Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 05, 2020 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000727273 | |
Entity Registrant Name | CADIZ INC | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 0-12114 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0313235 | |
Entity Address, Address Line One | 550 South Hope Street, Suite 2850 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90071 | |
City Area Code | 213 | |
Local Phone Number | 271-1600 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CDZI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,799,510 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Total revenues | $ 148 | $ 111 | $ 262 | $ 220 |
General and administrative | 3,098 | 3,285 | 7,075 | 6,209 |
Depreciation | 96 | 66 | 175 | 132 |
Total costs and expenses | 3,194 | 3,351 | 7,250 | 6,341 |
Operating loss | (3,046) | (3,240) | (6,988) | (6,121) |
Interest expense, net | (1,674) | (4,303) | (5,246) | (8,537) |
Interest income | 1 | 69 | 23 | 122 |
Loss before income taxes | (4,719) | (7,474) | (24,605) | (14,733) |
Income tax expense | (1) | (2) | (3) | (3) |
Loss from equity-method investments | (73) | 0 | (699) | 0 |
Net loss and comprehensive loss applicable to common stock | $ (4,793) | $ (7,476) | $ (25,307) | $ (14,736) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.14) | $ (0.28) | $ (0.77) | $ (0.57) |
Basic and diluted weighted average shares outstanding (in shares) | 34,798 | 26,479 | 32,955 | 25,906 |
Debt conversion expense | $ 0 | $ (197) | ||
Loss on extinguishment of debt | $ (12,394) | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 5,568 | $ 15,682 |
Accounts receivable | 138 | 49 |
Prepaid expenses and other current assets | 629 | 386 |
Total current assets | 6,335 | 16,117 |
Property, plant, equipment and water programs, net | 52,447 | 49,947 |
Long-term deposit/prepaid expenses | 2,000 | 2,000 |
Equity-method investments | 1,998 | 729 |
Goodwill | 3,813 | 3,813 |
Other assets | 4,339 | 4,118 |
Total assets | 70,932 | 76,724 |
Current liabilities: | ||
Accounts payable | 1,075 | 194 |
Accrued liabilities | 1,026 | 4,536 |
Current portion of long-term debt | 17 | 31 |
Warrant derivative liabilities | 2,037 | 0 |
Other liabilities | 35 | 44 |
Total current liabilities | 4,190 | 4,805 |
Long-term debt, net | 73,739 | 137,565 |
Long-term lease obligations, net | 16,431 | 15,707 |
Deferred revenue | 750 | 750 |
Other long-term liabilities | 2 | 15 |
Total liabilities | 95,112 | 158,842 |
Stockholders’ deficit: | ||
Preferred stock - $.01 par value; 100,000 shares authorized at June 30, 2020 and December 31, 2019; shares issued – 10,000 at June 30, 2020 and 0 at December 31, 2019 | 1 | 0 |
Common stock - $.01 par value; 70,000,000 shares authorized at June 30, 2020 and December 31, 2019; shares issued and outstanding – 34,797,062 at June 30, 2020 and 28,480,567 at December 31, 2019 | 347 | 285 |
Additional paid-in capital | 502,376 | 419,194 |
Accumulated deficit | (526,904) | (501,597) |
Total stockholders’ deficit | (24,180) | (82,118) |
Total liabilities and stockholders’ deficit | $ 70,932 | $ 76,724 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Preferred stock, shares issued (in shares) | 10,000 | 0 |
Preferred stock, shares outstanding (in shares) | 10,000 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 70,000,000 | 70,000,000 |
Common stock, shares issued (in shares) | 34,797,062 | 28,480,567 |
Common stock, shares outstanding (in shares) | 34,797,062 | 28,480,567 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (25,307) | $ (14,736) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 175 | 132 |
Amortization of debt discount and issuance costs | 587 | 2,031 |
Interest expense added to loan principal | 3,331 | 4,978 |
Interest expense added to lease liability | 712 | 622 |
Loss on equity method investments | 699 | 0 |
Loss on debt conversion and extinguishment of debt | 12,394 | 27 |
Debt conversion expense | 0 | 197 |
Compensation charge for stock and share option awards | 1,551 | 245 |
Unrealized loss on warrant derivative liabilities | 51 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (89) | (70) |
Prepaid expenses and other current assets | (243) | (164) |
Other assets | (243) | (243) |
Accounts payable | 879 | 668 |
Accrued liabilities | (1,516) | (559) |
Net cash used in operating activities | (7,019) | (6,872) |
Cash flows from investing activities: | ||
Contributions to equity-method investments | (2,283) | 0 |
Additions to property, plant and equipment and water programs | (4,712) | (818) |
Net cash used in investing activities | (6,995) | (818) |
Cash flows from financing activities: | ||
Net proceeds from issuance of stock | 3,923 | 14,642 |
Principal payments on long-term debt | (23) | (29) |
Net cash provided by financing activities | 3,900 | 14,613 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (10,114) | 6,923 |
Cash, cash equivalents and restricted cash, beginning of period | 15,816 | 12,691 |
Cash, cash equivalents and restricted cash, end of period | $ 5,702 | $ 19,614 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member]Preferred Class A [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital [Member]Preferred Class A [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings [Member]Preferred Class A [Member] | Retained Earnings [Member] | Preferred Stock [Member]Preferred Class A [Member] | Preferred Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Preferred Class A [Member] | Total | |
Balance (in shares) at Dec. 31, 2018 | 24,654,911,000 | ||||||||||||||
Balance (Accounting Standards Update 2017-11 [Member]) at Dec. 31, 2018 | [1] | $ 0 | $ 2,896 | $ (2,031) | $ 865 | ||||||||||
Balance at Dec. 31, 2018 | $ 247 | $ 383,521 | $ (470,008) | $ (86,240) | |||||||||||
Issuance of shares pursuant to bond conversion (in shares) | 485,020,000 | ||||||||||||||
Issuance of shares pursuant to bond conversion | $ 5 | 3,199 | 0 | 3,204 | |||||||||||
Stock-based Compensation expense (in shares) | 17,307,000 | ||||||||||||||
Stock-based Compensation expense | $ 0 | 122 | 0 | 122 | |||||||||||
Issuance of shares (in shares) | 782,814,000 | ||||||||||||||
Issuance of shares | $ 7 | 7,884 | 0 | 7,891 | |||||||||||
Net loss and comprehensive loss | $ 0 | 0 | (7,260) | (7,260) | |||||||||||
Balance (in shares) at Mar. 31, 2019 | 25,940,052,000 | ||||||||||||||
Balance at Mar. 31, 2019 | $ 259 | 397,622 | (479,299) | (81,418) | |||||||||||
Balance (in shares) at Dec. 31, 2018 | 24,654,911,000 | ||||||||||||||
Balance (Accounting Standards Update 2017-11 [Member]) at Dec. 31, 2018 | [1] | $ 0 | $ 2,896 | $ (2,031) | $ 865 | ||||||||||
Balance at Dec. 31, 2018 | $ 247 | 383,521 | (470,008) | (86,240) | |||||||||||
Net loss and comprehensive loss | (14,736) | ||||||||||||||
Balance (in shares) at Jun. 30, 2019 | 26,942,085,000 | ||||||||||||||
Balance at Jun. 30, 2019 | $ 269 | 406,762 | (486,799) | (79,768) | |||||||||||
Balance (in shares) at Mar. 31, 2019 | 25,940,052,000 | ||||||||||||||
Balance at Mar. 31, 2019 | $ 259 | 397,622 | (479,299) | (81,418) | |||||||||||
Issuance of shares pursuant to bond conversion (in shares) | 336,897,000 | ||||||||||||||
Issuance of shares pursuant to bond conversion | $ 3 | 2,248 | 0 | 2,251 | |||||||||||
Stock-based Compensation expense (in shares) | 9,403,000 | ||||||||||||||
Stock-based Compensation expense | $ 0 | 123 | 0 | 123 | |||||||||||
Issuance of shares (in shares) | 655,733,000 | ||||||||||||||
Issuance of shares | $ 7 | 6,745 | 0 | 6,752 | |||||||||||
Net loss and comprehensive loss | 0 | 0 | (7,476) | (7,476) | |||||||||||
Impact of warrant down-round feature | $ 0 | 24 | (24) | 0 | |||||||||||
Balance (in shares) at Jun. 30, 2019 | 26,942,085,000 | ||||||||||||||
Balance at Jun. 30, 2019 | $ 269 | 406,762 | (486,799) | (79,768) | |||||||||||
Balance (in shares) at Dec. 31, 2019 | 28,480,567 | 0 | |||||||||||||
Balance at Dec. 31, 2019 | $ 285 | 419,194 | (501,597) | $ 0 | (82,118) | ||||||||||
Issuance of shares pursuant to bond conversion (in shares) | 5,766,337 | 0 | |||||||||||||
Issuance of shares pursuant to bond conversion | $ 57 | 38,843 | 0 | $ 0 | 38,900 | ||||||||||
Stock-based Compensation expense (in shares) | 116,134 | 0 | |||||||||||||
Stock-based Compensation expense | $ 1 | 1,250 | 0 | $ 0 | 1,251 | ||||||||||
Issuance of shares (in shares) | 0 | 408,992 | 10,000 | 0 | |||||||||||
Issuance of shares | $ 0 | $ 4 | $ 39,735 | 3,919 | $ 0 | 0 | $ 1 | $ 0 | $ 39,736 | 3,923 | |||||
Reclassification of warrant liability | 0 | (865) | 0 | 0 | (865) | ||||||||||
Net loss and comprehensive loss | $ 0 | 0 | (20,514) | (20,514) | |||||||||||
Balance (in shares) at Mar. 31, 2020 | 34,772,030 | 10,000 | |||||||||||||
Balance at Mar. 31, 2020 | $ 347 | 502,076 | (522,111) | $ 1 | (19,687) | ||||||||||
Balance (in shares) at Dec. 31, 2019 | 28,480,567 | 0 | |||||||||||||
Balance at Dec. 31, 2019 | $ 285 | 419,194 | (501,597) | $ 0 | $ (82,118) | ||||||||||
Issuance of shares pursuant to bond conversion (in shares) | 5,766,337 | ||||||||||||||
Net loss and comprehensive loss | $ (25,307) | ||||||||||||||
Balance (in shares) at Jun. 30, 2020 | 34,797,062 | 10,000 | |||||||||||||
Balance at Jun. 30, 2020 | $ 347 | 502,376 | (526,904) | $ 1 | (24,180) | ||||||||||
Balance (in shares) at Mar. 31, 2020 | 34,772,030 | 10,000 | |||||||||||||
Balance at Mar. 31, 2020 | $ 347 | 502,076 | (522,111) | $ 1 | (19,687) | ||||||||||
Stock-based Compensation expense (in shares) | 25,032 | 0 | |||||||||||||
Stock-based Compensation expense | $ 0 | 300 | 0 | $ 0 | 300 | ||||||||||
Net loss and comprehensive loss | $ 0 | 0 | (4,793) | (4,793) | |||||||||||
Balance (in shares) at Jun. 30, 2020 | 34,797,062 | 10,000 | |||||||||||||
Balance at Jun. 30, 2020 | $ 347 | $ 502,376 | $ (526,904) | $ 1 | $ (24,180) | ||||||||||
[1] | A cumulative effect adjustment of $2,031 thousand was recognized as of January 1, 2019, upon adoption of ASU 2017-11. |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 The Condensed Consolidated Financial Statements and notes have been prepared by Cadiz Inc., also referred to as “Cadiz” or “the Company”, without audit and should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10 December 31, 2019. The foregoing Condensed Consolidated Financial Statements include the accounts of the Company and contain all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair statement of the Company’s financial position, the results of its operations and its cash flows for the periods presented and have been prepared in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates and such differences may three six June 30, 2020 not December 31, 2020. Liquidity The Condensed Consolidated Financial Statements of the Company have been prepared using accounting principles applicable to a going concern, which assumes realization of assets and settlement of liabilities in the normal course of business. The Company incurred losses of $25.3 million for the six June 30, 2020, six June 30, 2019. one first 2 June 30, 2020 six June 30, 2020. Cash requirements during the six June 30, 2020 In July 2020, “July 2020 In November 2018, “November 2018 March 2020, November 2018 In May 2017, no no May 2021 May 2022 2 June 30, 2020, On March 5, 2020, 2020 1 The Company’s acquisition of a 124 180 124 not 96 The Company may Limitations on the Company’s liquidity and ability to raise capital may no Supplemental Cash Flow Information Under the terms of the Senior Secured Debt, the Company is required to pay 25% of all future quarterly interest payments in cash. During the six June 30, 2020, No During the six June 30, 2020, 1 The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following: Cash, Cash Equivalents and Restricted Cash June 30 , 20 20 December 31, 201 9 June 30 , 20 19 (in thousands) Cash and Cash Equivalents $ 5,568 $ 15,682 $ 19,481 Restricted Cash included in Other Assets 134 134 133 Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows $ 5,702 $ 15,816 $ 19,614 The restricted cash amounts included in Other Assets primarily represent a deposit from a water project participant related to a cost-sharing agreement. Recent Accounting Pronouncements Accounting Guidance Not In December 2019, 740. December 15, 2021, not In June 2016, December 15, 2023, not Accounting Guidance Adopted In August 2018, December 15, 2019, January 1, 2020. no 7 In August 2018, December 15, 2019, January 1, 2020, no |
Note 2 - Long-term Debt
Note 2 - Long-term Debt | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | N OTE 2 – LONG-TERM DEBT The carrying value of the Company’s Senior Secured Debt approximates fair value. The fair value of the Company’s Senior Secured Debt (Level 2 On March 5, 2020, 2020 1 1 1 On March 5, 2020, May 2021 May 2022 ( May 2022 May 2025 ( 12 At the time of the Warrant Modification, the Company recorded a warrant liability in the amount of $2.0 million, which was the carrying value of the warrant prior to modification in the amount of $0.9 million combined with the increase in fair value of the warrant in the amount of $1.1 million. This increase in fair value of the warrant at the time of the Warrant Modification was recorded to debt issuance costs and will be amortized over the remaining life of the Senior Secured Debt. The fair value of the warrant liability is remeasured each reporting period using an option pricing model, and the change in fair value is recorded as an adjustment to the warrant liability with the unrealized gains or losses reflect in interest expense. Total unrealized losses of $51 thousand for warrant liabilities accounted for as derivatives have been recorded in interest expense in the six June 30, 2020. |
Note 3 - Stock-based Compensati
Note 3 - Stock-based Compensation Plans | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | NOTE 3 – STOCK-BASED COMPENSATION PLANS The Company has outstanding options and stock awards pursuant to its 2009 2014 2019 Stock Options to Directors, Officers and Consultants In total, options to purchase 115,000 shares were unexercised and outstanding on June 30, 2020 no six June 30, 2020 2019. no six June 30, 2020. Stock Awards to Directors, Officers, and Consultants The Company has granted stock awards pursuant to its 2014 2019 Of the total 675,000 shares reserved under the 2014 674,987 June 30, 2019. January 31, 2020. 2019 July 2019, 2014 Of the total 1,200,000 shares reserved under the 2019 June 30, 2020. 262,129 June 30, 2020. January 31, 2021. The accompanying consolidated statements of operations and comprehensive loss include approximately $1,551,000 and $245,000 of stock-based compensation expense related to stock awards in the six June 30, 2020 2019, |
Note 4 - Income Taxes
Note 4 - Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 4 – INCOME T AXES As of June 30, 2020, 2040. December 31, 2017, As of June 30, 2020, None Because it is more likely than not not no |
Note 5 - Net Loss Per Common Sh
Note 5 - Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 5 – NET LOSS PER COMMON SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average common shares outstanding. Options, deferred stock units, convertible debt, convertible preferred shares and warrants were not three June 30, 2020 2019, six June 30, 2020 2019, |
Note 6 - Leases
Note 6 - Leases | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 6 – LEASES The Company has operating leases for corporate offices, vehicles and office equipment. The Company’s leases have remaining lease terms of 2 months to 14 months as of June 30, 2020, not not 2020 2021. not From a lessor standpoint, in February 2016, one five On July 31, 2019, 2022. March 2020 2023. five three five March 1, 2020 no five |
Note 7 - Fair Value Measurement
Note 7 - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 7 – FAIR VALUE MEASUREMENTS The following table presents information about warrant derivative liabilities, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 2 3 On March 5, 2020, 2 six June 30, 2020. Derivatives at Fair Value as of June 30 , 2020 (in thousands) Level 1 Level 2 Level 3 Total Warrant derivative liabilities $ - $ - $ 2,037 $ 2,037 Total warrant derivative liabilities $ - $ - $ 2,037 $ 2,037 The following table presents a reconciliation of Level 3 six June 30, 2020: Level 3 Liabilities (in thousands) Warrant Derivative Liabilities Balance at December 31, 2019 $ - Reclassification of warrant liability 1,986 Unrealized loss on warrants 561 Balance at March 31, 2020 2,547 Unrealized gain on warrants (510 ) Balance at June 30, 2020 $ 2,037 |
Note 8 - Subsequent Event
Note 8 - Subsequent Event | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 8 – SUBSEQUENT EVENT In July 2020, “July 2020 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Liquidity Accounting Policy Disclosure [Policy Text Block] | Liquidity The Condensed Consolidated Financial Statements of the Company have been prepared using accounting principles applicable to a going concern, which assumes realization of assets and settlement of liabilities in the normal course of business. The Company incurred losses of $25.3 million for the six June 30, 2020, six June 30, 2019. one first 2 June 30, 2020 six June 30, 2020. Cash requirements during the six June 30, 2020 In July 2020, “July 2020 In November 2018, “November 2018 March 2020, November 2018 In May 2017, no no May 2021 May 2022 2 June 30, 2020, On March 5, 2020, 2020 1 The Company’s acquisition of a 124 180 124 not 96 The Company may Limitations on the Company’s liquidity and ability to raise capital may no |
Cash Flow Supplemental [Policy Text Block] | Supplemental Cash Flow Information Under the terms of the Senior Secured Debt, the Company is required to pay 25% of all future quarterly interest payments in cash. During the six June 30, 2020, No During the six June 30, 2020, 1 The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following: Cash, Cash Equivalents and Restricted Cash June 30 , 20 20 December 31, 201 9 June 30 , 20 19 (in thousands) Cash and Cash Equivalents $ 5,568 $ 15,682 $ 19,481 Restricted Cash included in Other Assets 134 134 133 Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows $ 5,702 $ 15,816 $ 19,614 The restricted cash amounts included in Other Assets primarily represent a deposit from a water project participant related to a cost-sharing agreement. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Accounting Guidance Not In December 2019, 740. December 15, 2021, not In June 2016, December 15, 2023, not Accounting Guidance Adopted In August 2018, December 15, 2019, January 1, 2020. no 7 In August 2018, December 15, 2019, January 1, 2020, no |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Notes Tables | |
Schedule of Cash and Cash Equivalents [Table Text Block] | Cash, Cash Equivalents and Restricted Cash June 30 , 20 20 December 31, 201 9 June 30 , 20 19 (in thousands) Cash and Cash Equivalents $ 5,568 $ 15,682 $ 19,481 Restricted Cash included in Other Assets 134 134 133 Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows $ 5,702 $ 15,816 $ 19,614 |
Note 7 - Fair Value Measureme_2
Note 7 - Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Notes Tables | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Derivatives at Fair Value as of June 30 , 2020 (in thousands) Level 1 Level 2 Level 3 Total Warrant derivative liabilities $ - $ - $ 2,037 $ 2,037 Total warrant derivative liabilities $ - $ - $ 2,037 $ 2,037 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Level 3 Liabilities (in thousands) Warrant Derivative Liabilities Balance at December 31, 2019 $ - Reclassification of warrant liability 1,986 Unrealized loss on warrants 561 Balance at March 31, 2020 2,547 Unrealized gain on warrants (510 ) Balance at June 30, 2020 $ 2,037 |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation (Details Textual) - USD ($) $ in Thousands | Mar. 05, 2020 | Mar. 31, 2020 | May 31, 2017 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jul. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Nov. 30, 2018 |
Net Income (Loss) Attributable to Parent, Total | $ (4,793) | $ (20,514) | $ (7,476) | $ (7,260) | $ (25,307) | $ (14,736) | |||||||
Gain (Loss) on Extinguishment of Debt, Total | (12,394) | 0 | |||||||||||
Working Capital | 2,100 | 2,100 | |||||||||||
Net Cash Provided by (Used in) Operating Activities, Total | (7,019) | (6,872) | |||||||||||
Proceeds from Issuance of Common Stock | 3,923 | $ 14,642 | |||||||||||
Debt Instrument, Face Amount | $ 27,300 | 27,300 | |||||||||||
Debt Conversion, Original Debt, Amount | 38,900 | ||||||||||||
Required Payment to Acquire Property Available for Purchase, Due End of Fiscal Year | $ 19,000 | ||||||||||||
Percentage of Future Quarterly Interest Payments | 25.00% | ||||||||||||
Interest Paid, Excluding Capitalized Interest, Operating Activities | $ 715 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares) | 5,766,337 | ||||||||||||
Preferred Stock, Shares Issued, Total (in shares) | 10,000 | 10,000 | 0 | ||||||||||
Senior Secured Debt [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 60,000 | ||||||||||||
Debt Instrument, Additional Amount after Refinance | 15,000 | ||||||||||||
Prior Senior Secured Debt [Member] | |||||||||||||
Extinguishment of Debt, Amount | $ 45,000 | ||||||||||||
2020 Convertible Senior Notes [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 27,400 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 27,300 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 10,000 | ||||||||||||
Conversion of Convertible Senior Notes 2020 into Common Stock [Member] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 17,500 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | 2,600 | ||||||||||||
July 2020 ATM Offering [Member] | Subsequent Event [Member] | |||||||||||||
At Market Issuance Sales Agreement, Maximum Aggregate Offering Price | $ 30,000 | ||||||||||||
At Market Issuance Sales Agreement [Member] | |||||||||||||
At Market Issuance Sales Agreement, Maximum Aggregate Offering Price | $ 25,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,369,170 | ||||||||||||
Proceeds from Issuance of Common Stock, Gross | $ 25,000 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 24,200 | ||||||||||||
Conversion of Convertible Senior Notes 2020 into Preferred Stock [Member] | |||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (12,400) | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 27,300 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 10,000 |
Note 1 - Basis of Presentatio_3
Note 1 - Basis of Presentation - Components of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents | $ 5,568 | $ 15,682 | $ 19,481 | |
Restricted Cash included in Other Assets | 134 | 134 | 133 | |
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows | $ 5,702 | $ 15,816 | $ 19,614 | $ 12,691 |
Note 2 - Long-term Debt (Detail
Note 2 - Long-term Debt (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 05, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Debt Instrument, Face Amount | $ 27,300 | ||||
Debt Conversion, Original Debt, Amount | 38,900 | ||||
Gain (Loss) on Extinguishment of Debt, Total | (12,394) | $ 0 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | ||||
Debt Instrument, Prepayment Premium, Percent | 7.00% | ||||
Derivative Liability, Current | $ 2,000 | 2,037 | $ 0 | ||
Current Period Reclassification Adjustment | 900 | ||||
Unamortized Debt Issuance Expense | $ 1,100 | ||||
Fair Value Adjustment of Warrants | $ 51 | $ 0 | |||
2017 Warrants [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 362,500 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6.75 | ||||
Preferred Class A [Member] | |||||
Debt Instrument, Convertible, Number of Common Shares per One Preferred Share (in shares) | 405.05 | ||||
2020 Convertible Senior Notes [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||
Debt Instrument, Face Amount | $ 27,400 | ||||
Conversion of Convertible Senior Notes 2020 into Preferred Stock [Member] | |||||
Debt Conversion, Original Debt, Amount | $ 27,300 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 10,000 | ||||
Gain (Loss) on Extinguishment of Debt, Total | $ (12,400) | ||||
Conversion of Convertible Senior Notes 2020 into Common Stock [Member] | |||||
Debt Conversion, Original Debt, Amount | $ 17,500 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 2,600,000 |
Note 3 - Stock-based Compensa_2
Note 3 - Stock-based Compensation Plans (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 115,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | ||
Share-based Payment Arrangement, Expense | $ 1,551,000 | $ 245,000 | |
Two Thousand Fourteen Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 675,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 674,987 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in shares) | 13 | ||
Two Thousand Fourteen Equity Incentive Plan [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 15,312 | ||
Two Thousand Nineteen Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,200,000 | ||
Two Thousand Nineteen Equity Incentive Plan [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 19,279 | ||
Two Thousand Nineteen Equity Incentive Plan [Member] | Directors, Employees and Consultants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 262,129 |
Note 4 - Income Taxes (Details
Note 4 - Income Taxes (Details Textual) $ in Thousands | Jun. 30, 2020USD ($) |
Unrecognized Tax Benefits, Ending Balance | $ 1,500 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0 |
Deferred Tax Assets, Net, Total | 0 |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |
Operating Loss Carryforwards, Total | 333,000 |
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | |
Operating Loss Carryforwards, Total | $ 225,000 |
Note 5 - Net Loss Per Common _2
Note 5 - Net Loss Per Common Share (Details Textual) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 4,626,000 | 11,442,000 | 3,153,000 | 11,574,000 |
Note 6 - Leases (Details Textua
Note 6 - Leases (Details Textual) | Jul. 31, 2019USD ($)a | Feb. 29, 2016USD ($)a | Jul. 31, 2022a | Jun. 30, 2020USD ($)a |
Fenner Valley Farms LLC Lease Agreement [Member] | ||||
Lessor, Operating Lease, Term of Contract (Year) | 99 years | |||
Area of Real Estate Property (Acre) | a | 2,100 | |||
Long-term Debt, Total | $ 12,000,000 | |||
Lessor, Operating Lease, Payment to be Received, Remainder of Fiscal Year | $ 420,000 | |||
Lessor, Operating Lease, Payment to be Received, Year One | 420,000 | |||
Lessor, Operating Lease, Payment to be Received, Year Two | 420,000 | |||
Lessor, Operating Lease, Payment to be Received, Year Three | 420,000 | |||
Lessor, Operating Lease, Payment to be Received, Year Four | $ 420,000 | |||
SoCal Hemp JV LLC Lease Agreement [Member] | ||||
Lessor, Operating Lease, Term of Contract (Year) | 5 years | |||
Area of Real Estate Property (Acre) | a | 1,280 | 242 | ||
Lessor, Operating Lease, Payment to be Received, Remainder of Fiscal Year | $ 121,000 | |||
Lessor, Operating Lease, Number of Renewals | 3 | |||
Lessor, Operating Lease, Renewal Term (Year) | 5 years | |||
Lessor, Operating Lease Rental Income Per Acre of Leased Property | $ 500 | |||
Lessor, Operating Lease, Payment to be Received, Year One | 121,000 | |||
Lessor, Operating Lease, Payment to be Received, Year Two | 121,000 | |||
Lessor, Operating Lease, Payment to be Received, Year Three | 121,000 | |||
Lessor, Operating Lease, Payment to be Received, Year Four | $ 121,000 | |||
SoCal Hemp JV LLC Lease Agreement [Member] | Forecast [Member] | ||||
Area of Real Estate Property (Acre) | a | 8,320 | |||
Minimum [Member] | ||||
Lessee, Operating Lease, Remaining Lease Term (Month) | 2 months | |||
Maximum [Member] | ||||
Lessee, Operating Lease, Remaining Lease Term (Month) | 14 months | |||
Maximum [Member] | SoCal Hemp JV LLC Lease Agreement [Member] | ||||
Area of Real Estate Property (Acre) | a | 9,600 |
Note 7 - Fair Value Measureme_3
Note 7 - Fair Value Measurements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 05, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease), Total | $ 865 | ||
Unamortized Debt Issuance Expense | $ 1,100 | ||
Fair Value Adjustment of Warrants | $ 51 | $ 0 | |
2017 Warrants [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 362,500 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6.75 |
Note 7 - Fair Value Measureme_4
Note 7 - Fair Value Measurements - Fair Value of Liabilities on a Recurring Basis (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Warrant derivative liabilities | $ 2,037 |
Total warrant derivative liabilities | 2,037 |
Fair Value, Inputs, Level 1 [Member] | |
Warrant derivative liabilities | 0 |
Total warrant derivative liabilities | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Warrant derivative liabilities | 0 |
Total warrant derivative liabilities | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Warrant derivative liabilities | 2,037 |
Total warrant derivative liabilities | $ 2,037 |
Note 7 - Fair Value Measureme_5
Note 7 - Fair Value Measurements - Reconciliation of Level 3 Activity (Details) - Warrant Liabilities [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | |
Balance | $ 2,547 | $ 0 |
Reclassification of warrant liability | 1,986 | |
Unrealized loss (gain) on warrants | (510) | 561 |
Balance | $ 2,037 | $ 2,547 |
Note 8 - Subsequent Event (Deta
Note 8 - Subsequent Event (Details Textual) $ in Millions | Jul. 31, 2020USD ($) |
July 2020 ATM Offering [Member] | Subsequent Event [Member] | |
At Market Issuance Sales Agreement, Maximum Aggregate Offering Price | $ 30 |