. As a result, we issued options for the purchase of 6,090 shares of common stock in 2012, at an exercise price of $28.00 per share. The stock options vested in installments during 2012. The $0.2 million grant date fair value of the options equaled the cash fees to which the directors were otherwise entitled.

In 2012, our three executive officers agreed to accept stock options in lieu of receiving their full salary in cash. Our three executive officers received cash equal to either 83.3% or 90.0% of their stated contract salary, as detailed in their employment agreements, and these officers were collectively issued stock options for the purchase of up to 4,263 shares of common stock at an exercise price equal to $24.00 per share. The options vested in installments during 2012. The $0.1 million grant date fair value of the options equaled the officers’ salary forbearance.

In 2012, we lowered the exercise price on outstanding options held by certain employees for the purchase of up to 108,588 shares of common stock to $16.00 per share from an average exercise price of $38.00 per share. The stock price on the date of the re-pricing was $14.00 per share. No other terms of the options were modified. We recorded expense of less than $0.1 million in 2012, representing the difference between the fair value of the options before and after the modification. Total unrecognized compensation increased less than $0.1 million as a result of the modification.

In 2011, we entered into amendments to employment agreements with each of our four executive officers. Twenty percent of each officer’s salary for the last six months of 2011 was paid in stock options instead of in cash. The options vested and became exercisable in installments during 2011. Under the amendments we issued options to purchase 10,584 shares of common stock, at an average exercise price of $40.00, and an average initial term of 1.6 years.

In 2010, we reached an agreement to settle all potential claims associated with the employment of Mr. Brad Edson, our former chief executive officer. The agreement was subject to the approval of the Bankruptcy Court and became effective upon court approval in 2011. Mr. Edson agreed to return to NutraCea $0.4 million, representing a bonus earned in 2008. We recorded a receivable for the return of the bonus. The corresponding income reduced selling, general and administrative expenses in the first quarter of 2011. As partial payment of the receivable, Mr. Edson forfeited 30,000 options granted in 2004 and returned 175 shares of common stock in payment of $0.3 million of his obligation. The options had an exercise price of $60.00 per share and were outstanding and exercisable as of December 31, 2010. We reduced the receivable from Mr. Edson, reduced equity by $0.3 million, and cancelled the options in 2011, when the Bankruptcy Court approved the agreement. The remaining $0.1 million receivable remains unpaid and reserved for due to uncertainty with regard to the collectability of the receivable as of December 31, 2012.

In 2011, we reached an agreement to settle all potential claims associated with the employment of Mr. Todd Crow, our former chief financial officer. As part of the settlement, Mr. Crow was required to forfeit 8,315 options and return 48 shares of common stock held. The agreement was subject to the approval of the Bankruptcy Court and became effective upon court approval in 2011. We cancelled the stock and options in 2011. The options had an average exercise price of $74.00 per share and were outstanding and exercisable as of December 31, 2010. No value was assigned to the cancelled stock or options because we transferred no cash or other assets in exchange. In connection with the settlement, Mr. Crow agreed to withdraw his $0.2 million bankruptcy claim.

Warrants

We have outstanding warrants classified as equity (equity warrants) and as warrant liability (liability warrants).

 
 
Equity Warrants
  
Liability Warrants
 
 
 
Shares Under Equity Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Liability Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
Balance, January 1, 2011
  
2,727
  
$
138.00
   
2.8
   
199,421
  
$
256.00
   
2.3
 
Granted
  
25,795
   
46.00
       
-
         
Impact of antidilution clauses
  
-
           
31,516
         
Exercised
  
-
           
-
         
Forfeited, expired or cancelled
  
(11,150
)
  
46.00
       
(14,362
)
  
226.00
     
Balance, December 31, 2011
  
17,372
   
60.00
   
3.5
   
216,575
   
220.00
   
1.5
 
Granted
  
-
   
-
       
423,782
   
20.00
     
Impact of antidilution clauses
  
-
   
-
       
518,720
  
NA
     
Impact of amendment
  
-
   
-
       
78,215
  
NA
     
Exercised
  
-
   
-
       
(25,015
)
  
20.00
     
Forfeited, expired or cancelled
  
(11,616
)
  
44.00
       
(411,264
)
  
88.00
     
Outstanding, December 31, 2012
  
5,756
  
$
90.00
   
2.4
   
801,013
  
$
24.00
  
$
3.5
 
Exercisable, December 31, 2012
  
5,756
  
$
90.00
   
2.4
   
708,213
  
$
24.00
  
$
3.3
 

During the first quarter of 2012, the holder of a liability warrant to purchase 25,016 shares of common stock exercised the warrant on a cashless basis and, as a result, we issued the holder 7,764 shares of our common stock. We transferred the $0.7 million fair value of the liability warrant as of the date of exercise into equity.

The following table summarizes information related to outstanding and exercisable warrants:

 
  
 
As of December 31, 2012
 
 
  
 
Outstanding
  
Exercisable
 
Range of Exercise Prices
 
Type of Warrant
 
Shares Under Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Warrants
  
Exercise Price
  
Remaining Contractual Life (Years)
 
$
14.00-$16.00
 
Liability
  
656,990
  
$
16.00
   
4.2
   
564,190
  
$
16.00
   
4.1
 
$
46.00
 
Equity
  
3,029
   
46.00
   
3.9
   
3,029
   
46.00
   
3.9
 
$
66.00
 
Liability
  
144,023
   
66.00
   
0.3
   
144,023
   
66.00
   
0.3
 
$
138.00
 
Equity
  
2,727
   
138.00
   
0.8
   
2,727
   
138.00
   
0.8
 
   
 
  
806,769
  
$
24.00
   
3.5
   
713,969
  
$
26.00
   
3.3
 

We have certain warrant agreements in effect for outstanding liability warrants that contain antidilution clauses. Under the antidilution clauses, in the event of equity issuances, we may be required to lower the exercise price on liability warrants and increase the number of shares underlying liability warrants. Equity issuances may include issuances of our common stock, certain awards of options to employees, and issuances of warrants and/or other convertible instruments below a certain exercise price.

Common stock and warrant issuance to Buyer (Note 12), convertible note and warrant issuances (Note 10), in 2012 and 2011 triggered the antidilution clauses in certain liability warrants and, as a result, we were required to lower the exercise price and increase the number of shares underlying certain liability warrants. In addition, certain amendments required us to lower the exercise price and increase the numbers of shares underlying certain warrants.
XML 97 R103.htm IDEA: XBRL DOCUMENT v2.4.0.8
SEGMENT INFORMATION (Details) (10-Q) (USD $)
In Thousands, unless otherwise specified
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Segment information identified and reconciliations of segment information to total consolidated information [Abstract]            
Revenues $ 8,725 $ 9,349 $ 26,822 $ 28,806 $ 37,723 $ 36,957
Cost of goods sold 7,955 7,473 23,808 23,426 31,651 29,386
Gross profit 770 1,876 3,014 5,380 6,072 7,571
Depreciation and amortization (in selling, general and administrative) (302) (521) (951) (1,691) (2,062) (2,651)
Intersegment fees   0   0 0 0
Impairment of property   0 (300) (1,069) (1,069) (1,592)
Other operating expense (3,132) (2,709) (8,774) (9,229) (11,628) (14,712)
Loss from operations (2,664) (1,354) (6,711) (6,609) (8,687) (9,584)
Net loss attributable to RiceBran Technologies shareholders (2,071) (368) (9,851) (9,398) (9,509) (10,099)
Interest expense 1,084 498 2,879 1,303 1,926 1,763
Depreciation (in costs of goods sold) 675 578 2,024 1,932 2,550 2,329
Purchases of property 1,051 2,031 2,301 5,824 6,482 6,867
Segment information for selected balance sheet accounts [Abstract]            
Inventories 1,560   1,560   1,994  
Property, net (variable interest entity restricted $5,231 and $5,757) 25,820   25,820   28,457 27,995
Goodwill 4,331   4,331   4,773 5,240
Intangible assets, net 1,690   1,690   2,575 3,928
Total assets 41,826   41,826   47,006 52,232
Revenues from External Customers and Long-Lived Assets [Line Items]            
Revenues 8,725 9,349 26,822 28,806 37,723 36,957
United States [Member]
            
Revenues from External Customers and Long-Lived Assets [Line Items]            
Revenues 3,052 2,685 9,714 8,501    
Brazil [Member]
            
Revenues from External Customers and Long-Lived Assets [Line Items]            
Revenues 4,048 4,626 13,845 14,397    
Other International [Member]
            
Revenues from External Customers and Long-Lived Assets [Line Items]            
Revenues 1,625 2,038 3,263 5,908 3,280 8,638
Corporate [Member]
            
Segment information identified and reconciliations of segment information to total consolidated information [Abstract]            
Revenues 0 0 0 0 0 0
Cost of goods sold 0 0 0 0 0 0
Gross profit 0 0 0 0 0 0
Depreciation and amortization (in selling, general and administrative) (6) (175) (17) (246) (197) (119)
Intersegment fees   57   169 347 (439)
Impairment of property   0   0 0 (240)
Other operating expense (1,292) (836) (3,627) (3,559) (4,768) (5,556)
Loss from operations (1,298) (954) (3,644) (3,636) (4,618) (6,354)
Net loss attributable to RiceBran Technologies shareholders (1,433) (220) (8,255) (7,229) (7,046) (6,875)
Interest expense 666 173 1,541 494 743 619
Depreciation (in costs of goods sold) 0 0 0 0 0 0
Purchases of property 6 0 12 0 1 0
Segment information for selected balance sheet accounts [Abstract]            
Inventories 0   0   0  
Property, net (variable interest entity restricted $5,231 and $5,757) 59   59   36 263
Goodwill 0   0   0 0
Intangible assets, net 0   0   0 0
Total assets 3,328   3,328   3,201 4,672
USA [Member]
            
Segment information identified and reconciliations of segment information to total consolidated information [Abstract]            
Revenues 3,065 3,065 9,099 9,629 12,633 10,700
Cost of goods sold 2,332 2,184 6,895 6,737 8,946 7,566
Gross profit 733 881 2,204 2,892 3,687 3,134
Depreciation and amortization (in selling, general and administrative) (119) (145) (358) (784) (1,006) (1,306)
Intersegment fees   0   0 0 0
Impairment of property   0   (1,069) (1,069) (1,352)
Other operating expense (622) (662) (1,743) (1,959) (2,364) (3,728)
Loss from operations (8) 74 103 (920) (752) (1,452)
Net loss attributable to RiceBran Technologies shareholders (8) 73 103 (937) (770) (1,631)
Interest expense 0 0 0 17 17 180
Depreciation (in costs of goods sold) 207 179 665 714 899 993
Purchases of property 19 6 147 72 150 98
Segment information for selected balance sheet accounts [Abstract]            
Inventories 885   885   764  
Property, net (variable interest entity restricted $5,231 and $5,757) 7,442   7,442   8,731 11,899
Goodwill 0   0   0 0
Intangible assets, net 836   836   1,133 1,612
Total assets 10,122   10,122   11,609 14,219
Brazil [Member]
            
Segment information identified and reconciliations of segment information to total consolidated information [Abstract]            
Revenues 5,660 6,284 17,723 19,177 25,090 26,257
Cost of goods sold 5,623 5,289 16,913 16,689 22,705 21,820
Gross profit 37 995 810 2,488 2,385 4,437
Depreciation and amortization (in selling, general and administrative) (177) (201) (576) (661) (859) (1,226)
Intersegment fees   (57)   (169) (347) 439
Impairment of property   0   0 0 0
Other operating expense (1,218) (1,211) (3,404) (3,711) (4,496) (5,428)
Loss from operations (1,358) (474) (3,170) (2,053) (3,317) (1,778)
Net loss attributable to RiceBran Technologies shareholders (630) (221) (1,699) (1,232) (1,693) (1,593)
Interest expense 418 325 1,338 792 1,166 964
Depreciation (in costs of goods sold) 468 399 1,359 1,218 1,651 1,336
Purchases of property 1,026 2,025 2,142 5,752 6,331 6,769
Segment information for selected balance sheet accounts [Abstract]            
Inventories 675   675   1,230  
Property, net (variable interest entity restricted $5,231 and $5,757) 18,319   18,319   19,690 15,833
Goodwill 4,331   4,331   4,773 5,240
Intangible assets, net 854   854   1,442 2,316
Total assets $ 28,376   $ 28,376   $ 32,196 $ 33,341
XML 98 R44.htm IDEA: XBRL DOCUMENT v2.4.0.8
COMMITMENTS AND CONTINGENCIES (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
COMMITMENTS AND CONTINGENCIES [Abstract]    
COMMITMENTS AND CONTINGENCIES
NOTE 12. COMMITMENTS AND CONTINGENCIES

In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. 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.

Purchase Commitments

As of September 30, 2013, future capital expenditures on the Brazil segment capital expansion project are expected to total R$2.5 million ($1.1 million at the September 30, 2013 exchange rate) of which R$1.3 million ($0.6 million) was included in accounts payable as of September 30, 2013. We have a firm commitment and are obligated under contract for R$1.0 million ($0.4 million) of the future capital expenditures as of September 30, 2013.

Litigation

Irgovel Purchase

On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3 million.

We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel’s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers.

On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers allege is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. Our parent company has not been served with any formal notices in regard to this matter. To date, only Irgovel has received formal legal notice. In addition, the Purchase Agreement requires that all disputes between us and the Sellers be adjudicated through arbitration. As part of the Purchase Agreement, $2.0 million was deposited into an escrow account to cover contingencies with the net remaining funds payable to the Sellers upon resolution of all contingencies. We believe any payout due to the lawsuit will be made out of the escrow account. As of September 30, 2013 and December 31, 2012, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets as of September 30, 2013 and December 31, 2012, totaling $1.3 million and $1.4 million. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of September 30, 2013, $0.7 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.4 million to settle any remaining contingencies. We believe that there is no additional material exposure as any amounts determined to be owed as a result of the above noted litigation and contingencies will be covered by the escrow account. We agreed to pay ninety percent of any funds received from the escrow account to Nutra SA, with no resulting change in our Nutra SA voting rights.

Diabco Life Sciences, LLC

In January 2012, we filed a complaint in the Superior Court of California, Sacramento County, seeking damages arising out of Diabco Life Sciences, LLC’s (Diabco) breach of a 2008 promissory note in the principal amount of $0.5 million. A one-day court trial took place in August 2013, at which time Diabco stipulated that total damages through July 2013, including interest and late fees, amounted to $0.9 million. In September 2013, the court issued its tentative statement of decision indicating that judgment will be entered in our favor in the amount of $0.9 million as of July 2013, plus interest. We are awaiting the court’s final statement of decision at which time judgment will be entered thereon. We have not yet been able to assess the likelihood of realization of any judgment, if or when it is entered, and have no receivable from Diabco recorded in the accompanying financial statements.
NOTE 15. COMMITMENTS AND CONTINGENCIES

Employment Contracts

We have entered into employment and other agreements with certain executives and other employees that provide for compensation and certain other benefits. These agreements provide for severance payments under certain circumstances.

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.

Leases

We lease certain properties under various operating lease arrangements that expire over the next twenty one years. These leases generally provide us with the option to renew the lease at the end of the lease term. Future minimum payments under these commitments as of December 31, 2012, are as follows: $0.4 million for 2013; $0.3 million for 2014; $0.3 million in 2015; $0.3 million in 2016, $0.1 million in 2017 and $1.2 million thereafter. We incurred lease expense of $0.4 million in 2012 and $0.5 million in 2011.

Litigation

In addition to the matters discussed below, from time to time we are involved in litigation incidental to the conduct of our business. 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.

Irgovel Stockholders Lawsuit

On August 28, 2008, former Irgovel stockholder David Resyng filed an indemnification suit against Irgovel, Osmar Brito and the remaining former Irgovel stockholders (Sellers), requesting: (i) the freezing of the escrow account maintained in connection with the transfer of Irgovel’s corporate control to us and the presentation of all documentation related to the transaction, and (ii) damages in the amount of the difference between (a) the sum received by David Resyng in connection with the judicial settlement agreement executed in the action for the partial dissolution of the limited liability company filed by David Resyng against Irgovel and the Sellers and (b) the amount received by the Sellers in connection with the sale of Irgovel’s corporate control to us, in addition to moral damages as determined in the court’s discretion. The amount of damage claimed by Mr. Resyng is approximately $3 million.

We believe that the filing of the above lawsuit is a fundamental default of the obligations undertaken by the Sellers under the Quotas Purchase Agreement for the transfer of Irgovel’s corporate control, executed by and among the Sellers and us on January 31, 2008 (Purchase Agreement). Consequently, we believe that the responsibility for any indemnity, costs and expenses incurred or that may come to be incurred by Irgovel and/or us in connection with the above lawsuit is the sole responsibility of the Sellers.

On February 6, 2009, the Sellers filed a collection lawsuit against us seeking payment of the second installment of the purchase price under the Purchase Agreement, which the Sellers allege is approximately $1.0 million. We have withheld payment of the second installment pending resolution of the Resyng lawsuit noted above. The Parent Company has not been served with any formal notices in regard to this matter so far. To date, only Irgovel has received formal legal notice. In addition, the Purchase Agreement requires that all disputes between us and the Sellers be adjudicated through arbitration. As part of the Purchase Agreement, $2.0 million was deposited into an escrow account to cover contingencies with the net remaining funds payable to the Sellers upon resolution of all contingencies. We believe any payout due to the lawsuit will be made out of the escrow account. As of December 31, 2012 and 2011, the balance in the escrow account was $1.9 million and is included in restricted cash in our balance sheets. There is an escrow liability related to the lawsuit in accrued expenses on our balance sheets as of December 31, 2012 and 2011 totaling $1.4 million and $1.9 million. When the escrow account was funded, we established an accrued liability equal to the amount of the escrow for contingencies and the net balance due to the Sellers under the terms of the Purchase Agreement. As of December 31, 2012, $0.6 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.4 million to settle any remaining contingencies. We believe that there is no additional material exposure as any amounts determined to be owed as a result of the above noted litigation and contingencies will be covered by the escrow account.
XML 99 R77.htm IDEA: XBRL DOCUMENT v2.4.0.8
PROPERTY (Details) (10-K) (USD $)
 3 Months Ended 9 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2012
Lake Charles Facility [Member]
Dec. 31, 2011
Lake Charles Facility [Member]
Dec. 31, 2009
Lake Charles Facility [Member]
Sep. 30, 2013
Land [Member]
Dec. 31, 2012
Land [Member]
Dec. 31, 2011
Land [Member]
Sep. 30, 2013
Furniture and Fixtures [Member]
Dec. 31, 2012
Furniture and Fixtures [Member]
Dec. 31, 2011
Furniture and Fixtures [Member]
Dec. 31, 2012
Furniture and Fixtures [Member]
Minimum [Member]
Dec. 31, 2012
Furniture and Fixtures [Member]
Maximum [Member]
Sep. 30, 2013
Plant [Member]
Dec. 31, 2012
Plant [Member]
Dec. 31, 2011
Plant [Member]
Dec. 31, 2012
Plant [Member]
Minimum [Member]
Dec. 31, 2012
Plant [Member]
Maximum [Member]
Sep. 30, 2013
Computer and Software [Member]
Dec. 31, 2012
Computer and Software [Member]
Dec. 31, 2011
Computer and Software [Member]
Dec. 31, 2012
Computer and Software [Member]
Minimum [Member]
Dec. 31, 2012
Computer and Software [Member]
Maximum [Member]
Dec. 31, 2012
Idled Facility [Member]
Lake Charles Facility [Member]
Sep. 30, 2013
Leasehold Improvements [Member]
Dec. 31, 2012
Leasehold Improvements [Member]
Dec. 31, 2011
Leasehold Improvements [Member]
Dec. 31, 2012
Leasehold Improvements [Member]
Minimum [Member]
Dec. 31, 2012
Leasehold Improvements [Member]
Maximum [Member]
Sep. 30, 2013
Machinery and Equipment [Member]
Dec. 31, 2012
Machinery and Equipment [Member]
Dec. 31, 2011
Machinery and Equipment [Member]
Dec. 31, 2012
Machinery and Equipment [Member]
Minimum [Member]
Dec. 31, 2012
Machinery and Equipment [Member]
Maximum [Member]
Sep. 30, 2013
Construction in Progress [Member]
Dec. 31, 2012
Construction in Progress [Member]
Dec. 31, 2011
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]                                                                                  
Property, plant and equipment, gross $ 39,758,000   $ 39,758,000   $ 40,890,000 $ 39,405,000 $ 3,800,000     $ 389,000 $ 403,000 $ 420,000 $ 357,000 $ 358,000 $ 363,000     $ 14,964,000 $ 14,362,000 $ 14,122,000     $ 1,452,000 $ 1,407,000 $ 1,352,000       $ 200,000 $ 189,000 $ 189,000     $ 15,298,000 $ 15,053,000 $ 17,249,000     $ 7,098,000 $ 9,118,000 $ 5,710,000
Less accumulated depreciation 13,938,000   13,938,000   12,433,000 11,410,000                                                                      
Property, net 25,820,000   25,820,000   28,457,000 27,995,000                                                                      
Estimated useful lives                               5 years 10 years       25 years 30 years       3 years 5 years         3 years 7 years       5 years 10 years      
Impairment of property, plant and equipment 0 0 300,000 [1] 1,069,000 1,069,000 [1] 906,000 1,100,000 600,000 2,300,000                                                                
Net book value of idled facility                                                       1,700,000                          
Machinery and equipment not currently in use, net realizable value             $ 1,400,000                                                                    
[1] Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
XML 100 R54.htm IDEA: XBRL DOCUMENT v2.4.0.8
INVENTORIES (Tables) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
INVENTORIES [Abstract]    
Inventories
Inventories are composed of the following (in thousands):

September 30,
December 31,
2013
2012
Finished goods
$
1,096
$
1,146
Work in process
61
330
Raw materials
170
255
Packaging supplies
233
263
Total inventories
$
1,560
$
1,994
Inventories are composed of the following (in thousands):

 
 
As of December 31,
 
 
 
2012
  
2011
 
Finished goods
 
$
1,146
  
$
906
 
Work in process
  
330
   
804
 
Raw materials
  
255
   
353
 
Packaging supplies
  
263
   
234
 
Total inventories
 
$
1,994
  
$
2,297
 
XML 101 R65.htm IDEA: XBRL DOCUMENT v2.4.0.8
INVENTORIES (Tables) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
INVENTORIES [Abstract]    
Inventories
Inventories are composed of the following (in thousands):

September 30,
December 31,
2013
2012
Finished goods
$
1,096
$
1,146
Work in process
61
330
Raw materials
170
255
Packaging supplies
233
263
Total inventories
$
1,560
$
1,994
Inventories are composed of the following (in thousands):

 
 
As of December 31,
 
 
 
2012
  
2011
 
Finished goods
 
$
1,146
  
$
906
 
Work in process
  
330
   
804
 
Raw materials
  
255
   
353
 
Packaging supplies
  
263
   
234
 
Total inventories
 
$
1,994
  
$
2,297
 
XML 102 R39.htm IDEA: XBRL DOCUMENT v2.4.0.8
PROPERTY (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
PROPERTY [Abstract]    
PROPERTY
NOTE 7. PROPERTY

Property consisted of the following (in thousands):

September 30,
December 31,
2013
2012
Land
$
389
$
403
Furniture and fixtures
357
358
Plant
14,964
14,362
Computer and software
1,452
1,407
Leasehold improvements
200
189
Machinery and equipment
15,298
15,053
Construction in progress
7,098
9,118
Property
39,758
40,890
Less accumulated depreciation
13,938
12,433
Property, net
$
25,820
$
28,457

Included in accounts payable at September 30, 2013, is $0.6 million related to amounts payable for capital expansion project additions.
NOTE 8. PROPERTY

Property consists of the following (in thousands):

 
 
As of December 31,
 
 
 
 
2012
  
2011
 
Estimated Useful Lives
Land
 
$
403
  
$
420
 
 
Furniture and fixtures
  
358
   
363
 
5-10 years
Plant
  
14,362
   
14,122
 
25-30 years, or life of lease
Computer and software
  
1,407
   
1,352
 
3-5 years
Leasehold improvements
  
189
   
189
 
3-7 years or life of lease
Machinery and equipment
  
15,053
   
17,249
 
5-10 years
Construction in progress
  
9,118
   
5,710
 
 
Subtotal
  
40,890
   
39,405
 
 
Less accumulated depreciation
  
12,433
   
11,410
 
 
Property, net
 
$
28,457
  
$
27,995
 
 

Our Lake Charles, Louisiana facility was built at a cost of $3.8 million to process rice bran from a rice milling company adjacent to the facility. The facility is built on leased land which is owned by the rice milling company. The facility was idled in May 2009 due to lack of orders. We recorded a $2.3 million impairment loss on the facility in 2009. The facility is not classified as held for sale due to potential alternative uses and because we are not aggressively marketing the property. We evaluated, and continue to evaluate, alternate uses of the facility. Depreciation on the facility has continued after the facility was idled. As of December 31, 2012, the net book value of the idled facility included in property, net, was $1.7 million.

We also own equipment purchased in 2009 for use in the Lake Charles, Louisiana facility. In 2012 and 2011, we recorded impairments of $1.1 million and $0.6 million on the Lake Charles equipment.

Property includes machinery and equipment that has never been installed or operated, which totals $1.4 million at December 31, 2012.
XML 103 R35.htm IDEA: XBRL DOCUMENT v2.4.0.8
LIQUIDITY AND MANAGEMENT'S PLAN (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
CHAPTER 11 REORGANIZATION, LIQUIDITY AND MANAGEMENT'S PLAN [Abstract]    
LIQUIDITY AND MANAGEMENT'S PLAN
NOTE 3. LIQUIDITY AND MANAGEMENT’S PLAN

We continue to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern. We currently have insufficient funds to support our operations and service our debt in the near term and have inadequate financing arrangements in place at this time. Although we believe that we will be able to obtain the funds necessary to operate our business, there can be no assurances that our efforts will prove successful. We engaged Maxim Group LLC to assist us with fundsraising, filed a preliminary prospectus on Form S-1 dated September 30, 2013, applied to Nasdaq to list our stock on that exchange and we are pursuing an equity raise. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

In the ongoing effort to achieve profitability, significant emphasis will be placed on growing revenues. The growth of revenues is expected to include the following:

·growth in existing markets for stabilized rice bran (SRB), rice bran oil (RBO) and defatted rice bran (DRB);
·expanding our product offerings and improving existing products;
·aligning with, or acquiring, strategic partners who can provide channels for additional sales of our products; and
·implementing price increases.

We may also monetize certain assets which could result in additional impairment of asset values. Asset monetization may include some or all of the following:

·sale of certain facilities;
·sale of an interest in one or more subsidiaries; or
·sale of surplus equipment.
NOTE 1. CHAPTER 11 REORGANIZATION, LIQUIDITY AND MANAGEMENT’S PLANS

Chapter 11 Reorganization

On November 10, 2009, RiceBran Technologies (the Parent Company, formerly known as NutraCea) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankruptcy Code) in the United States Bankruptcy Court for the District of Arizona (the Bankruptcy Court), in the proceeding entitled In re: NutraCea, Case No. 2:09-bk-28817-CGC (the Chapter 11 Reorganization). None of the Parent Company’s subsidiaries, including its Brazilian rice bran oil operation, were included in the bankruptcy filing. The Parent Company continued to manage its assets and operate its business as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court through the November 2010 plan effective date (see below). Under the Bankruptcy Code, certain claims against the Parent Company in existence prior to the filing of the bankruptcy petition were stayed during the pendency of the Chapter 11 Reorganization. Additional claims arose subsequent to the filing date from the Parent Company’s business operations, its secured borrowing from Wells Fargo Bank, N.A., its employment of professionals, its disposition of certain non-core assets (as described below) and its treatment of certain executory contracts.

On August 10, 2010, the Parent Company and the Official Unsecured Creditors Committee filed with the Bankruptcy Court an amended plan of reorganization (Amended Plan) in accordance with the Bankruptcy Code. The Amended Plan called for the payment in full of all allowed claims. Creditors voted overwhelmingly in favor of the Amended Plan and, on October 27, 2010, the Bankruptcy Court entered its order confirming the Amended Plan. The confirmation order became final on November 10, 2010, and the Amended Plan became effective on November 30, 2010.

The liabilities subject to compromise became the Parent Company’s payment obligations under the Amended Plan of approximately $7.0 million when the Amended Plan became effective. As of December 31, 2011, the portion of these obligations remaining unpaid was reflected as pre-petition liabilities in our consolidated balance sheets. Interest accrued on the allowed liabilities subject to compromise from November 2009 through November 2010, at an annual rate of 0.38%. Interest accrued on the unpaid prepetition liabilities at an annual rate of 8.25% beginning in December 2010.

In January 2012, we made our final $1.6 million distribution to the general unsecured creditors. Cumulatively, we made distributions totaling $7.0 million, representing 100% of the amount owed under the Amended Plan, plus accrued interest. The distributions were made with the proceeds from (i) the sale of interests in Nutra SA, LLC (Nutra SA) in 2011, (ii) proceeds from the issuance of convertible notes, debentures and related warrants in 2012 and 2011 (iii) receipts on notes receivable in 2012 and 2011 and (iv) proceeds from the sale of the idle Phoenix facility in 2010.

Liquidity and Management’s Plans

We continue to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern. Although we believe that we will be able to obtain the funds to operate our business, there can be no assurances that our efforts will prove successful. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We took steps in 2012 and 2011 to improve profitability and liquidity by reducing our U.S. based employee headcount at both the corporate and plant operations level. In the ongoing effort to improve profitability, significant emphasis will be placed on growing revenues. The growth of revenues is expected to include the following:

·growth in existing markets for stabilized rice bran (SRB), rice bran oil (RBO) and defatted rice bran (DRB);
·expanding our product offerings and improving existing products;
·aligning with strategic partners who can provide channels for additional sales of our products; and
·implementing price increases.

In 2012 and 2011, we issued shares of common stock and options to satisfy certain obligations in an effort to conserve cash. In 2012 and 2011, we also obtained funds from issuances of convertible debt and warrants. We intend to obtain the necessary cash to continue our operations through the monetization of certain assets, improved profitability and possibly through equity and/or debt financing transactions. Some of these monetizations could result in additional impairment of asset values. Asset monetization may include some or all of the following:

·sale of certain facilities;
·sale of a noncontrolling interest in one or more subsidiaries; or
·sale of surplus equipment.
XML 104 R36.htm IDEA: XBRL DOCUMENT v2.4.0.8
LOSS PER SHARE (EPS) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
LOSS PER SHARE (EPS) [Abstract]    
LOSS PER SHARE (EPS)
NOTE 4. LOSS PER SHARE (EPS)

Basic EPS is computed by dividing net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of common shares outstanding during all periods presented. Shares underlying options, warrants and convertible debt are excluded from the basic EPS calculation but are considered in calculating diluted EPS.

Diluted EPS is computed by dividing the net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. The dilutive effect of outstanding convertible debt is calculated using the if-converted method.

Below are reconciliations of the numerators and denominators in the EPS computations for the three and nine months ended September 30, 2013 and 2012.

Three Months
Nine Months
2013
2012
2013
2012
NUMERATOR (in thousands):
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
$
(2,071
)
$
(368
)
$
(9,851
)
$
(9,398
)
DENOMINATOR:
Basic EPS - weighted average number of shares outstanding
1,129,290
1,024,345
1,082,452
1,020,242
Effect of dilutive securities outstanding
-
-
-
-
Diluted EPS - weighted average number of shares outstanding
1,129,290
1,024,345
1,082,452
1,020,242
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 (average exercise price for the three and nine months ended September 30, 2013, of $24.00 and $28.00)
181,584
192,353
179,912
195,236
Warrants (average exercise price for the three and nine months ended September 30, 2013, of $16.00 and $20.00)
716,917
1,003,127
751,653
713,414
Convertible debt (average conversion price for the three and nine months ended September 30, 2013, of $14.00)
438,754
416,805
452,184
287,368

The impact of potentially dilutive securities outstanding at September 30, 2013 and 2012, was not included in the calculation of diluted EPS in 2013 and 2012 because to do so would be antidilutive. Those securities listed in the table above which were antidilutive in 2013 and 2012, which remain outstanding, could potentially dilute EPS in the future.
NOTE 4. LOSS PER SHARE (EPS)

Basic EPS is computed by dividing net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of common shares outstanding during all periods presented. Shares underlying options, warrants and convertible notes payable are excluded from the basic EPS calculation but are considered in calculating diluted EPS.

Diluted EPS is computed by dividing the net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. The dilutive effect of outstanding convertible debt is calculated using the if converted method.

Below are reconciliations of the numerators and denominators in the EPS computations.

 
 
2012
  
2011
 
NUMERATOR (in thousands):
 
  
 
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
 
$
(9,509
)
 
$
(10,099
)
 
        
DENOMINATOR:
        
Basic EPS - weighted average number of shares outstanding
  
1,023,412
   
991,852
 
Effect of dilutive securities outstanding
  
-
   
-
 
Diluted EPS - weighted average number of shares outstanding
  
1,023,412
   
991,852
 
 
        
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 (average exercise price of $48.00 and $58.00 )
  
191,187
   
197,879
 
Warrants (average exercise price of $62.00 and $226.00)
  
736,753
   
214,765
 
Convertible notes (average conversion price of $16.00 and $42.00)
  
334,709
   
25,800
 

The impact of potentially dilutive securities outstanding at December 31, 2012 and 2011, was not included in the calculation of diluted EPS in 2012 and 2011 because to do so would be antidilutive. Those securities which were antidilutive in 2012 and 2011, which remain outstanding, could potentially dilute EPS in the future.
XML 105 R13.htm IDEA: XBRL DOCUMENT v2.4.0.8
CHAPTER 11 REORGANIZATION, LIQUIDITY AND MANAGEMENT'S PLANS (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
CHAPTER 11 REORGANIZATION, LIQUIDITY AND MANAGEMENT'S PLAN [Abstract]    
CHAPTER 11 REORGANIZATION, LIQUIDITY AND MANAGEMENT'S PLAN
NOTE 3. LIQUIDITY AND MANAGEMENT’S PLAN

We continue to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern. We currently have insufficient funds to support our operations and service our debt in the near term and have inadequate financing arrangements in place at this time. Although we believe that we will be able to obtain the funds necessary to operate our business, there can be no assurances that our efforts will prove successful. We engaged Maxim Group LLC to assist us with fundsraising, filed a preliminary prospectus on Form S-1 dated September 30, 2013, applied to Nasdaq to list our stock on that exchange and we are pursuing an equity raise. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

In the ongoing effort to achieve profitability, significant emphasis will be placed on growing revenues. The growth of revenues is expected to include the following:

·growth in existing markets for stabilized rice bran (SRB), rice bran oil (RBO) and defatted rice bran (DRB);
·expanding our product offerings and improving existing products;
·aligning with, or acquiring, strategic partners who can provide channels for additional sales of our products; and
·implementing price increases.

We may also monetize certain assets which could result in additional impairment of asset values. Asset monetization may include some or all of the following:

·sale of certain facilities;
·sale of an interest in one or more subsidiaries; or
·sale of surplus equipment.
NOTE 1. CHAPTER 11 REORGANIZATION, LIQUIDITY AND MANAGEMENT’S PLANS

Chapter 11 Reorganization

On November 10, 2009, RiceBran Technologies (the Parent Company, formerly known as NutraCea) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankruptcy Code) in the United States Bankruptcy Court for the District of Arizona (the Bankruptcy Court), in the proceeding entitled In re: NutraCea, Case No. 2:09-bk-28817-CGC (the Chapter 11 Reorganization). None of the Parent Company’s subsidiaries, including its Brazilian rice bran oil operation, were included in the bankruptcy filing. The Parent Company continued to manage its assets and operate its business as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court through the November 2010 plan effective date (see below). Under the Bankruptcy Code, certain claims against the Parent Company in existence prior to the filing of the bankruptcy petition were stayed during the pendency of the Chapter 11 Reorganization. Additional claims arose subsequent to the filing date from the Parent Company’s business operations, its secured borrowing from Wells Fargo Bank, N.A., its employment of professionals, its disposition of certain non-core assets (as described below) and its treatment of certain executory contracts.

On August 10, 2010, the Parent Company and the Official Unsecured Creditors Committee filed with the Bankruptcy Court an amended plan of reorganization (Amended Plan) in accordance with the Bankruptcy Code. The Amended Plan called for the payment in full of all allowed claims. Creditors voted overwhelmingly in favor of the Amended Plan and, on October 27, 2010, the Bankruptcy Court entered its order confirming the Amended Plan. The confirmation order became final on November 10, 2010, and the Amended Plan became effective on November 30, 2010.

The liabilities subject to compromise became the Parent Company’s payment obligations under the Amended Plan of approximately $7.0 million when the Amended Plan became effective. As of December 31, 2011, the portion of these obligations remaining unpaid was reflected as pre-petition liabilities in our consolidated balance sheets. Interest accrued on the allowed liabilities subject to compromise from November 2009 through November 2010, at an annual rate of 0.38%. Interest accrued on the unpaid prepetition liabilities at an annual rate of 8.25% beginning in December 2010.

In January 2012, we made our final $1.6 million distribution to the general unsecured creditors. Cumulatively, we made distributions totaling $7.0 million, representing 100% of the amount owed under the Amended Plan, plus accrued interest. The distributions were made with the proceeds from (i) the sale of interests in Nutra SA, LLC (Nutra SA) in 2011, (ii) proceeds from the issuance of convertible notes, debentures and related warrants in 2012 and 2011 (iii) receipts on notes receivable in 2012 and 2011 and (iv) proceeds from the sale of the idle Phoenix facility in 2010.

Liquidity and Management’s Plans

We continue to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern. Although we believe that we will be able to obtain the funds to operate our business, there can be no assurances that our efforts will prove successful. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We took steps in 2012 and 2011 to improve profitability and liquidity by reducing our U.S. based employee headcount at both the corporate and plant operations level. In the ongoing effort to improve profitability, significant emphasis will be placed on growing revenues. The growth of revenues is expected to include the following:

·growth in existing markets for stabilized rice bran (SRB), rice bran oil (RBO) and defatted rice bran (DRB);
·expanding our product offerings and improving existing products;
·aligning with strategic partners who can provide channels for additional sales of our products; and
·implementing price increases.

In 2012 and 2011, we issued shares of common stock and options to satisfy certain obligations in an effort to conserve cash. In 2012 and 2011, we also obtained funds from issuances of convertible debt and warrants. We intend to obtain the necessary cash to continue our operations through the monetization of certain assets, improved profitability and possibly through equity and/or debt financing transactions. Some of these monetizations could result in additional impairment of asset values. Asset monetization may include some or all of the following:

·sale of certain facilities;
·sale of a noncontrolling interest in one or more subsidiaries; or
·sale of surplus equipment.
XML 106 R62.htm IDEA: XBRL DOCUMENT v2.4.0.8
FAIR VALUE MEASUREMENT (Tables) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
FAIR VALUE MEASUREMENT [Abstract]    
Fair values by input hierarchy of items measured at fair value on a recurring basis
The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

Level 1
Level 2
Level 3
Total
September 30, 2013
Derivative warrant liabilities
(1)
$
-
$
-
$
(6,508
)
$
(6,508
)
Derivative conversion liabilities
(2)
-
-
(3,193
)
(3,193
)
Total liabilities at fair value
$
-
$
-
$
(9,701
)
$
(9,701
)
December 31, 2012
Derivative warrant liabilities
(1)
$
-
$
-
$
(4,520
)
$
(4,520
)
Derivative conversion liabilities
(2)
-
-
(2,199
)
(2,199
)
Total liabilities at fair value
$
-
$
-
$
(6,719
)
$
(6,719
)

(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0% - 1.4%
0.1% - 0.7%
(1.0% weighted average)
(0.6% weighted average)
Expected volatility
90%
93%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0-0.6%
0.2-0.3%
(0.4% weighted average)
(0.3% weighted average)
Expected volatility
90%
93%
The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

 
  
 
Level 1
  
Level 2
  
Level 3
  
Total
 
December 31, 2012
 
 
  
  
  
 
Derivative warrant liabilities
(1)
 
$
-
  
$
-
  
$
(4,520
)
 
$
(4,520
)
Derivative conversion liabilities
(2)
  
-
   
-
   
(2,199
)
  
(2,199
)
Total liabilities at fair value
 
 
$
-
  
$
-
  
$
(6,719
)
 
$
(6,719
)
 
 
                
December 31, 2011
 
                
Derivative warrant liabilities
(1)
 
$
-
  
$
-
  
$
(1,296
)
 
$
(1,296
)
Total liabilities at fair value
 
 
$
-
  
$
-
  
$
(1,296
)
 
$
(1,296
)

(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
 
December 31, 2011
Risk-free interest rate
 
0.1% - 0.7%
 
0.1% - 0.8%
 
 
(0.6% weighted average)
 
(0.2% weighted average)
Expected volatility
 
93%
 
84%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
Risk-free interest rate
 
0.2-0.3%
 
 
(0.3% weighted average)
Expected volatility
 
93%
Additional assumptions used to calculate fair value
(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0% - 1.4%
0.1% - 0.7%
(1.0% weighted average)
(0.6% weighted average)
Expected volatility
90%
93%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0-0.6%
0.2-0.3%
(0.4% weighted average)
(0.3% weighted average)
Expected volatility
90%
93%
(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
 
December 31, 2011
Risk-free interest rate
 
0.1% - 0.7%
 
0.1% - 0.8%
 
 
(0.6% weighted average)
 
(0.2% weighted average)
Expected volatility
 
93%
 
84%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
Risk-free interest rate
 
0.2-0.3%
 
 
(0.3% weighted average)
Expected volatility
 
93%
Changes in level 3 items measured at fair value
The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):

Fair Value as of Beginning of Period
Total Realized and Unrealized Gains (Losses)
Issuance of New Instruments
Net Transfers (Into) Out of Level 3
Fair Value, at End of Period
Change in Unrealized Gains (Losses) on Instruments Still Held
(1)
Nine Months Ended September 30, 2013
Derivative warrant liability
$
(4,520
)
$
(1,413
)
$
(575
)
$
-
$
(6,508
)
$
(1,413
)
Derivative conversion liability
(2,199
)
(505
)
(588
)
99
(2)
(3,193
)
(896
)
Total Level 3 fair value
$
(6,719
)
$
(1,918
)
$
(1,163
)
$
99
$
(9,701
)
$
(2,309
)
Nine Months Ended September 30, 2012
Derivative warrant liability
$
(1,296
)
$
1,142
$
(6,983
)
$
711
(2)
$
(6,426
)
$
1,414
Derivative conversion liability
-
2,866
(4,466
)
(105
)
(1,705
)
2,866
Total Level 3 fair value
$
(1,296
)
$
4,008
$
(11,449
)
$
606
$
(8,131
)
$
4,280

(1)Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
(2)Represents transfers to equity as a result of the exercise of a warrant in 2012 and conversion of debt in 2013.
The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):

 
 
Fair Value as of Beginning of Period
  
Total Realized and Unrealized Gains (Losses)
  
Issuance of New Instruments
  
Net Transfers (Into) Out of Level 3
  
Fair Value, at End of Period
  
Change in Unrealized Gains (Losses) on Instruments Still Held
 
2012
 
  
(1)
  
  
  
  
 
Derivative warrant liability
 
$
(1,296
)
 
$
3,048
  
$
(6,983
)
 
$
711
 (2)
 
$
(4,520
)
 
$
3,320
 
Derivative conversion liability
  
-
   
2,372
   
(4,466
)
  
(105
)(3)
  
(2,199
)
  
2,372
 
Total Level 3 fair value
 
$
(1,296
)
 
$
5,420
  
$
(11,449
)
 
$
606
  
$
(6,719
)
 
$
5,692
 
 
                        
2011
                        
Derivative warrant liability
 
$
(1,628
)
 
$
332
  
$
-
  
$
-
  
$
(1,296
)
 
$
332
 
Total Level 3 fair value
 
$
(1,628
)
 
$
332
  
$
-
  
$
-
  
$
(1,296
)
 
$
332
 

(1)Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
(2)Represents transfers to equity as a result of a holder exercising a warrant.
(3)Represents an adjustment to loss on extinguishment as a result of issuing the replacement senior convertible debenture.
Summary of fair values by input hierarchy measured at fair value on a nonrecurring basis
The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands).

2013
As of September 30, 2013
Impairment
Level 1
Level 2
Level 3
Total
Losses
(1
)
Property, net
(1)
$
-
$
-
$
394
$
394
$
300
Property, net
$
-
$
-
$
394
$
394
$
300

2012
As of December 31, 2012
Impairment
Level 1
Level 2
Level 3
Total
Losses
(1
)
Property, net
(1)
$
-
$
-
$
1,058
$
1,058
$
1,069
Property, net
$
-
$
-
$
1,058
$
1,058
$
1,069

(1)Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands):

 
 
 
  
  
  
  
2012
 
 
  
 
As of December 31, 2012
  
Impairment
 
 
  
 
Level 1
  
Level 2
  
Level 3
  
Total
  
Losses
 
 
 
 
  
  
  
   
(1
)
Property, net
(1)
 
$
-
  
$
-
  
$
1,058
  
$
1,058
  
$
1,069
 
Property, net
 
 
$
-
  
$
-
  
$
1,058
  
$
1,058
  
$
1,069
 

(1)During 2012, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
XML 107 R89.htm IDEA: XBRL DOCUMENT v2.4.0.8
FAIR VALUE MEASUREMENT (Details) (10-K) (USD $)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Fair value of convertible debt's excess value over carrying value $ 2,600,000   $ 2,600,000   $ 2,500,000    
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]              
Property, net 394,000 [1],[2]   394,000 [1],[2]   1,058,000 [1],[2]    
Impairment Losses 0 0 300,000 [1] 1,069,000 1,069,000 [1] 906,000  
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward]              
Fair Value as of Beginning of Period         (6,719,000) (1,296,000) (1,628,000)
Total Realized and Unrealized Gains (Losses)         5,420,000 [3] 332,000 [3]  
Issuance of New Instruments         (11,449,000) 0  
Net Transfers (Into) Out of Level 3         606,000 [4],[5] 0  
Fair Value, at End of Period         (6,719,000) (1,296,000) (1,628,000)
Change in Unrealized Gains (Losses) on Instruments Still Held         5,692,000 332,000  
Derivative warrant liability [Member]
              
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward]              
Fair Value as of Beginning of Period         (4,520,000) (1,296,000) (1,628,000)
Total Realized and Unrealized Gains (Losses)         3,048,000 [3] 332,000 [3]  
Issuance of New Instruments         (6,983,000) 0  
Net Transfers (Into) Out of Level 3         711,000 [4] 0  
Fair Value, at End of Period         (4,520,000) (1,296,000) (1,628,000)
Change in Unrealized Gains (Losses) on Instruments Still Held         3,320,000 332,000  
Derivative conversion liability [Member]
              
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward]              
Fair Value as of Beginning of Period         (2,199,000) 0  
Total Realized and Unrealized Gains (Losses)         2,372,000 [3]    
Issuance of New Instruments         (4,466,000)    
Net Transfers (Into) Out of Level 3         (105,000) [5]    
Fair Value, at End of Period         (2,199,000) 0  
Change in Unrealized Gains (Losses) on Instruments Still Held         2,372,000    
Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Total liabilities at fair value (9,701,000)   (9,701,000)   (6,719,000) (1,296,000)  
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward]              
Fair Value as of Beginning of Period (9,701,000) (8,131,000) (9,701,000) (8,131,000) (6,719,000) (1,296,000)  
Total Realized and Unrealized Gains (Losses)     (1,918,000) [3] 4,008,000 [3]      
Issuance of New Instruments     1,163,000 11,449,000      
Net Transfers (Into) Out of Level 3     (99,000) (606,000)      
Fair Value, at End of Period (9,701,000) (8,131,000) (9,701,000) (8,131,000) (6,719,000) (1,296,000)  
Change in Unrealized Gains (Losses) on Instruments Still Held     (2,309,000) 4,280,000      
Nonrecurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]              
Property, net         1,058,000 [6]    
Impairment Losses         1,069,000 [6]    
Level 1 [Member]
              
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]              
Property, net 0 [1],[2]   0 [1],[2]   0 [1],[2]    
Level 1 [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Total liabilities at fair value 0   0   0 0  
Level 1 [Member] | Nonrecurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]              
Property, net         0 [6]    
Level 2 [Member]
              
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]              
Property, net 0 [1],[2]   0 [1],[2]   0 [1],[2]    
Level 2 [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Total liabilities at fair value 0   0   0 0  
Level 2 [Member] | Nonrecurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]              
Property, net         0 [6]    
Level 3 [Member]
              
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]              
Property, net 394,000 [1],[2]   394,000 [1],[2]   1,058,000 [1],[2]    
Level 3 [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Total liabilities at fair value (9,701,000)   (9,701,000)   (6,719,000) (1,296,000)  
Level 3 [Member] | Nonrecurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]              
Property, net         1,058,000 [6]    
Derivative warrant liability [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Derivative warrant liabilities (6,508,000) [7],[8]   (6,508,000) [7],[8]   (4,520,000) [7],[8],[9] (1,296,000) [9]  
Fair value assumptions [Abstract]              
Expected volatility (in hundredths)     90.00%   93.00% 84.00%  
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward]              
Fair Value as of Beginning of Period (6,508,000) (6,426,000) (6,508,000) (6,426,000) (4,520,000) (1,296,000)  
Total Realized and Unrealized Gains (Losses)     (1,413,000) [3] 1,142,000 [3]      
Issuance of New Instruments     575,000 6,983,000      
Net Transfers (Into) Out of Level 3     0 (711,000) [10]      
Fair Value, at End of Period (6,508,000) (6,426,000) (6,508,000) (6,426,000) (4,520,000) (1,296,000)  
Change in Unrealized Gains (Losses) on Instruments Still Held     (1,413,000) 1,414,000      
Derivative warrant liability [Member] | Recurring [Member] | Minimum [Member]
              
Fair value assumptions [Abstract]              
Risk-free interest rate (in hundredths)     0.00%   0.10% 0.10%  
Derivative warrant liability [Member] | Recurring [Member] | Maximum [Member]
              
Fair value assumptions [Abstract]              
Risk-free interest rate (in hundredths)     1.40%   0.70% 0.80%  
Derivative warrant liability [Member] | Recurring [Member] | Weighted Average [Member]
              
Fair value assumptions [Abstract]              
Risk-free interest rate (in hundredths)     1.00%   0.60% 0.20%  
Derivative warrant liability [Member] | Level 1 [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Derivative warrant liabilities 0 [7],[8]   0 [7],[8]   0 [7],[8],[9] 0 [9]  
Derivative warrant liability [Member] | Level 2 [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Derivative warrant liabilities 0 [7],[8]   0 [7],[8]   0 [7],[8],[9] 0 [9]  
Derivative warrant liability [Member] | Level 3 [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Derivative warrant liabilities (6,508,000) [7],[8]   (6,508,000) [7],[8]   (4,520,000) [7],[8],[9] (1,296,000) [9]  
Derivative conversion liability [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Derivative warrant liabilities (3,193,000) [11],[12]   (3,193,000) [11],[12]   (2,199,000) [11],[12],[13]    
Fair value assumptions [Abstract]              
Expected volatility (in hundredths)     90.00%   93.00%    
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward]              
Fair Value as of Beginning of Period (3,193,000) (1,705,000) (3,193,000) (1,705,000) (2,199,000) 0  
Total Realized and Unrealized Gains (Losses)     (505,000) [3] 2,866,000 [3]      
Issuance of New Instruments     588,000 4,466,000      
Net Transfers (Into) Out of Level 3     (99,000) [10] 105,000      
Fair Value, at End of Period (3,193,000) (1,705,000) (3,193,000) (1,705,000) (2,199,000) 0  
Change in Unrealized Gains (Losses) on Instruments Still Held     (896,000) 2,866,000      
Derivative conversion liability [Member] | Recurring [Member] | Minimum [Member]
              
Fair value assumptions [Abstract]              
Risk-free interest rate (in hundredths)     0.00%   0.20%    
Derivative conversion liability [Member] | Recurring [Member] | Maximum [Member]
              
Fair value assumptions [Abstract]              
Risk-free interest rate (in hundredths)     0.60%   0.30%    
Derivative conversion liability [Member] | Recurring [Member] | Weighted Average [Member]
              
Fair value assumptions [Abstract]              
Risk-free interest rate (in hundredths)     0.40%   0.30%    
Derivative conversion liability [Member] | Level 1 [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Derivative warrant liabilities 0 [11],[12]   0 [11],[12]   0 [11],[12],[13]    
Derivative conversion liability [Member] | Level 2 [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Derivative warrant liabilities 0 [11],[12]   0 [11],[12]   0 [11],[12],[13]    
Derivative conversion liability [Member] | Level 3 [Member] | Recurring [Member]
              
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]              
Derivative warrant liabilities $ (3,193,000) [11],[12]   $ (3,193,000) [11],[12]   $ (2,199,000) [11],[12],[13]    
[1] Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
[2] During the first quarter of 2013, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
[3] Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
[4] Represents transfers to equity as a result of a holder exercising a warrant.
[5] Represents an adjustment to loss on extinguishment as a result of issuing the replacement senior convertible debenture.
[6] During 2012, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
[7] These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. September 30, 2013 December 31, 2012 Risk-free interest rate 0.0% - 1.4% 0.1% - 0.7% (1.0% weighted average) (0.6% weighted average) Expected volatility 90% 93%
[8] These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.
[9] These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. December 31, 2012 December 31, 2011 Risk-free interest rate 0.1% - 0.7% 0.1% - 0.8% (0.6% weighted average) (0.2% weighted average) Expected volatility 93% 84%
[10] Represents transfers to equity as a result of the exercise of a warrant in 2012 and conversion of debt in 2013.
[11] These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.
[12] These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow. September 30, 2013 December 31, 2012 Risk-free interest rate 0.0-0.6% 0.2-0.3% (0.4% weighted average) (0.3% weighted average) Expected volatility 90% 93%
[13] These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow. December 31, 2012 Risk-free interest rate 0.2-0.3% (0.3% weighted average) Expected volatility 93%
XML 108 R30.htm IDEA: XBRL DOCUMENT v2.4.0.8
SEGMENT INFORMATION (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
SEGMENT INFORMATION [Abstract]    
SEGMENT INFORMATION
NOTE 14. SEGMENT INFORMATION

The tables below present segment information for the periods identified and provide reconciliations of segment information to total consolidated information (in thousands).

Three Months Ended September 30, 2013
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
3,065
$
5,660
$
8,725
Cost of goods sold
-
2,332
5,623
7,955
Gross profit
-
733
37
770
Depreciation and amortization (in selling, general and administrative)
(6
)
(119
)
(177
)
(302
)
Other operating expense
(1,292
)
(622
)
(1,218
)
(3,132
)
Loss from operations
$
(1,298
)
$
(8
)
$
(1,358
)
$
(2,664
)
Net loss attributable to RiceBran Technologies shareholders
$
(1,433
)
$
(8
)
$
(630
)
$
(2,071
)
Interest expense
666
-
418
1,084
Depreciation (in cost of goods sold)
-
207
468
675
Purchases of property
6
19
1,026
1,051

Nine Months Ended September 30, 2013
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
9,099
$
17,723
$
26,822
Cost of goods sold
-
6,895
16,913
23,808
Gross profit
-
2,204
810
3,014
Depreciation and amortization (in selling, general and administrative)
(17
)
(358
)
(576
)
(951
)
Other operating expense
(3,627
)
(1,743
)
(3,404
)
(8,774
)
Loss from operations
$
(3,644
)
$
103
$
(3,170
)
$
(6,711
)
Net income (loss) attributable to RiceBran Technologies shareholders
$
(8,255
)
$
103
$
(1,699
)
$
(9,851
)
Interest expense
1,541
-
1,338
2,879
Depreciation (in cost of goods sold)
-
665
1,359
2,024
Purchases of property
12
147
2,142
2,301
 
Three Months Ended September 30, 2012
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
3,065
$
6,284
$
9,349
Cost of goods sold
-
2,184
5,289
7,473
Gross profit
-
881
995
1,876
Depreciation and amortization (in selling, general and administrative)
(175
)
(145
)
(201
)
(521
)
Intersegment fees
57
-
(57
)
-
Impairment of property
-
-
-
-
Other operating expense
(836
)
(662
)
(1,211
)
(2,709
)
Loss from operations
$
(954
)
$
74
$
(474
)
$
(1,354
)
Net income (loss) attributable to RiceBran Technologies shareholders
$
(220
)
$
73
$
(221
)
$
(368
)
Interest expense
173
-
325
498
Depreciation (in cost of goods sold)
-
179
399
578
Purchases of property
-
6
2,025
2,031

Nine Months Ended September 30, 2012
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
9,629
$
19,177
$
28,806
Cost of goods sold
-
6,737
16,689
23,426
Gross profit
-
2,892
2,488
5,380
Depreciation and amortization (in selling, general and administrative)
(246
)
(784
)
(661
)
(1,691
)
Intersegment fees
169
-
(169
)
-
Impairment of property
-
(1,069
)
-
(1,069
)
Other operating expense
(3,559
)
(1,959
)
(3,711
)
(9,229
)
Loss from operations
$
(3,636
)
$
(920
)
$
(2,053
)
$
(6,609
)
Net loss attributable to RiceBran Technologies shareholders
$
(7,229
)
$
(937
)
$
(1,232
)
$
(9,398
)
Interest expense
494
17
792
1,303
Depreciation (in cost of goods sold)
-
714
1,218
1,932
Purchases of property
-
72
5,752
5,824

The tables below present segment information for selected balance sheet accounts (in thousands).

Corporate
USA
Brazil
Consolidated
As of September 30, 2013
Inventories
$
-
$
885
$
675
$
1,560
Property, net
59
7,442
18,319
25,820
Goodwill
-
-
4,331
4,331
Intangible assets, net
-
836
854
1,690
Total assets
3,328
10,122
28,376
41,826
As of December 31, 2012
Inventories
-
764
1,230
1,994
Property, net
36
8,731
19,690
28,457
Goodwill
-
-
4,773
4,773
Intangible assets, net
-
1,133
1,442
2,575
Total assets
3,201
11,609
32,196
47,006

All changes in goodwill between December 31, 2012 and September 30, 2013, relate to foreign currency translation. Corporate segment total assets include cash, restricted cash, property and other assets.

The following table presents revenue by geographic area for the three and nine months ended September 30, 2013 and 2012 (in thousands).

Three Months
Nine Months
2013
2012
2013
2012
United States
$
3,052
$
2,685
$
9,714
$
8,501
Brazil
4,048
4,626
13,845
14,397
Other international
1,625
2,038
3,263
5,908
Total revenues
$
8,725
$
9,349
$
26,822
$
28,806
NOTE 18. SEGMENT INFORMATION

We have three reportable business segments: (i) Corporate; (ii) USA, which manufactures and distributes SRB in various granulations along with other products derived from rice bran via proprietary and patented enzyme treatment processes; and (iii) Brazil, which extracts crude RBO and DRB from rice bran, which are then further processed into a number of valuable human food and animal nutrition products. The Corporate segment includes selling, general and administrative expenses including public company expenses, litigation, and other expenses not directly attributable to other segments. No Corporate allocations are made to the other segments. General corporate interest is not allocated.

The table below presents segment information for the years identified and provides a reconciliation of segment information to total consolidated information (in thousands).

 
 
2012
 
 
 
Corporate
  
USA
  
Brazil
  
Consolidated
 
 
 
  
  
  
 
Revenues
 
$
-
  
$
12,633
  
$
25,090
  
$
37,723
 
Cost of goods sold
  
-
   
8,946
   
22,705
   
31,651
 
Gross profit
  
-
   
3,687
   
2,385
   
6,072
 
Intersegment fees
  
347
   
-
   
(347
)
  
-
 
Depreciation and amortization (in selling, general and administrative)
  
(197
)
  
(1,006
)
  
(859
)
  
(2,062
)
Impairment of property
  
-
   
(1,069
)
  
-
   
(1,069
)
Other operating expenses
  
(4,768
)
  
(2,364
)
  
(4,496
)
  
(11,628
)
Loss from operations
 
$
(4,618
)
 
$
(752
)
 
$
(3,317
)
 
$
(8,687
)
 
                
Net loss attributable to RiceBran Technologies shareholders
 
$
(7,046
)
 
$
(770
)
 
$
(1,693
)
 
$
(9,509
)
Interest expense
  
(743
)
  
(17
)
  
(1,166
)
  
(1,926
)
Depreciation (in cost of goods sold)
  
-
   
(899
)
  
(1,651
)
  
(2,550
)
Purchases of property
  
1
   
150
   
6,331
   
6,482
 
Property, net, end of period
  
36
   
8,731
   
19,690
   
28,457
 
Goodwill, end of period
  
-
   
-
   
4,773
   
4,773
 
Intangible assets, net, end of period
  
-
   
1,133
   
1,442
   
2,575
 
Total assets, end of period
  
3,201
   
11,609
   
32,196
   
47,006
 


 
 
2011
 
 
 
Corporate
  
USA
  
Brazil
  
Consolidated
 
 
 
  
  
  
 
Revenues
 
$
-
  
$
10,700
  
$
26,257
  
$
36,957
 
Cost of goods sold
  
-
   
7,566
   
21,820
   
29,386
 
Gross profit
  
-
   
3,134
   
4,437
   
7,571
 
Intersegment fees
  
(439
)
  
-
   
439
   
-
 
Depreciation and amortization (in selling, general and administrative)
  
(119
)
  
(1,306
)
  
(1,226
)
  
(2,651
)
Impairment of intangibles and property
  
(240
)
  
(1,352
)
  
-
   
(1,592
)
Recoveries from former customers
  
-
   
1,800
   
-
   
1,800
 
Other operating expenses
  
(5,556
)
  
(3,728
)
  
(5,428
)
  
(14,712
)
Loss from operations
 
$
(6,354
)
 
$
(1,452
)
 
$
(1,778
)
 
$
(9,584
)
 
                
Net loss attributable to RiceBran Technologies shareholders
 
$
(6,875
)
 
$
(1,631
)
 
$
(1,593
)
 
$
(10,099
)
Interest expense
  
(619
)
  
(180
)
  
(964
)
  
(1,763
)
Depreciation (in cost of goods sold)
  
-
   
(993
)
  
(1,336
)
  
(2,329
)
Purchases of property
  
-
   
98
   
6,769
   
6,867
 
Property, net, end of period
  
263
   
11,899
   
15,833
   
27,995
 
Goodwill, end of period
  
-
   
-
   
5,240
   
5,240
 
Intangible assets, net, end of period
  
-
   
1,612
   
2,316
   
3,928
 
Total assets, end of period
  
4,672
   
14,219
   
33,341
   
52,232
 

All changes in goodwill between December 31, 2012 and December 31, 2011, relate to foreign currency translation.

The following table presents revenues data by geographic area (in thousands):

 
 
2012
  
2011
 
 
 
  
 
United States
 
$
16,177
  
$
9,178
 
Brazil
  
18,266
   
19,141
 
Other international
  
3,280
   
8,638
 
Total revenues
 
$
37,723
  
$
36,957
 
XML 109 R42.htm IDEA: XBRL DOCUMENT v2.4.0.8
PRE-PETITION LIABILITIES (10-Q)
 9 Months Ended
Sep. 30, 2013
PRE-PETITION LIABILITIES [Abstract]  
PRE-PETITION LIABILITIES
NOTE 10. PRE-PETITION LIABILITIES

On November 10, 2009, we filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Arizona in the proceeding entitled In re: NutraCea, Case No. 2:09-bk-28817-CGC. None of our subsidiaries were included in the bankruptcy filing. Creditors voted overwhelmingly in favor of an amended plan of reorganization which called for the payment in full of all allowed claims, and the plan became effective on November 30, 2010. In January 2012, we made our final $1.6 million distribution to the general unsecured creditors.
XML 110 R102.htm IDEA: XBRL DOCUMENT v2.4.0.8
EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (Details) (10-Q) (USD $)
In Thousands, except Share data, unless otherwise specified
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 1 Months Ended 9 Months Ended 12 Months Ended 1 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
Oct. 31, 2013
Sep. 30, 2013
Director
Sep. 30, 2012
Sep. 30, 2013
Director
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2012
$14.00-$16.00 [Member]
Dec. 31, 2012
$46.00 [Member]
Dec. 31, 2012
$66.00 [Member]
Dec. 31, 2012
$138.00 [Member]
Sep. 30, 2013
Equity Warrant [Member]
$16.00 [Member]
Dec. 31, 2012
Equity Warrant [Member]
$16.00 [Member]
Sep. 30, 2013
Equity Warrant [Member]
$46.00 [Member]
Dec. 31, 2012
Equity Warrant [Member]
$46.00 [Member]
Sep. 30, 2013
Equity Warrant [Member]
$138.00 [Member]
Dec. 31, 2012
Equity Warrant [Member]
$138.00 [Member]
Sep. 30, 2013
Liability Warrant [Member]
$14.00-$16.00 [Member]
Dec. 31, 2012
Liability Warrant [Member]
$14.00-$16.00 [Member]
Sep. 30, 2013
Liability Warrant [Member]
$16.00 [Member]
Sep. 30, 2013
Liability Warrant [Member]
$66.00 [Member]
Dec. 31, 2012
Liability Warrant [Member]
$66.00 [Member]
Dec. 31, 2012
Each Non-employee Director [Member]
Apr. 30, 2013
Director Serving on Strategic Committee [Member]
Director
Mar. 31, 2011
Options [Member]
Sep. 30, 2013
Options [Member]
Dec. 31, 2012
Options [Member]
Dec. 31, 2011
Options [Member]
Dec. 31, 2010
Options [Member]
Apr. 30, 2013
Options [Member]
Director Serving on Strategic Committee [Member]
Apr. 30, 2013
Options [Member]
Director Serving on Strategic Committee [Member]
Maximum [Member]
Apr. 30, 2013
Warrants [Member]
Sep. 30, 2013
Warrants [Member]
Dec. 31, 2012
Warrants [Member]
Dec. 31, 2011
Warrants [Member]
Dec. 31, 2010
Warrants [Member]
Dec. 31, 2012
Warrants [Member]
Equity Warrant [Member]
Dec. 31, 2011
Warrants [Member]
Equity Warrant [Member]
Dec. 31, 2010
Warrants [Member]
Equity Warrant [Member]
Dec. 31, 2012
Warrants [Member]
Liability Warrant [Member]
Dec. 31, 2011
Warrants [Member]
Liability Warrant [Member]
Dec. 31, 2010
Warrants [Member]
Liability Warrant [Member]
Sep. 30, 2013
2010 Plan [Member]
Each Non-employee Director [Member]
Apr. 30, 2013
2010 Plan [Member]
Options [Member]
Each Non-employee Director [Member]
Jan. 31, 2013
2010 Plan [Member]
Options [Member]
Each Non-employee Director [Member]
Apr. 30, 2013
2010 Plan [Member]
Options [Member]
Each Non-employee Director [Member]
Maximum [Member]
Jan. 31, 2013
2010 Plan [Member]
Options [Member]
Each Non-employee Director [Member]
Maximum [Member]
Sep. 30, 2013
Common Stock [Member]
Dec. 31, 2012
Common Stock [Member]
Dec. 31, 2011
Common Stock [Member]
Sep. 30, 2013
Accumulated Deficit [Member]
Dec. 31, 2012
Accumulated Deficit [Member]
Dec. 31, 2011
Accumulated Deficit [Member]
Sep. 30, 2013
Accumulated Other Comprehensive Loss [Member]
Dec. 31, 2012
Accumulated Other Comprehensive Loss [Member]
Dec. 31, 2011
Accumulated Other Comprehensive Loss [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                                                                                                
Balance at beginning of period $ (4,224)     $ 4,436 $ 13,714 $ 13,714 $ 22,390                                                                                 $ 210,396 $ 209,613 $ 207,432 $ (204,420) $ (194,911) $ (184,812) $ (1,540) $ (988) $ (74)
Balance at beginning of period (in shares) 1,103,597     1,038,080 1,006,323 1,006,323                                                                                   1,038,080 1,006,323 976,796            
Share-based compensation       380                                                                                       380     0     0    
Conversion of senior subordinated debenture       500                                                                                       500     0     0    
Conversion of senior subordinated debenture (in shares)                                                                                               28,429                
Common stock issued for services       613   228 568                                                                                 613 228 568 0 0 0 0 0 0
Common stock issued for services, (in shares)                                                                                               37,088 8,972 16,867            
Warrants issued fees and services       156                                                                                       156     0     0    
Warrants issued fees and services (in shares)                                                                                               0                
Foreign currency translation       (458)                                                                                       0     0     (458)    
Net loss   (2,071) (368) (9,851) (9,398) (9,509) (10,099)                                                                                 0 0 0 (9,851) (9,509) (10,099) 0 0 0
Balance at end of period   $ (4,224)   $ (4,224)   $ 4,436 $ 13,714                                                                                 $ 212,045 $ 210,396 $ 209,613 $ (214,271) $ (204,420) $ (194,911) $ (1,998) $ (1,540) $ (988)
Balance at end of period (in shares)   1,103,597   1,103,597   1,038,080 1,006,323                                                                                 1,103,597 1,038,080 1,006,323            
Shares Under Options, Outstanding [Roll Forward]                                                                                                                
Outstanding at beginning of period (in shares)                                                 227,426 169,254 192,944 227,426                                                        
Granted (in shares)                                                   37,500.000 [1] 29,060.000 26,022.000     1,250.000                             3,750.000 1,250.000                  
Impact of anti-dilution clauses (in shares)                                                   0 0 0                                                        
Exercised (in shares)                                                   0 0 0                                                        
Forfeited, expired or cancelled (in shares)                                                 (30,000) (27,551) (52,750) (60,504)                                                        
Outstanding at end of period (in shares)                                                   179,203 169,254 192,944 227,426                                                      
Exercisable at end of period (in shares)                                                   144,887 143,522 138,438                                                        
Options, Weighted Average Exercise Price [Roll Forward]                                                                                                                
Outstanding at beginning of period (in dollars per share)                                                 $ 60.00 $ 32.00 $ 54.00 $ 60.00                                                        
Granted (in dollars per share)                                                   $ 16.00 [1] $ 30.00 $ 44.00   $ 16.00                           $ 16.00 $ 16.00                      
Impact of anti-dilution clauses (in dollars per share)                                                   $ 0                                                            
Exercised (in dollars per share)                                             $ 28.00     $ 0                                                            
Forfeited, expired or cancelled (in dollars per share)                                                 $ 60.00 $ 54.00 $ 68.00 $ 72.00                                                        
Outstanding at end of period (in dollars per share)                                                   $ 24.40 $ 32.00 $ 54.00 $ 60.00                                                      
Exercisable at end of period (in dollars per share)                                                   $ 26.00 $ 34.00                                                          
Options, Additional Disclosures [Abstract]                                                                                                                
Outstanding, weighted average remaining contractual life                                                   6 years 4 months 24 days 6 years 3 months 18 days 6 years 3 months 18 days 6 years 9 months 18 days                                                      
Exercisable, weighted average remaining contractual life                                                   5 years 10 months 24 days 5 years 10 months 24 days                                                          
Shares Under Warrants [Roll Forward]                                                                                                                
Outstanding at beginning of period (in shares)                                                                 806,769 233,947 202,148   17,372 2,727   216,575 199,421                              
Granted (in shares)                                                                 54,581 [1] 423,782 25,794   0 25,795   423,782 0                              
Impact of anti-dilution clauses (in shares)                                                                 2,082 518,720 31,517   0 0   518,720 31,516                              
Exercised (in shares)                                                                 0 (25,015) 0   0 0   (25,015) 0                              
Forfeited, expired or cancelled (in shares)                                                               (146,106) (146,106) (22,880) (25,512)   (11,616) (11,150)   (411,264) (14,362)                              
Outstanding at end of period (in shares)                                                                 717,326 806,769 233,947 202,148 5,756 17,372 2,727 801,013 216,575 199,421                            
Exercisable at end of period (in shares)                                                                 717,326 713,969     5,756     708,213                                
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward]                                                                                                                
Outstanding at beginning of period (in dollars per share)                                                                 $ 24.00 $ 208.00 $ 54.00   $ 60.00 $ 138.00   $ 220.00 $ 256.00                              
Granted (in dollars per share)                                                                 $ 16.00 [1] $ 20.00 $ 46.00   $ 0 $ 46.00   $ 20.00                                
Impact of anti-dilution clauses (in dollars per share)                                                                         $ 0                                      
Exercised (in dollars per share)                                                                 $ 0 $ 20.00     $ 0     $ 20.00                                
Forfeited, expired or cancelled (in dollars per share)                                                                 $ 66.00 $ 86.00 $ 148.00   $ 44.00 $ 46.00   $ 88.00 $ 226.00                              
Outstanding at end of period (in dollars per share)                                                                 $ 16.00 $ 24.00 $ 208.00 $ 54.00 $ 90.00 $ 60.00 $ 138.00 $ 24.00 $ 220.00 $ 256.00                            
Exercisable at end of period (in dollars per share)                                                                 $ 16.00 $ 26.00     $ 90.00     $ 24.00                                
Equity and Liability Warrants, Additional Disclosures [Abstract]                                                                                                                
Outstanding, weighted average remaining contractual life                                                                 3 years 7 months 6 days 3 years 6 months 1 year 8 months 12 days 2 years 3 months 18 days 2 years 4 months 24 days 3 years 6 months 2 years 9 months 18 days 3 years 6 months 1 year 6 months 2 years 3 months 18 days                            
Exercisable, weighted average remaining contractual life                                                                 3 years 7 months 6 days 3 years 3 months 18 days     2 years 4 months 24 days     3 years 3 months 18 days                                
Common stock, shares authorized (in shares)   6,000,000   6,000,000   2,500,000 2,500,000                                                                                                  
Initially reserved (in shares)                                                     125,000                               1,250                          
Number of shares reserved after increment (in shares)                                                                                     5,000                          
Number of non-employee directors   5   5                                                                                                        
Vesting period                                                           12 months                           9 months 12 months                      
Expiration date                                                           Apr. 30, 2018                           Apr. 18, 2023 Jan. 31, 2023                      
Reverse stock split 200 to 1                                                                                                              
Number of directors on Strategic Committee                                               2                                                                
Summary of information related to outstanding and exercisable warrants [Abstract]                                                                                                                
Exercise price range, lower range limit (in dollars per share)               $ 14.00                   $ 14.00                                                                            
Exercise price range, upper range limit (in dollars per share)               $ 16.00 $ 46.00 $ 66.00 $ 138.00 $ 16.00   $ 46.00   $ 138.00   $ 16.00   $ 16.00 [2] $ 66.00 [3]                                                                      
Shares under warrants - outstanding (in shares)   17,327   17,327   806,769   656,990 3,029 144,023 2,727 12,176 0 3,029 3,029 2,727 2,727 695,390 [3] 656,990 [3] 4,005 [2] 0 [3] 144,023 [3]                                                                    
Weighted average exercise price - outstanding (in dollars per share)   $ 16.00   $ 16.00   $ 24.00   $ 16.00 $ 46.00 $ 66.00 $ 138.00 $ 16.00 $ 0 $ 46.00 $ 46.00 $ 138.00 $ 138.00 $ 16.00 [3] $ 16.00 [3] $ 16.00 [2] $ 0 [3] $ 66.00 [3]                                                                    
Remaining contractual life - outstanding       3 years 7 months 6 days   3 years 6 months   4 years 2 months 12 days 3 years 10 months 24 days 0 years 3 months 18 days 0 years 9 months 18 days 4 years 8 months 12 days   3 years 2 months 12 days 3 years 10 months 24 days 0 years 1 month 6 days 0 years 9 months 18 days 3 years 7 months 6 days [3] 4 years 2 months 12 days [3] 4 years 9 months 18 days [2]   0 years 3 months 18 days [3]                                                                    
[1] Includes adjustments to shares underlying PIK warrants.
[2] The warrants are classified as liability warrants because an indeterminate number of shares are issuable under the TCA debt agreement.
[3] The warrant contain full ratchet anti-dilution provisions.
XML 111 R16.htm IDEA: XBRL DOCUMENT v2.4.0.8
LOSS PER SHARE (EPS) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
LOSS PER SHARE (EPS) [Abstract]    
LOSS PER SHARE (EPS)
NOTE 4. LOSS PER SHARE (EPS)

Basic EPS is computed by dividing net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of common shares outstanding during all periods presented. Shares underlying options, warrants and convertible debt are excluded from the basic EPS calculation but are considered in calculating diluted EPS.

Diluted EPS is computed by dividing the net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. The dilutive effect of outstanding convertible debt is calculated using the if-converted method.

Below are reconciliations of the numerators and denominators in the EPS computations for the three and nine months ended September 30, 2013 and 2012.

Three Months
Nine Months
2013
2012
2013
2012
NUMERATOR (in thousands):
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
$
(2,071
)
$
(368
)
$
(9,851
)
$
(9,398
)
DENOMINATOR:
Basic EPS - weighted average number of shares outstanding
1,129,290
1,024,345
1,082,452
1,020,242
Effect of dilutive securities outstanding
-
-
-
-
Diluted EPS - weighted average number of shares outstanding
1,129,290
1,024,345
1,082,452
1,020,242
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 (average exercise price for the three and nine months ended September 30, 2013, of $24.00 and $28.00)
181,584
192,353
179,912
195,236
Warrants (average exercise price for the three and nine months ended September 30, 2013, of $16.00 and $20.00)
716,917
1,003,127
751,653
713,414
Convertible debt (average conversion price for the three and nine months ended September 30, 2013, of $14.00)
438,754
416,805
452,184
287,368

The impact of potentially dilutive securities outstanding at September 30, 2013 and 2012, was not included in the calculation of diluted EPS in 2013 and 2012 because to do so would be antidilutive. Those securities listed in the table above which were antidilutive in 2013 and 2012, which remain outstanding, could potentially dilute EPS in the future.
NOTE 4. LOSS PER SHARE (EPS)

Basic EPS is computed by dividing net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of common shares outstanding during all periods presented. Shares underlying options, warrants and convertible notes payable are excluded from the basic EPS calculation but are considered in calculating diluted EPS.

Diluted EPS is computed by dividing the net income (loss) attributable to RiceBran Technologies shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. The dilutive effect of outstanding convertible debt is calculated using the if converted method.

Below are reconciliations of the numerators and denominators in the EPS computations.

 
 
2012
  
2011
 
NUMERATOR (in thousands):
 
  
 
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
 
$
(9,509
)
 
$
(10,099
)
 
        
DENOMINATOR:
        
Basic EPS - weighted average number of shares outstanding
  
1,023,412
   
991,852
 
Effect of dilutive securities outstanding
  
-
   
-
 
Diluted EPS - weighted average number of shares outstanding
  
1,023,412
   
991,852
 
 
        
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 (average exercise price of $48.00 and $58.00 )
  
191,187
   
197,879
 
Warrants (average exercise price of $62.00 and $226.00)
  
736,753
   
214,765
 
Convertible notes (average conversion price of $16.00 and $42.00)
  
334,709
   
25,800
 

The impact of potentially dilutive securities outstanding at December 31, 2012 and 2011, was not included in the calculation of diluted EPS in 2012 and 2011 because to do so would be antidilutive. Those securities which were antidilutive in 2012 and 2011, which remain outstanding, could potentially dilute EPS in the future.
XML 112 R91.htm IDEA: XBRL DOCUMENT v2.4.0.8
BASIS OF PRESENTATION (Details) (10-Q) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Dec. 31, 2011
BASIS OF PRESENTATION [Abstract]      
Accumulated deficit $ 214,271 $ 204,420 $ 194,911
XML 113 R74.htm IDEA: XBRL DOCUMENT v2.4.0.8
REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) (10-K) (USD $)
 12 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 1 Months Ended 3 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2010
Mar. 31, 2011
Nutra SA [Member]
Sep. 30, 2013
Nutra SA [Member]
Sep. 30, 2012
Nutra SA [Member]
Dec. 31, 2012
Nutra SA [Member]
Dec. 31, 2011
Nutra SA [Member]
Dec. 31, 2010
Nutra SA [Member]
Irgovel [Member]
Jan. 31, 2011
NutraCea [Member]
Sep. 30, 2013
NutraCea [Member]
Representative
Dec. 31, 2012
NutraCea [Member]
Representative
Sep. 30, 2012
NutraCea [Member]
Jun. 30, 2012
NutraCea [Member]
Mar. 31, 2012
NutraCea [Member]
Dec. 31, 2011
NutraCea [Member]
Sep. 30, 2011
NutraCea [Member]
Jun. 30, 2011
NutraCea [Member]
Mar. 31, 2011
NutraCea [Member]
Dec. 31, 2012
NutraCea [Member]
Representative
Dec. 31, 2011
NutraCea [Member]
Jan. 31, 2011
Investors [Member]
Dec. 31, 2012
Investors [Member]
Representative
Sep. 30, 2013
Investors [Member]
Representative
Sep. 30, 2013
Investors [Member]
Nutra SA [Member]
Dec. 31, 2012
Investors [Member]
Nutra SA [Member]
Sep. 30, 2012
Investors [Member]
Nutra SA [Member]
Dec. 31, 2011
Investors [Member]
Nutra SA [Member]
Sep. 30, 2011
Investors [Member]
Nutra SA [Member]
Jun. 30, 2011
Investors [Member]
Nutra SA [Member]
Mar. 31, 2011
Investors [Member]
Nutra SA [Member]
Jan. 31, 2011
Investors [Member]
Nutra SA [Member]
Summary of carrying amounts included in consolidated balance sheets [Abstract]                                                                    
Cash and cash equivalents $ 1,040,000 $ 3,329,000 $ 701,000 $ 850,000 $ 537,000   $ 478,000   $ 562,000 $ 3,290,000                                                
Other current assets 975,000 1,049,000 895,000       4,370,000   5,675,000 6,641,000                                                
Property, net (restricted $5,231 and $5,757) 28,457,000 27,995,000 25,820,000       18,319,000   19,690,000 15,833,000                                                
Goodwill and intangibles, net             5,185,000   6,215,000 7,556,000                                                
Other noncurrent assets 385,000 56,000 801,000       24,000   54,000 21,000                                                
Total assets 47,006,000 52,232,000 41,826,000       28,376,000   32,196,000 33,341,000                                                
Current liabilities 15,533,000 15,604,000 19,208,000       6,007,000   5,141,000 3,851,000                                                
Current portion of long-term debt (nonrecourse) 8,003,000 6,792,000 9,422,000       7,679,000   7,013,000 5,469,000                                                
Long-term debt, less current portion variable interest entity nonrecourse 11,581,000 7,933,000 12,355,000       7,126,000   7,454,000 6,361,000                                                
Other noncurrent liabilities             93,000   1,871,000 3,766,000                                                
Total liabilities 33,308,000 28,600,000 38,164,000       20,905,000   21,479,000 19,447,000                                                
Restricted portion of other current assets             2,154,000   2,505,000                                                  
Variable interest entity restricted portion of property, net             5,231,000   5,757,000                                                  
Nonrecourse portion of current maturities of long-term debt (variable interest entity)                 7,013,000                                                  
Nonrecourse portion of long-term debt, less current portion variable interest entity nonrecourse                 7,454,000                                                  
Summary of changes for redeemable noncontrolling interest [Roll Forward]                                                                    
Redeemable noncontrolling interest in Nutra SA, beginning of period 9,918,000   7,488,000       9,262,000 9,918,000 9,918,000     0 7,836,000 8,265,000 8,340,000 9,918,000 9,918,000     0 0 9,918,000 0                      
Investors' purchase of units                           1,500,000 0 0 0 0 900,000 3,000,000 7,725,000                          
Investors' interest in net loss of Nutra SA             (1,633,000) (1,184,000)         (605,000)   (212,000)             (1,627,000) (776,000)                      
Investors' interest in accumulated other comprehensive income of Nutra SA             (441,000) (469,000)         (43,000)   137,000             (529,000) (931,000)                      
Redeemable noncontrolling interest in Nutra SA, end of period 9,262,000 9,918,000 7,488,000       7,488,000 8,265,000 9,262,000 9,918,000   0 7,488,000 9,262,000 8,265,000 8,340,000 9,918,000 9,918,000     0 9,262,000 9,918,000                      
Ownership percentage of noncontrolling owner (in hundredths)                                                     49.70% 49.00% 49.00% 49.00% 49.00% 45.20% 35.60% 35.60%
Purchase price of the units                                               7,700,000                    
Ownership percentage by parent (in hundredths)                     100.00% 64.40%                                            
Proceeds from sale of membership interests in Nutra SA 1,500,000 11,625,000                   4,000,000                   1,500,000 3,900,000                      
Proceeds from sale invested for capital improvements and working capital needs           3,700,000       1,900,000                                                
Proceeds from sale retained by Nutra SA for administrative expenses           500,000                                                        
Proceeds from sale for capital projects                   2,000,000                                                
Proceeds from sale retained by parent to repay debt                                         2,200,000                          
Proceeds from sale retained by parent for other purposes                                         1,800,000                          
Gain (loss) on sale of stock                                           0                        
Historical cost of equipment contributed                 300,000                                                  
Capital contributions                 1,500,000                                                  
Number of days available to install equipment                 90 days                                                  
Available units for purchase (in shares)                 750,000                                                  
Value of additional units                 1,500,000                                                  
Yield rate if the conditions are satisfied                 4.00%                                                  
Yield rate if the conditions are not satisfied                 8.00%                                                  
Distributable cash terms (i) first, to the Investors in an amount equal to 2.3 times the Investors' capital contribution, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to (i) two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests.           (i) first, to the Investors in an amount equal to an amount (Preference Multiple) times the Investors’ capital contributions, less the aggregate amount of distributions paid to the Investors, (ii) second, to us in an amount equal to two times the capital contributions made by us, less the aggregate amount of distributions paid to us; and (iii) third, to us and the Investors in proportion to our respective membership interests.                                                      
Contributions to be made                                           2     2.3                  
Number of representatives in management committee                         3 3               3     2 2                
Number of representatives in management committee upon default                         2 2               2     3 3                
Terms of default A Nutra SA business plan deviation, defined as the occurrence, in either 2012, 2013 or 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt,B7A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, orB7A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds.           A Nutra SA business plan deviation, defined as the occurrence, for either 2013 or 2014, of a 20% unfavorable variation in two out of three of the following: (i) revenue, (ii) earnings before interest, taxes, depreciation and amortization (EBITDA) or (iii) debt, A Nutra SA EBITDA default, which is defined as the failure to achieve 85% of planned EBITDA for three consecutive quarters, or A material problem, which is defined as a material problem in a facility (unrelated to changes in law, weather, etc.) likely to cause a Nutra SA business plan deviation or Nutra SA EBITDA default, which results in damages not at least 80% covered by insurance proceeds.                                                      
Terms of qualifying event Any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.           Any event prior to September 16, 2014, which results, or will result in, (i) a person or group of persons exercising the right to appoint members to our board of directors holding one third or more of the votes of all board members, (ii) the sale, exchange, pledge or use as guarantee of one half or more of our ownership interest in Nutra SA to a third party or (iii) the bankruptcy of RiceBran Technologies or Nutra SA.                                                      
Threshold percentage of unfavorable variance for default calculation (in hundredths)             80.00%   20.00%                                                  
Threshold percentage of planned EBITDA for default calculation (in hundredths)             20.00%   85.00%                                                  
Threshold percentage of damages not covered by insurance proceeds for a material problem, minimum (in hundredths)             85.00%   80.00%                                                  
Maximum share ownership percentage (in hundredths)                                                     25.00% 25.00%            
Drag Along Right termination amount                                                     $ 50,000,000 $ 50,000,000            
XML 114 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
Condensed Consolidated Statements of Cash Flows (Unaudited) (10-Q) (USD $)
 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Cash flow from operating activities:    
Net loss $ (11,484,000) $ (10,582,000)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 2,975,000 3,623,000
Provision for doubtful accounts receivable 49,000 313,000
Stock and share-based compensation 524,000 879,000
Change in fair value of derivative warrant and conversion liabilities 1,918,000 (4,008,000)
Loss on extinguishment 526,000 4,941,000
Financing expense 564,000 2,184,000
Impairment of property 300,000 1,069,000
Deferred tax benefit (1,717,000) (1,105,000)
Other 525,000 189,000
Changes in operating assets and liabilities:    
Accounts receivable (253,000) (737,000)
Inventories 463,000 (159,000)
Accounts payable and accrued expenses 2,595,000 1,147,000
Pre-petition liabilities 0 (1,615,000)
Other 493,000 (39,000)
Net cash used in operating activities (2,522,000) (3,900,000)
Cash flows from investing activities:    
Purchases of property (2,301,000) (5,824,000)
Proceeds from sales of property 847,000 276,000
Payment for license (1,200,000) 0
Receipts on notes receivable 0 700,000
Restricted cash 0 200,000
Other 0 (24,000)
Net cash used in investing activities (2,654,000) (4,672,000)
Cash flows from financing activities:    
Payments of debt (12,288,000) (9,010,000)
Proceeds from issuance of debt, net of issuance costs 15,163,000 11,607,000
Proceeds from issuance of convertible debt and related warrants 537,000 3,563,000
Proceeds from sale of membership interest in Nutra SA 300,000 0
Proceeds from sale of membership interest in RBT PRO 1,200,000 0
Net cash provided by financing activities 4,912,000 6,160,000
Effect of exchange rate changes on cash and cash equivalents (75,000) (67,000)
Net change in cash and cash equivalents (339,000) (2,479,000)
Cash and cash equivalents, beginning of period 1,040,000 3,329,000
Cash and cash equivalents, end of period 701,000 850,000
Supplemental disclosures:    
Cash paid for interest 1,785,000 1,162,000
Cash paid for income taxes $ 0 $ 0
XML 115 R7.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Statements of Cash Flows (10-K) (USD $)
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Cash flow from operating activities:    
Net loss $ (11,136,000) $ (10,875,000)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 3,430,000 3,532,000
Amortization 1,182,000 1,448,000
Provision for doubtful accounts receivable 401,000 162,000
Common stock and share-based compensation, options 1,161,000 1,475,000
Impairment of intangibles and property 1,069,000 1,592,000
Change in fair value of derivative warrant and conversion liabilities (5,420,000) (332,000)
Loss on extinguishment 4,941,000 0
Financing expense 2,184,000 0
Recovery from former customer 0 (1,000,000)
Settlement with former officer 0 (267,000)
Deferred tax benefit (1,935,000) (345,000)
Foreign exchange loss 617,000 0
Other 158,000 772,000
Changes in operating assets and liabilities:    
Accounts receivable (462,000) (577,000)
Inventories 201,000 343,000
Accounts payable and accrued expenses 215,000 517,000
Pre-petition liabilities (1,615,000) (4,790,000)
Other 187,000 (807,000)
Net cash used in operating activities (4,822,000) (9,152,000)
Cash flows from investing activities:    
Receipts on notes receivable 700,000 1,100,000
Proceeds from sales of property 576,000 0
Purchases of property (6,482,000) (6,867,000)
Restricted cash 200,000 (200,000)
Other 44,000 (210,000)
Net cash used in investing activities (4,962,000) (6,177,000)
Cash flows from financing activities:    
Proceeds from sale of membership interests in Nutra SA, net of costs 1,500,000 11,625,000
Proceeds from issuance of convertible debt and related warrants 3,563,000 506,000
Payments of debt (12,610,000) (8,818,000)
Proceeds from issuance of debt 15,189,000 15,056,000
Net cash provided by financing activities 7,642,000 18,369,000
Effect of exchange rate changes on cash and cash equivalents (147,000) (248,000)
Net change in cash and cash equivalents (2,289,000) 2,792,000
Cash and cash equivalents, beginning of period 3,329,000 537,000
Cash and cash equivalents, end of period 1,040,000 3,329,000
Supplemental disclosures:    
Cash paid for interest 1,651,000 1,551,000
Cash paid for income taxes $ 0 $ 0
XML 116 R90.htm IDEA: XBRL DOCUMENT v2.4.0.8
SUBSEQUENT EVENTS (Details) (10-K) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended 1 Months Ended
Dec. 31, 2012
Sep. 30, 2013
Dec. 31, 2011
Mar. 31, 2013
CEO and Director - W. John Short and Director - Baruch Halpern [Member]
Subsequent Event [Member]
Dec. 31, 2012
Partner [Member]
Related Party Transaction [Line Items]          
Amount owed in quarterly installments $ 4,509 $ 5,217 $ 4,202   $ 1,300
Amount owed if paid in full in June of 2013 3,021 4,569 2,995   1,200
Debt - principal $ (6,674)     $ 100  
XML 117 R52.htm IDEA: XBRL DOCUMENT v2.4.0.8
LOSS PER SHARE (EPS) (Tables) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
LOSS PER SHARE (EPS) [Abstract]    
Reconciliation of EPS
Below are reconciliations of the numerators and denominators in the EPS computations for the three and nine months ended September 30, 2013 and 2012.

Three Months
Nine Months
2013
2012
2013
2012
NUMERATOR (in thousands):
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
$
(2,071
)
$
(368
)
$
(9,851
)
$
(9,398
)
DENOMINATOR:
Basic EPS - weighted average number of shares outstanding
1,129,290
1,024,345
1,082,452
1,020,242
Effect of dilutive securities outstanding
-
-
-
-
Diluted EPS - weighted average number of shares outstanding
1,129,290
1,024,345
1,082,452
1,020,242
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 (average exercise price for the three and nine months ended September 30, 2013, of $24.00 and $28.00)
181,584
192,353
179,912
195,236
Warrants (average exercise price for the three and nine months ended September 30, 2013, of $16.00 and $20.00)
716,917
1,003,127
751,653
713,414
Convertible debt (average conversion price for the three and nine months ended September 30, 2013, of $14.00)
438,754
416,805
452,184
287,368
Below are reconciliations of the numerators and denominators in the EPS computations.

 
 
2012
  
2011
 
NUMERATOR (in thousands):
 
  
 
Basic and diluted - net loss attributable to RiceBran Technologies shareholders
 
$
(9,509
)
 
$
(10,099
)
 
        
DENOMINATOR:
        
Basic EPS - weighted average number of shares outstanding
  
1,023,412
   
991,852
 
Effect of dilutive securities outstanding
  
-
   
-
 
Diluted EPS - weighted average number of shares outstanding
  
1,023,412
   
991,852
 
 
        
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 (average exercise price of $48.00 and $58.00 )
  
191,187
   
197,879
 
Warrants (average exercise price of $62.00 and $226.00)
  
736,753
   
214,765
 
Convertible notes (average conversion price of $16.00 and $42.00)
  
334,709
   
25,800
 
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FAIR VALUE MEASUREMENT (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
FAIR VALUE MEASUREMENT [Abstract]    
FAIR VALUE MEASUREMENT
NOTE 15. FAIR VALUE MEASUREMENT

The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of September 30, 2013, the fair value of our USA segment debt is approximately $2.6 million higher than the carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt approximates the carrying value of that debt based on the current market rates for similar debt with similar maturities.

Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property.

We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

●Level 1 – inputs include quoted prices for identical instruments and are the most observable.
●Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves.
●Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability.

For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed.

The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

Level 1
Level 2
Level 3
Total
September 30, 2013
Derivative warrant liabilities
(1)
$
-
$
-
$
(6,508
)
$
(6,508
)
Derivative conversion liabilities
(2)
-
-
(3,193
)
(3,193
)
Total liabilities at fair value
$
-
$
-
$
(9,701
)
$
(9,701
)
December 31, 2012
Derivative warrant liabilities
(1)
$
-
$
-
$
(4,520
)
$
(4,520
)
Derivative conversion liabilities
(2)
-
-
(2,199
)
(2,199
)
Total liabilities at fair value
$
-
$
-
$
(6,719
)
$
(6,719
)

(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0% - 1.4%
0.1% - 0.7%
(1.0% weighted average)
(0.6% weighted average)
Expected volatility
90%
93%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

September 30, 2013
December 31, 2012
Risk-free interest rate
0.0-0.6%
0.2-0.3%
(0.4% weighted average)
(0.3% weighted average)
Expected volatility
90%
93%

The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):

Fair Value as of Beginning of Period
Total Realized and Unrealized Gains (Losses)
Issuance of New Instruments
Net Transfers (Into) Out of Level 3
Fair Value, at End of Period
Change in Unrealized Gains (Losses) on Instruments Still Held
(1)
Nine Months Ended September 30, 2013
Derivative warrant liability
$
(4,520
)
$
(1,413
)
$
(575
)
$
-
$
(6,508
)
$
(1,413
)
Derivative conversion liability
(2,199
)
(505
)
(588
)
99
(2)
(3,193
)
(896
)
Total Level 3 fair value
$
(6,719
)
$
(1,918
)
$
(1,163
)
$
99
$
(9,701
)
$
(2,309
)
Nine Months Ended September 30, 2012
Derivative warrant liability
$
(1,296
)
$
1,142
$
(6,983
)
$
711
(2)
$
(6,426
)
$
1,414
Derivative conversion liability
-
2,866
(4,466
)
(105
)
(1,705
)
2,866
Total Level 3 fair value
$
(1,296
)
$
4,008
$
(11,449
)
$
606
$
(8,131
)
$
4,280

(1)Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
(2)Represents transfers to equity as a result of the exercise of a warrant in 2012 and conversion of debt in 2013.

The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands).

2013
As of September 30, 2013
Impairment
Level 1
Level 2
Level 3
Total
Losses
(1
)
Property, net
(1)
$
-
$
-
$
394
$
394
$
300
Property, net
$
-
$
-
$
394
$
394
$
300

2012
As of December 31, 2012
Impairment
Level 1
Level 2
Level 3
Total
Losses
(1
)
Property, net
(1)
$
-
$
-
$
1,058
$
1,058
$
1,069
Property, net
$
-
$
-
$
1,058
$
1,058
$
1,069

(1)Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
NOTE 19. FAIR VALUE MEASUREMENT

The fair value of cash and cash equivalents, accounts and other receivables and accounts payable approximates their carrying value due to their shorter maturities. As of December 31, 2012, the fair value of our USA segment debt is approximately $2.5 million higher than the carrying value of that debt, based on current market rates for similar debt with similar maturities. The fair value of our Brazil segment debt approximates the carrying value of that debt based on the current market rates for similar debt with similar maturities.

Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain assets and liabilities are presented in the financial statements at fair value. Assets and liabilities measured at fair value on a recurring basis include derivative warrant and conversion liabilities. Assets and liabilities measured at fair value on a non-recurring basis may include property.

We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

●Level 1 – inputs include quoted prices for identical instruments and are the most observable.
●Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves.
●Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability.

For instruments measured using Level 3 inputs, a reconciliation of the beginning and ending balances is disclosed.

The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

 
  
 
Level 1
  
Level 2
  
Level 3
  
Total
 
December 31, 2012
 
 
  
  
  
 
Derivative warrant liabilities
(1)
 
$
-
  
$
-
  
$
(4,520
)
 
$
(4,520
)
Derivative conversion liabilities
(2)
  
-
   
-
   
(2,199
)
  
(2,199
)
Total liabilities at fair value
 
 
$
-
  
$
-
  
$
(6,719
)
 
$
(6,719
)
 
 
                
December 31, 2011
 
                
Derivative warrant liabilities
(1)
 
$
-
  
$
-
  
$
(1,296
)
 
$
(1,296
)
Total liabilities at fair value
 
 
$
-
  
$
-
  
$
(1,296
)
 
$
(1,296
)

(1)These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
 
December 31, 2011
Risk-free interest rate
 
0.1% - 0.7%
 
0.1% - 0.8%
 
 
(0.6% weighted average)
 
(0.2% weighted average)
Expected volatility
 
93%
 
84%

(2)These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.

 
 
December 31, 2012
Risk-free interest rate
 
0.2-0.3%
 
 
(0.3% weighted average)
Expected volatility
 
93%

The following tables summarize the changes in level 3 items measured at fair value on a recurring basis (in thousands):

 
 
Fair Value as of Beginning of Period
  
Total Realized and Unrealized Gains (Losses)
  
Issuance of New Instruments
  
Net Transfers (Into) Out of Level 3
  
Fair Value, at End of Period
  
Change in Unrealized Gains (Losses) on Instruments Still Held
 
2012
 
  
(1)
  
  
  
  
 
Derivative warrant liability
 
$
(1,296
)
 
$
3,048
  
$
(6,983
)
 
$
711
 (2)
 
$
(4,520
)
 
$
3,320
 
Derivative conversion liability
  
-
   
2,372
   
(4,466
)
  
(105
)(3)
  
(2,199
)
  
2,372
 
Total Level 3 fair value
 
$
(1,296
)
 
$
5,420
  
$
(11,449
)
 
$
606
  
$
(6,719
)
 
$
5,692
 
 
                        
2011
                        
Derivative warrant liability
 
$
(1,628
)
 
$
332
  
$
-
  
$
-
  
$
(1,296
)
 
$
332
 
Total Level 3 fair value
 
$
(1,628
)
 
$
332
  
$
-
  
$
-
  
$
(1,296
)
 
$
332
 

(1)Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
(2)Represents transfers to equity as a result of a holder exercising a warrant.
(3)Represents an adjustment to loss on extinguishment as a result of issuing the replacement senior convertible debenture.

The following tables summarize the fair values by input hierarchy of items measured at fair value in our balance sheets on a nonrecurring basis (in thousands):

 
 
 
  
  
  
  
2012
 
 
  
 
As of December 31, 2012
  
Impairment
 
 
  
 
Level 1
  
Level 2
  
Level 3
  
Total
  
Losses
 
 
 
 
  
  
  
   
(1
)
Property, net
(1)
 
$
-
  
$
-
  
$
1,058
  
$
1,058
  
$
1,069
 
Property, net
 
 
$
-
  
$
-
  
$
1,058
  
$
1,058
  
$
1,069
 

(1)During 2012, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
XML 120 R104.htm IDEA: XBRL DOCUMENT v2.4.0.8
FAIR VALUE MEASUREMENT (Details) (10-Q) (USD $)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Fair value of convertible debt's excess value over carrying value $ 2,600,000   $ 2,600,000   $ 2,500,000  
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]            
Property, net 394,000 [1],[2]   394,000 [1],[2]   1,058,000 [1],[2]  
Impairment Losses 0 0 300,000 [1] 1,069,000 1,069,000 [1] 906,000
Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Total liabilities at fair value (9,701,000)   (9,701,000)   (6,719,000) (1,296,000)
Level 1 [Member]
            
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]            
Property, net 0 [1],[2]   0 [1],[2]   0 [1],[2]  
Level 1 [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Total liabilities at fair value 0   0   0 0
Level 2 [Member]
            
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]            
Property, net 0 [1],[2]   0 [1],[2]   0 [1],[2]  
Level 2 [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Total liabilities at fair value 0   0   0 0
Level 3 [Member]
            
Fair values by input hierarchy of items measured at fair value on a nonrecurring basis [Abstract]            
Property, net 394,000 [1],[2]   394,000 [1],[2]   1,058,000 [1],[2]  
Level 3 [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Total liabilities at fair value (9,701,000)   (9,701,000)   (6,719,000) (1,296,000)
Derivative warrant liability [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Derivative warrant liabilities (6,508,000) [3],[4]   (6,508,000) [3],[4]   (4,520,000) [3],[4],[5] (1,296,000) [5]
Fair value assumptions [Abstract]            
Expected volatility (in hundredths)     90.00%   93.00% 84.00%
Derivative warrant liability [Member] | Recurring [Member] | Minimum [Member]
            
Fair value assumptions [Abstract]            
Risk-free interest rate (in hundredths)     0.00%   0.10% 0.10%
Derivative warrant liability [Member] | Recurring [Member] | Maximum [Member]
            
Fair value assumptions [Abstract]            
Risk-free interest rate (in hundredths)     1.40%   0.70% 0.80%
Derivative warrant liability [Member] | Recurring [Member] | Weighted Average [Member]
            
Fair value assumptions [Abstract]            
Risk-free interest rate (in hundredths)     1.00%   0.60% 0.20%
Derivative warrant liability [Member] | Level 1 [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Derivative warrant liabilities 0 [3],[4]   0 [3],[4]   0 [3],[4],[5] 0 [5]
Derivative warrant liability [Member] | Level 2 [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Derivative warrant liabilities 0 [3],[4]   0 [3],[4]   0 [3],[4],[5] 0 [5]
Derivative warrant liability [Member] | Level 3 [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Derivative warrant liabilities (6,508,000) [3],[4]   (6,508,000) [3],[4]   (4,520,000) [3],[4],[5] (1,296,000) [5]
Derivative conversion liability [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Derivative warrant liabilities (3,193,000) [6],[7]   (3,193,000) [6],[7]   (2,199,000) [6],[7],[8]  
Fair value assumptions [Abstract]            
Expected volatility (in hundredths)     90.00%   93.00%  
Derivative conversion liability [Member] | Recurring [Member] | Minimum [Member]
            
Fair value assumptions [Abstract]            
Risk-free interest rate (in hundredths)     0.00%   0.20%  
Derivative conversion liability [Member] | Recurring [Member] | Maximum [Member]
            
Fair value assumptions [Abstract]            
Risk-free interest rate (in hundredths)     0.60%   0.30%  
Derivative conversion liability [Member] | Recurring [Member] | Weighted Average [Member]
            
Fair value assumptions [Abstract]            
Risk-free interest rate (in hundredths)     0.40%   0.30%  
Derivative conversion liability [Member] | Level 1 [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Derivative warrant liabilities 0 [6],[7]   0 [6],[7]   0 [6],[7],[8]  
Derivative conversion liability [Member] | Level 2 [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Derivative warrant liabilities 0 [6],[7]   0 [6],[7]   0 [6],[7],[8]  
Derivative conversion liability [Member] | Level 3 [Member] | Recurring [Member]
            
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]            
Derivative warrant liabilities $ (3,193,000) [6],[7]   $ (3,193,000) [6],[7]   $ (2,199,000) [6],[7],[8]  
[1] Machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value in the first quarter of 2013 and the second quarter of 2012. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
[2] During the first quarter of 2013, machinery and equipment not currently in use was evaluated for impairment and as a result was written down to estimated fair value. Fair value is an estimate of net realizable value comprised of an estimate of proceeds from sale, based on an internal evaluation of market conditions, less estimated costs to sell. The estimate of net realizable value is subject to change.
[3] These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. September 30, 2013 December 31, 2012 Risk-free interest rate 0.0% - 1.4% 0.1% - 0.7% (1.0% weighted average) (0.6% weighted average) Expected volatility 90% 93%
[4] These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow.
[5] These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current exercise price of the warrants. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the warrant. Additional assumptions that were used to calculate fair value follow. December 31, 2012 December 31, 2011 Risk-free interest rate 0.1% - 0.7% 0.1% - 0.8% (0.6% weighted average) (0.2% weighted average) Expected volatility 93% 84%
[6] These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow.
[7] These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow. September 30, 2013 December 31, 2012 Risk-free interest rate 0.0-0.6% 0.2-0.3% (0.4% weighted average) (0.3% weighted average) Expected volatility 90% 93%
[8] These conversion liabilities are valued using a lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations. The lattice model requires us to assess the probability of future issuance of equity instruments at a price lower than the current conversion price of the debt. The risk-free interest rate is determined by reference to the treasury yield curve rate of instruments with the same term as the underlying debt. Additional assumptions that were used to calculate fair value follow. December 31, 2012 Risk-free interest rate 0.2-0.3% (0.3% weighted average) Expected volatility 93%
XML 121 R82.htm IDEA: XBRL DOCUMENT v2.4.0.8
SETTLEMENT WITH HERBAL SCIENCE (Details) (10-K) (USD $)
 3 Months Ended 12 Months Ended
Jun. 30, 2011
Dec. 31, 2011
Dec. 31, 2010
Mar. 31, 2011
Loss Contingencies [Line Items]        
Proof of claim     $ 1,500,000  
Stipulated settlement agreement     900,000  
Cash payments of obligations   400,000    
Remaining balance of obligation       500,000
Stock issued as settlement (in shares) 12,884      
Warrants issued as a part of the settlement (in shares) 3,029      
Exercise price of warrants granted (in dollars per share) $ 46.00      
Fair value of common stock and warrant issued in excess of obligation to buyer 200,000      
Fair value of stock issued 600,000      
Fair value of warrants issued 100,000      
Satisfaction of liabilities from equity investees   600,000    
Payment of interest on liabilities   100,000    
Attorneys fees   100,000    
Additional ownership interest in equity investees   100,000    
Payment of liabilities of equity investees   300,000    
Gain (loss) on increased ownership interests and net liabilities assumed   0    
Rice Rx, LLC (RRX) [Member]
        
Loss Contingencies [Line Items]        
Ownership interest in equity investee (in hundredths) 100.00%     50.00%
Gain (loss) on increased ownership interests and net liabilities assumed   (100,000)    
Loss from operations of investee   0 0  
Rice Science, LLC (RS) [Member]
        
Loss Contingencies [Line Items]        
Ownership interest in equity investee (in hundredths) 100.00%     80.00%
Cash paid for equity investee's interest and the noncontrolling interest derecognized with the transaction   300,000    
Gain (loss) on increased ownership interests and net liabilities assumed   $ 0    
XML 122 R33.htm IDEA: XBRL DOCUMENT v2.4.0.8
BASIS OF PRESENTATION (10-Q)
 9 Months Ended
Sep. 30, 2013
BASIS OF PRESENTATION [Abstract]  
BASIS OF PRESENTATION
NOTE 1. BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of RiceBran Technologies and subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The Interim Financial Statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented.

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2012. The report of our independent registered public accounting firm that accompanies the audited consolidated financial statements for the year ended December 31, 2012, included in that Annual Report on Form 10-K, contains a going concern explanatory paragraph in which our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern. We have experienced significant losses and negative cash flows and have an accumulated deficit in excess of $200 million as of September 30, 2013. Further, although we are focusing on raising additional funds to operate our business, there can be no assurances that these efforts will prove successful.

The interim results reported in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared assuming we will continue as a going concern based on the realization of assets and the satisfaction of liabilities in the normal course of business.

Certain reclassifications have been made to amounts reported for the prior year to achieve consistent presentation with the current year.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are applicable to us and adoption of which could potentially have a material impact on our consolidated financial statements.
XML 123 R100.htm IDEA: XBRL DOCUMENT v2.4.0.8
EMPLOYEE BONUS PLAN (Details) (10-Q) (USD $)
Sep. 30, 2013
Dec. 31, 2012
Dec. 31, 2011
EMPLOYEE BONUS PLAN [Abstract]      
Cash incentive bonus plan, amount approved $ 600,000 $ 500,000  
Approved executive bonus plan 300,000    
Employee bonus accrued $ 0 $ 0 $ 0
XML 124 R97.htm IDEA: XBRL DOCUMENT v2.4.0.8
EQUITY METHOD INVESTMENT (Details) (10-Q) (USD $)
In Millions, unless otherwise specified
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
EQUITY METHOD INVESTMENT [Abstract]    
Payment to partner for termination of agreement   $ 1.2
Schedule of Equity Method Investments [Line Items]    
Membership interest sold (in hundredths) 50.00%  
Percentage right to purchase capital stock (in hundredths) 45.00%  
Sales proceeds from membership interest $ 1.2  
Percentage of capital stock to be purchased in case of decline of right (in hundredths) 25.00%  
Period considered for purchase of capital stock in case of decline of right 2 years  
Exercise price for option as percentage of capital investment (in hundredths) 25.00%  
XML 125 R81.htm IDEA: XBRL DOCUMENT v2.4.0.8
EQUITY AND SHARE-BASED COMPENSATION, EMPLOYEE COMPENSATION AND PRICE RANGES (Details) (10-K) (USD $)
In Thousands, except Share data, unless otherwise specified
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
Dec. 31, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Share-based compensation expense   $ 923 $ 907
Summary of information related to outstanding and exercisable warrants [Abstract]      
Shares under warrants - outstanding (in shares) 17,327 806,769  
Weighted average exercise price - outstanding (in dollars per share) $ 16.00 $ 24.00  
Remaining contractual life - outstanding 3 years 7 months 6 days 3 years 6 months  
Shares under warrants - exercisable (in shares)   713,769  
Weighted average exercise price - exercisable (in dollars per share)   $ 26.00  
Remaining contractual life - exercisable   3 years 3 months 18 days  
$14.00-$16.00 [Member]
      
Summary of information related to outstanding and exercisable warrants [Abstract]      
Exercise price range, lower range limit (in dollars per share)   $ 14.00  
Exercise price range, upper range limit (in dollars per share)   $ 16.00  
Shares under warrants - outstanding (in shares)   656,990  
Weighted average exercise price - outstanding (in dollars per share)   $ 16.00  
Remaining contractual life - outstanding   4 years 2 months 12 days  
Shares under warrants - exercisable (in shares)   564,190  
Weighted average exercise price - exercisable (in dollars per share)   $ 16.00  
Remaining contractual life - exercisable   4 years 1 month 6 days  
$46.00 [Member]
      
Summary of information related to outstanding and exercisable warrants [Abstract]      
Exercise price range, upper range limit (in dollars per share)   $ 46.00  
Shares under warrants - outstanding (in shares)   3,029  
Weighted average exercise price - outstanding (in dollars per share)   $ 46.00  
Remaining contractual life - outstanding   3 years 10 months 24 days  
Shares under warrants - exercisable (in shares)   3,029  
Weighted average exercise price - exercisable (in dollars per share)   $ 46.00  
Remaining contractual life - exercisable   3 years 10 months 24 days  
$66.00 [Member]
      
Summary of information related to outstanding and exercisable warrants [Abstract]      
Exercise price range, upper range limit (in dollars per share)   $ 66.00  
Shares under warrants - outstanding (in shares)   144,023  
Weighted average exercise price - outstanding (in dollars per share)   $ 66.00  
Remaining contractual life - outstanding   0 years 3 months 18 days  
Shares under warrants - exercisable (in shares)   144,023  
Weighted average exercise price - exercisable (in dollars per share)   $ 66.00  
Remaining contractual life - exercisable   0 years 3 months 18 days  
$138.00 [Member]
      
Summary of information related to outstanding and exercisable warrants [Abstract]      
Exercise price range, upper range limit (in dollars per share)   $ 138.00  
Shares under warrants - outstanding (in shares)   2,727  
Weighted average exercise price - outstanding (in dollars per share)   $ 138.00  
Remaining contractual life - outstanding   0 years 9 months 18 days  
Shares under warrants - exercisable (in shares)   2,727  
Weighted average exercise price - exercisable (in dollars per share)   $ 138.00  
Remaining contractual life - exercisable   0 years 9 months 18 days  
Equity Warrant [Member] | $16.00 [Member]
      
Summary of information related to outstanding and exercisable warrants [Abstract]      
Exercise price range, upper range limit (in dollars per share) $ 16.00    
Shares under warrants - outstanding (in shares) 12,176 0  
Weighted average exercise price - outstanding (in dollars per share) $ 16.00 $ 0  
Remaining contractual life - outstanding 4 years 8 months 12 days    
Equity Warrant [Member] | $46.00 [Member]
      
Summary of information related to outstanding and exercisable warrants [Abstract]      
Exercise price range, upper range limit (in dollars per share) $ 46.00    
Shares under warrants - outstanding (in shares) 3,029 3,029  
Weighted average exercise price - outstanding (in dollars per share) $ 46.00 $ 46.00  
Remaining contractual life - outstanding 3 years 2 months 12 days 3 years 10 months 24 days  
Equity Warrant [Member] | $138.00 [Member]
      
Summary of information related to outstanding and exercisable warrants [Abstract]      
Exercise price range, upper range limit (in dollars per share) $ 138.00    
Shares under warrants - outstanding (in shares) 2,727 2,727  
Weighted average exercise price - outstanding (in dollars per share) $ 138.00 $ 138.00  
Remaining contractual life - outstanding 0 years 1 month 6 days 0 years 9 months 18 days  
Liability Warrant [Member] | $16.00 [Member]
      
Summary of information related to outstanding and exercisable warrants [Abstract]      
Exercise price range, upper range limit (in dollars per share) $ 16.00 [1]    
Shares under warrants - outstanding (in shares) 4,005 [1]    
Weighted average exercise price - outstanding (in dollars per share) $ 16.00 [1]    
Remaining contractual life - outstanding 4 years 9 months 18 days [1]    
Liability Warrant [Member] | $14.00-$16.00 [Member]
      
Summary of information related to outstanding and exercisable warrants [Abstract]      
Exercise price range, lower range limit (in dollars per share) $ 14.00    
Exercise price range, upper range limit (in dollars per share) $ 16.00    
Shares under warrants - outstanding (in shares) 695,390 [2] 656,990 [2]  
Weighted average exercise price - outstanding (in dollars per share) $ 16.00 [2] $ 16.00 [2]  
Remaining contractual life - outstanding 3 years 7 months 6 days [2] 4 years 2 months 12 days [2]  
Liability Warrant [Member] | $66.00 [Member]
      
Summary of information related to outstanding and exercisable warrants [Abstract]      
Exercise price range, upper range limit (in dollars per share) $ 66.00 [2]    
Shares under warrants - outstanding (in shares) 0 [2] 144,023 [2]  
Weighted average exercise price - outstanding (in dollars per share) $ 0 [2] $ 66.00 [2]  
Remaining contractual life - outstanding   0 years 3 months 18 days [2]  
$16.00 [Member]
      
Stock Option Plans, Exercise Price Range [Line Items]      
Exercise price range, upper range limit (in dollars per share)   $ 16.00  
Shares under options - outstanding (in shares)   110,212  
Weighted average exercise price - outstanding (in dollars per share)   $ 16.00  
Remaining contractual life - outstanding   7 years  
Shares under options - exercisable (in shares)   86,063  
Weighted average exercise price - exercisable (in dollars per share)   $ 16.00  
Remaining contractual life - exercisable   6 years 8 months 12 days  
$28.00 [Member]
      
Stock Option Plans, Exercise Price Range [Line Items]      
Exercise price range, upper range limit (in dollars per share)   $ 28.00  
Shares under options - outstanding (in shares)   3,540  
Weighted average exercise price - outstanding (in dollars per share)   $ 28.00  
Remaining contractual life - outstanding   9 years 2 months 12 days  
Shares under options - exercisable (in shares)   3,540  
Weighted average exercise price - exercisable (in dollars per share)   $ 28.00  
Remaining contractual life - exercisable   9 years 2 months 12 days  
$40.00 [Member]
      
Stock Option Plans, Exercise Price Range [Line Items]      
Exercise price range, upper range limit (in dollars per share)   $ 40.00  
Shares under options - outstanding (in shares)   34,064  
Weighted average exercise price - outstanding (in dollars per share)   $ 40.00  
Remaining contractual life - outstanding   5 years 7 months 6 days  
Shares under options - exercisable (in shares)   34,064  
Weighted average exercise price - exercisable (in dollars per share)   $ 40.00  
Remaining contractual life - exercisable   5 years 7 months 6 days  
$60.00 [Member]
      
Stock Option Plans, Exercise Price Range [Line Items]      
Exercise price range, upper range limit (in dollars per share)   $ 60.00  
Shares under options - outstanding (in shares)   15,000  
Weighted average exercise price - outstanding (in dollars per share)   $ 60.00  
Remaining contractual life - outstanding   2 years  
Shares under options - exercisable (in shares)   15,000  
Weighted average exercise price - exercisable (in dollars per share)   $ 60.00  
Remaining contractual life - exercisable   2 years  
$74.00 [Member]
      
Stock Option Plans, Exercise Price Range [Line Items]      
Exercise price range, upper range limit (in dollars per share)   $ 74.00  
Shares under options - outstanding (in shares)   3,438  
Weighted average exercise price - outstanding (in dollars per share)   $ 74.00  
Remaining contractual life - outstanding   8 years 2 months 12 days  
Shares under options - exercisable (in shares)   1,855  
Weighted average exercise price - exercisable (in dollars per share)   $ 74.00  
Remaining contractual life - exercisable   8 years 2 months 12 days  
$242.00 [Member]
      
Stock Option Plans, Exercise Price Range [Line Items]      
Exercise price range, upper range limit (in dollars per share)   $ 242.00  
Shares under options - outstanding (in shares)   500  
Weighted average exercise price - outstanding (in dollars per share)   $ 242.00  
Remaining contractual life - outstanding   3 years  
Shares under options - exercisable (in shares)   500  
Weighted average exercise price - exercisable (in dollars per share)   $ 242.00  
Remaining contractual life - exercisable   3 years  
$300.00 [Member]
      
Stock Option Plans, Exercise Price Range [Line Items]      
Exercise price range, upper range limit (in dollars per share)   $ 300.00  
Shares under options - outstanding (in shares)   2,500  
Weighted average exercise price - outstanding (in dollars per share)   $ 300.00  
Remaining contractual life - outstanding   0 years 4 months 24 days  
Shares under options - exercisable (in shares)   2,500  
Weighted average exercise price - exercisable (in dollars per share)   $ 300.00  
Remaining contractual life - exercisable   0 years 4 months 24 days  
$16.00 to $300.00 [Member]
      
Stock Option Plans, Exercise Price Range [Line Items]      
Exercise price range, lower range limit (in dollars per share)   $ 16.00  
Exercise price range, upper range limit (in dollars per share)   $ 300.00  
Shares under options - outstanding (in shares)   169,254  
Weighted average exercise price - outstanding (in dollars per share)   $ 32.00  
Remaining contractual life - outstanding   6 years 3 months 18 days  
Shares under options - exercisable (in shares)   143,522  
Weighted average exercise price - exercisable (in dollars per share)   $ 34.00  
Remaining contractual life - exercisable   5 years 10 months 24 days  
Consultants [Member]
      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Share-based compensation expense   42 14
Directors [Member]
      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Share-based compensation expense   285 280
Employees [Member]
      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Share-based compensation expense   152 112
Executive Officers [Member]
      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Share-based compensation expense   $ 444 $ 501
[1] The warrants are classified as liability warrants because an indeterminate number of shares are issuable under the TCA debt agreement.
[2] The warrant contain full ratchet anti-dilution provisions.
XML 126 R88.htm IDEA: XBRL DOCUMENT v2.4.0.8
SEGMENT INFORMATION (Details) (10-K) (USD $)
In Thousands, unless otherwise specified
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Segment
Sep. 30, 2012
Dec. 31, 2012
Segment
Dec. 31, 2011
SEGMENT INFORMATION [Abstract]            
Number of reportable segments     3   3  
Segment Reporting Information, Profit (Loss) [Abstract]            
Revenues $ 8,725 $ 9,349 $ 26,822 $ 28,806 $ 37,723 $ 36,957
Cost of goods sold 7,955 7,473 23,808 23,426 31,651 29,386
Gross profit 770 1,876 3,014 5,380 6,072 7,571
Intersegment fees   0   0 0 0
Depreciation and amortization (in selling, general and administrative) (302) (521) (951) (1,691) (2,062) (2,651)
Impairment of intangibles and property   0 (300) (1,069) (1,069) (1,592)
Recoveries from former customers         0 1,800
Other operating expense (3,132) (2,709) (8,774) (9,229) (11,628) (14,712)
Loss from operations (2,664) (1,354) (6,711) (6,609) (8,687) (9,584)
Net loss attributable to RiceBran Technologies shareholders (2,071) (368) (9,851) (9,398) (9,509) (10,099)
Interest expense (1,084) (498) (2,879) (1,303) (1,926) (1,763)
Depreciation (in costs of goods sold) (675) (578) (2,024) (1,932) (2,550) (2,329)
Segment Reporting Information, Additional Information [Abstract]            
Purchases of property 1,051 2,031 2,301 5,824 6,482 6,867
Property, net (variable interest entity restricted $5,231 and $5,757) 25,820   25,820   28,457 27,995
Goodwill, end of period 4,331   4,331   4,773 5,240
Intangible assets, net, end of period 1,690   1,690   2,575 3,928
Total assets, end of period 41,826   41,826   47,006 52,232
Revenues from External Customers by Geographical Area [Line Items]            
Revenues 8,725 9,349 26,822 28,806 37,723 36,957
United States [Member]
            
Revenues from External Customers by Geographical Area [Line Items]            
Revenues         16,177 9,178
Brazil [Member]
            
Revenues from External Customers by Geographical Area [Line Items]            
Revenues         18,266 19,141
Other International [Member]
            
Revenues from External Customers by Geographical Area [Line Items]            
Revenues 1,625 2,038 3,263 5,908 3,280 8,638
Corporate [Member]
            
Segment Reporting Information, Profit (Loss) [Abstract]            
Revenues 0 0 0 0 0 0
Cost of goods sold 0 0 0 0 0 0
Gross profit 0 0 0 0 0 0
Intersegment fees   57   169 347 (439)
Depreciation and amortization (in selling, general and administrative) (6) (175) (17) (246) (197) (119)
Impairment of intangibles and property   0   0 0 (240)
Recoveries from former customers           0
Other operating expense (1,292) (836) (3,627) (3,559) (4,768) (5,556)
Loss from operations (1,298) (954) (3,644) (3,636) (4,618) (6,354)
Net loss attributable to RiceBran Technologies shareholders (1,433) (220) (8,255) (7,229) (7,046) (6,875)
Interest expense (666) (173) (1,541) (494) (743) (619)
Depreciation (in costs of goods sold) 0 0 0 0 0 0
Segment Reporting Information, Additional Information [Abstract]            
Purchases of property 6 0 12 0 1 0
Property, net (variable interest entity restricted $5,231 and $5,757) 59   59   36 263
Goodwill, end of period 0   0   0 0
Intangible assets, net, end of period 0   0   0 0
Total assets, end of period 3,328   3,328   3,201 4,672
USA [Member]
            
Segment Reporting Information, Profit (Loss) [Abstract]            
Revenues 3,065 3,065 9,099 9,629 12,633 10,700
Cost of goods sold 2,332 2,184 6,895 6,737 8,946 7,566
Gross profit 733 881 2,204 2,892 3,687 3,134
Intersegment fees   0   0 0 0
Depreciation and amortization (in selling, general and administrative) (119) (145) (358) (784) (1,006) (1,306)
Impairment of intangibles and property   0   (1,069) (1,069) (1,352)
Recoveries from former customers           1,800
Other operating expense (622) (662) (1,743) (1,959) (2,364) (3,728)
Loss from operations (8) 74 103 (920) (752) (1,452)
Net loss attributable to RiceBran Technologies shareholders (8) 73 103 (937) (770) (1,631)
Interest expense 0 0 0 (17) (17) (180)
Depreciation (in costs of goods sold) (207) (179) (665) (714) (899) (993)
Segment Reporting Information, Additional Information [Abstract]            
Purchases of property 19 6 147 72 150 98
Property, net (variable interest entity restricted $5,231 and $5,757) 7,442   7,442   8,731 11,899
Goodwill, end of period 0   0   0 0
Intangible assets, net, end of period 836   836   1,133 1,612
Total assets, end of period 10,122   10,122   11,609 14,219
Brazil [Member]
            
Segment Reporting Information, Profit (Loss) [Abstract]            
Revenues 5,660 6,284 17,723 19,177 25,090 26,257
Cost of goods sold 5,623 5,289 16,913 16,689 22,705 21,820
Gross profit 37 995 810 2,488 2,385 4,437
Intersegment fees   (57)   (169) (347) 439
Depreciation and amortization (in selling, general and administrative) (177) (201) (576) (661) (859) (1,226)
Impairment of intangibles and property   0   0 0 0
Recoveries from former customers           0
Other operating expense (1,218) (1,211) (3,404) (3,711) (4,496) (5,428)
Loss from operations (1,358) (474) (3,170) (2,053) (3,317) (1,778)
Net loss attributable to RiceBran Technologies shareholders (630) (221) (1,699) (1,232) (1,693) (1,593)
Interest expense (418) (325) (1,338) (792) (1,166) (964)
Depreciation (in costs of goods sold) (468) (399) (1,359) (1,218) (1,651) (1,336)
Segment Reporting Information, Additional Information [Abstract]            
Purchases of property 1,026 2,025 2,142 5,752 6,331 6,769
Property, net (variable interest entity restricted $5,231 and $5,757) 18,319   18,319   19,690 15,833
Goodwill, end of period 4,331   4,331   4,773 5,240
Intangible assets, net, end of period 854   854   1,442 2,316
Total assets, end of period $ 28,376   $ 28,376   $ 32,196 $ 33,341
XML 127 R66.htm IDEA: XBRL DOCUMENT v2.4.0.8
PROPERTY (Tables) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
PROPERTY [Abstract]    
Property, plant and equipment
Property consisted of the following (in thousands):

September 30,
December 31,
2013
2012
Land
$
389
$
403
Furniture and fixtures
357
358
Plant
14,964
14,362
Computer and software
1,452
1,407
Leasehold improvements
200
189
Machinery and equipment
15,298
15,053
Construction in progress
7,098
9,118
Property
39,758
40,890
Less accumulated depreciation
13,938
12,433
Property, net
$
25,820
$
28,457
Property consists of the following (in thousands):

 
 
As of December 31,
 
 
 
 
2012
  
2011
 
Estimated Useful Lives
Land
 
$
403
  
$
420
 
 
Furniture and fixtures
  
358
   
363
 
5-10 years
Plant
  
14,362
   
14,122
 
25-30 years, or life of lease
Computer and software
  
1,407
   
1,352
 
3-5 years
Leasehold improvements
  
189
   
189
 
3-7 years or life of lease
Machinery and equipment
  
15,053
   
17,249
 
5-10 years
Construction in progress
  
9,118
   
5,710
 
 
Subtotal
  
40,890
   
39,405
 
 
Less accumulated depreciation
  
12,433
   
11,410
 
 
Property, net
 
$
28,457
  
$
27,995
 
XML 128 R59.htm IDEA: XBRL DOCUMENT v2.4.0.8
INCOME TAXES (Tables) (10-K)
 12 Months Ended
Dec. 31, 2012
INCOME TAXES [Abstract]  
Schedule of Deferred Tax Assets and Liabilities
Deferred tax assets (liabilities) are comprised of the following (in thousands):

 
 
As of December 31,
 
 
 
2012
  
2011
 
United States
 
  
 
Net operating loss carryforwards
 
$
41,374
  
$
42,008
 
Gain on sale of membership interests in Nutra SA
  
374
   
374
 
Stock options and warrants
  
1,144
   
3,000
 
Intangible assets
  
960
   
577
 
Property
  
5,651
   
4,372
 
Capitalized expenses
  
715
   
1,217
 
Convertible debt
  
(399
)
  
-
 
Other
  
86
   
283
 
Deferred tax assets
  
49,905
   
51,831
 
Less: Valuation allowance
  
(49,905
)
  
(51,831
)
Net deferred tax asset
  
-
   
-
 
Brazil
        
Intangible assets
  
(490
)
  
(904
)
Property
  
(2,165
)
  
(2,927
)
Net operating loss carryforwards
  
960
   
14
 
Other
  
255
   
209
 
Net deferred tax liability
  
(1,440
)
  
(3,608
)
 
 
$
(1,440
)
 
$
(3,608
)
 
        
Deferred tax asset - current
 
$
234
  
$
159
 
Deferred tax liability - long-term
  
(1,674
)
  
(3,767
)
 
 
$
(1,440
)
 
$
(3,608
)
Income (Loss) from Continuing Operations before Income Taxes
Loss before income taxes is comprised of the following (in thousands):

 
 
2012
  
2011
 
 
 
  
 
Foreign
 
$
(5,051
)
 
$
(2,277
)
Domestic
  
(8,020
)
  
(8,943
)
Loss before income taxes
 
$
(13,071
)
 
$
(11,220
)
Schedule of Effective Income Tax Rate Reconciliation
Reconciliations between the amount computed by applying the U.S. federal statutory tax rate (34%) to loss before income taxes, and income tax benefit follows (in thousands):

 
 
2012
  
2011
 
 
 
  
 
Income tax benefit at federal statutory rate
 
$
(4,444
)
 
$
(3,815
)
Increase (decrease) resulting from:
        
State tax benefit, net of federal tax effect
  
(251
)
  
(347
)
Change in valuation allowance
  
(1,926
)
  
1,313
 
Adjustment to U.S. net operating losses
  
-
   
1,694
 
Adjustment to capitalized costs deferred balances
  
443
   
-
 
Adjustment to stock option compensation deferred balances
  
1,602
   
-
 
Reduction in deferred balances for forfeited, expired or cancelled options
  
602
   
-
 
Expiration of U.S. net operating losses
  
1,460
   
115
 
Nontaxable fair value adjustment
  
(1,843
)
  
(113
)
Nondeductible convertible debt issuance expenses
  
2,285
   
-
 
Impact of state rate changes
  
-
   
437
 
Nondeductible expenses
  
10
   
18
 
Foreign taxes
  
6
   
(6
)
Adjustments to Brazil deferred balances
  
(222
)
  
429
 
Adjustments to U.S. deferred balances
  
343
   
(70
)
Income tax benefit
 
$
(1,935
)
 
$
(345
)
XML 129 R83.htm IDEA: XBRL DOCUMENT v2.4.0.8
INCOME TAXES (Details) (10-K) (USD $)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
United States [Abstract]            
Net operating loss carryforwards         $ 41,374,000 $ 42,008,000
Gain on sale of membership interests in Nutra SA         374,000 374,000
Stock options and warrants         1,144,000 3,000,000
Intangible assets         960,000 577,000
Property         5,651,000 4,372,000
Capitalized expenses         715,000 1,217,000
Convertible debt         (399,000) 0
Other         86,000 283,000
Deferred tax assets         49,905,000 51,831,000
Less: Valuation allowance         (49,905,000) (51,831,000)
Net deferred tax assets         0 0
Brazil [Abstract]            
Intangible assets         (490,000) (904,000)
Property         (2,165,000) (2,927,000)
Net operating loss carryforwards         960,000 14,000
Other         255,000 209,000
Net deferred tax liabilities         (1,440,000) (3,608,000)
Net deferred tax liabilities         (1,440,000) (3,608,000)
Deferred tax asset - current         234,000 159,000
Deferred tax liability - long-term (93,000)   (93,000)   (1,674,000) (3,767,000)
Change in valuation allowance         1,900,000 1,300,000
Change in net operating loss and other deferred changes         1,700,000 3,400,000
Impact of adjustments to capitalized expenses and stock option compensation         2,100,000  
Impact for adjustment of net operating loss carryforwards to the returns filed           1,700,000
Loss before income taxes [Abstract]            
Foreign         (5,051,000) (2,277,000)
Domestic         (8,020,000) (8,943,000)
Loss before income taxes         (13,071,000) (11,220,000)
Foreign deferred tax benefit         1,900,000 300,000
U.S. tax provision or benefit         0 0
Federal statutory income tax rate (in hundredths)         34.00% 34.00%
Income Tax Reconciliation [Abstract]            
Income tax benefit at federal statutory rate         (4,444,000) (3,815,000)
Increase (decrease) resulting from:            
State tax benefit, net of federal tax effect         (251,000) (347,000)
Change in valuation allowance         (1,926,000) 1,313,000
Adjustment to U.S. net operating losses         0 1,694,000
Adjustment to capitalized costs deferred balances         443,000 0
Adjustment to stock option compensation deferred balances         1,602,000 0
Reduction in deferred balances for forfeited, expired or cancelled options         602,000 0
Expiration of U.S. net operating losses         1,460,000 115,000
Nontaxable fair value adjustment         (1,843,000) (113,000)
Nondeductible convertible debt issuance expenses         2,285,000 0
Impact of state rate changes         0 437,000
Nondeductible expenses         10,000 18,000
Foreign taxes         6,000 (6,000)
Adjustments to Brazil deferred balances         (222,000) 429,000
Adjustments to U.S. deferred balances         343,000 (70,000)
Income tax benefit (636,000) (194,000) (1,717,000) (1,105,000) (1,935,000) (345,000)
Federal [Member]
            
Deferred Tax Assets (Liabilities) [Line Items]            
Net operating loss carryforwards         110,700,000  
Operating loss carryforwards, expiration dates         from 2018 through 2032  
State [Member]
            
Deferred Tax Assets (Liabilities) [Line Items]            
Net operating loss carryforwards         70,300,000  
Operating loss carryforwards, expiration dates         from 2013 through 2032  
Brazil [Member]
            
Deferred Tax Assets (Liabilities) [Line Items]            
Net operating loss carryforwards         $ 2,800,000  
XML 130 R19.htm IDEA: XBRL DOCUMENT v2.4.0.8
CONCENTRATION OF CREDIT RISK (10-K)
 12 Months Ended
Dec. 31, 2012
CONCENTRATION OF CREDIT RISK (Details) [Abstract]  
CONCENTRATION OF CREDIT RISK (Details)
NOTE 7. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of trade accounts receivable and notes receivable. We perform ongoing credit evaluations on our customers’ financial condition and generally do not require collateral.

One customer accounted for approximately 10% and 20% of our sales in 2012 and 2011 and approximately 9% and 16% of our accounts receivable balances at December 31, 2012 and 2011. A second customer accounted for approximately 11% and 6% of our sales in 2012 and 2011 and approximately 30% and 14% of our accounts receivable balances at December 31, 2012 and 2011. A third customer accounted for approximately 7% and 6% of our sales in 2012 and 2011 and approximately 9% and 5% of our accounts receivable balances at December 31, 2012 and 2011.
XML 131 R15.htm IDEA: XBRL DOCUMENT v2.4.0.8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (10-K)
 12 Months Ended
Dec. 31, 2012
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation – The consolidated financial statements include the accounts of RiceBran Technologies (the Parent Company) and all subsidiaries in which we have a controlling interest. All significant inter-company accounts and transactions are eliminated in consolidation. Noncontrolling interests in our subsidiaries are recorded net of tax as net earnings (loss) attributable to noncontrolling interests.

Foreign Currencies - The consolidated financial statements are presented in our reporting currency, U.S. Dollars. The functional currency for Irgovel is the Brazilian Real. Accordingly, the balance sheet of Irgovel is translated into U.S. Dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates in effect during the period. Translation differences are recorded in accumulated other comprehensive income (loss) as foreign currency translation. Gains or losses on transactions denominated in a currency other than the subsidiaries’ functional currency which arise as a result of changes in foreign exchange rates are recorded as foreign exchange gain or loss in the statements of operations.

Cash and Cash Equivalents – We consider all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2012, we maintain our cash, including restricted cash, and cash equivalents, with major banks. We maintain cash in bank accounts, which at times may exceed federally insured limits. We have not experienced any losses on such accounts.
 
Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable represent amounts receivable on trade accounts. The allowance for doubtful accounts is based on our assessment of the collectability of customer accounts and the aging of accounts receivable. We analyze the aging of customer accounts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. From period to period, differences in judgments or estimates utilized may result in material differences in the amount and timing of our provision for doubtful accounts. We continue to evaluate our credit policy to ensure that the customers are worthy of terms and support our business plans.

Inventories - Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method. In the USA segment, we employ a full absorption procedure using standard cost techniques. The standards are customarily reviewed and adjusted annually so that they are materially consistent with actual purchase and production costs. In the Brazil segment we use actual average purchase and production costs. Provisions for potentially obsolete or slow moving inventory are made based upon our analysis of inventory levels, historical obsolescence and future sales forecasts.

Long-Lived Assets, Intangible Assets and Goodwill – Long-lived assets, consisting primarily of property, intangible assets, and goodwill, comprise a significant portion of our total assets. Property is stated at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains or losses on the sale of property and equipment are reflected in the statements of operations. Intangible assets are stated at cost less accumulated amortization.

The carrying values of property and intangible assets with finite lives are evaluated periodically in relation to the expected future cash flows of the underlying assets and monitored for other potential triggering events that might indicate impairment. Adjustments are made in the event that estimated undiscounted net cash flows estimated to be derived from the asset are less than the carrying value of the related asset. The cash flow projections are based on historical experience, management’s view of growth rates within the industry, and the anticipated future economic environment.

We are required to test goodwill for impairment at least annually (by policy December 31) and more often if an event occurs or circumstances change that more likely than not reduce the fair value of a reporting unit below its carrying value. In assessing the recoverability of goodwill, we make estimates and assumptions about sales, operating margin, terminal growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. The fair value of a reporting unit has been determined using an income approach based on the present value of the future cash flows of each reporting unit. The goodwill impairment test compares the fair value of individual reporting units to the carrying value of these reporting units. If fair value is less than carrying value then goodwill impairment may be present. The market value of our common stock is an indicator of fair value and a consideration in determining the fair value of our reporting units.

Revenue Recognition – We recognize revenue for product sales when title and risk of loss pass to our customers, generally upon shipment for USA segment customers and Brazil segment international customers and upon customer receipt for Brazil segment domestic customers. Each transaction is evaluated to determine if all of the following four criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the selling price is fixed and determinable; and (iv) collectability is reasonably assured. If any of the above criteria cannot be satisfied then such a transaction is not recorded as revenue, or is recorded as deferred revenue and recognized only when the sales cycle is complete and payment is either received or becomes reasonably assured. Changes in judgments and estimates regarding the application of the above mentioned four criteria might result in a change in the timing or amount of revenue recognized by such transactions.

We make provisions for estimated returns discounts, and price adjustments when they are reasonably estimable. Revenues on the statements of operations are net of provisions for estimated returns, routine sales discounts, volume allowances and adjustments. Revenues on the statements of operations are also net of taxes collected from customers and remitted to governmental authorities.

Shipping and Handling Fees and Costs – Amounts billed to a customer in a sale transaction related to shipping costs are reported as revenues and the related costs incurred for shipping are included in cost of goods sold.

Research and Development – Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses. External expenses consist of costs associated with product development. All such costs are charged to expense in the period they are incurred.
 
Derivative Conversion Liabilities – We have certain convertible debt outstanding that contain antidilution clauses. Under these clauses, we may be required to lower the conversion price on the convertible debt based on future issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain conversion prices. We account for the conversion liabilities associated with these antidilution clauses as liability instruments, separate from the host debt. The conversion liabilities are classified as debt on our consolidated balance sheets. These conversion liabilities are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations in other income (expense).

Derivative Warrant Liabilities – We have certain warrant agreements in effect that contain antidilution clauses. Under these clauses, we may be required to lower the exercise price on these warrants and issue additional warrants based on future issuances of our common stock, awards of options to employees, additional issuance of warrants and/or other convertible instruments below certain exercise prices. We account for the warrants with these antidilution clauses as liability instruments. These warrants are valued using the lattice model each reporting period and the resultant change in fair value is recorded in the statements of operations in other income (expense).

Share-Based Compensation – Share-based compensation expense for employees is calculated at the grant date using the Black-Scholes-Merton valuation model based on awards ultimately expected to vest, reduced for estimated forfeitures, and expensed on a straight-line basis over the requisite service period of the grant. Forfeitures are estimated at the time of grant based on our historical forfeiture experience and are revised in subsequent periods if actual forfeitures differ from those estimates. 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 treat options granted to employees of foreign subsidiaries as equity options. We will use alternative valuation models if grants have characteristics that cannot be reasonably estimated using the Black-Scholes-Merton model.

We account for share-based compensation awards granted to non-employees and consultants by determining the fair value of the awards granted at either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Generally we value options granted to non-employees and consultants using the Black-Scholes-Merton valuation model. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The expense of stock awards issued to consultants or other third parties are recognized over the term of service. In the event services are terminated early or we require no specific future performance, the entire amount is expensed. The value is re-measured each reporting period over the requisite service period. Most non-employee awards have graded vesting schedules resulting in higher compensation expense recorded early in the service period.

Income Taxes – We account for income taxes by recording a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for financial reporting and tax purposes during the year.

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.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the uncertainty inherent in such estimates, actual results could differ from those estimates.

Reclassifications – Certain reclassifications have been made to prior period amounts to conform to classifications adopted in the current year financial statement presentation.

Recent Accounting Pronouncements

Accounting pronouncements that are applicable to us and could potentially have a material impact on our financial statements are discussed below.
In May 2011, the Financial Accounting Standards Board (FASB) amended guidance on fair value measurement and expanded the required disclosures related to fair value. The amendments, among other things, clarify that the highest and best use concept applies only to nonfinancial assets and addresses the appropriate premiums and discounts to consider in fair value measurement. We adopted the guidance prospectively, effective January 1, 2012. Adoption did not have a significant impact on our financial position or results of operations.

In September 2011, the FASB amended guidance on goodwill impairment testing. The amendments permit us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Previous guidance required us to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments, we are not required to calculate the fair value of a reporting unit unless we determine that it is more likely than not that its fair value is less than its carrying amount. We adopted the amendments effective for annual and interim goodwill impairment tests (if required) performed after January 1, 2012. Adoption had no impact on our financial position or results of operations.
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EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (Tables) (10-Q)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
EQUITY AND SHARE-BASED COMPENSATION [Abstract]    
Summary of equity activity
A summary of equity activity for the nine months ended September 30, 2013, (in thousands, except share data) follows.

Common Stock
Accumulated
Accumulated Other Comprehensive
Total
Shares
Amount
Deficit
Loss
Equity
Balance, December 31, 2012
1,038,080
$
210,396
$
(204,420
)
$
(1,540
)
$
4,436
Share-based compensation, options
-
380
-
-
380
Conversion of senior subordinated debenture
28,429
500
-
-
500
Common stock issued for fees and services
37,088
613
-
-
613
Warrants issued for fees and services
-
156
-
-
156
Foreign currency translation
-
-
-
(458
)
(458
)
Net loss
-
-
(9,851
)
-
(9,851
)
Balance September 30, 2013
1,103,597
$
212,045
$
(214,271
)
$
(1,998
)
$
(4,224
)
  
Summary of stock option and warrant activity
A summary of stock option and warrant activity for the nine months ended September 30, 2013, follows.

Options
Equity and Liability Warrants
Shares Under Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life (Years)
Shares Under Warrants
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life (Years)
Outstanding, December 31, 2012
169,254
$
32.00
6.3
806,769
$
24.00
3.5
Granted (1)
37,500
16.00
54,581
16.00
Impact of anti-dilution clauses
-
-
2,082
NA
Exercised
-
-
-
-
Forfeited, expired or cancelled
(27,551
)
54.00
(146,106
)
66.00
Outstanding, September 30, 2013
179,203
$
24.40
6.4
717,326
$
16.00
3.6
Exercisable, September 30, 2013
144,887
$
26.00
5.9
717,326
$
16.00
3.6

(1)Includes adjustments to shares underlying PIK warrants.
A summary of stock option and warrant activity for 2012 and 2011 follows.

 
 
Options
  
Equity and Liability Warrants
 
 
 
Shares Under Options
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
Outstanding, January 1, 2011
  
227,426
  
$
60.00
   
6.8
   
202,148
  
$
254.00
   
2.3
 
Granted
  
26,022
   
44.00
       
25,794
   
46.00
     
Impact of anti-dilution clauses
  
-
  
NA
       
31,517
  
NA
     
Exercised
  
-
  
NA
       
-
  
NA
     
Forfeited, expired or cancelled
  
(60,504
)
  
72.00
       
(25,512
)
  
148.00
     
Outstanding, December 31, 2011
  
192,944
   
54.00
   
6.3
   
233,947
   
208.00
   
1.7
 
Granted
  
29,060
   
30.00
       
423,782
   
20.00
     
Impact of anti-dilution clauses
  
-
  
NA
       
518,720
  
NA
     
Impact of amendment
  
-
  
NA
       
78,215
  
NA
     
Exercised
  
-
  
NA
       
(25,015
)
  
20.00
     
Forfeited, expired or cancelled
  
(52,750
)
  
68.00
       
(422,880
)
  
86.00
     
Outstanding, December 31, 2012
  
169,254
  
$
32.00
   
6.3
   
806,769
  
$
24.00
   
3.5
 
Exercisable, December 31, 2012
  
143,522
  
$
34.00
   
5.9
   
713,969
  
$
26.00
   
3.3
 
Summary of information related to outstanding warrants
The following table summarizes information related to outstanding warrants:

 
  
 
As of September 30, 2013
  
As of December 31, 2012
 
Range of Exercise Prices
 
Type of Warrant
 
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)
 
$
14.00-$16.00
 
Liability (1)
  
695,390
  
$
16.00
   
3.6
   
656,990
  
$
16.00
   
4.2
 
$
16.00
 
Liability (2)
  
4,005
   
16.00
   
4.8
   
-
   
-
   
-
 
$
16.00
 
Equity
  
12,176
   
16.00
   
4.7
   
-
   
-
   
-
 
$
46.00
 
Equity
  
3,029
   
46.00
   
3.2
   
3,029
   
46.00
   
3.9
 
$
66.00
 
Liability (1)
  
-
   
-
   
-
   
144,023
   
66.00
   
0.3
 
$
138.00
 
Equity
  
2,727
   
138.00
   
0.1
   
2,727
   
138.00
   
0.8
 
   
 
  
717,327
  
$
16.00
   
3.6
   
806,769
  
$
24.00
   
3.5
 

(1)The warrant contain full ratchet anti-dilution provisions.
(2)The warrants are classified as liability warrants because an indeterminate number of shares are issuable under the TCA debt agreement.
We have outstanding warrants classified as equity (equity warrants) and as warrant liability (liability warrants).

 
 
Equity Warrants
  
Liability Warrants
 
 
 
Shares Under Equity Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
  
Shares Under Liability Warrants
  
Weighted Average Exercise Price
  
Weighted Average Remaining Contractual Life (Years)
 
Balance, January 1, 2011
  
2,727
  
$
138.00
   
2.8
   
199,421
  
$
256.00
   
2.3
 
Granted
  
25,795
   
46.00
       
-
         
Impact of antidilution clauses
  
-
           
31,516
         
Exercised
  
-
           
-
         
Forfeited, expired or cancelled
  
(11,150
)
  
46.00
       
(14,362
)
  
226.00
     
Balance, December 31, 2011
  
17,372
   
60.00
   
3.5
   
216,575
   
220.00
   
1.5
 
Granted
  
-
   
-
       
423,782
   
20.00
     
Impact of antidilution clauses
  
-
   
-
       
518,720
  
NA
     
Impact of amendment
  
-
   
-
       
78,215
  
NA
     
Exercised
  
-
   
-
       
(25,015
)
  
20.00
     
Forfeited, expired or cancelled
  
(11,616
)
  
44.00
       
(411,264
)
  
88.00
     
Outstanding, December 31, 2012
  
5,756
  
$
90.00
   
2.4
   
801,013
  
$
24.00
  
$
3.5
 
Exercisable, December 31, 2012
  
5,756
  
$
90.00
   
2.4
   
708,213
  
$
24.00
  
$
3.3
 
XML 133 R22.htm IDEA: XBRL DOCUMENT v2.4.0.8
DEBT (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
DEBT [Abstract]    
DEBT
NOTE 9. DEBT

The following table summarizes current and long-term portions of debt (in thousands).

September 30,
December 31,
2013
2012
Corporate segment:
Senior convertible revolving note, net
$
1,608
$
-
Senior convertible debentures, net
96
1,048
Subordinated convertible notes, net
5,230
4,041
Other
38
28
6,972
5,117
Brazil segment:
Capital expansion loans
5,021
5,555
Equipment financing
210
201
Working capital lines of credit
3,767
2,227
Advances on export letters of credit
3,189
3,953
Special tax programs
2,618
2,531
14,805
14,467
Total debt
21,777
19,584
Current portion
9,422
8,003
Long-term portion
$
12,355
$
11,581

Corporate Segment

As of September 30, 2013, our convertible debt consists of the following components (in thousands):

Senior
Subordinated
Convertible
Senior
Convertible Notes
Revolving
Convertible
Halpern
Other
Note
Debentures
Entities
Investors
Total
Principal outstanding
$
1,558
$
97
$
2,600
$
3,419
$
7,674
Discount
(41
)
(3
)
(470
)
(3,419
)
(3,933
)
Derivative conversion liabilities
91
2
1,267
1,833
3,193
Debt
$
1,608
$
96
$
3,397
$
1,833
$
6,934
Debt - current portion
$
1,608
$
96
$
-
$
-
$
1,704
Debt - long-term portion
-
-
3,397
1,833
5,230
 
Senior Convertible Revolving Note

Under a revolving credit facility with TCA Global Credit Master Fund, LP (TCA), effective May 2013, as amended July 2013 and October 2013, we may borrow up to $8 million, based on the amount of eligible accounts receivable we provide to secure the repayment of the amounts borrowed. We expect the amount of our eligible receivables will limit our ability to borrow under this facility, such that our outstanding borrowings at any time are less than approximately $2.8 million. Borrowings under the agreement are evidenced by a revolving note which accrues interest at the rate of 12% per year and is due in January 2014. We owe TCA various other fees under the agreement that are expected to average approximately 7% of average borrowings per year.

USA segment accounts receivable collections are required to be directed to a TCA owned account. Collections TCA receives, in excess of amounts due for interest and fees and mandatory minimum cumulative repayments are treated as additional repayments and reduce amounts outstanding. There are minimum repayments beginning in January 2014 and the note must be repaid in full by November 2014. Minimum cumulative repayments are $0.6 million as of March 2014, $1.3 million as of June 2014 and $2.2 million as of September 2014. Until cumulative repayments equal the required minimum, TCA may withhold 20% of collections. We may request, on a weekly basis, that TCA advance us any amounts collected in excess of amounts (i) due for interest and fees and (ii) required to meet the minimum cumulative repayments. During the second and third quarters of 2013, amounts outstanding under the agreement averaged $0.5 million and $1.5 million.

In May 2013, we borrowed $1.4 million under the TCA revolving note (first tranche). The proceeds net of cash expenses totaled $1.2 million and were used to (i) pay down $0.4 million of debt, (ii) fund a $0.5 million investment in Nutra SA and (iii) for general corporate purposes. In addition to cash expenses, we issued TCA 10,593 shares of our common stock with a market value of $0.2 million at issuance. We also issued warrants to investment bankers with a fair value of $0.1 million for the purchase of 6,000 shares of common stock, exercisable at $0.08 per share, through May 2018. The total $0.5 million costs incurred with the first tranche closing, consisting of $0.3 million of cash expenses and the $0.2 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets and are being amortized to interest expense over the term of the note.

In July 2013, we borrowed an additional $0.6 million under the TCA revolving note (second tranche). The net proceeds of $0.6 million were used to make a $0.1 million investment in Nutra SA and for general corporate purposes. In addition to cash expenses, we issued TCA 20,000 shares of our common stock with a market value of $0.2 million at issuance. We issued warrants to investment bankers with a fair value of less than $0.1 million for the purchase of 2,571 shares of common stock, exercisable at $16.00 per share through July 2018. The total $0.3 million costs incurred with the second tranche closing, consisting of $0.1 million of cash expenses and the $0.1 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets and are being amortized to interest expense over the remaining term of the note.

In October 2013, we borrowed an additional $0.8 million under the TCA revolving note (third tranche). The net proceeds of $0.7 million were used to make a $0.3 million investment in Nutra SA and for general corporate purposes. In addition to cash expenses, we issued TCA 6,667 shares of our common stock with a market value of $0.1 million at issuance. We issued warrants to investment bankers with a fair value of less than $0.1 million for the purchase of 3,429 shares of common stock, exercisable at $16.00 per share through October 2018. The total $0.1 million costs incurred with the third tranche closing, consisting of $0.1 million of cash expenses and the $0.1 million fair value of the common stock and warrants were recorded as debt issuance costs in other long-term assets in the third quarter of 2013 and are also being amortized to interest expense over the remaining term of the note.

We have guaranteed that TCA will realize a minimum of $0.5 million when shares of our common stock issued in connection with the three tranches are sold and, as a result of the amendment in October 2013, we must redeem the shares for a cash amount equal to the minimum in monthly installments beginning in January 2014 and ending in October 2014. As of September 30, 2013, the 30,593 shares of common stock issued to TCA in connection with the first and second tranches, are recorded in temporary equity at $0.4 million, the fair value of the shares at issuance, which exceeds the redemption value of the shares at September 30, 2013. The 6,667 shares of common stock issued to TCA in October 2013, will also be carried in temporary equity at the greater of their fair value at issuance or their current redemption value, until the redemption feature lapses.

Upon an event of default, as defined in the agreement, TCA has the right to voluntarily convert all or any portion of the outstanding principal, interest and other amounts due under the agreement into shares of our common stock at a conversion price equal to 85% of the lowest daily volume weighted average price during the five trading days immediately prior to the conversion date. Because the conversion feature could require us to issue an indeterminate number of shares for settlement, the conversion feature is a derivative liability, classified as debt on our balance sheets. If TCA voluntarily converts, we have guaranteed that TCA will realize a minimum per share, when shares of our common stock issued in connection with the conversion are sold, equal to the volume weighted average price of our common stock during the five trading days immediately prior to the conversion date. As a result of the $0.1 million conversion liability associated with the first tranche and second tranches, we recorded debt discounts at issuance totaling $0.1 million which are amortizing to interest expense over the term of the revolving note. At September 30, 2013, the conversion liability on the revolving note was $0.1 million.

During the term of the agreement, the Corporate and USA segments may not without TCA’s consent or approval, among other things, (i) enter into new debt (ii) make any new investments, except capital expenditures less than $0.3 million per year, (iii) issue or redeem stock, (iv) declare or pay dividends or make other distributions to shareholders, and (v) make loans and distributions of assets to any persons, including affiliates.

In connection with the TCA transaction, our factoring agreement was cancelled and we paid the $0.1 million outstanding balance on the agreement in the second quarter of 2013.

Senior Convertible Debentures

In the first and second quarter of 2013, the holder of the debentures converted $0.1 million and $0.3 million of the outstanding principal into 7,000 shares and 21,429 shares of our common stock, at a conversion price of $14.00. We recognized, for each conversion, a loss on extinguishment of $0.1 million, representing the difference between the market values of the shares of common stock issued and the $0.1 million and $0.4 million carrying amounts of the debt (including the related derivative conversion liability), on the date of conversion.

Under a May 2013 amendment to the senior convertible debenture, we agreed to (i) prepay $0.3 million of the of the outstanding principal and (ii) issue 18,571 shares of common stock to the holder, and the holder agreed to share its senior interest in its collateral pari passu with TCA. The remaining $0.2 million principal is payable in equal monthly installments from July 2013 through December 2013. Prior to the amendment, principal was due in equal monthly installments from June 2013 to January 2014. We expensed the $0.3 million fair value of the shares issued in connection with the amendment and the $0.01 million cash amendment fees as loss on extinguishment.

Subordinated Convertible Notes

In the second quarter of 2013, we issued subordinated convertible notes and related warrants, which are described in the chart below.

Issuance
Principal Amount of Notes (in thousands)
Creditor's Debt Conversion Right
Stated Annual Interest Rate on Debt
Maturity Date of Debt
Number of Shares Under Warrant
Exercise Price of Warrant
Expiration Date of Warrant
Subordinated Convertible Notes and Warrants
$
538
Convertible immediately at $14.00 per share
10
%
July 2015 or
July 2016
38,400
Exercisable immediately at $16.00 per share
July 2017 or May 2018

The convertible debt and warrants listed in the table above contain full ratchet antidilution provisions and require the holders to provide us with 61 day notice prior to conversion or exercise if the holder would have a beneficial ownership interest in excess of 4.99% immediately after conversion or exercise. The $0.5 million of proceeds from issuance of the convertible notes and related warrants was used for repayment of debt and for general corporate purposes.

With regard to the issuances of convertible notes and related warrants listed in the table above, the total of (i) the $0.5 million fair value of the conversion features issued, (ii) the $0.5 million fair value of the liability warrants issued and (iii) the $0.1 million fair value of our common stock issued, exceeded the $0.5 million proceeds from these issuances, therefore we recorded financing costs of $0.6 million in the second quarter of 2013. The initial debt discounts recorded for the convertible notes equaled the principal amount of the notes at issuance. Because the fair value at issuance of the conversion features and warrants exceeded the proceeds from these issuances, in each case, under the effective interest method, this will result in the debt discount being expensed when the principal of the note matures or is redeemed, in proportion to the principal reduction.

In May 2013, we entered into agreements to allow each holder of existing subordinated convertible notes and warrants to invest in additional notes and related warrants and which provided that each holder making an additional investment (i) receive 0.0125 shares of our common stock for each dollar invested and (ii) agree to extend the maturity date for all of their notes to July 2016. Further, each holder of outstanding convertible notes could elect (PIK Election), in lieu of receiving cash interest payments otherwise payable though June 2014 on their existing convertible notes to receive (i) an increase in the number of shares of common stock underlying their notes (ii) an equity warrant to purchase shares of our common stock and (ii) 0.0125 shares of our common stock for each dollar of interest otherwise payable through June 2014. Holders making an additional investment were deemed under the agreement to have made a PIK Election.

One holder made an additional investment in a subordinated convertible note and related warrant of $0.4 million in May 2013 (included in the issuances discussed two paragraphs above), and, as a result, (i) the maturity date on the holder’s outstanding convertible notes in the principal amount of $1.1 million was extended from July 2015 to July 2016 and (ii) we issued 5,000 shares of common stock to the holder. No gain or loss was recognized as a result of the extension of the maturity date of the existing notes as the terms were not substantially different.

Other holders of convertible notes in the principal amount of $0.3 million made the PIK Election, without making an additional investment.

As a consequence of the PIK Elections, in the second quarter of 2013, we issued 3,026 shares of common stock with a fair value of $0.2 million. In lieu of paying certain interest, we (i) increased the shares of common stock underlying the holders’ convertible notes and (ii) issued the holders warrants (PIK warrants) at an exercise price of $16.00 per share, and a May 2018 expiration, as described in the table below:

Issuance
Second
Quarter of 2013
Third
Quarter of 2013
Increase in Shares of Common Stock Underlying PIK Warrant
4,346
3,263
Increase in Shares of Common Stock Underlying Notes
4,346
3,263
Increase in Note Principle Under PIK Election
$
60,842
$
45,688

The PIK warrants issued after we entered into the TCA debt agreement are carried as derivative liabilities because the TCA debt is convertible into an indeterminate number of shares in the event of a default. Those warrants had a value of less than $0.1 million as of September 30, 2013. Other PIK warrants were recorded in equity at their grant date fair value (less than $0.1 million). We recognized a loss on extinguishment for the difference between the fair value of the consideration issued and the accrued interest as of the date of the PIK election. Changes in fair value from increases in the shares of common stock underlying the PIK warrants and underlying the related convertible notes, related to the PIK Elections are recorded as interest expense.

Other Notes

In the second quarter of 2013, we also issued to Mr. Halpern a promissory note in the principal amount of $0.1 million, which was paid in full later in the quarter.

Brazil Segment

All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on export letters of credit which are denominated in U.S. Dollars.

In the first quarter of 2013, Irgovel received R$2.0 million ($1.0 million at the first quarter exchange rate) under a working capital line of credit agreement. The lending bank withheld R$1.0 million ($0.5 million) of the amount borrowed in a bank account, until the second quarter of 2013, when Irgovel had sufficient accounts receivable in its borrowing base to withdraw the funds. The working capital line is payable in monthly installments through September 2015 and bears interest at 17.0% per year.

In the third quarter of 2013, Irgovel converted R$1.6 million of payroll taxes payable into a debt agreement, payable in monthly installments through June 2018 and bears interest at 12.0% per year.
NOTE 10. DEBT

The following table summarizes current and long-term portions of debt (in thousands):

 
 
As of December 31,
 
 
 
2012
  
2011
 
Corporate and USA segments:
 
  
 
Senior convertible debentures, net
 
$
1,048
  
$
-
 
Subordinated convertible notes, net
  
4,041
   
2,126
 
Factoring agreement
  
28
   
262
 
Other
  
-
   
507
 
 
  
5,117
   
2,895
 
Brazil segment:
        
Working capital lines of credit
  
2,227
   
1,778
 
Capital expansion loans
  
5,555
   
3,789
 
Equipment financing
  
201
   
214
 
Advances on export letters of credit
  
3,953
   
2,838
 
Special tax programs
  
2,531
   
3,211
 
 
  
14,467
   
11,830
 
Total debt
  
19,584
   
14,725
 
Current portion
  
8,003
   
6,792
 
Long-term portion
 
$
11,581
  
$
7,933
 
Required future minimum payments on our debt as of December 31, 2012, follow (in thousands).

 
 
Corporate and USA Segments
  
Brazil Segment
  
Total
 
2013
 
$
1,219
  
$
7,013
  
$
8,232
 
2014
  
108
   
1,283
   
1,391
 
2015
  
5,375
   
1,086
   
6,461
 
2016
  
-
   
983
   
983
 
2017
  
-
   
976
   
976
 
Thereafter
  
-
   
3,126
   
3,126
 
 
 
$
6,702
  
$
14,467
  
$
21,169
 

Corporate and USA Segments

Factoring Agreement

In January 2011, we entered into a domestic factoring agreement which provides for a $1.0 million credit facility with a bank. We may only borrow to the extent we have qualifying accounts receivable as defined in the agreement. The facility automatically renews for another year on December 31, 2013, unless proper termination notice is given. The bank charges the greater of $2,000 per month or a 2.0% fee on any borrowing. The 2.0% fee increases incrementally for any qualified account with a balance that remains outstanding in excess of 45 days. The average borrowings under this agreement totaled $0.1 million in 2012 and 2011.

Convertible Debt Outstanding as of December 31, 2012

Convertible debt instruments outstanding as of December 31, 2012, are listed below.

Issuance
Issuance Date of Debt
 
Principal Amount of Debt (in thousands)
 
Creditor's Debt Conversion Right
 
Stated Annual Interest Rate on Debt
 
Maturity Date of Debt
Senior Convertible Debentures
 
July 2012
 
$
1,299
 
Convertible January 2013 at $14.00 per share
 
NA
 
January 2014
Subordinated Convertible Note
August 2012
  
150
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Notes
July 2012
  
850
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Note
May 2012
  
50
 
Convertible immediately at $14.00 per share
  
10
%
July 2015
Subordinated Convertible Notes
January 2012
  
4,325
 
Convertible immediately at $14.00 per share
  
10
%
July 2015

All of the convertible debt instruments listed above contain full ratchet antidilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise.

In January 2012, we issued a senior convertible debenture and related warrant for $0.8 million, a $0.1 million discount from the debenture’s stated principal amount. We received cash proceeds of $0.6 million, net of cash financing costs. In the third quarter of 2012, this January 2012 debenture was exchanged for a July 2012 debenture with a stated principal amount of $1.0 million, representing the original principal amount plus interest which will accrue through the replacement debenture’s January 2014 maturity. In July 2012, we also issued a new senior convertible debenture and related warrant and received $0.2 million in proceeds, net of financing costs. Each of the July 2012 debentures is convertible immediately at $14.00 per share. Commencing February 2013, we are required to redeem 1/12th of the $1.3 million combined principal each month until the January 2014 maturity date. In lieu of a cash redemption we may elect to redeem the debentures by issuing a number of shares of common stock equal to the monthly redemption amount divided by the lesser of (i) the current debenture conversion price or (ii) 80% of the 20-day volume weighted average trading price of our common stock or (iii) the volume weighted average trading price of our common stock on the day immediately prior to the redemption date less $0.01. The number of shares delivered may not exceed 20% of the number of shares traded in the 20-day trading period prior to payment. The debentures are secured by a senior interest in substantially all of our assets, excluding our interest in Nutra SA. Pursuant to the terms of the debentures, we may not pay any dividends while the debenture is outstanding. Under the terms of the original January 2012 debenture, we had been required to redeem 1/12th of the $0.9 million principal each month commencing August 2012 until the July 2013 maturity date.

The January and May 2012 subordinated convertible notes with a face amount of $4.4 million, and the related warrants, were issued in exchange for $1.8 million cash, net of issuance costs, and surrender of then outstanding convertible notes with original principal totaling $2.3 million and a related warrant (old notes and old warrant). Interest is payable monthly at an annual rate of 10%. The notes are secured by a junior interest in substantially all of our assets, excluding our interest in Nutra SA. The old notes and old warrant were held by Baruch Halpern, who became a director concurrent with the January 2012 transaction. In exchange for surrendering the old notes and old warrant and an additional $0.1 million cash investment, we issued a $2.5 million subordinated convertible note and related warrant to a trust beneficially owned by Mr. Halpern (the Halpern Trust).

The July and August 2012 subordinated convertible notes with a face amount of $1.0 million, and the related warrants, were issued in exchange for $0.9 million cash, net of issuance costs. The notes are also secured by a junior interest in substantially all of our assets, excluding our interest in Nutra SA. The notes and warrants were issued to four investors who had purchased January and May 2012 subordinated convertible notes and warrants. We issued a $0.1 million subordinated convertible note and related warrant to an entity beneficially owned by Mr. Halpern (together with the Halpern Trust referred to as the Halpern Entities).

As of December 31, 2012, our convertible debt consists of the following components (in thousands):

 
 
  
Notes
  
 
 
 
Debentures
  
Halpern Entities
  
Other Investors
  
Total
 
Principal outstanding
 
$
(1,299
)
 
$
(2,600
)
 
$
(2,775
)
 
$
(6,674
)
Discount
  
422
   
587
   
2,775
   
3,784
 
Derivative conversion liabilities
  
(171
)
  
(980
)
  
(1,048
)
  
(2,199
)
Debt
 
$
(1,048
)
 
$
(2,993
)
 
$
(1,048
)
  
(5,089
)
 
                
Debt - current portion
 
$
(962
)
 
$
-
  
$
-
  
$
(962
)
Debt - long-term portion
  
(86
)
  
(2,993
)
  
(1,048
)
  
(4,127
)

The discount recorded on the subordinated convertible note held by the Halpern Trust and the replacement senior convertible debenture, and the related deferred finance costs are amortized to interest expense under the effective interest method. As a result we are recognizing interest expense on the Halpern Trust subordinated convertible note at an effective interest rate of 20.9% and on the replacement senior convertible debenture at an effective interest rate of 25.1%.

The debt discounts on the other senior convertible debentures and subordinated convertible notes are also being amortized to interest expense under the effective interest method. However, because the fair value at issuance of the conversion features and warrants exceeded the proceeds from these issuances, in each case, under the effective interest method, this will result in the debt discount being expensed when the principal of the convertible debt matures or is redeemed, in proportion to the principal reduction. Deferred finance costs are also being amortized to interest expense under the effective interest method, in a similar fashion.

During 2012 and 2011, we recognized $0.3 million and $0.2 million of accreted interest on the convertible debt. We made no principal payments on convertible debt during 2012 or 2011.

2012 Convertible Debt Issuances

A summary of the allocation of the proceeds from the 2012 issuances of the senior convertible debenture, subordinated convertible notes and related warrants follows (in thousands).

 
 
First and Second Quarter of 2012
  
Third Quarter of 2012
  
 
 
 
Debenture
  
Notes and Warrants
  
Debentures and Warrants
  
Notes and Warrants
  
 
 
 
and
  
Halpern
  
Other
  
  
Replace-
  
Halpern
  
Other
  
 
 
 
Warrant
  
Entities
  
Investors
  
New
  
ment
  
Entities
  
Investors
  
Total
 
(Increases) decreases in:
 
  
  
  
  
  
  
  
 
Debt - principal
 
$
(870
)
 
$
(2,500
)
 
$
(1,875
)
 
$
(290
)
 
$
(139
)
 
$
(100
)
 
$
(900
)
 
$
(6,674
)
Debt - discount
  
870
   
630
   
1,875
   
290
   
(661
)
  
100
   
900
   
4,004
 
Debt - derivative conversion liabilities
  
(296
)
  
(1,942
)
  
(1,448
)
  
(128
)
  
(105
)
  
(69
)
  
(583
)
  
(4,571
)
Derivative warrant liabilities
  
(648
)
  
(2,473
)
  
(1,848
)
  
(273
)
  
(907
)
  
(88
)
  
(746
)
  
(6,983
)
Debt (carrying amount of old note)
  
-
   
2,152
   
-
   
-
   
-
   
-
   
-
   
2,152
 
Equity
  
-
   
1,089
   
-
   
-
   
-
   
-
   
-
   
1,089
 
Loss on extinguishment
  
-
   
2,986
   
-
   
-
   
1,955
   
-
   
-
   
4,941
 
Financing expense
  
168
   
-
   
1,376
   
141
   
27
   
59
   
413
   
2,184
 
Other long -term assets - deferred finance costs
  
144
   
65
   
134
   
23
   
(148
)
  
4
   
73
   
295
 
Proceeds, net of finance costs
  
632
   
(7
)
  
1,786
   
237
   
(22
)
  
94
   
843
   
3,563
 

We accounted for the July 2012 issuance of the replacement senior convertible debenture in the principal amount of $1.0 million and related warrant as a significant modification to the January 2012 debenture and related warrant. We recognized a loss on extinguishment for the difference between the fair value of the senior convertible debenture and warrant issued and the total of (i) the fair values of the conversion features embedded in the January 2012 debenture (ii) the carrying amount of the old debenture (zero) and (iii) the proceeds received, net of issue costs.

We accounted for the January 2012 issuance of the $2.5 million subordinated convertible note and related warrant to the Halpern Trust as a significant modification to the old notes and warrant held by Mr. Halpern. We recognized a loss on extinguishment for the difference between the fair value of the subordinated convertible note and warrant issued, and the total of (i) the fair values of the conversion features embedded in the old notes, (ii) the fair value of the old warrant, (iii) the carrying amount of the old notes and (iv) the proceeds received, net of issue costs. The old notes’ embedded conversion features and the old warrant did not qualify as separate derivative liabilities and, therefore, we reduced equity by the January 2012 fair value of the embedded conversion features and warrant.

The other issuances of senior convertible debentures, subordinated convertible notes and related warrants were not accounted for as significant modifications and the $3.6 million proceeds from those issuances were allocated to convertible debt and warrants. In each case, the fair value of the warrants and embedded conversion features exceeded the proceeds received, which resulted in the recognition of financing expense on the date of issuance.

Changes in the fair value of the derivative conversion and warrant liabilities subsequent to issuance are recognized in change in fair value of derivative warrant and conversion liabilities in the statement of operations. The changes in fair value of derivative liabilities as a result of the July 2012 amendment to the January 2012 and May 2012 subordinated convertible notes and related warrants, are also included in change in fair value of derivative warrant and conversion liabilities in the statement of operations. As a result of a July 2012 amendment, the exercise price on the warrants related to the January 2012 and May 2012 subordinated convertible notes decreased from $24.00 per share to $16.00 per share and the number of underlying shares was increased proportionately. In addition the terms of all of the subordinated convertible notes outstanding, were modified such that the maturity date was extended from January and May 2015 to July 2015.

The $2.4 million of the $3.6 million in proceeds from the 2012 issuances of convertible debt and related warrants were used to make the final distributions to the unsecured creditors in January 2012 and the remainder was used for general corporate purposes.

2011 Convertible Debt Issuances

During 2011, we issued several convertibles notes, with related warrants to our financial advisor, who became a director of RiceBran Technologies in January 2012. Below is a summary of the transactions.

Transaction
 
 
Principal amount of Note(s) (in thousands)
  
Stated Annual Interest Rate on Note(s)
  
Per Share Note Conversion Price
  
Cash Received in Transaction (in thousands)
  
Number of Shares Under Equity Warrant(s)
  
Average Exercise Price of Warrant(s)
 
First quarter 2011
(1)
 
$
500
   
10
%
 
$
40.00
  
$
500
   
2,500
  
$
50.00
 
Second quarter 2011
(2)
  
730
   
10
%
  
46.00
   
230
   
3,650
   
46.00
 
Third quarter 2011, event A
(2)
  
270
   
10
%
  
46.00
   
270
   
1,350
   
46.00
 
Third quarter 2011, event B
(2)
  
730
   
10
%
  
46.00
   
730
   
3,650
   
46.00
 
Fourth quarter 2011
(3)
  
2,323
   
10
%
  
40.00
   
550
   
11,616
   
44.00
 
Total in 2011
 
             
$
2,280
   
22,766
     

(1)The convertible note and the related warrant issued in the first quarter of 2011, were terminated and cancelled in the second quarter of 2011 when the second quarter transaction occurred.
(2)The convertible notes and related warrants issued in the second and third quarters of 2011, were terminated and cancelled in the fourth quarter of 2011 when the fourth quarter transaction occurred.
(3)The convertible notes and related warrants issued in the fourth quarter of 2011, were terminated and cancelled in the first quarter of 2012, when a subordinated convertible note was issued to the Halpern Entities, as described further below.

The proceeds received from these transactions were allocated to convertible notes and warrants. We concluded in each case that the warrants were indexed to our common stock and should be recorded as equity. We determined the fair value of each warrant. We then determined the fair value of each convertible note as the total of (i) the fair value of the note, determined by discounting cash flows of the payments due under the note at 25%, plus (ii) the fair value of the related conversion feature. Based on the relative fair values, we allocated the proceeds to the convertible note and equity for the warrant portion. In each case, we concluded that the embedded conversion feature need not be accounted for as a derivative since it was indexed to our common stock. We then determined whether the conversion feature was a beneficial conversion feature based on the effective conversion price. If there was a beneficial conversion feature, the amount of that feature was recorded in equity with an offsetting increase in debt discount for that convertible note.

We recognized no gain or loss as a result of the 2011 refinancing of any of the convertible notes. During 2011, we received a total of $2.3 million from issuance of the notes and related warrants. We recorded in equity $0.5 million for the warrants and the beneficial conversion features, $0.1 million to other assets and $1.9 million to debt.

Brazil Segment

All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on export letters of credit which are denominated in U.S. Dollars.

Capital Expansion Loans

In December 2011, Irgovel entered into agreements with the Bank of Brazil. Under the agreements, Irgovel may borrow up to R$2.8 million on one agreement and R$6.7 million on another agreement (a total of $4.7 million based on the December 31, 2012 exchange rate). The annual interest rate on the loans is 6.5%. Interest is payable quarterly on the amounts outstanding and the maturity date of the loans is December 2021. Irgovel must make monthly principal payments under each of the loans with the first payment due on January 2014. Irgovel used R$1.5 million of the proceeds for working capital purposes and the remainder for the purchase of equipment and machinery.

In July 2012, Irgovel entered into a third agreement with the bank under which it borrowed R$1.7 million ($0.9 million based on the December 31, 2012 exchange rate) for the purchase of certain equipment at an annual interest rate of 5.5%. Interest is payable quarterly on the amounts outstanding and the maturity date of the loans is July 2019. Irgovel must make monthly principal payments under the loan with the first payment due August 2015. The loan is secured by the related equipment.

Equipment Financing

Irgovel has entered into certain equipment financing arrangements with annual interest rates that range from 13.5% to 21.5%, and average 16.2%. Interest and principal on this debt is payable monthly and payments extend through March 2016. This debt is secured by the related equipment.

Working Capital Lines of Credit

Irgovel has working capital lines of credit secured by accounts receivable. The total amount of borrowing capacity is R$3.6 million ($1.8 million based on the December 31, 2012, exchange rate) but cannot exceed 40%-100% of the collateral, depending on the agreement. The annual interest rates on this debt range from 12.4% to 44.5%, and average 23.3%. Principal maturities of amounts outstanding at December 31, 2012, extend through May 2014.

Advances on Export Letters of Credit

Irgovel obtains advances against certain accounts receivable backed by export letters of credit. The annual interest rates on these advances range from 3.7% to 8.0%, and average 5.6%. Principal maturities of amounts outstanding at December 31, 2012, extend through July 2013.

Special Tax Programs

Irgovel has unsecured notes payable for Brazilian federal and social security taxes under a special Brazilian government tax program. Amounts due under the special tax program are part of an amnesty program relative to unpaid taxes that existed prior to our acquisition of Irgovel in 2008. Principal and interest payments are due monthly through 2022. Interest on the notes is payable monthly at the Brazilian SELIC target rate, which was 7.3% at December 31, 2012.

Irgovel qualified for a modification of one of its special tax program debts. The debt was lowered by $0.3 million in the second quarter of 2011 in exchange for a reduction in available net operating losses for Brazil tax purposes valued at $0.3 million. We recorded no gain or loss on the transaction. Prior to the modification the maturities on this debt ranged from 2011 through 2017. As modified, debt maturities range from 2011 through 2022.
XML 134 R20.htm IDEA: XBRL DOCUMENT v2.4.0.8
PROPERTY (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
PROPERTY [Abstract]    
PROPERTY
NOTE 7. PROPERTY

Property consisted of the following (in thousands):

September 30,
December 31,
2013
2012
Land
$
389
$
403
Furniture and fixtures
357
358
Plant
14,964
14,362
Computer and software
1,452
1,407
Leasehold improvements
200
189
Machinery and equipment
15,298
15,053
Construction in progress
7,098
9,118
Property
39,758
40,890
Less accumulated depreciation
13,938
12,433
Property, net
$
25,820
$
28,457

Included in accounts payable at September 30, 2013, is $0.6 million related to amounts payable for capital expansion project additions.
NOTE 8. PROPERTY

Property consists of the following (in thousands):

 
 
As of December 31,
 
 
 
 
2012
  
2011
 
Estimated Useful Lives
Land
 
$
403
  
$
420
 
 
Furniture and fixtures
  
358
   
363
 
5-10 years
Plant
  
14,362
   
14,122
 
25-30 years, or life of lease
Computer and software
  
1,407
   
1,352
 
3-5 years
Leasehold improvements
  
189
   
189
 
3-7 years or life of lease
Machinery and equipment
  
15,053
   
17,249
 
5-10 years
Construction in progress
  
9,118
   
5,710
 
 
Subtotal
  
40,890
   
39,405
 
 
Less accumulated depreciation
  
12,433
   
11,410
 
 
Property, net
 
$
28,457
  
$
27,995
 
 

Our Lake Charles, Louisiana facility was built at a cost of $3.8 million to process rice bran from a rice milling company adjacent to the facility. The facility is built on leased land which is owned by the rice milling company. The facility was idled in May 2009 due to lack of orders. We recorded a $2.3 million impairment loss on the facility in 2009. The facility is not classified as held for sale due to potential alternative uses and because we are not aggressively marketing the property. We evaluated, and continue to evaluate, alternate uses of the facility. Depreciation on the facility has continued after the facility was idled. As of December 31, 2012, the net book value of the idled facility included in property, net, was $1.7 million.

We also own equipment purchased in 2009 for use in the Lake Charles, Louisiana facility. In 2012 and 2011, we recorded impairments of $1.1 million and $0.6 million on the Lake Charles equipment.

Property includes machinery and equipment that has never been installed or operated, which totals $1.4 million at December 31, 2012.
XML 135 R105.htm IDEA: XBRL DOCUMENT v2.4.0.8
FAIR VALUE MEASUREMENT, Unobservable Input Reconciliation (Details) (10-Q) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended 9 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Sep. 30, 2013
Recurring [Member]
Sep. 30, 2012
Recurring [Member]
Sep. 30, 2013
Recurring [Member]
Derivative warrant liability [Member]
Sep. 30, 2012
Recurring [Member]
Derivative warrant liability [Member]
Sep. 30, 2013
Recurring [Member]
Derivative conversion liability [Member]
Sep. 30, 2012
Recurring [Member]
Derivative conversion liability [Member]
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward]                
Fair Value as of Beginning of Period $ (1,296) $ (1,628) $ (6,719) $ (1,296) $ (4,520) $ (1,296) $ (2,199) $ 0
Total Realized and Unrealized Gains (Losses) 5,420 [1] 332 [1] (1,918) [1] 4,008 [1] (1,413) [1] 1,142 [1] (505) [1] 2,866 [1]
Issuance of New Instruments 11,449 0 (1,163) (11,449) (575) (6,983) (588) (4,466)
Net Transfers (Into) Out of Level 3 (606) [2],[3] 0 99 606 0 711 [4] 99 [4] (105)
Fair Value, at End of Period (6,719) (1,296) (9,701) (8,131) (6,508) (6,426) (3,193) (1,705)
Change in Unrealized Gains (Losses) on Instruments Still Held $ 5,692 $ 332 $ (2,309) $ 4,280 $ (1,413) $ 1,414 $ (896) $ 2,866
[1] Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.
[2] Represents transfers to equity as a result of a holder exercising a warrant.
[3] Represents an adjustment to loss on extinguishment as a result of issuing the replacement senior convertible debenture.
[4] Represents transfers to equity as a result of the exercise of a warrant in 2012 and conversion of debt in 2013.
XML 136 R1.htm IDEA: XBRL DOCUMENT v2.4.0.8
Document and Entity Information
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
Document and Entity Information [Abstract]    
Entity Registrant Name RiceBran Technologies RiceBran Technologies
Entity Central Index Key 0001063537 0001063537
Current Fiscal Year End Date --12-31 --12-31
Entity Well-known Seasoned Issuer No No
Entity Voluntary Filers No No
Entity Current Reporting Status Yes Yes
Entity Filer Category Smaller Reporting Company Smaller Reporting Company
Document Fiscal Year Focus 2013 2012
Document Fiscal Period Focus Q3 FY
Document Type S-1/A S-1/A
Amendment Flag false false
Document Period End Date Sep. 30, 2013 Dec. 31, 2012
XML 137 R84.htm IDEA: XBRL DOCUMENT v2.4.0.8
RECOVERIES FROM FORMER CUSTOMERS (Details) (10-K) (USD $)
In Thousands, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Gain Contingencies [Line Items]    
Recoveries from former customers $ 0 $ (1,800)
Settlement Agreement [Member]
    
Gain Contingencies [Line Items]    
Recoveries from former customers   800
Resolution of Certain Legal Matters [Member]
    
Gain Contingencies [Line Items]    
Recoveries from former customers   $ 1,000
XML 138 R21.htm IDEA: XBRL DOCUMENT v2.4.0.8
INTANGIBLE ASSETS (10-K)
 12 Months Ended
Dec. 31, 2012
INTANGIBLE ASSETS [Abstract]  
INTANGIBLE ASSETS
NOTE 9. INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands):

 
 
USA Segment
  
Brazil Segment
  
Total
 
 
 
  
  
Customer
  
  
Customer
  
Intangible
 
 
 
Patents
  
Trademarks
  
Lists
  
Trademarks
  
Lists
  
Assets
 
December 31, 2012
 
  
  
  
  
  
 
Cost
 
$
1,697
  
$
48
  
$
2,677
  
$
3,418
  
$
1,250
  
$
9,090
 
Accumulated amortization
  
(1,029
)
  
(38
)
  
(2,222
)
  
(2,362
)
  
(864
)
  
(6,515
)
Net book value
 
$
668
  
$
10
  
$
455
  
$
1,056
  
$
386
  
$
2,575
 
 
                        
December 31, 2011
                        
Cost
 
$
1,768
  
$
48
  
$
2,677
  
$
3,751
  
$
1,372
  
$
9,616
 
Accumulated amortization
  
(957
)
  
(35
)
  
(1,888
)
  
(2,056
)
  
(752
)
  
(5,688
)
Net book value
 
$
811
  
$
13
  
$
789
  
$
1,695
  
$
620
  
$
3,928
 
 
                        
Estimated useful lives
 
17 years
  
7 years
  
7 years
  
7 years
  
7 years
     

We purchased no intangible assets in 2012 or 2011. All changes in the cost of Brazil segment intangibles are due to foreign currency translation. Amortization expense is expected to be $1.1 million in 2013, $1.0 million in 2014, $0.3 million in 2015, $0.1 million in 2016, $0.1 million in 2017 and $0.1 million thereafter.

In 2011, we wrote off patents with a net book value of $0.7 million. We determined the projected future cash flows were inadequate to recover the net book value of these patents.
XML 139 R61.htm IDEA: XBRL DOCUMENT v2.4.0.8
SEGMENT INFORMATION (Tables) (10-K)
 9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2012
SEGMENT INFORMATION [Abstract]    
Schedule of Segment Reporting Information, by Segment
The tables below present segment information for the periods identified and provide reconciliations of segment information to total consolidated information (in thousands).

Three Months Ended September 30, 2013
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
3,065
$
5,660
$
8,725
Cost of goods sold
-
2,332
5,623
7,955
Gross profit
-
733
37
770
Depreciation and amortization (in selling, general and administrative)
(6
)
(119
)
(177
)
(302
)
Other operating expense
(1,292
)
(622
)
(1,218
)
(3,132
)
Loss from operations
$
(1,298
)
$
(8
)
$
(1,358
)
$
(2,664
)
Net loss attributable to RiceBran Technologies shareholders
$
(1,433
)
$
(8
)
$
(630
)
$
(2,071
)
Interest expense
666
-
418
1,084
Depreciation (in cost of goods sold)
-
207
468
675
Purchases of property
6
19
1,026
1,051

Nine Months Ended September 30, 2013
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
9,099
$
17,723
$
26,822
Cost of goods sold
-
6,895
16,913
23,808
Gross profit
-
2,204
810
3,014
Depreciation and amortization (in selling, general and administrative)
(17
)
(358
)
(576
)
(951
)
Other operating expense
(3,627
)
(1,743
)
(3,404
)
(8,774
)
Loss from operations
$
(3,644
)
$
103
$
(3,170
)
$
(6,711
)
Net income (loss) attributable to RiceBran Technologies shareholders
$
(8,255
)
$
103
$
(1,699
)
$
(9,851
)
Interest expense
1,541
-
1,338
2,879
Depreciation (in cost of goods sold)
-
665
1,359
2,024
Purchases of property
12
147
2,142
2,301
 
Three Months Ended September 30, 2012
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
3,065
$
6,284
$
9,349
Cost of goods sold
-
2,184
5,289
7,473
Gross profit
-
881
995
1,876
Depreciation and amortization (in selling, general and administrative)
(175
)
(145
)
(201
)
(521
)
Intersegment fees
57
-
(57
)
-
Impairment of property
-
-
-
-
Other operating expense
(836
)
(662
)
(1,211
)
(2,709
)
Loss from operations
$
(954
)
$
74
$
(474
)
$
(1,354
)
Net income (loss) attributable to RiceBran Technologies shareholders
$
(220
)
$
73
$
(221
)
$
(368
)
Interest expense
173
-
325
498
Depreciation (in cost of goods sold)
-
179
399
578
Purchases of property
-
6
2,025
2,031

Nine Months Ended September 30, 2012
Corporate
USA
Brazil
Consolidated
Revenues
$
-
$
9,629
$
19,177
$
28,806
Cost of goods sold
-
6,737
16,689
23,426
Gross profit
-
2,892
2,488
5,380
Depreciation and amortization (in selling, general and administrative)
(246
)
(784
)
(661
)
(1,691
)
Intersegment fees
169
-
(169
)
-
Impairment of property
-
(1,069
)
-
(1,069
)
Other operating expense
(3,559
)
(1,959
)
(3,711
)
(9,229
)
Loss from operations
$
(3,636
)
$
(920
)
$
(2,053
)
$
(6,609
)
Net loss attributable to RiceBran Technologies shareholders
$
(7,229
)
$
(937
)
$
(1,232
)
$
(9,398
)
Interest expense
494
17
792
1,303
Depreciation (in cost of goods sold)
-
714
1,218
1,932
Purchases of property
-
72
5,752
5,824
The table below presents segment information for the years identified and provides a reconciliation of segment information to total consolidated information (in thousands).

 
 
2012
 
 
 
Corporate
  
USA
  
Brazil
  
Consolidated
 
 
 
  
  
  
 
Revenues
 
$
-
  
$
12,633
  
$
25,090
  
$
37,723
 
Cost of goods sold
  
-
   
8,946
   
22,705
   
31,651
 
Gross profit
  
-
   
3,687
   
2,385
   
6,072
 
Intersegment fees
  
347
   
-
   
(347
)
  
-
 
Depreciation and amortization (in selling, general and administrative)
  
(197
)
  
(1,006
)
  
(859
)
  
(2,062
)
Impairment of property
  
-
   
(1,069
)
  
-
   
(1,069
)
Other operating expenses
  
(4,768
)
  
(2,364
)
  
(4,496
)
  
(11,628
)
Loss from operations
 
$
(4,618
)
 
$
(752
)
 
$
(3,317
)
 
$
(8,687
)
 
                
Net loss attributable to RiceBran Technologies shareholders
 
$
(7,046
)
 
$
(770
)
 
$
(1,693
)
 
$
(9,509
)
Interest expense
  
(743
)
  
(17
)
  
(1,166
)
  
(1,926
)
Depreciation (in cost of goods sold)
  
-
   
(899
)
  
(1,651
)
  
(2,550
)
Purchases of property
  
1
   
150
   
6,331
   
6,482
 
Property, net, end of period
  
36
   
8,731
   
19,690
   
28,457
 
Goodwill, end of period
  
-
   
-
   
4,773
   
4,773
 
Intangible assets, net, end of period
  
-
   
1,133
   
1,442
   
2,575
 
Total assets, end of period
  
3,201
   
11,609
   
32,196
   
47,006
 


 
 
2011
 
 
 
Corporate
  
USA
  
Brazil
  
Consolidated
 
 
 
  
  
  
 
Revenues
 
$
-
  
$
10,700
  
$
26,257
  
$
36,957
 
Cost of goods sold
  
-
   
7,566
   
21,820
   
29,386
 
Gross profit
  
-
   
3,134
   
4,437
   
7,571
 
Intersegment fees
  
(439
)
  
-
   
439
   
-
 
Depreciation and amortization (in selling, general and administrative)
  
(119
)
  
(1,306
)
  
(1,226
)
  
(2,651
)
Impairment of intangibles and property
  
(240
)
  
(1,352
)
  
-
   
(1,592
)
Recoveries from former customers
  
-
   
1,800
   
-
   
1,800
 
Other operating expenses
  
(5,556
)
  
(3,728
)
  
(5,428
)
  
(14,712
)
Loss from operations
 
$
(6,354
)
 
$
(1,452
)
 
$
(1,778
)
 
$
(9,584
)
 
                
Net loss attributable to RiceBran Technologies shareholders
 
$
(6,875
)
 
$
(1,631
)
 
$
(1,593
)
 
$
(10,099
)
Interest expense
  
(619
)
  
(180
)
  
(964
)
  
(1,763
)
Depreciation (in cost of goods sold)
  
-
   
(993
)
  
(1,336
)
  
(2,329
)
Purchases of property
  
-
   
98
   
6,769
   
6,867
 
Property, net, end of period
  
263
   
11,899
   
15,833
   
27,995
 
Goodwill, end of period
  
-
   
-
   
5,240
   
5,240
 
Intangible assets, net, end of period
  
-
   
1,612
   
2,316
   
3,928
 
Total assets, end of period
  
4,672
   
14,219
   
33,341
   
52,232
 
Revenue by Geographic Area
The following table presents revenue by geographic area for the three and nine months ended September 30, 2013 and 2012 (in thousands).

Three Months
Nine Months
2013
2012
2013
2012
United States
$
3,052
$
2,685
$
9,714
$
8,501
Brazil
4,048
4,626
13,845
14,397
Other international
1,625
2,038
3,263
5,908
Total revenues
$
8,725
$
9,349
$
26,822
$
28,806
The following table presents revenues data by geographic area (in thousands):

 
 
2012
  
2011
 
 
 
  
 
United States
 
$
16,177
  
$
9,178
 
Brazil
  
18,266
   
19,141
 
Other international
  
3,280
   
8,638
 
Total revenues
 
$
37,723
  
$
36,957
 
XML 140 R60.htm IDEA: XBRL DOCUMENT v2.4.0.8
RELATED PARTY TRANSACTIONS (Tables) (10-K)
 12 Months Ended
Dec. 31, 2012
RELATED PARTY TRANSACTIONS [Abstract]  
Schedule of transactional warrants under the terms of our financial advisor agreement with HC
In connection with the issuance of convertible debt in 2012 we issued the transactional warrants listed below under the terms of our financial advisor agreement with HC.

Date of Warrants
 
Number of Shares Under Warrants
 
Exercise Price of Warrant
Expiration Date of Warrant
 
 
 
  (1)
 
January 2012
  
1,250
 
Exercisable immediately at $30.00 per share (2)
January 2017
January 2012
  
5,563
 
Exercisable immediately at $20.00 per share (2)
January 2017
May 2012
  
63
 
Exercisable immediately at $20.00 per share (2)
May 2017
July 2012
  
711
 
Exercisable immediately at $14.00 per share
July 2017
August 2012
  
268
 
Exercisable immediately at $14.00 per share
August 2017

(1)All of the transactional warrants contain full ratchet antidilution provisions and require the holders to provide us with at least 61 days notice prior to conversion or exercise to the extent the holder would have a beneficial ownership interest in our common stock in excess of 4.99% of our outstanding common stock immediately after conversion or exercise.

(2)As a result of the July 31, 2012, issuances of convertible debt and related warrants, the exercise prices on these transactional warrants were reduced under the full ratchet antidilution provisions included in the transactional warrants, to $14.00 per share and the number of underlying shares increased to equal the number of original underlying shares times the initial exercise price divided by $14.00 per share.
Schedule of other transactions and balances with HC and Halpern Entities
Other transactions with Mr. Halpern, HC and Halpern Entities are summarized below (in thousands):

 
 
2012
  
2011
 
Success fees earned by HC under financial advisor agreement payable in cash
 
$
164
  
$
26
 
Proceeds received from Mr. Halpern and Halpern Entities upon issuance of convertible debt and related warrants
  
213
   
1,739
 
Interest earned by Halpern Entities on convertible debt
  
302
   
225
 
Payments to HC relevant to HC's class 6 general unsecured creditor claim
  
256
   
754
 
XML 141 R85.htm IDEA: XBRL DOCUMENT v2.4.0.8
COMMITMENTS AND CONTINGENCIES (Details) (10-K) (USD $)
In Millions, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Sep. 30, 2013
Sellers [Member]
Dec. 31, 2012
Sellers [Member]
Dec. 31, 2011
Sellers [Member]
Feb. 06, 2009
Sellers [Member]
Jan. 31, 2008
Sellers [Member]
Sep. 30, 2013
Pending Litigation [Member]
Former Irgovel Stockholder David Resyng [Member]
Dec. 31, 2012
Pending Litigation [Member]
Former Irgovel Stockholder David Resyng [Member]
Leases [Abstract]                  
Remaining term of lease 21 years                
Future minimum payments under operating lease commitments [Abstract]                  
2013 $ 0.4                
2014 0.3                
2015 0.3                
2016 0.3                
2017 0.1                
Thereafter 1.2                
Lease expense 0.4 0.5              
Loss Contingencies [Line Items]                  
Damages sought by plaintiff               3.0 3.0
Amount of second installment on purchase agreement being withheld       1.0   1.0      
Amount held in escrow     1.9 1.9 1.9 2.0 2.0    
Amount of escrow liability in accrued expenses     1.3 1.4 1.9        
Pre-acquisition contingencies     0.7 0.6          
Escrow balance available to settle remaining contingencies     $ 1.4 $ 1.4