Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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. | ||
Entity Address, Address Line Two | 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 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 | $ 210.9 | ||
Entity Common Stock, Shares Outstanding | 18,299,896 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement to be filed with the United States Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2022 Annual Meeting of Shareholders, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0000830122 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Las Vegas, Nevada |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 28,181 | $ 9,388 |
Tangible water assets and real estate, net | 34,495 | 39,374 |
Intangible assets | 119,963 | 120,445 |
Right of use assets, net | 240 | 396 |
Deferred income tax asset | 27,505 | 9,340 |
Other assets | 2,274 | 1,503 |
Total assets | 212,658 | 180,446 |
Liabilities and shareholders’ equity | ||
Operating lease liabilities | 240 | 396 |
Other liabilities | 3,392 | 1,516 |
Accounts payable and accrued expenses | 430 | 264 |
Total liabilities | 4,062 | 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, 18,312 issued and 18,311 outstanding at December 31, 2021, and 18,586 issued and 18,583 outstanding at December 31, 2020 | 18 | 19 |
Additional paid-in capital | 329,691 | 332,290 |
Accumulated deficit | (121,099) | (154,009) |
Treasury stock, at cost (common shares: 1 and 3 at December 31, 2021 and December 31, 2020, respectively) | (14) | (30) |
Total Vidler Water Resources, Inc. shareholders’ equity | 208,596 | 178,270 |
Total liabilities and equity | $ 212,658 | $ 180,446 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities and shareholders’ equity | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 18,312,000 | 18,586,000 |
Common stock, shares outstanding (in shares) | 18,311,000 | 18,583,000 |
Treasury stock, common shares held (in shares) | 1,000 | 3,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues and other income: | ||
Sale of real estate and water assets | $ 28,226 | $ 9,029 |
Other income, net | 994 | 583 |
Total revenues and other income | 29,220 | 9,612 |
Cost of sales and expenses: | ||
Cost of water assets and real estate sold | 6,051 | 1,923 |
General, administrative, and other | 8,174 | 6,730 |
Depreciation and amortization | 195 | 291 |
Total costs and expenses | 14,420 | 8,944 |
Income from continuing operations before income taxes | 14,800 | 668 |
Benefit for federal and state income taxes | 18,110 | 9,333 |
Net income attributable to Vidler Water Resources, Inc. | 32,910 | 10,001 |
Other comprehensive income: | ||
Net income | 32,910 | 10,001 |
Other comprehensive income, net of tax: | ||
Unrealized income on securities, net of deferred income tax and reclassification adjustments | 0 | 0 |
Total other comprehensive income, net of tax | 0 | 0 |
Comprehensive income attributable to Vidler Water Resources, Inc. | $ 32,910 | $ 10,001 |
Net income per common share – basic and diluted: | ||
Income from continuing operations - basic (in dollars per share) | $ 1.80 | $ 0.52 |
Income from continuing operations - diluted (in dollars per share) | $ 1.80 | $ 0.52 |
Weighted average shares outstanding - basic (in shares) | 18,282 | 19,132 |
Weighted average shares outstanding - diluted (in shares) | 18,282 | 19,132 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock, at Cost |
Beginning balance (in shares) at Dec. 31, 2019 | 20,067 | ||||
Beginning balance, treasury shares (in shares) at Dec. 31, 2019 | 284 | ||||
Beginning balance at Dec. 31, 2019 | $ 178,255 | $ 20 | $ 345,234 | $ (164,010) | $ (2,989) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 540 | 540 | |||
Purchases of treasury stock (in shares) | 1,200 | ||||
Purchases of treasury stock | (10,380) | $ (10,380) | |||
Retirement of treasury stock (in shares) | (1,481) | (1,481) | |||
Retirement of treasury stock | 0 | $ (1) | (13,338) | $ 13,339 | |
Distribution to noncontrolling interest | (146) | (146) | |||
Net income | $ 10,001 | 10,001 | |||
Ending balance (in shares) at Dec. 31, 2020 | 18,586 | 18,586 | |||
Ending balance, treasury shares (in shares) at Dec. 31, 2020 | 3 | 3 | |||
Ending balance at Dec. 31, 2020 | $ 178,270 | $ 19 | 332,290 | (154,009) | $ (30) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 108 | 108 | |||
Exercise of restricted stock units (in shares) | 1 | ||||
Withholding taxes paid on issued restricted stock units | (6) | (6) | |||
Purchases of treasury stock (in shares) | 273 | ||||
Purchases of treasury stock | (2,594) | $ (2,594) | |||
Retirement of treasury stock (in shares) | (275) | (275) | |||
Retirement of treasury stock | 0 | $ (1) | (2,609) | $ 2,610 | |
Distribution to noncontrolling interest | (92) | (92) | |||
Net income | $ 32,910 | 32,910 | |||
Ending balance (in shares) at Dec. 31, 2021 | 18,312 | 18,312 | |||
Ending balance, treasury shares (in shares) at Dec. 31, 2021 | 1 | 1 | |||
Ending balance at Dec. 31, 2021 | $ 208,596 | $ 18 | $ 329,691 | $ (121,099) | $ (14) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net income | $ 32,910 | $ 10,001 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for deferred income taxes | (18,165) | (9,340) |
Depreciation and amortization expense | 38 | 48 |
Stock-based compensation expense | 108 | 540 |
Gain on sale of property, plant and equipment | (30) | (14) |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | ||
Notes and other receivables | (343) | 39 |
Real estate, water, and intangible assets | 5,361 | 1,923 |
Income taxes | 27 | 7 |
Other assets | (362) | (753) |
Accounts payable and accrued expenses | 1,918 | (666) |
Net cash provided by operating activities | 21,462 | 1,785 |
Investing activities: | ||
Proceeds from the sale of property, plant and equipment | 31 | 26 |
Purchases of property, plant and equipment | (8) | (66) |
Net cash provided by (used in) investing activities | 23 | (40) |
Financing activities: | ||
Payment of withholding taxes on exercise of restricted stock units | (6) | 0 |
Purchases of treasury stock | (2,594) | (10,380) |
Other financing activities, net | (92) | (146) |
Net cash used in financing activities | (2,692) | (10,526) |
Net increase (decrease) in cash and cash equivalents | 18,793 | (8,781) |
Cash and cash equivalents, beginning of year | 9,388 | 18,169 |
Cash and cash equivalents, end of year | 28,181 | 9,388 |
Cash paid during the year for: | ||
Payment of federal and state income taxes | $ 28 | $ 0 |
NATURE OF OPERATIONS AND SIGNIF
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Organization and Operations: Vidler Water Resources, Inc., together with its subsidiaries (collectively, “Vidler” or the “Company”), is a holding company. As of December 31, 2021, the Company has presented its consolidated financial statements and the accompanying notes to the consolidated financial statements using the guidelines prescribed for real estate companies, as the majority of the Company’s assets and operations are primarily engaged in real estate and related activities. The Company’s most significant operating subsidiary as of December 31, 2021 was Vidler Water Company, Inc. (“Vidler Water”), a Nevada corporation. Vidler owns water resources and water storage in the southwestern United States, with assets and operations in Nevada, Arizona, Colorado, and New Mexico. Currently, Vidler is primarily focused on selling its existing water rights and storage credits. Smaller Reporting Company: The Company qualifies as a Smaller Reporting Company (“SRC”) under the Securities and Exchange Commission (“SEC”) definition and therefore certain disclosures that are no longer required have been removed in accordance with the SEC’s disclosure requirements for SRCs. Principles of Consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned, majority-owned and controlled subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates in Preparation of Financial Statements: The preparation of 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 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 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 assets and liabilities were appropriate as of December 31, 2021 and December 31, 2020, it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. Tangible Water Assets and Real Estate: Tangible water assets and real estate include the cost of certain tangible water assets, water storage credits and related storage facilities, real estate, including raw land and improvements. The Company capitalizes pre-acquisition costs, the purchase price of real estate, development costs and other allocated costs, including any interest, during development and construction. Pre-acquisition costs, including non-refundable land deposits, are expensed to cost of sales when the Company determines continuation of the related project is not probable. Additional costs to develop or otherwise get tangible water and real estate assets ready for their intended use are capitalized. These costs typically include direct construction costs, legal fees, engineering, consulting, direct cost of drilling wells or related construction, and any interest costs capitalized on qualifying assets during the development period. The Company expenses all maintenance and repair costs. The types of costs capitalized are consistent across periods presented. Tangible water assets consist of various water interests in development or awaiting permitting. Amortization of real estate improvements is computed on the straight-line method over the estimated useful lives of the improvements ranging from 5 to 15 years. Intangible Water Assets: Intangible water assets include the costs of indefinite-lived intangible assets and is comprised of water rights and the exclusive right to use two water transportation pipelines. The Company capitalizes development and entitlement costs and other allocated costs, including any interest, during the development period of the assets to tangible water assets and transfers the costs to intangible water assets when water rights are permitted. Water rights consist of various water interests acquired or developed independently or in conjunction with the acquisition of real estate. When the Company purchases intangible water assets that are attached to real estate, an allocation of the total purchase price, including any direct costs of the acquisition, is made at the date of acquisition based on the estimated relative fair values of the water rights and the real estate. Intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset may be impaired, by comparing the fair value of the assets to their carrying amounts. The fair value of the intangible assets is calculated using discounted cash flow models that incorporate a wide range of assumptions including current asset pricing, price escalation, discount rates, absorption rates, timing of sales, and costs. These models are sensitive to minor changes in any of the input variables. Impairment of Long-Lived Assets: The Company records an impairment loss when the condition exists where the carrying amount of a long-lived asset or asset group is not recoverable. Impairment of long-lived assets is triggered when the estimated future undiscounted cash flows, excluding interest charges, for the lowest level for which there is identifiable cash flows that are independent of the cash flows of other groups of assets do not exceed the carrying amount. The Company prepares and analyzes cash flows at appropriate levels of grouped assets. If the events or circumstances indicate that the remaining balance may be impaired, such impairment will be measured based upon the difference between the carrying amount and the fair value of such assets determined using the estimated future discounted cash flows, excluding interest charges, generated from the use and ultimate disposition of the respective long-lived asset. Noncontrolling Interests: The Company reports the share of the results of operations that are attributable to other owners of its consolidated subsidiaries that are less than wholly-owned as noncontrolling interest in the accompanying consolidated financial statements. In the consolidated statement of operations and comprehensive income, the income attributable to the noncontrolling interest is reported separately and the accumulated income or loss attributable to the noncontrolling interest, along with any changes in ownership of the subsidiary, is reported within shareholders’ equity. Cash and Cash Equivalents: Cash and cash equivalents include short-term, highly liquid instruments, purchased with original maturities of three months or less. Other Assets: Other assets include the following significant account balances: Property, Plant and Equipment, Net: Property, plant and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated lives of the assets. Buildings and leasehold improvements are depreciated over the shorter of the useful life or lease term and range from 15 to 30 years, office furniture and fixtures are generally depreciated over seven years, and computer equipment is depreciated over three years. Maintenance and repairs are charged to expense as incurred, while significant improvements are capitalized. Gains or losses on the sale of property, plant and equipment are included in other income. Accounts payable and accrued expenses: Accounts payable and accrued expenses includes trade payables and accrued construction payables. Other Liabilities: Other liabilities primarily includes employee benefits, unearned revenues, option payments and deposits received. Revenue Recognition: Sale of Real Estate and Water Assets: Revenue recognition on the sale of real estate and water assets conforms with accounting literature related to the sale of real estate, and is recognized in full when there is a legally binding sale contract, the profit is determinable (the collectability of the sales price is reasonably assured, or any amount that will not be collectible can be estimated), the earnings process is virtually complete (the Company is not obligated to perform significant activities after the sale to earn the profit, meaning the Company has transferred all risks and rewards to the buyer). If these conditions are not met, the Company records the cash received as deferred revenue until the conditions to recognize full profit are met. Other Income, Net: Included in other income are various transactional results including realized gains and losses from the sale of investments and property, plant and equipment, interest income, sales of oil and gas, and other sources not considered to be the core focus of the existing operating entities within the group. Cost of Sales: Cost of Real Estate and Water Assets: Cost of real estate and water assets sold includes direct costs of the acquisition of the asset less any impairment losses previously recorded against the asset, development costs incurred to get the asset ready for use, and any capitalized interest costs incurred during the development period. General, Administrative, and Other: General, administrative, and other costs include salaries and benefits, stock-based compensation, consulting, audit, tax, legal, insurance, property taxes, rent and utilities, selling costs, and other general operating expenses. Stock-Based Compensation: Stock-based compensation expense is measured at the grant date based on the fair values of the awards, calculated using the closing stock price on the date of grant, and is recognized as expense over the period in which the share-based compensation vests using the straight-line method. When an employee restricted stock unit (“RSU”) vests, the recipient receives a new share of Vidler common stock for each RSU, less the number of shares of common stock equal in value to applicable withholding taxes. When an RSU is forfeited, all previously recognized expense is reversed during the respective forfeiture year and the remaining unamortized expense is canceled. Accounting for Income Taxes: The Company’s provision for income tax expense includes federal and state income taxes currently payable and those deferred because of temporary differences between the income tax and financial reporting bases of the assets and liabilities. The asset and liability method of accounting for income taxes also requires the Company to reflect the effect of a tax rate change on accumulated deferred income taxes in income in the period in which the change is enacted. In assessing the realization of deferred income taxes, management considers whether it is more likely than not that any deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the period in which temporary differences become deductible. If it is more likely than not that some or all of the deferred income tax assets will not be realized a valuation allowance is recorded. At December 31, 2021, the Company concluded that it is more likely than not that some of its deferred tax assets will be realized, and accordingly, the valuation allowance was recorded only against the deferred tax assets that are not more likely than not to be realized. The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized unless it has a greater than a 50% likelihood of being sustained. The Company recognizes any interest and penalties related to uncertain tax positions in income tax expense. Earnings per Share: Basic earnings or loss per share was computed by dividing net earnings by the weighted average number of shares outstanding during the period. Diluted earnings or loss per share was computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company’s performance-based price-contingent stock options (“PBO”), and RSU are considered common stock equivalents for this purpose. The number of additional shares related to these common stock equivalents is calculated using the treasury stock method. For the years ended December 31, 2021 and December 31, 2020 there was no anti-dilution. Recently Issued Accounting Pronouncements: In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance in response to concerns about the structural risks of interbank offered rates, and particularly the risk of cessation of the London Interbank Offered Rate (LIBOR). The cessation of the publication of LIBOR occurred on December 31, 2021. The Company has an operating agreement with Fish Springs Ranch, LLC which entitles Vidler Water to receive interest on certain development costs, construction costs, and accrued interest at a rate of LIBOR plus 450 basis points. The Company is in the process of evaluating the alternatives to the LIBOR rate. |
TANGIBLE WATER ASSETS AND REAL
TANGIBLE WATER ASSETS AND REAL ESTATE, NET | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
TANGIBLE WATER ASSETS AND REAL ESTATE, NET | TANGIBLE WATER ASSETS AND REAL ESTATE, NET The cost assigned to the various components of tangible water and real estate assets were as follows (in thousands): December 31, 2021 2020 Tangible water assets $ 21,667 $ 26,546 Real estate and improvements held and used, net of accumulated amortization of $12,003 at December 31, 2021 and December 31, 2020 9,469 9,469 Other real estate inventories 3,359 3,359 Total tangible water and real estate assets, net $ 34,495 $ 39,374 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The Company’s carrying amounts of its intangible assets were as follows (in thousands): December 31, 2021 2020 Pipeline rights, water rights, and water credits at Fish Springs Ranch $ 80,860 $ 81,574 Pipeline rights and water rights at Carson-Lyon 26,323 25,643 Other 12,780 13,228 Total intangible assets $ 119,963 $ 120,445 Fish Springs Ranch Pipeline Rights, Water Rights, and Water Credits: There are 13,000 acre-feet per-year of permitted water rights at Fish Springs Ranch. The existing permit allows up to 8,000 acre-feet of water per year to be exported to support the development in the Reno, Nevada area. As of December 31, 2021, the Company has sold 372 acre-feet of water credits. Under a settlement agreement signed in 2007, the Pyramid Lake Paiute Tribe (the “Tribe”) agreed to not oppose any permitting activities for the pumping and export of groundwater in excess of 8,000 acre-feet of water per year, and in exchange, Fish Springs Ranch will pay the Tribe 12% of the gross sales price for each acre-foot of additional water that Fish Springs Ranch sells in excess of 8,000 acre-feet per year, up to 13,000 acre-feet per year. The obligation to expense and pay the 12% fee is due only if and when the Company sells water in excess of 8,000 acre-feet, and accordingly, Fish Springs Ranch will record the liability for such amounts as they become due upon the sale of any such excess water. Currently, Fish Springs Ranch does not have regulatory approval to export any water in excess of 8,000 acre-feet per year from Fish Springs Ranch to support further development in northern Reno, and it is uncertain whether such regulatory approval will be granted in the future. Carson-Lyon Pipeline Rights and Water Rights: During the year ended December 31, 2021 an additional 45 acre-feet of municipal and industrial designated groundwater rights were purchased for $690,000. No additional rights were purchased in 2020. Impairment Losses: There were no impairment losses recognized on intangible assets during the years ended December 31, 2021 and 2020. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company has an operating lease for the office located in Carson City, Nevada which include monthly rental payments. The operating lease for the office located in La Jolla, California concluded at the end of May 2020. Leases consisted of the following (in thousands): Leases December 31, 2021 December 31, 2020 Assets Operating lease ROU assets, net (1) $ 240 $ 396 Liabilities Operating lease liabilities $ 240 $ 396 Weighted Average Remaining Lease Term 1.5 years 2.5 years (1) Operating lease ROU assets are recorded net of accumulated amortization of $156,000 and $77,000 as of December 31, 2021 and December 31, 2020 respectively. Supplemental cash flow information related to leases is as follows (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 156 $ 244 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 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 the years ended December 31, 2021 and 2020 for office space was $156,000 and $244,000, respectively. Future minimum payments under all operating leases were as follows (in thousands): Year ended December 31, 2022 $ 159 2023 81 Thereafter — Total $ 240 Except as described in ITEM 1. BUSINESS, (Kane Springs), and in ITEM 7, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES (LEGAL DEVELOPMENTS), neither Vidler, nor our subsidiaries are parties to any potentially material pending legal proceedings. The Company is subject to various litigation matters that arise in the ordinary course of its business. Because litigation is inherently unpredictable and unfavorable resolutions 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 Company’s 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 Company’s consolidated 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 consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATIONAt December 31, 2021, the Company had one stock-based payment arrangement outstanding, the Vidler Water Resources, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan provides for the issuance of up to 3.3 million shares of common stock in the form of performance-based price-contingent stock options (“PBO”), restricted stock unit (“RSU”), stock-settled stock appreciation rights (“SAR”), non-statutory stock options, restricted stock awards (“RSA”), performance shares, performance units, deferred compensation awards, and other stock-based awards to employees, directors, and consultants of the Company (or any present or future parent or subsidiary corporation or other affiliated entity of the Company). The 2014 Plan allows for broker assisted cashless exercises and net-settlement of income taxes and employee withholding taxes. Upon exercise of a PBO, RSU, or SAR, the employee will receive newly issued shares of Vidler common stock with a fair value equal to the in-the-money value of the award, less applicable federal, state and local withholding and income taxes (however, the holder can elect to pay withholding taxes in cash). The Company recorded total stock-based compensation expense of $108,000 and $540,000 during the years ended December 31, 2021 and 2020, respectively. The amounts recorded in 2021 and 2020 reflect the actual grant of RSU for bonus accruals made in 2020 and 2019 for 2020 and 2019 performance, respectively. Performance-Based Options (PBO): At various times, the Company has awarded PBO to various members of management. All of the PBO issued contain a market condition based on the achievement of a stock price target during the contractual term and vest monthly over a three-year period. The vested portion of the options may be exercised only if the 30-trading-day average closing sales price of the Company’s common stock equals or exceeds 125% of the grant date stock price. The stock price contingency may be met any time before the options expire and it only needs to be met once for the PBO to remain exercisable for the remainder of the term. Compensation expense is amortized on a straight-line basis over the requisite service period for the entire award, which is the vesting period of the award. However, any unrecognized compensation expense for unvested awards can be accelerated if the vesting period is modified. The estimated fair value of the Company’s PBO was determined using a Monte Carlo model, which incorporated the following assumptions: 2014 Grant date 11/14/2014 Expiration date 11/14/2024 Grant date stock price $ 19.51 Historical volatility 35.00 % Risk-free rate (annualized) 2.38 % Dividend yield (annualized) — % PBO granted 167,619 Weighted average grant date fair value $ 6.51 Fair value of award on grant date $ 1,475,705 The determination of the fair value of PBO using an option valuation model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. The volatility is calculated through an analysis based on historical daily returns of Vidler’s stock over a look-back period equal to the PBO contractual term. The risk-free interest rate assumption is based upon a risk-neutral framework using the 10-year zero-coupon risk-free interest rates derived from the treasury constant maturities yield curve on the grant date, for the 10-year PBO award. The dividend yield assumption was based on the expectation of no future dividend payouts by the Company. A summary of PBO activity was as follows: Performance-Based Options Weighted-Average Exercise Price Per Share Outstanding at December 31, 2019 167,619 $ 14.51 Granted — Forfeited — Outstanding at December 31,2020 167,619 $ 14.51 Granted — Forfeited — Outstanding at December 31, 2021 167,619 $ 14.51 At December 31, 2021, 167,619 PBO outstanding are exercisable for up to 10 years from the grant date. Performance-Based Options Weighted-Average Exercise Price Per Share Weighted-Average Contractual Term Remaining (Years) Aggregate Intrinsic Value Vested at December 31, 2019 167,619 $ 14.51 4.9 $ — Vested — Forfeited — Vested at December 31, 2020 167,619 $ 14.51 3.9 $ — Vested — Forfeited — Vested at December 31, 2021 167,619 $ 14.51 2.9 $ — For the years ended December 31, 2021 and 2020, there were no PBO exercisable as the market condition had not been met. There was no unrecognized compensation cost related to unvested PBO at December 31, 2021 and 2020. Restricted Stock Units (RSU): RSU awards the recipient, who must be continuously employed by the Company until the vesting date, unless the employment contracts stipulate otherwise, the right to receive one share of the Company’s common stock. RSU issued to management do not vote and are not entitled to receive dividends, however the RSU issued to the Company’s directors are entitled to dividends. A summary of RSU activity was as follows: RSU Shares Weighted-Average Grant Date Fair Value Per Share Outstanding and unvested at December 31, 2019 — $ — Granted 58,938 $ 9.17 Vested (58,938) $ 9.17 Forfeited — $ — Outstanding and unvested at December 31, 2020 — $ — Granted 11,975 $ 9.02 Vested (11,975) $ 9.02 Forfeited — $ — Outstanding and unvested at December 31, 2021 — $ — |
FEDERAL AND STATE CURRENT AND D
FEDERAL AND STATE CURRENT AND DEFERRED INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
FEDERAL AND STATE CURRENT AND DEFERRED INCOME TAX | FEDERAL AND STATE CURRENT AND DEFERRED INCOME TAX The Company and its subsidiaries file a consolidated federal income tax return. Companies that are less than 80% owned corporations, or entities that are treated as partnerships for federal income tax purposes, file separate federal income tax returns. All of the Company’s pre-tax book income from continuing operations in each of the two years ended December 31, 2021 and 2020 was generated in the U.S. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s income tax (provision) benefit for federal and state income taxes consisted of the following (in thousands): Year Ended December 31, 2021 2020 Current tax (provision) benefit $ (55) $ (7) Deferred tax benefit 18,165 9,340 Total income tax benefit $ 18,110 $ 9,333 The difference between income taxes provided at the Company’s federal statutory rate and effective tax rate was as follows (in thousands): Year Ended December 31, 2021 2020 Federal income tax (provision) benefit at statutory rate $ (3,108) $ (147) Change in valuation allowance 21,718 10,275 State taxes, net of federal benefit (338) 373 Expired credits (1,505) Deferred Tax true ups 66 362 Other (228) (25) Total income tax benefit $ 18,110 $ 9,333 The significant components of deferred income tax assets and liabilities were as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating losses, capital losses, and tax credit carryforwards $ 54,449 $ 57,901 Impairment loss on water assets 9,155 9,864 Employee benefits, including stock-based compensation 1,098 556 Excess tax basis in affiliate 459 475 Fixed assets 674 700 Other, net 441 450 Total deferred tax assets 66,276 69,946 Deferred tax liabilities: Revaluation of real estate and water assets 2,005 2,072 Other, net 399 449 Total deferred tax liabilities 2,404 2,521 Valuation allowance (36,367) (58,085) Net deferred income tax asset $ 27,505 $ 9,340 Deferred tax assets and liabilities and federal income tax expense in future years can be significantly affected by changes in circumstances that would influence management’s conclusions as to the ultimate realization of deferred tax assets. Valuation allowances are established and maintained for deferred tax assets on a “more likely than not” threshold. At December 31, 2011, the Company considered it more likely than not that the deferred tax assets would not be realized and a full valuation allowance was provided. At December 31, 2020, after evaluating the evidence, including positive objective evidence in the form of three years of cumulative historical pre-tax book income, management concluded that there was sufficient positive evidence to enable the Company to conclude that it was “more likely than not” that certain of these deferred tax assets would be realized, and the Company released a portion of the valuation allowance which resulted in the recognition of certain deferred tax assets with a corresponding decrease to income tax expense of $9.3 million for the year ended December 31, 2020. At December 31, 2021 an additional $21.7 million of valuation allowance was released. The Company had net operating loss carryforwards, federal tax credit carryforwards, and state capital loss carryforwards as of December 31, 2021, that will expire if not utilized. The following table summarizes such carryforwards and their expiration as follows (in thousands): Federal Net Operating Losses Federal Tax Credits State Net Operating Losses State and Federal Capital Losses Expire 2022 $ — $ 177 $ — $ 82,807 Expire 2023 through 2027 — 445 — 1,435 Expire 2028 through 2032 34,745 3,459 34,097 — Expire 2033 through 2038 98,705 1,104 91,842 — Indefinite Expiry 6,256 — — — Total $ 139,706 $ 5,185 $ 125,939 $ 84,242 Utilization of the Company's U.S. federal and certain state net operating loss and tax credit carryovers may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss carryforwards before utilization. As of December 31, 2021, the Company believes that utilization of its federal net operating losses and federal tax credits are not limited under any ownership change limitations provided under the Internal Revenue Code. The tax benefit preservation plan readopted by the Company in 2020 provides protections to preserve the Company’s ability to utilize its net operating loss carryforwards as a result of certain stock ownership changes in the future. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS Executive Bonus Plan: On August 2, 2018, the Company adopted an Amended and Restated Executive Bonus Plan (the “Amended Bonus Plan”) to provide for the payment of bonuses to Ms. Timian-Palmer and Mr. Webb (collectively, the “Plan Participants”). The Amended Bonus Plan, which has a term of five years from January 1, 2018 through December 31, 2022, amends, restates and supersedes the Company’s Executive Bonus Plan adopted on December 14, 2016 (the “Prior Bonus Plan”). Pursuant to the terms of the Amended Bonus Plan, a pool of funds will be created for distribution on a yearly basis (the “Bonus Pool”). The first step in calculating the Bonus Pool is to calculate the total revenues and other income of the Company during the year (other than any revenues or other income attributed to the Company’s investments in Synthonics, Inc. and Mindjet Inc. and the Company’s deferred compensation plans (the “Excluded Assets”)) minus (a) the gross invested capital for each asset of the Company (other than an Excluded Asset) that was sold or otherwise disposed of during such year, defined as the book value of such asset as of the date of the sale (or other disposition) of such asset, as determined in accordance with U.S. GAAP and reflected in the Company’s financial records as of such date, plus any impairment or depreciation charges taken by the Company with respect to such asset on or prior to such date; (b) an amount equal to the aggregate of the gross invested capital for each relevant asset as determined pursuant to the immediately preceding clause (a), multiplied by the amount of years (including any partial year) elapsed between January 1, 2018 and the date of the sale or other disposal of such asset, multiplied by 5%; and (c) administrative expenses specified in the Amended Bonus Plan (such resulting amount, the “Total Net Gain”). For assets sold (or otherwise disposed of) entirely or partially for non-cash consideration by the Company, the calculation of Total Net Gain with respect to the non-cash consideration will instead be made in the year in which the non-cash consideration is ultimately sold (or otherwise disposed of) for cash by the Company. The second step in calculating the Bonus Pool is to multiply the Total Net Gain by the “Adjustment Factor”, which is the greater of (i) a fraction, the numerator of which is the total amount of cash distributed (or committed to be distributed) to the Company’s shareholders with respect to all such assets sold (or otherwise disposed of) during the year, and the denominator of which is the total amount of cash received (after payment of all selling costs, including bankers’ fees and commissions) for which all such assets were sold (or otherwise disposed of) during the year, or (ii) such percentage (not to exceed 100%) as the Compensation Committee of the Board of Directors (the “Compensation Committee”) determines in its sole discretion to utilize as the Adjustment Factor. The amount that results from multiplying the Total Net Gain by the Adjustment Factor is the “Adjusted Net Gain.” The final step in calculating the Bonus Pool is to multiply the Adjusted Net Gain by 8.75%, which results in the actual Bonus Pool. The Bonus Pool will be allocated 55% to Ms. Timian-Palmer and 45% to Mr. Webb. Each Plan Participant will be entitled to his or her allocated portion of the Bonus Pool for the year if he or she is employed by the Company on the last day of the year. Any bonus paid pursuant to the Amended Bonus Plan will be paid 50% in the form of cash and 50% in the form of a RSU award, except that if a Plan Participant incurs a separation from service prior to the date that such RSU awards are scheduled to be granted, such bonus will be paid entirely in the form of cash. Such RSU awards shall be granted pursuant to the terms of the 2014 Plan, will be fully vested on the date of grant, and the number of RSUs subject to such award will be equal to (x) the dollar value of 50% of the total amount of such bonus, divided by (y) the average of the daily volume weighted average prices (the “VWAP”) of the Company’s common stock for all of the trading days during the 30 calendar day period ending on (and including) the last trading day immediately prior to the grant date of such award, rounded down to the nearest whole share. The issuance of any shares pursuant to such RSU awards will occur on the earlier of (i) the third anniversary of the date of grant of such RSU award, (ii) a Plan Participant’s separation from service or (iii) a change of control. In the event that any Plan Participant’s employment with the Company is terminated in certain circumstances as provided in a written agreement between the Company and such Plan Participant, as applicable, the terminated individual will be entitled to payment of an amount under the Amended Bonus Plan for a portion of the year in which such termination occurs. In order to calculate such amount, the Compensation Committee will first determine the Total Net Gain for the portion of the year prior to such individual’s termination (which Total Net Gain will be determined in the same manner as described above based on the actual revenues or other income of the Company (including sales or other dispositions of assets) during such partial year period; provided, however, that the amount of administrative expenses for such portion of the year will be prorated based on the Compensation Committee’s estimate of the total amount of administrative expenses for such year) (such amount, the “Pro Rata Net Gain”). Second, the Pro Rata Net Gain is multiplied by an adjustment factor which is the greater of (i) a fraction, the numerator of which is the amount of cash distributed (or committed to be distributed) to the Company’s shareholders in connection with the Company’s sale (or other disposition) of assets during such portion of the year, and the denominator of which is the total amount of cash received for which all assets were sold (or otherwise disposed of) during such portion of the year, or (ii) such percentage (not to exceed 100%) as the Compensation Committee determines in its sole discretion to utilize as the Adjustment Factor. The resulting amount is multiplied by 8.75% to arrive at the “Termination Bonus Pool.” In the event that any Plan Participant is entitled to payment of an amount under the Amended Bonus Plan for the portion of the year in which such individual’s termination occurs, such amount will be paid in the form of cash and will be equal to a percentage of the Termination Bonus Pool corresponding to such individual’s allocated percentage of the Bonus Pool. Under the terms of the Amended Bonus Plan the Company accrued $1.2 million for the year ended December 31, 2021 and $20,500 for the year ended December 31, 2020. |
NATURE OF OPERATIONS AND SIGN_2
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned, majority-owned and controlled subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements: The preparation of 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 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 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 assets and liabilities were appropriate as of December 31, 2021 and December 31, 2020, it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. |
Tangible Water Assets and Real Estate | Tangible Water Assets and Real Estate: Tangible water assets and real estate include the cost of certain tangible water assets, water storage credits and related storage facilities, real estate, including raw land and improvements. The Company capitalizes pre-acquisition costs, the purchase price of real estate, development costs and other allocated costs, including any interest, during development and construction. Pre-acquisition costs, including non-refundable land deposits, are expensed to cost of sales when the Company determines continuation of the related project is not probable. Additional costs to develop or otherwise get tangible water and real estate assets ready for their intended use are capitalized. These costs typically include direct construction costs, legal fees, engineering, consulting, direct cost of drilling wells or related construction, and any interest costs capitalized on qualifying assets during the development period. The Company expenses all maintenance and repair costs. The types of costs capitalized are consistent across periods presented. Tangible water assets consist of various water interests in development or awaiting permitting. Amortization of real estate improvements is computed on the straight-line method over the estimated useful lives of the improvements ranging from 5 to 15 years. |
Intangible Water Assets | Intangible Water Assets: Intangible water assets include the costs of indefinite-lived intangible assets and is comprised of water rights and the exclusive right to use two water transportation pipelines. The Company capitalizes development and entitlement costs and other allocated costs, including any interest, during the development period of the assets to tangible water assets and transfers the costs to intangible water assets when water rights are permitted. Water rights consist of various water interests acquired or developed independently or in conjunction with the acquisition of real estate. When the Company purchases intangible water assets that are attached to real estate, an allocation of the total purchase price, including any direct costs of the acquisition, is made at the date of acquisition based on the estimated relative fair values of the water rights and the real estate. Intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset may be impaired, by comparing the fair value of the assets to their carrying amounts. The fair value of the intangible assets is calculated using discounted cash flow models that incorporate a wide range of assumptions including current asset pricing, price escalation, discount rates, absorption rates, timing of sales, and costs. These models are sensitive to minor changes in any of the input variables. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets: The Company records an impairment loss when the condition exists where the carrying amount of a long-lived asset or asset group is not recoverable. Impairment of long-lived assets is triggered when the estimated future undiscounted cash flows, excluding interest charges, for the lowest level for which there is identifiable cash flows that are independent of the cash flows of other groups of assets do not exceed the carrying amount. The Company prepares and analyzes cash flows at appropriate levels of grouped assets. If the events or circumstances indicate that the remaining balance may be impaired, such impairment will be measured based upon the difference between the carrying amount and the fair value of such assets determined using the estimated future discounted cash flows, excluding interest charges, generated from the use and ultimate disposition of the respective long-lived asset. |
Noncontrolling Interests | Noncontrolling Interests: The Company reports the share of the results of operations that are attributable to other owners of its consolidated subsidiaries that are less than wholly-owned as noncontrolling interest in the accompanying consolidated financial statements. In the consolidated statement of operations and comprehensive income, the income attributable to the noncontrolling interest is reported separately and the accumulated income or loss attributable to the noncontrolling interest, along with any changes in ownership of the subsidiary, is reported within shareholders’ equity. |
Cash and Cash Equivalents | Cash and Cash Equivalents: Cash and cash equivalents include short-term, highly liquid instruments, purchased with original maturities of three months or less. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net: Property, plant and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated lives of the assets. Buildings and leasehold improvements are depreciated over the shorter of the useful life or lease term and range from 15 to 30 years, office furniture and fixtures are generally depreciated over seven years, and computer equipment is depreciated over three years. Maintenance and repairs are charged to expense as incurred, while significant improvements are capitalized. Gains or losses on the sale of property, plant and equipment are included in other income. |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses: Accounts payable and accrued expenses includes trade payables and accrued construction payables. |
Other Liabilities | Other Liabilities: Other liabilities primarily includes employee benefits, unearned revenues, option payments and deposits received. |
Revenue Recognition | Revenue Recognition: Sale of Real Estate and Water Assets: Revenue recognition on the sale of real estate and water assets conforms with accounting literature related to the sale of real estate, and is recognized in full when there is a legally binding sale contract, the profit is determinable (the collectability of the sales price is reasonably assured, or any amount that will not be collectible can be estimated), the earnings process is virtually complete (the Company is not obligated to perform significant activities after the sale to earn the profit, meaning the Company has transferred all risks and rewards to the buyer). If these conditions are not met, the Company records the cash received as deferred revenue until the conditions to recognize full profit are met. |
Other Income, Net | Other Income, Net: Included in other income are various transactional results including realized gains and losses from the sale of investments and property, plant and equipment, interest income, sales of oil and gas, and other sources not considered to be the core focus of the existing operating entities within the group. |
Cost of Sales | Cost of Sales: Cost of Real Estate and Water Assets: Cost of real estate and water assets sold includes direct costs of the acquisition of the asset less any impairment losses previously recorded against the asset, development costs incurred to get the asset ready for use, and any capitalized interest costs incurred during the development period. |
General, Administrative, and Other | General, Administrative, and Other: General, administrative, and other costs include salaries and benefits, stock-based compensation, consulting, audit, tax, legal, insurance, property taxes, rent and utilities, selling costs, and other general operating expenses. |
Stock-Based Compensation | Stock-Based Compensation: Stock-based compensation expense is measured at the grant date based on the fair values of the awards, calculated using the closing stock price on the date of grant, and is recognized as expense over the period in which the share-based compensation vests using the straight-line method. When an employee restricted stock unit (“RSU”) vests, the recipient receives a new share of Vidler common stock for each RSU, less the number of shares of common stock equal in value to applicable withholding taxes. When an RSU is forfeited, all previously recognized expense is reversed during the respective forfeiture year and the remaining unamortized expense is canceled. |
Accounting for Income Taxes | Accounting for Income Taxes: The Company’s provision for income tax expense includes federal and state income taxes currently payable and those deferred because of temporary differences between the income tax and financial reporting bases of the assets and liabilities. The asset and liability method of accounting for income taxes also requires the Company to reflect the effect of a tax rate change on accumulated deferred income taxes in income in the period in which the change is enacted. In assessing the realization of deferred income taxes, management considers whether it is more likely than not that any deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the period in which temporary differences become deductible. If it is more likely than not that some or all of the deferred income tax assets will not be realized a valuation allowance is recorded. At December 31, 2021, the Company concluded that it is more likely than not that some of its deferred tax assets will be realized, and accordingly, the valuation allowance was recorded only against the deferred tax assets that are not more likely than not to be realized. The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized unless it has a greater than a 50% likelihood of being sustained. The Company recognizes any interest and penalties related to uncertain tax positions in income tax expense. |
Earnings per Share | Earnings per Share: Basic earnings or loss per share was computed by dividing net earnings by the weighted average number of shares outstanding during the period. Diluted earnings or loss per share was computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company’s performance-based price-contingent stock options (“PBO”), and RSU are considered common stock equivalents for this purpose. The number of additional shares related to these common stock equivalents is calculated using the treasury stock method. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance in response to concerns about the structural risks of interbank offered rates, and particularly the risk of cessation of the London Interbank Offered Rate (LIBOR). The cessation of the publication of LIBOR occurred on December 31, 2021. The Company has an operating agreement with Fish Springs Ranch, LLC which entitles Vidler Water to receive interest on certain development costs, construction costs, and accrued interest at a rate of LIBOR plus 450 basis points. The Company is in the process of evaluating the alternatives to the LIBOR rate. |
TANGIBLE WATER ASSETS AND REA_2
TANGIBLE WATER ASSETS AND REAL ESTATE, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
Costs Assigned to Various Components of Tangible Water Assets and Real Estate, Net | The cost assigned to the various components of tangible water and real estate assets were as follows (in thousands): December 31, 2021 2020 Tangible water assets $ 21,667 $ 26,546 Real estate and improvements held and used, net of accumulated amortization of $12,003 at December 31, 2021 and December 31, 2020 9,469 9,469 Other real estate inventories 3,359 3,359 Total tangible water and real estate assets, net $ 34,495 $ 39,374 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying amounts of intangible assets | The Company’s carrying amounts of its intangible assets were as follows (in thousands): December 31, 2021 2020 Pipeline rights, water rights, and water credits at Fish Springs Ranch $ 80,860 $ 81,574 Pipeline rights and water rights at Carson-Lyon 26,323 25,643 Other 12,780 13,228 Total intangible assets $ 119,963 $ 120,445 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases Recorded on the Balance Sheet | Leases consisted of the following (in thousands): Leases December 31, 2021 December 31, 2020 Assets Operating lease ROU assets, net (1) $ 240 $ 396 Liabilities Operating lease liabilities $ 240 $ 396 Weighted Average Remaining Lease Term 1.5 years 2.5 years |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 156 $ 244 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum payments under all operating leases | Future minimum payments under all operating leases were as follows (in thousands): Year ended December 31, 2022 $ 159 2023 81 Thereafter — Total $ 240 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Assumptions incorporated in determination of the estimated fair value of the PBO | The estimated fair value of the Company’s PBO was determined using a Monte Carlo model, which incorporated the following assumptions: 2014 Grant date 11/14/2014 Expiration date 11/14/2024 Grant date stock price $ 19.51 Historical volatility 35.00 % Risk-free rate (annualized) 2.38 % Dividend yield (annualized) — % PBO granted 167,619 Weighted average grant date fair value $ 6.51 Fair value of award on grant date $ 1,475,705 |
Summary of PBO activity | A summary of PBO activity was as follows: Performance-Based Options Weighted-Average Exercise Price Per Share Outstanding at December 31, 2019 167,619 $ 14.51 Granted — Forfeited — Outstanding at December 31,2020 167,619 $ 14.51 Granted — Forfeited — Outstanding at December 31, 2021 167,619 $ 14.51 Performance-Based Options Weighted-Average Exercise Price Per Share Weighted-Average Contractual Term Remaining (Years) Aggregate Intrinsic Value Vested at December 31, 2019 167,619 $ 14.51 4.9 $ — Vested — Forfeited — Vested at December 31, 2020 167,619 $ 14.51 3.9 $ — Vested — Forfeited — Vested at December 31, 2021 167,619 $ 14.51 2.9 $ — |
Summary of RSU activity | A summary of RSU activity was as follows: RSU Shares Weighted-Average Grant Date Fair Value Per Share Outstanding and unvested at December 31, 2019 — $ — Granted 58,938 $ 9.17 Vested (58,938) $ 9.17 Forfeited — $ — Outstanding and unvested at December 31, 2020 — $ — Granted 11,975 $ 9.02 Vested (11,975) $ 9.02 Forfeited — $ — Outstanding and unvested at December 31, 2021 — $ — |
FEDERAL AND STATE CURRENT AND_2
FEDERAL AND STATE CURRENT AND DEFERRED INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income tax benefit for federal and state income taxes | The Company’s income tax (provision) benefit for federal and state income taxes consisted of the following (in thousands): Year Ended December 31, 2021 2020 Current tax (provision) benefit $ (55) $ (7) Deferred tax benefit 18,165 9,340 Total income tax benefit $ 18,110 $ 9,333 |
Difference between income taxes at the federal statutory rate and effective tax rate | The difference between income taxes provided at the Company’s federal statutory rate and effective tax rate was as follows (in thousands): Year Ended December 31, 2021 2020 Federal income tax (provision) benefit at statutory rate $ (3,108) $ (147) Change in valuation allowance 21,718 10,275 State taxes, net of federal benefit (338) 373 Expired credits (1,505) Deferred Tax true ups 66 362 Other (228) (25) Total income tax benefit $ 18,110 $ 9,333 |
Components of deferred tax assets and liabilities | The significant components of deferred income tax assets and liabilities were as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating losses, capital losses, and tax credit carryforwards $ 54,449 $ 57,901 Impairment loss on water assets 9,155 9,864 Employee benefits, including stock-based compensation 1,098 556 Excess tax basis in affiliate 459 475 Fixed assets 674 700 Other, net 441 450 Total deferred tax assets 66,276 69,946 Deferred tax liabilities: Revaluation of real estate and water assets 2,005 2,072 Other, net 399 449 Total deferred tax liabilities 2,404 2,521 Valuation allowance (36,367) (58,085) Net deferred income tax asset $ 27,505 $ 9,340 |
Operating loss, federal tax credit, and state capital loss carryforwards | The following table summarizes such carryforwards and their expiration as follows (in thousands): Federal Net Operating Losses Federal Tax Credits State Net Operating Losses State and Federal Capital Losses Expire 2022 $ — $ 177 $ — $ 82,807 Expire 2023 through 2027 — 445 — 1,435 Expire 2028 through 2032 34,745 3,459 34,097 — Expire 2033 through 2038 98,705 1,104 91,842 — Indefinite Expiry 6,256 — — — Total $ 139,706 $ 5,185 $ 125,939 $ 84,242 |
NATURE OF OPERATIONS AND SIGN_3
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2021pipeline | |
Subsidiary or Equity Method Investee [Line Items] | |
Number of water pipelines | 2 |
Operating Agreement | LIBOR | |
Subsidiary or Equity Method Investee [Line Items] | |
Basis spread on variable rate | 4.50% |
Land Improvements | Minimum | |
Subsidiary or Equity Method Investee [Line Items] | |
Estimated useful life | 5 years |
Buildings and Leasehold Improvements | Minimum | |
Subsidiary or Equity Method Investee [Line Items] | |
Estimated useful life | 15 years |
Buildings and Leasehold Improvements | Maximum | |
Subsidiary or Equity Method Investee [Line Items] | |
Estimated useful life | 30 years |
Furniture and Fixtures | |
Subsidiary or Equity Method Investee [Line Items] | |
Estimated useful life | 7 years |
Computer Equipment | |
Subsidiary or Equity Method Investee [Line Items] | |
Estimated useful life | 3 years |
TANGIBLE WATER ASSETS AND REA_3
TANGIBLE WATER ASSETS AND REAL ESTATE, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Real Estate [Abstract] | ||
Tangible water assets | $ 21,667 | $ 26,546 |
Real estate and improvements held and used, net of accumulated amortization of $12,003 at December 31, 2021 and December 31, 2020 | 9,469 | 9,469 |
Other real estate inventories | 3,359 | 3,359 |
Total tangible water and real estate assets, net | 34,495 | 39,374 |
Accumulated amortization of real estate improvements held and used | $ 12,003 | $ 12,003 |
INTANGIBLE ASSETS - Carrying Am
INTANGIBLE ASSETS - Carrying Amounts of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 119,963 | $ 120,445 |
Pipeline rights, water rights, and water credits at Fish Springs Ranch | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 80,860 | 81,574 |
Pipeline rights and water rights at Carson-Lyon | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 26,323 | 25,643 |
Other | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 12,780 | $ 13,228 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)a | Dec. 31, 2020USD ($)a | Dec. 31, 2019USD ($)a | |
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment loss | $ | $ 0 | $ 0 | |
Water Rights | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Acre-feet of water rights purchased | 0 | 45 | |
Payments to acquire intangible assets | $ | $ 690,000 | ||
Pipeline rights, water rights, and water credits at Fish Springs Ranch | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Water rights, permitted annually (in acre-feet) | 13,000 | ||
Water rights, annual limits specified by settlement (in acre-feet) | 8,000 | ||
Acre-feet of water credits sold (in acre-feet) | 372 | ||
License fee, percentage of gross revenue in excess of limit | 12.00% |
LEASES - Leases Recorded on the
LEASES - Leases Recorded on the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease ROU assets, net | $ 240 | $ 396 |
Liabilities | ||
Operating lease liabilities | $ 240 | $ 396 |
Weighted Average Remaining Lease Term | 1 year 6 months | 2 years 6 months |
Accumulated amortization related to operating lease ROU assets | $ 156 | $ 77 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases | $ 156 | $ 244 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 156 | $ 244 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Payments Under All Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases, Future Minimum Payments Due [Abstract] | |
2022 | $ 159 |
2023 | 81 |
Thereafter | 0 |
Total | $ 240 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 108,000 | $ 540,000 | |
2014 Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of issuable common shares (in shares) | 3,300,000 | ||
2014 Long Term Incentive Plan | Performance-Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards expiration period | 10 years | ||
Outstanding (in shares) | 167,619 | 167,619 | 167,619 |
PBO exercisable (in shares) | 0 | 0 | |
Unrecognized costs related to unvested awards | $ 0 | $ 0 | |
2014 Long Term Incentive Plan | Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 0 | $ 0 | |
2014 Long Term Incentive Plan | Management | Performance-Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Options exercisable threshold trading days | 30 days | ||
Exercisable threshold, percentage of grant date stock price | 125.00% |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions Incorporated in Determination of the Estimated Fair Value of the PBO (Details) - 2014 Long Term Incentive Plan - 2014 10-Year Option | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date | Nov. 14, 2014 |
Expiration date | Nov. 14, 2024 |
Grant date stock price (in dollars per share) | $ 19.51 |
Historical volatility | 35.00% |
Risk-free rate (annualized) | 2.38% |
Dividend yield (annualized) | 0.00% |
PBO granted (in shares) | shares | 167,619 |
Weighted average grant date fair value (in dollars per share) | $ 6.51 |
Fair value of award on grant date | $ | $ 1,475,705 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of PBO Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Performance-Based Options | ||
Forfeited (in shares) | 0 | 0 |
2014 Long Term Incentive Plan | Performance-Based Options | ||
Performance-Based Options | ||
Balance at beginning of period (in shares) | 167,619 | 167,619 |
Granted (in shares) | 0 | 0 |
Forfeited (in shares) | 0 | 0 |
Balance at end of period (in shares) | 167,619 | 167,619 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Balance at beginning of period (in dollars per share) | $ 14.51 | $ 14.51 |
Forfeited (in dollars per share) | ||
Balance at end of period (in dollars per share) | $ 14.51 | $ 14.51 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of PBO Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Performance-Based Options | |||
Vested balance at beginning of period (in shares) | 167,619 | 167,619 | |
Vested (in shares) | 0 | 0 | |
Forfeited (in shares) | 0 | 0 | |
Vested balance at end of period (in shares) | 167,619 | 167,619 | 167,619 |
Weighted-Average Exercise Price Per Share | |||
Vested (in dollars per share) | $ 14.51 | $ 14.51 | $ 14.51 |
Weighted-Average Contractual Term Remaining | |||
Vested | 2 years 10 months 24 days | 3 years 10 months 24 days | 4 years 10 months 24 days |
Aggregate Intrinsic Value | |||
Vested | $ 0 | $ 0 | $ 0 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - 2014 Long Term Incentive Plan - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RSU Shares | ||
Outstanding and unvested balance at beginning of period (in shares) | 0 | 0 |
Granted (in shares) | 11,975 | 58,938 |
Vested (in shares) | (11,975) | (58,938) |
Forfeited (in shares) | 0 | 0 |
Outstanding and unvested balance at end of period (in shares) | 0 | 0 |
Weighted-Average Grant Date Fair Value Per Share | ||
Outstanding and unvested balance at beginning of period (in dollars per share) | $ 0 | $ 0 |
Granted (in dollars per share) | 9.02 | 9.17 |
Vested (in dollars per share) | 9.02 | 9.17 |
Forfeited (in dollars per share) | 0 | 0 |
Outstanding and unvested balance at end of period (in dollars per share) | $ 0 | $ 0 |
FEDERAL AND STATE CURRENT AND_3
FEDERAL AND STATE CURRENT AND DEFERRED INCOME TAX - Income Tax Benefit for Federal and State Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current tax (provision) benefit | $ (55) | $ (7) |
Deferred tax benefit | 18,165 | 9,340 |
Total income tax benefit | $ 18,110 | $ 9,333 |
FEDERAL AND STATE CURRENT AND_4
FEDERAL AND STATE CURRENT AND DEFERRED INCOME TAX - Difference Between Income Taxes at the Federal Statutory Rate and Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax (provision) benefit at statutory rate | $ (3,108) | $ (147) |
Change in valuation allowance | 21,718 | 10,275 |
State taxes, net of federal benefit | (338) | 373 |
Expired credits | (1,505) | |
Deferred Tax true ups | 66 | 362 |
Other | (228) | (25) |
Total income tax benefit | $ 18,110 | $ 9,333 |
FEDERAL AND STATE CURRENT AND_5
FEDERAL AND STATE CURRENT AND DEFERRED INCOME TAX - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses, capital losses, and tax credit carryforwards | $ 54,449 | $ 57,901 |
Impairment loss on water assets | 9,155 | 9,864 |
Employee benefits, including stock-based compensation | 1,098 | 556 |
Excess tax basis in affiliate | 459 | 475 |
Fixed assets | 674 | 700 |
Other, net | 441 | 450 |
Total deferred tax assets | 66,276 | 69,946 |
Deferred tax liabilities: | ||
Revaluation of real estate and water assets | 2,005 | 2,072 |
Other, net | 399 | 449 |
Total deferred tax liabilities | 2,404 | 2,521 |
Valuation allowance | (36,367) | (58,085) |
Net deferred income tax asset | $ 27,505 | $ 9,340 |
FEDERAL AND STATE CURRENT AND_6
FEDERAL AND STATE CURRENT AND DEFERRED INCOME TAX - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Decrease to income tax expense upon release of valuation allowance resulting in deferred tax assets | $ 21.7 | $ 9.3 |
FEDERAL AND STATE CURRENT AND_7
FEDERAL AND STATE CURRENT AND DEFERRED INCOME TAX - Operating Loss, Federal Tax Credit, and State Capital Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2021USD ($) |
State and Federal Capital Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | $ 84,242 |
Federal Net Operating Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 139,706 |
Tax credit carryforwards | 5,185 |
State Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 125,939 |
Expire 2022 | State and Federal Capital Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 82,807 |
Expire 2022 | Federal Net Operating Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 0 |
Tax credit carryforwards | 177 |
Expire 2022 | State Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 0 |
Expire 2023 through 2027 | State and Federal Capital Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 1,435 |
Expire 2023 through 2027 | Federal Net Operating Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 0 |
Tax credit carryforwards | 445 |
Expire 2023 through 2027 | State Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 0 |
Expire 2028 through 2032 | State and Federal Capital Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 0 |
Expire 2028 through 2032 | Federal Net Operating Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 34,745 |
Tax credit carryforwards | 3,459 |
Expire 2028 through 2032 | State Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 34,097 |
Expire 2033 through 2038 | State and Federal Capital Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 0 |
Expire 2033 through 2038 | Federal Net Operating Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 98,705 |
Tax credit carryforwards | 1,104 |
Expire 2033 through 2038 | State Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 91,842 |
Indefinite Expiry | State and Federal Capital Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 0 |
Indefinite Expiry | Federal Net Operating Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | 6,256 |
Tax credit carryforwards | 0 |
Indefinite Expiry | State Losses | |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | $ 0 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - Executive Bonus Plan - USD ($) | Aug. 02, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Bonus plan term | 5 years | ||
Multiplication factor | 5.00% | ||
Adjustment factor | 100.00% | ||
Bonus pool as a percentage of adjusted total net gain from assets sold | 8.75% | ||
Percent of bonus pool to be distributed in cash in following year | 50.00% | ||
Percent of bonus pool to be distributed via RSUs | 50.00% | ||
Percent used for RSU award determination | 50.00% | ||
Compensation earned | $ 1,200,000 | $ 20,500 | |
Ms. Timian-Palmer, CEO | |||
Related Party Transaction [Line Items] | |||
Bonus allocation | 55.00% | ||
Mr. Webb, CFO | |||
Related Party Transaction [Line Items] | |||
Bonus allocation | 45.00% |