Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
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 | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 66,595,606 | |
Depository Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Depositary Shares | |
Trading Symbol | CDZIP | |
Security Exchange Name | NASDAQ | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CDZI | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenues | $ 809 | $ 185 | $ 939 | $ 328 |
Costs and expenses: | ||||
Cost of sales | 768 | 0 | 790 | 0 |
General and administrative | 5,320 | 3,405 | 9,251 | 7,211 |
Depreciation | 305 | 172 | 634 | 293 |
Total costs and expenses | 6,393 | 3,577 | 10,675 | 7,504 |
Operating loss | (5,584) | (3,392) | (9,736) | (7,176) |
Interest expense | (1,338) | (2,055) | (2,842) | (4,047) |
Interest income | 210 | 0 | 378 | 0 |
Loss on derivative liability | (350) | 0 | (220) | 0 |
Loss before income taxes | (7,062) | (5,447) | (17,751) | (11,223) |
Income tax expense | (2) | (1) | (4) | (3) |
Loss from equity-method investments | 0 | (35) | 0 | (169) |
Net loss and comprehensive loss | (7,064) | (5,483) | (17,755) | (11,395) |
Less: Preferred stock dividend | (1,288) | (1,288) | (2,553) | (2,553) |
Net loss and comprehensive loss applicable to common stock | $ (8,352) | $ (6,771) | $ (20,308) | $ (13,948) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.13) | $ (0.13) | $ (0.31) | $ (0.29) |
Basic and diluted weighted average shares outstanding (in shares) | 66,606 | 50,770 | 64,633 | 47,619 |
Total revenues | $ 809 | $ 185 | $ 939 | $ 328 |
Loss on early extinguishment of debt | $ (5,331) | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 19,237 | $ 9,997 |
Restricted cash | 1,288 | 1,288 |
Accounts receivable | 880 | 454 |
Inventories | 1,165 | 316 |
Prepaid expenses and other current assets | 613 | 380 |
Total current assets | 23,183 | 12,435 |
Property, plant, equipment and water programs, net | 85,439 | 84,138 |
Long-term deposit/prepaid expenses | 420 | 420 |
Goodwill | 5,714 | 5,714 |
Right-of-use asset | 494 | 553 |
Long-term restricted cash | 134 | 2,497 |
Other assets | 5,473 | 5,030 |
Total assets | 120,857 | 110,787 |
Current liabilities: | ||
Accounts payable | 1,163 | 1,107 |
Accrued liabilities | 1,623 | 1,545 |
Current portion of long-term debt | 128 | 140 |
Dividend payable | 1,288 | 1,288 |
Contingent consideration liabilities | 1,450 | 1,450 |
Operating lease liabilities | 116 | 109 |
Total current liabilities | 5,768 | 5,639 |
Long-term debt, net | 36,924 | 48,950 |
Long-term lease obligations with related party, net | 21,789 | 20,745 |
Derivative liabilities | 2,570 | 0 |
Long-term operating lease liabilities | 384 | 444 |
Deferred revenue | 750 | 750 |
Other long-term liabilities | 38 | 36 |
Total liabilities | 68,223 | 76,564 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock | 1 | 1 |
Common stock - $.01 par value; shares authorized – 85,000,000 at June 30, 2023 and 70,000,000 at December 31, 2022; shares issued and outstanding – 66,595,606 at June 30, 2023 and 55,823,810 at December 31, 2022 | 664 | 556 |
Additional paid-in capital | 675,574 | 636,963 |
Accumulated deficit | (623,606) | (603,298) |
Total stockholders’ equity | 52,634 | 34,223 |
Total liabilities and stockholders’ deficit | 120,857 | 110,787 |
Series A Preferred Stock [Member] | ||
Current liabilities: | ||
Dividend payable | 1,290 | |
Stockholders’ equity: | ||
Preferred stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jul. 02, 2021 | Jul. 01, 2021 | Jun. 29, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 | 100,000 | ||||||
Preferred stock, shares issued (in shares) | 329 | 329 | 329 | ||||||
Preferred stock, shares outstanding (in shares) | 329 | 329 | 329 | ||||||
Preferred stock, dividend rate | 8.875% | 8.875% | 8.875% | 8.875% | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common stock, shares authorized (in shares) | 85,000,000 | 85,000,000 | 70,000,000 | ||||||
Common stock, shares issued (in shares) | 66,595,606 | 66,595,606 | 55,823,810 | ||||||
Common stock, shares outstanding (in shares) | 66,595,606 | 66,595,606 | 55,823,810 | ||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares authorized (in shares) | 7,500 | 7,500 | 7,500 | 7,500 | |||||
Preferred stock, shares issued (in shares) | 2,300 | 2,300 | 2,300 | ||||||
Preferred stock, shares outstanding (in shares) | 2,300 | 2,300 | 2,300 | ||||||
Preferred stock, dividend rate | 8.875% | 8.875% | 8.875% | 8.875% | 8.875% |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (17,755,000) | $ (11,395,000) |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract | ||
Depreciation | 634,000 | 293,000 |
Amortization of debt discount and issuance costs | 273,000 | 1,160,000 |
Amortization of right-of-use asset | 59,000 | 12,000 |
Interest expense added to loan principal | 435,000 | 0 |
Interest expense added to lease liability | 1,032,000 | 913,000 |
Unrealized loss on derivative liability | 220,000 | 0 |
Loss on early extinguishment of debt | 5,331,000 | 0 |
Loss on equity method investments | 0 | 169,000 |
Compensation charge for stock and share option awards | 489,000 | 856,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (426,000) | 116,000 |
Inventories | (849,000) | (344,000) |
Prepaid expenses and other current assets | (233,000) | 125,000 |
Other assets | (443,000) | (242,000) |
Accounts payable | 816,000 | 216,000 |
Lease liabilities | (53,000) | (172,000) |
Other accrued liabilities | 599,000 | 743,000 |
Net cash used in operating activities | (9,871,000) | (7,550,000) |
Cash flows from investing activities: | ||
Additions to property, plant and equipment and water programs | (3,213,000) | (1,748,000) |
Contributions to equity-method investments | 0 | (100,000) |
Net cash used in investing activities | (3,213,000) | (1,848,000) |
Cash flows from financing activities: | ||
Net proceeds from issuance of stock | 38,490,000 | 11,741,000 |
Dividend payments | (2,553,000) | (2,553,000) |
Principal payments on long-term debt | (15,088,000) | (69,000) |
Issuance costs of long-term debt | (27,000) | 0 |
Costs for early extinguishment of debt | (600,000) | 0 |
Taxes paid related to net share settlement of equity awards | (261,000) | 0 |
Net cash provided by financing activities | 19,961,000 | 9,119,000 |
Net increase in cash, cash equivalents and restricted cash | 6,877,000 | (279,000) |
Cash, cash equivalents and restricted cash, beginning of period | 13,782,000 | 19,856,000 |
Cash, cash equivalents and restricted cash, end of period | $ 20,659,000 | $ 19,577,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 43,656,169 | 2,300 | 329 | |||
Balance at Dec. 31, 2021 | $ 435 | $ 1 | $ 1 | $ 613,572 | $ (573,400) | $ 40,609 |
Stock-based compensation expense (in shares) | 236,995 | 0 | 0 | |||
Stock-based compensation expense | $ 2 | $ 0 | $ 0 | 431 | 0 | 433 |
Issuance of shares (in shares) | 6,857,140 | 0 | 0 | |||
Issuance of shares | $ 69 | $ 0 | $ 0 | 11,672 | 0 | 11,741 |
Dividends declared on 8.875% series A cumulative perpetual preferred shares | 0 | 0 | 0 | 0 | (1,265) | (1,265) |
Net loss | $ 0 | $ 0 | $ 0 | 0 | (5,912) | (5,912) |
Balance (in shares) at Mar. 31, 2022 | 50,750,304 | 2,300 | 329 | |||
Balance at Mar. 31, 2022 | $ 506 | $ 1 | $ 1 | 625,675 | (580,577) | 45,606 |
Balance (in shares) at Dec. 31, 2021 | 43,656,169 | 2,300 | 329 | |||
Balance at Dec. 31, 2021 | $ 435 | $ 1 | $ 1 | 613,572 | (573,400) | 40,609 |
Net loss | (11,395) | |||||
Balance (in shares) at Jun. 30, 2022 | 50,770,275 | 2,300 | 329 | |||
Balance at Jun. 30, 2022 | $ 506 | $ 1 | $ 1 | 626,098 | (587,348) | 39,258 |
Balance (in shares) at Mar. 31, 2022 | 50,750,304 | 2,300 | 329 | |||
Balance at Mar. 31, 2022 | $ 506 | $ 1 | $ 1 | 625,675 | (580,577) | 45,606 |
Stock-based compensation expense (in shares) | 19,971 | 0 | 0 | |||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | 423 | 0 | 423 |
Dividends declared on 8.875% series A cumulative perpetual preferred shares | 0 | 0 | 0 | 0 | (1,288) | (1,288) |
Net loss | $ 0 | $ 0 | $ 0 | 0 | (5,483) | (5,483) |
Balance (in shares) at Jun. 30, 2022 | 50,770,275 | 2,300 | 329 | |||
Balance at Jun. 30, 2022 | $ 506 | $ 1 | $ 1 | 626,098 | (587,348) | 39,258 |
Balance (in shares) at Dec. 31, 2022 | 55,823,810 | 2,300 | 329 | |||
Balance at Dec. 31, 2022 | $ 556 | $ 1 | $ 1 | 636,963 | (603,298) | 34,223 |
Stock-based compensation expense (in shares) | 217,452 | 0 | 0 | |||
Stock-based compensation expense | $ 2 | $ 0 | $ 0 | 63 | 0 | 65 |
Issuance of shares (in shares) | 10,500,000 | 0 | 0 | |||
Issuance of shares | $ 105 | $ 0 | $ 0 | 38,385 | 0 | 38,490 |
Dividends declared on 8.875% series A cumulative perpetual preferred shares | 0 | 0 | 0 | 0 | (1,265) | (1,265) |
Net loss | $ 0 | $ 0 | $ 0 | 0 | (10,691) | (10,691) |
Balance (in shares) at Mar. 31, 2023 | 66,541,262 | 2,300 | 329 | |||
Balance at Mar. 31, 2023 | $ 663 | $ 1 | $ 1 | 675,411 | (615,254) | 60,822 |
Balance (in shares) at Dec. 31, 2022 | 55,823,810 | 2,300 | 329 | |||
Balance at Dec. 31, 2022 | $ 556 | $ 1 | $ 1 | 636,963 | (603,298) | 34,223 |
Net loss | (17,755) | |||||
Balance (in shares) at Jun. 30, 2023 | 66,595,606 | 2,300 | 329 | |||
Balance at Jun. 30, 2023 | $ 664 | $ 1 | $ 1 | 675,574 | (623,606) | 52,634 |
Balance (in shares) at Mar. 31, 2023 | 66,541,262 | 2,300 | 329 | |||
Balance at Mar. 31, 2023 | $ 663 | $ 1 | $ 1 | 675,411 | (615,254) | 60,822 |
Stock-based compensation expense (in shares) | 54,344 | 0 | 0 | |||
Stock-based compensation expense | $ 1 | $ 0 | $ 0 | 163 | 0 | 164 |
Dividends declared on 8.875% series A cumulative perpetual preferred shares | 0 | 0 | 0 | 0 | (1,288) | (1,288) |
Net loss | $ 0 | $ 0 | $ 0 | 0 | (7,064) | (7,064) |
Balance (in shares) at Jun. 30, 2023 | 66,595,606 | 2,300 | 329 | |||
Balance at Jun. 30, 2023 | $ 664 | $ 1 | $ 1 | $ 675,574 | $ (623,606) | $ 52,634 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Dividends declared (in dollars per share) | $ 560 | $ 550 | $ 560 | $ 550 |
Preferred stock, dividend rate | 8.875% | 8.875% | 8.875% | 8.875% |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 – BASIS OF PRESENTATION 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, 2022. 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 six June 30, 2023, not December 31, 2023. 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 $17.8 million for the six June 30, 2023, six June 30, 2022. June 30, 2023, six June 30, 2023. 2023 February 2023, 2022. Cash requirements during the six June 30, 2023, On January 30, 2023, “January 2023 On February 2, 2023, July 2, 2021 ( 3 The Company may not 100% not Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve Limitations on the Company’s liquidity and ability to raise capital may no Supplemental Cash Flow Information During the six June 30, 2023, no At June 30, 2023, 9 July 14, 2023. 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, 2023 December 31, 2022 June 30, 2022 (in thousands) Cash and Cash Equivalents $ 19,237 $ 9,997 $ 13,239 Restricted Cash 1,288 1,288 1,288 Long Term Restricted Cash 134 2,497 5,050 Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows $ 20,659 $ 13,782 $ 19,577 The restricted cash amounts primarily represent funds deposited into a segregated account, representing an amount sufficient to pre-fund quarterly dividend payments on Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering through July 2023. ATEC Water Systems, LLC On November 9, 2022, Revenue Recognition The Company’s revenue is currently derived from rental revenue from its agricultural lease, sales of farm crops, and sales of water filtration systems by ATEC. The Company recognizes revenue by following the five 606 five not Recent Accounting Pronouncements Accounting Guidance Adopted In June 2016, December 15, 2022, January 1, 2023, no |
Note 2 - Reportable Segments
Note 2 - Reportable Segments | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 2 – REPORTABLE SEGMENTS The Company currently operates in two segments based upon its organizational structure and the way in which its operations are managed and evaluated. The Company’s largest segment is Land and Water Resources, which comprises all activities regarding its properties in the eastern Mojave Desert including development of the Water Project, and agricultural operations. The Company’s second November 2022 six June 30, 2023, We evaluate our performance based on segment operating (loss). Interest expense, income tax expense and losses related to equity method investments are excluded from the computation of operating (loss) for the segments. Segment net revenue, segment operating expenses and segment operating (loss) information consisted of the following for the three six June 30, 2023: Three Months Ended June 30, 2023 (in thousands) Land and Water Resources Water Treatment Total Revenues $ 379 $ 430 $ 809 Total revenues 379 430 809 Costs and expenses: Cost of sales 432 336 768 General and administrative 5,232 88 5,320 Depreciation 271 34 305 Total costs and expenses 5,935 458 6,393 Operating loss $ (5,556 ) $ (28 ) $ (5,584 ) The Company only operated in one six June 30, 2022, not November 2022. Six Months Ended June 30, 2023 (in thousands) Land and Water Resources Water Treatment Total Revenues $ 509 $ 430 $ 939 Total revenues 509 430 939 Costs and expenses: Cost of sales 454 336 790 General and administrative 8,999 252 9,251 Depreciation 549 85 634 Total costs and expenses 10,002 673 10,675 Operating loss $ (9,493 ) $ (243 ) $ (9,736 ) Assets by operating segment are as follows (dollars in thousands): June 30, 2023 December 31, 2022 Operating Segment: Water and Land Resources $ 116,497 $ 107,439 Water Treatment 4,360 3,348 $ 120,857 $ 110,787 Goodwill by operating segment is as follows (dollars in thousands): June 30, 2023 December 31, 2022 Operating Segment: Water and Land Resources $ 3,813 $ 3,813 Water Treatment 1,901 1,901 $ 5,714 $ 5,714 Property, plant, equipment and water programs consist of the following (dollars in thousands): June 30, 2023 Water and Land Resources Water Treatment Land and land improvements $ 32,110 $ - Water programs 29,498 - Pipeline 22,093 - Buildings 1,715 - Leasehold improvements, furniture and fixtures 1,606 4 Machinery and equipment 3,478 176 Construction in progress 3,529 - 94,029 180 Less accumulated depreciation (8,690 ) (80 ) $ 85,339 $ 100 December 31, 2022 Water and Land Resources Water Treatment Land and land improvements $ 30,579 $ - Water programs 29,210 - Pipeline 22,091 - Buildings 1,715 - Leasehold improvements, furniture and fixtures 1,606 3 Machinery and equipment 3,229 166 Construction in progress 3,680 - 92,110 169 Less accumulated depreciation (8,141 ) - $ 83,969 $ 169 |
Note 3 - Long-term Debt
Note 3 - Long-term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 3 – 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 July 2, 2021, first eighteen thirty thirty On February 2, 2023, June 2023 July 2, 2024, June 30, 2026, As a result of the First Amended Credit Agreement, the Company bifurcated the new conversion option from the debt and recorded a derivative liability. As of the effective date of the amendment, the derivative liability had a fair value of approximately $2.4 million. The fair value of the derivative liability will be remeasured each reporting period using an option pricing model, and the change in fair value will be recorded as an adjustment to the derivative liability with the change in fair value recorded as income or expense. In addition, the loss on early extinguishment of debt included $2.0 million of repayment fees for both repaid and amended principal and $980 thousand of unamortized debt issuance costs. Total unrealized losses of derivative liabilities accounted for as derivatives were $350 thousand and $220 thousand for the three six June 30, 2023, In the event of certain asset sales, the incurrence of indebtedness or a casualty or condemnation event, in each case, under certain circumstances as described in the Credit Agreement, the Company will be required to use a portion of the proceeds to prepay amounts under the debt. In the event of any additional issuance of depositary receipts (“Depositary Receipts”) representing interests in shares of 8.875% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) by the Company, the Company will be required to, within five The Credit Agreement includes customary affirmative and negative covenants, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company to, among other things, incur debt, incur liens, make investments, sell assets, pay dividends and enter into transactions with affiliates. In addition, the Credit Agreement includes customary events of default and remedies. While any amount remains outstanding under the debt, the Lenders will have the right to convert the outstanding principal, plus unpaid interest, on the debt into Depositary Receipts at the per share exchange price of $25.00 at any time up to 100% of the principal and unpaid interest on the debt may In connection with the issuance of the Senior Secured Debt, on July 2, 2021 ( may July 2, 2024 ( may |
Note 4 - Stock-based Compensati
Note 4 - Stock-based Compensation Plans | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 4 – STOCK-BASED COMPENSATION PLANS The Company has issued options and has granted stock awards pursuant to its 2019 2019 The 2019 “2019 July 10, 2019, July 12, 2022, Effective July 1, 2021, 2019 June 30 January 31st first Stock Awards to Directors, Officers, and Consultants The Company has granted stock awards pursuant to its 2019 2019 June 30, 2023. June 30, 2023. January 31, 2024. 825,000 RSUs were granted to employees in April 2021 “April 2021 April 2021 July 2021 April 2021 January 3, 2023, March 1, 2023. July 2022, “July 2022 July 2022 January 2, 2024. Of the 255,000 RSUs earned upon the Northern Pipeline Vesting Event, the Company issued 158,673 shares net of taxes withheld and paid in cash by the Company. Of the 255,000 RSUs issued on March 1, 2023, Upon the change of the Company’s Executive Chair on February 4, 2022, March 1, 2023. Additionally, the Company issued 450,000 of performance stock units (“PSUs”) upon achievement of certain performance events. The PSUs vest upon the Company’s common stock achieving price hurdles (“Price Hurdles”) but not three The accompanying consolidated statements of operations and comprehensive loss include approximately $489,000 and $856,000 of stock-based compensation expense related to stock awards in the six June 30, 2023, 2022, |
Note 5 - Income Taxes
Note 5 - Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 5 – INCOME TAXES As of June 30, 2023, 2037 2042 December 31, 2017, June 2021. As of June 30, 2023, The Company's tax years 2019 2022 2018 2022 three four Because it is more likely than not not no |
Note 6 - Net Loss Per Common Sh
Note 6 - Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 6 – NET LOSS PER COMMON SHARE Basic net loss per common 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, 2023, 2022, six June 30, 2023 2022, |
Note 7 - Leases & Property, Pla
Note 7 - Leases & Property, Plant, Equipment and Water Programs | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Lessee, Operating Leases and Property, Plant and Equipment Disclosure [Text Block] | NOTE 7 – LEASES & PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS The Company has operating leases for right-of-way agreements, corporate offices, vehicles and office equipment. The Company’s leases have remaining lease terms of 1 month to 40 months as of June 30, 2023, not not not As a lessor, in February 2016, one five During the six June 30, 2023, Depreciation expense on land improvements, buildings, leasehold improvements, machinery and equipment and furniture and fixtures was $634,000 and $293,000 for the six June 30, 2023, 2022, |
Note 8 - Fair Value Measurement
Note 8 - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 8 – FAIR VALUE MEASUREMENTS Fair values determined by Level 1 2 3 In 2022, (in thousands) Level 1 Assets Balance at December 31, 2022 $ - Investments in Certificates of Deposit 17,500 Balance at June 30, 2023 17,500 (in thousands) Level 3 Liabilities Balance at December 31, 2022 $ (1,450 ) Derivative liabilities (2,350 ) Unrealized gains on derivative liabilities, net 130 Balance at March 31, 2023 (3,670 ) Unrealized losses on derivative liabilities, net (350 ) Balance at June 30, 2023 $ (4,020 ) Investments at Fair Value as of June 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets Certificates of Deposit $ 17,500 $ - $ - $ 17,500 Total Assets $ 17,500 $ - $ - $ 17,500 Liabilities Contingent consideration liabilities $ - $ - $ 1,450 $ 1,450 Derivative liabilities $ - $ - $ 2,570 $ 2,570 Total Liabilities $ - $ - $ 4,020 $ 4,020 |
Note 9 - Common and Preferred S
Note 9 - Common and Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | NOTE 9 – COMMON AND PREFERRED STOCK Common Stock The Company is authorized to issue 85 million shares of Common Stock at a $0.01 par value. As of June 30, 2023, In January 2013, 200,000 100,000 two ■ 100,000 shares earned upon the signing of binding agreements for more than 51% of the Water Project’s annual capacity, which is not ■ 100,000 shares earned upon the commencement of construction of all of the major facilities contemplated in the Final Environmental Impact Report necessary for the completion and delivery of the Water Project, which is not All shares earned upon achievement of any of the remaining two three Series 1 The Company has issued a total of 10,000 shares of Series 1 1 March 2020. 1 June 30, 2023, 1 1 1 June 30, 2023. Series A Preferred Stock On June 29, 2021, 1/1000 th July 2, 2021, On July 1, 2021, As set forth in the Certificate of Designation, the Series A Preferred Stock will rank, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to Common Stock of the Company; (ii) junior to the Series 1 1 Holders of Series A Preferred Stock, when and as authorized by the Company’s Board of Directors, are entitled to cumulative cash dividends at the rate of 8.875% of the $25,000.00 ($25.00 per Depositary Share) liquidation preference per year (equivalent to $2,218.75 per share per year or $2.21875 per Depositary Share per year). Dividends will be payable quarterly in arrears, on or about the 15 th January, April, July October, October 15, 2021. June 30, 2023, June 21, 2023, July 14, 2023, July 3, 2023. At the issuance of the Series A Preferred Stock, the Company pre-funded eight July 2023 not not Holders of depositary shares representing interests in the Series A Preferred Stock generally will have no not six not two On and after July 2, 2026, Shares of Series A Preferred Stock are convertible into shares of Common Stock if, and only if, a change of control or delisting event (each as defined in the Certificate of Designation) has occurred, and the Company has not x not The Company has 2,300 shares of Series A Preferred Stock issued and outstanding as of June 30, 2023. |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 – COMMITMENTS AND CONTINGENCIES In the normal course of its agricultural operations, the Company handles, stores, transports and dispenses products identified as hazardous materials. Regulatory agencies periodically conduct inspections and, currently, there are no Pursuant to cost-sharing agreements that have been entered into by participants in the Company’s Water Project, $750,000 in funds have been received in order to offset costs incurred in the environmental analysis of the Water Project. These funds may June 30, 2023, June 30, 2022. The Company recorded a contingent consideration liability in the amount of $1.45 million related to the purchase price of the ATEC Acquisition for amounts payable upon the sale of a requisite number of water filtration units under an asset purchase agreement. The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 $17.8 million for the six June 30, 2023, six June 30, 2022. June 30, 2023, six June 30, 2023. 2023 February 2023, 2022. Cash requirements during the six June 30, 2023, On January 30, 2023, “January 2023 On February 2, 2023, July 2, 2021 ( 3 The Company may not 100% not Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve Limitations on the Company’s liquidity and ability to raise capital may no |
Cash Flow Supplemental [Policy Text Block] | Supplemental Cash Flow Information During the six June 30, 2023, no At June 30, 2023, 9 July 14, 2023. 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, 2023 December 31, 2022 June 30, 2022 (in thousands) Cash and Cash Equivalents $ 19,237 $ 9,997 $ 13,239 Restricted Cash 1,288 1,288 1,288 Long Term Restricted Cash 134 2,497 5,050 Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows $ 20,659 $ 13,782 $ 19,577 The restricted cash amounts primarily represent funds deposited into a segregated account, representing an amount sufficient to pre-fund quarterly dividend payments on Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering through July 2023. |
Business Combinations Policy [Policy Text Block] | ATEC Water Systems, LLC On November 9, 2022, |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Company’s revenue is currently derived from rental revenue from its agricultural lease, sales of farm crops, and sales of water filtration systems by ATEC. The Company recognizes revenue by following the five 606 five not |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Accounting Guidance Adopted In June 2016, December 15, 2022, January 1, 2023, no |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Cash and Cash Equivalents [Table Text Block] | Cash, Cash Equivalents and Restricted Cash June 30, 2023 December 31, 2022 June 30, 2022 (in thousands) Cash and Cash Equivalents $ 19,237 $ 9,997 $ 13,239 Restricted Cash 1,288 1,288 1,288 Long Term Restricted Cash 134 2,497 5,050 Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows $ 20,659 $ 13,782 $ 19,577 |
Note 2 - Reportable Segments (T
Note 2 - Reportable Segments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended June 30, 2023 (in thousands) Land and Water Resources Water Treatment Total Revenues $ 379 $ 430 $ 809 Total revenues 379 430 809 Costs and expenses: Cost of sales 432 336 768 General and administrative 5,232 88 5,320 Depreciation 271 34 305 Total costs and expenses 5,935 458 6,393 Operating loss $ (5,556 ) $ (28 ) $ (5,584 ) Six Months Ended June 30, 2023 (in thousands) Land and Water Resources Water Treatment Total Revenues $ 509 $ 430 $ 939 Total revenues 509 430 939 Costs and expenses: Cost of sales 454 336 790 General and administrative 8,999 252 9,251 Depreciation 549 85 634 Total costs and expenses 10,002 673 10,675 Operating loss $ (9,493 ) $ (243 ) $ (9,736 ) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | June 30, 2023 December 31, 2022 Operating Segment: Water and Land Resources $ 116,497 $ 107,439 Water Treatment 4,360 3,348 $ 120,857 $ 110,787 |
Schedule of Goodwill [Table Text Block] | June 30, 2023 December 31, 2022 Operating Segment: Water and Land Resources $ 3,813 $ 3,813 Water Treatment 1,901 1,901 $ 5,714 $ 5,714 |
Property, Plant and Equipment [Table Text Block] | June 30, 2023 Water and Land Resources Water Treatment Land and land improvements $ 32,110 $ - Water programs 29,498 - Pipeline 22,093 - Buildings 1,715 - Leasehold improvements, furniture and fixtures 1,606 4 Machinery and equipment 3,478 176 Construction in progress 3,529 - 94,029 180 Less accumulated depreciation (8,690 ) (80 ) $ 85,339 $ 100 December 31, 2022 Water and Land Resources Water Treatment Land and land improvements $ 30,579 $ - Water programs 29,210 - Pipeline 22,091 - Buildings 1,715 - Leasehold improvements, furniture and fixtures 1,606 3 Machinery and equipment 3,229 166 Construction in progress 3,680 - 92,110 169 Less accumulated depreciation (8,141 ) - $ 83,969 $ 169 |
Note 8 - Fair Value Measureme_2
Note 8 - Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block] | (in thousands) Level 1 Assets Balance at December 31, 2022 $ - Investments in Certificates of Deposit 17,500 Balance at June 30, 2023 17,500 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | (in thousands) Level 3 Liabilities Balance at December 31, 2022 $ (1,450 ) Derivative liabilities (2,350 ) Unrealized gains on derivative liabilities, net 130 Balance at March 31, 2023 (3,670 ) Unrealized losses on derivative liabilities, net (350 ) Balance at June 30, 2023 $ (4,020 ) |
Fair Value, by Balance Sheet Grouping [Table Text Block] | Investments at Fair Value as of June 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets Certificates of Deposit $ 17,500 $ - $ - $ 17,500 Total Assets $ 17,500 $ - $ - $ 17,500 Liabilities Contingent consideration liabilities $ - $ - $ 1,450 $ 1,450 Derivative liabilities $ - $ - $ 2,570 $ 2,570 Total Liabilities $ - $ - $ 4,020 $ 4,020 |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Feb. 02, 2023 | Feb. 01, 2023 | Nov. 09, 2022 | Jan. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Net Income (Loss) Attributable to Parent | $ (7,064,000) | $ (10,691,000) | $ (5,483,000) | $ (5,912,000) | $ (17,755,000) | $ (11,395,000) | |||||
Working Capital | 17,400,000 | 17,400,000 | |||||||||
Net Cash Provided by (Used in) Operating Activities | (9,871,000) | (7,550,000) | |||||||||
Gain (Loss) on Extinguishment of Debt | (5,331,000) | 0 | |||||||||
Repayments of Long-Term Debt | $ 15,000,000 | 15,088,000 | $ 69,000 | ||||||||
Dividends Payable, Current | 1,288,000 | 1,288,000 | $ 1,288,000 | ||||||||
ATEC Acquisition [Member] | |||||||||||
Business Combination, Consideration Transferred | $ 2,200,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Dividends Payable, Current | 1,290,000 | 1,290,000 | |||||||||
First Amended Credit Agreement 1 [Member] | |||||||||||
Repayments of Debt | $ 15,000,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 4.80 | ||||||||||
First Amended Credit Agreement 1 [Member] | Maximum [Member] | |||||||||||
Debt Conversion, Original Debt, Amount | $ 15,000,000 | ||||||||||
Senior Secured Debt [Member] | |||||||||||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 891,000 | ||||||||||
Paid-in-Kind Interest, Payable | $ 435,000 | $ 435,000 | |||||||||
Private Placement [Member] | Direct Offering [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 10,500,000 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 3.84 | ||||||||||
Proceeds from Issuance of Common Stock, Gross | $ 40,320,000 | ||||||||||
Proceeds from Issuance of Common Stock, Net | $ 38,500,000 |
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, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents | $ 19,237 | $ 9,997 | $ 13,239 | |
Restricted Cash | 1,288 | 1,288 | 1,288 | |
Long Term Restricted Cash | 134 | 2,497 | 5,050 | |
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows | $ 20,659 | $ 13,782 | $ 19,577 | $ 19,856 |
Note 2 - Reportable Segments (D
Note 2 - Reportable Segments (Details Textual) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Number of Reportable Segments | 2 | |||
Revenues | $ 809 | $ 185 | $ 939 | $ 328 |
Intersegment Eliminations [Member] | ||||
Revenues | (311) | |||
Gross Profit | $ 102 |
Note 2 - Reportable Segments -
Note 2 - Reportable Segments - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | $ 809 | $ 185 | $ 939 | $ 328 |
Cost of sales | 768 | 0 | 790 | 0 |
General and administrative | 5,320 | 3,405 | 9,251 | 7,211 |
Depreciation | 305 | 172 | 634 | 293 |
Total costs and expenses | 6,393 | 3,577 | 10,675 | 7,504 |
Operating loss | (5,584) | $ (3,392) | (9,736) | $ (7,176) |
Water and Land Resources [Member] | ||||
Revenues | 379 | 509 | ||
Cost of sales | 432 | 454 | ||
General and administrative | 5,232 | 8,999 | ||
Depreciation | 271 | 549 | ||
Total costs and expenses | 5,935 | 10,002 | ||
Operating loss | (5,556) | (9,493) | ||
Water Treatment [Member] | ||||
Revenues | 430 | 430 | ||
Cost of sales | 336 | 336 | ||
General and administrative | 88 | 252 | ||
Depreciation | 34 | 85 | ||
Total costs and expenses | 458 | 673 | ||
Operating loss | $ (28) | $ (243) |
Note 2 - Reportable Segments _2
Note 2 - Reportable Segments - Assets by Operating Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | $ 120,857 | $ 110,787 |
Water and Land Resources [Member] | ||
Assets | 116,497 | 107,439 |
Water Treatment [Member] | ||
Assets | $ 4,360 | $ 3,348 |
Note 2 - Reportable Segments _3
Note 2 - Reportable Segments - Goodwill by Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill | $ 5,714 | $ 5,714 |
Water and Land Resources [Member] | ||
Goodwill | 3,813 | 3,813 |
Water Treatment [Member] | ||
Goodwill | $ 1,901 | $ 1,901 |
Note 2 - Reportable Segments _4
Note 2 - Reportable Segments - Property, Plant, Equipment and Water Programs (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, plant, and equipment, net | $ 85,439 | $ 84,138 |
Water and Land Resources [Member] | ||
Property, plant, and equipment | 94,029 | 92,110 |
Less accumulated depreciation | (8,690) | (8,141) |
Property, plant, and equipment, net | 85,339 | 83,969 |
Water Treatment [Member] | ||
Property, plant, and equipment | 180 | 169 |
Less accumulated depreciation | (80) | |
Property, plant, and equipment, net | 100 | 169 |
Land and Land Improvements [Member] | Water and Land Resources [Member] | ||
Property, plant, and equipment | 32,110 | 30,579 |
Water Programs [Member] | Water and Land Resources [Member] | ||
Property, plant, and equipment | 29,498 | 29,210 |
Pipelines [Member] | Water and Land Resources [Member] | ||
Property, plant, and equipment | 22,093 | 22,091 |
Building [Member] | Water and Land Resources [Member] | ||
Property, plant, and equipment | 1,715 | 1,715 |
Leasehold Improvements, Furniture, Fixtures [Member] | Water and Land Resources [Member] | ||
Property, plant, and equipment | 1,606 | 1,606 |
Leasehold Improvements, Furniture, Fixtures [Member] | Water Treatment [Member] | ||
Property, plant, and equipment | 4 | 3 |
Machinery and Equipment [Member] | Water and Land Resources [Member] | ||
Property, plant, and equipment | 3,478 | 3,229 |
Machinery and Equipment [Member] | Water Treatment [Member] | ||
Property, plant, and equipment | 176 | 166 |
Construction in Progress [Member] | Water and Land Resources [Member] | ||
Property, plant, and equipment | $ 3,529 | $ 3,680 |
Note 3 - Long-term Debt (Detail
Note 3 - Long-term Debt (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 02, 2023 | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 29, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Derivative Liability | $ 2,570 | $ 2,570 | $ 0 | |||||||
Preferred Stock, Dividend Rate, Percentage | 8.875% | 8.875% | 8.875% | 8.875% | ||||||
Warrants Issued to Lenders [Member] | ||||||||||
Class of Warrant or Right, Issued During Period (in shares) | 2 | |||||||||
A Warrant [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 500,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 17.38 | |||||||||
Percentage of Closing Price Per Share of Common Stock | 120% | |||||||||
B Warrant [Member] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 21.72 | |||||||||
Percentage of Closing Price Per Share of Common Stock | 150% | |||||||||
Warrants and Rights Outstanding, Term (Day) | 180 days | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.875% | 8.875% | 8.875% | 8.875% | 8.875% | |||||
Depository Shares [Member] | ||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 25 | $ 25 | ||||||||
Conversion Option on Debt [Member] | ||||||||||
Derivative Liability | $ 2,400 | |||||||||
Unrealized Gain (Loss) on Derivatives | $ (350) | $ (220) | ||||||||
New Loan [Member] | ||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||
Repayments of Debt | 15,000 | |||||||||
Debt Instrument, Convertible, Maximum Amount | $ 15,000 | |||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 4.80 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | |||||||||
Debt Instrument, Principal Amount with Interest Paid in Cash | $ 20,000 | |||||||||
Debt Instrument, Principal Amount with Interest Paid in Kind | 15,000 | |||||||||
Debt Instrument, Unamortized Discount | 2 | |||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 980,000 | |||||||||
New Loan [Member] | Repayment After Eighteen-months of the Closing Date [Member] | ||||||||||
Debt Instrument, Repayment Fee Percentage | 4% | |||||||||
New Loan [Member] | Repayment After Thirty-months of the Closing Date [Member] | ||||||||||
Debt Instrument, Repayment Fee Percentage | 6% | |||||||||
New Loan [Member] | Issuance After One Year of the Closing Date [Member] | ||||||||||
Debt Instrument, Prepay Amount, Percentage of the Cash Proceeds Received | 75% | |||||||||
New Loan [Member] | After 24-months Anniversary of the Closing of the Debt [Member] | ||||||||||
Debt Instrument, Percentage of Principal Exchanged into Depositary Receipts | 100% |
Note 4 - Stock-based Compensa_2
Note 4 - Stock-based Compensation Plans (Details Textual) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Mar. 01, 2023 shares | Jan. 03, 2023 shares | Feb. 04, 2022 $ / shares shares | Jul. 01, 2021 USD ($) | Jul. 31, 2022 shares | Apr. 30, 2021 shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 shares | Jul. 10, 2019 shares | |
Share-based Payment Arrangement, Expense | $ | $ 489,000 | $ 856,000 | ||||||||
Water Supply Agreement, Number of Acre-feet of Water Per Annum To Customer | 9,500 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares) | 170,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | Vesting Upon Completion of Final Binding Water Supply Agreement [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares) | 85,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | Vesting on March 1, 2023 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares) | 85,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 825,000 | |||||||||
Milestone RSUs [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 510,000 | |||||||||
Milestone RSUs [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 255,000 | |||||||||
Milestone RSUs [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 255,000 | |||||||||
Non-milestone Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 315,000 | |||||||||
Non-milestone Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 60,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 60,000 | |||||||||
Non-milestone Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) | 158,673 | 158,673 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 255,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 255,000 | |||||||||
Performance Stock Units [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 450,000 | |||||||||
Performance Stock Units [Member] | Vesting Upon Price Hurdle of $7 Per Share [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 200,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) | $ / shares | $ 7 | |||||||||
Performance Stock Units [Member] | Vesting Upon Price Hurdle of $9 Per Share [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 150,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) | $ / shares | $ 9 | |||||||||
Performance Stock Units [Member] | Vesting Upon Price Hurdle of $11 Per Share [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 50,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) | $ / shares | $ 11 | |||||||||
Performance Stock Units [Member] | Vesting Upon Price Hurdle of $13 Per Share [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 50,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) | $ / shares | $ 13 | |||||||||
Two Thousand Nineteen Equity Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 2,700,000 | |||||||||
Two Thousand Nineteen Equity Incentive Plan [Member] | Outside Director [Member] | Accrues Yearly [Member] | ||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ | $ 75,000 | |||||||||
Share-based Payment Arrangement, Expense | $ | 25,000 | |||||||||
Two Thousand Nineteen Equity Incentive Plan [Member] | Outside Director [Member] | Accrues Quarterly [Member] | ||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ | 18,750 | |||||||||
Share-based Payment Arrangement, Expense | $ | $ 6,250 | |||||||||
Two Thousand Nineteen Equity Incentive Plan [Member] | Directors, Consultants and Employees [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) | 1,908,249 | |||||||||
Two Thousand Nineteen Equity Incentive Plan [Member] | Director [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) | 46,744 |
Note 5 - Income Taxes (Details
Note 5 - Income Taxes (Details Textual) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Deferred Tax Assets, Net, Total | $ 0 |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |
Operating Loss Carryforwards | $ 342,000 |
Open Tax Year | 2019 2020 2021 2022 |
Open Tax Period (Year) | 3 years |
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member] | |
Operating Loss Carryforwards | $ 296,000 |
Open Tax Year | 2018 2019 2020 2021 2022 |
Open Tax Period (Year) | 4 years |
Note 6 - Net Loss Per Common _2
Note 6 - Net Loss Per Common Share (Details Textual) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 5,029,000 | 1,533,000 | 5,029,000 | 1,533,000 |
Note 7 - Leases & Property, P_2
Note 7 - Leases & Property, Plant, Equipment and Water Programs (Details Textual) | 6 Months Ended | |||
Feb. 29, 2016 USD ($) a | Jun. 30, 2023 USD ($) a | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Depreciation | $ 634,000 | $ 293,000 | ||
Property Related to Development of Alfalfa [Member] | ||||
Construction in Progress, Gross | $ 1,501,000 | |||
Area of Land (Acre) | a | 150 | |||
Land Improvements, Buildings, Leasehold Improvements, Machinery and Equipment and Furniture and Fixtures [Member] | ||||
Depreciation | $ 634,000 | $ 293,000 | ||
Fenner Valley Farms LLC Lease Agreement [Member] | ||||
Lessor, Operating Lease, Term of Contract (Year) | 99 years | |||
Area of Real Estate Property (Acre) | a | 2,100 | |||
Long-term Debt, Total | $ 12,000,000 | |||
Lessor, Operating Lease, Payment to be Received, Year One | $ 420,000 | |||
Minimum [Member] | ||||
Lessee, Operating Lease, Remaining Lease Term (Month) | 1 month | |||
Maximum [Member] | ||||
Lessee, Operating Lease, Remaining Lease Term (Month) | 40 months |
Note 8 - Fair Value Measureme_3
Note 8 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Business Combination, Contingent Consideration, Liability, Total | $ 1,450 | |
ATEC Acquisition [Member] | ||
Business Combination, Contingent Consideration, Liability, Total | $ 1,450 | $ 1,450 |
Note 8 - Fair Value Measureme_4
Note 8 - Fair Value Measurements - Level 1 Assets (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Balance | $ 17,500 |
Fair Value, Inputs, Level 1 [Member] | |
Balance | 0 |
Balance | 17,500 |
Fair Value, Inputs, Level 1 [Member] | Certificates of Deposit [Member] | |
Investments in Certificates of Deposit | $ 17,500 |
Note 8 - Fair Value Measureme_5
Note 8 - Fair Value Measurements - Level 3 Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Balance | $ (3,670) | $ (1,450) |
Derivative liabilities | 2,350 | |
Unrealized gains on derivative liabilities, net | (350) | 130 |
Balance | $ (4,020) | $ (3,670) |
Note 8 - Fair Value Measureme_6
Note 8 - Fair Value Measurements - Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Certificates of Deposit | $ 17,500 | |
Total Assets | 17,500 | |
Contingent consideration liabilities | 1,450 | |
Derivative liabilities | 2,570 | $ 0 |
Total Liabilities | 4,020 | |
Fair Value, Inputs, Level 1 [Member] | ||
Certificates of Deposit | 17,500 | |
Total Assets | 17,500 | $ 0 |
Contingent consideration liabilities | 0 | |
Derivative liabilities | 0 | |
Total Liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Certificates of Deposit | 0 | |
Total Assets | 0 | |
Contingent consideration liabilities | 0 | |
Derivative liabilities | 0 | |
Total Liabilities | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Certificates of Deposit | 0 | |
Total Assets | 0 | |
Contingent consideration liabilities | 1,450 | |
Derivative liabilities | 2,570 | |
Total Liabilities | $ 4,020 |
Note 9 - Common and Preferred_2
Note 9 - Common and Preferred Stock (Details Textual) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||
Jul. 02, 2021 USD ($) $ / shares | Jul. 01, 2021 USD ($) $ / shares shares | Jun. 29, 2021 $ / shares shares | Mar. 05, 2020 shares | Jan. 31, 2013 shares | Jun. 30, 2023 $ / shares shares | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jul. 02, 2026 $ / shares | |
Common Stock, Shares Authorized (in shares) | 85,000,000 | 85,000,000 | 70,000,000 | 85,000,000 | ||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Common Stock, Shares, Issued (in shares) | 66,595,606 | 66,595,606 | 55,823,810 | 66,595,606 | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 400,000 | |||||||||||||
Percentage Of Projects Annual Capacity | 51% | |||||||||||||
Number of Milestones for Common Stock Issuance | 2 | |||||||||||||
Shares Payable Term From Date Earned (Year) | 3 years | |||||||||||||
Preferred Stock, Shares Issued, Total (in shares) | 329 | 329 | 329 | 329 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.875% | 8.875% | 8.875% | 8.875% | ||||||||||
Preferred Stock, Shares Authorized (in shares) | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Payments of Dividends | $ | $ 2,553,000 | $ 2,553,000 | $ 9,108,000 | |||||||||||
Common Stock, Shares, Outstanding (in shares) | 66,595,606 | 66,595,606 | 55,823,810 | 66,595,606 | ||||||||||
Preferred Stock, Shares Outstanding (in shares) | 329 | 329 | 329 | 329 | ||||||||||
Preferred Class A [Member] | ||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 405.05 | |||||||||||||
Series 1 Preferred Stock [Member] | ||||||||||||||
Conversion of Stock, Shares Converted (in shares) | 9,671 | |||||||||||||
Conversion of Stock, Shares Issued (in shares) | 3,917,235 | |||||||||||||
Preferred Stock, Shares Issued, Total (in shares) | 329 | |||||||||||||
Depository Shares [Member] | ||||||||||||||
Preferred Stock, Shares Per Depository Share (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ / shares | $ 25 | $ 25 | ||||||||||||
Preferred Stock, Liquidation Preference Per Share Per Year | 2.21875 | |||||||||||||
Dividends Payable, Amount Per Share (in dollars per share) | $ / shares | $ 0.56 | $ 0.56 | $ 0.56 | |||||||||||
Depository Shares [Member] | Sale Including Overallotment Option [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,000,000 | |||||||||||||
Sale Including Overallotment Option [Member] | Sale Including Overallotment Option [Member] | Maximum [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 300,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Shares Issued, Total (in shares) | 2,300 | 2,300 | 2,300 | 2,300 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.875% | 8.875% | 8.875% | 8.875% | 8.875% | |||||||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ | $ 54,000,000 | |||||||||||||
Preferred Stock, Shares Authorized (in shares) | 7,500 | 7,500 | 7,500 | 7,500 | 7,500 | |||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Preferred Stock, Liquidation Preference, Value | $ | $ 25,000 | |||||||||||||
Preferred Stock, Liquidation Preference Per Share Per Year | 2,218.75 | |||||||||||||
Dividends Payable, Amount Per Share (in dollars per share) | $ / shares | $ 560 | $ 560 | $ 560 | |||||||||||
Conversion of Stock, Shares Cap (in shares) | 3,748.13 | |||||||||||||
Preferred Stock, Shares Outstanding (in shares) | 2,300 | 2,300 | 2,300 | 2,300 | ||||||||||
Conversion of Convertible Senior Notes 2020 into Preferred Stock [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 10,000 | |||||||||||||
Shares Earned Upon The Signing Of Binding Agreements [Member] | ||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 100,000 | |||||||||||||
Shares Earned Upon The Commencement Of Construction [Member] | ||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 100,000 | |||||||||||||
Forecast [Member] | Depository Shares [Member] | ||||||||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares | $ 25 | |||||||||||||
Forecast [Member] | Series A Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares | $ 25,000 | |||||||||||||
Upon Change of Control [Member] | Depository Shares [Member] | ||||||||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares | $ 25 | |||||||||||||
Upon Change of Control [Member] | Series A Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares | $ 25,000 |
Note 10 - Commitments and Con_2
Note 10 - Commitments and Contingencies (Details Textual) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Business Combination, Contingent Consideration, Liability, Total | $ 1,450,000 | ||
ATEC Acquisition [Member] | |||
Business Combination, Contingent Consideration, Liability, Total | 1,450,000 | $ 1,450,000 | |
Water Project [Member] | |||
Deferred Revenue, Total | $ 750,000 | $ 750,000 |