false
0001063537
0001063537
2023-08-21
2023-08-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 21, 2023
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RICEBRAN TECHNOLOGIES
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(Exact Name of registrant as specified in its charter)
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California
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(State or other jurisdiction of incorporation)
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0-32565
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87-0673375
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(Commission File Number)
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(IRS Employer Identification No.)
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25420 Kuykendahl Rd., Suite B300
Tomball, TX
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77375
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(Address of principal executive offices)
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(Zip Code)
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(281) 675-2421
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Registrant’s telephone number, including area code
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, no par value per share
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RIBT
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The NASDAQ Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 21, 2023, RiceBran Technologies issued a press release announcing certain financial results for the three months ended June 30, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RICEBRAN TECHNOLOGIES
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Date: August 21, 2023
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By:
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/s/ William J. Keneally
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Name:
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William J. Keneally
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Title:
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Interim Chief Financial Officer and Secretary
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(Duly Authorized Officer) |
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Exhibit 99.1
RiceBran Technologies Reports Second Quarter 2023 Results
Board continues to advance strategic review following sale of SRB business
TOMBALL, Texas, August 21, 2023 – RiceBran Technologies (NASDAQ: RIBT) (“RiceBran” or the “Company”), an innovator in the development and manufacture of nutritional and functional ingredients derived from rice, barley and oats, today announced financial results for the second quarter ended June 30, 2023.
Eric Tompkins, Executive Chairman of RiceBran, commented, “The divestiture of our stabilized rice bran (“SRB”) business during the second quarter was the first step in a process aimed to reduce costs and curb losses, creating more optionality to explore strategic alternatives and better position the Company to realize the value of its remaining assets.”
“Operationally, RiceBran delivered positive gross profit in 2Q23 from continuing operations, reversing prior quarters of gross losses, due to improved efficiency, recent capacity enhancements and higher volumes,” Tompkins added. “Moving forward we are focused on further rationalizing our costs while exploring any and all alternatives to create value. With an ongoing strategic process in place and the Company’s Board of Directors (the “Board”) actively evaluating a variety of potential outcomes, we have opted to forgo a quarterly conference call until a time when we are in a better position to share more meaningful disclosures on our strategic progress.”
Second Quarter 2023 Financial and Operational Overview
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●
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Revenue: Total revenue from continuing operations was $6.3 million in 2Q23, down 4.7% from 2Q22 as lower MGI Grain Inc, (“MGI”) milling revenues were offset by an increase in Golden Ridge Rice Mills (“Golden Ridge”) milling revenues.
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●
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Gross Profit: Gross profit from continuing operations for 2Q23 was $24,000 compared to a gross loss of $0.4 million in the second quarter of 2022, reflecting higher gross profit at Golden Ridge related to increased volume and at MGI due to the elimination of certain operational inefficiencies.
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●
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SG&A and Operating Loss: SG&A from continuing operations increased $0.4 million year-over-year due to increased legal costs as the Board continues to explore strategic alternatives. Loss from continuing operations before other income (expense) was $1.6 million in 2Q23, consistent with 2Q22, because the impact of improved gross margins was offset by increased legal expenses.
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●
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Loss from Continuing Operations and Loss from Discontinued Operations: The Company reported a loss from continuing operations of $1.8 million in 2Q23 compared to $2.2 million in 2Q22. RiceBran also reported a loss from discontinued operations of $8.5 million in 2Q23 compared to $447,000 in 2Q22. The loss from discontinued operations reflects the sale of the SRB business, including a loss on the sale of $8.6 million.
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●
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Net Loss and EPS: Inclusive of the loss from discontinued operations, net loss was $10.3 million in 2Q23 compared to $2.6 million in 2Q22. Loss per share from continuing operations was $(0.27) in 2Q23 compared to $(0.41) in 2Q22. Loss per share from discontinued operations was $(1.27) in 2Q23 compared to $(0.09) in 2Q22.
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Balance Sheet: Total cash was $0.3 million at the end of 2Q23 down from $3.9 million at the end of 4Q22, after repayments of $3.0 million on the Company’s factoring, line of credit and long-term debt and finance lease liabilities. Our current liquidity, consisting of cash and availability from our factoring facility, is $0.6 million.
In our continuing operations, during the first half of 2023, we used $1.3 million of cash to fund operating activities and $0.3 million for capital expenditures. This was offset by the $1.0 million of cash provided by the SRB business’ operations and its June 23,2023 disposition.
About RiceBran Technologies
RiceBran Technologies is a specialty ingredient company focused on the development, production and marketing of products derived from traditional and ancient small grains. We create and produce products to deliver improved nutrition and ease of use, while addressing consumer demand for all natural, non-GMO and organic products. The target markets for our products include human food, animal nutrition manufacturers and retailers, as well as specialty food retailers. More information can be found in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and by visiting our website at http://www.ricebrantech.com.
Forward-Looking Statements
This press release includes statements concerning RiceBran and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such “forward-looking statements” include, but are not limited to, statements about RiceBran’s intentions, beliefs or current expectations. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plans,” “anticipate,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this press release are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates and management’s beliefs and assumptions. The Company cannot guarantee that it actually will achieve the plans, intentions, expectations or guidance disclosed herein. Such forward-looking statements, and all phases of the Company’s operations, involve a number of risks and uncertainties, any one or more of which could cause actual results to differ materially from those described in its forward-looking statements. Assumptions and other information that could cause results to differ from those set forth in the forward-looking information can be found in RiceBran’s filings with the SEC, including its most recent annual report on Form 10-K and its quarterly reports on Forms 10-Q. Except as required by law, RiceBran does not undertake to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking information.
Investor Contact
Rob Fink
FNK IR
ribt@fnkir.com
646.809.4048
RiceBran Technologies
Condensed Consolidated Statements of Operations
(Unaudited) (in thousands, except share and per share amounts)
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3 Months Ended
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6 Months Ended
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6/30/23
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6/30/22
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% Chg.
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6/30/23
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6/30/22
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% Chg.
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| |
|
|
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|
|
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|
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|
|
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Revenue
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|
$ |
6,269 |
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|
$ |
6,581 |
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(5 |
%) |
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$ |
12,113 |
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$ |
12,572 |
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(4 |
%) |
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Cost of Goods Sold
|
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(6,245 |
) |
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(6,970 |
) |
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(10 |
%) |
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(12,147 |
) |
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$ |
(12,993 |
) |
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|
(7 |
%) |
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Gross Profit (Loss)
|
|
|
24 |
|
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(389 |
) |
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NM |
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(34 |
) |
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|
(421 |
) |
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(92 |
%) |
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Gross Margin
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|
0 |
% |
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|
(6 |
%) |
|
|
|
|
|
|
(0 |
%) |
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|
(3 |
%) |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Selling, General & Admin.
|
|
|
(1,644 |
) |
|
|
(1,215 |
) |
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|
35 |
% |
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|
(3,102 |
) |
|
|
(2,585 |
) |
|
|
20 |
% |
|
Loss from continuing ops before other income (expense)
|
|
$ |
(1,620 |
) |
|
$ |
(1,604 |
) |
|
|
1 |
% |
|
$ |
(3,136 |
) |
|
$ |
(3,006 |
) |
|
|
4 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
(166 |
) |
|
|
(104 |
) |
|
|
60 |
% |
|
|
(326 |
) |
|
|
(216 |
) |
|
|
51 |
% |
|
Change in FV of Derivative Warrant Liability
|
|
|
(11 |
) |
|
|
(417 |
) |
|
|
(97 |
%) |
|
|
(39 |
) |
|
|
(588 |
) |
|
|
(93 |
%) |
|
Other Income (Expense)
|
|
|
(34 |
) |
|
|
(37 |
) |
|
|
(8 |
%) |
|
|
162 |
|
|
|
(67 |
) |
|
|
NM |
|
|
Loss From Continuing Ops Before Income Taxes
|
|
|
(1,831 |
) |
|
|
(2,162 |
) |
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|
(15 |
%) |
|
|
(3,339 |
) |
|
|
(3,877 |
) |
|
|
(14 |
%) |
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Income Taxes
|
|
|
(5 |
) |
|
|
(12 |
) |
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|
(58 |
%) |
|
|
(11 |
) |
|
|
(12 |
) |
|
|
(8 |
%) |
|
Loss From Continuing Ops
|
|
|
(1,836 |
) |
|
|
(2,174 |
) |
|
|
(16 |
%) |
|
|
(3,350 |
) |
|
|
(3,889 |
) |
|
|
(14 |
%) |
|
Loss From Discontinued Ops
|
|
|
(8,495 |
) |
|
|
(447 |
) |
|
|
1800 |
% |
|
|
(9,009 |
) |
|
|
(248 |
) |
|
|
3533 |
% |
|
Net Loss
|
|
$ |
(10,331 |
) |
|
$ |
(2,621 |
) |
|
|
294 |
% |
|
$ |
(12,359 |
) |
|
$ |
(4,137 |
) |
|
|
199 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted Loss per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Ops
|
|
$ |
(0.27 |
) |
|
$ |
(0.41 |
) |
|
|
(34 |
%) |
|
$ |
(0.50 |
) |
|
$ |
(0.74 |
) |
|
|
(32 |
%) |
|
Discontinued Ops
|
|
$ |
(1.27 |
) |
|
$ |
(0.09 |
) |
|
|
1311 |
% |
|
$ |
(1.36 |
) |
|
$ |
(0.05 |
) |
|
|
2620 |
% |
| |
|
$ |
(1.54 |
) |
|
$ |
(0.50 |
) |
|
|
208 |
% |
|
$ |
(1.86 |
) |
|
$ |
(0.79 |
) |
|
|
135 |
% |
|
Weighted Avg. Shares Outstanding (Basic & Diluted):
|
|
|
6,723 |
|
|
|
5,286 |
|
|
|
27 |
% |
|
|
6,646 |
|
|
|
5,270 |
|
|
|
26 |
% |
RiceBran Technologies
Condensed Consolidated Balance Sheets
(Unaudited) (in thousands, except share amounts)
| |
|
Period Ending
|
|
| |
|
6/30/23
|
|
|
12/31/22
|
|
|
% Chg.
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
|
$ |
302 |
|
|
$ |
3,941 |
|
|
|
(92 |
%) |
|
Accounts Receivable, net
|
|
|
3,368 |
|
|
|
3,703 |
|
|
|
(9 |
%) |
|
Inventories
|
|
|
466 |
|
|
|
465 |
|
|
|
- |
|
|
Other Current Assets
|
|
|
667 |
|
|
|
735 |
|
|
|
(9 |
%) |
|
Current assets held for sale
|
|
|
- |
|
|
|
2,224 |
|
|
|
NM |
|
|
Total Current Assets
|
|
$ |
4,803 |
|
|
$ |
11,068 |
|
|
|
(57 |
%) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
PP&E, Net
|
|
|
6,213 |
|
|
|
6,020 |
|
|
|
3 |
% |
|
Operating Lease right-of-use assets
|
|
|
26 |
|
|
|
77 |
|
|
|
(66 |
%) |
|
Intangibles
|
|
|
323 |
|
|
|
380 |
|
|
|
(15 |
%) |
|
Long-term assets held for sale
|
|
|
- |
|
|
|
9,888 |
|
|
|
NM |
|
|
Total Assets
|
|
$ |
11,365 |
|
|
$ |
27,433 |
|
|
|
(59 |
%) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$ |
1,441 |
|
|
$ |
1,232 |
|
|
|
17 |
% |
|
Commodities Payable
|
|
|
1,752 |
|
|
|
1,546 |
|
|
|
13 |
% |
|
Accruals
|
|
|
2,348 |
|
|
|
1,584 |
|
|
|
48 |
% |
|
Leases, Current
|
|
|
177 |
|
|
|
220 |
|
|
|
(20 |
%) |
|
Debt, Current
|
|
|
3,739 |
|
|
|
6,155 |
|
|
|
(39 |
%) |
|
Current liabilities held for sale
|
|
|
- |
|
|
|
540 |
|
|
|
NM |
|
|
Total Current Liabilities
|
|
$ |
9,457 |
|
|
$ |
11,277 |
|
|
|
(16 |
%) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Leases, Not Current
|
|
|
464 |
|
|
|
320 |
|
|
|
45 |
% |
|
Debt, Not Current
|
|
|
454 |
|
|
|
836 |
|
|
|
(46 |
%) |
|
Derivative Warrant Liability
|
|
|
108 |
|
|
|
69 |
|
|
|
57 |
% |
|
Long-term liabilities held for sale
|
|
|
- |
|
|
|
2,022 |
|
|
|
NM |
|
|
Total Liabilities
|
|
$ |
10,483 |
|
|
$ |
14,524 |
|
|
|
(28 |
%) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
75 |
|
|
|
75 |
|
|
|
- |
|
|
Common Stock
|
|
|
328,883 |
|
|
|
328,551 |
|
|
|
- |
|
|
Accumulated Deficit
|
|
|
(328,076 |
) |
|
|
(315,717 |
) |
|
|
4 |
% |
|
Total Shareholders’ Equity
|
|
$ |
882 |
|
|
$ |
12,909 |
|
|
|
(93 |
%) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$ |
11,365 |
|
|
$ |
27,433 |
|
|
|
(59 |
%) |
|
RiceBran Technologies
|
|
|
Consolidated Statement of Cash Flows (Unaudited)
|
|
|
(Unaudited) (in thousands, except share amounts)
|
|
| |
|
6 Months Ended
|
|
| |
|
6/30/23
|
|
|
6/30/22
|
|
|
Cash Flow from Operations
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$ |
(12,359 |
) |
|
$ |
(4,137 |
) |
|
Loss from discontinued ops
|
|
$ |
(9,009 |
) |
|
$ |
(248 |
) |
|
Loss from continuing ops
|
|
$ |
(3,350 |
) |
|
$ |
(3,889 |
) |
|
Adjs. to reconcile net loss to net cash used in operating activities of continuing ops:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
465 |
|
|
|
440 |
|
|
Amortization
|
|
|
57 |
|
|
|
81 |
|
|
Share-Based Compensation
|
|
|
239 |
|
|
|
323 |
|
|
Change in FV of Derivative Warrant Liability
|
|
|
39 |
|
|
|
588 |
|
|
Other
|
|
|
(16 |
) |
|
|
10 |
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts Receivable
|
|
|
337 |
|
|
|
(20 |
) |
|
Inventories
|
|
|
(1 |
) |
|
|
227 |
|
|
Accounts Payable
|
|
|
611 |
|
|
|
454 |
|
|
Commodities Payable
|
|
|
206 |
|
|
|
10 |
|
|
Other
|
|
|
68 |
|
|
|
(437 |
) |
|
Net Cash Flow from Continuing Ops
|
|
$ |
(1,345 |
) |
|
$ |
(2,213 |
) |
|
Net Cash Flow from Discontinued Ops
|
|
$ |
(211 |
) |
|
$ |
475 |
|
|
Net Cash Flow from Operating Activities
|
|
$ |
(1,556 |
) |
|
$ |
(1,738 |
) |
| |
|
|
|
|
|
|
|
|
|
Cash Flow from Investing
|
|
|
|
|
|
|
|
|
|
Purchases of PP&E
|
|
|
(317 |
) |
|
|
(132 |
) |
|
Net Cash Flow from Investing from Continuing Ops
|
|
|
(317 |
) |
|
|
(132 |
) |
|
Net Cash Flow from Investing from Discontinued Ops
|
|
|
1,679 |
|
|
|
(180 |
) |
|
Net Cash Flow from Investing Activities
|
|
$ |
1,362 |
|
|
$ |
(312 |
) |
| |
|
|
|
|
|
|
|
|
|
Cash Flow from Financing
|
|
|
|
|
|
|
|
|
|
Net Change in Debt
|
|
|
(2,985 |
) |
|
|
1,362 |
|
|
Net Cash Flow from Financing from Continuing Ops
|
|
|
(2,985 |
) |
|
|
1,362 |
|
|
Net Cash Flow from Financing from Discontinued Ops
|
|
|
(460 |
) |
|
|
(13 |
) |
|
Net Cash Flow from Financing
|
|
$ |
(3,445 |
) |
|
$ |
1,349 |
|
| |
|
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
$ |
(3,639 |
) |
|
$ |
(701 |
) |
| |
|
|
|
|
|
|
|
|
|
BOP Cash Balance
|
|
$ |
3,941 |
|
|
$ |
5,825 |
|
|
Net Change in Cash
|
|
|
(3,639 |
) |
|
|
(701 |
) |
|
EOP Cash Balance
|
|
$ |
302 |
|
|
$ |
5,124 |
|
v3.23.2
Document And Entity Information
|
Aug. 21, 2023 |
| Document Information [Line Items] |
|
| Entity, Registrant Name |
RICEBRAN TECHNOLOGIES
|
| Document, Type |
8-K
|
| Document, Period End Date |
Aug. 21, 2023
|
| Entity, Incorporation, State or Country Code |
CA
|
| Entity, File Number |
0-32565
|
| Entity, Tax Identification Number |
87-0673375
|
| Entity, Address, Address Line One |
25420 Kuykendahl Rd
|
| Entity, Address, Address Line Two |
Suite B300
|
| Entity, Address, City or Town |
Tomball
|
| Entity, Address, State or Province |
TX
|
| Entity, Address, Postal Zip Code |
77375
|
| City Area Code |
281
|
| Local Phone Number |
675-2421
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Title of 12(b) Security |
Common stock, no par value per share
|
| Trading Symbol |
RIBT
|
| Security Exchange Name |
NASDAQ
|
| Entity, Emerging Growth Company |
false
|
| Amendment Flag |
false
|
| Entity, Central Index Key |
0001063537
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
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| Period Type: |
duration |
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-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
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-Name Exchange Act
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-Subsection b
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dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
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dei:securityTitleItemType |
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duration |
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-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
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| Period Type: |
duration |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
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dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
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na |
| Period Type: |
duration |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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