Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0000727273 | ||
Entity Registrant Name | CADIZ INC | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 0-12114 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 77-0313235 | ||
Entity Address, Address Line One | 550 S. Hope Street, Suite 2850 | ||
Entity Address, City or Town | Los Angeles | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90071 | ||
City Area Code | 213 | ||
Local Phone Number | 271-1600 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 545,381,406 | ||
Entity Common Stock, Shares Outstanding | 50,752,203 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 238 | ||
Depository Shares [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Depositary Shares (each representing a 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock | ||
Trading Symbol | CDZIP | ||
Security Exchange Name | NASDAQ | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | CDZI | ||
Security Exchange Name | NASDAQ |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenues (rental income) | $ 564 | $ 541 |
Costs and expenses: | ||
General and administrative | 17,653 | 11,914 |
Depreciation | 423 | 381 |
Total costs and expenses | 18,076 | 12,295 |
Operating loss | (17,512) | (11,754) |
Interest expense, net | (11,386) | (11,526) |
Other income | 0 | 33 |
Loss on extinguishment of debt | (1,399) | (12,394) |
Loss before income taxes | (30,297) | (35,641) |
Income tax expense | (10) | (7) |
Loss from equity-method investments | (942) | (2,169) |
Net loss and comprehensive loss | (31,249) | (37,817) |
Less: Preferred stock dividend requirements | 2,737 | 0 |
Net loss and comprehensive loss applicable to common stock | $ (33,986) | $ (37,817) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.84) | $ (1.11) |
Basic and diluted weighted-average shares outstanding (in shares) | 40,561 | 34,188 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 10,965,000 | $ 7,290,000 |
Restricted Cash | 1,288,000 | 0 |
Accounts receivable | 270,000 | 55,000 |
Prepaid expenses and other current assets | 691,000 | 691,000 |
Total current assets | 13,214,000 | 8,036,000 |
Property, plant, equipment and water programs, net | 78,890,000 | 53,481,000 |
Long-term deposit/prepaid expenses | 420,000 | 3,000,000 |
Equity-method investments | 976,000 | 1,354,000 |
Goodwill | 3,813,000 | 3,813,000 |
Right-of-use asset | 3,281,000 | 15,000 |
Long-term restricted cash | 7,603,000 | 134,000 |
Other assets | 4,296,000 | 4,530,000 |
Total assets | 112,493,000 | 74,363,000 |
Current liabilities: | ||
Accounts payable | 286,000 | 548,000 |
Accrued liabilities | 808,000 | 674,000 |
Current portion of long-term debt | 107,000 | 51,000 |
Warrant derivative liabilities | 0 | 1,847,000 |
Dividend payable | 1,288,000 | 0 |
Operating lease liabilities | 24,000 | 15,000 |
Total current liabilities | 2,513,000 | 3,135,000 |
Long-term debt, net | 46,477,000 | 78,596,000 |
Long-term lease obligations with related party, net | 18,855,000 | 17,183,000 |
Long-term operating lease liabilities | 3,257,000 | 0 |
Deferred revenue | 750,000 | 750,000 |
Other long-term liabilities | 32,000 | 0 |
Total liabilities | 71,884,000 | 99,664,000 |
Stockholders' equity (deficit): | ||
Preferred stock | 1,000 | 1,000 |
Additional paid-in capital | 613,572,000 | 513,744,000 |
Accumulated deficit | (573,400,000) | (539,414,000) |
Total stockholders' equity (deficit) | 40,609,000 | (25,301,000) |
Total liabilities and stockholders' equitu (deficit) | 112,493,000 | 74,363,000 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 | |||
Preferred stock, shares issued (in shares) | 329 | 7,531 | |||
Preferred stock, shares outstanding (in shares) | 329 | 7,531 | |||
Preferred stock, dividend rate | 8.857% | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Common stock, shares authorized (in shares) | 70,000,000 | 70,000,000 | |||
Common stock, shares issued (in shares) | 43,656,169 | 36,902,361 | |||
Common stock, shares outstanding (in shares) | 43,656,169 | 36,902,361 | |||
Series A Preferred Stock [Member] | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (in shares) | 7,500 | 7,500 | 0 | ||
Preferred stock, shares issued (in shares) | 2,300 | 0 | |||
Preferred stock, shares outstanding (in shares) | 2,300 | 0 | |||
Preferred stock, dividend rate | 8.875% | 8.875% | 8.875% | 8.875% | 8.875% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (31,249,000) | $ (37,817,000) |
Adjustments to reconcile net loss tonet cash used in operating activities: | ||
Depreciation, Total | 423,000 | 381,000 |
Amortization of debt discount and issuance costs | 3,475,000 | 1,062,000 |
Amortization of right-of-use asset | 15,000 | 0 |
Interest expense added to loan principal | 4,267,000 | 7,270,000 |
Interest expense added to lease liability | 1,647,000 | 1,451,000 |
Loss on equity method investments | 942,000 | 2,169,000 |
Loss on debt conversion and extinguishment of debt | 1,399,000 | 12,394,000 |
Compensation charge for stock and share option awards | 4,747,000 | 2,096,000 |
Unrealized gain on warrant derivative liabilities | (573,000) | (139,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (215,000) | (6,000) |
Prepaid expenses and other current assets | (420,000) | (305,000) |
Other assets | 234,000 | (605,000) |
Accounts payable | (92,000) | 129,000 |
Accrued and other liabilities | 126,000 | (1,508,000) |
Net cash used in operating activities | (15,274,000) | (13,428,000) |
Cash flows from investing activities: | ||
Additions to property, plant and equipment and water programs | (22,908,000) | (5,729,000) |
Contributions to equity-method investments | (564,000) | (3,109,000) |
Additions to long-term investments | 0 | (1,000,000) |
Net cash used in investing activities | (23,472,000) | (9,838,000) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | 32,459,000 | 14,767,000 |
Net proceeds from the issuance of 8.875% series A cumulative, perpetual preferred stock | 54,209,000 | 0 |
Dividend payment | (1,449,000) | 0 |
Proceeds from the issuance of long-term debt | 50,137,000 | 150,000 |
Issuance costs of long-term debt | (2,878,000) | 0 |
Principal payments on long-term debt | (77,595,000) | (43,000) |
Costs for extinguishment of debt | (2,525,000) | 0 |
Taxes paid related to net share settlement of equity awards | (1,184,000) | 0 |
Other | 4,000 | 0 |
Net cash provided by financing activities | 51,178,000 | 14,874,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 12,432,000 | (8,392,000) |
Cash, cash equivalents and restricted cash, beginning of period | 7,424,000 | 15,816,000 |
Cash, cash equivalents and restricted cash, end of period | $ 19,856,000 | $ 7,424,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 | |
Preferred stock, dividend rate | 8.857% |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | At Market Issuance Sales Agreement [Member]Series A Preferred Stock [Member]Preferred Stock [Member] | At Market Issuance Sales Agreement [Member]Common Stock [Member] | At Market Issuance Sales Agreement [Member]Preferred Stock [Member] | At Market Issuance Sales Agreement [Member]Additional Paid-in Capital [Member] | At Market Issuance Sales Agreement [Member]Retained Earnings [Member] | At Market Issuance Sales Agreement [Member] | Direct Offering [Member]Series A Preferred Stock [Member]Preferred Stock [Member] | Direct Offering [Member]Common Stock [Member] | Direct Offering [Member]Preferred Stock [Member] | Direct Offering [Member]Additional Paid-in Capital [Member] | Direct Offering [Member]Retained Earnings [Member] | Direct Offering [Member] | Shares Issued From Bond Conversion [Member]Series A Preferred Stock [Member]Preferred Stock [Member] | Shares Issued From Bond Conversion [Member]Common Stock [Member] | Shares Issued From Bond Conversion [Member]Preferred Stock [Member] | Shares Issued From Bond Conversion [Member]Additional Paid-in Capital [Member] | Shares Issued From Bond Conversion [Member]Retained Earnings [Member] | Shares Issued From Bond Conversion [Member] | Conversion of Preferred Shares to Common Shares [Member]Series A Preferred Stock [Member]Preferred Stock [Member] | Conversion of Preferred Shares to Common Shares [Member]Common Stock [Member] | Conversion of Preferred Shares to Common Shares [Member]Preferred Stock [Member] | Conversion of Preferred Shares to Common Shares [Member]Additional Paid-in Capital [Member] | Conversion of Preferred Shares to Common Shares [Member]Retained Earnings [Member] | Conversion of Preferred Shares to Common Shares [Member] | Series A Preferred Stock [Member]Lenders [Member]Preferred Stock [Member] | Series A Preferred Stock [Member]Common Stock [Member] | Series A Preferred Stock [Member]Preferred Stock [Member] | Series A Preferred Stock [Member]Additional Paid-in Capital [Member] | Series A Preferred Stock [Member]Retained Earnings [Member] | Series A Preferred Stock [Member] | Lenders [Member]Common Stock [Member] | Lenders [Member]Preferred Stock [Member] | Lenders [Member]Additional Paid-in Capital [Member] | Lenders [Member]Retained Earnings [Member] | Lenders [Member] | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 0 | 28,480,567 | 0 | |||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2019 | $ 0 | $ 285 | $ 0 | $ 419,194 | $ (501,597) | $ (82,118) | ||||||||||||||||||||||||||||||||||
Issuance of shares (in shares) | 0 | 1,508,013 | 0 | 0 | 0 | 10,000 | ||||||||||||||||||||||||||||||||||
Issuance of shares | $ 0 | $ 15 | $ 0 | $ 14,752 | $ 0 | $ 14,767 | $ 0 | $ 0 | $ 1 | 39,735 | 0 | 39,736 | ||||||||||||||||||||||||||||
Conversion of securities (in shares) | 0 | 5,766,337 | 0 | 0 | 1,000,068 | (2,469) | ||||||||||||||||||||||||||||||||||
Conversion of securities | $ 0 | $ 57 | $ 0 | $ 38,843 | $ 0 | $ 38,900 | $ 0 | $ 10 | $ 0 | $ (10) | $ 0 | $ 0 | ||||||||||||||||||||||||||||
Reclassification of warrant liability | $ 0 | $ 0 | $ 0 | (865) | 0 | (865) | ||||||||||||||||||||||||||||||||||
Conversion of securities | $ 0 | $ 57 | $ 0 | $ 38,843 | $ 0 | $ 38,900 | $ 0 | $ 10 | $ 0 | (10) | 0 | 0 | ||||||||||||||||||||||||||||
Stock-based compensation expense (in shares) | 0 | 147,376 | 0 | |||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 0 | $ 1 | $ 0 | 2,095 | 0 | 2,096 | ||||||||||||||||||||||||||||||||||
Net loss and comprehensive loss | $ 0 | $ 0 | $ 0 | 0 | (37,817) | (37,817) | ||||||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 0 | 36,902,361 | 7,531 | |||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 368 | $ 1 | 513,744 | (539,414) | (25,301) | ||||||||||||||||||||||||||||||||||
Issuance of shares (in shares) | 0 | 1,649,318 | 0 | 0 | 1,219,512 | 0 | 2,300 | |||||||||||||||||||||||||||||||||
Issuance of shares | $ 0 | $ 17 | $ 0 | $ 18,366 | $ 0 | $ 18,383 | $ 0 | $ 12 | $ 0 | $ 14,062 | $ 0 | $ 14,074 | $ 0 | $ 0 | $ 54,209 | $ 0 | $ 54,209 | |||||||||||||||||||||||
Conversion of securities (in shares) | 0 | 2,917,167 | (7,202) | |||||||||||||||||||||||||||||||||||||
Conversion of securities | $ 0 | $ 29 | $ 0 | (29) | 0 | 0 | ||||||||||||||||||||||||||||||||||
Reclassification of warrant liability | $ 0 | $ 0 | $ 0 | 3,179 | 0 | 3,179 | ||||||||||||||||||||||||||||||||||
Conversion of securities | $ 0 | $ 29 | $ 0 | $ (29) | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||
Stock-based compensation expense (in shares) | 0 | 83,072 | 0 | |||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 0 | $ 1 | $ 0 | 4,746 | 0 | 4,747 | ||||||||||||||||||||||||||||||||||
Net loss and comprehensive loss | $ 0 | $ 0 | $ 0 | 0 | (31,249) | (31,249) | ||||||||||||||||||||||||||||||||||
Issuance of restricted stock units (in shares) | 0 | 158,673 | 0 | |||||||||||||||||||||||||||||||||||||
Issuance of restricted stock units | $ 0 | $ 1 | $ 0 | 0 | 0 | 1 | ||||||||||||||||||||||||||||||||||
Net settlement for taxes related to equity awards | $ 0 | $ 0 | $ 0 | (1,184) | 0 | (1,184) | ||||||||||||||||||||||||||||||||||
Issuance of shares pursuant to exercise of warrants (in shares) | 0 | 362,500 | 0 | |||||||||||||||||||||||||||||||||||||
Issuance of shares pursuant to exercise of warrants | $ 0 | $ 4 | $ 0 | 0 | 0 | 4 | ||||||||||||||||||||||||||||||||||
Issuance of warrants | 0 | 0 | 0 | 1,795 | 0 | 1,795 | ||||||||||||||||||||||||||||||||||
Issuance of shares to lenders (in shares) | 0 | 363,566 | 0 | |||||||||||||||||||||||||||||||||||||
Issuance of shares to lenders | $ 0 | $ 4 | $ 0 | $ 4,613 | $ 0 | $ 4,617 | ||||||||||||||||||||||||||||||||||
Dividends paid and declared | 0 | 0 | 0 | 0 | (2,737) | (2,737) | ||||||||||||||||||||||||||||||||||
Cancellation of stock options to consultants | $ 0 | $ 0 | $ 0 | 71 | 0 | 71 | ||||||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 2,300 | 43,656,169 | 329 | |||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 0 | $ 436 | $ 1 | $ 613,572 | $ (573,400) | $ 40,609 |
Statements of Stockholders' E_2
Statements of Stockholders' Equity (Deficit) (Parentheticals) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Series A Preferred Stock [Member] | |
Preferred stock, dividend rate | 8.875% |
Preferred stock, dividend rate | 8.857% |
Dividends declared (in dollars per share) | $ 1,190 |
Note 1 - Description of Busines
Note 1 - Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1 – DESCRIPTION OF BUSINESS Cadiz Inc. (“Cadiz” or the “Company”) is a water resources development company and agribusiness committed to sustainable water and farming projects in California. We own approximately 45,000 acres of land with high-quality, naturally recharging groundwater resources in three Our properties were primarily assembled by our founders in the early 1980s, Our main objective is to realize the highest and best use of our land, water and related infrastructure assets in an environmentally responsible way. Our present activities are focused on developing our assets to meet growing long-term demand for access to sustainable water supplies and agricultural products. California has systemic water challenges and is not |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
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 on a going concern basis, which contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred losses of $31.2 million and $37.8 million for the years ended December 31, 2021 2020, December 31, 2021 December 31, 2021. 2020 March 2020, 2021 2021. Cash requirements during the year ended December 31, 2021 In July 2020, “July 2020 July 2, 2021, July 2020 On June 7, 2021, June 30, 2021 124 On June 29, 2021, may 1/1000 th July 2, 2021 In May 2017, two May 25, 2021 May 25, 2022, November 25, 2022, May 18, 2021, first May 25, 2022. On July 2, 2021, 6 eight December 31, 2021, The Company may not 100% not On March 23, 2022, 14 Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve Limitations on the Company’s liquidity and ability to raise capital may no 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. We apply the equity method of accounting for investments in which we have significant influence but not 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 rental income through its agricultural leases with Fenner Valley Farms LLC and SoCal Hemp JV LLC. Stock-Based Compensation General and administrative expenses include $4.7 million and $2.1 million of stock-based compensation expenses in the years ended December 31, 2021 2020, Stock-based compensation is generally based upon grants of stock awards and restricted stock units (“RSU”) to its employees and consultants under the 2019 Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss applicable to common stock by the weighted-average common shares outstanding. Options, restricted stock units, convertible debt, convertible preferred shares and warrants were not December 31, 2021 2020, 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 forty-five five fifteen 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. We have not not Goodwill As a result of a merger in May 1988 two 350, 350” January 1, 2002. 350, December 31, 2021, 2020. no not Deferred Financing Costs Deferred loan costs represent costs incurred to obtain debt financing. Such costs are amortized over the life of the related loan using the effective interest method, and are presented as a reduction of long-term debt. Deferred loan costs were $2.3 million and $0.8 million as of December 31, 2021 2020, 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 may not The Company performs an annual impairment test to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any). In performing the impairment test, we have the option to first not This impairment assessment is performed at least annually in the fourth not fourth 2021, not no 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 not 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 secured debt approximates fair value, based on interest rates available to the Company for debt with similar terms. See Note 6 SoCal Hemp JV On July 31, 2019, two 50% The carrying value of the investment was $1.0 million at December 31, 2021, December 31, 2020. 2021, 2021 2021 Supplemental Cash Flow Information During the year ended December 31, 2021, no On May 18, 2021, first May 25, 2021 May 25, 2022 ( In conjunction with the closing of an assignment and assumption agreement (see Note 6 July 2, 2021, At December 31, 2021, 8 January 18, 2022. At December 31, 2021, first 2022. The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following: Cash, Cash Equivalents and Restricted Cash December 31, 2021 December 31, 2020 (in thousands) Cash and Cash Equivalents $ 10,965 $ 7,290 Restricted Cash 1,288 - Long-Term Restricted Cash 7,603 134 Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows $ 19,856 $ 7,424 The restricted cash amounts primarily represent funds deposited into a segregated account, representing an amount sufficient to pre-fund quarterly dividend payments on Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering through approximately July 2023. Cash payments for income taxes were $10 thousand and $7 thousand for the years ended December 31, 2021 2020, Recent Accounting Pronouncements Accounting Guidance Not In June 2016, December 15, 2022, not Accounting Guidance Adopted In December 2019, 740. December 15, 2020, January 1, 2021 no In August 2020, 2020 6” no 2020 06 2020 06 December 15, 2021, December 15, 2020. 2020 06 January 1, 2021, 2020 06 not December 31, 2021. |
Note 3 - Property, Plant, Equip
Note 3 - Property, Plant, Equipment and Water Programs | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
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, 2021 2020 Land and land improvements $ 27,548 $ 26,798 Water programs 28,784 28,323 Pipeline 22,087 - Buildings 1,599 1,576 Leasehold improvements 570 570 Furniture and fixtures 461 461 Machinery and equipment 2,200 2,029 Construction in progress 3,128 788 86,377 60,545 Less accumulated depreciation (7,487 ) (7,064 ) $ 78,890 $ 53,481 On June 30, 2021, 124 Land and land improvements primarily include land acquisitions, well development, irrigation systems and other related land infrastructure. Water programs primarily include costs directly attributable to the Company’s water project development efforts, including consulting fees for various engineering, hydrological, environmental and additional feasibility studies, and other professional and legal fees. Depreciation expense on land improvements, buildings, leasehold improvements, machinery and equipment and furniture and fixtures was $423 thousand and $381 thousand for the twelve December 31, 2021 2020, |
Note 4 - Other Assets
Note 4 - Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Other Assets Disclosure [Text Block] | NOTE 4 – OTHER ASSETS Other assets include the following (dollars in thousands): December 31, 2021 2020 Prepaid rent $ 4,296 $ 4,110 Prepaid rent primarily consists of fees incurred to obtain the rights-of-way for the Water Project. Amortization of prepaid rent was approximately $115,000 for each of the years ended December 31, 2021 2020. |
Note 5 - Accrued Liabilities
Note 5 - Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 5 – ACCRUED LIABILITIES At December 31, 2021 2020, December 31, 2021 2020 Payroll, bonus, and benefits $ 41 $ 240 Legal and consulting 371 104 Well development 113 113 Other accrued expenses 283 217 $ 808 $ 674 |
Note 6 - Long-term Debt
Note 6 - Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 6 – LONG-TERM DEBT At December 31, 2021 2020, December 31, 2021 2020 New senior secured debt due July 2, 2024 Interest rate of 7% per annum $ 50,000 $ - Prior senior secured debt due May 25, 2021 Interest accrues at 8% per annum - 78,861 Other loans 171 152 Debt discount and debt issuance costs, net of accumulated accretion (3,587 ) (366 ) Total outstanding long-term debt 46,584 78,647 Less current portion 107 51 Total outstanding debt $ 46,477 $ 78,596 The carrying value of the Company’s Senior Secured Debt approximates fair value. The fair value of the Company’s Senior Secured Debt (Level 2 Pursuant to the Company’s loan agreements, annual maturities of long-term debt outstanding on December 31, 2021, Year Ending December 31 ($ in thousands) 2022 $ 107 2023 38 2024 50,026 2025 - 2026+ - Total $ 50,171 In March 2020, May 25, 2021 May 25, 2022. March 24, 2021, November 25, 2022. second As a result of the Warrant Modification, the Company reclassified the carrying value of the warrant prior to the modification from a warrant liability in the amount of $1.3 million to additional paid-in capital. In addition, the Company recorded debt issuance costs in the amount of $1.9 million, which was the increase in fair value of the warrant at the time of the modification, with a corresponding adjustment to additional paid-in capital. On May 10, 2021, December 31, 2021, On May 18, 2021, first May 25, 2022 ( On June 28, 2021, July 2, 2021. On July 2, 2021, July 2, 2024, September 30, 2021 first six six eighteen eighteen thirty thirty In the event of certain asset sales, the incurrence of indebtedness or a casualty or condemnation event, in each case, under certain circumstances as described in the Credit Agreement, the Company will be required to use a portion of the proceeds to prepay amounts under the debt. In the event of any additional issuance of depositary receipts (“Depositary Receipts”) representing interests in shares of 8.875% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) by the Company, the Company will be required to, within five six six one The Credit Agreement includes customary affirmative and negative covenants, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company to, among other things, incur debt, incur liens, make investments, sell assets, pay dividends and enter into transactions with affiliates. In addition, the Credit Agreement includes customary events of default and remedies. While any amount remains outstanding under the debt, the Lenders will have the right to convert the outstanding principal, plus unpaid interest, on the debt into Depositary Receipts at the per share exchange price of $25.00, as follows: ● on or before the 12 may ● at any time after the 12 18 may ● at any time after the 18 24 may ● at any time after the 24 may The proceeds of the Current Senior Secured Debt were used, together with the proceeds received from the Depositary Share Offering, (a) to repay all of the Company’s outstanding obligations under the Prior Senior Secured Debt, (b) to deposit approximately $10.2 million into a segregated account, representing an amount sufficient to pre-fund eight In connection with the issuance of the Current Senior Secured Debt, on July 2, 2021 ( may July 2, 2024 ( may As a result of the issuance of the Warrants, which met the criteria for equity classification under applicable GAAP, the Company recorded additional paid-in capital in the amount of $1.9 million which was the fair value of the Warrants on the issuance date. In addition, the fair value of the Warrants was recorded as debt discount and is being amortized over the term of the Current Senior Secured Debt. |
Note 7 - Income Taxes
Note 7 - Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
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, 2021 2020 December 31, 2021 2020 Deferred tax assets: Net operating losses $ 64,418 $ 75,303 Fixed asset basis difference 4,566 4,555 Contributions carryover 38 32 Deferred compensation 1,502 1,289 Accrued liabilities and others 333 303 Total deferred tax assets 70,857 81,482 Valuation allowance for deferred tax assets (70,857 ) (81,482 ) Net deferred tax asset $ - $ - The valuation allowance decreased $10,625,000 in 2021 2020. As of December 31, 2021, $328 $263 2038 2041 December 31, 2017, June 2021. As of December 31, 2021, None The Company's tax years 2018 2021 2017 2021 three four A reconciliation of the income tax benefit to the statutory federal income tax rate is as follows (dollars in thousands): 2021 2020 Expected federal income tax benefit at 21% $ (6,560 ) $ (7,940 ) Increase (decrease) in valuation allowance (8,530 ) 3,617 State income tax 10 7 Expiring carryforwards 14,260 1,547 Non-deductible expenses and other 830 2,776 Income tax expense $ 10 $ 7 Because it is more likely than not not no |
Note 8 - Common and Preferred S
Note 8 - Common and Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 – COMMON AND PREFERRED STOCK Common Stock The Company is authorized to issue 70 million shares of Common Stock at a $0.01 par value. As of December 31, 2021, December 31, 2020, In January 2013, 200,000 100,000 two ■ 100,000 shares earned upon the signing of binding agreements for more than 51% of the Water Project’s annual capacity, which is not ■ 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 Water Project, which is not All shares earned upon achievement of any of the remaining two three Additionally, the Company incurred direct expenses to Brownstein of approximately $2.2 million and $1.5 million in 2021 2020, Series 1 The Company has issued a total of 10,000 shares of Series 1 1 March 2020. 1 December 31, 2021, 1 1 1 December 31, 2021. Series A Preferred Stock On June 29, 2021, may 1/1000 th July 2, 2021 On July 1, 2021, As set forth in the Certificate of Designation, the Series A Preferred Stock will rank, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to Common Stock of the Company; (ii) junior to the Series 1 1 Holders of Series A Preferred Stock, when and as authorized by the Company’s Board of Directors, are entitled to cumulative cash dividends at the rate of 8.875% of the $25,000.00 ($25.00 per Depositary Share) liquidation preference per year (equivalent to $2,218.75 per share per year or $2.21875 per Depositary Share per year). Dividends will be payable quarterly in arrears, on or about the 15th January, April, July October, October 15, 2021. December 31, 2021, December 27, 2021, January 18, 2022 January 6, 2022. At the issuance of the Series A Preferred Stock, the Company pre-funded eight July 2023 not not Holders of depositary shares representing interests in the Series A Preferred Stock generally will have no not six not two On and after July 2, 2026, Shares of Series A Preferred Stock are convertible into shares of Common Stock if, and only if, a change of control or delisting event (each as defined in the Certificate of Designation) has occurred, and the Company has not x not The Company has 2,300 shares of Series A Preferred Stock issued and outstanding as of December 31, 2021. |
Note 9 - Stock-based Compensati
Note 9 - Stock-based Compensation Plans and Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | NOTE 9 – STOCK-BASED COMPENSATION PLANS AND WARRANTS The Company has issued options and has granted stock awards pursuant to its 2009 2019 2009 The 2009 2009 8 December 18, 2009. 2009 ten 2019 The 2019 July 10, 2019 Effective July 1, 2021, 2019 June 30 January 31 first Stock Options to Directors, Officers and Consultants The Company had no options outstanding under either of the above plans as of December 31, 2021. 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 an option-pricing model. 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 The Company recognized no stock-option-related compensation costs for the years ended December 31, 2021 2020 2021. No options were granted in 2021 2020. December 31, 2021, December 31, 2020 Shares Weighted- Average Exercise Price Average Remaining Contractual Term Aggregate Intrinsic Value ($000 s) Outstanding at January 1, 2020 492,500 $ 11.66 0.3 $ 3,834 Granted - $ - Forfeited, Expired or canceled 377,500 $ 11.50 $ 2,915 Exercised - $ - Outstanding at December 31, 2020 115,000 $ 12.17 0.4 $ 919 Granted - $ - Forfeited, Expired or canceled 115,000 $ 12.17 $ 919 Exercised - $ - Outstanding at December 31, 2021 - $ - 0.0 $ - Options exercisable at December 31, 2021 - $ - 0.0 $ - Weighted-average years of remaining contractual life of options outstanding at December 31, 2021 0.0 Stock Awards to Directors, Officers, Consultants and Employees The Company has granted stock awards pursuant to its 2019 Of the total 1,200,000 shares reserved under the 2019 December 31, 2021. 1,120,292 June 30, 2021. January 31, 2022. April 2021 “April 2021 April 2021 July 2021 April 2021 January 3, 2023, March 1, 2023. The accompanying consolidated statements of operations and comprehensive loss include approximately $4,747,000 and $2,096,000 of stock-based compensation expense related to stock awards in the years ended December 31, 2021 2020, A summary of RSU activity under the plans during the years ended December 31, 2021 2020 Shares Weighted- Average Grant-date Fair Value Nonvested at December 31, 2019 15,312 $ 10.45 Granted 253,654 $ 9.31 Forfeited or canceled - $ - Vested (149,685 ) $ 9.60 Nonvested at December 31, 2020 119,281 $ 9.10 Granted 850,729 $ 11.31 Forfeited or canceled - $ - Vested (335,763 ) $ 10.84 Nonvested at December 31, 2021 634,247 $ 11.14 |
Note 10 - Segment Information
Note 10 - Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 10 – 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 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 – COMMITMENTS AND CONTINGENCIES 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 Pursuant to cost-sharing agreements that have been entered into by participants in the Company’s Water Project, $750,000 in funds have been received in order to offset costs incurred in the environmental analysis of the Water Project. These funds may December 31, 2021 December 31, 2020. On December 14, 2020 January 1, 2021, 2022 2021 December 14, 2020, The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not |
Note 12 - Leases
Note 12 - Leases | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 12 – LEASES Effective January 1, 2021, two The Company also has operating leases for corporate offices, vehicles and office equipment. The Company’s right-of-way agreements and leases have remaining lease terms of 1 month to 28 years as of December 31, 2021. not not 2049. not The Company’s lease population does not none not The Company elected to utilize the transition package of practical expedients permitted within the new standard, including the practical expedient not 12 12 not not Lease balances December 31, 2021 2020 As of December 31, 2021 Activity Balance Sheet Location Balance ROU assets Other assets $ 3,281 Short-term lease liability Other liabilities $ 24 Long-term lease liability Other long-term liabilities $ 3,257 As of December 31, 2020 Activity Balance Sheet Location Balance ROU assets Other assets $ 15 Short-term lease liability Other liabilities $ 15 Long-term lease liability Other long-term liabilities $ - Lease cost. December 31, 2021 Lease commitments. December 31, 2021 ( 2022 $ 321 2023 321 2024 321 2025 321 2026+ 7,691 Total lease payments 8,975 Less: Imputed interest (5,694 ) Present value of lease payments 3,281 Less: current maturities of lease obligations (24 ) Long-term lease obligations $ 3,257 Most of our lease agreements do not 842 December 31, 2021: Weighted Average Remaining Lease Term Operating leases (years) 28 Weighted Average Discount Rate Operating leases 10 % From a lessor standpoint, in February 2016, one five |
Note 13 - Fair Value Measuremen
Note 13 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 13 – FAIR VALUE MEASUREMENTS Fair values determined by Level 1 2 3 On March 24, 2021, November 2022. second As a result of the Warrant Modification, the Company reclassified the carrying value of the warrant prior to the modification from a warrant liability in the amount of $1.3 million to additional paid-in capital. In addition, the Company recorded debt issuance costs in the amount of $1.9 million, which was the increase in fair value of the warrant at the time of the modification, with a corresponding adjustment to additional paid-in capital. Prior to the Warrant Modification, the fair value of the warrant was remeasured each reporting period using an option pricing model, and the change in fair value was recorded as an adjustment to the recorded warrant liability with the unrealized gains or losses reflected in interest expense. During the year ended December 31, 2021, The following table presents a reconciliation of Level 3 December 31, 2020 2021: Level 3 Liabilities (in thousands) Warrant Liabilities Balance at January 1, 2020 $ - Reclassification of warrant liability 1,986 Unrealized gains on warrants, net (139 ) Balance at December 31, 2020 1,847 Unrealized gains on warrants, net (573 ) Reclassification of warrant liability to additional paid in capital upon Warrant Modification (1,274 ) Balance at December 31 ,2021 $ - |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 14 – SUBSEQUENT EVENTS On March 23, 2022, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The Consolidated Financial Statements of the Company have been prepared on a going concern basis, which contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred losses of $31.2 million and $37.8 million for the years ended December 31, 2021 2020, December 31, 2021 December 31, 2021. 2020 March 2020, 2021 2021. Cash requirements during the year ended December 31, 2021 In July 2020, “July 2020 July 2, 2021, July 2020 On June 7, 2021, June 30, 2021 124 On June 29, 2021, may 1/1000 th July 2, 2021 In May 2017, two May 25, 2021 May 25, 2022, November 25, 2022, May 18, 2021, first May 25, 2022. On July 2, 2021, 6 eight December 31, 2021, The Company may not 100% not On March 23, 2022, 14 Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve Limitations on the Company’s liquidity and ability to raise capital may no |
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. We apply the equity method of accounting for investments in which we have significant influence but not |
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 [Policy Text Block] | Revenue Recognition The Company recognizes rental income through its agricultural leases with Fenner Valley Farms LLC and SoCal Hemp JV LLC. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation General and administrative expenses include $4.7 million and $2.1 million of stock-based compensation expenses in the years ended December 31, 2021 2020, Stock-based compensation is generally based upon grants of stock awards and restricted stock units (“RSU”) to its employees and consultants under the 2019 |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss applicable to common stock by the weighted-average common shares outstanding. Options, restricted stock units, convertible debt, convertible preferred shares and warrants were not December 31, 2021 2020, |
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 forty-five five fifteen 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. We have not not |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill As a result of a merger in May 1988 two 350, 350” January 1, 2002. 350, December 31, 2021, 2020. no not |
Deferred Charges, Policy [Policy Text Block] | Deferred Financing Costs Deferred loan costs represent costs incurred to obtain debt financing. Such costs are amortized over the life of the related loan using the effective interest method, and are presented as a reduction of long-term debt. Deferred loan costs were $2.3 million and $0.8 million as of December 31, 2021 2020, |
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 may not The Company performs an annual impairment test to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any). In performing the impairment test, we have the option to first not This impairment assessment is performed at least annually in the fourth not fourth 2021, not no |
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 not |
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 secured debt approximates fair value, based on interest rates available to the Company for debt with similar terms. See Note 6 |
Equity Method Investments [Policy Text Block] | SoCal Hemp JV On July 31, 2019, two 50% The carrying value of the investment was $1.0 million at December 31, 2021, December 31, 2020. 2021, 2021 2021 |
Cash Flow Supplemental [Policy Text Block] | Supplemental Cash Flow Information During the year ended December 31, 2021, no On May 18, 2021, first May 25, 2021 May 25, 2022 ( In conjunction with the closing of an assignment and assumption agreement (see Note 6 July 2, 2021, At December 31, 2021, 8 January 18, 2022. At December 31, 2021, first 2022. The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following: Cash, Cash Equivalents and Restricted Cash December 31, 2021 December 31, 2020 (in thousands) Cash and Cash Equivalents $ 10,965 $ 7,290 Restricted Cash 1,288 - Long-Term Restricted Cash 7,603 134 Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows $ 19,856 $ 7,424 The restricted cash amounts primarily represent funds deposited into a segregated account, representing an amount sufficient to pre-fund quarterly dividend payments on Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering through approximately July 2023. Cash payments for income taxes were $10 thousand and $7 thousand for the years ended December 31, 2021 2020, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Accounting Guidance Not In June 2016, December 15, 2022, not Accounting Guidance Adopted In December 2019, 740. December 15, 2020, January 1, 2021 no In August 2020, 2020 6” no 2020 06 2020 06 December 15, 2021, December 15, 2020. 2020 06 January 1, 2021, 2020 06 not December 31, 2021. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Cash and Cash Equivalents [Table Text Block] | Cash, Cash Equivalents and Restricted Cash December 31, 2021 December 31, 2020 (in thousands) Cash and Cash Equivalents $ 10,965 $ 7,290 Restricted Cash 1,288 - Long-Term Restricted Cash 7,603 134 Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows $ 19,856 $ 7,424 |
Note 3 - Property, Plant, Equ_2
Note 3 - Property, Plant, Equipment and Water Programs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2021 2020 Land and land improvements $ 27,548 $ 26,798 Water programs 28,784 28,323 Pipeline 22,087 - Buildings 1,599 1,576 Leasehold improvements 570 570 Furniture and fixtures 461 461 Machinery and equipment 2,200 2,029 Construction in progress 3,128 788 86,377 60,545 Less accumulated depreciation (7,487 ) (7,064 ) $ 78,890 $ 53,481 |
Note 4 - Other Assets (Tables)
Note 4 - Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Other Assets [Table Text Block] | December 31, 2021 2020 Prepaid rent $ 4,296 $ 4,110 |
Note 5 - Accrued Liabilities (T
Note 5 - Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | December 31, 2021 2020 Payroll, bonus, and benefits $ 41 $ 240 Legal and consulting 371 104 Well development 113 113 Other accrued expenses 283 217 $ 808 $ 674 |
Note 6 - Long-term Debt (Tables
Note 6 - Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | December 31, 2021 2020 New senior secured debt due July 2, 2024 Interest rate of 7% per annum $ 50,000 $ - Prior senior secured debt due May 25, 2021 Interest accrues at 8% per annum - 78,861 Other loans 171 152 Debt discount and debt issuance costs, net of accumulated accretion (3,587 ) (366 ) Total outstanding long-term debt 46,584 78,647 Less current portion 107 51 Total outstanding debt $ 46,477 $ 78,596 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year Ending December 31 ($ in thousands) 2022 $ 107 2023 38 2024 50,026 2025 - 2026+ - Total $ 50,171 |
Note 7 - Income Taxes (Tables)
Note 7 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2021 2020 Deferred tax assets: Net operating losses $ 64,418 $ 75,303 Fixed asset basis difference 4,566 4,555 Contributions carryover 38 32 Deferred compensation 1,502 1,289 Accrued liabilities and others 333 303 Total deferred tax assets 70,857 81,482 Valuation allowance for deferred tax assets (70,857 ) (81,482 ) Net deferred tax asset $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2021 2020 Expected federal income tax benefit at 21% $ (6,560 ) $ (7,940 ) Increase (decrease) in valuation allowance (8,530 ) 3,617 State income tax 10 7 Expiring carryforwards 14,260 1,547 Non-deductible expenses and other 830 2,776 Income tax expense $ 10 $ 7 |
Note 9 - Stock-based Compensa_2
Note 9 - Stock-based Compensation Plans and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Shares Weighted- Average Exercise Price Average Remaining Contractual Term Aggregate Intrinsic Value ($000 s) Outstanding at January 1, 2020 492,500 $ 11.66 0.3 $ 3,834 Granted - $ - Forfeited, Expired or canceled 377,500 $ 11.50 $ 2,915 Exercised - $ - Outstanding at December 31, 2020 115,000 $ 12.17 0.4 $ 919 Granted - $ - Forfeited, Expired or canceled 115,000 $ 12.17 $ 919 Exercised - $ - Outstanding at December 31, 2021 - $ - 0.0 $ - Options exercisable at December 31, 2021 - $ - 0.0 $ - Weighted-average years of remaining contractual life of options outstanding at December 31, 2021 0.0 |
Schedule of Nonvested Share Activity [Table Text Block] | Shares Weighted- Average Grant-date Fair Value Nonvested at December 31, 2019 15,312 $ 10.45 Granted 253,654 $ 9.31 Forfeited or canceled - $ - Vested (149,685 ) $ 9.60 Nonvested at December 31, 2020 119,281 $ 9.10 Granted 850,729 $ 11.31 Forfeited or canceled - $ - Vested (335,763 ) $ 10.84 Nonvested at December 31, 2021 634,247 $ 11.14 |
Note 12 - Leases (Tables)
Note 12 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Lease, Balance Sheet Information [Table Text Block] | As of December 31, 2021 Activity Balance Sheet Location Balance ROU assets Other assets $ 3,281 Short-term lease liability Other liabilities $ 24 Long-term lease liability Other long-term liabilities $ 3,257 As of December 31, 2020 Activity Balance Sheet Location Balance ROU assets Other assets $ 15 Short-term lease liability Other liabilities $ 15 Long-term lease liability Other long-term liabilities $ - |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2022 $ 321 2023 321 2024 321 2025 321 2026+ 7,691 Total lease payments 8,975 Less: Imputed interest (5,694 ) Present value of lease payments 3,281 Less: current maturities of lease obligations (24 ) Long-term lease obligations $ 3,257 |
Lease, Cost [Table Text Block] | Weighted Average Remaining Lease Term Operating leases (years) 28 Weighted Average Discount Rate Operating leases 10 % |
Note 13 - Fair Value Measurem_2
Note 13 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Level 3 Liabilities (in thousands) Warrant Liabilities Balance at January 1, 2020 $ - Reclassification of warrant liability 1,986 Unrealized gains on warrants, net (139 ) Balance at December 31, 2020 1,847 Unrealized gains on warrants, net (573 ) Reclassification of warrant liability to additional paid in capital upon Warrant Modification (1,274 ) Balance at December 31 ,2021 $ - |
Note 1 - Description of Busin_2
Note 1 - Description of Business (Details Textual) | Dec. 31, 2021a |
Area of Land (Acre) | 45,000 |
California, Cadiz Valley [Member] | |
Area of Land (Acre) | 35,000 |
California, Danby Dry Lake [Member] | |
Area of Land (Acre) | 2,000 |
California, Piute Valley [Member] | |
Area of Land (Acre) | 9,000 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | Mar. 23, 2022 | Jul. 02, 2021 | Jun. 30, 2021 | Jun. 29, 2021 | Jun. 07, 2021 | May 18, 2021 | May 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2021 | Jul. 31, 2020 | Jul. 31, 2019 | May 31, 1988 |
Net Income (Loss) Attributable to Parent, Total | $ (31,249,000) | $ (37,817,000) | |||||||||||
Working Capital | 10,700,000 | ||||||||||||
Net Cash Provided by (Used in) Operating Activities, Total | (15,274,000) | (13,428,000) | |||||||||||
Gain (Loss) on Extinguishment of Debt, Total | (1,399,000) | (12,394,000) | |||||||||||
Proceeds from Issuance of Common Stock | 32,459,000 | 14,767,000 | |||||||||||
Payments to Acquire Property, Plant, and Equipment, Total | 22,908,000 | 5,729,000 | |||||||||||
Repayments of Long-term Debt, Total | 77,595,000 | 43,000 | |||||||||||
Deposits, Segregated Account, Pre-fund Eight Quarterly Dividend Payments | $ 10,200,000 | ||||||||||||
Share-based Payment Arrangement, Expense | $ 4,747,000 | $ 2,096,000 | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0 | ||||||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment, Total (in shares) | 3,000,000 | 2,956,000 | |||||||||||
Goodwill, Ending Balance | $ 3,813,000 | $ 3,813,000 | $ 7,006,000 | ||||||||||
Goodwill Amortized Portion | 3,193,000 | ||||||||||||
Goodwill, Impairment Loss | 0 | ||||||||||||
Debt Issuance Costs, Net, Total | 2,300,000 | 800,000 | |||||||||||
Impairment of Intangible Assets, Finite-lived | 0 | ||||||||||||
Equity Method Investments | 976,000 | 1,354,000 | |||||||||||
Income (Loss) from Equity Method Investments, Total | (942,000) | (2,169,000) | |||||||||||
Interest Payments in Stock | 2,600,000 | ||||||||||||
Debt Instrument, Extension Option Fee Percentage | 1.00% | ||||||||||||
Dividends Payable, Current | 1,288,000 | 0 | |||||||||||
Accrual for Property and Equipment Received, Current | 196,000 | ||||||||||||
Income Taxes Paid | 10,000 | 7,000 | |||||||||||
General and Administrative Expense [Member] | |||||||||||||
Share-based Payment Arrangement, Expense | $ 4,700,000 | 2,100,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 6,857,140 | ||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 1.75 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 11,800,000 | ||||||||||||
Proceeds from Issuance of Common Stock, Gross | $ 12,000,000 | ||||||||||||
Senior Secured Debt [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 60,000,000 | ||||||||||||
Debt Instrument, Additional Amount after Refinance | 15,000,000 | ||||||||||||
Repayments of Long-term Debt, Total | 77,500,000 | ||||||||||||
Debt Instrument, Extension Option Fee Percentage | 1.00% | ||||||||||||
Prior Senior Secured Debt [Member] | |||||||||||||
Extinguishment of Debt, Amount | $ 45,000,000 | ||||||||||||
New Loan [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 50,000,000 | ||||||||||||
Depository Shares [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,000,000 | ||||||||||||
Preferred Stock, Shares Per Depository Share (in dollars per share) | $ 0.001 | ||||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 25 | 25 | $ 25 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 25,000 | ||||||||||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ 54,000,000 | ||||||||||||
Pipelines [Member] | |||||||||||||
Payments to Acquire Property, Plant, and Equipment, Total | $ 19,000,000 | ||||||||||||
Land, Buildings and Improvements [Member] | Maximum [Member] | |||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 45 years | ||||||||||||
Land, Buildings and Improvements [Member] | Minimum [Member] | |||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 10 years | ||||||||||||
Machinery and Equipment [Member] | Maximum [Member] | |||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 15 years | ||||||||||||
Machinery and Equipment [Member] | Minimum [Member] | |||||||||||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | ||||||||||||
Lenders [Member] | |||||||||||||
Stock Issued During Period, Shares, Payment of Debt Extension Fees (in shares) | 64,356 | ||||||||||||
Apollo [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 299,210 | ||||||||||||
July 2020 ATM Offering [Member] | |||||||||||||
At Market Issuance Sales Agreement, Maximum Aggregate Offering Price | $ 30,000,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,748,339 | ||||||||||||
Proceeds From Issuance of Common Stock, Net of Issuance Costs | $ 29,200,000 | ||||||||||||
Private Placement [Member] | Direct Offering [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,219,512 | ||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 12.30 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 15,000,000 | ||||||||||||
Over-Allotment Option [Member] | Depository Shares [Member] | Maximum [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 300,000 | ||||||||||||
SoCal Hemp JV LLC Lease Agreement [Member] | |||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |||||||||||
Equity Method Investments | $ 1,000,000 | $ 1,400,000 | |||||||||||
Equity Method Investment, Contribution | 800,000 | ||||||||||||
Equity Method Investment, Repayment | (200,000) | ||||||||||||
Income (Loss) from Equity Method Investments, Total | $ (1,000,000) |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Components of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents | $ 10,965 | $ 7,290 | |
Restricted Cash | 1,288 | 0 | |
Long-Term Restricted Cash | 7,603 | 134 | |
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows | $ 19,856 | $ 7,424 | $ 15,816 |
Note 3 - Property, Plant, Equ_3
Note 3 - Property, Plant, Equipment and Water Programs (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation, Total | $ 423 | $ 381 |
Note 3 - Property, Plant, Equ_4
Note 3 - Property, Plant, Equipment and Water Programs - Property, Plant, Equipment and Water Programs (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, plant, and equipment | $ 86,377 | $ 60,545 |
Less accumulated depreciation | (7,487) | (7,064) |
Property, plant, and equipment, net | 78,890 | 53,481 |
Land and Land Improvements [Member] | ||
Property, plant, and equipment | 27,548 | 26,798 |
Water Programs [Member] | ||
Property, plant, and equipment | 28,784 | 28,323 |
Pipelines [Member] | ||
Property, plant, and equipment | 22,087 | 0 |
Building [Member] | ||
Property, plant, and equipment | 1,599 | 1,576 |
Leasehold Improvements [Member] | ||
Property, plant, and equipment | 570 | 570 |
Furniture and Fixtures [Member] | ||
Property, plant, and equipment | 461 | 461 |
Machinery and Equipment [Member] | ||
Property, plant, and equipment | 2,200 | 2,029 |
Construction in Progress [Member] | ||
Property, plant, and equipment | $ 3,128 | $ 788 |
Note 4 - Other Assets (Details
Note 4 - Other Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Prepaid Rent [Member] | ||
Amortization of Deferred Charges, Total | $ 115,000 | $ 115,000 |
Note 4 - Other Assets - Other A
Note 4 - Other Assets - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid rent | $ 4,296 | $ 4,110 |
Note 5 - Accrued Liabilities -
Note 5 - Accrued Liabilities - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payroll, bonus, and benefits | $ 41 | $ 240 |
Legal and consulting | 371 | 104 |
Well development | 113 | 113 |
Other accrued expenses | 283 | 217 |
Total accrued liabilities | $ 808 | $ 674 |
Note 6 - Long-term Debt (Detail
Note 6 - Long-term Debt (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 29, 2021 | May 18, 2021 | May 10, 2021 | Mar. 24, 2020 | Mar. 23, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 24, 2021 | Mar. 23, 2021 |
Fair Value Adjustment of Warrants | $ (573) | $ (139) | |||||||||
Debt Instrument, Extension Option Fee Percentage | 1.00% | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.857% | ||||||||||
Deposits, Segregated Account, Pre-fund Eight Quarterly Dividend Payments | $ 10,200 | ||||||||||
Debt Instrument, Unamortized Discount, Total | $ 3,587 | $ 366 | |||||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.875% | 8.875% | 8.875% | 8.875% | 8.875% | ||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 25,000 | ||||||||||
Depository Shares [Member] | |||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 25 | $ 25 | $ 25 | ||||||||
New Loan [Member] | |||||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||
Debt Instrument, Unamortized Discount, Total | $ 2,900 | ||||||||||
New Loan [Member] | Repayment Prior to Six-months of the Closing Date [Member] | |||||||||||
Debt Instrument, Repayment Fee Percentage | 0.00% | ||||||||||
New Loan [Member] | Repayment After Six-months of the Closing Date [Member] | |||||||||||
Debt Instrument, Repayment Fee Percentage | 2.00% | ||||||||||
New Loan [Member] | Repayment After Eighteen-months of the Closing Date [Member] | |||||||||||
Debt Instrument, Repayment Fee Percentage | 4.00% | ||||||||||
New Loan [Member] | Repayment After Thirty-months of the Closing Date [Member] | |||||||||||
Debt Instrument, Repayment Fee Percentage | 6.00% | ||||||||||
New Loan [Member] | Issuance Within Six-months of the Closing Date [Member] | |||||||||||
Debt Instrument, Prepay Amount, Percentage of the Cash Proceeds Received | 25.00% | ||||||||||
New Loan [Member] | Issuance After Six-months and Before Ony Year of the Closing Date [Member] | |||||||||||
Debt Instrument, Prepay Amount, Percentage of the Cash Proceeds Received | 50.00% | ||||||||||
New Loan [Member] | Issuance After One Year of the Closing Date [Member] | |||||||||||
Debt Instrument, Prepay Amount, Percentage of the Cash Proceeds Received | 75.00% | ||||||||||
New Loan [Member] | Before 12-months Anniversary of the Closing of the Debt [Member] | |||||||||||
Debt Instrument, Percentage of Principal Exchanged into Depositary Receipts | 25.00% | ||||||||||
New Loan [Member] | Between 12-months and 18-months Anniversary of the Closing of the Debt [Member] | |||||||||||
Debt Instrument, Percentage of Principal Exchanged into Depositary Receipts | 50.00% | ||||||||||
New Loan [Member] | Between 18-months and 24-months Anniversary of the Closing of the Debt [Member] | |||||||||||
Debt Instrument, Percentage of Principal Exchanged into Depositary Receipts | 75.00% | ||||||||||
New Loan [Member] | After 24-months Anniversary of the Closing of the Debt [Member] | |||||||||||
Debt Instrument, Percentage of Principal Exchanged into Depositary Receipts | 100.00% | ||||||||||
Affiliate of BRS [Member] | Senior Secured Debt Issued By Cadiz [Member] | |||||||||||
Payments to Acquire Notes Receivable | $ 77,500 | ||||||||||
Lenders [Member] | |||||||||||
Stock Issued During Period, Shares, Payment of Debt Extension Fees (in shares) | 64,356 | ||||||||||
Apollo [Member] | |||||||||||
Stock Issued During Period, Shares Debt Reassignment Fee (in shares) | 299,210 | ||||||||||
Additional Paid-in Capital [Member] | Reclassification of Debt Issuance Costs to Additional Paid In Capital [Member] | |||||||||||
Current Period Reclassification Adjustment | $ 1,900 | $ 1,300 | |||||||||
2017 Warrants [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 362,500 | 362,500 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 0.01 | $ 6.75 | $ 0.01 | $ 6.75 | ||||||
Class of Warrant or Right, Exercised During Period (in shares) | 362,500 | ||||||||||
Stock Issued During Period, Shares, Exercise of Warrants (in shares) | 362,500 | ||||||||||
Warrants Issued to Lenders [Member] | |||||||||||
Class of Warrant or Right, Issued During Period (in shares) | 2 | ||||||||||
Warrants and Rights Outstanding | $ 1,900 | ||||||||||
A Warrant [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 17.38 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 500,000 | ||||||||||
Percentage of Closing Price Per Share of Common Stock | 120.00% | ||||||||||
B Warrant [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 21.72 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 500,000 | ||||||||||
Percentage of Closing Price Per Share of Common Stock | 150.00% | ||||||||||
Warrants and Rights Outstanding, Term (Day) | 180 days |
Note 6 - Long-term Debt - Carry
Note 6 - Long-term Debt - Carrying Amount of the Company's Outstanding Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other loans | $ 171 | $ 152 |
Debt discount and debt issuance costs, net of accumulated accretion | (3,587) | (366) |
Total outstanding long-term debt | 46,584 | 78,647 |
Less current portion | 107 | 51 |
Total outstanding debt | 46,477 | 78,596 |
Convertible Senior Notes Due July 2, 2024 [Member] | ||
Convertible debt | 50,000 | 0 |
Convertible Senior Notes Due March 25, 2021 [Member] | ||
Convertible debt | $ 0 | $ 78,861 |
Note 6 - Long-term Debt - Annua
Note 6 - Long-term Debt - Annual Maturities of Long-term Debt Outstanding (Details) $ in Thousands | Dec. 31, 2021USD ($) | |
2022 | $ 107 | [1] |
2023 | 38 | |
2024 | 50,026 | |
2025 | 0 | |
2026+ | 0 | |
Total | $ 50,171 | |
[1] | The Company has options to extend the contractual May 2021 maturity of its Senior Secured Debt until November 2022. Accordingly, the Company has no short-term debt portion of long-term debt obligations coming due subject to the exercise of this option which is entirely in the Company’s control. |
Note 7 - Income Taxes (Details
Note 7 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 10,625,000 | $ 5,334,000 |
Unrecognized Tax Benefits, Ending Balance | 900,000 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0 | |
Deferred Tax Assets, Net, Total | $ 0 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Open Tax Year | 2018 2019 2020 2021 | |
Open Tax Period (Year) | 3 years | |
Domestic Tax Authority [Member] | California Franchise Tax Board [Member] | ||
Open Tax Year | 2017 2018 2019 2020 2021 | |
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | ||
Open Tax Period (Year) | 4 years |
Note 7 - Income Taxes - Deferre
Note 7 - Income Taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Net operating losses | $ 64,418 | $ 75,303 |
Fixed asset basis difference | 4,566 | 4,555 |
Contributions carryover | 38 | 32 |
Deferred compensation | 1,502 | 1,289 |
Accrued liabilities and others | 333 | 303 |
Total deferred tax assets | 70,857 | 81,482 |
Valuation allowance for deferred tax assets | (70,857) | (81,482) |
Net deferred tax asset | $ 0 | $ 0 |
Note 7 - Income Taxes - Reconci
Note 7 - Income Taxes - Reconciliation of the Income Tax Benefit to the Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected federal income tax benefit at 21% | $ (6,560) | $ (7,940) |
Increase (decrease) in valuation allowance | (8,530) | 3,617 |
State income tax | 10 | 7 |
Expiring carryforwards | 14,260 | 1,547 |
Non-deductible expenses and other | 830 | 2,776 |
Income tax expense | $ 10 | $ 7 |
Note 8 - Common and Preferred_2
Note 8 - Common and Preferred Stock (Details Textual) | Jul. 02, 2021USD ($)$ / shares | Jul. 01, 2021USD ($)$ / sharesshares | Jun. 29, 2021$ / sharesshares | Mar. 05, 2020shares | Jan. 31, 2013shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 02, 2026$ / shares | Dec. 27, 2021$ / shares |
Common Stock, Shares Authorized (in shares) | 70,000,000 | 70,000,000 | |||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||
Common Stock, Shares, Issued, Total (in shares) | 43,656,169 | 36,902,361 | |||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 400,000 | ||||||||
Percentage Of Projects Annual Capacity | 51.00% | ||||||||
Number of Milestones for Common Stock Issuance | 2 | ||||||||
Shares Payable Term From Date Earned (Year) | 3 years | ||||||||
Preferred Stock, Shares Issued, Total (in shares) | 329 | 7,531 | |||||||
Preferred Stock, Dividend Rate, Percentage | 8.857% | ||||||||
Preferred Stock, Shares Authorized (in shares) | 100,000 | 100,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||
Payments of Dividends, Total | $ | $ 1,449,000 | $ 0 | |||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 43,656,169 | 36,902,361 | |||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 329 | 7,531 | |||||||
Preferred Class A [Member] | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 405.05 | ||||||||
Series 1 Preferred Stock [Member] | |||||||||
Conversion of Stock, Shares Converted (in shares) | 9,671 | ||||||||
Conversion of Stock, Shares Issued (in shares) | 3,917,235 | ||||||||
Preferred Stock, Shares Issued, Total (in shares) | 329 | ||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 329 | ||||||||
Depository Shares [Member] | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,000,000 | ||||||||
Preferred Stock, Shares Per Depository Share (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ / shares | $ 25 | $ 25 | $ 25 | ||||||
Preferred Stock, Liquidation Preference Per Share Per Year | 2.21875 | ||||||||
Dividends Payable, Amount Per Share (in dollars per share) | $ / shares | $ 0.56 | ||||||||
Depository Shares [Member] | Sale Including Overallotment Option [Member] | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,000,000 | ||||||||
Sale Including Overallotment Option [Member] | Sale Including Overallotment Option [Member] | Maximum [Member] | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 300,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred Stock, Shares Issued, Total (in shares) | 2,300 | 0 | |||||||
Preferred Stock, Dividend Rate, Percentage | 8.875% | 8.875% | 8.875% | 8.875% | 8.875% | ||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ | $ 54,000,000 | ||||||||
Preferred Stock, Shares Authorized (in shares) | 7,500 | 7,500 | 0 | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Preferred Stock, Liquidation Preference, Value | $ | $ 25,000 | ||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ / shares | $ 25,000 | ||||||||
Preferred Stock, Liquidation Preference Per Share Per Year | 2,218.75 | ||||||||
Dividends Payable, Amount Per Share (in dollars per share) | $ / shares | $ 560 | ||||||||
Conversion of Stock, Shares Cap (in shares) | 3,748.13 | ||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 2,300 | 0 | |||||||
Conversion of Convertible Senior Notes 2020 into Preferred Stock [Member] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 10,000 | ||||||||
Water Project with Brownstein [Member] | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ | $ 2,200,000 | $ 1,500,000 | |||||||
Shares Earned Upon The Signing Of Binding Agreements [Member] | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 100,000 | ||||||||
Shares Earned Upon The Commencement Of Construction [Member] | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 100,000 | ||||||||
Forecast [Member] | Depository Shares [Member] | |||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares | $ 25 | ||||||||
Forecast [Member] | Series A Preferred Stock [Member] | |||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares | $ 25,000 | ||||||||
Upon Change of Control [Member] | Depository Shares [Member] | |||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares | $ 25 | ||||||||
Upon Change of Control [Member] | Series A Preferred Stock [Member] | |||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares | $ 25,000 |
Note 9 - Stock-based Compensa_3
Note 9 - Stock-based Compensation Plans and Warrants (Details Textual) | Jul. 01, 2021USD ($) | Dec. 18, 2009shares | Apr. 30, 2021shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019shares | Jul. 10, 2019shares | |
Share-based Payment Arrangement, Expense | $ | $ 4,747,000 | $ 2,096,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 0 | [1] | 115,000 | 492,500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 0 | 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 850,729 | 253,654 | ||||||
Water Supply Agreement, Number of Acre-feet of Water Per Annum To Customer | 9,500 | |||||||
Share-based Payment Arrangement, Option [Member] | ||||||||
Share-based Payment Arrangement, Expense | $ | $ 0 | $ 0 | ||||||
Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Employee [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 825,000 | |||||||
Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Employee [Member] | April 2021 RSU Grant [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 850,000 | |||||||
Milestone RSUs [Member] | Share-based Payment Arrangement, Employee [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 510,000 | |||||||
Milestone RSUs [Member] | Share-based Payment Arrangement, Employee [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 255,000 | |||||||
Milestone RSUs [Member] | Share-based Payment Arrangement, Employee [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 255,000 | |||||||
Non-milestone Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Employee [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 315,000 | |||||||
Non-milestone Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Employee [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 60,000 | |||||||
Non-milestone Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Employee [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 158,673 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 255,000 | |||||||
Two Thousand Nine Equity Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 850,000 | |||||||
Two Thousand Nine Equity Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||||||
Two Thousand Nine Equity Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 24 months | |||||||
Two Thousand Nineteen Equity Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,200,000 | 1,200,000 | ||||||
Two Thousand Nineteen Equity Incentive Plan [Member] | Outside Director [Member] | Accrues Yearly [Member] | ||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ | $ 75,000 | |||||||
Share-based Payment Arrangement, Expense | $ | 25,000 | |||||||
Two Thousand Nineteen Equity Incentive Plan [Member] | Outside Director [Member] | Accrues Quarterly [Member] | ||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ | 18,750 | |||||||
Share-based Payment Arrangement, Expense | $ | $ 6,250 | |||||||
Two Thousand Nineteen Equity Incentive Plan [Member] | Directors, Consultants and Employees [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 1,120,292 | |||||||
Two Thousand Nineteen Equity Incentive Plan [Member] | Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 14,243 | |||||||
[1] | Exercise prices vary from $9.88 to $12.51, and expiration dates vary from April 2021 to December 2021. |
Note 9 - Stock-based Compensa_4
Note 9 - Stock-based Compensation Plans and Warrants - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Outstanding (in shares) | 115,000 | 492,500 | ||
Outstanding, weighted average exercise price (in dollars per share) | $ 12.17 | $ 11.66 | ||
Outstanding, average remaining contractual term (Year) | 0 years | 4 months 24 days | 3 months 18 days | |
Outstanding, aggregate intrinsic value | $ 0 | $ 919 | $ 3,834 | |
Granted (in shares) | 0 | 0 | ||
Forfeited, Expired or canceled (in shares) | 115,000 | 377,500 | ||
Forfeited, Expired or canceled, weighted average exercise price (in dollars per share) | $ 12.17 | $ 11.50 | ||
Forfeited, Expired or canceled | $ 919 | $ 2,915 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 0 | 0 | ||
Forfeited, Expired or canceled | $ 919 | $ 2,915 | ||
Outstanding (in shares) | 0 | [1] | 115,000 | 492,500 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0 | $ 12.17 | $ 11.66 | |
Options exercisable at December 31, 2021 (in shares) | 0 | |||
Options exercisable, weighted average exercise price (in dollars per share) | $ 0 | |||
Options exercisable, average remaining contractual term (Year) | 0 years | |||
Weighted-average years of remaining contractual life of options outstanding at December 31, 2021 (Year) | 0 years | |||
[1] | Exercise prices vary from $9.88 to $12.51, and expiration dates vary from April 2021 to December 2021. |
Note 9 - Stock-based Compensa_5
Note 9 - Stock-based Compensation Plans and Warrants - Nonvested Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Nonvested (in shares) | 119,281 | 15,312 |
Nonvested (in dollars per share) | $ 9.10 | $ 10.45 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 850,729 | 253,654 |
Granted (in dollars per share) | $ 11.31 | $ 9.31 |
Forfeited or canceled (in shares) | 0 | 0 |
Forfeited or canceled (in dollars per share) | $ 0 | $ 0 |
Vested (in shares) | (335,763) | (149,685) |
Vested (in dollars per share) | $ 10.84 | $ 9.60 |
Nonvested (in shares) | 634,247 | 119,281 |
Nonvested (in dollars per share) | $ 11.14 | $ 9.10 |
Note 10 - Segment Information (
Note 10 - Segment Information (Details Textual) | 12 Months Ended |
Dec. 31, 2021 | |
Number of Reportable Segments | 1 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details Textual) - USD ($) | Jan. 01, 2021 | Dec. 14, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
US Bureau of Land Management (“BLM”) [Member] | ||||
Right of Way Agreement, Period (Year) | 29 years | 30 years | ||
Right of Way Agreement, Annual Rent Expense | $ 321,000 | $ 321,000 | ||
US Bureau of Land Management (“BLM”) [Member] | Other Noncurrent Assets [Member] | ||||
Deposits Assets, Noncurrent | $ 420,000 | |||
Water Project [Member] | ||||
Deferred Revenue, Total | $ 750,000 | $ 750,000 |
Note 12 - Leases (Details Textu
Note 12 - Leases (Details Textual) | Jan. 01, 2021USD ($) | Dec. 14, 2020USD ($) | Feb. 29, 2016USD ($)a | Dec. 31, 2021USD ($) |
Operating Lease, Cost | $ 335,000 | |||
Fenner Valley Farms LLC Lease Agreement [Member] | ||||
Lessor, Operating Lease, Term of Contract (Year) | 99 years | |||
Area of Real Estate Property (Acre) | a | 2,100 | |||
Long-term Debt, Total | $ 12,000,000 | |||
Lessor, Operating Lease, Payment to be Received, Year One | 420,000 | |||
Lessor, Operating Lease, Payment to be Received, Year Two | 420,000 | |||
Lessor, Operating Lease, Payment to be Received, Year Three | 420,000 | |||
Lessor, Operating Lease, Payment to be Received, Year Four | 420,000 | |||
Lessor, Operating Lease, Payment to be Received, Year Five | $ 420,000 | |||
Minimum [Member] | ||||
Lessee, Operating Lease, Remaining Lease Term (Month) | 1 month | |||
Maximum [Member] | ||||
Lessee, Operating Lease, Remaining Lease Term (Month) | 28 years | |||
US Bureau of Land Management (“BLM”) [Member] | ||||
Right of Way Agreement, Period (Year) | 29 years | 30 years | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 3,300,000 | |||
Right of Way Agreement, Annual Rent Expense | $ 321,000 | $ 321,000 |
Note 12 - Leases - Balance Shee
Note 12 - Leases - Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ROU assets | $ 3,281 | $ 15 |
Short-term lease liability | 24 | 15 |
Long-term lease liability | 3,257 | 0 |
Other Assets [Member] | ||
ROU assets | 3,281 | 15 |
Other Liabilities [Member] | ||
Short-term lease liability | 24 | 15 |
Other Noncurrent Liabilities [Member] | ||
Long-term lease liability | $ 3,257 | $ 0 |
Note 12 - Leases - Future Minim
Note 12 - Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
2022 | $ 321 | |
2023 | 321 | |
2024 | 321 | |
2025 | 321 | |
2026+ | 7,691 | |
Total lease payments | 8,975 | |
Less: Imputed interest | (5,694) | |
Present value of lease payments | 3,281 | |
Less: current maturities of lease obligations | (24) | $ (15) |
Long-term lease obligations | 3,257 | 0 |
Other Liabilities [Member] | ||
Less: current maturities of lease obligations | (24) | (15) |
Other Noncurrent Liabilities [Member] | ||
Long-term lease obligations | $ 3,257 | $ 0 |
Note 12 - Leases - Lease Inform
Note 12 - Leases - Lease Information (Details) | Dec. 31, 2021 |
Weighted Average Remaining Lease Term Operating leases (years) (Year) | 28 years |
Weighted Average Discount Rate Operating leases | 10.00% |
Note 13 - Fair Value Measurem_3
Note 13 - Fair Value Measurements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 24, 2020 | Mar. 23, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 10, 2021 | Mar. 24, 2021 | Mar. 23, 2021 |
Fair Value Adjustment of Warrants | $ (573) | $ (139) | |||||
Additional Paid-in Capital [Member] | Reclassification of Warrant Liability to Additional Paid-in Capital [Member] | |||||||
Current Period Reclassification Adjustment | $ 1,300 | ||||||
Additional Paid-in Capital [Member] | Reclassification of Debt Issuance Costs to Additional Paid In Capital [Member] | |||||||
Current Period Reclassification Adjustment | $ 1,900 | $ 1,300 | |||||
2017 Warrants [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 362,500 | 362,500 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 6.75 | $ 0.01 | $ 0.01 | $ 6.75 |
Note 13 - Fair Value Measurem_4
Note 13 - Fair Value Measurements - Reconciliation of Level 3 Activity (Details) - Warrant Liabilities [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance | $ 1,847 | $ 0 |
Reclassification of warrant liability | (1,274) | 1,986 |
Unrealized gains on warrants, net | (573) | (139) |
Balance | $ 0 | $ 1,847 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 23, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Proceeds from Issuance of Common Stock | $ 32,459 | $ 14,767 | |
Subsequent Event [Member] | |||
Stock Issued During Period, Shares, New Issues (in shares) | 6,857,140 | ||
Shares Issued, Price Per Share (in dollars per share) | $ 1.75 | ||
Proceeds from Issuance of Common Stock, Gross | $ 12,000 | ||
Proceeds from Issuance of Common Stock | $ 11,800 | ||
Subsequent Event [Member] | Keith Brackpool [Member] | |||
Stock Issued During Period, Shares, New Issues (in shares) | 1,142,857 | ||
Subsequent Event [Member] | Geoffrey Grant [Member] | |||
Stock Issued During Period, Shares, New Issues (in shares) | 285,714 | ||
Subsequent Event [Member] | Heerema International Group Services S.A. [Member] | |||
Stock Issued During Period, Shares, New Issues (in shares) | 2,857,142 | ||
Subsequent Event [Member] | Keith Brackpool, Geoffrey Grant, and Heerema International Group Services S.A. [Member] | |||
Common Stock Ownership, Percent | 35.40% |