Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 04, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CADIZ INC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 17,718,600 | ||
Entity Public Float | $123,066,837 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 727273 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Total revenues | $336 | $301 | $362 |
Costs and expenses: | |||
Cost of sales (exclusive of depreciation shown below) | 357 | 555 | 521 |
General and administrative | 10,084 | 13,464 | 12,559 |
Depreciation | 254 | 254 | 350 |
Total costs and expenses | 10,695 | 14,273 | 13,430 |
Operating loss | -10,359 | -13,972 | -13,068 |
Interest expense, net | -8,518 | -7,644 | -6,817 |
Loss on extinguishment of debt and debt refinancing | -1,055 | ||
Loss before income taxes | -18,877 | -22,671 | -19,885 |
Income tax (benefit) expense | 4 | 6 | -311 |
Net loss and comprehensive loss | ($18,881) | ($22,677) | ($19,574) |
Basic and diluted net loss per share (in Dollars per share) | ($1.15) | ($1.46) | ($1.27) |
Weighted-average shares outstanding (in Shares) | 16,370 | 15,570 | 15,438 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $16,206,000 | $11,887,000 |
Accounts receivable | 239,000 | 291,000 |
Prepaid expenses and other | 346,000 | 350,000 |
Total current assets | 16,791,000 | 12,528,000 |
Property, plant, equipment and water programs, net | 43,640,000 | 43,820,000 |
Goodwill | 3,813,000 | 3,813,000 |
Debt issuance costs | 837,000 | 1,068,000 |
Other assets | 3,131,000 | 2,945,000 |
Total assets | 68,212,000 | 64,174,000 |
Current liabilities: | ||
Accounts payable | 302,000 | 833,000 |
Accrued liabilities | 1,580,000 | 1,738,000 |
Current portion of long term debt | 11,000 | 11,000 |
Total current liabilities | 1,893,000 | 2,582,000 |
Long-term debt | 104,384,000 | 96,417,000 |
Deferred revenue | 750,000 | 750,000 |
Other long-term liabilities | 923,000 | 923,000 |
Total liabilities | 107,950,000 | 100,672,000 |
Stockholders' deficit: | ||
Common stock - $0.01 par value; 70,000,000 shares authorized; shares issued and outstanding: 17,681,274 at December 31, 2014, and 16,152,756 at December 31, 2013 | 177,000 | 161,000 |
Additional paid-in capital | 319,604,000 | 303,979,000 |
Accumulated deficit | -359,519,000 | -340,638,000 |
Total stockholders' deficit | -39,738,000 | -36,498,000 |
Total liabilities and stockholders' deficit | $68,212,000 | $64,174,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock - par value (in Dollars per share) | $0.01 | $0.01 |
Common stock - shares authorized | 70,000,000 | 70,000,000 |
Common stock - shares issued | 17,681,274 | 16,152,756 |
Common stock - shares outstanding | 17,681,274 | 16,152,756 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | |||
Net loss | ($18,881,000) | ($22,677,000) | ($19,574,000) |
Adjustments to reconcile net loss to net cash used for operating activities: | |||
Depreciation | 254,000 | 254,000 | 350,000 |
Amortization of deferred loan costs | 226,000 | 223,000 | 108,000 |
Amortization of debt discount | 633,000 | 1,352,000 | 3,123,000 |
Interest expense added to loan principal | 7,659,000 | 6,069,000 | 3,589,000 |
Loss on early extinguishment of debt and debt refinancing | 835,000 | ||
Compensation charge for stock awards and share options | 1,077,000 | 516,000 | 383,000 |
Changes in operating assets and liabilities: | |||
Decrease (increase) in accounts receivable | 52,000 | -31,000 | -121,000 |
Decrease in prepaid expenses and other | 4,000 | 54,000 | 200,000 |
Increase in other assets | -186,000 | -2,744,000 | -109,000 |
(Decrease) increase in accounts payable | -533,000 | 43,000 | 128,000 |
(Decrease) increase in accrued liabilities | -426,000 | 339,000 | 273,000 |
Increase in deferred revenue | 250,000 | ||
Net cash used for operating activities | -10,121,000 | -15,767,000 | -11,400,000 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | -72,000 | -167,000 | -3,226,000 |
Increase in other assets (restricted cash) | -63,000 | ||
Net cash used for investing activities | -72,000 | -167,000 | -3,289,000 |
Cash flows from financing activities: | |||
Net proceeds from issuance of common stock | 14,523,000 | ||
Net proceeds from issuance of long-term debt | 27,390,000 | 5,014,000 | |
Debt issuance costs | -1,243,000 | ||
Principal payments on long-term debt | -11,000 | -11,000 | -10,000 |
Net cash provided by financing activities | 14,512,000 | 26,136,000 | 5,004,000 |
Net increase (decrease) in cash and cash equivalents | 4,319,000 | 10,202,000 | -9,685,000 |
Cash and cash equivalents, beginning of period | 11,887,000 | 1,685,000 | 11,370,000 |
Cash and cash equivalents, end of period | $16,206,000 | $11,887,000 | $1,685,000 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' (Deficit) Equity (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
In Thousands, except Share data | ||||
Balance at Dec. 31, 2011 | $154 | $300,163 | ($298,387) | $1,930 |
Balance (in Shares) at Dec. 31, 2011 | 15,429,541 | |||
Issuance of shares pursuant to stock awards (in Shares) | 9,420 | |||
Stock compensation expense | 343 | 343 | ||
Issuance of stock warrants | 533 | 533 | ||
Net Loss | -19,574 | -19,574 | ||
Balance at Dec. 31, 2012 | 154 | 301,039 | -317,961 | -16,768 |
Balance (in Shares) at Dec. 31, 2012 | 15,438,961 | |||
Issuance of shares pursuant to stock awards (in Shares) | 13,795 | |||
Issuance of stock to lenders | 7 | 2,428 | 2,435 | |
Issuance of stock to lenders (in Shares) | 700,000 | |||
Stock compensation expense | 512 | 512 | ||
Net Loss | -22,677 | -22,677 | ||
Balance at Dec. 31, 2013 | 161 | 303,979 | -340,638 | -36,498 |
Balance (in Shares) at Dec. 31, 2013 | 16,152,756 | |||
Issuance of shares pursuant to stock awards (in Shares) | 29,327 | |||
Issuance of stock to lenders | 14 | 14,443 | 14,457 | |
Issuance of stock to lenders (in Shares) | 1,435,713 | |||
Issuance of shares pursuant to warrant exercise (in Shares) | 24,441 | |||
Issuance of stock pursuant to bond conversion | 1 | 310 | 311 | |
Issuance of stock pursuant to bond conversion (in Shares) | 39,037 | |||
Stock compensation expense | 1 | 872 | 873 | |
Net Loss | -18,881 | -18,881 | ||
Balance at Dec. 31, 2014 | $177 | $319,604 | ($359,519) | ($39,738) |
Balance (in Shares) at Dec. 31, 2014 | 17,681,274 |
Note_1_Description_of_Business
Note 1 - Description of Business | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure Text Block [Abstract] | |
Business Description and Basis of Presentation [Text Block] | NOTE 1 – DESCRIPTION OF BUSINESS |
Cadiz Inc. (“Cadiz” or the “Company”) is a land and water resource development company with 45,000 acres of land in three areas of eastern San Bernardino County, California. Virtually all of this land is underlain by high-quality, naturally recharging groundwater resources, and is situated in proximity to the Colorado River and the Colorado River Aqueduct (“CRA”), a major source of imported water for Southern California. The Company’s main objective is to realize the highest and best use of these land and water resources in an environmentally responsible way. | |
For more than 20 years, the Company has maintained an agricultural development at its 34,000-acre property in the Cadiz and Fenner valleys of eastern San Bernardino County (the “Cadiz/Fenner Property”), relying upon groundwater from the underlying aquifer system for irrigation. In 1993, Cadiz secured permits to develop agriculture on up to 9,600 acres of the Cadiz/Fenner Property and withdraw more than one million acre-feet of groundwater from the underlying aquifer system. Since that time, the Company has maintained various levels of agriculture at the property and this operation has provided its principal source of revenue. | |
At present, the Company’s water development efforts are primarily focused on the Cadiz Valley Water Conservation, Recovery and Storage Project (the “Water Project” or the “Project”), which will capture and conserve millions of acre-feet of native groundwater currently being lost to evaporation from the aquifer system beneath the Company’s Cadiz/Fenner Property and deliver it to water providers throughout Southern California. Cadiz believes that the ultimate implementation of this Water Project will create the primary source of its future cash flow and, accordingly, its working capital requirements relate largely to the development activities associated with this Water Project. | |
The Company also continues to explore additional uses of its land and water resource assets, including new agricultural opportunities, the development of a land conservation bank on its properties outside the Water Project area and other long-term legacy uses of the Company’s properties such as habitat conservation and cultural uses. | |
In addition to these development efforts, Cadiz will also pursue strategic investments in complementary business or infrastructure to meet its objectives. The Company cannot predict with certainty when or if these objectives will be realized. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Significant Accounting Policies [Text Block] | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Basis of Presentation | |||||
The Consolidated Financial Statements of the Company have been prepared using accounting principles applicable to a going concern, which assumes realization of assets and settlement of liabilities in the normal course of business. The Company incurred losses of $18.9 million, $22.7 million and $19.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. The Company had working capital of $14.9 million at December 31, 2014, and used cash in operations of $10.1 million for the year ended December 31, 2014. Cash requirements during the twelve months ended December 31, 2014, primarily reflect certain administrative and litigation costs related to the Company’s water project development efforts. Currently, the Company’s sole focus is the development of its land and water assets. | |||||
In March 2013, the Company completed arrangements with its senior lenders to refinance its then existing $66 million zero coupon convertible term loan (“Term Loan”). Under the terms of the new arrangements, the existing lenders held $30 million of non-convertible secured debt at the time of the transaction, with the balance of the Company’s outstanding debt of approximately $36 million held in a convertible note instrument. Further, the Company increased the capacity of the convertible note instrument with an additional $17.5 million to be used for working capital purposes. In July 2013, the majority of the $30 million of non-convertible secured debt was acquired in a private transaction by MSD Credit Opportunity Master Fund, L.P. (“MSD Credit”). In October 2013, the Company completed arrangements with MSD Credit to increase the secured debt facility by $10 million to fund additional working capital (“New Term Loan”). See Note 6, “Long-Term Debt”. | |||||
In July 2013, the Company filed a new shelf registration statement on Form S-3 registering the issuance of up to $40 million in shares of the Company’s common stock, preferred stock, warrants, subscription rights, units and certain debt instruments in one or more public offerings. In November 2014, the Company raised approximately $14.6 million with the sale of 1,435,713 shares at $10.1751 per share by way of takedown from this shelf registration | |||||
The $14.6 million in additional working capital raised in November 2014, as discussed above, together with the Company’s existing cash resources, provides the Company with sufficient funds to meet its expected working capital needs through the end of February 2016. As further detailed in Note 6 – Long-Term Debt, the Company has a first mortgage debt obligation coming due in March of 2016. Based upon the Company’s current and anticipated usage of cash resources, and depending on its progress toward implementation of the Cadiz Valley Water Conservation, Recovery and Storage Project, the first mortgage obligation may be extinguished, extended or replaced. Further, the Company may require additional working capital during 2016. The Company will evaluate the amount of cash needed, and the manner in which such cash will be raised, on an ongoing basis. The Company may meet any future cash requirements through a variety of means, including equity or debt placements, or through the sale or other disposition of assets. Equity placements would be undertaken only to the extent necessary, so as to minimize the dilutive effect of any such placements upon the Company’s existing stockholders. Limitations on the Company’s liquidity and ability to raise capital may adversely affect it. Sufficient liquidity is critical to meet its resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. If the Company cannot raise needed funds, it might be forced to make substantial reductions in its operating expenses, which could adversely affect its ability to implement its current business plan and ultimately its viability as a company. | |||||
Principles of Consolidation | |||||
The consolidated financial statements include the accounts of Cadiz Inc. and all subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. | |||||
Use of Estimates in Preparation of Financial Statements | |||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, management has made estimates with regard to goodwill and other long-lived assets, stock compensation and deferred tax assets. Actual results could differ from those estimates. | |||||
Revenue Recognition | |||||
The Company recognizes crop sale revenue upon shipment and transfer of title to customers. | |||||
Stock-Based Compensation | |||||
General and administrative expenses include $1.1 million, $0.5 million and $0.4 million of stock-based compensation expenses in the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
The Company applies the Black-Scholes valuation model in determining the fair value of options granted to employees and consultants. For employees, the fair value is then charged to expense on the straight-line basis over the requisite service period. For consultants, the fair value is remeasured at each reporting period and recorded as a liability until the award is settled. | |||||
ASC 718 also requires the Company to estimate forfeitures in calculating the expense related to stock-based compensation as opposed to only recognizing forfeitures and the corresponding reduction in expense as they occur. As of December 31, 2014, all options outstanding are fully vested; therefore, there is no potential impact of forfeitures. The Company is in a tax loss carryforward position and is not expected to realize a benefit from any additional compensation expense recognized under ASC 718. See Note 7, “Income Taxes". | |||||
Net Loss Per Common Share | |||||
Basic net loss per share is computed by dividing the net loss by the weighted-average common shares outstanding. Options, deferred stock units, warrants, and the zero coupon term loan convertible into or exercisable for certain shares of the Company’s common stock were not considered in the computation of net loss per share because their inclusion would have been antidilutive. Had these instruments been included, the fully diluted weighted average shares outstanding would have increased by approximately 8,237,000 shares, 7,012,000 shares and 2,996,000 shares for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
Property, Plant, Equipment and Water Programs | |||||
Property, plant, equipment and water programs are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, generally ten to forty-five years for land improvements and buildings, and five to fifteen years for machinery and equipment. Leasehold improvements are amortized over the shorter of the term of the relevant lease agreement or the estimated useful life of the asset. | |||||
Water rights, storage and supply programs are stated at cost. Certain costs directly attributable to the development of such programs have been capitalized by the Company. These costs, which are expected to be recovered through future revenues, consist of direct labor, drilling costs, consulting fees for various engineering, hydrological, environmental and additional feasibility studies, and other professional and legal fees. While interest on borrowed funds is currently expensed, interest costs related to the construction of project facilities will be capitalized at the time construction of these facilities commences. | |||||
Goodwill and Other Assets | |||||
As a result of a merger in May 1988 between two companies which eventually became known as Cadiz Inc., goodwill in the amount of $7,006,000 was recorded. Approximately $3,193,000 of this amount was amortized prior to the adoption of ASC 350 on January 1, 2002. Since the adoption of ASC 350, there have been no goodwill impairments recorded. | |||||
Amounts | |||||
(in thousands) | |||||
Balance at December 31, 2012 | $ | 3,813 | |||
Adjustments | - | ||||
Balance at December 31, 2013 | 3,813 | ||||
Adjustments | - | ||||
Balance at December 31, 2014 | $ | 3,813 | |||
Deferred loan costs represent costs incurred to obtain debt financing. Such costs are amortized over the life of the related loan using the interest method. At December 31, 2014, the deferred loan fees relate to the corporate term loan, as described in Note 6, “Long-Term Debt”. | |||||
Impairment of Goodwill and Long-Lived Assets | |||||
The Company assesses long-lived assets, excluding goodwill, for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable through the estimated undiscounted future cash flows resulting from the use of the assets. If it is determined that the carrying value of long-lived assets may not be recoverable, the impairment is measured by using the projected discounted cash-flow method. | |||||
The Company tests goodwill for impairment annually as of December 31, or more frequently if events or circumstances indicate carrying values may not be recoverable. | |||||
The Company uses a two-step impairment test to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any) for the Company. The first step considers whether there are qualitative factors present such that it is more likely than not a goodwill impairment exists. If based on qualitative factors it is more likely than not a goodwill impairment exists, the Company performs “Step 2” as described below. | |||||
The step 2 calculation of the impairment test compares the implied fair value of the goodwill to the carrying value of goodwill. The implied fair value of goodwill represents the excess of the estimated fair value above the fair value of the Company's identified assets and liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess (not to exceed the carrying value of goodwill). The determination of the fair value of its assets and liabilities is performed as of the measurement date using observable market data before and after the measurement date (if that subsequent information is relevant to the fair value on the measurement date). | |||||
Income Taxes | |||||
Income taxes are provided for using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable enacted tax rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||
Fair Value of Financial Instruments | |||||
Financial assets with carrying values approximating fair value include cash and cash equivalents and accounts receivable. Financial liabilities with carrying values approximating fair value include accounts payable and accrued liabilities due to their short-term nature. The carrying value of the Company's debt approximates fair value, based on interest rates available to the Company for debt with similar terms. See Note 6, “Long-Term Debt”, for discussion of fair value of debt. | |||||
Supplemental Cash Flow Information | |||||
No cash payments, including interest, are due on the corporate secured debt or convertible notes prior to their maturities. | |||||
In November and December 2014, approximately $314 thousand in convertible notes were converted by certain of the Company’s lenders. As a result, 39,037 shares of common stock were issued to the lenders. | |||||
The Company recorded $2,500 in non-cash additions to fixed assets during the year ended December 31, 2014, which were accrued at year end. Non-cash additions to fixed assets recorded as of December 31, 2013 and 2012 were $923,000 and $1,090,000 respectively. | |||||
Cash payments for income taxes were $4,000, $5,700 and $10,000 in the years ended December 31, 2014, 2013, and 2012, respectively. | |||||
Recent Accounting Pronouncements | |||||
Presentation of Unrecognized Tax Benefits | |||||
In July 2013, the FASB issued an accounting standards update which will require an unrecognized tax benefit be presented on the balance sheet as a reduction of a deferred tax asset for a net operating loss ("NOL") or tax credit carryforward under certain circumstances. The guidance is effective for all fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this pronouncement did not have any impact on the Company’s Consolidated Financial Statements. | |||||
Accounting Guidance Not Yet Adopted | |||||
On May 28, 2014, the FASB issued an accounting standards update on revenue recognition including enhanced disclosures. Under the new standard, revenue is recognized when (or as) a good or service is transferred to the customer and the customer obtains control of the good or service. The Company is currently evaluating this new guidance which is effective January 1, 2017 and cannot determine the impact of this standard at this time. | |||||
In August 2014, the FASB issued an accounting standards update requiring an entity’s management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The Company is currently evaluating this new guidance which is effective for all fiscal years beginning after December 15, 2016, and all annual and interim periods thereafter, and cannot determine the impact of this standard at this time. |
Note_3_Property_Plant_Equipmen
Note 3 - Property, Plant, Equipment and Water Programs | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3 – PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS | ||||||||
Property, plant, equipment and water programs consist of the following (dollars in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Land and land improvements | $ | 24,202 | $ | 24,191 | |||||
Water programs | 21,324 | 21,324 | |||||||
Buildings | 1,200 | 1,187 | |||||||
Leasehold improvements | 570 | 570 | |||||||
Furniture and fixtures | 458 | 458 | |||||||
Machinery and equipment | 1,176 | 1,129 | |||||||
Construction in progress | 99 | 97 | |||||||
49,029 | 48,956 | ||||||||
Less accumulated depreciation | (5,389 | ) | (5,136 | ) | |||||
$ | 43,640 | $ | 43,820 | ||||||
Note_4_Other_Assets
Note 4 - Other Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Other Assets Disclosure [Text Block] | NOTE 4 – OTHER ASSETS | ||||||||
Other assets consist of the following (dollars in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Prepaid rent | $ | 2,998 | $ | 2,812 | |||||
Security deposits | 133 | 133 | |||||||
$ | 3,131 | $ | 2,945 | ||||||
Prepaid rent primarily consists of fees incurred to obtain the right-of-way for the Water Project. Amortization of prepaid rent was approximately $115,000, $373,000 and $1,088,000 in 2014, 2013 and 2012, respectively. |
Note_5_Accrued_Liabilities
Note 5 - Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 5 – ACCRUED LIABILITIES | ||||||||
At December 31, 2014 and 2013, accrued liabilities consist of the following (dollars in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Payroll, bonus, and benefits | $ | 54 | $ | 141 | |||||
Legal and consulting | 902 | 1,300 | |||||||
Stock-based compensation | 275 | 71 | |||||||
Other accrued expenses | 349 | 226 | |||||||
$ | 1,580 | $ | 1,738 | ||||||
Note_6_Longterm_Debt
Note 6 - Long-term Debt | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Disclosure [Text Block] | NOTE 6 – LONG-TERM DEBT | ||||||||
At December 31, 2014 and 2013, the carrying amount of the Company’s outstanding debt is summarized as follows (dollars in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Senior secured debt due March 5, 2016 | |||||||||
Interest accrues at 8% per annum | $ | 34,735 | $ | 32,055 | |||||
Senior secured debt due June 30, 2017 | |||||||||
Interest accrues at 8% per annum | 10,986 | 10,138 | |||||||
Convertible note instrument due March 5, 2018 | |||||||||
Interest accrues at 7% per annum | 60,455 | 56,638 | |||||||
Other loans | 28 | 39 | |||||||
Debt discount, net of accumulated accretion | (1,809 | ) | (2,442 | ) | |||||
104,395 | 96,428 | ||||||||
Less current portion | 11 | 11 | |||||||
$ | 104,384 | $ | 96,417 | ||||||
The carrying value of the Company’s debt, before discount, approximates fair value. The fair value of the Company’s debt (Level 2) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company for similar debt instruments of comparable maturities by its lenders. | |||||||||
Pursuant to the Company’s loan agreements, annual maturities of long-term debt outstanding on December 31, 2014, are as follows: | |||||||||
Year Ending | ($ in thousands) | ||||||||
31-Dec | |||||||||
2015 | $ | 11 | |||||||
2016 | 34,746 | ||||||||
2017 | 10,992 | ||||||||
2018 | 60,455 | ||||||||
2019 | - | ||||||||
$ | 106,204 | ||||||||
In March 2013, the Company completed arrangements with its senior lenders to refinance the Company’s existing $66 million corporate term debt. The new arrangements established two separate debt instruments, a $30 million senior secured mortgage loan due in three years, and a $53.5 million in convertible notes due in five years, with no principal or interest payments due on either instrument until maturity. The new debt instruments replaced all existing term debt as of March 5, 2013, and provided $17.5 million in working capital to fund the Company’s current operations, including pre-construction activities related to the Project. | |||||||||
The major components of the refinancing included: | |||||||||
● | A $30 million senior term loan secured by the underlying assets of the Company, including landholdings and infrastructure (the “Senior Secured Debt”). The instrument accrues interest at 8% per annum and requires no principal or interest payments before maturity on March 5, 2016. Prepayment would be mandatory following any asset sale or voluntarily at the Company’s option, subject to a premium. The Senior Secured Debt has a senior position to any other Company debt instrument. | ||||||||
● | A $53.5 million in convertible notes (the “Convertible Notes”). The Convertible Notes provide for convertibility into the Company’s common stock at a price of $8.05 per share. Interest accrues at 7% per annum, with no principal or interest payments required before maturity on March 5, 2018. This instrument has a junior position to the Senior Secured Debt. | ||||||||
The March 2013 credit facility does not constitute a troubled debt restructuring and was accounted for as a debt extinguishment under ASC 470-50. The fair value of the new credit facility was recorded at face value. The Company recorded a loss on extinguishment of debt in the amount of $1.06 million which consisted of the write-off of unamortized debt discount, unamortized debt issuance costs and fees paid to the lenders. | |||||||||
The Company incurred $1.2 million of legal expenses and placement agent fees related to the negotiation and documentation of the refinancing which was capitalized and is being amortized over the life of the Convertible Notes. | |||||||||
On October 30, 2013, the Company entered into an agreement (“Credit Agreement”) with its majority senior lender, MSD Credit Opportunity Master Fund, L.P. (“MSD Credit”), to increase its existing $30 million senior secured mortgage loan by $10 million to fund additional working capital. MSD Credit previously acquired the majority interest of the $30 million portion of the debt in a private transaction. The $10 million tranche accrues interest at 8% and requires no principal or interest payments prior to maturity on June 30, 2017. The $10 million and the original $30 million are both secured by the underlying assets of the Company, including all landholdings and infrastructure. The Credit Agreement also now provides that in the case of certain asset sales unrelated to the Water Project, the Company would retain for working capital purposes up to 50% of the first $10 million of sales, with the remainder requiring mandatory prepayment of the Senior Secured Debt. In addition, as part of this transaction, the Company issued 700,000 shares of Cadiz Inc. common stock to MSD Credit subject to certain restrictions on resale. The fair value of the shares of common stock issued totaled approximately $2.4 million, which was recorded as additional debt discount with a corresponding amount recorded as additional paid-in capital. Such debt discount is accreted to the redemption value of the instrument over the remaining term of the loan as additional interest expense. In addition, the Company incurred $110,000 of lender fees which was recorded as additional debt discount and is being amortized over the remaining term of the loan. | |||||||||
In November and December 2014, approximately $314 thousand in Convertible Notes were converted by certain of the Company’s lenders. As a result, 39,037 shares of common stock were issued to the lenders. | |||||||||
Both the Senior Secured Debt and the Convertible Notes contain representations, warranties and covenants that are typical for agreements of this type, including restrictions that would limit the Company’s ability to incur additional indebtedness, incur liens, pay dividends or make restricted payments, dispose of assets, make investments and merge or consolidate with another person. However, while there are affirmative covenants, there are no financial maintenance covenants and no restrictions on the Company’s ability to issue additional common stock to fund future working capital needs. The debt covenants were negotiated by the parties with a view towards the Company’s operating and financial condition as it existed at the time the agreements were executed. At December 31, 2014, the Company was in compliance with its debt covenants. |
Note_7_Income_Taxes
Note 7 - Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Tax Disclosure [Text Block] | NOTE 7 – INCOME TAXES | ||||||||||||
Deferred taxes are recorded based upon differences between the financial statement and tax basis of assets and liabilities and available carryforwards. Temporary differences and carryforwards which gave rise to a significant portion of deferred tax assets and liabilities as of December 31, 2014 and 2013 are as follows (dollars in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating losses | $ | 62,719 | $ | 56,294 | |||||||||
Fixed asset basis difference | 6,518 | 6,559 | |||||||||||
Contributions carryover | 2 | 2 | |||||||||||
Deferred compensation | 2,659 | 2,354 | |||||||||||
Accrued liabilities | 41 | 63 | |||||||||||
Total deferred tax assets | 71,939 | 65,272 | |||||||||||
Valuation allowance for deferred tax assets | (71,939 | ) | (65,272 | ) | |||||||||
Net deferred tax asset | $ | - | $ | - | |||||||||
The valuation allowance increased $6,667,000 and $5,231,000 in 2014 and 2013, respectively. The change in deferred tax assets resulted from current year net operating losses and changes to future tax deductions resulting from terms of stock compensation plans, fixed assets, and accrued liabilities. | |||||||||||||
As of December 31, 2014, the Company had net operating loss (NOL) carryforwards of approximately $220.6 million for federal income tax purposes and $127.7 million for California income tax purposes. Such carryforwards expire in varying amounts through the year 2034. Use of the carryforward amounts is subject to an annual limitation as a result of ownership changes. | |||||||||||||
As of December 31, 2014, the Company possessed unrecognized tax benefits totaling approximately $2.8 million. None of these, if recognized, would affect the Company's effective tax rate because the Company has recorded a full valuation allowance against these assets. | |||||||||||||
The Company's tax years 2011 through 2014 remain subject to examination by the Internal Revenue Service, and tax years 2010 through 2014 remain subject to examination by California tax authorities. In addition, the Company's NOL carryforward amounts are generally subject to examination and adjustment for a period of three years for federal tax purposes and four years for California purposes, beginning when such carryforwards are utilized to reduce taxes in a future tax year. | |||||||||||||
A reconciliation of the income tax benefit to the statutory federal income tax rate is as follows (dollars in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected federal income tax benefit at 34% | $ | (6,418 | ) | $ | (7,698 | ) | $ | (6,614 | ) | ||||
Loss with no tax benefit provided | 5,766 | 7,108 | 5,535 | ||||||||||
State income tax | 4 | 6 | 10 | ||||||||||
State tax benefit | 0 | 0 | (321 | ) | |||||||||
Non-deductible expenses and other | 652 | 590 | 1,079 | ||||||||||
Income tax expense (benefit) | $ | 4 | $ | 6 | $ | (311 | ) | ||||||
Because it is more likely than not that the Company will not realize its net deferred tax assets, it has recorded a full valuation allowance against these assets. Accordingly, no deferred tax asset has been recorded in the consolidated balance sheet. |
Note_8_Employee_Benefit_Plans
Note 8 - Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | NOTE 8 – EMPLOYEE BENEFIT PLANS |
The Company has a 401(k) Plan for its salaried employees. The Company matches 100% of the first three percent of annual base salary and 50% of the next two percent of annual base salary contributed by an employee to the plan. The Company contributed approximately $42,000, $54,000 and $62,000 to the plans in 2014, 2013 and 2012, respectively. |
Note_9_Common_Stock
Note 9 - Common Stock | 12 Months Ended | ||
Dec. 31, 2014 | |||
Stockholders' Equity Note [Abstract] | |||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 – COMMON STOCK | ||
On January 9, 2013, Cadiz revised its existing agreement with the law firm of Brownstein Hyatt Farber Schreck LLP (“Brownstein”). Under this agreement, Brownstein provides certain legal and advisory services to the Company, including the services of Mr. Scott Slater, the Company’s Chief Executive Officer. As previously disclosed, the Company had agreed to pay to Brownstein an amount of up to 1% of the net present value of the Water Project as incentive compensation in consideration of the services provided by Brownstein under the original agreement. | |||
The revised agreement replaced the net present-value-based incentive compensation provisions of the original agreement with an agreement to issue up to a total of 400,000 shares of the Company’s common stock, with 100,000 shares earned upon the achievement of each of four enumerated milestones as follows: | |||
i. | 100,000 shares earned upon the execution of the revised agreement; | ||
ii. | 100,000 shares earned upon receipt by the Company of a final judicial order dismissing all legal challenges to the Final Environmental Impact Report for the Project; | ||
iii. | 100,000 shares earned upon the signing of binding agreements for more than 51% of the Project’s annual capacity; and | ||
iv. | 100,000 shares earned upon the commencement of construction of all of the major facilities contemplated in the Final Environmental Impact Report necessary for the completion and delivery of the Project. | ||
All shares earned upon achievement of any of the four milestones will be payable three years from the date earned. The agreement also provides for base cash compensation payments to Brownstein of $25,000 per month. | |||
In accordance with ASC 505, the Company recognized stock compensation in the amount of $373,000 for the first of the four milestones which was satisfied on January 9, 2013. Because the shares are payable three years from the date earned, the fair value of these shares was estimated by discounting the current market price of the Company’s common stock by the fair value of a protective put using the Black-Scholes model. | |||
As discussed in Note 6, “Long-Term Debt”, principal and accrued interest on the Convertible Notes is convertible into common shares of the Company at the Lender’s option. The terms of the loan include optional prepayment provisions that could result in an early conversion of the loan under certain circumstances. |
Note_10_Stockbased_Compensatio
Note 10 - Stock-based Compensation Plans and Warrants | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 10 – STOCK-BASED COMPENSATION PLANS AND WARRANTS | ||||||||||||||||
The Company has issued options and has granted stock awards pursuant to its 2003 Management Equity Incentive Plan, 2009 Equity Incentive Plan and 2014 Equity Incentive Plan, as described below. | |||||||||||||||||
2003 Management Equity Incentive Plan | |||||||||||||||||
In December 2003, the Company’s board of directors authorized the adoption of a Management Equity Incentive Plan. As of December 31, 2014, a total of 315,000 common stock options remain outstanding under this plan. | |||||||||||||||||
2009 Equity Incentive Plan | |||||||||||||||||
The 2009 Equity Incentive Plan was approved by stockholders at the 2009 Annual Meeting. The plan provides for the grant and issuance of up to 850,000 shares and options to the Company’s employees and consultants. The plan became effective when the Company filed a registration statement on Form S-8 on December 18, 2009. All options issued under the 2009 Equity Incentive Plan have a ten-year term with vesting periods ranging from issuance date to 24 months. Under the plan, a total of 537,500 common stock purchase options have been issued. In May 2014, unexercised option to purchase 20,000 shares were forfeited. As of December 31, 2014, 507,500 common stock options remain outstanding under this plan. | |||||||||||||||||
2014 Equity Incentive Plan | |||||||||||||||||
The 2014 Equity Incentive Plan was approved by stockholders at the June 10, 2014 Annual Meeting. The plan provides for the grant and issuance of up to 675,000 shares and options to the Company’s employees, directors and consultants. Upon approval of the 2014 Equity Incentive Plan, all shares of common stock that remained available for award under the 2009 Equity Incentive Plan were cancelled. Following registration of the 2014 Plan on Form S-8, the Company entered into revised employment agreements with certain senior management that provide for the issuance of up to 162,500 Restricted Stock Units (“RSU’s”) during the period July 1, 2014 through December 31, 2016 and the issuance of up to 200,000 RSU’s in connection with obtaining construction financing for the Water Project. Of the 162,500 restricted stock units granted on July 1 pursuant to these employment agreements, 32,500 shares are vested as of December 31, 2014. | |||||||||||||||||
Under the 2014 Equity Incentive Plan, each outside director receives $30,000 of cash compensation and receives a deferred stock award consisting of shares of the Company’s common stock with a value equal to $20,000 on June 30 of each year. The award accrues on a quarterly basis, with $7,500 of cash compensation and $5,000 of stock earned for each fiscal quarter in which a director serves. The deferred stock award vests automatically on January 31 in the year following the award date. | |||||||||||||||||
All options that have been issued under the above plans have been issued to officers, employees and consultants of the Company. In total, options to purchase 822,500 shares were unexercised and outstanding on December 31, 2014, under the three equity incentive plans. | |||||||||||||||||
For consultants of the Company, the fair value of each option granted under the 2009 Equity Incentive Plan is estimated at each reporting period using the Black-Scholes option pricing model and recorded as a liability until the award is settled. | |||||||||||||||||
For officers and employees of the Company, the fair value of each option granted under the plans was estimated on the date of grant using the Black-Scholes option pricing model based on the following weighted-average assumptions: | |||||||||||||||||
Risk-free interest rate | 3.9 | % | |||||||||||||||
Expected life (years) | 9.4 | ||||||||||||||||
Expected volatility | 52 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
The risk-free interest rate is assumed to be equal to the yield of a U.S. Treasury bond of comparable maturity, as published in the Federal Reserve Statistical Release for the relevant date. The expected life estimate is based on an analysis of the employees receiving option grants and the expected behavior of each employee. The expected volatility is derived from an analysis of the historical volatility of the trading price per share of the Company’s common stock on the NASDAQ Global Market. The Company does not anticipate that it will pay dividends to common stockholders in the future. | |||||||||||||||||
The Company recognized no stock option related compensation costs for the year ended December 31, 2014, and $43,000, and $284,000 in the years ended December 31, 2013 and 2012, respectively, relating to these options. No stock options were exercised during 2014. | |||||||||||||||||
A summary of option activity under the plans as of December 31, 2014, and changes during the year ended are presented below: | |||||||||||||||||
Weighted- | Average | Aggregate | |||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Options | Shares | Price | Term | ($000’s) | |||||||||||||
Outstanding January 1, 2014 | 842,500 | $ | 11.84 | 4.5 | $ | 7,316 | |||||||||||
Granted | - | $ | - | - | - | ||||||||||||
Exercised | - | $ | - | - | - | ||||||||||||
Forfeited or expired | (20,000 | ) | $ | 12.6 | 6.2 | 135 | |||||||||||
Outstanding at December 31, 2014 | 822,500 | $ | 11.82 | 3.4 | 7,181 | ||||||||||||
Exercisable at December 31, 2014 | 822,500 | $ | 11.82 | 3.4 | $ | 7,181 | |||||||||||
No options were granted in 2014, 2013 and 2012. The following table summarizes stock option activity for the periods noted: | |||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Amount | Exercise Price | ||||||||||||||||
Outstanding at January 1, 2012 | 862,500 | $ | 11.92 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Expired or canceled | - | $ | - | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Outstanding at December 31, 2012 | 862,500 | $ | 11.92 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Expired or canceled | 20,000 | $ | 15.25 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Outstanding at December 31, 2013 | 842,500 | $ | 11.84 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Expired or canceled | 20,000 | $ | 12.6 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Outstanding at December 31, 2014 | 822,500 | (a) | $ | 11.82 | |||||||||||||
Options exercisable at December 31, 2014 | 822,500 | $ | 11.82 | ||||||||||||||
Weighted-average years of remaining contractual life of options outstanding at December 31, 2014 | 3.4 | ||||||||||||||||
(a) | Exercise prices vary from $9.88 to $13.95, and expiration dates vary from May 2015 to December 2021. | ||||||||||||||||
Stock Awards to Directors, Officers, Consultants and Employees | |||||||||||||||||
The Company has granted stock awards pursuant to its 2009 Equity Incentive Plan and 2014 Equity Incentive Plan. | |||||||||||||||||
Of the total 850,000 shares reserved under the 2009 Equity Incentive Plan, 115,000 restricted shares of common stock were granted on January 14, 2010, and 140,000 restricted shares of common stock were granted on January 10, 2011, consistent with the terms of the agreements pursuant to which those executives provide services to the Company and which contemplate that such executives will participate in the Company’s long-term incentive plans. The recipients of these restricted shares have a contractual agreement not to sell any of these shares for a period of three years following the effective date. Of the remaining 595,000 shares reserved under the 2009 Equity Incentive Plan, 42,265 shares of common stock were awarded to directors and 507,500 were issued as options as described above. Upon approval of the 2014 Equity Incentive Plan in June 2014, 45,235 shares remaining available for award under the 2009 Equity Incentive Plan were cancelled. | |||||||||||||||||
Under the 2014 Equity Incentive Plan, 44,358 shares have been awarded to the Company’s directors, consultants and employees. Of the 44,358 shares awarded, 14,514 shares were awarded for service during the plan year ended June 30, 2014, became effective on that date and vested on January 31, 2015. | |||||||||||||||||
The accompanying consolidated statements of operations and comprehensive loss include approximately $1,077,000, $100,000 and $99,000 of stock-based compensation expense related to stock awards in the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
A summary of stock awards activity under the plans during the years ended December 31, 2014 and 2013 is presented below: | |||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Grant-date | |||||||||||||||||
Shares | Fair Value | ||||||||||||||||
Nonvested at December 31, 2012 | 13,795 | $ | 7.21 | ||||||||||||||
Granted | 19,483 | $ | 4.6 | ||||||||||||||
Forfeited or canceled | - | $ | - | ||||||||||||||
Vested | (13,795 | ) | $ | 7.21 | |||||||||||||
Nonvested at December 31, 2013 | 19,483 | $ | 4.6 | ||||||||||||||
Granted | 206,858 | $ | 8.69 | ||||||||||||||
Forfeited or canceled | - | $ | - | ||||||||||||||
Vested | (81,827 | ) | $ | 8.07 | |||||||||||||
Nonvested at December 31, 2014 | 144,514 | $ | 8.5 | ||||||||||||||
Stock Purchase Warrants Issued to Non-Employees | |||||||||||||||||
The Company accounts for equity securities issued to non-employees in accordance with the provisions of ASC 505. | |||||||||||||||||
On November 30, 2011, the Company raised $6 million with a private placement of 666,667 shares of Common Stock at a price of $9 per share. For every three (3) shares of Common Stock issued, the Company issued one (1) Common Stock purchase warrant entitling the holder to purchase one (1) share of Common Stock at an exercise price of $13 per share. These warrants expired on December 8, 2014. | |||||||||||||||||
On October 30, 2012, the Company increased the capacity of its existing Term Loan facility with an additional $5 million facility. Concurrently with the funding of the facility, the Company issued warrants to the lenders to purchase an aggregate of 250,000 shares of its common stock. These warrants have an exercise price of $10 per share and must be exercised not later than two years from the date of issuance. In August and September 2014, holders of 137,500 warrants exercised their warrants in a cashless exercise. As a result, 24,411 shares of common stock were issued to the holders. The remaining 112,500 warrants expired on October 30, 2014. | |||||||||||||||||
As of December 31, 2014, no warrants remain outstanding. |
Note_11_Segment_Information
Note 11 - Segment Information | 12 Months Ended |
Dec. 31, 2014 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 11 – SEGMENT INFORMATION |
The primary business of the Company is to acquire and develop land and water resources. As a result, the Company’s financial results are reported in a single segment. |
Note_12_Commitments_and_Contin
Note 12 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 12 – COMMITMENTS AND CONTINGENCIES |
The Company leases equipment and office facilities under operating leases that expire through January 2016. Aggregate rental expense under all operating leases was approximately $202,000, $219,000 and $343,000 in the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, the future minimum rental commitments under existing non-cancelable operating leases totaled $182,000 due during the year ending December 31, 2015. | |
In the normal course of its agricultural operations, the Company handles, stores, transports and dispenses products identified as hazardous materials. Regulatory agencies periodically conduct inspections and, currently, there are no pending claims with respect to hazardous materials. | |
The Company entered into a Services and Exclusivity Agreement with Layne Christensen Company (“Layne”) on November 2, 2009. The agreement provides that the Company will contract exclusively with Layne for certain water related services, including drilling of boreholes, drilling of monitoring wells, completion of test wells, completion of production wells, and completion of aquifer, storage and recovery wells. In exchange for the Services and Exclusivity Agreement, Layne has agreed to forego $923,000 for work performed. This amount continues to be recorded as an other long-term liability as of December 31, 2014, and will be credited toward future work performed during the construction phase of the Water Project. | |
Pursuant to cost-sharing agreements that have been entered into by participants in the Company’s Water Project, $750,000 in funds has offset costs incurred in the environmental analysis of the Water Project. These funds may either be reimbursed or credited to participants participation in the Water Project and, accordingly, are fully reflected as deferred revenue as of December 31, 2014. | |
In California, third parties have the ability to challenge California Environmental Quality Act approvals in State Court, and, in 2012, the Company was named as a real-party-in-interest in nine lawsuits challenging the various Water Project approvals granted by the Santa Margarita Water District (“SMWD”) and San Bernardino County (the “County”). In 2013, three cases were dismissed or otherwise settled. Trial in the six remaining cases, which were brought by two petitioners, began in December 2013 and concluded in February 2014. In September 2014, the Court issued final signed judgments (“Judgments”) formally denying all claims brought in the six lawsuits. The Judgments upheld the environmental review and approvals of the Water Project and also awarded costs to SMWD, the County, Cadiz and Fenner Valley Mutual Water Company as the prevailing parties in the cases. The Judgments served as the Court’s final actions in the six cases. | |
During the fourth quarter of 2014, the petitioners filed independent appeals of the six Judgments in the California Court of Appeals, Fourth District. These appeals were anticipated and are expected to be heard by the Appeals Court in 2015. The appeals process is not projected to have any impact on the Company’s ongoing implementation and pre-construction activities for the Water Project. | |
There are no other material legal proceedings pending to which the Company is a party or of which any of the Company’s property is the subject. |
Note_13_Quarterly_Financial_In
Note 13 - Quarterly Financial Information (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Information [Text Block] | NOTE 13 – QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Quarter Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Revenues | $ | 4 | $ | 11 | $ | 305 | $ | 16 | |||||||||
Gross profit (loss) | 4 | 11 | 23 | (59 | ) | ||||||||||||
Operating loss | (2,648 | ) | (2,453 | ) | (2,375 | ) | (2,883 | ) | |||||||||
Net loss | (4,694 | ) | (4,515 | ) | (4,566 | ) | (5,106 | ) | |||||||||
Basic and diluted net loss per common share | $ | (0.29 | ) | $ | (0.28 | ) | $ | (0.28 | ) | $ | (0.30 | ) | |||||
Quarter Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Revenues | $ | 4 | $ | 4 | $ | 182 | $ | 111 | |||||||||
Gross profit (loss) | 4 | 4 | (110 | ) | (152 | ) | |||||||||||
Operating loss | (3,944 | ) | (2,871 | ) | (3,107 | ) | (4,050 | ) | |||||||||
Net loss | (7,439 | ) | (4,461 | ) | (4,797 | ) | (5,980 | ) | |||||||||
Basic and diluted net loss per common share | $ | (0.48 | ) | (0.29 | ) | $ | (0.31 | ) | $ | (0.38 | ) | ||||||
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||||||
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||
For the years ended December 31, 2014, 2013and 2012($ in thousands) | |||||||||||||||||||||
Balance at | Additions Charged to | Balance | |||||||||||||||||||
Beginning | Costs and | Other | at End | ||||||||||||||||||
Year ended December 31, 2014 | of Period | Expenses | Accounts | Deductions | of Period | ||||||||||||||||
Deferred tax asset valuation allowance | $ | 65,272 | $ | 6,667 | $ | - | $ | - | $ | 71,939 | |||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||
Deferred tax asset valuation allowance | $ | 60,041 | $ | 5,231 | $ | - | $ | - | $ | 65,272 | |||||||||||
Year ended December 31, 2012 | |||||||||||||||||||||
Deferred tax asset valuation allowance | $ | 54,788 | $ | 5,253 | $ | - | $ | - | $ | 60,041 | |||||||||||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation | ||||
The Consolidated Financial Statements of the Company have been prepared using accounting principles applicable to a going concern, which assumes realization of assets and settlement of liabilities in the normal course of business. The Company incurred losses of $18.9 million, $22.7 million and $19.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. The Company had working capital of $14.9 million at December 31, 2014, and used cash in operations of $10.1 million for the year ended December 31, 2014. Cash requirements during the twelve months ended December 31, 2014, primarily reflect certain administrative and litigation costs related to the Company’s water project development efforts. Currently, the Company’s sole focus is the development of its land and water assets. | |||||
In March 2013, the Company completed arrangements with its senior lenders to refinance its then existing $66 million zero coupon convertible term loan (“Term Loan”). Under the terms of the new arrangements, the existing lenders held $30 million of non-convertible secured debt at the time of the transaction, with the balance of the Company’s outstanding debt of approximately $36 million held in a convertible note instrument. Further, the Company increased the capacity of the convertible note instrument with an additional $17.5 million to be used for working capital purposes. In July 2013, the majority of the $30 million of non-convertible secured debt was acquired in a private transaction by MSD Credit Opportunity Master Fund, L.P. (“MSD Credit”). In October 2013, the Company completed arrangements with MSD Credit to increase the secured debt facility by $10 million to fund additional working capital (“New Term Loan”). See Note 6, “Long-Term Debt”. | |||||
In July 2013, the Company filed a new shelf registration statement on Form S-3 registering the issuance of up to $40 million in shares of the Company’s common stock, preferred stock, warrants, subscription rights, units and certain debt instruments in one or more public offerings. In November 2014, the Company raised approximately $14.6 million with the sale of 1,435,713 shares at $10.1751 per share by way of takedown from this shelf registration | |||||
The $14.6 million in additional working capital raised in November 2014, as discussed above, together with the Company’s existing cash resources, provides the Company with sufficient funds to meet its expected working capital needs through the end of February 2016. As further detailed in Note 6 – Long-Term Debt, the Company has a first mortgage debt obligation coming due in March of 2016. Based upon the Company’s current and anticipated usage of cash resources, and depending on its progress toward implementation of the Cadiz Valley Water Conservation, Recovery and Storage Project, the first mortgage obligation may be extinguished, extended or replaced. Further, the Company may require additional working capital during 2016. The Company will evaluate the amount of cash needed, and the manner in which such cash will be raised, on an ongoing basis. The Company may meet any future cash requirements through a variety of means, including equity or debt placements, or through the sale or other disposition of assets. Equity placements would be undertaken only to the extent necessary, so as to minimize the dilutive effect of any such placements upon the Company’s existing stockholders. Limitations on the Company’s liquidity and ability to raise capital may adversely affect it. Sufficient liquidity is critical to meet its resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. If the Company cannot raise needed funds, it might be forced to make substantial reductions in its operating expenses, which could adversely affect its ability to implement its current business plan and ultimately its viability as a company. | |||||
Consolidation, Policy [Policy Text Block] | Principles of Consolidation | ||||
The consolidated financial statements include the accounts of Cadiz Inc. and all subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. | |||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates in Preparation of Financial Statements | ||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, management has made estimates with regard to goodwill and other long-lived assets, stock compensation and deferred tax assets. Actual results could differ from those estimates. | |||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||||
The Company recognizes crop sale revenue upon shipment and transfer of title to customers. | |||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | ||||
General and administrative expenses include $1.1 million, $0.5 million and $0.4 million of stock-based compensation expenses in the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
The Company applies the Black-Scholes valuation model in determining the fair value of options granted to employees and consultants. For employees, the fair value is then charged to expense on the straight-line basis over the requisite service period. For consultants, the fair value is remeasured at each reporting period and recorded as a liability until the award is settled. | |||||
ASC 718 also requires the Company to estimate forfeitures in calculating the expense related to stock-based compensation as opposed to only recognizing forfeitures and the corresponding reduction in expense as they occur. As of December 31, 2014, all options outstanding are fully vested; therefore, there is no potential impact of forfeitures. The Company is in a tax loss carryforward position and is not expected to realize a benefit from any additional compensation expense recognized under ASC 718. See Note 7, “Income Taxes". | |||||
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Common Share | ||||
Basic net loss per share is computed by dividing the net loss by the weighted-average common shares outstanding. Options, deferred stock units, warrants, and the zero coupon term loan convertible into or exercisable for certain shares of the Company’s common stock were not considered in the computation of net loss per share because their inclusion would have been antidilutive. Had these instruments been included, the fully diluted weighted average shares outstanding would have increased by approximately 8,237,000 shares, 7,012,000 shares and 2,996,000 shares for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant, Equipment and Water Programs | ||||
Property, plant, equipment and water programs are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, generally ten to forty-five years for land improvements and buildings, and five to fifteen years for machinery and equipment. Leasehold improvements are amortized over the shorter of the term of the relevant lease agreement or the estimated useful life of the asset. | |||||
Water rights, storage and supply programs are stated at cost. Certain costs directly attributable to the development of such programs have been capitalized by the Company. These costs, which are expected to be recovered through future revenues, consist of direct labor, drilling costs, consulting fees for various engineering, hydrological, environmental and additional feasibility studies, and other professional and legal fees. While interest on borrowed funds is currently expensed, interest costs related to the construction of project facilities will be capitalized at the time construction of these facilities commences. | |||||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill and Other Assets | ||||
As a result of a merger in May 1988 between two companies which eventually became known as Cadiz Inc., goodwill in the amount of $7,006,000 was recorded. Approximately $3,193,000 of this amount was amortized prior to the adoption of ASC 350 on January 1, 2002. Since the adoption of ASC 350, there have been no goodwill impairments recorded. | |||||
Amounts | |||||
(in thousands) | |||||
Balance at December 31, 2012 | $ | 3,813 | |||
Adjustments | - | ||||
Balance at December 31, 2013 | 3,813 | ||||
Adjustments | - | ||||
Balance at December 31, 2014 | $ | 3,813 | |||
Deferred loan costs represent costs incurred to obtain debt financing. Such costs are amortized over the life of the related loan using the interest method. At December 31, 2014, the deferred loan fees relate to the corporate term loan, as described in Note 6, “Long-Term Debt”. | |||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Goodwill and Long-Lived Assets | ||||
The Company assesses long-lived assets, excluding goodwill, for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable through the estimated undiscounted future cash flows resulting from the use of the assets. If it is determined that the carrying value of long-lived assets may not be recoverable, the impairment is measured by using the projected discounted cash-flow method. | |||||
The Company tests goodwill for impairment annually as of December 31, or more frequently if events or circumstances indicate carrying values may not be recoverable. | |||||
The Company uses a two-step impairment test to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any) for the Company. The first step considers whether there are qualitative factors present such that it is more likely than not a goodwill impairment exists. If based on qualitative factors it is more likely than not a goodwill impairment exists, the Company performs “Step 2” as described below. | |||||
The step 2 calculation of the impairment test compares the implied fair value of the goodwill to the carrying value of goodwill. The implied fair value of goodwill represents the excess of the estimated fair value above the fair value of the Company's identified assets and liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess (not to exceed the carrying value of goodwill). The determination of the fair value of its assets and liabilities is performed as of the measurement date using observable market data before and after the measurement date (if that subsequent information is relevant to the fair value on the measurement date). | |||||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||||
Income taxes are provided for using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable enacted tax rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments | ||||
Financial assets with carrying values approximating fair value include cash and cash equivalents and accounts receivable. Financial liabilities with carrying values approximating fair value include accounts payable and accrued liabilities due to their short-term nature. The carrying value of the Company's debt approximates fair value, based on interest rates available to the Company for debt with similar terms. See Note 6, “Long-Term Debt”, for discussion of fair value of debt. | |||||
undefined | Supplemental Cash Flow Information | ||||
No cash payments, including interest, are due on the corporate secured debt or convertible notes prior to their maturities. | |||||
In November and December 2014, approximately $314 thousand in convertible notes were converted by certain of the Company’s lenders. As a result, 39,037 shares of common stock were issued to the lenders. | |||||
The Company recorded $2,500 in non-cash additions to fixed assets during the year ended December 31, 2014, which were accrued at year end. Non-cash additions to fixed assets recorded as of December 31, 2013 and 2012 were $923,000 and $1,090,000 respectively. | |||||
Cash payments for income taxes were $4,000, $5,700 and $10,000 in the years ended December 31, 2014, 2013, and 2012, respectively. | |||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||||
Presentation of Unrecognized Tax Benefits | |||||
In July 2013, the FASB issued an accounting standards update which will require an unrecognized tax benefit be presented on the balance sheet as a reduction of a deferred tax asset for a net operating loss ("NOL") or tax credit carryforward under certain circumstances. The guidance is effective for all fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this pronouncement did not have any impact on the Company’s Consolidated Financial Statements. | |||||
Accounting Guidance Not Yet Adopted | |||||
On May 28, 2014, the FASB issued an accounting standards update on revenue recognition including enhanced disclosures. Under the new standard, revenue is recognized when (or as) a good or service is transferred to the customer and the customer obtains control of the good or service. The Company is currently evaluating this new guidance which is effective January 1, 2017 and cannot determine the impact of this standard at this time. | |||||
In August 2014, the FASB issued an accounting standards update requiring an entity’s management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The Company is currently evaluating this new guidance which is effective for all fiscal years beginning after December 15, 2016, and all annual and interim periods thereafter, and cannot determine the impact of this standard at this time. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Schedule of Goodwill [Table Text Block] | Amounts | ||||
(in thousands) | |||||
Balance at December 31, 2012 | $ | 3,813 | |||
Adjustments | - | ||||
Balance at December 31, 2013 | 3,813 | ||||
Adjustments | - | ||||
Balance at December 31, 2014 | $ | 3,813 |
Note_3_Property_Plant_Equipmen1
Note 3 - Property, Plant, Equipment and Water Programs (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment [Table Text Block] | December 31, | ||||||||
2014 | 2013 | ||||||||
Land and land improvements | $ | 24,202 | $ | 24,191 | |||||
Water programs | 21,324 | 21,324 | |||||||
Buildings | 1,200 | 1,187 | |||||||
Leasehold improvements | 570 | 570 | |||||||
Furniture and fixtures | 458 | 458 | |||||||
Machinery and equipment | 1,176 | 1,129 | |||||||
Construction in progress | 99 | 97 | |||||||
49,029 | 48,956 | ||||||||
Less accumulated depreciation | (5,389 | ) | (5,136 | ) | |||||
$ | 43,640 | $ | 43,820 |
Note_4_Other_Assets_Tables
Note 4 - Other Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Schedule of Other Assets [Table Text Block] | December 31, | ||||||||
2014 | 2013 | ||||||||
Prepaid rent | $ | 2,998 | $ | 2,812 | |||||
Security deposits | 133 | 133 | |||||||
$ | 3,131 | $ | 2,945 |
Note_5_Accrued_Liabilities_Tab
Note 5 - Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accrued Liabilities [Table Text Block] | December 31, | ||||||||
2014 | 2013 | ||||||||
Payroll, bonus, and benefits | $ | 54 | $ | 141 | |||||
Legal and consulting | 902 | 1,300 | |||||||
Stock-based compensation | 275 | 71 | |||||||
Other accrued expenses | 349 | 226 | |||||||
$ | 1,580 | $ | 1,738 |
Note_6_Longterm_Debt_Tables
Note 6 - Long-term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Debt [Table Text Block] | December 31, | ||||||||
2014 | 2013 | ||||||||
Senior secured debt due March 5, 2016 | |||||||||
Interest accrues at 8% per annum | $ | 34,735 | $ | 32,055 | |||||
Senior secured debt due June 30, 2017 | |||||||||
Interest accrues at 8% per annum | 10,986 | 10,138 | |||||||
Convertible note instrument due March 5, 2018 | |||||||||
Interest accrues at 7% per annum | 60,455 | 56,638 | |||||||
Other loans | 28 | 39 | |||||||
Debt discount, net of accumulated accretion | (1,809 | ) | (2,442 | ) | |||||
104,395 | 96,428 | ||||||||
Less current portion | 11 | 11 | |||||||
$ | 104,384 | $ | 96,417 | ||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | Year Ending | ($ in thousands) | |||||||
31-Dec | |||||||||
2015 | $ | 11 | |||||||
2016 | 34,746 | ||||||||
2017 | 10,992 | ||||||||
2018 | 60,455 | ||||||||
2019 | - | ||||||||
$ | 106,204 |
Note_7_Income_Taxes_Tables
Note 7 - Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating losses | $ | 62,719 | $ | 56,294 | |||||||||
Fixed asset basis difference | 6,518 | 6,559 | |||||||||||
Contributions carryover | 2 | 2 | |||||||||||
Deferred compensation | 2,659 | 2,354 | |||||||||||
Accrued liabilities | 41 | 63 | |||||||||||
Total deferred tax assets | 71,939 | 65,272 | |||||||||||
Valuation allowance for deferred tax assets | (71,939 | ) | (65,272 | ) | |||||||||
Net deferred tax asset | $ | - | $ | - | |||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected federal income tax benefit at 34% | $ | (6,418 | ) | $ | (7,698 | ) | $ | (6,614 | ) | ||||
Loss with no tax benefit provided | 5,766 | 7,108 | 5,535 | ||||||||||
State income tax | 4 | 6 | 10 | ||||||||||
State tax benefit | 0 | 0 | (321 | ) | |||||||||
Non-deductible expenses and other | 652 | 590 | 1,079 | ||||||||||
Income tax expense (benefit) | $ | 4 | $ | 6 | $ | (311 | ) |
Note_10_Stockbased_Compensatio1
Note 10 - Stock-based Compensation Plans and Warrants (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Risk-free interest rate | 3.9 | % | ||||||||||||||
Expected life (years) | 9.4 | ||||||||||||||||
Expected volatility | 52 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted- | Average | Aggregate | ||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Options | Shares | Price | Term | ($000’s) | |||||||||||||
Outstanding January 1, 2014 | 842,500 | $ | 11.84 | 4.5 | $ | 7,316 | |||||||||||
Granted | - | $ | - | - | - | ||||||||||||
Exercised | - | $ | - | - | - | ||||||||||||
Forfeited or expired | (20,000 | ) | $ | 12.6 | 6.2 | 135 | |||||||||||
Outstanding at December 31, 2014 | 822,500 | $ | 11.82 | 3.4 | 7,181 | ||||||||||||
Exercisable at December 31, 2014 | 822,500 | $ | 11.82 | 3.4 | $ | 7,181 | |||||||||||
Schedule of Other Share-based Compensation, Activity [Table Text Block] | Weighted- | ||||||||||||||||
Average | |||||||||||||||||
Amount | Exercise Price | ||||||||||||||||
Outstanding at January 1, 2012 | 862,500 | $ | 11.92 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Expired or canceled | - | $ | - | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Outstanding at December 31, 2012 | 862,500 | $ | 11.92 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Expired or canceled | 20,000 | $ | 15.25 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Outstanding at December 31, 2013 | 842,500 | $ | 11.84 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Expired or canceled | 20,000 | $ | 12.6 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Outstanding at December 31, 2014 | 822,500 | (a) | $ | 11.82 | |||||||||||||
Options exercisable at December 31, 2014 | 822,500 | $ | 11.82 | ||||||||||||||
Weighted-average years of remaining contractual life of options outstanding at December 31, 2014 | 3.4 | ||||||||||||||||
Schedule of Nonvested Share Activity [Table Text Block] | Weighted- | ||||||||||||||||
Average | |||||||||||||||||
Grant-date | |||||||||||||||||
Shares | Fair Value | ||||||||||||||||
Nonvested at December 31, 2012 | 13,795 | $ | 7.21 | ||||||||||||||
Granted | 19,483 | $ | 4.6 | ||||||||||||||
Forfeited or canceled | - | $ | - | ||||||||||||||
Vested | (13,795 | ) | $ | 7.21 | |||||||||||||
Nonvested at December 31, 2013 | 19,483 | $ | 4.6 | ||||||||||||||
Granted | 206,858 | $ | 8.69 | ||||||||||||||
Forfeited or canceled | - | $ | - | ||||||||||||||
Vested | (81,827 | ) | $ | 8.07 | |||||||||||||
Nonvested at December 31, 2014 | 144,514 | $ | 8.5 |
Note_13_Quarterly_Financial_In1
Note 13 - Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | (in thousands, except per share data) | ||||||||||||||||
Quarter Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Revenues | $ | 4 | $ | 11 | $ | 305 | $ | 16 | |||||||||
Gross profit (loss) | 4 | 11 | 23 | (59 | ) | ||||||||||||
Operating loss | (2,648 | ) | (2,453 | ) | (2,375 | ) | (2,883 | ) | |||||||||
Net loss | (4,694 | ) | (4,515 | ) | (4,566 | ) | (5,106 | ) | |||||||||
Basic and diluted net loss per common share | $ | (0.29 | ) | $ | (0.28 | ) | $ | (0.28 | ) | $ | (0.30 | ) | |||||
Quarter Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Revenues | $ | 4 | $ | 4 | $ | 182 | $ | 111 | |||||||||
Gross profit (loss) | 4 | 4 | (110 | ) | (152 | ) | |||||||||||
Operating loss | (3,944 | ) | (2,871 | ) | (3,107 | ) | (4,050 | ) | |||||||||
Net loss | (7,439 | ) | (4,461 | ) | (4,797 | ) | (5,980 | ) | |||||||||
Basic and diluted net loss per common share | $ | (0.48 | ) | (0.29 | ) | $ | (0.31 | ) | $ | (0.38 | ) |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||||||
Summary of Valuation Allowance [Table Text Block] | Balance at | Additions Charged to | Balance | ||||||||||||||||||
Beginning | Costs and | Other | at End | ||||||||||||||||||
Year ended December 31, 2014 | of Period | Expenses | Accounts | Deductions | of Period | ||||||||||||||||
Deferred tax asset valuation allowance | $ | 65,272 | $ | 6,667 | $ | - | $ | - | $ | 71,939 | |||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||
Deferred tax asset valuation allowance | $ | 60,041 | $ | 5,231 | $ | - | $ | - | $ | 65,272 | |||||||||||
Year ended December 31, 2012 | |||||||||||||||||||||
Deferred tax asset valuation allowance | $ | 54,788 | $ | 5,253 | $ | - | $ | - | $ | 60,041 |
Note_1_Description_of_Business1
Note 1 - Description of Business (Details) | Dec. 31, 2014 |
sqm | |
Note 1 - Description of Business (Details) [Line Items] | |
Area of Land | 45,000 |
Agricultural [Member] | |
Note 1 - Description of Business (Details) [Line Items] | |
Area of Land | 34,000 |
Land For Underground Aquifer [Member] | |
Note 1 - Description of Business (Details) [Line Items] | |
Area of Land | 9,600 |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Jan. 09, 2013 | Nov. 30, 2014 | Jan. 31, 2002 | Dec. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 30, 2012 | Oct. 31, 2013 | Jul. 31, 2013 | 31-May-88 | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Net Income (Loss) Attributable to Parent | ($18,881,000) | ($22,677,000) | ($19,574,000) | |||||||||
Working Capital | 14,900,000 | 17,500,000 | 14,900,000 | |||||||||
Net Cash Provided by (Used in) Operating Activities | -10,121,000 | -15,767,000 | -11,400,000 | |||||||||
Convertible Debt | 36,000,000 | |||||||||||
Proceeds from Lines of Credit | 17,500,000 | |||||||||||
Shelf Registration Value | 40,000,000 | |||||||||||
Proceeds from Issuance of Common Stock | 14,600,000 | 14,523,000 | ||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 1,435,713 | |||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $10.18 | |||||||||||
Share-based Compensation | 373,000 | 1,077,000 | 516,000 | 383,000 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 0 | |||||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment (in Shares) | 8,237,000 | 7,012,000 | 2,996,000 | |||||||||
Goodwill | 3,813,000 | 3,813,000 | 3,813,000 | 3,813,000 | 7,006,000 | |||||||
Goodwill, Amortized Portion | 3,193,000 | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 314,000 | 311,000 | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 39,037 | |||||||||||
Fair Value of Assets Acquired | 2,500 | 923,000 | 1,090,000 | |||||||||
Income Taxes Paid | 4,000 | 5,700 | 10,000 | |||||||||
General and Administrative Expense [Member] | ||||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Share-based Compensation | 1,100,000 | 500,000 | 400,000 | |||||||||
Land Improvements and Buildings [Member] | Minimum [Member] | ||||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Property, Plant and Equipment, Useful Life | 10 years | |||||||||||
Land Improvements and Buildings [Member] | Maximum [Member] | ||||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Property, Plant and Equipment, Useful Life | 45 years | |||||||||||
Machinery and Equipment [Member] | Minimum [Member] | ||||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||||||
Machinery and Equipment [Member] | Maximum [Member] | ||||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Property, Plant and Equipment, Useful Life | 15 years | |||||||||||
Term Loan [Member] | ||||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 66,000,000 | |||||||||||
Proceeds from Lines of Credit | 5,000,000 | |||||||||||
Non-Convertible Secured Debt (Member) | ||||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Secured Debt | 30,000,000 | |||||||||||
October 2013 Additional Debt Facility [Member] | Senior Lender [Member] | ||||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Proceeds from Issuance of Secured Debt | $10,000,000 |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies (Details) - Adjustments to Goodwill (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-88 |
Adjustments to Goodwill [Abstract] | ||||
Balance at December 31 | $3,813,000 | $3,813,000 | $3,813,000 | $7,006,000 |
Note_3_Property_Plant_Equipmen2
Note 3 - Property, Plant, Equipment and Water Programs (Details) - Property, Plant, Equipment and Water Programs (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $49,029 | $48,956 |
Less accumulated depreciation | -5,389 | -5,136 |
43,640 | 43,820 | |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 24,202 | 24,191 |
Water Programs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 21,324 | 21,324 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,200 | 1,187 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 570 | 570 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 458 | 458 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,176 | 1,129 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $99 | $97 |
Note_4_Other_Assets_Details
Note 4 - Other Assets (Details) (Prepaid Rent [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Prepaid Rent [Member] | |||
Note 4 - Other Assets (Details) [Line Items] | |||
Amortization of Deferred Charges | $115,000 | $373,000 | $1,088,000 |
Note_4_Other_Assets_Details_Ot
Note 4 - Other Assets (Details) - Other Assets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets [Abstract] | ||
Prepaid rent | $2,998 | $2,812 |
Security deposits | 133 | 133 |
$3,131 | $2,945 |
Note_5_Accrued_Liabilities_Det
Note 5 - Accrued Liabilities (Details) - Accrued Liabilities (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ||
Payroll, bonus, and benefits | $54 | $141 |
Legal and consulting | 902 | 1,300 |
Stock-based compensation | 275 | 71 |
Other accrued expenses | 349 | 226 |
$1,580 | $1,738 |
Note_6_Longterm_Debt_Details
Note 6 - Long-term Debt (Details) (USD $) | 1 Months Ended | 2 Months Ended | 12 Months Ended | 0 Months Ended | |
Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 30, 2013 | |
Note 6 - Long-term Debt (Details) [Line Items] | |||||
Long-term Debt | $106,204,000 | $106,204,000 | |||
Long-term Debt, Term | 3 years | ||||
Convertible Debt | 36,000,000 | ||||
Convertible Debt, Term | 5 years | ||||
Working Capital | 17,500,000 | 14,900,000 | 14,900,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $8.05 | ||||
Gains (Losses) on Extinguishment of Debt | -1,055,000 | ||||
Legal Fees | 1,200,000 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 314,000 | 311,000 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 39,037 | ||||
Credit Agreement [Member] | Senior Secured Mortgage Loan [Member] | |||||
Note 6 - Long-term Debt (Details) [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Secured Debt | 10,000,000 | ||||
Debt Instrument, Covenant Term, Maximum Percentage of Sales Can Be Retained | 50.00% | ||||
Debt Instrument Covenant Terms, First Sales, Amount Portion of Which Can Be Retained | 10,000,000 | ||||
Debt Issuance Cost | 110,000 | ||||
Corporate Term Debt [Member] | |||||
Note 6 - Long-term Debt (Details) [Line Items] | |||||
Long-term Debt | 66,000,000 | ||||
Senior Secured Mortgage Loan [Member] | |||||
Note 6 - Long-term Debt (Details) [Line Items] | |||||
Mortgage Loans on Real Estate | 30,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Convertible Bond [Member] | |||||
Note 6 - Long-term Debt (Details) [Line Items] | |||||
Convertible Debt | 53,500,000 | ||||
Includes Legal Fees for Debt Refinancing [Member] | |||||
Note 6 - Long-term Debt (Details) [Line Items] | |||||
Gains (Losses) on Extinguishment of Debt | 1,060,000 | ||||
MSD Credit [Member] | |||||
Note 6 - Long-term Debt (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 700,000 | ||||
Stock Issued During Period, Value, Issued for Services | $2,400,000 |
Note_6_Longterm_Debt_Details_C
Note 6 - Long-term Debt (Details) - Carrying Amount of the Company's Outstanding Debt (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | |||
Note 6 - Long-term Debt (Details) - Carrying Amount of the Company's Outstanding Debt [Line Items] | |||
Interest accrues at 7% per annum | $36,000 | ||
Other loans | 28 | 39 | |
Debt discount, net of accumulated accretion | -1,809 | -2,442 | |
104,395 | 96,428 | ||
Less current portion | 11 | 11 | |
104,384 | 96,417 | ||
Senior Secured Debt, Due March 5, 2016 [Member] | |||
Note 6 - Long-term Debt (Details) - Carrying Amount of the Company's Outstanding Debt [Line Items] | |||
Secured debt | 34,735 | 32,055 | |
Senior Secured Debt, Due June 30, 2017 [Member] | |||
Note 6 - Long-term Debt (Details) - Carrying Amount of the Company's Outstanding Debt [Line Items] | |||
Secured debt | 10,986 | 10,138 | |
Convertible Note Instrument, Due March 5, 2018 [Member] | |||
Note 6 - Long-term Debt (Details) - Carrying Amount of the Company's Outstanding Debt [Line Items] | |||
Interest accrues at 7% per annum | $60,455 | $56,638 |
Note_6_Longterm_Debt_Details_C1
Note 6 - Long-term Debt (Details) - Carrying Amount of the Company's Outstanding Debt (Parentheticals) | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Note 6 - Long-term Debt (Details) - Carrying Amount of the Company's Outstanding Debt (Parentheticals) [Line Items] | |||
Interest rate | 7.00% | ||
Senior Secured Debt, Due March 5, 2016 [Member] | |||
Note 6 - Long-term Debt (Details) - Carrying Amount of the Company's Outstanding Debt (Parentheticals) [Line Items] | |||
Interest rate | 8.00% | 8.00% | |
Senior Secured Debt, Due June 30, 2017 [Member] | |||
Note 6 - Long-term Debt (Details) - Carrying Amount of the Company's Outstanding Debt (Parentheticals) [Line Items] | |||
Interest rate | 8.00% | 8.00% | |
Convertible Note Instrument, Due March 5, 2018 [Member] | |||
Note 6 - Long-term Debt (Details) - Carrying Amount of the Company's Outstanding Debt (Parentheticals) [Line Items] | |||
Interest rate | 7.00% | 7.00% |
Note_6_Longterm_Debt_Details_A
Note 6 - Long-term Debt (Details) - Annual Maturities of Long-term Debt Outstanding (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Annual Maturities of Long-term Debt Outstanding [Abstract] | |
2015 | $11 |
2016 | 34,746 |
2017 | 10,992 |
2018 | 60,455 |
$106,204 |
Note_7_Income_Taxes_Details
Note 7 - Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 7 - Income Taxes (Details) [Line Items] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $6,667,000 | $5,231,000 |
Unrecognized Tax Benefits | 2,800,000 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0 | |
Deferred Tax Assets, Net | 0 | |
Earliest Tax Year [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Note 7 - Income Taxes (Details) [Line Items] | ||
Open Tax Year | 2011 | |
Earliest Tax Year [Member] | State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | ||
Note 7 - Income Taxes (Details) [Line Items] | ||
Open Tax Year | 2010 | |
Latest Tax Year [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Note 7 - Income Taxes (Details) [Line Items] | ||
Open Tax Year | 2014 | |
Latest Tax Year [Member] | State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | ||
Note 7 - Income Taxes (Details) [Line Items] | ||
Open Tax Year | 2014 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Note 7 - Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | 220,600,000 | |
Open Tax Period | 3 years | |
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | ||
Note 7 - Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | $127,700,000 | |
Open Tax Period | 4 years |
Note_7_Income_Taxes_Details_De
Note 7 - Income Taxes (Details) - Deferred Taxes (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Deferred tax assets: | ||||
Net operating losses | $62,719 | $56,294 | ||
Fixed asset basis difference | 6,518 | 6,559 | ||
Contributions carryover | 2 | 2 | ||
Deferred compensation | 2,659 | 2,354 | ||
Accrued liabilities | 41 | 63 | ||
Total deferred tax assets | 71,939 | 65,272 | ||
Valuation allowance for deferred tax assets | -71,939 | -65,272 | -60,041 | -54,788 |
Net deferred tax asset | $0 | $0 |
Note_7_Income_Taxes_Details_A_
Note 7 - Income Taxes (Details) - A Reconciliation of the Income Tax Benefit to the Statutory Federal Income Tax Rate (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
A Reconciliation of the Income Tax Benefit to the Statutory Federal Income Tax Rate [Abstract] | |||
Expected federal income tax benefit at 34% | ($6,418) | ($7,698) | ($6,614) |
Loss with no tax benefit provided | 5,766 | 7,108 | 5,535 |
State income tax | 4 | 6 | 10 |
State tax benefit | 0 | 0 | -321 |
Non-deductible expenses and other | 652 | 590 | 1,079 |
Income tax expense (benefit) | $4 | $6 | ($311) |
Note_7_Income_Taxes_Details_A_1
Note 7 - Income Taxes (Details) - A Reconciliation of the Income Tax Benefit to the Statutory Federal Income Tax Rate (Parentheticals) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
A Reconciliation of the Income Tax Benefit to the Statutory Federal Income Tax Rate [Abstract] | |||
ExpP5ctP5d fP5dP5ral incomP5 tax ratP5 | 34.00% | 34.00% | 34.00% |
Note_8_Employee_Benefit_Plans_
Note 8 - Employee Benefit Plans (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 8 - Employee Benefit Plans (Details) [Line Items] | |||
Deferred Compensation Arrangement with Individual, Employer Contribution | $42,000 | $54,000 | $62,000 |
Three Percent of Base Salary [Member] | |||
Note 8 - Employee Benefit Plans (Details) [Line Items] | |||
Defined Benefit Plan Company Contribution, Percentage of a Percentage of Annual Base Salary | 100.00% | ||
Two Percent of Base Salary [Member] | |||
Note 8 - Employee Benefit Plans (Details) [Line Items] | |||
Defined Benefit Plan Company Contribution, Percentage of a Percentage of Annual Base Salary | 50.00% |
Note_9_Common_Stock_Details
Note 9 - Common Stock (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Jan. 09, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 9 - Common Stock (Details) [Line Items] | ||||
Percentage of Present Value of Project Paid as Incentive Compensation | 1.00% | |||
Common Stock, Capital Shares Reserved for Future Issuance | 400,000 | |||
Percentage of Project's Annual Capacity | 51.00% | |||
Number of Milestons for Common Stock Issuance | 4 | |||
Shares Payable, Term from Date Earned | 3 years | |||
Share-based Compensation (in Dollars) | $373,000 | $1,077,000 | $516,000 | $383,000 |
Compensation Payment per Month [Member] | ||||
Note 9 - Common Stock (Details) [Line Items] | ||||
Compensation (in Dollars) | $25,000 | |||
Shares Earned Upon Execution of the Revised Agreement [Member] | ||||
Note 9 - Common Stock (Details) [Line Items] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 100,000 | |||
Shares Earned Upon Receipt by the Company [Member] | ||||
Note 9 - Common Stock (Details) [Line Items] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 100,000 | |||
Shares Earned Upon the Signing of Binding Agreements [Member] | ||||
Note 9 - Common Stock (Details) [Line Items] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 100,000 | |||
Shares Earned Upon the Commencement of Construction [Member] | ||||
Note 9 - Common Stock (Details) [Line Items] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 100,000 |
Note_10_Stockbased_Compensatio2
Note 10 - Stock-based Compensation Plans and Warrants (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 2 Months Ended | 41 Months Ended | 1 Months Ended | 60 Months Ended | ||||||||||||||
Oct. 30, 2014 | Nov. 30, 2011 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2009 | Jul. 01, 2014 | Dec. 31, 2014 | Jan. 10, 2011 | Jan. 14, 2010 | Mar. 31, 2014 | Oct. 30, 2012 | Sep. 30, 2014 | 31-May-14 | Jun. 30, 2014 | 31-May-14 | Dec. 18, 2009 | Dec. 31, 2014 | Dec. 30, 2012 | Dec. 31, 2011 | Jun. 10, 2014 | Jan. 11, 2011 | ||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 822,500 | [1] | 842,500 | 822,500 | [1] | 822,500 | [1] | 862,500 | 862,500 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 206,858 | 19,483 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 81,827 | 13,795 | ||||||||||||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | $1,077,000 | $100,000 | $99,000 | |||||||||||||||||||||||
Number Of Equity Incentive Plans | 3 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | 0 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $11.82 | $11.84 | 11.82 | 11.82 | $11.92 | $11.92 | ||||||||||||||||||||
Proceeds from Issuance of Private Placement (in Dollars) | 6,000,000 | |||||||||||||||||||||||||
Proceeds from Lines of Credit (in Dollars) | 17,500,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Expirations | 112,500 | |||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 0 | 0 | 0 | |||||||||||||||||||||||
Water Project [Member] | Restricted Stock Units (RSUs) [Member] | 2014 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 200,000 | |||||||||||||||||||||||||
Private Placement [Member] | Warrants Issued For Every 3 Shares of Common Stock [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Warrant Issued | 1 | |||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 666,667 | |||||||||||||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $9 | |||||||||||||||||||||||||
Base For Issuing Purchase Warrants | 3 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $13 | |||||||||||||||||||||||||
Common Stock [Member] | 2009 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 507,500 | 507,500 | 507,500 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 24,441 | |||||||||||||||||||||||||
Employee Stock Option [Member] | 2009 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | 0 | 43,000 | 284,000 | |||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Senior Management [Member] | 2014 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 162,500 | |||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | 2014 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 162,500 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 32,500 | |||||||||||||||||||||||||
Restricted Stock [Member] | 2009 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 140,000 | 115,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 595,000 | |||||||||||||||||||||||||
Accrues Yearly [Member] | Outside Director [Member] | 2014 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Officers' Compensation (in Dollars) | 30,000 | |||||||||||||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | 20,000 | |||||||||||||||||||||||||
Accrues Quarterly [Member] | Outside Director [Member] | 2014 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Officers' Compensation (in Dollars) | 7,500 | |||||||||||||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | 5,000 | |||||||||||||||||||||||||
Term Loan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $10 | |||||||||||||||||||||||||
Proceeds from Lines of Credit (in Dollars) | $5,000,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Term | 2 years | |||||||||||||||||||||||||
Class of Warrant or Right, Exercised | 137,500 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 24,411 | |||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $9.88 | 9.88 | 9.88 | |||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $13.95 | 13.95 | 13.95 | |||||||||||||||||||||||
Director [Member] | 2009 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 42,265 | |||||||||||||||||||||||||
Director [Member] | 2014 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 14,514 | |||||||||||||||||||||||||
Directors and Consultants [Member] | 2014 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 44,358 | |||||||||||||||||||||||||
2003 Management Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 315,000 | 315,000 | 315,000 | |||||||||||||||||||||||
2009 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 850,000 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 24 months | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 537,500 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 45,235 | 20,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 507,500 | |||||||||||||||||||||||||
2014 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Note 10 - Stock-based Compensation Plans and Warrants (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 675,000 | |||||||||||||||||||||||||
[1] | Exercise prices vary from $9.88 to $13.95, and expiration dates vary from May 2015 to December 2021. |
Note_10_Stockbased_Compensatio3
Note 10 - Stock-based Compensation Plans and Warrants (Details) - Fair Value Assumptions for Stock Options | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Assumptions for Stock Options [Abstract] | |
Risk-free interest rate | 3.90% |
Expected life (years) | 9 years 146 days |
Expected volatility | 52.00% |
Expected dividend yield | 0.00% |
Note_10_Stockbased_Compensatio4
Note 10 - Stock-based Compensation Plans and Warrants (Details) - Stock Option Activity (USD $) | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 30, 2012 | Dec. 31, 2011 | |
Stock Option Activity [Abstract] | |||||
Balance, options outstanding | 822,500 | [1] | 842,500 | 862,500 | 862,500 |
Balance, weighted-average exercise price | $11.82 | $11.84 | $11.92 | $11.92 | |
Balance, average remaining contractual term | 3 years 146 days | 4 years 6 months | |||
Balance, aggregate intrinsic value | $7,181 | $7,316 | |||
Exercisable at December 31, 2014 | 822,500 | ||||
Exercisable at December 31, 2014 | $11.82 | ||||
Exercisable at December 31, 2014 | 3 years 146 days | ||||
Exercisable at December 31, 2014 | 7,181 | ||||
Forfeited or expired | -20,000 | ||||
Forfeited or expired | $12.60 | ||||
Forfeited or expired | 6 years 73 days | ||||
Forfeited or expired | $135 | ||||
[1] | Exercise prices vary from $9.88 to $13.95, and expiration dates vary from May 2015 to December 2021. |
Note_10_Stockbased_Compensatio5
Note 10 - Stock-based Compensation Plans and Warrants (Details) - Stock Option Transactions (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 30, 2012 | Dec. 31, 2011 | ||
Stock Option Transactions [Abstract] | |||||
Balance, options outstanding | 842,500 | 862,500 | 862,500 | ||
Balance, weighted-average exercise price | $11.84 | $11.92 | $11.92 | ||
Options exercisable at December 31, 2014 | 822,500 | ||||
Options exercisable at December 31, 2014 | $11.82 | ||||
Weighted-average years of remaining contractual life of options outstanding at December 31, 2014 | 3 years 146 days | ||||
Expired or canceled, amount | 20,000 | 20,000 | |||
Expired or canceled, weighted-average exercise price | $12.60 | $15.25 | |||
Balance, options outstanding | 822,500 | [1] | 842,500 | 862,500 | 862,500 |
Balance, weighted-average exercise price | $11.82 | $11.84 | $11.92 | $11.92 | |
[1] | Exercise prices vary from $9.88 to $13.95, and expiration dates vary from May 2015 to December 2021. |
Note_10_Stockbased_Compensatio6
Note 10 - Stock-based Compensation Plans and Warrants (Details) - Nonvested Stock Option Activity (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 30, 2012 | |
Nonvested Stock Option Activity [Abstract] | |||
Nonvested, shares | 19,483 | 13,795 | |
Nonvested, weighted-average grant-date fair value | $4.60 | $7.21 | |
Granted, number | 206,858 | 19,483 | |
Granted, weighted-average grant-date fair value | $8.69 | $4.60 | |
Forfeited or canceled, number | 0 | 0 | |
Forfeited or canceled, weighted-average grant-date fair value | $0 | $0 | |
Vested, number | -81,827 | -13,795 | |
Vested, weighted-average grant-date fair value | $8.07 | $7.21 | |
Nonvested, shares | 144,514 | 19,483 | 13,795 |
Nonvested, weighted-average grant-date fair value | $8.50 | $4.60 | $7.21 |
Note_12_Commitments_and_Contin1
Note 12 - Commitments and Contingencies (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 12 - Commitments and Contingencies (Details) [Line Items] | |||||
Operating Leases, Rent Expense | $202,000 | $219,000 | $343,000 | ||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 182,000 | 182,000 | |||
Loss Contingency, Pending Claims, Number | 6 | 9 | |||
Loss Contingency, Claims Dismissed, Number | 6 | 3 | |||
Loss Contingency, Claims Appealed During Period, Number | 6 | ||||
Water Project [Member] | |||||
Note 12 - Commitments and Contingencies (Details) [Line Items] | |||||
Deferred Revenue | 750,000 | 750,000 | |||
In Exchange for Services [Member] | |||||
Note 12 - Commitments and Contingencies (Details) [Line Items] | |||||
Other Liabilities, Noncurrent | $923,000 | $923,000 |
Note_13_Quarterly_Financial_In2
Note 13 - Quarterly Financial Information (Unaudited) (Details) - Quarterly Financial Information (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information [Abstract] | |||||||||||
Revenues | $16 | $305 | $11 | $4 | $111 | $182 | $4 | $4 | $336 | $301 | $362 |
Gross profit (loss) | -59 | 23 | 11 | 4 | -152 | -110 | 4 | 4 | |||
Operating loss | -2,883 | -2,375 | -2,453 | -2,648 | -4,050 | -3,107 | -2,871 | -3,944 | -10,359 | -13,972 | -13,068 |
Net loss | ($5,106) | ($4,566) | ($4,515) | ($4,694) | ($5,980) | ($4,797) | ($4,461) | ($7,439) | ($18,881) | ($22,677) | ($19,574) |
Basic and diluted net loss per common share (in Dollars per share) | ($0.30) | ($0.28) | ($0.28) | ($0.29) | ($0.38) | ($0.31) | ($0.29) | ($0.48) | ($1.15) | ($1.46) | ($1.27) |
Schedule_II_Valuation_and_Qual2
Schedule II - Valuation and Qualifying Accounts (Details) - Valuation and Qualifying Accounts (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Valuation and Qualifying Accounts [Abstract] | |||
Deferred tax asset valuation allowance, beginning balance | $65,272 | $60,041 | $54,788 |
Additions charged to costs and expenses | 6,667 | 5,231 | 5,253 |
Deferred tax asset valuation allowance, ending balance | $71,939 | $65,272 | $60,041 |