DELAWARE
|
77-0313235
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
550 S. Hope Street, Suite 2850
|
|
Los Angeles, CA
|
90071
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
CDZI
|
The NASDAQ Global Market
|
•
|
Between 2010 and 2011, six Southern California water providers executed option agreements to participate in the new Water Project. Under our lease agreement, the ARZC also reserved water from the Water Project to further a variety of
critical railroad purposes.
|
•
|
In 2011, an environmental review and permitting process for the Water Project was commenced in accordance with the California Environmental Quality Act (CEQA) led by Santa Margarita Water District (“SMWD”), one of the Project
participants.
|
•
|
After an extensive public review process as required by CEQA, the SMWD Board of Directors certified the Final Environmental Impact Report (“FEIR”) on July 31, 2012 and became the first participating agency to convert its option agreement
to a Water Purchase and Sale Agreement for firm supplies from the Water Project.
|
•
|
On October 1, 2012, San Bernardino County (“County”), a Responsible Agency under CEQA, also adopted CEQA findings and approved the Project’s Groundwater Monitoring, Management and Mitigation Plan (‘GMMMP” or “Plan”) and the withdrawal of
50,000 acre-feet (AF) of water per year for 50 years.
|
•
|
These foundational approvals were challenged in State Court in lawsuits brought by parties seeking a reconsideration of the environmental documents and limitation of the Project approvals granted by SMWD and the County. After four years
of review, the Courts upheld the Project’s permits and approvals in their entirety in 2016. As a result, our permits to capture and conserve 2.5 million acre-feet of groundwater over 50 years under the terms of the groundwater management
plan have been sustained and are fully vested under applicable law.
|
•
|
In October 2015, the BLM California office issued a guidance opinion that reversed its 2009 conclusion and summarized that the Project would be required to apply for a new right-of-way permit to construct its conveyance pipeline along
the ARZC railroad line. The Company, the ARZC, Water Project participants, Water Project supporters, members of Congress, the railroad industry and third parties that utilize railroad rights-of-way to protect the environment and co-locate
infrastructure across the country voiced concern about the guidance opinion via letters, statements and meetings with the BLM. In October 2017, the BLM withdrew its October 2015 letter and concluded that the Project is within the scope of
the ARZC ROW and therefore required nothing further from the BLM to construct the conveyance pipeline within the ARZC ROW.
|
•
|
In 2018, the aforementioned petitioners in the CEQA lawsuits challenged the BLM’s October 2017 evaluation of the Project’s use of the ARZC in U.S. Federal Court. In 2019, the Court remanded the 2017 evaluation back to BLM for additional
detail supporting its determination.
|
•
|
In 2019, the Fenner Valley Water Authority (“FVWA”) on behalf of SMWD adopted an Addendum to the Project’s FEIR addressing updates to the Project proposal, including its water treatment program, pipeline route and scientific studies published since the initial approval. The Addendum concluded that there were no significant adverse
impacts associated with the minor changes identified.
|
•
|
In February 2020, the BLM issued a new evaluation responsive to the Court that supplemented and reaffirmed that the Cadiz Water Project’s proposed use of the ARZC right-of-way for its conveyance
pipeline and related railroad improvements furthered a railroad purpose and is within the scope of the right-of-way.
|
•
|
High-yield wells designed to efficiently recover available native groundwater at the Water Project area;
|
•
|
A water conveyance pipeline to deliver water from the well-field to Project participants;
|
•
|
An energy source to provide power to the well-field, pipeline and pumping facilities; and
|
•
|
A water treatment facility at the wellfield to meet anticipated water quality requirements set by the operator of the CRA.
|
•
|
Facilities to pump water through the conveyance pipeline from the CRA to the Water Project well-field and/or through our pipeline from Barstow, CA, to our Cadiz Valley property; and
|
•
|
Spreading basins, which are shallow settling ponds that will be configured to efficiently percolate water from the ground surface down to the water table using subsurface storage capacity for the storage of water.
|
a.
|
Southern Route
|
(i)
|
arrangements with the US Bureau of Land Management (“BLM”) to construct a 43-mile water conveyance pipeline within a portion of the Arizona & California Railroad Company (“ARZC”) right-of-way that intersects with the CRA (“Southern
Pipeline”);
|
(ii)
|
an agreement for moving water supplies in the CRA with Metropolitan Water District of Southern California (“Metropolitan”), which owns and controls the CRA; and
|
(iii)
|
a review and finding by the California State Lands Commission of an application filed under newly established Water Code Section 1815 that conveying water in the CRA will not adversely affect the desert environment.
|
i.
|
BLM Approval of Southern Pipeline
|
ii.
|
Aqueduct Transportation via MWD
|
iii.
|
State Lands Commission Review under Water Code Section 1815
|
b.
|
Northern Pipeline
|
•
|
developments involving the execution of our business plan;
|
•
|
disclosure of any adverse results in litigation;
|
•
|
regulatory developments affecting our ability to develop our properties;
|
•
|
the dilutive effect or perceived dilutive effect of additional debt or equity financings;
|
•
|
perceptions in the marketplace of our company and the industry in which we operate; and
|
•
|
general economic, political and market conditions.
|
|
High
|
Low
|
||||||
Quarter Ended
|
Sales Price
|
Sales Price
|
||||||
|
||||||||
2018:
|
||||||||
March 31
|
$
|
13.70
|
$
|
13.05
|
||||
June 30
|
$
|
13.25
|
$
|
12.95
|
||||
September 30
|
$
|
11.15
|
$
|
10.50
|
||||
December 31
|
$
|
10.45
|
$
|
10.11
|
||||
2019:
|
||||||||
March 31
|
$
|
9.77
|
$
|
9.53
|
||||
June 30
|
$
|
11.39
|
$
|
10.88
|
||||
September 30
|
$
|
12.70
|
$
|
12.17
|
||||
December 31
|
$
|
11.07
|
$
|
10.94
|
•
|
High-yield wells designed to efficiently recover available native groundwater at the Water Project area;
|
•
|
A water conveyance pipeline to deliver water from the well-field to Project participants;
|
•
|
An energy source to provide power to the well-field, pipeline and pumping facilities; and
|
•
|
A water treatment facility at the wellfield to meet anticipated water quality requirements set by the operator of the CRA.
|
•
|
Facilities to pump water through the conveyance pipeline from the CRA to the Water Project well-field and/or through our pipeline from Barstow, CA, to our Cadiz Valley property; and
|
•
|
Spreading basins, which are shallow settling ponds that will be configured to efficiently percolate water from the ground surface down to the water table using subsurface storage capacity for the storage of water.
|
a.
|
Southern Route
|
(i)
|
arrangements with the US Bureau of Land Management (“BLM”) to construct a 43-mile water conveyance pipeline within a portion of the Arizona & California Railroad Company (“ARZC”) right-of-way that intersects with the CRA (Southern
Pipeline”);
|
(ii)
|
an agreement for moving water supplies in the CRA with Metropolitan Water District of Southern California (“Metropolitan”), which owns and controls the CRA; and
|
(iii)
|
a review and finding by the California State Lands Commission of an application filed under newly established Water Code Section 1815 that conveying water in the CRA will not adversely affect the desert environment.
|
i.
|
BLM Approval of Southern Pipeline
|
ii.
|
Aqueduct Transportation via MWD
|
iii.
|
State Lands Commission Review under Water Code Section 1815
|
b.
|
Northern Pipeline
|
|
Year Ended
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Interest on outstanding debt
|
$
|
13,097
|
$
|
12,594
|
||||
Unrealized gains on warrants
|
-
|
(1,522
|
)
|
|||||
Amortization of debt discount
|
3,894
|
4,095
|
||||||
Amortization of deferred loan costs
|
81
|
103
|
||||||
|
$
|
17,072
|
$
|
15,270
|
|
1. |
Financial Statement. See Index to Consolidated Financial Statements.
|
***
|
2. |
Financial Statement Schedule. See Index to Consolidated Financial Statements.
|
|
3. |
Exhibits.
|
*
|
3.2 |
†** | 10.5 |
†** | 10.6 |
|
101.INS |
XBRL Instance Documents
|
|
101.SCH |
XBRL Taxonomy Extension Schema
|
|
101.CAL |
XBRL Taxonomy Extension Calculation
|
|
101.DEF |
XBRL Extension Definition
|
|
101.LAB |
XBRL Taxonomy Extension Label
|
|
101.PRE |
XBRL Taxonomy Extension Presentation
|
|
CADIZ INC.
|
|
By:
|
/s/ Scott S. Slater
|
Scott S. Slater,
|
|
Chief Executive Officer
|
|
Date:
|
March 13, 2020
|
Name and Position
|
Date
|
/s/ Keith Brackpool
|
March 13, 2020
|
Keith Brackpool, Chairman
|
|
|
|
/s/ Scott S. Slater
|
March 13, 2020
|
Scott S. Slater, Chief Executive Officer, President and Director
(Principal Executive Officer)
|
|
|
|
/s/ Timothy J. Shaheen
|
March 13, 2020
|
Timothy J. Shaheen, Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ Maria Echaveste
|
March 13, 2020
|
Maria Echaveste, Director
|
|
|
|
/s/ Geoffrey T. Grant
|
March 13, 2020
|
Geoffrey T. Grant, Director
|
|
|
|
/s/ Winston H. Hickox
|
March 13, 2020
|
Winston H. Hickox, Director
|
|
|
|
/s/ Murray H. Hutchison
|
March 13, 2020
|
Murray H. Hutchison, Director
|
|
|
|
/s/ Stephen E. Courter
|
March 13, 2020
|
Stephen E. Courter, Director
|
|
|
|
/s/ Richard Nevins
|
March 13, 2020
|
Richard Nevins, Director
|
|
|
|
/s/ Carolyn Webb de Macias
|
March 13, 2020
|
Carolyn Webb de Macias, Director
|
Page
|
|
F-2
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8
|
|
December 31,
|
||||||||
(In thousands, except per share data)
|
2019
|
2018
|
||||||
|
||||||||
Total revenues (rental income)
|
$
|
441
|
$
|
440
|
||||
|
||||||||
Costs and expenses:
|
||||||||
General and administrative
|
12,165
|
11,402
|
||||||
Depreciation
|
265
|
258
|
||||||
|
||||||||
Total costs and expenses
|
12,430
|
11,660
|
||||||
|
||||||||
Operating loss
|
(11,989
|
)
|
(11,220
|
)
|
||||
Interest expense
|
(17,072
|
)
|
(15,270
|
)
|
||||
Interest income
|
226
|
223
|
||||||
Debt conversion expense
|
(197
|
)
|
-
|
|||||
Loss before income taxes
|
(29,032
|
)
|
(26,267
|
)
|
||||
Income tax expense
|
(6
|
)
|
(6
|
)
|
||||
Loss from equity-method investments
|
(490
|
)
|
-
|
|||||
|
||||||||
Net loss and comprehensive loss
|
$
|
(29,528
|
)
|
$
|
(26,273
|
)
|
||
|
||||||||
Basic and diluted net loss per share
|
$
|
(1.11
|
)
|
$
|
(1.09
|
)
|
||
|
||||||||
Weighted-average shares outstanding
|
26,549
|
23,998
|
||||||
|
|
December 31,
|
|||||||
($ in thousands, except per share data)
|
2019
|
2018
|
||||||
|
||||||||
ASSETS
|
||||||||
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
15,682
|
$
|
12,558
|
||||
Accounts receivable
|
49
|
38
|
||||||
Prepaid expenses and other
|
386
|
408
|
||||||
Total current assets
|
16,117
|
13,004
|
||||||
|
||||||||
Property, plant, equipment and water programs, net
|
49,947
|
46,619
|
||||||
Long-term deposit/prepaid expenses
|
2,000
|
2,000
|
||||||
Equity-method investments
|
729
|
-
|
||||||
Goodwill
|
3,813
|
3,813
|
||||||
Other assets
|
4,118
|
3,873
|
||||||
|
||||||||
Total assets
|
$
|
76,724
|
$
|
69,309
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
194
|
$
|
225
|
||||
Accrued liabilities
|
4,536
|
2,070
|
||||||
Current portion of long-term debt
|
31
|
59
|
||||||
Warrant liabilities
|
-
|
865
|
||||||
Other liabilities
|
44
|
923
|
||||||
|
||||||||
Total current liabilities
|
4,805
|
4,142
|
||||||
|
||||||||
Long-term debt
|
137,565
|
136,246
|
||||||
Long-term lease obligations with related party, net
|
15,707 | 14,411 | ||||||
Deferred revenue
|
750
|
750
|
||||||
Other long-term liabilities
|
15
|
-
|
||||||
|
||||||||
Total liabilities
|
158,842
|
155,549
|
||||||
|
||||||||
Commitments and contingencies (Note 11)
|
||||||||
|
||||||||
Stockholders' deficit:
|
||||||||
Common stock - $0.01 par value; 70,000,000 shares authorized; shares issued and outstanding: 28,480,567 at December 31, 2019, and 24,654,911 at December 31, 2018
|
285
|
247
|
||||||
|
||||||||
Additional paid-in capital
|
419,194
|
383,521
|
||||||
Accumulated deficit
|
(501,597
|
)
|
(470,008
|
)
|
||||
Total stockholders' deficit
|
(82,118
|
)
|
(86,240
|
)
|
||||
|
||||||||
Total liabilities and stockholders' deficit
|
$
|
76,724
|
$
|
69,309
|
Year Ended December 31,
|
||||||||
($ in thousands)
|
2019
|
2018
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(29,528
|
)
|
$
|
(26,273
|
)
|
||
Adjustments to reconcile net loss to net cash used for operating activities:
|
||||||||
Depreciation
|
265
|
258
|
||||||
Unrealized gain on warrant derivative liabilities
|
-
|
(1,522
|
)
|
|||||
Amortization of deferred loan costs
|
81
|
103
|
||||||
Amortization of debt discount
|
3,856
|
3,920
|
||||||
Interest expense added to loan principal
|
10,031
|
9,767
|
||||||
Interest expense added to lease liability
|
1,272
|
1,111
|
||||||
Loss on equity method investments
|
490
|
-
|
||||||
Loss on debt conversions
|
38
|
175
|
||||||
Debt conversion expense
|
197
|
-
|
||||||
Compensation charge for stock awards and share options
|
562
|
473
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(11
|
)
|
(2
|
)
|
||||
Prepaid expenses and other current assets
|
22
|
3
|
||||||
Other assets
|
(186
|
)
|
73
|
|||||
Accounts payable
|
(68
|
)
|
(98
|
)
|
||||
Accrued and other liabilities
|
(729
|
)
|
(181
|
)
|
||||
|
||||||||
Net cash used for operating activities
|
(13,708
|
)
|
(12,193
|
)
|
||||
|
||||||||
Cash flows from investing activities:
|
||||||||
Additions to long-term deposit
|
-
|
(2,000
|
)
|
|||||
Contributions and advances to equity-method investments
|
(904
|
)
|
-
|
|||||
Additions to property, plant and equipment
|
(1,599
|
)
|
(1,726
|
)
|
||||
|
||||||||
Net cash used for investing activities
|
(2,503
|
)
|
(3,726
|
)
|
||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Net proceeds from issuance of common stock
|
19,395
|
15,503
|
||||||
Principal payments on long-term debt
|
(59
|
)
|
(56
|
)
|
||||
Net cash provided by financing activities
|
19,336
|
15,447
|
||||||
|
||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
3,125
|
(472
|
)
|
|||||
|
||||||||
Cash and cash equivalents and restricted cash, beginning of period
|
12,691
|
13,163
|
||||||
|
||||||||
Cash and cash equivalents and restricted cash, end of period
|
$
|
15,816
|
$
|
12,691
|
Additional
|
Total
|
|||||||||||||||||||
|
Common Stock
|
Paid-in
|
Accumulated
|
Stockholders’
|
||||||||||||||||
($ in thousands)
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||
|
||||||||||||||||||||
Balance as of December 31, 2017
|
22,987,434
|
$
|
230
|
$
|
364,806
|
$
|
(443,735
|
)
|
$
|
(78,699
|
)
|
|||||||||
Issuance of shares pursuant to ATM offerings
|
1,256,824
|
13
|
15,490
|
-
|
15,503
|
|||||||||||||||
Issuance of shares pursuant to bond conversions
|
376,463
|
4
|
2,752
|
-
|
2,756
|
|||||||||||||||
Stock compensation expense
|
34,190
|
-
|
473
|
-
|
473
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(26,273
|
)
|
(26,273
|
)
|
|||||||||||||
Balance as of December 31, 2018
|
24,654,911
|
247
|
383,521
|
(470,008
|
)
|
(86,240
|
)
|
|||||||||||||
Issuance of shares pursuant to ATM offerings
|
1,863,072
|
19
|
19,376
|
-
|
19,395
|
|||||||||||||||
Issuance of shares pursuant to bond conversions
|
1,918,444
|
19
|
12,809
|
-
|
12,828
|
|||||||||||||||
Reclassification of warrant liability to additional paid-in capital(1)
|
-
|
-
|
2,896
|
(2,031
|
)
|
865
|
||||||||||||||
Impact of warrant down-round feature
|
-
|
-
|
30
|
(30
|
)
|
-
|
||||||||||||||
Stock compensation expense
|
44,140
|
-
|
562
|
-
|
562
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(29,528
|
)
|
(29,528
|
)
|
|||||||||||||
Balance as of December 31, 2019
|
28,480,567
|
$
|
285
|
$
|
419,194
|
$
|
(501,597
|
)
|
$
|
(82,118
|
)
|
|||||||||
(1)
|
A cumulative effect adjustment of $2,031 thousand was recognized as of January 1, 2019, upon adoption of ASU 2017-11.
|
Cash, Cash Equivalents and Restricted Cash
|
December 31, 2019
|
December 31, 2018
|
||||||
(in thousands)
|
||||||||
Cash and Cash Equivalents
|
$
|
15,682
|
$
|
12,558
|
||||
Restricted Cash included in Other Assets
|
134
|
133
|
||||||
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows
|
$
|
15,816
|
$
|
12,691
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Land and land improvements
|
$
|
25,064
|
$
|
25,064
|
||||
Water programs
|
27,127
|
23,812
|
||||||
Buildings
|
1,576
|
1,572
|
||||||
Leasehold improvements
|
570
|
570
|
||||||
Furniture and fixtures
|
461
|
461
|
||||||
Machinery and equipment
|
1,543
|
1,422
|
||||||
Construction in progress
|
299
|
146
|
||||||
|
56,640
|
53,047
|
||||||
Less accumulated depreciation
|
(6,693
|
)
|
(6,428
|
)
|
||||
|
||||||||
|
$
|
49,947
|
$
|
46,619
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Prepaid rent
|
$
|
3,925
|
$
|
3,740
|
||||
Right-of-use asset
|
59
|
-
|
||||||
Security deposits
|
134
|
133
|
||||||
|
$
|
4,118
|
$
|
3,873
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Payroll, bonus, and benefits
|
$
|
628
|
$
|
1,163
|
||||
Legal and consulting
|
510
|
405
|
||||||
Stock-based compensation
|
71
|
71
|
||||||
Well Development
|
1,038
|
-
|
||||||
Northern Pipeline Quality Test
|
1,868
|
-
|
||||||
Other accrued expenses
|
421
|
431
|
||||||
|
$
|
4,536
|
$
|
2,070
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Senior secured debt due May 25, 2021
Interest accrues at 8% per annum
|
$
|
72,341
|
$
|
67,401
|
||||
Convertible note instrument due March 5, 2020
Interest accrues at 7% per annum
|
65,514
|
73,158
|
||||||
Other loans
|
45
|
104
|
||||||
Debt discount and debt issuance costs, net of accumulated accretion
|
(304
|
)
|
(4,358
|
)
|
||||
Total outstanding long-term debt
|
137,596
|
136,305
|
||||||
Less current portion
|
31
|
59
|
||||||
Total outstanding debt
|
$
|
137,565
|
$
|
136,246
|
Year Ending December 31
|
($ in thousands)
|
|||
|
||||
2020
|
$
|
65,545
|
||
2021
|
72,355
|
|||
2022
|
-
|
|||
2023
|
-
|
|||
2024+
|
-
|
|||
Total
|
$
|
137,900
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Deferred tax assets:
|
||||||||
Net operating losses
|
$
|
70,202
|
$
|
65,852
|
||||
Fixed asset basis difference
|
4,547
|
4,551
|
||||||
Contributions carryover
|
30
|
32
|
||||||
Deferred compensation
|
1,098
|
1,073
|
||||||
Accrued liabilities
|
271
|
492
|
||||||
Total deferred tax assets
|
76,148
|
72,000
|
||||||
|
||||||||
Valuation allowance for deferred tax assets
|
(76,148
|
)
|
(72,000
|
)
|
||||
|
||||||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
|
Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
|
||||||||||||
Expected federal income tax benefit:
(2019 & 2018 at 21%; 2017 at 34%)
|
$
|
(6,200
|
)
|
$
|
(5,516
|
)
|
$
|
(11,477
|
)
|
|||
Loss with no tax benefit provided
|
2,508
|
4,175
|
8,156
|
|||||||||
State income tax
|
6
|
6
|
4
|
|||||||||
Expiring carryforwards
|
2,427
|
-
|
-
|
|||||||||
Non-deductible expenses and other
|
1,265
|
1,341
|
3,321
|
|||||||||
|
||||||||||||
Income tax expense
|
$
|
6
|
$
|
6
|
$
|
4
|
i.
|
100,000 shares earned upon the execution of the revised agreement, which was earned in 2013;
|
ii.
|
100,000 shares earned upon receipt by the Company of a final judicial order dismissing all legal challenges to the Final Environmental Impact Report for the Project, which was earned in 2016;
|
iii.
|
100,000 shares earned upon the signing of binding agreements for more than 51% of the Project’s annual capacity, which is not yet earned; and
|
iv.
|
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 Project, which is
not yet earned.
|
Average
|
Aggregate
|
|||||||||||||||
|
Weighted-
|
Remaining
|
Intrinsic
|
|||||||||||||
|
Average
|
Contractual
|
Value
|
|||||||||||||
|
Shares
|
Exercise Price
|
Term
|
($000’s)
|
||||||||||||
|
||||||||||||||||
Outstanding at January 1, 2018
|
507,500
|
$
|
11.66
|
2.3
|
$
|
3,934
|
||||||||||
Granted
|
-
|
$
|
-
|
|||||||||||||
Forfeited, Expired or canceled
|
15,000
|
$
|
11.75
|
$
|
100
|
|||||||||||
Exercised
|
-
|
$
|
-
|
|||||||||||||
|
||||||||||||||||
Outstanding at December 31, 2018
|
492,500
|
$
|
11.66
|
1.3
|
$
|
3,834
|
||||||||||
Granted
|
-
|
$
|
-
|
|||||||||||||
Forfeited, Expired or canceled
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Exercised
|
-
|
$
|
-
|
|||||||||||||
|
||||||||||||||||
Outstanding at December 31, 2019
|
492,500
|
(a)
|
$
|
11.66
|
0.3
|
$
|
3,834
|
|||||||||
|
||||||||||||||||
Options exercisable at December 31, 2019
|
492,500
|
$
|
11.66
|
0.3
|
$
|
3,834
|
||||||||||
|
||||||||||||||||
Weighted-average years of remaining contractual life of options outstanding at December 31, 2019
|
0.3
|
(a)
|
Exercise prices vary from $9.88 to $12.51, and expiration dates vary from January 2020 to December 2021.
|
|
Weighted-
|
|||||||
|
Average
|
|||||||
|
Grant-date
|
|||||||
|
Shares
|
Fair Value
|
||||||
|
||||||||
Nonvested at December 31, 2017
|
8,694
|
$
|
13.81
|
|||||
Granted
|
35,720
|
$
|
12.67
|
|||||
Forfeited or canceled
|
-
|
$
|
-
|
|||||
Vested
|
(34,190
|
)
|
$
|
12.94
|
||||
|
||||||||
Nonvested at December 31, 2018
|
10,224
|
$
|
12.71
|
|||||
Granted
|
49,228
|
$
|
10.76
|
|||||
Forfeited or canceled
|
-
|
$
|
-
|
|||||
Vested
|
(44,140
|
)
|
$
|
11.33
|
||||
|
||||||||
Nonvested at December 31, 2019
|
15,312
|
$
|
10.45
|
Activity
|
Balance Sheet Location
|
Balance
|
|||
ROU assets
|
Other assets
|
$
|
59
|
||
Short-term lease liability
|
Other liabilities
|
$
|
44
|
||
Long-term lease liability
|
Other long-term liabilities
|
$
|
15
|
2020
|
46
|
|||
2021
|
15
|
|||
Total lease payments
|
61
|
|||
Less: Imputed interest
|
(2
|
)
|
||
Present value of lease payments
|
59
|
|||
Less: current maturities of lease obligations
|
(44
|
)
|
||
Long-term lease obligations
|
$
|
15
|
Weighted Average Remaining Lease Term
|
||||
Operating leases
|
1 year
|
|||
Weighted Average Discount Rate
|
||||
Operating leases
|
6
|
%
|
Derivatives at Fair Value as of December 31, 2018
|
||||||||||||||||
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Warrant liabilities
|
-
|
-
|
(865
|
)
|
(865
|
)
|
||||||||||
Total warrant liabilities
|
$
|
-
|
$
|
-
|
$
|
(865
|
)
|
$
|
(865
|
)
|
Level 3 Liabilities
|
||||
(in thousands)
|
Warrant Liabilities
|
|||
Balance at January 1, 2018
|
$
|
2,387
|
||
Unrealized gains, net
|
(1,522
|
)
|
||
Balance at December 31, 2018
|
$
|
865
|
||
Reclassification of warrant liability to additional paid-in capital upon adoption of ASU 2017-11
|
(865
|
)
|
||
Balance at December 31 ,2019
|
$
|
-
|
(in thousands, except per share data)
|
||||||||||||
|
Quarter Ended
|
|
||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
||||
|
2019
|
|
2019
|
|
2019
|
|
2019
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Revenues
|
$
|
109
|
|
$
|
111
|
|
$
|
110
|
|
$
|
111
|
|
Gross profit
|
109
|
111
|
110
|
111
|
||||||||
Operating loss
|
|
(2,881
|
)
|
|
(3,240
|
)
|
|
(2,956
|
)
|
|
(2,912
|
)
|
Net loss
|
|
(7,260
|
)
|
|
(7,476
|
)
|
|
(7,444
|
)
|
|
(7,348
|
)
|
Basic and diluted net loss per common share
|
$
|
(0.29
|
)
|
$
|
(0.28
|
)
|
$
|
(0.28
|
)
|
$
|
(0.27
|
)
|
|
||||||||||||
Quarter Ended
|
|
|||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
||||
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
108
|
|
$
|
109
|
|
$
|
112
|
|
$
|
111
|
|
Gross profit (loss)
|
108
|
109
|
112
|
111
|
||||||||
Operating loss
|
|
(2,486
|
)
|
|
(2,255
|
)
|
|
(2,488
|
)
|
|
(3,992
|
)
|
Net loss
|
|
(5,971
|
)
|
|
(6,032
|
)
|
|
(6,240
|
)
|
|
(8,030
|
)
|
Basic and diluted net loss per common share
|
$
|
(0.26
|
)
|
(0.25
|
)
|
$
|
(0.26
|
)
|
$
|
(0.33
|
)
|
•
|
prior to the date the interested stockholder obtained such status, the Board of Directors of the corporation approved either the business
combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction commenced; or
|
•
|
on or subsequent to such date, the business combination is approved by the Board of Directors of the corporation and authorized at an annual or
special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
/s/ Scott S. Slater
|
Scott S. Slater
|
Chief Executive Officer
|
/s/ Timothy J. Shaheen
|
Timothy J. Shaheen
|
Chief Financial Officer and Secretary
|
/s/ Scott S. Slater
|
Scott S. Slater
|
Chief Executive Officer
|
/s/ Timothy J. Shaheen
|
Timothy J. Shaheen
|
Chief Financial Officer and Secretary
|