10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 0-32565

RiceBran Technologies

(Exact Name of Registrant as Specified in its Charter)

California	87-0673375
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6720 North Scottsdale Road, Suite 390	85253
Scottsdale, AZ	(Zip Code)
(Address of Principal Executive Offices)

Issuer’s telephone number, including area code:  (602) 522-3000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  No ☐

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.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒

                

Indicate by check mark whether the registrant is a shell company (as defined in Rule l2b-2 of the Exchange Act).  Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes ☒  No ☐

As of August 13, 2015, shares of the registrant’s common stock outstanding totaled 9,525,869.

RiceBran Technologies

Index

Form 10-Q

PART I. FINANCIAL INFORMATION			Page
	Item 1.	Financial Statements	2
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014	3
		Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2015 and 2014	4
		Condensed Consolidated Balance Sheets as of June 30, 2015, and December 31, 2014	5
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014	6
		Notes to Unaudited Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
	Item 4.	Controls and Procedures	29
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	30
	Item 1A.	Risk Factors	30
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	30
	Item 4.	Mine Safety Disclosures	30
	Item 5.	Other Information	31
	Item 6.	Exhibits	31
Signatures			33

Cautionary Note about Forward-Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, liquidity or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services, products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.  Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words.  The forward-looking statements contained herein reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions.  Actual results may differ materially from those projected in such forward-looking statements due to a number of factors, risks and uncertainties, including the factors that may affect future results set forth in this Current Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2014.  We disclaim any obligation to update any forward looking statements as a result of developments occurring after the date of this quarterly report.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

2

RiceBran Technologies

Condensed Consolidated Statements of Operations

Three and Six Months Ended June 30, 2015 and 2014

(Unaudited) (in thousands, except share and per share amounts)

	Three Months Ended						Six Months Ended
	2015			2014			2015			2014
Revenues	$	11,405		$	11,343		$	21,065		$	19,027
Cost of goods sold		9,170			10,147			17,775			16,417
Gross profit		2,235			1,196			3,290			2,610
Operating expenses:
Selling, general and administrative		3,352			3,415			6,840			6,730
Depreciation and amortization		429			759			934			1,577
Total operating expenses		3,781			4,174			7,774			8,307
Loss from operations		(1,546	)		(2,978	)		(4,484	)		(5,697	)
Other income (expense):
Interest income		19			22			68			37
Interest expense - accreted on debt		(130	)		(6,222	)		(338	)		(6,323	)
Interest expense - other		(745	)		(1,202	)		(1,335	)		(2,430	)
Change in fair value of derivative warrant and conversion liabilities		384			(3,786	)		557			(1,728	)
Foreign currency exchange, net		32			60			(188	)		135
Loss on extinguishment		(1,904	)		(892	)		(1,904	)		(892	)
Financing expense		-			(950	)		-			(2,072	)
Other income		8			4			166			50
Other expense		(82	)		(111	)		(158	)		(168	)
Total other income (expense)		(2,418	)		(13,077	)		(3,132	)		(13,391	)
Loss before income taxes		(3,964	)		(16,055	)		(7,616	)		(19,088	)
Income tax benefit		6			350			13			598
Net loss		(3,958	)		(15,705	)		(7,603	)		(18,490	)
Net loss attributable to noncontrolling interest in Nutra SA		432			645			1,076			1,565
Net loss attributable to RiceBran Technologies shareholders	$	(3,526	)	$	(15,060	)	$	(6,527	)	$	(16,925	)
Loss per share attributable to RiceBran Technologies shareholders
Basic	$	(0.38	)	$	(3.52	)	$	(0.71	)	$	(4.64	)
Diluted	$	(0.38	)	$	(3.52	)	$	(0.71	)	$	(4.64	)
Weighted average number of shares outstanding
Basic		9,167,789			4,274,442			9,160,999			3,649,387
Diluted		9,167,789			4,274,442			9,160,999			3,649,387

See Notes to Unaudited Condensed Consolidated Financial Statements

3

RiceBran Technologies

Condensed Consolidated Statements of Comprehensive Loss

Three and Six Months Ended June 30, 2015 and 2014

(Unaudited) (in thousands)

	Three Months						Six Months
	2015			2014			2015			2014
Net loss	$	(3,958	)	$	(15,705	)	$	(7,603	)	$	(18,490	)
Other comprehensive loss - foreign currency translation, net of tax		188			257			(1,229	)		629
Comprehensive loss, net of tax		(3,770	)		(15,448	)		(8,832	)		(17,861	)
Comprehensive loss attributable to noncontrolling interest, net of tax		370			537			1,495			1,289
Total comprehensive loss attributable to RiceBran Technologies shareholders	$	(3,400	)	$	(14,911	)	$	(7,337	)	$	(16,572	)

See Notes to Unaudited Condensed Consolidated Financial Statements

4

RiceBran Technologies

Condensed Consolidated Balance Sheets

June 30, 2015 (Unaudited) and December 31, 2014

(in thousands, except share amounts)

	June 30, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	2,621		$	3,610
Restricted cash		1,920			1,920
Accounts receivable, net of allowance for doubtful accounts of $568 and $574 (variable interest entity restricted $1,682 and $1,980)		3,022			3,055
Inventories		3,606			3,508
Income and operating taxes recoverable		864			737
Deferred tax asset		171			171
Deposits and other current assets		860			1,071
Total current assets		13,064			14,072
Property, net (variable interest entity restricted $2,900 and $3,727)		21,358			24,753
Goodwill		3,887			4,431
Intangible assets, net		1,938			2,740
Other long-term assets		586			88
Total assets	$	40,833		$	46,084
LIABILITIES, TEMPORARY EQUITY AND EQUITY
Current liabilities:
Accounts payable	$	3,044		$	3,286
Accrued salary, wages and benefits		2,728			2,206
Accrued expenses		4,687			4,257
Other liabilities		860			573
Current maturities of debt (variable interest entity nonrecourse $3,180 and  $4,758)		4,290			4,808
Total current liabilities		15,609			15,130
Long-term debt, less current portion (variable interest entity nonrecourse $5,022 and $6,203)		13,407			11,288
Deferred tax liability		384			396
Derivative warrant liabilities		1,122			955
Total liabilities		30,522			27,769
Commitments and contingencies
Temporary Equity - Redeemable noncontrolling interest in Nutra SA		862			2,643
Equity:
Equity attributable to RiceBran Technologies shareholders:
Preferred stock, 20,000,000 shares authorized and none issued		-			-
Common stock, no par value, 25,000,000 shares authorized, 9,525,869 and 9,383,571 shares issued and outstanding, respectively		262,414			261,299
Accumulated deficit		(248,997	)		(242,470	)
Accumulated other comprehensive loss		(3,968	)		(3,157	)
Total equity attributable to RiceBran Technologies shareholders		9,449			15,672
Total liabilities, temporary equity and equity	$	40,833		$	46,084

See Notes to Unaudited Condensed Consolidated Financial Statements

5

RiceBran Technologies

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30, 2015 and 2014

(Unaudited) (in thousands)

	2015			2014
Cash flow from operating activities:
Net loss	$	(7,603	)	$	(18,490	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,344			3,287
Stock and share-based compensation		402			134
Change in fair value of derivative warrant and conversion liabilities		(557	)		1,728
Loss on extinguishment of debt		1,904			892
Financing expense		-			2,072
Deferred tax benefit		(13	)		(598	)
Interest accreted		339			6,718
Other		135			143
Changes in operating assets and liabilities:
Accounts receivable		(363	)		(471	)
Inventories		(263	)		287
Accounts payable and accrued expenses		1,432			(240	)
Other		(119	)		86
Net cash used in operating activities		(2,362	)		(4,452	)
Cash flows from investing activities:
Acquisition of HN, net of cash acquired		-			(725	)
Purchases of property		(575	)		(3,287	)
Proceeds from sale of property		-			23
Net cash used in investing activities		(575	)		(3,989	)
Cash flows from financing activities:
Payments of debt		(7,348	)		(11,332	)
Proceeds from issuance of debt and related warrants, net of issuance costs		9,246			8,353
Redemption of stock		-			(450	)
Proceeds from issuance of convertible debt and related warrants, net of costs		-			5,379
Proceeds from issuance of common stock and warrants, net of costs		-			7,553
Net cash provided by financing activities		1,898			9,503
Effect of exchange rate changes on cash and cash equivalents		50			8
Net change in cash and cash equivalents		(989	)		1,070
Cash and cash equivalents, beginning of period		3,610			5,091
Cash and cash equivalents, end of period	$	2,621		$	6,161
Supplemental disclosures:
Cash paid for interest	$	848		$	1,258
Cash paid for income taxes		-			-

See Notes to Unaudited Condensed Consolidated Financial Statements

6

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

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, 2014. The report of our independent registered public accounting firm that accompanies the audited consolidated financial statements for the year ended December 31, 2014, 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.The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

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.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue from contracts with customers, which supersedes current revenue recognition guidance and most industry-specific guidance.  Under the new standard we will recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which we expect to be entitled in exchange for those goods or services.  Revenue from a contract that contains multiple performance obligations will be allocated to each performance obligation generally on a relative standalone selling price basis.  The guidance is effective for our annual and interim periods beginning in 2017.  Early adoption is prohibited.  We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined the method by which we will adopt the standard in 2017.

In February 2015, the FASB issued guidance which makes targeted amendments to current consolidation guidance.  Among other things, the standard changes the manner in which we would assess one of the characteristics of variable interest entities (VIEs) and introduces a separate analysis specific to limited partnerships and similar entities (such as Nutra SA) for assessing if the equity holders at risk lack decision making.  Limited partnerships and similar entities will be a VIE unless the limited partners hold substantive kick-out rights or participating rights.  A right to liquidate an entity is akin to a kick-out right.  Guidance for limited partnerships under the voting model has been eliminated.  A limited partner and similar partners with a controlling financial interest obtained through substantive kick-out rights would consolidate a limited partnership or similar entity. The guidance is effective for our annual and interim periods beginning in 2016.  Early adoption is allowed.  We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined if we will early adopt the standard.

In April 2015, the FASB issued guidance on the presentation and disclosure of debt issuance costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption permitted for financial statements that have not been previously issued. The adoption of this statement will impact future presentation and disclosures of the financial statements.

NOTE 2. BUSINESS

We are a human food ingredient, functional food ingredient, packaged functional food 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), the ProRyza family of rice bran protein-based products and other valuable derivatives extracted from these core products.  Our target markets are natural food, functional food, nutritional supplement and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally.

7

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

We have two reportable operating segments: (i) USA segment, which manufactures and distributes SRB in various granulations, Stage II products (described below) and Proryza products; in addition, we formulate and package finished consumer products for our customers on a business-to-business basis at our Healthy Natural Inc. plant in Irving, Texas; and (ii) Brazil segment, which extracts crude RBO and DRB from raw rice bran, which are then further processed into degummed rice bran oil, dewaxed rice bran oil, neutralized rice bran oil and fully refined rice bran oil for sale internationally and in Brazil, compounded animal nutrition products and a number of valuable human food and animal nutrition products derivatives and co-products. In addition we incur corporate and other expenses not directly attributable to operating segments, which include costs related to our corporate staff, general and administrative expenses including public company expenses, intellectual property, professional fees, and other expenses.  No corporate allocations, including interest, are made to the operating 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 human food ingredients and functional foods for use in meats, baked goods, cereals, batters and breadings, health foods, nutritional supplements, nutraceuticals and high-end animal nutrition and health products.

The USA segment produces SRB inside two supplier rice mills in California and one owned facility in Louisiana.  A facility located in Lake Charles, Louisiana 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), and ProRyza, a family of protein products.  Stage II refers to the patented processes run at our Dillon, Montana facility and includes products produced at that facility using our patented processes.  In January 2014, we completed the acquisition of H&N Distribution Inc., now operating as Healthy Natural, Inc. (HN), which has been integrated into our USA segment.  HN is a formulator and co-packer of products targeted at customers in the direct marketing, internet sales and retail distribution markets, and operates a facility in Irving, Texas. HN serves the natural products, nutritional supplement and nutraceutical and functional food sectors.  We acquired HN as part of our strategy to vertically integrate our business in order to leverage our proprietary and patented technologies. Certain 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 the three and six months ended June 30, 2015, approximately 85% and 83% of USA segment revenue was from sales of human food products and the remainder was from sales of animal nutrition products.

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, including degummed oil, lecithin, dewaxed oil, rice wax, neutralized oil and free fatty acids used in the detergent industry.  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 the first half of 2015 Irgovel made initial sales of human grade stabilized defatted rice bran to the meat industry in the North American market.  In 2014, approximately 39% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products.  In the three and six months ended June 30, 2015, approximately 49% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products.

NOTE 3. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLAN

In 2014 and the first six months of 2015, we continued to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern.  We believe that we will be able to obtain additional funds to operate our business, should it be necessary, however, 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.

As described further in Note 5, in January 2014, we completed the acquisition of HN, the operations of which are accretive to cash flows.  Our Brazilian subsidiary, Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), recently completed the final stages of a major capital expansion. Throughout 2014, significant cash was used during the shutdown period and subsequent restart of the plant. Operations at Irgovel have begun to improve during the second quarter of 2015, such that Irgovel should be operating at its targeted capacity in the second half of 2015 subject to raw bran availability. However, there are no assurances that this will occur.

8

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

On May 12, 2015, we entered into an $8 million senior secured credit facility agreement consisting of a $3.5 million maximum working capital revolver and two term loan tranches. These funds are being used for working capital and capital expenditure needs in both of our operating segments.  Pursuant to this agreement, cash contributions to the Brazil segment, exclusive of any release of restricted cash, may not exceed $2.0 million, all of which has been funded during the second quarter of 2015.  In addition to these funds, we are seeking to confirm an arbitration award issued in Brazil which would release to us approximately $1.9 million in an escrow account associated with the purchase of Irgovel. For further discussion of the escrow account, see Note 12.

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.  Nonvested shares that vest solely on the basis of a service condition are not included in the denominator of the computation of basic 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.  Nonvested shares that vest solely on the basis of a service condition are included in the denominator of the computation of diluted EPS during their requisite service period under the treasury stock method.

Below are reconciliations of the numerators and denominators in the EPS computations for the three and six months ended June 30, 2015 and 2014.

	Three Months Ended						Six Months Ended
	2015			2014			2015			2014
NUMERATOR (in thousands):
Basic and diluted - net loss attributable to RiceBran Technologies shareholders	$	(3,526	)	$	(15,060	)	$	(6,527	)	$	(16,925	)
DENOMINATOR:
Basic EPS - weighted average number of shares outstanding		9,167,789			4,274,442			9,160,999			3,649,387
Effect of dilutive securities outstanding		-			-			-			-
Diluted EPS - weighted average number of shares outstanding		9,167,789			4,274,442			9,160,999			3,649,387
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 six months ended June 30, 2015 of $11.25 and $11.37)		260,632			148,293			262,468			161,217
Warrants  (average exercise price for the three and six months ended June 30, 2015 of $5.75 and $5.76)		6,827,953			4,151,240			6,665,956			3,450,788
Nonvested stock		177,840			-			172,522			-
Total weighted average of outstanding common stock equivalents		7,266,425			4,299,533			7,100,946			3,612,005

The impact of potentially dilutive securities outstanding at June 30, 2015 and 2014, was not included in the calculation of diluted EPS for the three and six months ended June 30, 2015 and 2014 because to do so would be antidilutive.  Those securities listed in the table above which were antidilutive for the periods presented, which remain outstanding, could potentially dilute EPS in the future.

NOTE 5. HN ACQUISITION

In January 2014, we purchased all of the outstanding shares of HN for $2.0 million in cash ($1.8 million paid in January 2014 and $0.2 million payable upon the resolution of certain contingencies) and promissory notes in the face amount of $3.3 million, subject to working capital adjustments.  HN is an Irving, Texas-based formulator and co-packer of products targeted at customers in the direct marketing, internet sales and retail distribution markets. HN serves the natural products, nutritional supplement and nutraceutical and functional food sectors.  We acquired HN as part of our strategy to vertically integrate our business in order to leverage our proprietary and patented technologies. The acquisition has been accounted for as a business combination.  The results of HN’s operations are included in our consolidated financial statements beginning January 2, 2014, and are included in our USA segment.

9

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

In the first quarter of 2014, we incurred $0.3 million of acquisition-related costs which are included in selling, general and administrative expenses in the consolidated statements of operations.  The following table summarizes the aggregate purchase price allocation, the consideration transferred to acquire HN, as well as the amounts of identified assets acquired and liabilities assumed based on the estimated fair value as of the January 2, 2014, acquisition date (in thousands).

Cash	$	1,800
Cash holdback for contingencies		200
Convertible notes payable		2,785
Total fair value of consideration transferred		4,785
Financial assets, including acquired cash of $1,075		1,314
Inventories		1,109
Property		963
Identified intangible asset estimate		3,847
Deferred  income taxes, net		(1,529	)
Financial liabilities		(1,709	)
Net recognized amounts of identifiable assets acquired		3,995
Goodwill - USA segment	$	790

The fair value of trade receivables at January 2, 2014, was $0.1 million which equaled the gross amount receivable.  We have assigned a $3.8 million value to a customer relationship intangible and we are amortizing that intangible over a three year period as follows: $1.7 million in 2014, $1.3 million in 2015 and $0.8 million in 2016.  In the three and six months ended June 30, 2015, we recognized $0.3 million and $0.6 million of amortization expense in the USA segment related to this intangible.

Our consolidated revenues include $3.9 million and $6.4 million of HN revenues for the three and six months ended June 30, 2014. After making a reasonable effort, we have been unable to determine net income (loss) attributable to HN resulting from it being fully integrated into the USA segment during 2014.

NOTE 6. 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).

	June 30, 2015		December 31, 2014
Cash and cash equivalents	$	910	$	269
Other current assets (restricted $1,682 and $1,980)		3,905		4,735
Property, net (restricted $2,900 and  $3,727)		12,239		15,258
Goodwill and intangibles, net		3,097		3,722
Other noncurrent assets		37		34
Total assets	$	20,188	$	24,018
Current liabilities	$	6,399	$	5,346
Current portion of long-term debt (nonrecourse)		3,180		4,758
Long-term debt, less current portion (nonrecourse)		5,022		6,203
Total liabilities	$	14,601	$	16,307

Nutra SA’s debt is secured by its accounts receivable and property.  The non-Brazilian entities in our consolidated group do not guarantee any of Nutra SA’s debt.

10

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

A summary of changes in redeemable noncontrolling interest in Nutra SA follows for the three and six months ended June 30, 2015 and 2014 (in thousands).

	Three Months Ended						Six Months Ended
	2015			2014			2015			2014
Redeemable noncontrolling interest in Nutra SA, beginning of period	$	1,376		$	6,425		$	2,643		$	7,177
Investors' interest in net loss of Nutra SA		(432	)		(645	)		(1,076	)		(1,565	)
Investors' interest in other comprehensive loss of Nutra SA		62			108			(418	)		276
Accumulated Yield classified as other current liability		(144	)		(284	)		(287	)		(284	)
Redeemable noncontrolling interest in Nutra SA, end of period	$	862		$	5,604		$	862		$	5,604
Investors' average interest in Nutra SA		33.2	%		41.8	%		33.7	%		43.5	%

In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors).  As of June 30, 2015 and December 31, 2014, the Investors interest was 32.1% and 34.7%.  In the three and six months ended June 30, 2015, we invested an additional $2.4 million and $3.4 million in Nutra SA.  The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest.  We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA.

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 drag along rights which provide the Investors the ability to force a sale of Nutra SA assets in the future.  We have assessed the likelihood of the Investors exercising these rights as less than probable at June 30, 2015.  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.

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% (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, to the extent there is distributable cash, as defined in the LLC agreement.  As of June 30, 2015, our balance sheet includes an other liability of $0.9 million for Yield accumulated and unpaid.  Nutra SA has made no Yield payments.

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 contributions, less the aggregate amount of non-Yield distributions paid to the Investors, (ii) second, to us in an amount equal to twice 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 June 30, 2015, there have been no unwaived events of default.  Events of default, as defined in the MIPA and the October 2013 amendment of investment agreements, are failure of Irgovel to meet minimum annual processing targets or to achieve EBITDA of at least $4.0 million in any year beginning in 2015.

As of June 30, 2015, there have been no qualifying events.  The LLC agreement defines a qualifying event as the bankruptcy of RiceBran Technologies or Nutra SA.

The Investors have drag along rights, the right to force the sale of all Nutra SA assets after January 1, 2016.  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.

11

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

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 drag along rights in the future.  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 7. INVENTORIES

Inventories are composed of the following (in thousands):

	June 30, 2015		December 31, 2014
Finished goods	$	1,382	$	1,103
Work in process		358		380
Raw materials		1,183		1,441
Packaging supplies		683		584
Total inventories	$	3,606	$	3,508

NOTE 8. PROPERTY

Property, plant and equipment consist of the following (in thousands):

	June 30, 2015		December 31, 2014
Land	$	345	$	364
Furniture and fixtures		457		539
Plant		14,758		15,942
Computer and software		1,709		1,701
Leasehold improvements		637		568
Machinery and equipment		20,326		21,519
Property		38,232		40,633
Less accumulated depreciation		16,874		15,880
Property,  net	$	21,358	$	24,753

Included in accounts payable at June 30, 2015 is $0.1 million related to amounts payable for machinery and equipment additions.

NOTE 9. GOODWILL

A summary of goodwill activity follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015			June 30, 2014
Goodwill, beginning of period	$	3,796	$	4,993	$	4,431		$	4,139
USA Segment - Acquisition of H&N		-		-		-			675
Brazil segment - Effect of foreign currency translation		91		106		(544	)		285
Goodwill, end of period	$	3,887	$	5,099	$	3,887		$	5,099

12

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 10. EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS

A summary of equity activity for the six months ended June 30, 2015, (in thousands, except share and per share data) follows.

	Common Stock				Accumulated			Accumulated Other Comprehensive			Total
	Shares		Amount		Deficit			Loss			Equity
Balance, December 31, 2014		9,383,571	$	261,299	$	(242,470	)	$	(3,157	)	$	15,672
Share-based compensation, employees and directors		139,047		402		-			-			402
Warrants, issued to subordinated debt holders		-		699		-			-			699
Other		3,251		14		-			-			14
Foreign currency translation		-		-		-			(811	)		(811	)
Net loss		-		-		(6,527	)		-			(6,527	)
Balance, June 30, 2015		9,525,869	$	262,414	$	(248,997	)	$	(3,968	)	$	9,449

A summary of stock option and warrant activity for the six months ended June 30, 2015, 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, 2014		269,642		$	12.12		7.9		6,503,959	$	5.77		4.3
Granted		75,243			3.47				589,669		5.25
Exercised		-			-				-		-
Forfeited, expired or cancelled		(18,750	)		21.74				-		-
Outstanding, June 30, 2015		326,135		$	9.57		8.0		7,093,628	$	5.73		3.9
Exercisable, June 30, 2015		151,981		$	15.37		6.4		7,093,628	$	5.73		3.9

Equity Incentive Plan

The board of directors adopted our 2014 Equity Incentive Plan in August 2014, after the plan was approved by shareholders.  A total of 1,600,000 shares of common stock were initially reserved for issuance under the plan.  Under the terms of the 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 plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients.  The options granted under the plan have terms of up to 10 years.

In the third quarter of 2014, we issued shares of common stock to directors and executive officers at a grant date fair value of $4.91 per share.  We issued 44,026 shares which vested in August 2014, 52,412 shares which vested in June 2015 and 185,182 shares which vest in August 2017.  In the second quarter of 2015, we recognized $0.1 million in compensation.  As of June 30, 2015, we expect to recognize the remaining $0.6 million of unrecognized compensation over a weighted average period of 2.2 years.

In June 2015, in addition to granting the options listed in the summary of stock option and warrant activity above, we issued shares of common stock to directors and executive officers at a grant date fair value of $3.38 per share.  We issued 67,003 shares which vest in equal annual installments over the next three years and 72,044 shares which vest in June 2016 (or at the next annual shareholder meeting date if earlier).  In the second quarter of 2015, we recognized less than $10 thousand in compensation.  As of June 30, 2015, we expect to recognize the remaining $0.5 million of unrecognized compensation over a weighted average period of 2.0 years.

On May 12, 2015, we issued warrants to purchase 300,000 shares of our stock at a strike price of $5.25, exercisable over a five year term.  The warrants were issued in conjunction with a senior secured credit facility agreement with a lender.

On May 12, 2015 we issued warrants to purchase 289,669 shares of our stock at a strike price of $5.25, exercisable over a five year term.  The warrants were issued in conjunction with the extinguishment and reissuance of certain subordinated notes.

13

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

Warrants that Contain Antidilution Clauses

As of June 30, 2015, we have three warrant agreements outstanding (with two holders) that contain antidilution clauses.  The related warrants are classified as derivative warrant liabilities in our balance sheets.  Under the antidilution clauses contained in these warrants, in the event of equity issuances at prices below the exercise prices of these warrants, we may be required to lower the exercise price on these warrants and increase the number of shares underlying these 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.

NOTE 11. DEBT

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

	June 30, 2015		December 31, 2014
Corporate segment:
Subordinated notes, net	$	6,496	$	4,978
Senior secured term loan		1,801		-
Working capital revolver		1,056		-
Other		143		157
		9,496		5,135
Brazil segment:
Capital expansion loans		2,839		3,629
Working capital lines of credit		1,149		2,408
Advances on customer export orders		1,447		1,810
Special tax programs		2,705		3,016
Other		61		98
		8,201		10,961
Total debt		17,697		16,096
Current portion		4,290		4,808
Long-term portion	$	13,407	$	11,288

USA Segment

On May 12, 2015, we entered into an $8 million senior secured credit facility agreement with a lender consisting of a $3.5 million maximum working capital revolver and two term loan tranches.  The credit facility will mature on June 1, 2018, with the potential for two one-year maturity extensions.  This credit facility is subject to certain financial and non-financial covenants which includes a minimum liquidity covenant that requires we maintain $1.0 million in cash on hand at all times.  We are currently in compliance with all covenants.  The term loans currently bear an interest rate of 11.50% per year, payable quarterly, with principal payments commencing in October 2016.  As of June 30, 2015, a term loan in the principal amount of $2.5 million remains outstanding with an unamortized debt discount of $0.7 million.  We are accreting the note up to its face value at an average annual interest rate of 27.1%.  As of June 30, 2015, the working capital revolver has a balance of $1.1 million.

As a result of the credit facility transaction, the notes for a majority of the subordinated note holders representing approximately 97% of the principal due were amended, resulting in a $1.9 million loss on extinguishment, which includes $0.7 million of warrants issued as discussed in Note 10. The maturity date on these notes was extended to June 1, 2018, with principal payments commencing in October 2016.The amendment also increased the interest to an annual rate of 11.75%.   The remaining subordinated notes that were not modified will continue to bear an interest rate of 5% per year and will mature in July 2016. We are accreting these notes up to their face value at an average annual interest rate of 24.5%. As of June 30, 2015, the remaining unamortized debt discount related to these notes was less than $0.1 million. All subordinated note interest is payable quarterly. As of June 30, 2015, subordinated notes in the principal amount of $6.5 million remain outstanding.

Brazil Segment

All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on customer export orders which are denominated in U.S. Dollars.

14

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

Capital Expansion Loans

In December 2011, Irgovel entered into loan agreements with the Bank of Brazil.  As of June 30, 2015, the notes held a principal balance of R$7.5 million. The annual interest rate on the loans is 6.5%, payable quarterly and the loans mature December 2021.  Irgovel must make monthly principal payments under each of the loans.  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 an agreement with the bank under which it borrowed R$1.7 million 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 loans.  The capital expansion loans are 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 cannot exceed 30%-100% of the collateral, depending on the agreement.  The annual interest rates on this debt range from 10.4% to 34.8%, and average 25.4%.  Principal maturities of amounts outstanding extend through September 2019.

Advances on Customer Export Orders

Irgovel obtains advances against certain customer export orders from various banks.  The annual interest rates on these advances range from 5.0% to 10.0%, and average 9.6%.  Principal maturities of amounts outstanding extend through 2015.

Special Tax Programs

Irgovel has an unsecured note payable for Brazilian federal and social security taxes under special Brazilian government tax programs.  Principal and interest payments are due monthly through January 2029.  Interest on the notes is payable monthly at the Brazilian SELIC target rate, which was 13.8% at June 30, 2015.

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.

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.

15

RiceBran Technologies

Notes to Unaudited Condensed 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 assert 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.  On October 29, 2010, we initiated an arbitration proceeding against the Sellers for breaches of the Purchase Agreement, including claims related to Sellers’ handling of the Resyng claim and whether any future payments are required under the Purchase Agreement.  On February 25, 2015, the arbitration panel issued its opinion along with a May 14, 2015 clarification and ordered the Sellers to pay Irgovel and us R$4.9 million plus arbitration fees, legal fees, and interest.  We are currently seeking to confirm and obtain a final award in Brazil.

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.  As of June 30, 2015, 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 June 30, 2015, totaling $1.6 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 June 30, 2015, $0.3 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.6 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.  If and when received, we agreed to pay to Nutra SA ninety percent of any funds received from the escrow account or treat the funds retained as a distribution from Nutra SA and reduce our ownership percentage accordingly.

NOTE 13. 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 June 30, 2015	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	6,889		$	4,516		$	11,405
Cost of goods sold		-			4,638			4,532			9,170
Gross profit		-			2,251			(16	)		2,235
Depreciation and amortization (in selling, general and administrative)		(19	)		(395	)		(15	)		(429	)
Other operating expense		(1,442	)		(747	)		(1,163	)		(3,352	)
Income (loss) from operations	$	(1,461	)	$	1,109		$	(1,194	)	$	(1,546	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(3,332	)	$	1,109		$	(1,303	)	$	(3,526	)
Interest expense		357			-			518			875
Depreciation (in cost of goods sold)		-			296			457			753
Purchases of property		-			115			153			268
Six Months Ended June 30, 2015	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	11,952		$	9,113		$	21,065
Cost of goods sold		-			8,051			9,724			17,775
Gross profit		-			3,901			(611	)		3,290
Depreciation and amortization (in selling, general and administrative)		(34	)		(788	)		(112	)		(934	)
Other operating expense		(2,620	)		(2,199	)		(2,021	)		(6,840	)
Income (loss) from operations	$	(2,654	)	$	914		$	(2,744	)	$	(4,484	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(4,483	)	$	914		$	(2,958	)	$	(6,527	)
Interest expense		650			-			1,023			1,673
Depreciation (in cost of goods sold)		-			437			973			1,410
Purchases of property		-			351			224			575

16

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

Three Months Ended June 30, 2014	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	6,748		$	4,595		$	11,343
Cost of goods sold		-			5,116			5,031			10,147
Gross profit		-			1,632			(436	)		1,196
Depreciation and amortization (in selling, general and administrative)		(14	)		(559	)		(186	)		(759	)
Other operating expense		(1,338	)		(1,054	)		(1,023	)		(3,415	)
Income (loss) from operations	$	(1,352	)	$	19		$	(1,645	)	$	(2,978	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(13,490	)	$	19		$	(1,589	)	$	(15,060	)
Interest expense		6,859			-			565			7,424
Depreciation (in cost of goods sold)		-			260			773			1,033
Purchases of property		32			715			337			1,084
Six Months Ended June 30, 2014	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	11,741		$	7,286		$	19,027
Cost of goods sold		-			8,493			7,924			16,417
Gross profit		-			3,248			(638	)		2,610
Depreciation and amortization (in selling, general and administrative)		(24	)		(1,197	)		(356	)		(1,577	)
Other operating expense		(2,970	)		(1,796	)		(1,964	)		(6,730	)
Income (loss) from operations	$	(2,994	)	$	255		$	(2,958	)	$	(5,697	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(14,478	)	$	255		$	(2,702	)	$	(16,925	)
Interest expense		7,389			-			1,364			8,753
Depreciation (in cost of goods sold)		-			513			1,197			1,710
Purchases of property		116			858			2,313			3,287

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

	Corporate		USA		Brazil		Consolidated
As of June 30, 2015
Inventories	$	-	$	2,753	$	853	$	3,606
Property, net		450		8,670		12,238		21,358
Goodwill		-		790		3,097		3,887
Intangible assets, net		-		1,938		-		1,938
Total assets		3,676		16,969		20,188		40,833
As of December 31, 2014
Inventories		-		2,219		1,289		3,508
Property, net		135		9,360		15,258		24,753
Goodwill		-		790		3,641		4,431
Intangible assets, net		-		2,658		82		2,740
Total assets		4,212		17,854		24,018		46,084

Corporate segment total assets include cash, restricted cash, property and other assets.

The following table presents revenue by geographic area for the three and six months ended June 30, 2015 and 2014 (in thousands).

	Three Months Ended				Six Months Ended
	2015		2014		2015		2014
United States	$	6,861	$	6,538	$	11,823	$	11,038
Brazil		2,819		4,319		5,902		6,967
Other international		1,725		486		3,340		1,022
Total revenues	$	11,405	$	11,343	$	21,065	$	19,027

17

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 14. 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 June 30, 2015, the fair value of our USA segment debt (Level 3 measurement) is less than $0.1 million higher than the $9.5 million carrying value of that debt, based on current market rates for similar debt with similar maturities.  The fair value of our Brazil segment debt (Level 3 measurement) 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
Total liabilities at fair value, as of June 30, 2015 - derivative warrant liabilities	$	-	$	-	$	(1,122	)	$	(1,122	)
Total liabilities at fair value, as of December 31, 2014 - derivative warrant liabilities	$	-	$	-	$	(955	)	$	(955	)

Warrants accounted for as derivative liabilities 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.

	June 30, 2015	December 31, 2014
Risk-free interest rate	0.2% - 1.0%	0.1% - 1.0%
	(0.7% weighted average)	(0.7% weighted average)
Expected volatility	69.5% - 92.9%	95%
	(86.1% weighted average)

18

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

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	)
Six Months Ended June 30, 2015
Derivative warrant liability	$	(955	)	$	557		$	(724	)	$	-	$	(1,122	)	$	557
Derivative conversion liability		-			-			-			-		-			-
Total Level 3 fair value	$	(955	)	$	557		$	(724	)	$	-	$	(1,122	)	$	557
Six Months Ended June 30, 2014
Derivative warrant liability	$	(1,685	)	$	(1,670	)	$	(7,021	)	$	8,902	$	(1,474	)	$	26
Derivative conversion liability		-			(58	)		(589	)		647		-			-
Total Level 3 fair value	$	(1,685	)	$	(1,728	)	$	(7,610	)	$	9,549	$	(1,474	)	$	26

(1) Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.

NOTE 15. RELATED PARTY TRANSACTIONS

Transactions with Baruch Halpern

Entities beneficially owned by Baruch Halpern, a director, invested $2.6 million in our subordinated convertible notes and related warrants in 2012.  The terms of the notes beneficially owned by Mr. Halpern were modified in the fourth quarter of 2013. These notes were extinguished and replaced with new subordinated notes in the second quarter of 2015.  The loss on extinguishment recognized in the second quarter of 2015 related to this transaction was approximately $0.8 million.  In all periods presented, we paid less than $0.1 million of interest on subordinated notes beneficially owned by Mr. Halpern.

Transactions with W. John Short

W. John Short, our chief executive officer and director, invested in our subordinated convertible notes and related warrants $25 thousand in January 2012 and $25 thousand in April 2013.  The terms of the notes beneficially owned by Mr. Short were modified in the fourth quarter of 2013.  These notes were extinguished and replaced with new subordinated notes in the second quarter of 2015.  The loss on extinguishment recognized in the second quarter of 2015 related to this transaction was approximately $16 thousand.  In all periods presented, we paid less than $10 thousand of interest on subordinated notes beneficially owned by Mr. Short.

NOTE 16. INCOME TAXES

Due to offerings and conversions occurring between December 2013 and May 2014, we believe our ability to utilize previously accumulated net operating loss carryforwards are subject to substantial annual limitations due to “change in ownership” provisions of the Internal Revenue Code of 1986, as amended, and similar state regulations.  Therefore in 2014, we recorded the impact of the expiration of substantial net operating loss carryforwards prior to utilization.  We have not yet finalized the exact amount of such limitation, as the rules in this area are complex, and our estimate of the annual limitation is subject to change.

NOTE 17. CONCENTRATION OF CREDIT RISK

One USA segment customer accounted for approximately 32% of our consolidated revenues for the six months ended June 30, 2015 and 31% of our consolidated revenues for the six months ended June 30, 2014.  This customer accounted for approximately 9% and 17% of our consolidated accounts receivable balances at June 30, 2015 and 2014, respectively.

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RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 18. SUBSEQUENT EVENT

Effective August 11, 2015, we exercised our termination rights pursuant to the Distribution and Cooperation Agreement (Agreement) entered into with BENEO-Remy, N.V. (Beneo) as amended and originally entered into in September 2011. The Agreement granted exclusive international distribution to Beneo for our stabilized rice bran products and required Beneo to meet certain minimum purchase requirements which have not been met. The exclusive territory covered by the Agreement was comprised of Europe, Middle East, Africa, Australia, New Zealand, Russia and India. New distributors are being appointed for the countries, territories, and markets formerly included in the exclusive territory.  We expect to appoint multiple distributors across several geographies in the coming months.

On August 11, 2015 we entered into an amendment to the Nutra SA LLC agreement described in Note 6. Under the terms of the amendment the 4% Yield will no longer be owed to the Investors. The distribution rights were also modified. This includes a change to the Investors’ first out payment preference from 2.3 to 2.0 times their capital distributions. In addition, the Investors’ drag along trigger date is deferred to January 1, 2018.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis addresses material changes in the results of operations and financial condition of RiceBran Technologies and subsidiaries for the periods presented.  This discussion and analysis should be read in conjunction with the consolidated financial statements, the related notes thereto, and management’s discussion and analysis of results of operations and financial condition included in our Annual Report on Form 10-K, for the year ended December 31, 2014.

In 2014 and the first six months of 2015, we continued to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern.  We believe that we will be able to obtain additional funds to operate our business, should it be necessary, however, 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.

As described further in Note 5 of our consolidated financial statements, in January 2014, we completed the acquisition of H&N Distribution, Inc. (HN), the operations of which are accretive to cash flows.  Our Brazilian subsidiary, Irgovel, recently completed the final stages of a major capital expansion. Throughout 2014, significant cash was used during the shutdown period and subsequent restart of the plant. Operations at Irgovel have begun to improve during the second quarter of 2015, such that Irgovel should be operating at its targeted capacity in the second half of 2015 subject to raw bran availability.

We are a human food ingredient, functional food ingredient, packaged functional food 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), the ProRyza family of rice bran protein-based products and other valuable derivatives extracted from these core products.  Our target markets are natural food, functional food, nutritional supplement and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally.

We have two reportable operating segments: (i) USA segment, which manufactures and distributes SRB in various granulations, Stage II products (described below) and Proryza products; in addition, we formulate and package finished consumer products for our customers on a business-to-business basis at our Healthy Natural Inc. plant in Irving, Texas; and (ii) Brazil segment, which extracts crude RBO and DRB from raw rice bran, which are then further processed into degummed rice bran oil, dewaxed rice bran oil, neutralized rice bran oil and fully refined rice bran oil for sale internationally and in Brazil, compounded animal nutrition products and a number of valuable human food and animal nutrition products derivatives and co-products. In addition we incur corporate and other expenses not directly attributable to operating segments, which include costs related to our corporate staff, general and administrative expenses including public company expenses, intellectual property, professional fees, and other expenses.  No corporate allocations, including interest, are made to the operating 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 human food ingredients and functional foods for use in meats, baked goods, cereals, batters and breadings, health foods, nutritional supplements, nutraceuticals and high-end animal nutrition and health products.

The USA segment produces SRB inside two rice bran stabilization facilities, located within supplier rice mills in Arbuckle and West Sacramento, California, and one owned facility in Mermentau, Louisiana.  At Dillon, Montana, the USA segment produces our Stage II products including: RiSolubles, a highly nutritious, carbohydrate and lipid rich fraction of SRB; RiFiber, a fiber rich derivative of SRB, RiBalance, a complete rice bran nutritional package derived from further processing RiBalance, and ProRyza, protein-based products.  “Stage II” refers to the patented processes run at our Dillon, Montana facility and describes products produced at that facility using our patented processes.  The manufacturing facilities included in our USA segment have proprietary processing equipment and process patented technology for the stabilization and further processing of rice bran into finished products.  Beginning January 2, 2014, with the acquisition of HN, we also formulate and copack products at a leased facility in Irving, Texas.  We lease two facilities in West Sacramento, California that house offices, a laboratory, and two warehouse facilities.  We use an owned facility in Lake Charles, Louisiana, as a temporary warehouse.  In the three and six months ended June 30, 2015, approximately 85% and 83% of USA segment revenue was from sales of human food products and the remainder was from sales of animal nutrition products.

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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, including degummed oil, lecithin, dewaxed oil, rice wax, neutralized oil and free fatty acids used in the detergent industry.  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 the first half of 2015 Irgovel made initial sales of human grade stabilized defatted rice bran to the meat industry in the North American market.  In 2014, approximately 39% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products.  In the three and six months ended June 30, 2015, approximately 49% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products.

Results of Operations

THREE MONTHS ENDED JUNE 30, 2015 and 2014

Consolidated net loss attributable to RiceBran Technologies shareholders for the three months ended June 30, 2015, was $3.5 million, or $0.38 per share, compared to a loss of $15.1 million, or $3.52 per share, for the three months ended June 30, 2014.

Revenue and Gross Profit

Revenues (in thousands):

	Three Months Ended June 30,
	2015		% of Total Revenues		2014		% of Total Revenues		Change			% Change
USA segment	$	6,889		60.4	$	6,748		59.5	$	141			2.1
Brazil segment		4,516		39.6		4,595		40.5		(79	)		(1.7	)
Total revenues	$	11,405		100.0	$	11,343		100.0	$	62			0.5

Consolidated revenues for the three months ended June 30, 2015, were $11.4 million compared to $11.3 million in the prior year period, an increase of $0.1 million, or 0.5%.

USA segment revenues increased $0.1 million, or 2.1% in 2015 compared to 2014.  Decreased sales to traditional consumer packaged goods customers in both the US and Europe were offset by increased sales of higher margin functional food ingredients and packaged functional foods in the US market.  We continue to focus on improving our sales mix by increasing sales of the higher margin human nutrition product revenues.

Brazil segment revenues increased 35% on a local currency basis, but decreased $0.1 million, or 1.7% in 2015 compared to 2014 as a result of the decline in exchange rate between the Brazilian Real and the US Dollar.  Revenues from oil, oil related products and bulk DRB were up compared to prior year and were partially offset by a decline in bagged animal feed volume.  However, due to the quarter over quarter 27% decline in the Brazilian Real versus US Dollar exchange rate, the revenue gains on a local currency basis where completely negated.  In addition, revenues in the first half of the second quarter of 2015 were negatively impacted by the availability and quality of raw bran from suppliers. Lower quality raw bran (i.e. high fatty acid levels) resulted in lower quality oil after extraction.  The high acid oil resulted in depressed pricing for oil products.  By the end of the quarter, the quality issues subsided.

Gross profit (in thousands):

	Three Months Ended June 30,
	2015			Gross Profit %			2014			Gross Profit %			Change		Change in Gross Profit %
USA segment	$	2,251			32.7		$	1,632			24.2		$	619		8.5
Brazil segment		(16	)		(0.4	)		(436	)		(9.5	)		420		9.1
Total gross profit	$	2,235			19.6		$	1,196			10.5		$	1,039		9.1

Consolidated gross profit increased $1.0 million, or 9.1 percentage points, to $2.2 million for the three months ended June 30, 2015, compared to $1.2 million in the prior year period.

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The USA segment gross profit increased $0.6 million, to $2.3 million in 2015, from $1.6 million in 2014.  The 8.5 percentage point improvement in gross profit percentage was attributable to the continuing shift in sales mix to higher margin functional food ingredients and packaged functional foods.  Raw bran cost decreases also contributed to improving gross profit when comparing quarter over quarter. The cost of raw bran declined by approximately 20% in California and 30% in Louisiana when comparing the current quarter to the prior year.

Brazil segment gross profit increased $0.4 million, or 9.1 percentage points.  The improvement is primarily due to plant efficiency related to increasing the volume of raw bran processed and improving sales mix towards higher margin oil related products as a percentage of overall revenues.  Raw bran processed in the second quarter of 2015 increased 19% over the prior year and reflects the improvements in efficiencies related to the plant shut down and restart as operations begin to normalize. Continuing improvement in gross profit is anticipated as processing volume increases and raw bran availability and quality issues are mitigated.

Operating Expenses (in thousands):

	Three Months Ended June 30, 2015
	Corporate			USA		Brazil			Consolidated
Selling, general and administrative	$	1,442		$	747	$	1,163		$	3,352
Depreciation and amortization		19			395		15			429
Total operating expenses	$	1,461		$	1,142	$	1,178		$	3,781
	Three Months Ended June 30, 2014
	Corporate			USA		Brazil			Consolidated
Selling, general and administrative	$	1,338		$	1,054	$	1,023		$	3,415
Depreciation and amortization		14			559		186			759
Total operating expenses	$	1,352		$	1,613	$	1,209		$	4,174
	Favorable (Unfavorable) Change
	Corporate			USA		Brazil			Consolidated
Selling, general and administrative	$	(104	)	$	307	$	(140	)	$	63
Depreciation and amortization		(5	)		164		171			330
Total operating expenses	$	(109	)	$	471	$	31		$	393

Consolidated operating expenses were $3.8 million for the second quarter of 2015, compared to $4.2 million for the second quarter of 2014, a decrease of $0.4 million.

Corporate segment selling, general and administrative expenses (SG&A) increased $0.1 million most notably due to recording stock based compensation expenses related to new issuances of restricted shares and incentive stock options under the 2014 Equity Incentive Plan.

USA segment SG&A expenses decreased $0.3 million primarily due to changes in salary, wages, and benefit related expenses.  USA segment depreciation and amortization expense decreased $0.2 million due to incremental declines in amortization expense of intangible assets associated with the acquisition of HN in 2014.

Brazil segment SG&A expenses increased $0.1 million primarily due to termination costs associated with a reduction in staff.  Brazil segment depreciation and amortization expense decreased $0.2 million due to intangible assets becoming fully amortized in 2015.

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Other Income (Expense) (in thousands):

	Three Months Ended June 30, 2015
	Corporate			USA		Brazil			Consolidated
Interest income	$	-		$	-	$	19		$	19
Interest expense		(357	)		-		(518	)		(875	)
Foreign currency exchange, net		-			-		32			32
Loss on extinguishment		(1,904	)		-		-			(1,904	)
Change in fair value of derivative warrant and conversion liabilities		384			-		-			384
Financing expense		-			-		-			-
Other		-			-		(74	)		(74	)
Other income (expense)	$	(1,877	)	$	-	$	(541	)	$	(2,418	)
	Three Months Ended June 30, 2014
	Corporate			USA		Brazil			Consolidated
Interest income	$	-		$	-	$	22		$	22
Interest expense		(6,860	)		-		(564	)		(7,424	)
Foreign currency exchange, net		-			-		60			60
Loss on extinguishment		(892	)		-		-			(892	)
Change in fair value of derivative warrant and conversion liabilities		(3,786	)		-		-			(3,786	)
Financing expense		(950	)		-		-			(950	)
Other		-			-		(107	)		(107	)
Other income (expense)	$	(12,488	)	$	-	$	(589	)	$	(13,077	)
	Favorable (Unfavorable) Change
	Corporate			USA		Brazil			Consolidated
Interest income	$	-		$	-	$	(3	)	$	(3	)
Interest expense		6,503			-		46			6,549
Foreign currency exchange, net		-			-		(28	)		(28	)
Loss on extinguishment		(1,012	)		-		-			(1,012	)
Change in fair value of derivative warrant and conversion liabilities		4,170			-		-			4,170
Financing expense		950			-		-			950
Other		-			-		33			33
Other income (expense)	$	10,611		$	-	$	48		$	10,659

Consolidated other expense was $2.4 million for the second quarter of 2015, compared to other expense of $13.1 million for the second quarter of 2014.

The Corporate segment experienced a $6.5 million decrease in interest expense. In May 2014, the convertible notes issued in the private placement offerings in March 2014 and May 2014 were converted, and we recognized interest expense of $6.2 million, to accrete the notes to their face value.

The Corporate segment experienced a $1.0 million increase in debt extinguishment expense. In May 2015, the majority of the outstanding subordinated notes were extinguished and replaced with new subordinated notes. When the notes were extinguished, we recognized loss on extinguishment of debt of $1.9 million which represents recognition of the unamortized discount and the fair value of warrants.

The Corporate segment experienced a $4.2 million favorable change in 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 changes in our stock price between periods contributed to the decrease in expense.

The Corporate segment experienced a $1.0 million decrease in financing expense. In 2014, the $1.0 million of financing expense in the second quarter was associated with the May 2014 private placement issuance of convertible notes and related warrants and represented the excess of the values assigned to the equity warrants and derivative liability warrants, at issuance, over the net proceeds from issuance.

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SIX MONTHS ENDED JUNE 30, 2015 and 2014

Consolidated net loss attributable to RiceBran Technologies shareholders for the six months ended June 30, 2015, was $6.5 million, or $0.71 per share, compared to a loss of $16.9 million, or $4.64 per share, for the six months ended June 30, 2014.

Revenue and Gross Profit

Revenues (in thousands):

	Six Months Ended June 30,
	2015		% of Total Revenues		2014		% of Total Revenues		Change		% Change
USA segment	$	11,952		56.7	$	11,741		61.7	$	211		1.8
Brazil segment		9,113		43.3		7,286		38.3		1,827		25.1
Total revenues	$	21,065		100.0	$	19,027		100.0	$	2,038		10.7

Consolidated revenues for the six months ended June 30, 2015, were $21.1 million compared to $19.0 million in the prior year period, an increase of $2.0 million, or 10.7%.

USA segment revenues increased $0.2 million, or 1.8% in 2015 compared to 2014.  Human nutrition product revenues increased $0.3 million while animal feed product revenues decreased $0.1 million.  We continue to focus on increasing the higher margin human nutrition products in our mix of revenues.

Brazil segment revenues increased $1.8 million, or 25.1% in 2015 compared to 2014.  Revenues for the first half of 2015 were negatively impacted by a nationwide truck drivers strike in Brazil related to disputes over diesel prices and fixed freight rates.  During the strike, Irgovel was unable to deliver or export product to customers for twelve days in February and March. However, the negative impact on operations resulting from receiving high acid bran impacted Irgovel through the end of the first quarter and into the second quarter.  Lower quality raw bran (i.e. high fatty acid levels) resulted in lower quality, and therefore lower prices for oil after extraction. However, revenues for the second quarter of 2015 on a local currency basis increased 35% in spite of issues related to availability and quality of raw bran from suppliers.  The 23% decline in the Brazilian Real versus US Dollar exchange rate for the comparable six month period partially offset the gains for the period resulting in the overall net improvement.

Gross profit (in thousands):

	Six Months Ended June 30,
	2015			Gross Profit %			2014			Gross Profit %			Change		Change in Gross Profit %
USA segment	$	3,901			32.6		$	3,248			27.7		$	653		4.9
Brazil segment		(611	)		(6.7	)		(638	)		(8.8	)		27		2.1
Total gross profit	$	3,290			15.6		$	2,610			13.7		$	680		1.9

Consolidated gross profit increased $0.7 million, or 1.9 percentage points, to $3.3 million for the six months ended June 30, 2015, compared to $2.6 million in the prior year period.

The USA segment gross profit increased $0.7 million, to $3.9 million in 2015, from $3.2 million in 2014. The improvement in gross profit percentage was attributable to the shift in sales mix to higher margin human nutrition and functional food products.  Additionally, raw bran cost decreased by approximately 14% in California and 45% in Louisiana for the first six months of 2015 compared to the first six months of 2014.

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Brazil segment gross profit increased slightly.  Gains in plant efficiency related to increasing volume of raw bran processed were offset by lower oil product prices related to the quality of raw bran from suppliers. While taking into account the plant shut down in the first quarter of 2014, raw bran processing increased 108% in the 2015 period. However, lower quality raw bran received in 2015 (i.e. high fatty acid levels) resulted in lower quality oil after extraction. The high acid oil resulted in depressed pricing for oil products. In addition to the revenue impact of shipping challenges created by a nationwide truck driver strike, the strike also impacted our ability to receive raw rice bran deliveries. Further, when bran eventually was delivered, the quality was impaired due to higher fatty acid levels associated with the extra time between milling and delivery to the plant. These challenges prevented the Brazil segment from reaching targeted production and revenue levels and resulted in negative gross profit. By the end of the 2015 second quarter, quality issues have subsided and bran availability and shipping is normalizing though at a lower level due to the impact of the Brazilian recession.

Operating Expenses (in thousands):

	Six Months Ended June 30, 2015
	Corporate			USA			Brazil			Consolidated
Selling, general and administrative	$	2,620		$	2,199		$	2,021		$	6,840
Depreciation and amortization		34			788			112			934
Total operating expenses	$	2,654		$	2,987		$	2,133		$	7,774
	Six Months Ended June 30, 2014
	Corporate			USA			Brazil			Consolidated
Selling, general and administrative	$	2,970		$	1,796		$	1,964		$	6,730
Depreciation and amortization		24			1,197			356			1,577
Total operating expenses	$	2,994		$	2,993		$	2,320		$	8,307
	Favorable (Unfavorable) Change
	Corporate			USA			Brazil			Consolidated
Selling, general and administrative	$	350		$	(403	)	$	(57	)	$	(110	)
Depreciation and amortization		(10	)		409			244			643
Total operating expenses	$	340		$	6		$	187		$	533

Consolidated operating expenses were $7.8 million for the first six months of 2015, compared to $8.3 million for the first six months of 2014, a decrease of $0.5 million.

Corporate segment selling, general and administrative expenses (SG&A) decreased $0.4 million.  Salary, wages, benefits, and labor related expenses decreased $0.3 million. The remaining decrease was the result of changes in temporary labor and professional fees.

USA segment SG&A expenses increased $0.4 million.  Salary, wages, and benefit related expenses increased $0.1 million.  Research and development expenses increased $0.2 million. The remaining change related to travel and marketing expenses.

Brazil segment SG&A expenses increased $0.1 million in 2015. An increase in termination costs associated with a reduction in staff was offset by declines in the exchange rates between the Brazilian Real and the US Dollar. The average exchange rate decreased 22% period over period.

USA segment depreciation and amortization expense decreased $0.4 million due to incremental declines in amortization expense of intangible assets associated with the acquisition of HN in 2014.

Brazil segment depreciation and amortization expense decreased $0.2 million due to intangible assets becoming fully amortized in 2015.

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Other Income (Expense) (in thousands):

	Six Months Ended June 30, 2015
	Corporate			USA		Brazil			Consolidated
Interest income	$	-		$	-	$	68		$	68
Interest expense		(650	)		-		(1,023	)		(1,673	)
Foreign currency exchange, net		-			-		(188	)		(188	)
Loss on extinguishment		(1,904	)		-		-			(1,904	)
Change in fair value of derivative warrant and conversion liabilities		557			-		-			557
Financing expense		-			-		-			-
Other		155			-		(147	)		8
Other income (expense)	$	(1,842	)	$	-	$	(1,290	)	$	(3,132	)
	Six Months Ended June 30, 2014
	Corporate			USA		Brazil			Consolidated
Interest income	$	-		$	-	$	37		$	37
Interest expense		(7,390	)		-		(1,363	)		(8,753	)
Foreign currency exchange, net		-			-		135			135
Loss on extinguishment		(892	)		-		-			(892	)
Change in fair value of derivative warrant and conversion liabilities		(1,728	)		-		-			(1,728	)
Financing expense		(2,072	)		-		-			(2,072	)
Other		-			-		(118	)		(118	)
Other income (expense)	$	(12,082	)	$	-	$	(1,309	)	$	(13,391	)
	Favorable (Unfavorable) Change
	Corporate			USA		Brazil			Consolidated
Interest income	$	-		$	-	$	31		$	31
Interest expense		6,740			-		340			7,080
Foreign currency exchange, net		-			-		(323	)		(323	)
Loss on extinguishment		(1,012	)		-		-			(1,012	)
Change in fair value of derivative warrant and conversion liabilities		2,285			-		-			2,285
Financing expense		2,072			-		-			2,072
Other		155			-		(29	)		126
Other income (expense)	$	10,240		$	-	$	19		$	10,259

Consolidated other expense was $3.1 million for the first six months of 2015, compared to other expense of $13.4 million for the first six months of 2014.

The Corporate segment experienced a $6.7 million decrease in interest expense.  In May 2014, the convertible notes issued in the private placement offering in March 2014 and May 2014 were converted, and we recognized interest expense of $6.2 million, to accrete the notes to their face value.

The Corporate segment experienced a $1.0 million increase in debt extinguishment expense. In May 2015, the majority of the outstanding subordinated notes were extinguished and replaced with new subordinated notes. When the notes were extinguished, we recognized loss on extinguishment of debt of $1.9 million which represents recognition of the unamortized discount and the fair value of warrants.

The Corporate segment also experienced a $2.3 million decrease 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 change in our stock price between periods contributed to the decrease in expense.  In addition, during the first half of 2015 we had no conversion liabilities.

The Corporate segment experienced a $2.1 million decrease in financing expense. In the first half of 2014, the $2.1 million of financing expense was associated with the March 2014 and May 2014 private placement issuance of convertible notes and related warrants and represented the excess of the values assigned to the equity warrants and derivative liability warrants, at issuance, over the net proceeds from issuance.

27

In the Brazil segment, the $0.3 million decrease in interest expense was a result of a decrease in average debt and interest bearing payables outstanding. The $0.3 million change in foreign currency exchange gain (loss) related to the impact of exchange rate fluctuations on the Brazil segment’s US Dollar denominated debt.

Liquidity and Capital Resources

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 the six months ended June 30, 2015 and 2014, is presented below by segment (in thousands).

	Six Months Ended June 30, 2015
	Corporate and USA			Brazil			Consolidated
Net loss	$	(3,569	)	$	(4,034	)	$	(7,603	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		1,259			1,085			2,344
Change in fair value of derivative warrant and conversion liabilities		(557	)		-			(557	)
Loss on extinguishment		1,904			-			1,904
Financing expense		-			-			-
Other adjustments, net		737			126			863
Changes in operating assets and liabilities		(755	)		1,442			687
Net cash used in operating activities	$	(981	)	$	(1,381	)	$	(2,362	)
	Six Months Ended June 30, 2014
	Corporate and USA			Brazil			Consolidated
Net loss	$	(14,223	)	$	(4,267	)	$	(18,490	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		1,734			1,553			3,287
Change in fair value of derivative warrant and conversion liabilities		1,728			-			1,728
Loss on extinguishment		892			-			892
Financing expense		2,072			-			2,072
Other adjustments, net		6,397			-			6,397
Changes in operating assets and liabilities		(1,101	)		763			(338	)
Net cash used in operating activities	$	(2,501	)	$	(1,951	)	$	(4,452	)

On a combined basis, the Corporate and USA segments used $1.0 million of cash in operating activities in the first six months of 2015, compared to using $2.5 million of operating cash in the first six months of 2014.  We funded the use of cash with available cash on hand derived from equity financings in 2014. On May 12, 2015, we entered into an $8 million senior secured credit facility agreement consisting of a $3.5 million maximum working capital revolver and two term loan tranches.  Pursuant to this agreement, cash contributions to the Brazil segment, exclusive of any release of restricted cash, may not exceed $2.0 million.  In addition to these funds, we are seeking to confirm an arbitration award issued in Brazil which would release to us approximately $1.9 million in an escrow account associated with the purchase of Irgovel.

The Brazil segment used $1.4 million in operating cash in the first six months of 2015, compared to using $2.0 million of operating cash in the first six months of 2014.  These losses were funded through additional equity contributions from the USA segment totaling $3.3 million and $5.8 million during the first half of 2015 and 2014, respectively.

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 risk, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides us financing and liquidity support or market risk or credit risk support.

28

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures on the date of the financial statements.  On an ongoing basis, we evaluate the estimates, including, but not limited to, those related to revenue recognition.  We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments.  Actual results could differ from those estimates.

For further information about other critical accounting policies, see the discussion of critical accounting policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue from contracts with customers, which supersedes current revenue recognition guidance and most industry-specific guidance.  Under the new standard we will recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which we expect to be entitled in exchange for those goods or services.  Revenue from a contract that contains multiple performance obligations will be allocated to each performance obligation generally on a relative standalone selling price basis.  The guidance is effective for our annual and interim periods beginning in 2017.  Early adoption is prohibited.  We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined the method by which we will adopt the standard in 2017.

In February 2015, the FASB issued guidance which makes targeted amendments to current consolidation guidance.  Among other things, the standard changes the manner in which we would assess one of the characteristics of variable interest entities (VIEs) and introduces a separate analysis specific to limited partnerships and similar entities (such as Nutra SA) for assessing if the equity holders at risk lack decision making.  Limited partnerships and similar entities will be a VIE unless the limited partners hold substantive kick-out rights or participating rights.  A right to liquidate an entity is akin to a kick-out right.  Guidance for limited partnerships under the voting model has been eliminated.  A limited partner and similar partners with a controlling financial interest obtained through substantive kick-out rights would consolidate a limited partnership or similar entity. The guidance is effective for our annual and interim periods beginning in 2016.  Early adoption is allowed.  We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined if we will early adopt the standard.

In April 2015, the FASB issued guidance on the presentation and disclosure of debt issuance costs.  The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset.  Debt disclosures will include the face amount of the debt liability and the effective interest rate.  The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015.  Early adoption permitted for financial statements that have not been previously issued. The adoption of this statement will impact future presentation and disclosures of the financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4.  Controls and Procedures

We evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

29

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

Information regarding certain legal proceedings to which we are a party can be found in the description of legal proceedings contained in our Annual Report on Form 10-K for the year ended December 31, 2014 and is incorporated herein by reference.  There have not been any material developments with respect to such proceedings during the quarter to which this report on Form 10-Q relates.

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.  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.  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.

Item 1A.  Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition, liquidity or future results.  The risks described in our Annual Report on Form 10-K are not the only risks facing our company.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended June 30, 2015, we issued the securities described below without registration under the Securities Act.  Unless otherwise indicated below, the securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.  All issuances below were made without any public solicitation, to a limited number of persons and were acquired for investment purposes only.

We granted shares of common stock to employees and directors as summarized in the table which follows.

Date of Issuance	Shares of Common Stock		Recipients	Vesting Period
June 23, 2015		72,044	Directors	June 23, 2016, or one day prior to our next annual meeting, if earlier
June 23, 2015		67,003	Executives	Three years, in annual instalments dated June 23, 2016, 2017 and 2018

We issued options as described in the table which follows.

Date of Issuance	Recipients	Number of Underlying Shares of Common Stock		Exercise Price Per Share		Vesting Period	Expiration
June 23, 2015	Executives		75,243	$	3.47	Three years, in 36 monthly instalments	June 23, 2025

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

30

Item 5. Other Information

Effective August 11, 2015, we exercised our termination rights pursuant to the Distribution and Cooperation Agreement (Agreement) entered into with BENEO-Remy, N.V. (Beneo) as amended and originally entered into in September 2011. The Agreement granted exclusive international distribution to Beneo for our stabilized rice bran products and required Beneo to meet certain minimum purchase requirements which have not been met. The exclusive territory covered by the Agreement was comprised of Europe, Middle East, Africa, Australia, New Zealand, Russia and India. New distributors are being appointed for the countries, territories, and markets formerly included in the exclusive territory.  We expect to appoint multiple distributors across several geographies in the coming months.

Item 6. Exhibits

The following exhibits are attached hereto and filed herewith:

31

Exhibit Number	Description of Exhibit
10.1	Loan, Guarantor and Security Agreement with Full Circle Capital Corporation, dated as of May 12, 2015 (2)
10.2	Term Loan Note, dated as of May 12, 2015, issued by RiceBran Technologies to Full Circle Capital Corporation (2)
10.3	Revolving Loan Note, dated as of May 12, 2015, issued by RiceBran Technologies to Full Circle Capital Corporation (2)
10.4	Intellectual Property Security Agreement, dated as of May 12, 2015 (2)
10.5	Pledge Agreement dated as of May 12, 2015, by and among RiceBran Technologies and Full Circle Capital Corporation (2)
10.6	Lender Warrant dated as of May 12, 2015 (2)
10.7	Subordination Agreement, dated as of May 12, 2015 by and among, certain subordinated note and warrant holders and Full Circle Capital Corporation (2)
10.8	Amendment to Loan Documents, dated as of May 12, 2015 by and among, RiceBran Technologies and certain subordinated note and warrant holders listed therein (2)
10.9	Third Amended and Restated Security Agreement, dated as of May 12, 2015, by and among, RiceBran Technologies and certain subordinated note and warrant holders listed therein (2)
10.10	Fourth Amendment to Employment Agreement with Jerry Dale Belt dated as of May 30, 2015 (3)
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS (1)	XBRL Instance Document
101.SCH (1)	XBRL Taxonomy Extension Schema Document
101.CAL (1)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1)	XBRL Taxonomy Extension Calculation Definition Document
101.LAB (1)	XBRL Taxonomy Extension Calculation Label Document
101.PRE (1)	XBRL Taxonomy Extension Calculation Presentation Document

(1) 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.

(2) Incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on May 15, 2015

(3) Incorporated herein by reference to exhibits previously filed on registrant’s current report on Form 8-K, filed on June 5, 2015

32

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  August 13, 2015
	/s/ W. John Short
	W. John Short
	Chief Executive Officer

/s/ J. Dale Belt

Jerry Dale Belt

Chief Financial Officer

33

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer

 Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, W. John Short, certify that:

1) I have reviewed this quarterly report on Form 10-Q of RiceBran Technologies;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report was prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s disclosure internal control over financial reporting.

Dated:  August 13, 2015	/s/ W. John Short
	Name: W. John Short
	Title: Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jerry Dale Belt, certify that:

1) I have reviewed this quarterly report on Form 10-Q of RiceBran Technologies;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report was prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s disclosure internal control over financial reporting.

Dated:  August 13, 2015	/s/ J. Dale Belt
	Name: Jerry Dale Belt
	Title: Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of RiceBran Technologies (the Company) for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the Report), each of the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Company.

Dated:  August 13, 2015
	/s/ W. John Short
	W. John Short
	Chief Executive Officer

/s/ J. Dale Belt

Jerry Dale Belt

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished in accordance with Securities and Exchange Commission Release No. 34-47551 and shall not be considered filed as part of the Form 10-Q.

XML

HN ACQUISITION (Details) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended
	Jan. 02, 2014	Jun. 30, 2015	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2015	Jun. 30, 2014	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract]
Goodwill - USA segment		$ 3,887	$ 5,099	$ 4,993	$ 3,887	$ 5,099	$ 3,796	$ 4,431	$ 4,139
Revenues		11,405	11,343		21,065	19,027
H and N [Member]
Business Acquisition [Line Items]
Amount of outstanding shares purchased		2,000			2,000
Amount payable through promissory note		3,300			3,300
Acquisition-related costs				$ 300
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract]
Cash	$ 1,800
Cash holdback for contingencies	200
Convertible notes payable	2,785
Total fair value of consideration transferred	4,785
Financial assets, including acquired cash of $1,075	1,314
Inventories	1,109
Property	963
Identified intangible asset estimate	3,847
Deferred income taxes, net	(1,529)
Financial liabilities	(1,709)
Net recognized amounts of identifiable assets acquired	3,995
Goodwill - USA segment	790
Acquired cash	1,075
Amount payable upon resolution of certain contingencies	200
Fair value of trade receivables	$ 100
Amortization expense		300			600
Revenues			$ 3,900			$ 6,400
H and N [Member] | Customer Relationships [Member]
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract]
Acquired intangible assets					3,800
Amortization of intangible in 2014		1,700			1,700
Amortization of intangible in 2015		1,300			1,300
Amortization of intangible in 2016		$ 800			$ 800

XML

SUBSEQUENT EVENTS (Details) - Aug. 11, 2015 - Subsequent Event [Member] - Nutra SA [Member] - Multiple	Total
Subsequent Event [Line Items]
Yield no longer owed to investors	4.00%
Investors first out payment prefernce	2.3
Amended first out payment prefernce	2.0

XML

COMMITMENTS AND CONTINGENCIES (Details) BRL in Millions, $ in Millions	Feb. 06, 2009 BRL	Jun. 30, 2015 USD ($)	Feb. 06, 2009 USD ($)
Sellers [Member]
Loss Contingencies [Line Items]
Amount of second installment on purchase agreement being withheld			$ 1.0
Settlement receivable from arbitration | BRL	BRL 4.9
Amount held in escrow		$ 1.9	$ 2.0
Amount of escrow liability in accrued expenses		1.6
Pre-acquisition contingencies		0.3
Escrow balance available to settle remaining contingencies		$ 1.6
Percentage of escrow funds committed to Nutra SA (in hundredths)		90.00%
Pending Litigation [Member] | Former Irgovel Stockholder David Resyng [Member]
Loss Contingencies [Line Items]
Damages sought by plaintiff		$ 3.0

XML

DEBT (Tables)

6 Months Ended

Jun. 30, 2015

DEBT [Abstract]

Current and long-term debt

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

	June 30, 2015		December 31, 2014
Corporate segment:
Subordinated notes, net	$	6,496	$	4,978
Senior secured term loan		1,801		-
Working capital revolver		1,056		-
Other		143		157
		9,496		5,135
Brazil segment:
Capital expansion loans		2,839		3,629
Working capital lines of credit		1,149		2,408
Advances on customer export orders		1,447		1,810
Special tax programs		2,705		3,016
Other		61		98
		8,201		10,961
Total debt		17,697		16,096
Current portion		4,290		4,808
Long-term portion	$	13,407	$	11,288

XML

BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 30, 2015

BASIS OF PRESENTATION [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue from contracts with customers, which supersedes current revenue recognition guidance and most industry-specific guidance.  Under the new standard we will recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which we expect to be entitled in exchange for those goods or services.  Revenue from a contract that contains multiple performance obligations will be allocated to each performance obligation generally on a relative standalone selling price basis.  The guidance is effective for our annual and interim periods beginning in 2017.  Early adoption is prohibited.  We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined the method by which we will adopt the standard in 2017.

In February 2015, the FASB issued guidance which makes targeted amendments to current consolidation guidance.  Among other things, the standard changes the manner in which we would assess one of the characteristics of variable interest entities (VIEs) and introduces a separate analysis specific to limited partnerships and similar entities (such as Nutra SA) for assessing if the equity holders at risk lack decision making.  Limited partnerships and similar entities will be a VIE unless the limited partners hold substantive kick-out rights or participating rights.  A right to liquidate an entity is akin to a kick-out right.  Guidance for limited partnerships under the voting model has been eliminated.  A limited partner and similar partners with a controlling financial interest obtained through substantive kick-out rights would consolidate a limited partnership or similar entity. The guidance is effective for our annual and interim periods beginning in 2016.  Early adoption is allowed.  We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined if we will early adopt the standard.

In April 2015, the FASB issued guidance on the presentation and disclosure of debt issuance costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption permitted for financial statements that have not been previously issued. The adoption of this statement will impact future presentation and disclosures of the financial statements.

XML

FAIR VALUE MEASUREMENT (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of convertible debt's excess value over carrying value	$ 100
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]
Total liabilities at fair value	9,500
Derivative Warrant Liability [Member] | Recurring [Member]
Fair values by input hierarchy of items measured at fair value on a recurring basis [Abstract]
Total liabilities at fair value	$ (1,122)	$ (955)
Derivative Warrant Liability [Member] | Recurring [Member] | Minimum [Member]
Fair value assumptions [Abstract]
Risk-free interest rate (in hundredths)	0.20%	0.10%
Expected volatility (in hundredths)	69.50%
Derivative Warrant Liability [Member] | Recurring [Member] | Maximum [Member]
Fair value assumptions [Abstract]
Risk-free interest rate (in hundredths)	1.00%	1.00%
Expected volatility (in hundredths)	92.90%
Derivative Warrant Liability [Member] | Recurring [Member] | Weighted Average [Member]
Fair value assumptions [Abstract]
Risk-free interest rate (in hundredths)	0.70%	0.70%
Expected volatility (in hundredths)	86.10%	95.00%
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]
Total liabilities at fair value	$ 0	$ 0
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]
Total liabilities at fair value	0	0
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]
Total liabilities at fair value	$ (1,122)	$ (955)

XML

PROPERTY (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property	$ 38,232	$ 40,633
Less accumulated depreciation	16,874	15,880
Property, net	21,358	24,753
Amount payable for capital expansion project additions	100
Land [Member]
Property, Plant and Equipment [Line Items]
Property	345	364
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property	457	539
Plant [Member]
Property, Plant and Equipment [Line Items]
Property	14,758	15,942
Computer and Software [Member]
Property, Plant and Equipment [Line Items]
Property	1,709	1,701
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property	637	568
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property	$ 20,326	$ 21,519

XML

LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN (Details) - May. 12, 2015 $ in Millions	USD ($) Tranche
Line of Credit Facility [Line Items]
Term loan tranches | Tranche	2
Senior Secured Credit Facility [Member]
Line of Credit Facility [Line Items]
Credit facility agreement	$ 8.0
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Maximum working capital revolver	3.5
Revolving Credit Facility [Member] | Brazil [Member]
Line of Credit Facility [Line Items]
Amount held in escrow	1.9
Revolving Credit Facility [Member] | Brazil [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Maximum restricted cash	$ 2.0

XML

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Apr. 30, 2013	Dec. 31, 2012	Jan. 31, 2012
Related Party Transaction [Line Items]
Loss on extinguishment of debt	$ (1,904)	$ (892)	$ (1,904)	$ (892)
Interest paid			848	1,258
Director - Baruch Halpern [Member] | Convertible Subordinated Debt [Member]
Related Party Transaction [Line Items]
Due to related parties						$ 2,600
Loss on extinguishment of debt	800
Chief Executive Officer and Director [Member] | Convertible Subordinated Debt [Member]
Related Party Transaction [Line Items]
Due to related parties					$ 25		$ 25
Loss on extinguishment of debt	16
Maximum [Member] | Director - Baruch Halpern [Member] | Convertible Subordinated Debt [Member]
Related Party Transaction [Line Items]
Interest paid	100	100	100	100
Maximum [Member] | Chief Executive Officer and Director [Member] | Convertible Subordinated Debt [Member]
Related Party Transaction [Line Items]
Interest paid	$ 10	$ 10	$ 10	$ 10

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DEBT (Details) $ in Thousands, BRL in Millions			3 Months Ended		6 Months Ended
	May. 12, 2015 USD ($) Tranche	May. 12, 2015 USD ($) Tranche	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 BRL	Dec. 31, 2014 USD ($)	Jul. 31, 2012 BRL
Debt Instrument [Line Items]
Total debt			$ 17,697		$ 17,697			$ 16,096
Current portion			4,290		4,290			4,808
Long-term portion			13,407		13,407			11,288
Number of loan tranches | Tranche		2
Loss on extinguishment of debt			(1,904)	$ (892)	(1,904)	$ (892)
Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Secured credit facility agreement	$ 8,000	$ 8,000
Amount borrowed	8,000	8,000
Corporate Segment [Member]
Debt Instrument [Line Items]
Total debt			9,496		9,496			5,135
Corporate Segment [Member] | Warrant [Member]
Debt Instrument [Line Items]
Loss on extinguishment of debt					700
Corporate Segment [Member] | Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Secured credit facility agreement	$ 8,000	$ 8,000
Number of loan tranches | Tranche	2
Stated annual interest rate (in hundredths)	11.50%	11.50%
Maturity date of note	Jun. 01, 2018
Amount borrowed	$ 8,000	$ 8,000
Subordinated note interest rate (in hundredths)	11.50%	11.50%
Corporate Segment [Member] | Senior Secured Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Cash on hand per liquidity covenant	$ 1,000	$ 1,000
Brazil Segment [Member]
Debt Instrument [Line Items]
Total debt			8,201		8,201			10,961
Subordinated Notes, Net [Member] | Corporate Segment [Member]
Debt Instrument [Line Items]
Total debt			$ 6,496		$ 6,496			4,978
Stated annual interest rate (in hundredths)			11.75%		11.75%		11.75%
Principal amount outstanding of subordinated notes			$ 6,500		$ 6,500
Maturity date of note					Jun. 01, 2018
Debt Instrument, Unamortized Discount			$ 100		$ 100
Average annual interest rate for accreting the notes up to face value (in hundredths)					24.50%
Percentage of note holders who agreed to extend maturity date (in hundredths)					97.00%
Subordinated note interest rate (in hundredths)			11.75%		11.75%		11.75%
Loss on extinguishment of debt					$ 1,900
Remaining Subordinated Debt [Member] | Corporate Segment [Member]
Debt Instrument [Line Items]
Stated annual interest rate (in hundredths)			5.00%		5.00%		5.00%
Maturity date of note					Jul. 31, 2016
Subordinated note interest rate (in hundredths)			5.00%		5.00%		5.00%
Other [Member] | Corporate Segment [Member]
Debt Instrument [Line Items]
Total debt			$ 143		$ 143			157
Other [Member] | Brazil Segment [Member]
Debt Instrument [Line Items]
Total debt			61		61			98
Capital Expansion Loans [Member] | Brazil Segment [Member]
Debt Instrument [Line Items]
Total debt			$ 2,839		$ 2,839			3,629
Stated annual interest rate (in hundredths)			6.50%		6.50%		6.50%
Principal amount outstanding of subordinated notes | BRL							BRL 7.5
Maturity date of note					Dec. 31, 2021
Available for working capital | BRL							BRL 1.5
Subordinated note interest rate (in hundredths)			6.50%		6.50%		6.50%
Working Capital Lines of Credit [Member] | Brazil Segment [Member]
Debt Instrument [Line Items]
Total debt			$ 1,149		$ 1,149			2,408
Maturity date of note			Sep. 30, 2019
Borrowing capacity, percentage of collateral, lower range limit (in hundredths)			30.00%		30.00%		30.00%
Borrowing capacity, percentage of collateral, upper range limit (in hundredths)			100.00%		100.00%		100.00%
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | Minimum [Member]
Debt Instrument [Line Items]
Stated annual interest rate (in hundredths)			10.40%		10.40%		10.40%
Subordinated note interest rate (in hundredths)			10.40%		10.40%		10.40%
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | Maximum [Member]
Debt Instrument [Line Items]
Stated annual interest rate (in hundredths)			34.80%		34.80%		34.80%
Subordinated note interest rate (in hundredths)			34.80%		34.80%		34.80%
Working Capital Lines of Credit [Member] | Brazil Segment [Member] | Average [Member]
Debt Instrument [Line Items]
Stated annual interest rate (in hundredths)			25.40%		25.40%		25.40%
Subordinated note interest rate (in hundredths)			25.40%		25.40%		25.40%
Advances on Customer Export Orders [Member] | Brazil Segment [Member]
Debt Instrument [Line Items]
Total debt			$ 1,447		$ 1,447			1,810
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | Minimum [Member]
Debt Instrument [Line Items]
Stated annual interest rate (in hundredths)			5.00%		5.00%		5.00%
Subordinated note interest rate (in hundredths)			5.00%		5.00%		5.00%
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | Maximum [Member]
Debt Instrument [Line Items]
Stated annual interest rate (in hundredths)			10.00%		10.00%		10.00%
Subordinated note interest rate (in hundredths)			10.00%		10.00%		10.00%
Advances on Customer Export Orders [Member] | Brazil Segment [Member] | Average [Member]
Debt Instrument [Line Items]
Stated annual interest rate (in hundredths)			9.60%		9.60%		9.60%
Subordinated note interest rate (in hundredths)			9.60%		9.60%		9.60%
Special Tax Programs [Member] | Brazil Segment [Member]
Debt Instrument [Line Items]
Total debt			$ 2,705		$ 2,705			3,016
Stated annual interest rate (in hundredths)			13.80%		13.80%		13.80%
Maturity date of note					Jan. 31, 2029
Subordinated note interest rate (in hundredths)			13.80%		13.80%		13.80%
Third Credit Agreement [Member] | Brazil Segment [Member]
Debt Instrument [Line Items]
Secured credit facility agreement | BRL									BRL 1.7
Stated annual interest rate (in hundredths)									5.50%
Maturity date of note					Jul. 31, 2019
Amount borrowed | BRL									BRL 1.7
Subordinated note interest rate (in hundredths)									5.50%
Senior Secured Term Loan [Member] | Corporate Segment [Member]
Debt Instrument [Line Items]
Total debt			$ 1,801		$ 1,801			0
Average annual interest rate for accreting the notes up to face value (in hundredths)					27.10%
Working Capital Revolver [Member] | Corporate Segment [Member]
Debt Instrument [Line Items]
Total debt			1,056		$ 1,056			$ 0
Maximum working capital	$ 3,500	$ 3,500
Term Loan [Member] | Corporate Segment [Member]
Debt Instrument [Line Items]
Principal amount outstanding of subordinated notes			2,500		2,500
Debt Instrument, Unamortized Discount			$ 700		$ 700

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LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLAN

6 Months Ended

Jun. 30, 2015

LIQUIDITY AND MANAGEMENT'S PLAN [Abstract]

LIQUIDITY AND MANAGEMENT'S PLAN

NOTE 3. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLAN

In 2014 and the first six months of 2015, we continued to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern.  We believe that we will be able to obtain additional funds to operate our business, should it be necessary, however, 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.

As described further in Note 5, in January 2014, we completed the acquisition of HN, the operations of which are accretive to cash flows.  Our Brazilian subsidiary, Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), recently completed the final stages of a major capital expansion. Throughout 2014, significant cash was used during the shutdown period and subsequent restart of the plant. Operations at Irgovel have begun to improve during the second quarter of 2015, such that Irgovel should be operating at its targeted capacity in the second half of 2015 subject to raw bran availability. However, there are no assurances that this will occur.

On May 12, 2015, we entered into an $8 million senior secured credit facility agreement consisting of a $3.5 million maximum working capital revolver and two term loan tranches. These funds are being used for working capital and capital expenditure needs in both of our operating segments.  Pursuant to this agreement, cash contributions to the Brazil segment, exclusive of any release of restricted cash, may not exceed $2.0 million, all of which has been funded during the second quarter of 2015.  In addition to these funds, we are seeking to confirm an arbitration award issued in Brazil which would release to us approximately $1.9 million in an escrow account associated with the purchase of Irgovel. For further discussion of the escrow account, see Note 12.

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GOODWILL (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Goodwill [Roll Forward]
Beginning of period	$ 3,796	$ 4,993	$ 4,431	$ 4,139
Ending of period	3,887	5,099	3,887	5,099
USA Segment [Member]
Goodwill [Roll Forward]
Acquisition of H&N	0	0	0	675
Brazil Segment [Member]
Goodwill [Roll Forward]
Effect of foreign currency translation	$ 91	$ 106	$ (544)	$ 285

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2015

INVENTORIES [Abstract]

Inventories

Inventories are composed of the following (in thousands):

	June 30, 2015		December 31, 2014
Finished goods	$	1,382	$	1,103
Work in process		358		380
Raw materials		1,183		1,441
Packaging supplies		683		584
Total inventories	$	3,606	$	3,508

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REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Tables)

6 Months Ended

Jun. 30, 2015

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).

	June 30, 2015		December 31, 2014
Cash and cash equivalents	$	910	$	269
Other current assets (restricted $1,682 and $1,980)		3,905		4,735
Property, net (restricted $2,900 and  $3,727)		12,239		15,258
Goodwill and intangibles, net		3,097		3,722
Other noncurrent assets		37		34
Total assets	$	20,188	$	24,018
Current liabilities	$	6,399	$	5,346
Current portion of long-term debt (nonrecourse)		3,180		4,758
Long-term debt, less current portion (nonrecourse)		5,022		6,203
Total liabilities	$	14,601	$	16,307

Summary of changes in redeemable noncontrolling interest

A summary of changes in redeemable noncontrolling interest in Nutra SA follows for the three and six months ended June 30, 2015 and 2014 (in thousands).

	Three Months Ended						Six Months Ended
	2015			2014			2015			2014
Redeemable noncontrolling interest in Nutra SA, beginning of period	$	1,376		$	6,425		$	2,643		$	7,177
Investors' interest in net loss of Nutra SA		(432	)		(645	)		(1,076	)		(1,565	)
Investors' interest in other comprehensive loss of Nutra SA		62			108			(418	)		276
Accumulated Yield classified as other current liability		(144	)		(284	)		(287	)		(284	)
Redeemable noncontrolling interest in Nutra SA, end of period	$	862		$	5,604		$	862		$	5,604
Investors' average interest in Nutra SA		33.2	%		41.8	%		33.7	%		43.5	%

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EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period			$ 15,672
Balance at beginning of period (in shares)			9,383,571
Share-based compensation, employees and directors			$ 402
Warrants, issued to subordinated debt holders			699
Other			14
Foreign currency translation			(811)
Net loss	$ (3,526)	$ (15,060)	(6,527)	$ (16,925)
Balance at end of period	$ 36,451		$ 36,451
Balance at end of period (in shares)	9,525,869		9,525,869
Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period			$ 261,299
Balance at beginning of period (in shares)			9,383,571
Share-based compensation, employees and directors			$ 402
Share-based compensation, employees and directors (in shares)			139,047
Warrants, issued to subordinated debt holders			$ 699
Warrants, issued to lenders (in shares)			0
Other (in shares)			3,251
Other			$ 14
Foreign currency translation			0
Net loss			0
Balance at end of period	$ 289,416		$ 289,416
Balance at end of period (in shares)	14,544,401		14,544,401
Accumulated Deficit [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period			$ (242,470)
Share-based compensation, employees and directors			0
Warrants, issued to subordinated debt holders			0
Other			0
Foreign currency translation			0
Net loss			(6,527)
Balance at end of period	$ (248,997)		(248,997)
Accumulated Other Comprehensive Loss [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period			(3,157)
Share-based compensation, employees and directors			0
Warrants, issued to subordinated debt holders			0
Other			0
Foreign currency translation			(811)
Net loss			0
Balance at end of period	$ (3,968)		$ (3,968)

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PROPERTY (Tables)

6 Months Ended

Jun. 30, 2015

PROPERTY [Abstract]

Property, plant and equipment

Property, plant and equipment consist of the following (in thousands):

	June 30, 2015		December 31, 2014
Land	$	345	$	364
Furniture and fixtures		457		539
Plant		14,758		15,942
Computer and software		1,709		1,701
Leasehold improvements		637		568
Machinery and equipment		20,326		21,519
Property		38,232		40,633
Less accumulated depreciation		16,874		15,880
Property,  net	$	21,358	$	24,753

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GOODWILL (Tables)

6 Months Ended

Jun. 30, 2015

GOODWILL [Abstract]

Summary of goodwill activity

A summary of goodwill activity follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015			June 30, 2014
Goodwill, beginning of period	$	3,796	$	4,993	$	4,431		$	4,139
USA Segment - Acquisition of H&N		-		-		-			675
Brazil segment - Effect of foreign currency translation		91		106		(544	)		285
Goodwill, end of period	$	3,887	$	5,099	$	3,887		$	5,099

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BUSINESS

6 Months Ended

Jun. 30, 2015

BUSINESS [Abstract]

BUSINESS

NOTE 2. BUSINESS

We are a human food ingredient, functional food ingredient, packaged functional food 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), the ProRyza family of rice bran protein-based products and other valuable derivatives extracted from these core products.  Our target markets are natural food, functional food, nutritional supplement and animal nutrition manufacturers, wholesalers and retailers, both domestically and internationally.

We have two reportable operating segments: (i) USA segment, which manufactures and distributes SRB in various granulations, Stage II products (described below) and Proryza products; in addition, we formulate and package finished consumer products for our customers on a business-to-business basis at our Healthy Natural Inc. plant in Irving, Texas; and (ii) Brazil segment, which extracts crude RBO and DRB from raw rice bran, which are then further processed into degummed rice bran oil, dewaxed rice bran oil, neutralized rice bran oil and fully refined rice bran oil for sale internationally and in Brazil, compounded animal nutrition products and a number of valuable human food and animal nutrition products derivatives and co-products. In addition we incur corporate and other expenses not directly attributable to operating segments, which include costs related to our corporate staff, general and administrative expenses including public company expenses, intellectual property, professional fees, and other expenses.  No corporate allocations, including interest, are made to the operating 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 human food ingredients and functional foods for use in meats, baked goods, cereals, batters and breadings, health foods, nutritional supplements, nutraceuticals and high-end animal nutrition and health products.

The USA segment produces SRB inside two supplier rice mills in California and one owned facility in Louisiana.  A facility located in Lake Charles, Louisiana 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), and ProRyza, a family of protein products.  Stage II refers to the patented processes run at our Dillon, Montana facility and includes products produced at that facility using our patented processes.  In January 2014, we completed the acquisition of H&N Distribution Inc., now operating as Healthy Natural, Inc. (HN), which has been integrated into our USA segment.  HN is a formulator and co-packer of products targeted at customers in the direct marketing, internet sales and retail distribution markets, and operates a facility in Irving, Texas. HN serves the natural products, nutritional supplement and nutraceutical and functional food sectors.  We acquired HN as part of our strategy to vertically integrate our business in order to leverage our proprietary and patented technologies. Certain 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 the three and six months ended June 30, 2015, approximately 85% and 83% of USA segment revenue was from sales of human food products and the remainder was from sales of animal nutrition products.

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, including degummed oil, lecithin, dewaxed oil, rice wax, neutralized oil and free fatty acids used in the detergent industry.  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 the first half of 2015 Irgovel made initial sales of human grade stabilized defatted rice bran to the meat industry in the North American market.  In 2014, approximately 39% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products.  In the three and six months ended June 30, 2015, approximately 49% of Brazil segment product revenue was from sales of RBO products and the remainder was from sales of DRB products.

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EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS (Tables)

6 Months Ended

Jun. 30, 2015

EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS [Abstract]

Summary of equity activity

A summary of equity activity for the six months ended June 30, 2015, (in thousands, except share and per share data) follows.

	Common Stock				Accumulated			Accumulated Other Comprehensive			Total
	Shares		Amount		Deficit			Loss			Equity
Balance, December 31, 2014		9,383,571	$	261,299	$	(242,470	)	$	(3,157	)	$	15,672
Share-based compensation, employees and directors		139,047		402		-			-			402
Warrants, issued to subordinated debt holders		-		699		-			-			699
Other		3,251		14		-			-			14
Foreign currency translation		-		-		-			(811	)		(811	)
Net loss		-		-		(6,527	)		-			(6,527	)
Balance, June 30, 2015		9,525,869	$	262,414	$	(248,997	)	$	(3,968	)	$	9,449

Summary of stock option and warrant activity

A summary of stock option and warrant activity for the six months ended June 30, 2015, 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, 2014		269,642		$	12.12		7.9		6,503,959	$	5.77		4.3
Granted		75,243			3.47				589,669		5.25
Exercised		-			-				-		-
Forfeited, expired or cancelled		(18,750	)		21.74				-		-
Outstanding, June 30, 2015		326,135		$	9.57		8.0		7,093,628	$	5.73		3.9
Exercisable, June 30, 2015		151,981		$	15.37		6.4		7,093,628	$	5.73		3.9

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REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($) Multiple Representative	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) Representative	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Summary of carrying amounts included in consolidated balance sheets [Abstract]
Cash and cash equivalents	$ 2,621	$ 6,161	$ 2,621	$ 6,161	$ 3,610	$ 5,091
Other current assets (restricted $1,682 and $1,980)	860		860		1,071
Property, net (restricted $2,900 and $3,727)	21,358		21,358		24,753
Other noncurrent assets	586		586		88
Total assets	40,833		40,833		46,084
Current liabilities	15,609		15,609		15,130
Current portion of long-term debt (nonrecourse)	4,290		4,290		4,808
Long-term debt, less current portion (nonrecourse)	13,407		13,407		11,288
Total liabilities	30,522		30,522		27,769
Summary of changes for redeemable noncontrolling interest [Roll Forward]
Redeemable noncontrolling interest in Nutra SA, beginning of period			2,643
Redeemable noncontrolling interest in Nutra SA, end of period	862		862
Nutra SA [Member]
Summary of carrying amounts included in consolidated balance sheets [Abstract]
Cash and cash equivalents	910		910		269
Other current assets (restricted $1,682 and $1,980)	3,905		3,905		4,735
Property, net (restricted $2,900 and $3,727)	12,239		12,239		15,258
Goodwill and intangibles, net	3,097		3,097		3,722
Other noncurrent assets	37		37		34
Total assets	20,188		20,188		24,018
Current liabilities	6,399		6,399		5,346
Current portion of long-term debt (nonrecourse)	3,180		3,180		4,758
Long-term debt, less current portion (nonrecourse)	5,022		5,022		6,203
Total liabilities	14,601		14,601		16,307
Restricted portion of other current assets	1,682		1,682		1,980
Variable interest entity restricted portion of property, net	2,900		2,900		$ 3,727
Summary of changes for redeemable noncontrolling interest [Roll Forward]
Redeemable noncontrolling interest in Nutra SA, beginning of period	1,376	6,425	2,643	7,177
Investors' interest in net loss of Nutra SA	(432)	(645)	(1,076)	(1,565)
Investors' interest in other comprehensive loss of Nutra SA	62	108	(418)	276
Accumulated Yield classified as other current liability	(144)	(284)	(287)	(284)
Redeemable noncontrolling interest in Nutra SA, end of period	$ 862	$ 5,604	$ 862	$ 5,604
Investors' average interest in Nutra SA (in hundredths)	33.20%	41.80%	33.70%	43.50%
Irgovel [Member]
Summary of changes for redeemable noncontrolling interest [Roll Forward]
Minimum EBITDA triggering default status			$ 4,000
NutraCea [Member]
Summary of changes for redeemable noncontrolling interest [Roll Forward]
Number of representatives in management committee | Representative	3		3
Number of representatives in management committee upon default | Representative	2		2
Investors [Member]
Summary of changes for redeemable noncontrolling interest [Roll Forward]
Ownership percentage of noncontrolling owner (in hundredths)	32.10%		32.10%		34.70%
Number of representatives in management committee | Representative	2		2
Number of representatives in management committee upon default | Representative	3		3
Investors [Member] | Nutra SA [Member]
Summary of changes for redeemable noncontrolling interest [Roll Forward]
Yield earned beginning in January, 2014 (in hundredths)	4.00%		4.00%
Yield accumulated and unpaid	$ 900		$ 900
Multiplier of investors capital contribution | Multiple	2.3
Contributions to be made	$ 2,400		3,400
Drag along right termination amount	$ 50,000		$ 50,000

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CONCENTRATION OF CREDIT RISK (Details) - One Customer [Member] - USA [Member] - Customer Concentration Risk [Member]	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Revenue [Member]
Concentration Risk [Line Items]
Concentration risk, percentage (in hundredths)	32.00%	31.00%
Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk, percentage (in hundredths)	9.00%	17.00%

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Consolidated Statements of Operations (Unaudited) [Abstract]
Revenues	$ 11,405	$ 11,343	$ 21,065	$ 19,027
Cost of goods sold	9,170	10,147	17,775	16,417
Gross profit	2,235	1,196	3,290	2,610
Operating expenses:
Selling, general and administrative	3,352	3,415	6,840	6,730
Depreciation and amortization	429	759	934	1,577
Total operating expenses	3,781	4,174	7,774	8,307
Income (loss) from operations	(1,546)	(2,978)	(4,484)	(5,697)
Other income (expense):
Interest income	19	22	68	37
Interest expense - accreted on debt	(130)	(6,222)	(338)	(6,323)
Interest expense - other	(745)	(1,202)	(1,335)	(2,430)
Change in fair value of derivative warrant and conversion liabilities	384	(3,786)	557	(1,728)
Foreign currency exchange, net	32	60	(188)	135
Loss on extinguishment of debt	(1,904)	(892)	(1,904)	(892)
Financing expense	0	(950)	0	(2,072)
Other income	8	4	166	50
Other expense	(82)	(111)	(158)	(168)
Total other income (expense)	(2,418)	(13,077)	(3,132)	(13,391)
Loss before income taxes	(3,964)	(16,055)	(7,616)	(19,088)
Income tax benefit	6	350	13	598
Net loss	(3,958)	(15,705)	(7,603)	(18,490)
Net loss attributable to noncontrolling interest in Nutra SA	432	645	1,076	1,565
Net loss attributable to RiceBran Technologies shareholders	$ (3,526)	$ (15,060)	$ (6,527)	$ (16,925)
Loss per share attributable to RiceBran Technologies shareholders
Basic (in dollars per share)	$ (0.38)	$ (3.52)	$ (0.71)	$ (4.64)
Diluted (in dollars per share)	$ (0.38)	$ (3.52)	$ (0.71)	$ (4.64)
Weighted average number of shares outstanding
Basic (in shares)	9,167,789	4,274,442	9,160,999	3,649,387
Diluted (in shares)	9,167,789	4,274,442	9,160,999	3,649,387

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EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS, STOCK OPTION AND WARRANT ACTIVITY (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Options [Member]
Shares Under Options, Outstanding [Roll Forward]
Outstanding at beginning of period (in shares)	269,642
Granted (in shares)	75,243
Exercised (in shares)	0
Forfeited, expired or cancelled (in shares)	(18,750)
Outstanding at end of period (in shares)	326,135	269,642
Exercisable at end of period (in shares)	151,981
Options, Weighted Average Exercise Price [Roll Forward]
Outstanding at beginning of period (in dollars per share)	$ 12.12
Granted (in dollars per share)	3.47
Exercised (in dollars per share)	0
Forfeited, expired or cancelled (in dollars per share)	21.74
Outstanding at end of period (in dollars per share)	9.57	$ 12.12
Exercisable at end of period (in dollars per share)	$ 15.37
Options, Additional Disclosures [Abstract]
Outstanding, weighted average remaining contractual life	8 years	7 years 10 months 24 days
Exercisable, weighted average remaining contractual life	6 years 4 months 24 days
Equity and Liability Warrants [Member]
Shares Under Warrants [Roll Forward]
Outstanding at beginning of period (in shares)	6,503,959
Granted (in shares)	589,669
Exercised (in shares)	0
Forfeited, expired or cancelled (in shares)	0
Outstanding at end of period (in shares)	7,093,628	6,503,959
Exercisable at end of period (in shares)	7,093,628
Equity and Liability Warrants Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding at beginning of period (in dollars per share)	$ 5.77
Granted (in dollars per share)	5.25
Exercised (in dollars per share)	0
Forfeited, expired or cancelled (in dollars per share)	0
Outstanding at end of period (in dollars per share)	5.73	$ 5.77
Exercisable at end of period (in dollars per share)	$ 5.73
Equity and Liability Warrants, Additional Disclosures [Abstract]
Outstanding, weighted average remaining contractual life	3 years 10 months 24 days	4 years 3 months 18 days
Exercisable, weighted average remaining contractual life	3 years 10 months 24 days

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flow from operating activities:
Net loss	$ (7,603)	$ (18,490)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,344	3,287
Stock and share-based compensation	402	134
Change in fair value of derivative warrant and conversion liabilities	(557)	1,728
Loss on extinguishment of debt	1,904	892
Financing expense	0	2,072
Deferred tax benefit	(13)	(598)
Interest accreted	339	6,718
Other	135	143
Changes in operating assets and liabilities:
Accounts receivable	(363)	(471)
Inventories	(263)	287
Accounts payable and accrued expenses	1,432	(240)
Other	(119)	86
Net cash used in operating activities	(2,362)	(4,452)
Cash flows from investing activities:
Acquisition of HN, net of cash acquired	0	(725)
Purchases of property	(575)	(3,287)
Proceeds from sale of property	0	23
Net cash used in investing activities	(575)	(3,989)
Cash flows from financing activities:
Payments of debt	(7,348)	(11,332)
Proceeds from issuance of debt and related warrants, net of issuance costs	9,246	8,353
Redemption of stock	0	(450)
Proceeds from issuance of convertible debt and related warrants, net of costs	0	5,379
Proceeds from issuance of common stock and warrants, net of costs	0	7,553
Net cash provided by financing activities	1,898	9,503
Effect of exchange rate changes on cash and cash equivalents	50	8
Net change in cash and cash equivalents	(989)	1,070
Cash and cash equivalents, beginning of period	3,610	5,091
Cash and cash equivalents, end of period	2,621	6,161
Supplemental disclosures:
Cash paid for interest	848	1,258
Cash paid for income taxes	$ 0	$ 0

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FAIR VALUE MEASUREMENT (Tables)

6 Months Ended

Jun. 30, 2015

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
Total liabilities at fair value, as of June 30, 2015 - derivative warrant liabilities	$	-	$	-	$	(1,122	)	$	(1,122	)
Total liabilities at fair value, as of December 31, 2014 - derivative warrant liabilities	$	-	$	-	$	(955	)	$	(955	)

Additional assumptions used to calculate fair value

Additional assumptions that were used to calculate fair value follow.

	June 30, 2015	December 31, 2014
Risk-free interest rate	0.2% - 1.0%	0.1% - 1.0%
	(0.7% weighted average)	(0.7% weighted average)
Expected volatility	69.5% - 92.9%	95%
	(86.1% weighted average)

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	)
Six Months Ended June 30, 2015
Derivative warrant liability	$	(955	)	$	557		$	(724	)	$	-	$	(1,122	)	$	557
Derivative conversion liability		-			-			-			-		-			-
Total Level 3 fair value	$	(955	)	$	557		$	(724	)	$	-	$	(1,122	)	$	557
Six Months Ended June 30, 2014
Derivative warrant liability	$	(1,685	)	$	(1,670	)	$	(7,021	)	$	8,902	$	(1,474	)	$	26
Derivative conversion liability		-			(58	)		(589	)		647		-			-
Total Level 3 fair value	$	(1,685	)	$	(1,728	)	$	(7,610	)	$	9,549	$	(1,474	)	$	26

(1) Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.

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INCOME TAXES

6 Months Ended

Jun. 30, 2015

INCOME TAXES [Abstract]

INCOME TAXES

NOTE 16. INCOME TAXES

Due to offerings and conversions occurring between December 2013 and May 2014, we believe our ability to utilize previously accumulated net operating loss carryforwards are subject to substantial annual limitations due to “change in ownership” provisions of the Internal Revenue Code of 1986, as amended, and similar state regulations.  Therefore in 2014, we recorded the impact of the expiration of substantial net operating loss carryforwards prior to utilization.  We have not yet finalized the exact amount of such limitation, as the rules in this area are complex, and our estimate of the annual limitation is subject to change.

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BUSINESS (Details)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2015 Location	Jun. 30, 2015 Segment Location	Dec. 31, 2014
BUSINESS [Abstract]
Number of reportable business segments | Segment		2
Number of locations in California	2	2
Number of locations in Louisiana	1	1
Number of locations in Lake Charles, Louisiana	1	1
Revenue from Human Food Products [Member] | USA Segment Revenue [Member]
Concentration Risk [Line Items]
Concentration risk, percentage (in hundredths)	85.00%	83.00%
RBO Products [Member] | Brazil Segment Revenue [Member]
Concentration Risk [Line Items]
Concentration risk, percentage (in hundredths)	49.00%	49.00%	39.00%

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SUBSEQUENT EVENT

6 Months Ended

Jun. 30, 2015

SUBSEQUENT EVENT [Abstract]

SUBSEQUENT EVENT

NOTE 18. SUBSEQUENT EVENT

Effective August 11, 2015, we exercised our termination rights pursuant to the Distribution and Cooperation Agreement (Agreement) entered into with BENEO-Remy, N.V. (Beneo) as amended and originally entered into in September 2011. The Agreement granted exclusive international distribution to Beneo for our stabilized rice bran products and required Beneo to meet certain minimum purchase requirements which have not been met. The exclusive territory covered by the Agreement was comprised of Europe, Middle East, Africa, Australia, New Zealand, Russia and India. New distributors are being appointed for the countries, territories, and markets formerly included in the exclusive territory.  We expect to appoint multiple distributors across several geographies in the coming months.

On August 11, 2015 we entered into an amendment to the Nutra SA LLC agreement described in Note 6.  Under the terms of the amendment the 4% Yield will no longer be owed to the Investors.  The distribution rights were also modified. This includes a change to the Investors’ first out payment preference from 2.3 to 2.0 times their capital distributions. In addition, the Investors’ drag along trigger date is deferred to January 1, 2018.

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2015

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, 2014. The report of our independent registered public accounting firm that accompanies the audited consolidated financial statements for the year ended December 31, 2014, 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.The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

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.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue from contracts with customers, which supersedes current revenue recognition guidance and most industry-specific guidance.  Under the new standard we will recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which we expect to be entitled in exchange for those goods or services.  Revenue from a contract that contains multiple performance obligations will be allocated to each performance obligation generally on a relative standalone selling price basis.  The guidance is effective for our annual and interim periods beginning in 2017.  Early adoption is prohibited.  We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined the method by which we will adopt the standard in 2017.

In February 2015, the FASB issued guidance which makes targeted amendments to current consolidation guidance.  Among other things, the standard changes the manner in which we would assess one of the characteristics of variable interest entities (VIEs) and introduces a separate analysis specific to limited partnerships and similar entities (such as Nutra SA) for assessing if the equity holders at risk lack decision making.  Limited partnerships and similar entities will be a VIE unless the limited partners hold substantive kick-out rights or participating rights.  A right to liquidate an entity is akin to a kick-out right.  Guidance for limited partnerships under the voting model has been eliminated.  A limited partner and similar partners with a controlling financial interest obtained through substantive kick-out rights would consolidate a limited partnership or similar entity. The guidance is effective for our annual and interim periods beginning in 2016.  Early adoption is allowed.  We have not yet determined the impact that the new guidance will have on our results of operations and financial position and have not yet determined if we will early adopt the standard.

In April 2015, the FASB issued guidance on the presentation and disclosure of debt issuance costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption permitted for financial statements that have not been previously issued. The adoption of this statement will impact future presentation and disclosures of the financial statements.

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Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) [Abstract]
Net loss	$ (3,958)	$ (15,705)	$ (7,603)	$ (18,490)
Other comprehensive loss - foreign currency translation, net of tax	188	257	(1,229)	629
Comprehensive loss, net of tax	(3,770)	(15,448)	(8,832)	(17,861)
Comprehensive loss attributable to noncontrolling interest, net of tax	370	537	1,495	1,289
Total comprehensive loss attributable to RiceBran Technologies shareholders	$ (3,400)	$ (14,911)	$ (7,337)	$ (16,572)

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DEBT

6 Months Ended

Jun. 30, 2015

DEBT [Abstract]

DEBT

NOTE 11. DEBT

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

	June 30, 2015		December 31, 2014
Corporate segment:
Subordinated notes, net	$	6,496	$	4,978
Senior secured term loan		1,801		-
Working capital revolver		1,056		-
Other		143		157
		9,496		5,135
Brazil segment:
Capital expansion loans		2,839		3,629
Working capital lines of credit		1,149		2,408
Advances on customer export orders		1,447		1,810
Special tax programs		2,705		3,016
Other		61		98
		8,201		10,961
Total debt		17,697		16,096
Current portion		4,290		4,808
Long-term portion	$	13,407	$	11,288

USA Segment

On May 12, 2015, we entered into an $8 million senior secured credit facility agreement with a lender consisting of a $3.5 million maximum working capital revolver and two term loan tranches.  The credit facility will mature on June 1, 2018, with the potential for two one-year maturity extensions.  This credit facility is subject to certain financial and non-financial covenants which includes a minimum liquidity covenant that requires we maintain $1.0 million in cash on hand at all times.  We are currently in compliance with all covenants.  The term loans currently bear an interest rate of 11.50% per year, payable quarterly, with principal payments commencing in October 2016.  As of June 30, 2015, a term loan in the principal amount of $2.5 million remains outstanding with an unamortized debt discount of $0.7 million.  We are accreting the note up to its face value at an average annual interest rate of 27.1%.  As of June 30, 2015, the working capital revolver has a balance of $1.1 million.

As a result of the credit facility transaction, the notes for a majority of the subordinated note holders representing approximately 97% of the principal due were amended, resulting in a $1.9 million loss on extinguishment, which includes $0.7 million of warrants issued as discussed in Note 10. The maturity date on these notes was extended to June 1, 2018, with principal payments commencing in October 2016.The amendment also increased the interest to an annual rate of 11.75%.   The remaining subordinated notes that were not modified will continue to bear an interest rate of 5% per year and will mature in July 2016. We are accreting these notes up to their face value at an average annual interest rate of 24.5%. As of June 30, 2015, the remaining unamortized debt discount related to these notes was less than $0.1 million. All subordinated note interest is payable quarterly. As of June 30, 2015, subordinated notes in the principal amount of $6.5 million remain outstanding.

Brazil Segment

All Brazil segment debt is denominated in the Brazilian Real (R$), except advances on customer export orders which are denominated in U.S. Dollars.

Capital Expansion Loans

In December 2011, Irgovel entered into loan agreements with the Bank of Brazil.  As of June 30, 2015, the notes held a principal balance of R$7.5 million. The annual interest rate on the loans is 6.5%, payable quarterly and the loans mature December 2021.  Irgovel must make monthly principal payments under each of the loans.  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 an agreement with the bank under which it borrowed R$1.7 million 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 loans.  The capital expansion loans are 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 cannot exceed 30%-100% of the collateral, depending on the agreement.  The annual interest rates on this debt range from 10.4% to 34.8%, and average 25.4%.  Principal maturities of amounts outstanding extend through September 2019.

Advances on Customer Export Orders

Irgovel obtains advances against certain customer export orders from various banks.  The annual interest rates on these advances range from 5.0% to 10.0%, and average 9.6%.  Principal maturities of amounts outstanding extend through 2015.

Special Tax Programs

Irgovel has an unsecured note payable for Brazilian federal and social security taxes under special Brazilian government tax programs.  Principal and interest payments are due monthly through January 2029.  Interest on the notes is payable monthly at the Brazilian SELIC target rate, which was 13.8% at June 30, 2015.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 13, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	RiceBran Technologies
Entity Central Index Key	0001063537
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		9,525,869
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2015

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.

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 assert 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.  On October 29, 2010, we initiated an arbitration proceeding against the Sellers for breaches of the Purchase Agreement, including claims related to Sellers’ handling of the Resyng claim and whether any future payments are required under the Purchase Agreement.  On February 25, 2015, the arbitration panel issued its opinion along with a May 14, 2015 clarification and ordered the Sellers to pay Irgovel and us R$4.9 million plus arbitration fees, legal fees, and interest.  We are currently seeking to confirm and obtain a final award in Brazil.

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.  As of June 30, 2015, 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 June 30, 2015, totaling $1.6 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 June 30, 2015, $0.3 million of pre-acquisition contingencies have either been paid or specifically identified and accrued, leaving a balance of $1.6 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.  If and when received, we agreed to pay to Nutra SA ninety percent of any funds received from the escrow account or treat the funds retained as a distribution from Nutra SA and reduce our ownership percentage accordingly.

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 2,621	$ 3,610
Restricted cash	1,920	1,920
Accounts receivable, net of allowance for doubtful accounts of $568 and $574 (variable interest entity restricted $1,682 and $1,980)	3,022	3,055
Inventories	3,606	3,508
Income and operating taxes recoverable	864	737
Deferred tax asset	171	171
Deposits and other current assets	860	1,071
Total current assets	13,064	14,072
Property, net (variable interest entity restricted $2,900 and $3,727)	21,358	24,753
Goodwill	3,887	4,431
Intangible assets, net	1,938	2,740
Other long-term assets	586	88
Total assets	40,833	46,084
Current liabilities:
Accounts payable	3,044	3,286
Accrued salary, wages and benefits	2,728	2,206
Accrued expenses	4,687	4,257
Other liabilities	860	573
Current maturities of debt (variable interest entity nonrecourse $3,180 and $4,758)	4,290	4,808
Total current liabilities	15,609	15,130
Long-term debt, less current portion (variable interest entity nonrecourse $5,022 and $6,203)	13,407	11,288
Deferred tax liability	384	396
Derivative warrant liabilities	1,122	955
Total liabilities	$ 30,522	$ 27,769
Commitments and contingencies
Temporary equity:
Temporary Equity - Redeemable noncontrolling interest in Nutra SA	$ 862	$ 2,643
Equity attributable to RiceBran Technologies shareholders:
Preferred stock, 20,000,000 shares authorized and none issued	0	0
Common stock, no par value, 25,000,000 shares authorized, 9,525,869 and 9,383,571 shares issued and outstanding, respectively	262,414	261,299
Accumulated deficit	(248,997)	(242,470)
Accumulated other comprehensive loss	(3,968)	(3,157)
Total equity attributable to RiceBran Technologies shareholders	9,449	15,672
Total liabilities, temporary equity and equity	$ 40,833	$ 46,084

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REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA

6 Months Ended

Jun. 30, 2015

REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA [Abstract]

REDEEMABLE NONCONTROLLING INTEREST IN NUTRA SA

NOTE 6. 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).

	June 30, 2015		December 31, 2014
Cash and cash equivalents	$	910	$	269
Other current assets (restricted $1,682 and $1,980)		3,905		4,735
Property, net (restricted $2,900 and  $3,727)		12,239		15,258
Goodwill and intangibles, net		3,097		3,722
Other noncurrent assets		37		34
Total assets	$	20,188	$	24,018
Current liabilities	$	6,399	$	5,346
Current portion of long-term debt (nonrecourse)		3,180		4,758
Long-term debt, less current portion (nonrecourse)		5,022		6,203
Total liabilities	$	14,601	$	16,307

Nutra SA’s debt is secured by its accounts receivable and property.  The non-Brazilian entities in our consolidated group do not guarantee any of Nutra SA’s debt.

A summary of changes in redeemable noncontrolling interest in Nutra SA follows for the three and six months ended June 30, 2015 and 2014 (in thousands).

	Three Months Ended						Six Months Ended
	2015			2014			2015			2014
Redeemable noncontrolling interest in Nutra SA, beginning of period	$	1,376		$	6,425		$	2,643		$	7,177
Investors' interest in net loss of Nutra SA		(432	)		(645	)		(1,076	)		(1,565	)
Investors' interest in other comprehensive loss of Nutra SA		62			108			(418	)		276
Accumulated Yield classified as other current liability		(144	)		(284	)		(287	)		(284	)
Redeemable noncontrolling interest in Nutra SA, end of period	$	862		$	5,604		$	862		$	5,604
Investors' average interest in Nutra SA		33.2	%		41.8	%		33.7	%		43.5	%

In December 2010, we entered into a membership interest purchase agreement (MIPA) with AF Bran Holdings-NL LLC and AF Bran Holdings LLC (Investors).  As of June 30, 2015 and December 31, 2014, the Investors interest was 32.1% and 34.7%.  In the three and six months ended June 30, 2015, we invested an additional $2.4 million and $3.4 million in Nutra SA.  The Investors’ share of Nutra SA’s net income (loss) increases (decreases) redeemable noncontrolling interest.  We are restricted from competing with Nutra SA and Irgovel in Brazil as further described in the MIPA.

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 drag along rights which provide the Investors the ability to force a sale of Nutra SA assets in the future.  We have assessed the likelihood of the Investors exercising these rights as less than probable at June 30, 2015.  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.

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% (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, to the extent there is distributable cash, as defined in the LLC agreement.  As of June 30, 2015, our balance sheet includes an other liability of $0.9 million for Yield accumulated and unpaid.  Nutra SA has made no Yield payments.

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 contributions, less the aggregate amount of non-Yield distributions paid to the Investors, (ii) second, to us in an amount equal to twice 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 June 30, 2015, there have been no unwaived events of default.  Events of default, as defined in the MIPA and the October 2013 amendment of investment agreements, are failure of Irgovel to meet minimum annual processing targets or to achieve EBITDA of at least $4.0 million in any year beginning in 2015.

As of June 30, 2015, there have been no qualifying events.  The LLC agreement defines a qualifying event as the bankruptcy of RiceBran Technologies or Nutra SA.

The Investors have drag along rights, the right to force the sale of all Nutra SA assets after January 1, 2016.  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 drag along rights in the future.  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.

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HN ACQUISITION

6 Months Ended

Jun. 30, 2015

HN ACQUISITION [Abstract]

HN ACQUISITION

NOTE 5. HN ACQUISITION

In January 2014, we purchased all of the outstanding shares of HN for $2.0 million in cash ($1.8 million paid in January 2014 and $0.2 million payable upon the resolution of certain contingencies) and promissory notes in the face amount of $3.3 million, subject to working capital adjustments.  HN is an Irving, Texas-based formulator and co-packer of products targeted at customers in the direct marketing, internet sales and retail distribution markets. HN serves the natural products, nutritional supplement and nutraceutical and functional food sectors.  We acquired HN as part of our strategy to vertically integrate our business in order to leverage our proprietary and patented technologies. The acquisition has been accounted for as a business combination.  The results of HN’s operations are included in our consolidated financial statements beginning January 2, 2014, and are included in our USA segment.

In the first quarter of 2014, we incurred $0.3 million of acquisition-related costs which are included in selling, general and administrative expenses in the consolidated statements of operations.  The following table summarizes the aggregate purchase price allocation, the consideration transferred to acquire HN, as well as the amounts of identified assets acquired and liabilities assumed based on the estimated fair value as of the January 2, 2014, acquisition date (in thousands).

Cash	$	1,800
Cash holdback for contingencies		200
Convertible notes payable		2,785
Total fair value of consideration transferred		4,785
Financial assets, including acquired cash of $1,075		1,314
Inventories		1,109
Property		963
Identified intangible asset estimate		3,847
Deferred  income taxes, net		(1,529	)
Financial liabilities		(1,709	)
Net recognized amounts of identifiable assets acquired		3,995
Goodwill - USA segment	$	790

The fair value of trade receivables at January 2, 2014, was $0.1 million which equaled the gross amount receivable.  We have assigned a $3.8 million value to a customer relationship intangible and we are amortizing that intangible over a three year period as follows: $1.7 million in 2014, $1.3 million in 2015 and $0.8 million in 2016.  In the three and six months ended June 30, 2015, we recognized $0.3 million and $0.6 million of amortization expense in the USA segment related to this intangible.

Our consolidated revenues include $3.9 million and $6.4 million of HN revenues for the three and six months ended June 30, 2014. After making a reasonable effort, we have been unable to determine net income (loss) attributable to HN resulting from it being fully integrated into the USA segment during 2014.

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CONCENTRATION OF CREDIT RISK

6 Months Ended

Jun. 30, 2015

CONCENTRATION OF CREDIT RISK [Abstract]

CONCENTRATION OF CREDIT RISK

NOTE 17. CONCENTRATION OF CREDIT RISK

One USA segment customer accounted for approximately 32% of our consolidated revenues for the six months ended June 30, 2015 and 31% of our consolidated revenues for the six months ended June 30, 2014.  This customer accounted for approximately 9% and 17% of our consolidated accounts receivable balances at June 30, 2015 and 2014, respectively.

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2015

SEGMENT INFORMATION [Abstract]

SEGMENT INFORMATION

NOTE 13. 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 June 30, 2015	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	6,889		$	4,516		$	11,405
Cost of goods sold		-			4,638			4,532			9,170
Gross profit		-			2,251			(16	)		2,235
Depreciation and amortization (in selling, general and administrative)		(19	)		(395	)		(15	)		(429	)
Other operating expense		(1,442	)		(747	)		(1,163	)		(3,352	)
Income (loss) from operations	$	(1,461	)	$	1,109		$	(1,194	)	$	(1,546	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(3,332	)	$	1,109		$	(1,303	)	$	(3,526	)
Interest expense		357			-			518			875
Depreciation (in cost of goods sold)		-			296			457			753
Purchases of property		-			115			153			268
Six Months Ended June 30, 2015	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	11,952		$	9,113		$	21,065
Cost of goods sold		-			8,051			9,724			17,775
Gross profit		-			3,901			(611	)		3,290
Depreciation and amortization (in selling, general and administrative)		(34	)		(788	)		(112	)		(934	)
Other operating expense		(2,620	)		(2,199	)		(2,021	)		(6,840	)
Income (loss) from operations	$	(2,654	)	$	914		$	(2,744	)	$	(4,484	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(4,483	)	$	914		$	(2,958	)	$	(6,527	)
Interest expense		650			-			1,023			1,673
Depreciation (in cost of goods sold)		-			437			973			1,410
Purchases of property		-			351			224			575

Three Months Ended June 30, 2014	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	6,748		$	4,595		$	11,343
Cost of goods sold		-			5,116			5,031			10,147
Gross profit		-			1,632			(436	)		1,196
Depreciation and amortization (in selling, general and administrative)		(14	)		(559	)		(186	)		(759	)
Other operating expense		(1,338	)		(1,054	)		(1,023	)		(3,415	)
Income (loss) from operations	$	(1,352	)	$	19		$	(1,645	)	$	(2,978	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(13,490	)	$	19		$	(1,589	)	$	(15,060	)
Interest expense		6,859			-			565			7,424
Depreciation (in cost of goods sold)		-			260			773			1,033
Purchases of property		32			715			337			1,084
Six Months Ended June 30, 2014	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	11,741		$	7,286		$	19,027
Cost of goods sold		-			8,493			7,924			16,417
Gross profit		-			3,248			(638	)		2,610
Depreciation and amortization (in selling, general and administrative)		(24	)		(1,197	)		(356	)		(1,577	)
Other operating expense		(2,970	)		(1,796	)		(1,964	)		(6,730	)
Income (loss) from operations	$	(2,994	)	$	255		$	(2,958	)	$	(5,697	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(14,478	)	$	255		$	(2,702	)	$	(16,925	)
Interest expense		7,389			-			1,364			8,753
Depreciation (in cost of goods sold)		-			513			1,197			1,710
Purchases of property		116			858			2,313			3,287

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

	Corporate		USA		Brazil		Consolidated
As of June 30, 2015
Inventories	$	-	$	2,753	$	853	$	3,606
Property, net		450		8,670		12,238		21,358
Goodwill		-		790		3,097		3,887
Intangible assets, net		-		1,938		-		1,938
Total assets		3,676		16,969		20,188		40,833
As of December 31, 2014
Inventories		-		2,219		1,289		3,508
Property, net		135		9,360		15,258		24,753
Goodwill		-		790		3,641		4,431
Intangible assets, net		-		2,658		82		2,740
Total assets		4,212		17,854		24,018		46,084

Corporate segment total assets include cash, restricted cash, property and other assets.

The following table presents revenue by geographic area for the three and six months ended June 30, 2015 and 2014 (in thousands).

	Three Months Ended				Six Months Ended
	2015		2014		2015		2014
United States	$	6,861	$	6,538	$	11,823	$	11,038
Brazil		2,819		4,319		5,902		6,967
Other international		1,725		486		3,340		1,022
Total revenues	$	11,405	$	11,343	$	21,065	$	19,027

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GOODWILL

6 Months Ended

Jun. 30, 2015

GOODWILL [Abstract]

GOODWILL

NOTE 9. GOODWILL

A summary of goodwill activity follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015			June 30, 2014
Goodwill, beginning of period	$	3,796	$	4,993	$	4,431		$	4,139
USA Segment - Acquisition of H&N		-		-		-			675
Brazil segment - Effect of foreign currency translation		91		106		(544	)		285
Goodwill, end of period	$	3,887	$	5,099	$	3,887		$	5,099

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INVENTORIES

6 Months Ended

Jun. 30, 2015

INVENTORIES [Abstract]

INVENTORIES

NOTE 7. INVENTORIES

Inventories are composed of the following (in thousands):

	June 30, 2015		December 31, 2014
Finished goods	$	1,382	$	1,103
Work in process		358		380
Raw materials		1,183		1,441
Packaging supplies		683		584
Total inventories	$	3,606	$	3,508

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PROPERTY

6 Months Ended

Jun. 30, 2015

PROPERTY [Abstract]

PROPERTY

NOTE 8. PROPERTY

Property, plant and equipment consist of the following (in thousands):

	June 30, 2015		December 31, 2014
Land	$	345	$	364
Furniture and fixtures		457		539
Plant		14,758		15,942
Computer and software		1,709		1,701
Leasehold improvements		637		568
Machinery and equipment		20,326		21,519
Property		38,232		40,633
Less accumulated depreciation		16,874		15,880
Property,  net	$	21,358	$	24,753

Included in accounts payable at June 30, 2015 is $0.1 million related to amounts payable for machinery and equipment additions.

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EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS

6 Months Ended

Jun. 30, 2015

EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS [Abstract]

EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS

NOTE 10. EQUITY, SHARE-BASED COMPENSATION AND LIABILITY WARRANTS

A summary of equity activity for the six months ended June 30, 2015, (in thousands, except share and per share data) follows.

	Common Stock				Accumulated			Accumulated Other Comprehensive			Total
	Shares		Amount		Deficit			Loss			Equity
Balance, December 31, 2014		9,383,571	$	261,299	$	(242,470	)	$	(3,157	)	$	15,672
Share-based compensation, employees and directors		139,047		402		-			-			402
Warrants, issued to subordinated debt holders		-		699		-			-			699
Other		3,251		14		-			-			14
Foreign currency translation		-		-		-			(811	)		(811	)
Net loss		-		-		(6,527	)		-			(6,527	)
Balance, June 30, 2015		9,525,869	$	262,414	$	(248,997	)	$	(3,968	)	$	9,449

A summary of stock option and warrant activity for the six months ended June 30, 2015, 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, 2014		269,642		$	12.12		7.9		6,503,959	$	5.77		4.3
Granted		75,243			3.47				589,669		5.25
Exercised		-			-				-		-
Forfeited, expired or cancelled		(18,750	)		21.74				-		-
Outstanding, June 30, 2015		326,135		$	9.57		8.0		7,093,628	$	5.73		3.9
Exercisable, June 30, 2015		151,981		$	15.37		6.4		7,093,628	$	5.73		3.9

Equity Incentive Plan

The board of directors adopted our 2014 Equity Incentive Plan in August 2014, after the plan was approved by shareholders.  A total of 1,600,000 shares of common stock were initially reserved for issuance under the plan.  Under the terms of the 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 plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients.  The options granted under the plan have terms of up to 10 years.

In the third quarter of 2014, we issued shares of common stock to directors and executive officers at a grant date fair value of $4.91 per share.  We issued 44,026 shares which vested in August 2014, 52,412 shares which vested in June 2015 and 185,182 shares which vest in August 2017.  In the second quarter of 2015, we recognized $0.1 million in compensation.  As of June 30, 2015, we expect to recognize the remaining $0.6 million of unrecognized compensation over a weighted average period of 2.2 years.

In June 2015, in addition to granting the options listed in the summary of stock option and warrant activity above, we issued shares of common stock to directors and executive officers at a grant date fair value of $3.38 per share.  We issued 67,003 shares which vest in equal annual installments over the next three years and 72,044 shares which vest in June 2016 (or at the next annual shareholder meeting date if earlier).  In the second quarter of 2015, we recognized less than $10 thousand in compensation.  As of June 30, 2015, we expect to recognize the remaining $0.5 million of unrecognized compensation over a weighted average period of 2.0 years.

On May 12, 2015, we issued warrants to purchase 300,000 shares of our stock at a strike price of $5.25, exercisable over a five year term.  The warrants were issued in conjunction with a senior secured credit facility agreement with a lender.

On May 12, 2015 we issued warrants to purchase 289,669 shares of our stock at a strike price of $5.25, exercisable over a five year term.  The warrants were issued in conjunction with the extinguishment and reissuance of certain subordinated notes.

Warrants that Contain Antidilution Clauses

As of June 30, 2015, we have three warrant agreements outstanding (with two holders) that contain antidilution clauses.  The related warrants are classified as derivative warrant liabilities in our balance sheets.  Under the antidilution clauses contained in these warrants, in the event of equity issuances at prices below the exercise prices of these warrants, we may be required to lower the exercise price on these warrants and increase the number of shares underlying these 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.

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2015

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 June 30, 2015	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	6,889		$	4,516		$	11,405
Cost of goods sold		-			4,638			4,532			9,170
Gross profit		-			2,251			(16	)		2,235
Depreciation and amortization (in selling, general and administrative)		(19	)		(395	)		(15	)		(429	)
Other operating expense		(1,442	)		(747	)		(1,163	)		(3,352	)
Income (loss) from operations	$	(1,461	)	$	1,109		$	(1,194	)	$	(1,546	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(3,332	)	$	1,109		$	(1,303	)	$	(3,526	)
Interest expense		357			-			518			875
Depreciation (in cost of goods sold)		-			296			457			753
Purchases of property		-			115			153			268
Six Months Ended June 30, 2015	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	11,952		$	9,113		$	21,065
Cost of goods sold		-			8,051			9,724			17,775
Gross profit		-			3,901			(611	)		3,290
Depreciation and amortization (in selling, general and administrative)		(34	)		(788	)		(112	)		(934	)
Other operating expense		(2,620	)		(2,199	)		(2,021	)		(6,840	)
Income (loss) from operations	$	(2,654	)	$	914		$	(2,744	)	$	(4,484	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(4,483	)	$	914		$	(2,958	)	$	(6,527	)
Interest expense		650			-			1,023			1,673
Depreciation (in cost of goods sold)		-			437			973			1,410
Purchases of property		-			351			224			575

Three Months Ended June 30, 2014	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	6,748		$	4,595		$	11,343
Cost of goods sold		-			5,116			5,031			10,147
Gross profit		-			1,632			(436	)		1,196
Depreciation and amortization (in selling, general and administrative)		(14	)		(559	)		(186	)		(759	)
Other operating expense		(1,338	)		(1,054	)		(1,023	)		(3,415	)
Income (loss) from operations	$	(1,352	)	$	19		$	(1,645	)	$	(2,978	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(13,490	)	$	19		$	(1,589	)	$	(15,060	)
Interest expense		6,859			-			565			7,424
Depreciation (in cost of goods sold)		-			260			773			1,033
Purchases of property		32			715			337			1,084
Six Months Ended June 30, 2014	Corporate			USA			Brazil			Consolidated
Revenues	$	-		$	11,741		$	7,286		$	19,027
Cost of goods sold		-			8,493			7,924			16,417
Gross profit		-			3,248			(638	)		2,610
Depreciation and amortization (in selling, general and administrative)		(24	)		(1,197	)		(356	)		(1,577	)
Other operating expense		(2,970	)		(1,796	)		(1,964	)		(6,730	)
Income (loss) from operations	$	(2,994	)	$	255		$	(2,958	)	$	(5,697	)
Net income (loss) attributable to RiceBran Technologies shareholders	$	(14,478	)	$	255		$	(2,702	)	$	(16,925	)
Interest expense		7,389			-			1,364			8,753
Depreciation (in cost of goods sold)		-			513			1,197			1,710
Purchases of property		116			858			2,313			3,287

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 June 30, 2015
Inventories	$	-	$	2,753	$	853	$	3,606
Property, net		450		8,670		12,238		21,358
Goodwill		-		790		3,097		3,887
Intangible assets, net		-		1,938		-		1,938
Total assets		3,676		16,969		20,188		40,833
As of December 31, 2014
Inventories		-		2,219		1,289		3,508
Property, net		135		9,360		15,258		24,753
Goodwill		-		790		3,641		4,431
Intangible assets, net		-		2,658		82		2,740
Total assets		4,212		17,854		24,018		46,084

Revenue by geographic area

The following table presents revenue by geographic area for the three and six months ended June 30, 2015 and 2014 (in thousands).

	Three Months Ended				Six Months Ended
	2015		2014		2015		2014
United States	$	6,861	$	6,538	$	11,823	$	11,038
Brazil		2,819		4,319		5,902		6,967
Other international		1,725		486		3,340		1,022
Total revenues	$	11,405	$	11,343	$	21,065	$	19,027

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FAIR VALUE MEASUREMENT, Unobservable Input Reconciliation (Details) - Recurring [Member] - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014
Changes in level 3 items measured at fair value on a recurring basis [Roll Forward]
Fair Value as of Beginning of Period		$ (955)	$ (1,685)
Total Realized and Unrealized Gains (Losses)	[1]	557	(1,728)
Issuance of New Instruments		(724)	(7,610)
Net Transfers (Into) Out of Level 3		0	9,549
Fair Value, at End of Period		(1,122)	(1,474)
Change in Unrealized Gains (Losses) on Instruments Still Held		557	26
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		(955)	(1,685)
Total Realized and Unrealized Gains (Losses)	[1]	557	(1,670)
Issuance of New Instruments		(724)	(7,021)
Net Transfers (Into) Out of Level 3		0	8,902
Fair Value, at End of Period		(1,122)	(1,474)
Change in Unrealized Gains (Losses) on Instruments Still Held		557	26
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		0	0
Total Realized and Unrealized Gains (Losses)	[1]	0	(58)
Issuance of New Instruments		0	(589)
Net Transfers (Into) Out of Level 3		0	647
Fair Value, at End of Period		0	0
Change in Unrealized Gains (Losses) on Instruments Still Held		$ 0	$ 0

[1] Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2015

RELATED PARTY TRANSACTIONS [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 15. RELATED PARTY TRANSACTIONS

Transactions with Baruch Halpern

Entities beneficially owned by Baruch Halpern, a director, invested $2.6 million in our subordinated convertible notes and related warrants in 2012.  The terms of the notes beneficially owned by Mr. Halpern were modified in the fourth quarter of 2013. These notes were extinguished and replaced with new subordinated notes in the second quarter of 2015.  The loss on extinguishment recognized in the second quarter of 2015 related to this transaction was approximately $0.8 million.  In all periods presented, we paid less than $0.1 million of interest on subordinated notes beneficially owned by Mr. Halpern.

Transactions with W. John Short

W. John Short, our chief executive officer and director, invested in our subordinated convertible notes and related warrants $25 thousand in January 2012 and $25 thousand in April 2013.  The terms of the notes beneficially owned by Mr. Short were modified in the fourth quarter of 2013.  These notes were extinguished and replaced with new subordinated notes in the second quarter of 2015.  The loss on extinguishment recognized in the second quarter of 2015 related to this transaction was approximately $16 thousand.  In all periods presented, we paid less than $10 thousand of interest on subordinated notes beneficially owned by Mr. Short.

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LOSS PER SHARE (EPS) (Tables)

6 Months Ended

Jun. 30, 2015

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 six months ended June 30, 2015 and 2014.

	Three Months Ended						Six Months Ended
	2015			2014			2015			2014
NUMERATOR (in thousands):
Basic and diluted - net loss attributable to RiceBran Technologies shareholders	$	(3,526	)	$	(15,060	)	$	(6,527	)	$	(16,925	)
DENOMINATOR:
Basic EPS - weighted average number of shares outstanding		9,167,789			4,274,442			9,160,999			3,649,387
Effect of dilutive securities outstanding		-			-			-			-
Diluted EPS - weighted average number of shares outstanding		9,167,789			4,274,442			9,160,999			3,649,387
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 six months ended June 30, 2015 of $11.25 and $11.37)		260,632			148,293			262,468			161,217
Warrants  (average exercise price for the three and six months ended June 30, 2015 of $5.75 and $5.76)		6,827,953			4,151,240			6,665,956			3,450,788
Nonvested stock		177,840			-			172,522			-
Total weighted average of outstanding common stock equivalents		7,266,425			4,299,533			7,100,946			3,612,005

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SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Segment information identified and reconciliations of segment information to total consolidated information [Abstract]
Revenues	$ 11,405	$ 11,343	$ 21,065	$ 19,027
Cost of goods sold	9,170	10,147	17,775	16,417
Gross profit	2,235	1,196	3,290	2,610
Depreciation and amortization (in selling, general and administrative)	(429)	(759)	(934)	(1,577)
Other operating expense	(3,352)	(3,415)	(6,840)	(6,730)
Income (loss) from operations	(1,546)	(2,978)	(4,484)	(5,697)
Net income (loss) attributable to RiceBran Technologies shareholders	(3,526)	(15,060)	(6,527)	(16,925)
Interest expense	875	7,424	1,673	8,753
Depreciation (in costs of goods sold)	753	1,033	1,410	1,710
Purchases of property	268	1,084	575	3,287
Segment information for selected balance sheet accounts [Abstract]
Inventories	3,606		3,606			$ 3,508
Property, net	21,358		21,358			24,753
Goodwill	3,887	5,099	3,887	5,099	$ 3,796	4,431	$ 4,993	$ 4,139
Intangible assets, net	1,938		1,938			2,740
Total assets	40,833		40,833			46,084
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	11,405	11,343	21,065	19,027
Corporate [Member]
Segment information identified and reconciliations of segment information to total consolidated information [Abstract]
Revenues	0	0	0	0
Cost of goods sold	0	0	0	0
Gross profit	0	0	0	0
Depreciation and amortization (in selling, general and administrative)	(19)	(14)	(34)	(24)
Other operating expense	(1,442)	(1,338)	(2,620)	(2,970)
Income (loss) from operations	(1,461)	(1,352)	(2,654)	(2,994)
Net income (loss) attributable to RiceBran Technologies shareholders	(3,332)	(13,490)	(4,483)	(14,478)
Interest expense	357	6,859	650	7,389
Depreciation (in costs of goods sold)	0	0	0	0
Purchases of property	0	32	0	116
Segment information for selected balance sheet accounts [Abstract]
Inventories	0		0			0
Property, net	450		450			135
Goodwill	0		0			0
Intangible assets, net	0		0			0
Total assets	3,676		3,676			4,212
Operating Segments [Member] | USA [Member]
Segment information identified and reconciliations of segment information to total consolidated information [Abstract]
Revenues	6,889	6,748	11,952	11,741
Cost of goods sold	4,638	5,116	8,051	8,493
Gross profit	2,251	1,632	3,901	3,248
Depreciation and amortization (in selling, general and administrative)	(395)	(559)	(788)	(1,197)
Other operating expense	(747)	(1,054)	(2,199)	(1,796)
Income (loss) from operations	1,109	19	914	255
Net income (loss) attributable to RiceBran Technologies shareholders	1,109	19	914	255
Interest expense	0	0	0	0
Depreciation (in costs of goods sold)	296	260	437	513
Purchases of property	115	715	351	858
Segment information for selected balance sheet accounts [Abstract]
Inventories	2,753		2,753			2,219
Property, net	8,670		8,670			9,360
Goodwill	790		790			790
Intangible assets, net	1,938		1,938			2,658
Total assets	16,969		16,969			17,854
Operating Segments [Member] | Brazil [Member]
Segment information identified and reconciliations of segment information to total consolidated information [Abstract]
Revenues	4,516	4,595	9,113	7,286
Cost of goods sold	4,532	5,031	9,724	7,924
Gross profit	(16)	(436)	(611)	(638)
Depreciation and amortization (in selling, general and administrative)	(15)	(186)	(112)	(356)
Other operating expense	(1,163)	(1,023)	(2,021)	(1,964)
Income (loss) from operations	(1,194)	(1,645)	(2,744)	(2,958)
Net income (loss) attributable to RiceBran Technologies shareholders	(1,303)	(1,589)	(2,958)	(2,702)
Interest expense	518	565	1,023	1,364
Depreciation (in costs of goods sold)	457	773	973	1,197
Purchases of property	153	337	224	2,313
Segment information for selected balance sheet accounts [Abstract]
Inventories	853		853			1,289
Property, net	12,238		12,238			15,258
Goodwill	3,097		3,097			3,641
Intangible assets, net	0		0			82
Total assets	20,188		20,188			$ 24,018
Reportable Geographic Segment [Member] | USA [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	6,861	6,538	11,823	11,038
Reportable Geographic Segment [Member] | Brazil [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	2,819	4,319	5,902	6,967
Reportable Geographic Segment [Member] | Other International [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 1,725	$ 486	$ 3,340	$ 1,022

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INVENTORIES (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
INVENTORIES [Abstract]
Finished goods	$ 1,382	$ 1,103
Work in process	358	380
Raw materials	1,183	1,441
Packaging supplies	683	584
Total inventories	$ 3,606	$ 3,508

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 568	$ 574
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)	25,000,000	25,000,000
Common stock, shares issued (in shares)	9,525,869	9,383,571
Common stock, shares outstanding (in shares)	9,525,869	9,383,571
Variable Interest Entity [Member]
Current assets:
Accounts receivable, variable interest entity restricted	$ 1,682	$ 1,980
Variable interest entity restricted portion of property, net	2,900	3,727
Current liabilities:
Nonrecourse portion of current maturities of long-term debt	3,180	4,758
Long-term liabilities:
Long-term debt, less current portion variable interest entity nonrecourse	$ 5,022	$ 6,203

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LOSS PER SHARE (EPS)

6 Months Ended

Jun. 30, 2015

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.  Nonvested shares that vest solely on the basis of a service condition are not included in the denominator of the computation of basic 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.  Nonvested shares that vest solely on the basis of a service condition are included in the denominator of the computation of diluted EPS during their requisite service period under the treasury stock method.

Below are reconciliations of the numerators and denominators in the EPS computations for the three and six months ended June 30, 2015 and 2014.

	Three Months Ended						Six Months Ended
	2015			2014			2015			2014
NUMERATOR (in thousands):
Basic and diluted - net loss attributable to RiceBran Technologies shareholders	$	(3,526	)	$	(15,060	)	$	(6,527	)	$	(16,925	)
DENOMINATOR:
Basic EPS - weighted average number of shares outstanding		9,167,789			4,274,442			9,160,999			3,649,387
Effect of dilutive securities outstanding		-			-			-			-
Diluted EPS - weighted average number of shares outstanding		9,167,789			4,274,442			9,160,999			3,649,387
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 six months ended June 30, 2015 of $11.25 and $11.37)		260,632			148,293			262,468			161,217
Warrants  (average exercise price for the three and six months ended June 30, 2015 of $5.75 and $5.76)		6,827,953			4,151,240			6,665,956			3,450,788
Nonvested stock		177,840			-			172,522			-
Total weighted average of outstanding common stock equivalents		7,266,425			4,299,533			7,100,946			3,612,005

The impact of potentially dilutive securities outstanding at June 30, 2015 and 2014, was not included in the calculation of diluted EPS for the three and six months ended June 30, 2015 and 2014 because to do so would be antidilutive.  Those securities listed in the table above which were antidilutive for the periods presented, which remain outstanding, could potentially dilute EPS in the future.

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HN ACQUISITION (Tables)

6 Months Ended

Jun. 30, 2015

HN ACQUISITION [Abstract]

Schedule of aggregate purchase price allocation

The following table summarizes the aggregate purchase price allocation, the consideration transferred to acquire HN, as well as the amounts of identified assets acquired and liabilities assumed based on the estimated fair value as of the January 2, 2014, acquisition date (in thousands).

Cash	$	1,800
Cash holdback for contingencies		200
Convertible notes payable		2,785
Total fair value of consideration transferred		4,785
Financial assets, including acquired cash of $1,075		1,314
Inventories		1,109
Property		963
Identified intangible asset estimate		3,847
Deferred  income taxes, net		(1,529	)
Financial liabilities		(1,709	)
Net recognized amounts of identifiable assets acquired		3,995
Goodwill - USA segment	$	790

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LOSS PER SHARE (EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
NUMERATOR [Abstract]
Basic and diluted - net loss attributable to RiceBran Technologies shareholders	$ (3,526)	$ (15,060)	$ (6,527)	$ (16,925)
DENOMINATOR [Abstract]
Basic EPS - weighted average number of shares outstanding (in shares)	9,167,789	4,274,442	9,160,999	3,649,387
Effect of dilutive securities outstanding (in shares)	0	0	0	0
Diluted EPS - weighted average number of shares outstanding (in shares)	9,167,789	4,274,442	9,160,999	3,649,387
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)	7,266,425	4,299,533	7,100,946	3,612,005
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)	260,632	148,293	262,468	161,217
Average exercise price of options (in dollars per share)	$ 11.25		$ 11.37
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)	6,827,953	4,151,240	6,665,956	3,450,788
Average exercise price of warrants (in dollars per share)	5.75		5.76
Nonvested Stock [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)	177,840	0	172,522	0

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FAIR VALUE MEASUREMENT

6 Months Ended

Jun. 30, 2015

FAIR VALUE MEASUREMENT [Abstract]

FAIR VALUE MEASUREMENT

NOTE 14. 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 June 30, 2015, the fair value of our USA segment debt (Level 3 measurement) is less than $0.1 million higher than the $9.5 million carrying value of that debt, based on current market rates for similar debt with similar maturities.  The fair value of our Brazil segment debt (Level 3 measurement) 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
Total liabilities at fair value, as of June 30, 2015 - derivative warrant liabilities	$	-	$	-	$	(1,122	)	$	(1,122	)
Total liabilities at fair value, as of December 31, 2014 - derivative warrant liabilities	$	-	$	-	$	(955	)	$	(955	)

Warrants accounted for as derivative liabilities 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.

	June 30, 2015	December 31, 2014
Risk-free interest rate	0.2% - 1.0%	0.1% - 1.0%
	(0.7% weighted average)	(0.7% weighted average)
Expected volatility	69.5% - 92.9%	95%
	(86.1% weighted average)

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	)
Six Months Ended June 30, 2015
Derivative warrant liability	$	(955	)	$	557		$	(724	)	$	-	$	(1,122	)	$	557
Derivative conversion liability		-			-			-			-		-			-
Total Level 3 fair value	$	(955	)	$	557		$	(724	)	$	-	$	(1,122	)	$	557
Six Months Ended June 30, 2014
Derivative warrant liability	$	(1,685	)	$	(1,670	)	$	(7,021	)	$	8,902	$	(1,474	)	$	26
Derivative conversion liability		-			(58	)		(589	)		647		-			-
Total Level 3 fair value	$	(1,685	)	$	(1,728	)	$	(7,610	)	$	9,549	$	(1,474	)	$	26

(1) Included in change in fair value of derivative warrant and conversion liabilities in our consolidated statements of operations.