Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 033-36383 | |
Entity Registrant Name | VIDLER WATER RESOURCES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-2723335 | |
Entity Address, Address Line One | 3480 GS Richards Blvd, Suite 101 | |
Entity Address, City or Town | Carson City | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89703 | |
City Area Code | 775 | |
Local Phone Number | 885-5000 | |
Title of 12(b) Security | Common Stock, par Value $0.001 | |
Trading Symbol | VWTR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 18,339,827 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0000830122 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Unaudited - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 7,915 | $ 9,388 |
Real estate and tangible water assets, net | 38,917 | 39,374 |
Intangible assets | 120,361 | 120,445 |
Right of use assets, net | 319 | 396 |
Deferred income tax asset | 9,236 | 9,340 |
Other assets | 1,724 | 1,503 |
Total assets | 178,472 | 180,446 |
Liabilities and equity | ||
Lease liabilities | 319 | 396 |
Other liabilities | 1,273 | 1,516 |
Accounts payable and accrued expenses | 462 | 264 |
Total liabilities | 2,054 | 2,176 |
Commitments and contingencies | ||
Preferred stock, $0.001 par value; authorized 10,000 shares, none issued | ||
Common stock, $0.001 par value; authorized 100,000 shares, 18,347 issued and 18,347 outstanding at June 30, 2021, and 18,586 issued and 18,583 outstanding at December 31, 2020 | 18 | 19 |
Additional paid-in capital | 330,155 | 332,290 |
Accumulated deficit | (153,755) | (154,009) |
Treasury stock, at cost (common shares:— at June 30, 2021 and 3 at December 31, 2020) | 0 | (30) |
Total shareholders’ equity | 176,418 | 178,270 |
Total liabilities and shareholders’ equity | $ 178,472 | $ 180,446 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets - Unaudited (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock | ||
Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Shares authorized (in shares) | 10,000,000 | 10,000,000 |
Shares issued (in shares) | 0 | 0 |
Common stock | ||
Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Shares authorized (in shares) | 100,000,000 | 100,000,000 |
Shares issued (in shares) | 18,347,000 | 18,586,000 |
Shares outstanding (in shares) | 18,347,000 | 18,583,000 |
Treasury stock | ||
Common shares held (in shares) | 0 | 3,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - Unaudited - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues and other income: | ||||
Sale of real estate and water assets | $ 2,148 | $ 3,781 | $ 4,866 | $ 3,821 |
Other income, net | 238 | 64 | 453 | 253 |
Total revenues and other income | 2,386 | 3,845 | 5,319 | 4,074 |
Cost of sales and expenses: | ||||
Cost of real estate and water assets sold | 855 | 279 | 1,230 | 292 |
General, administrative, and other | 1,838 | 1,614 | 3,634 | 3,539 |
Depreciation and amortization | 49 | 88 | 97 | 190 |
Total cost of sales and expenses | 2,742 | 1,981 | 4,961 | 4,021 |
Income (loss) before income taxes | (356) | 1,864 | 358 | 53 |
Benefit (provision) for federal and state income taxes | 78 | 0 | (104) | 0 |
Net income (loss) | $ (278) | $ 1,864 | $ 254 | $ 53 |
Net income (loss) per common share – basic (in dollars per share) | $ (0.02) | $ 0.10 | $ 0.01 | $ 0 |
Net income (loss) per common share – diluted (in dollars per share) | $ (0.02) | $ 0.10 | $ 0.01 | $ 0 |
Weighted average shares outstanding, basic (in shares) | 18,382 | 19,281 | 18,463 | 19,468 |
Weighted average shares outstanding, diluted (in shares) | 18,382 | 19,281 | 18,463 | 19,468 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity - Unaudited - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 20,067,000 | ||||
Balance at beginning of period at Dec. 31, 2019 | $ 178,255 | $ 20 | $ 345,234 | $ (164,010) | $ (2,989) |
Balance at beginning of period, treasury stock (in shares) at Dec. 31, 2019 | 284,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 475 | 475 | |||
Purchases of treasury stock (in shares) | 398,000 | ||||
Purchases of treasury stock | (3,629) | $ (3,629) | |||
Retirement of treasury stock (in shares) | (637,000) | (637,000) | |||
Retirement of treasury stock | 0 | $ (1) | (6,265) | $ 6,266 | |
Net income (loss) | (1,811) | (1,811) | |||
Balance at end of period (in shares) at Mar. 31, 2020 | 19,430,000 | ||||
Balance at end of period at Mar. 31, 2020 | 173,290 | $ 19 | 339,444 | (165,821) | $ (352) |
Balance at end of period, treasury stock (in shares) at Mar. 31, 2020 | 45,000 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 20,067,000 | ||||
Balance at beginning of period at Dec. 31, 2019 | 178,255 | $ 20 | 345,234 | (164,010) | $ (2,989) |
Balance at beginning of period, treasury stock (in shares) at Dec. 31, 2019 | 284,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 53 | ||||
Balance at end of period (in shares) at Jun. 30, 2020 | 19,038,000 | ||||
Balance at end of period at Jun. 30, 2020 | 172,314 | $ 19 | 336,341 | (163,957) | $ (89) |
Balance at end of period, treasury stock (in shares) at Jun. 30, 2020 | 11,000 | ||||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 19,430,000 | ||||
Balance at beginning of period at Mar. 31, 2020 | 173,290 | $ 19 | 339,444 | (165,821) | $ (352) |
Balance at beginning of period, treasury stock (in shares) at Mar. 31, 2020 | 45,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 22 | 22 | |||
Purchases of treasury stock (in shares) | 358,000 | ||||
Purchases of treasury stock | (2,862) | $ (2,862) | |||
Retirement of treasury stock (in shares) | (392,000) | (392,000) | |||
Retirement of treasury stock | 0 | (3,125) | $ 3,125 | ||
Net income (loss) | 1,864 | 1,864 | |||
Balance at end of period (in shares) at Jun. 30, 2020 | 19,038,000 | ||||
Balance at end of period at Jun. 30, 2020 | $ 172,314 | $ 19 | 336,341 | (163,957) | $ (89) |
Balance at end of period, treasury stock (in shares) at Jun. 30, 2020 | 11,000 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 18,586,000 | 18,586,000 | |||
Balance at beginning of period at Dec. 31, 2020 | $ 178,270 | $ 19 | 332,290 | (154,009) | $ (30) |
Balance at beginning of period, treasury stock (in shares) at Dec. 31, 2020 | 3,000 | 3,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | $ 42 | 42 | |||
Purchases of treasury stock (in shares) | 107,000 | ||||
Purchases of treasury stock | (986) | $ (986) | |||
Retirement of treasury stock (in shares) | (104,000) | (104,000) | |||
Retirement of treasury stock | (1) | $ (1) | (959) | $ 959 | |
Net income (loss) | 532 | 532 | |||
Balance at end of period (in shares) at Mar. 31, 2021 | 18,482,000 | ||||
Balance at end of period at Mar. 31, 2021 | $ 177,857 | $ 18 | 331,373 | (153,477) | $ (57) |
Balance at end of period, treasury stock (in shares) at Mar. 31, 2021 | 6,000 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 18,586,000 | 18,586,000 | |||
Balance at beginning of period at Dec. 31, 2020 | $ 178,270 | $ 19 | 332,290 | (154,009) | $ (30) |
Balance at beginning of period, treasury stock (in shares) at Dec. 31, 2020 | 3,000 | 3,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 254 | ||||
Balance at end of period (in shares) at Jun. 30, 2021 | 18,347,000 | 18,347,000 | |||
Balance at end of period at Jun. 30, 2021 | $ 176,418 | $ 18 | 330,155 | (153,755) | $ 0 |
Balance at end of period, treasury stock (in shares) at Jun. 30, 2021 | 0 | 0 | |||
Balance at beginning of period (in shares) at Mar. 31, 2021 | 18,482,000 | ||||
Balance at beginning of period at Mar. 31, 2021 | $ 177,857 | $ 18 | 331,373 | (153,477) | $ (57) |
Balance at beginning of period, treasury stock (in shares) at Mar. 31, 2021 | 6,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 22 | 22 | |||
Exercise of restricted stock units (in shares) | 1,000 | ||||
Withholding taxes paid on vested restricted stock units | (6) | (6) | |||
Purchases of treasury stock (in shares) | 130,000 | ||||
Purchases of treasury stock | (1,177) | $ (1,177) | |||
Retirement of treasury stock (in shares) | (136,000) | (136,000) | |||
Retirement of treasury stock | 0 | (1,234) | $ 1,234 | ||
Net income (loss) | $ (278) | (278) | |||
Balance at end of period (in shares) at Jun. 30, 2021 | 18,347,000 | 18,347,000 | |||
Balance at end of period at Jun. 30, 2021 | $ 176,418 | $ 18 | $ 330,155 | $ (153,755) | $ 0 |
Balance at end of period, treasury stock (in shares) at Jun. 30, 2021 | 0 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities: | ||
Cash provided by (used in) operating activities | $ 681 | $ (352) |
Net cash provided by (used in) operating activities | 681 | (352) |
Investing activities: | ||
Purchases of property, plant and equipment | (8) | (66) |
Proceeds from sale of property, plant and equipment | 23 | 24 |
Net cash provided by (used in) investing activities | 15 | (42) |
Financing activities: | ||
Payment of withholding taxes on exercise of restricted stock units | (6) | 0 |
Purchases of treasury stock | (2,163) | (6,491) |
Net cash used in financing activities | (2,169) | (6,491) |
Decrease in cash and cash equivalents | (1,473) | (6,885) |
Cash and cash equivalents, beginning of the period | 9,388 | 18,169 |
Cash and cash equivalents, end of the period | $ 7,915 | $ 11,284 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited, condensed consolidated financial statements of Vidler Water Resources, Inc. and subsidiaries (collectively, the “Company” or “Vidler”) have been prepared in accordance with the interim reporting requirements of Form 10-Q, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete consolidated financial statements. In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation of the financial statements presented have been included and are of a normal recurring nature. Operating results presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC. Smaller Reporting Company The Company qualifies as a smaller reporting company (“SRC”) under the SEC’s definition and therefore certain disclosures that are no longer required have been removed in accordance with the SEC’s disclosure requirements for SRCs. Use of Estimates in Preparation of Financial Statements The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses for each reporting period. The significant estimates made in the preparation of the Company’s condensed consolidated financial statements relate to intangibles, real estate and water assets, deferred income taxes, stock based compensation and contingent liabilities. While management believes that the carrying value of such asset and liabilities were appropriate as of June 30, 2021 and comparative periods, it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. |
Tangible Water Assets and Real
Tangible Water Assets and Real Estate, Net | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Tangible Water Assets and Real Estate, Net | Tangible Water Assets and Real Estate, Net The costs assigned to the various components of tangible water assets and real estate, net, were as follows (in thousands): June 30, 2021 December 31, 2020 Real estate and improvements held and used, net of accumulated depreciation of $12,003 at each of June 30, 2021, and December 31, 2020 $ 9,469 $ 9,469 Other real estate inventories 3,359 3,359 Tangible water assets 26,089 26,546 Total real estate and tangible water assets $ 38,917 $ 39,374 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The Company owned the following intangible assets, which primarily represent indefinite-lived intangible water assets (in thousands): June 30, 2021 December 31, 2020 Pipeline rights and water credits at Fish Springs Ranch $ 81,160 $ 81,574 Pipeline rights and water rights at Carson-Lyon 26,324 25,643 Other 12,877 13,228 Total intangible assets $ 120,361 $ 120,445 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company leases its office under a non-cancelable operating lease that expires in 2023. Rent expense for office space was $39,000 and $76,000 for the three months ended June 30, 2021 and 2020, respectively, and $77,000 and $166,000 for the six months ended June 30, 2021 and 2020, respectively. Future minimum payments under all operating leases are as follows (in thousands): Year ending December 31, 2021 $ 79 2022 159 2023 81 Total $ 319 Neither the Company nor its subsidiaries are parties to any potentially material pending legal proceedings during the quarter. The Company is subject to legal proceedings described in Item 3 of the Company’s 10-K filed March 12, 2021 , which are incorporated herein by reference. There have been no material changes in the litigation since then. The Company is subject to various litigation matters that arise in the ordinary course of its business. Because litigation is inherently unpredictable and unfavorable results could occur, assessing contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against the Company may be unsupported, exaggerated, or unrelated to possible outcomes, and as such, are not meaningful indicators of the potential liability. The Company regularly reviews contingencies to determine the adequacy of accruals and related disclosures. The amount of ultimate loss may differ from these estimates, and it is possible that the financial statements could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies. Whether any losses finally determined in any claim, action, investigation, or proceeding could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including: the timing and amount of such losses; the structure and type of any remedies; the significance of the impact any such losses, damages or remedies may have on the Company’s condensed consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsNone. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses for each reporting period. The significant estimates made in the preparation of the Company’s condensed consolidated financial statements relate to intangibles, real estate and water assets, deferred income taxes, stock based compensation and contingent liabilities. While management believes that the carrying value of such asset and liabilities were appropriate as of June 30, 2021 and comparative periods, it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. |
Tangible Water Assets and Rea_2
Tangible Water Assets and Real Estate, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Costs Assigned to Various Components of Tangible Water Assets and Real Estate, Net | The costs assigned to the various components of tangible water assets and real estate, net, were as follows (in thousands): June 30, 2021 December 31, 2020 Real estate and improvements held and used, net of accumulated depreciation of $12,003 at each of June 30, 2021, and December 31, 2020 $ 9,469 $ 9,469 Other real estate inventories 3,359 3,359 Tangible water assets 26,089 26,546 Total real estate and tangible water assets $ 38,917 $ 39,374 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | The Company owned the following intangible assets, which primarily represent indefinite-lived intangible water assets (in thousands): June 30, 2021 December 31, 2020 Pipeline rights and water credits at Fish Springs Ranch $ 81,160 $ 81,574 Pipeline rights and water rights at Carson-Lyon 26,324 25,643 Other 12,877 13,228 Total intangible assets $ 120,361 $ 120,445 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum payments under all operating leases are as follows (in thousands): Year ending December 31, 2021 $ 79 2022 159 2023 81 Total $ 319 |
Tangible Water Assets and Rea_3
Tangible Water Assets and Real Estate, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Real Estate [Abstract] | ||
Real estate and improvements held and used, net of accumulated depreciation of $12,003 at each of June 30, 2021, and December 31, 2020 | $ 9,469 | $ 9,469 |
Other real estate inventories | 3,359 | 3,359 |
Tangible water assets | 26,089 | 26,546 |
Total real estate and tangible water assets | 38,917 | 39,374 |
Accumulated depreciation on real estate and improvements held and used | $ 12,003 | $ 12,003 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 120,361 | $ 120,445 |
Pipeline rights and water credits at Fish Springs Ranch | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 81,160 | 81,574 |
Pipeline rights and water rights at Carson-Lyon | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 26,324 | 25,643 |
Other | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 12,877 | $ 13,228 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 39 | $ 76 | $ 77 | $ 166 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Payments Under Operating Leases (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 79 |
2022 | 159 |
2023 | 81 |
Total | $ 319 |