form10q.htm
United
States
Securities
and Exchange Commission
Washington,
D. C. 20549
FORM
10-Q
(Mark
One)
[ √
] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the
quarterly period ended March 31, 2009
OR
[ ] Transition Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
for the transition period from ..... to .....
Commission
File Number 0-12114
Cadiz Inc.
(Exact
name of registrant specified in its charter)
|
DELAWARE
|
77-0313235
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
550
South Hope Street, Suite 2850
|
|
|
Los
Angeles, California
|
90071
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (213)
271-1600
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes √
No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).
Yes
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
___ Accelerated filer √ Non-accelerated
filer ___ Smaller Reporting Company ___
Indicate
by check mark whether the Registrant is a shell company (as defined in Exchange
Act Rule 12b-2).
Yes___ No √
As of May
4, 2009, the Registrant had 12,510,236 shares of common stock, par value $0.01
per share, outstanding.
|
|
|
For
the Three Months
|
|
|
|
|
Ended
March 31,
|
|
|
($
in thousands except per share data)
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
29 |
|
|
$ |
17 |
|
|
|
|
|
|
|
|
|
|
|
|
Costs
and expenses:
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
101 |
|
|
|
17 |
|
|
General and
administrative
|
|
|
2,052 |
|
|
|
3,928 |
|
|
Depreciation
|
|
|
86 |
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
costs and expenses
|
|
|
2,239 |
|
|
|
4,025 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
(2,210
|
) |
|
|
(4,008
|
) |
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
|
(1,184
|
) |
|
|
(970
|
) |
|
Other
(expense), net
|
|
|
(1,184
|
) |
|
|
(970
|
) |
|
|
|
|
|
|
|
|
|
|
|
Loss
before income taxes
|
|
|
(3,394
|
) |
|
|
(4,978
|
) |
|
Income
tax provision
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(3,395 |
) |
|
$ |
(4,979 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net
loss applicable to common stock
|
|
$ |
(3,395 |
) |
|
$ |
(4,979 |
) |
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted net loss per common share
|
|
$ |
(0.27 |
) |
|
$ |
(0.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average shares outstanding
|
|
|
12,510 |
|
|
|
11,957 |
|
| |
|
See
accompanying notes to the consolidated financial statements.
|
|
|
|
|
|
|
|
($
in thousands)
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
1,456 |
|
|
$ |
2,014 |
|
|
Short-term
investments
|
|
|
3,000 |
|
|
|
4,500 |
|
|
Accounts
receivable
|
|
|
39 |
|
|
|
66 |
|
|
Prepaid expenses and
other
|
|
|
674 |
|
|
|
507 |
|
|
|
|
|
|
|
|
|
|
|
|
Total current
assets
|
|
|
5,169 |
|
|
|
7,087 |
|
|
|
|
|
|
|
|
|
|
|
|
Property,
plant, equipment and water programs, net
|
|
|
35,755 |
|
|
|
35,784 |
|
|
Goodwill
|
|
|
3,813 |
|
|
|
3,813 |
|
|
Other
assets
|
|
|
706 |
|
|
|
728 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$ |
45,443 |
|
|
$ |
47,412 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
71 |
|
|
$ |
247 |
|
|
Accrued
liabilities
|
|
|
749 |
|
|
|
775 |
|
|
Current portion of long term
debt
|
|
|
25 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
845 |
|
|
|
1,031 |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
35,184 |
|
|
|
33,975 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
36,029 |
|
|
|
35,006 |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
|
|
|
Common
stock - $.01 par value; 70,000,000 shares authorized; shares issued and
outstanding - 12,510,236 at March 31, 2009 and 12,453,210 at December 31,
2008
|
|
|
126 |
|
|
|
125 |
|
|
Additional
paid-in capital
|
|
|
263,935 |
|
|
|
263,533 |
|
|
Accumulated
deficit
|
|
|
(254,647
|
) |
|
|
(251,252 |
) |
|
Total stockholders’
equity
|
|
|
9,414 |
|
|
|
12,406 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and
Stockholders’ equity
|
|
$ |
45,443 |
|
|
$ |
47,412 |
|
See
accompanying notes to the consolidated financial statements.
|
|
|
For
the Three Months
|
|
|
|
|
Ended
March 31,
|
|
|
($
in thousands except per share data)
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net loss
Adjustments to reconcile net loss
to
|
|
$ |
(3,395 |
) |
|
$ |
(4,979 |
) |
|
net cash used for operating
activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
86 |
|
|
|
84 |
|
|
Amortization of debt discount
& issuance costs
|
|
|
685 |
|
|
|
538 |
|
|
Interest expense added to loan
principal
|
|
|
516 |
|
|
|
485 |
|
|
Compensation charge for stock
awards and share options
Changes in operating assets and
liabilities:
|
|
|
403
|
|
|
|
1,705
|
|
|
Decrease (increase) in accounts
receivable
|
|
|
27 |
|
|
|
(11
|
) |
|
Decrease (increase) in prepaid
expenses and other
|
|
|
(167
|
) |
|
|
(533
|
) |
|
Increase (decrease) in accounts
payable
|
|
|
(176
|
) |
|
|
339 |
|
|
Increase (decrease) in accrued
liabilities
|
|
|
(26
|
) |
|
|
210 |
|
|
Net cash used for operating
activities
|
|
|
(2,047
|
) |
|
|
(2,162
|
) |
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from marketable
securities
|
|
|
1,500 |
|
|
|
- |
|
|
Additions to property, plant and
equipment
|
|
|
(57
|
) |
|
|
(60
|
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
investing activities
|
|
|
1,443 |
|
|
|
(60
|
) |
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of
long-term debt
|
|
|
48 |
|
|
|
- |
|
|
Principal payments on long-term
debt
|
|
|
(2
|
) |
|
|
(2
|
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
financing activities
|
|
|
46 |
|
|
|
(2
|
) |
|
|
|
|
|
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
|
|
(558
|
) |
|
|
(2,224
|
) |
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
|
2,014 |
|
|
|
8,921 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
$ |
1,456 |
|
|
$ |
6,697 |
|
See
accompanying notes to the consolidated financial statements.
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of December 31, 2008
|
|
|
12,453,210 |
|
|
$ |
125 |
|
|
$ |
263,533 |
|
|
$ |
(251,252 |
) |
|
$ |
12,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
awards
|
|
|
57,026 |
|
|
|
1 |
|
|
|
- |
|
|
|
- |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
based compensation expense
|
|
|
- |
|
|
|
- |
|
|
|
402 |
|
|
|
- |
|
|
|
402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,395 |
) |
|
|
(3,395 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of March 31, 2009
|
|
|
12,510,236 |
|
|
$ |
126 |
|
|
$ |
263,935 |
|
|
$ |
(254,647 |
) |
|
$ |
9,414 |
|
See
accompanying notes to the consolidated financial statements.
Cadiz
Inc.
Notes
To The Consolidated Financial Statements
The
Consolidated Financial Statements have been prepared by Cadiz Inc., sometimes
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 Form 10-K for the year ended December 31,
2008.
The
foregoing Consolidated Financial Statements include the accounts of the Company
and contain all adjustments, consisting only of normal recurring adjustments,
which the Company 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 be material to the financial statements. This quarterly report
on Form 10-Q should be read in conjunction with the Company’s Form 10-K for the
year ended December 31, 2008. The results of operations for the
three months ended March 31, 2009, are not necessarily indicative of results for
the entire fiscal year ending December 31, 2009.
Basis
of Presentation
The
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 $3.4 million for the three months ended March 31,
2009, and $5.0 million for the three months ended March 31, 2008. The
Company had working capital of $4.3 million at March 31, 2009, and used cash in
operations of $2.0 million for the three months ended March 31, 2009 and $2.2
million for the three months ended March 31, 2008. The first quarter
cash requirements are typically seasonally higher than those required for the
remaining quarters. Currently, the Company's sole focus is the development
of its land and water assets.
In June
2006, the Company raised $36.4 million through the private placement of a five
year zero coupon convertible term loan with Peloton Partners LLP (“Peloton”), as
administrative agent, and an affiliate of Peloton and another investor, as
lenders (the “Term Loan”). The proceeds of the new term loan were
partially used to repay the Company’s prior term loan facility with ING Capital
LLC (“ING”). On April 16, 2008, the Company was advised that
Peloton’s interest in the Term Loan had been assigned to an affiliate of Lampe,
Conway & Company LLC (“Lampe Conway”), and Lampe Conway subsequently
replaced Peloton as administrative agent of the loan.
In
September 2006, an additional $1.1 million was raised when certain holders of
warrants to purchase the Company’s common stock at $15.00 per share chose to
exercise the warrants and purchase 70,000 shares of common stock. A
further $5.0 million was raised in February 2007, when all remaining warrant
holders chose to exercise their rights to purchase 335,440 shares of the
Company’s common stock for $15.00 per share after receiving a termination notice
from the Company. In November and December 2008, the Company raised
an additional $5.2 million with a private placement of 165,000 Units at $31.50
per unit. Each unit consists of three (3) shares of the Company’s
common stock and two (2) stock purchase warrants.
The
Company’s current resources do not provide the capital necessary to fund a water
development project should the Company be required to do so. There is
no assurance that additional financing (public or private) will be available to
fund such projects on acceptable terms or at all. If the Company
issues additional equity or equity linked securities to raise funds, the
ownership percentage of the Company’s existing stockholders would be
reduced. New investors may demand rights, preferences or privileges
senior to those of existing holders of common stock.
The
proceeds remaining from our $5.2 million private placement in 2008 provide us
with sufficient funds to meet our expected capital needs for the next 12
months. During this period we will need to identify funding for our
2010 working capital needs. If we are unable to generate this from
our current development activities then we will need to seek additional debt or
equity financing in the capital markets. If the Company cannot raise
needed funds, it might be forced to make substantial reductions in its operating
expenses, which could adversely affect its ability to implement its current
business plan and ultimately its viability as a company.
Principles of
Consolidation
Effective
December 2003, the Company transferred substantially all of its assets (with the
exception of its office sublease, certain office furniture and equipment and any
Sun World related assets) to Cadiz Real Estate LLC, a Delaware limited liability
company (“Cadiz Real Estate”). The Company holds 100% of the equity
interests of Cadiz Real Estate, and therefore continues to hold 100% beneficial
ownership of the properties that it transferred to Cadiz Real
Estate. Because the transfer of the Company’s properties to Cadiz
Real Estate has no effect on its ultimate beneficial ownership of these
properties, the properties owned of record either by Cadiz Real Estate or by the
Company are treated as belonging to the Company.
Cash
and Cash Equivalents
The
Company considers all short-term deposits with an original maturity of three
months or less to be cash equivalents. The Company invests its excess
cash in deposits with major international banks, government agency notes and
short-term commercial paper and, therefore, bears minimal risk. Such
investments are stated at cost, which approximates fair value, and are
considered cash equivalents for purposes of reporting cash flows.
Short-Term
Investments
The Company considers all short-term
deposits with an original maturity greater than three months, but no greater
than one year, to be short-term investments. At March 31, 2009, the
Company was invested in a six month, $3 million deposit held with the
Certificate of Deposit Account Registry Service® which is FDIC insured and
matures in June 2009.
Recent
Accounting Pronouncements
Effective
January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements
(“SFAS 157”). Relative to SFAS No. 157, the FASB issued FASB
Staff Position (“FSP”) FASB Statements (“FAS”) 157-1, FAS 157-2 and FAS 157-3 in
2008. FSP FAS 157-1 amends SFAS No. 157 to exclude SFAS
No. 13, “Accounting for Leases,” and its related interpretive accounting
pronouncements that address leasing transactions. FSP FAS 157-2
delays the effective date of SFAS No. 157 to fiscal years beginning after
November 15, 2008 for all non-financial assets and non-financial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis. FSP FAS 157-3 clarifies how SFAS No.
157 should be applied when valuing securities in markets that are not
active. SFAS
157 defines fair value, establishes a framework for measuring fair value under
generally accepted accounting principles and enhances disclosures about fair
value measurements. Fair value is defined under SFAS 157 as the exchange price
that would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value under SFAS 157 must maximize the
use of observable inputs and minimize the use of unobservable inputs. The
standard describes how to measure fair value based on a three-level hierarchy of
inputs, of which the first two are considered observable and the last
unobservable.
|
●
|
Level
1 - Quoted prices in active markets for identical assets or
liabilities.
|
|
●
|
Level
2 - Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
|
|
●
|
Level
3 - Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets or
liabilities.
|
The
adoption of SFAS 157 did not have a material impact on our consolidated
financial statements.
In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 141 (revised 2007), “Business Combinations”
("SFAS 141(R)"), which establishes principles and requirements for how
the acquirer shall recognize and measure in its financial statements the
identifiable assets acquired, liabilities assumed, any noncontrolling interest
in the acquiree and goodwill acquired in a business combination. This statement
is effective for business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The adoption of SFAS 141(R) has no impact on
the Company’s financial position and results of operations.
In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 160, “Noncontrolling
Interests in Consolidated Financial Statements — an Amendment of ARB
No. 51” ("SFAS 160"), which establishes and expands accounting and
reporting standards for minority interests, which will be recharacterized as
noncontrolling interests, in a subsidiary and the deconsolidation of a
subsidiary. SFAS 160 is effective for business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. This statement is effective
for fiscal years beginning on or after December 15, 2008. The
adoption of SFAS 160 has no impact on the Company’s financial position and
results of operations.
In May
2008, the FASB issued FSP Accounting Principles Board Opinion (“APB”) No. 14-1,
“Accounting for Convertible Debt Instruments That May be Settled in Cash Upon
Conversion (Including Partial Cash Settlement)” (“FSP APB
14-1”). Under FSP APB 14-1, an issuer must allocate the initial
proceeds from the issuance of a convertible debt instrument between the
instrument’s liability and equity components so that the effective interest rate
of the liability component equals the issuer’s nonconvertible debt borrowing
rate at issuance. The adoption of FSP APB 14-1 has no
impact on the Company’s financial position and results of
operations.
In June
2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,” which
addresses whether unvested instruments granted in share-based payment
transactions that contain nonforfeitable rights to dividends or dividend
equivalents are participating securities subject to the two-class method of
computing earnings per share under SFAS No. 128, “Earnings Per
Share.” FSP EITF 03-6-1 is effective for financial statements
issued for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is
prohibited. The adoption of FSP EITF 03-6-1 has no impact on the
Company's financial position and results of operations.
In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair
Value of Financial Instruments. FSP No. FAS 107-1 and APB 28-1 amends
SFAS No. 107, Disclosures
about Fair Value of Financial Instruments, to require disclosures about
fair value of financial instruments in interim as well as in annual financial
statements. This FSP also amends Accounting Principles Board (“APB”) Opinion
No. 28, Interim Financial
Reporting, to require those disclosures in all interim financial
statements. FSP No. FAS 107-1 and APB 28-1 is effective for interim reporting
periods ending after June 15, 2009. The adoption of FSP No. FAS
107-1 and APB 28-1 is not expected to have a material effect on the Company's
consolidated financial statements.
NOTE 2 - PROPERTY, PLANT,
EQUIPMENT AND WATER PROGRAMS
Property, plant, equipment and water
programs consist of the following (in thousands):
|
|
|
March
31,
|
|
|
December
31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Land
and land improvements
|
|
$ |
21,998 |
|
|
$ |
21,998 |
|
|
Water
programs
|
|
|
14,274 |
|
|
|
14,274 |
|
|
Buildings
|
|
|
1,161 |
|
|
|
1,161 |
|
|
Leasehold
improvements
|
|
|
570 |
|
|
|
570 |
|
|
Furniture
and fixtures
|
|
|
407 |
|
|
|
407 |
|
|
Machinery
and equipment
|
|
|
911 |
|
|
|
854 |
|
|
|
|
|
39,321 |
|
|
|
39,264 |
|
|
|
|
|
|
|
|
|
|
|
|
Less
accumulated depreciation
|
|
|
(3,566
|
) |
|
|
(3,480
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35,755 |
|
|
$ |
35,784 |
|
Depreciation expense totaled $86,000
and $84,000 during the three months ended March 31, 2009 and 2008,
respectively.
NOTE 3 – LONG-TERM
DEBT
At March
31, 2009 and December 31, 2008, the carrying amount of the Company’s outstanding
debt is summarized as follows (dollars in thousands):
|
|
|
March
31,
|
|
|
December
31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Zero
coupon secured convertible term loan due June 29, 2011. Interest
accruing at 5% per annum until June 29, 2009 and at 6%
thereafter
|
|
$ |
41,793 |
|
|
$ |
41,276 |
|
|
Other
loans
|
|
|
59 |
|
|
|
13 |
|
|
Debt
discount
|
|
|
(6,643
|
) |
|
|
(7,305
|
) |
|
|
|
|
35,209 |
|
|
|
33,984 |
|
|
|
|
|
|
|
|
|
|
|
|
Less current
portion
|
|
|
25 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35,184 |
|
|
$ |
33,975 |
|
Pursuant to the Company’s loan
agreements, annual maturities of long-term debt outstanding on March 31, 2009,
are as follows:
|
12
Months
Beginning
March 31,
|
|
$
|
000’s
|
|
|
|
|
|
|
|
|
2009
|
|
|
25
|
|
|
2010
|
|
|
18
|
|
|
2011
|
|
|
41,809
|
|
|
2012
|
|
|
-
|
|
|
2013
|
|
|
-
|
|
|
|
|
$
|
41,852
|
|
In June
2006, the Company entered into a $36.4 million five year zero coupon convertible
term loan with Peloton Partners LLP, as administrative agent for the loan, and
with an affiliate of Peloton and another investor, as
lenders. Certain terms of the loan were subsequently amended pursuant
to Amendment #1 to the Credit Agreement, which was effective September
2006. On April 16, 2008, the Company was advised that Peloton had
assigned its interest in the loan to an affiliate of Lampe Conway & Company
LLC (“Lampe Conway”), and Lampe Conway subsequently replace Peloton as
administrative agent of the loan (the “Lampe Conway Loan”).
Under the
terms of the loan, interest accrues at a 5% annual rate for the first 3 years
and 6% thereafter, calculated on the basis of a 360-day year and actual days
elapsed. The entire amount of accrued interest is due at the final
maturity of the loan in June, 2011. The term loan is collateralized
by substantially all the assets of the Company and contains representations,
warranties and covenants that are typical for agreements of this type, including
restrictions that would limit the Company’s ability to incur additional
indebtedness, incur liens, pay dividends or make restricted payments, dispose of
assets, make investments and merge or consolidate with another
person. However, there are no financial maintenance covenants and no
restrictions on the Company’s ability to issue additional common stock to fund
future working capital needs.
At the
lender’s option, principal plus accrued interest is convertible into the
Company’s $0.01 par value common stock. The loan is divided into two
tranches: the $10 million Tranche A is convertible at $18.15 per share, and the
$26.4 million Tranche B is convertible at $23.10 per share. A maximum
of 2,221,909 shares are issuable pursuant to these conversion rights, with this
maximum number applicable if the loan is converted on the final maturity
date. The Company has more than sufficient authorized common shares
available for this purpose and has filed a registration statement on Form S-3
covering the resale of all the securities issuable upon conversion of the
loan.
In the
event of a change in control, the conversion prices are adjusted downward by a
discount that declines over time such that, under a change in control scenario,
both the Tranche A and Tranche B conversion prices were initially $16.50 per
share and increase in a linear manner over time to the full $18.15 Tranche A
conversion price and $23.10 Tranche B conversion price on the final maturity
date. In no event does the maximum number of shares issuable to
lenders pursuant to these revised conversion formulas exceed the 2,221,909
shares that would be issued to lenders pursuant to a conversion in full on the
final maturity date in the absence of a change in control.
Each of
the loan tranches can be prepaid if the price of the Company’s stock on the
NASDAQ Global Market exceeds the conversion price of the tranche by 40% for 20
consecutive trading days in a 30 trading day period or if the Company obtains a
certified environmental impact report for the Cadiz groundwater storage and dry
year supply program, a pipeline right-of-way and permits for pipeline
construction and financing commitments sufficient to construct the
project.
At March
31, 2009, the Company was in compliance with its debt covenants under the
loan.
NOTE 4 – COMMON
STOCK
On
October 1, 2007, the Company agreed to the conditional issuance of up to 300,000
shares to the former sole shareholder and successor in interest to Exploration
Research Associates, Inc. (“ERA”), who is now an employee of the
Company. The agreement settled certain claims by ERA against the
Company and provided that the 300,000 shares will be issued if and when certain
significant milestones in the development of the Company’s properties are
achieved.
NOTE 5 – STOCK-BASED
COMPENSATION PLANS AND WARRANTS
The
Company has issued options and has granted stock awards pursuant to its 2003 and
2007 Management Equity Incentive Plans. The Company has also granted
stock awards pursuant to its Outside Director Compensation Plan.
Stock
Options Issued under the 2003 and 2007 Management Equity Incentive
Plans
The 2003
Management Equity Incentive Plan provided for the granting of options for the
purchase of up to 377,339 shares of common stock. Options issued
under the plan were granted during 2005 and 2006. The options have a
ten year term with vesting periods ranging from issuance date to three
years. Certain of these options have strike prices that were below
the fair market value of the Company’s common stock on the date of
grant. 365,000 options were granted under the plan during 2005, and
the remaining 12,339 options were granted in 2006.
The
Company also granted options to purchase 7,661 common shares at a price of
$20.00 per share under the 2007 Management Equity Incentive Plan on July 25,
2007, and options to purchase 10,000 common shares at a price of $18.99 on
January 9, 2008. The options have strike prices that are at or
slightly above the fair market value of the Company’s common stock on the date
that the grants became effective. The options have a ten year term
with vesting periods ranging from issuance date to two
years. Unexercised options to purchase 20,000 shares and 40,000
shares were forfeited in August 2008 and February 2009,
respectively. Previously recognized expenses of $66,000 related
to the unvested portion of these awards was credited against stock based
compensation expense in 2008. All options have been issued to
officers, employees and consultants of the Company. In total, options
to purchase 325,000 shares were unexercised and outstanding on March 31, 2009,
under the two management equity incentive plans.
The
Company recognized stock option related compensation costs of $0 and $112,000 in
the three months ended March 31, 2009, and March 31, 2008,
respectively. No options were exercised during the three months ended
March 31, 2009.
Stock
Awards to Directors, Officers, and Consultants
The
Company has granted stock awards pursuant to its 2007 Management Equity
Incentive Plan and Outside Director Compensation Plan.
Of the
total 1,050,000 shares reserved under the 2007 Management Equity Incentive Plan,
a grant of 950,000 shares became effective on July 25, 2007. The
grant consisted of two separate awards.
|
-
|
A
150,000 share award, that vests in three equal installments on January
1, 2008, January 1, 2009, and January 1, 2010. 100,000
shares have been issued pursuant to this award as of January,
2009.
|
|
-
|
800,000
of the shares were designated as Milestone – Based Deferred Stock, none of
which were ultimately issued. The shares were allocated for
issuance subject to the satisfaction of certain milestone conditions
relating to the trading price of our common stock during the period
commencing March 13, 2007, and ending March 12, 2009. The
milestone conditions were not satisfied by March 12, 2009, resulting in
the expiration of all 800,000
shares.
|
Under the
Outside Director Compensation Plan, 4,285 shares were awarded for service in the
plan year ended June 30, 2006, and were issued on January 31, 2007. A
4,599 share grant for service during the plan year ended June 30, 2007, was
awarded on that date, and the grant vested on January 31, 2008. 7,026
shares awarded for services rendered in the plan year ended June 30, 2008,
vested and were issued on January 31, 2009.
The
compensation cost of stock grants without market conditions is measured at the
quoted market price of the Company’s stock on the date of grant. The
fair value of the two 2007 Management Equity Incentive Plan awards with market
conditions was calculated using a lattice model with the following weighted
average assumptions:
|
Risk
free interest rate
|
4.74%
|
|
Current
stock price
|
$19.74
|
|
Expected
volatility
|
38.0%
|
|
Expected
dividend yield
|
0.0%
|
|
Weighted
average vesting period
|
2.0
years
|
The
lattice model calculates a derived service period, which is equal to the median
period between the grant date and the date that the relevant market conditions
are satisfied. The derived service periods for the grants with $28
and $35 per share market conditions are 0.72 years and 1.01 years,
respectively. The weighted average vesting period is based on the
later of the derived service period and the scheduled vesting dates for each
grant.
The
accompanying consolidated financial statements include $402,000 of stock based
compensation expense related to stock based awards in the three months ended
March 31, 2009 and $1,593,000 in the three months ended March 31,
2008. On March 31, 2009, there was $1.7 million of unamortized
compensation expense relating to stock awards.
Stock
Purchase Warrants Issued to Non-Employees
In
January 2007, the Company exercised a right to terminate certain warrants to
purchase the Company’s common stock for $15.00 per share on March 2, 2007,
subject to a 30-day notice period. In response, the warrant holders
exercised their right to purchase 335,440 shares of the Company’s common stock
during the notice period, and the Company received $5.0 million from the sale of
these shares. Following this exercise, no warrants from the 2004
private placement in which these warrants were originally issued remain
outstanding.
A private
placement was completed by the Company in November and December of 2008 of
165,000 Units at the price of $31.50 per unit for proceeds of
$5,197,500. Each Unit consists of three (3) shares of the Company’s
common stock and two (2) common stock purchase warrants. The first
warrant entitles the holder to purchase one (1) share of common stock at an
exercise price of $12.50 per share. This warrant has a term of one
year, but is callable by the Company commencing six months following completion
of the offering if the closing market price of the Company’s stock exceeds
$18.75 for 10 consecutive trading days. The second warrant entitles
the holder to purchase one (1) share of common stock at an exercise price of
$12.50 per share. This warrant has a term of three years and is not
callable by the Company. 330,000 warrants remain outstanding on
December 31, 2008.
NOTE 6 – INCOME
TAXES
As of
March 31, 2009, the Company had net operating loss ("NOL") carryforwards of
approximately $96.5 million for federal income tax purposes and $42.1 million
for California state income tax purposes. Such carryforwards expire
in varying amounts through the year 2029. Use of the carryforward
amounts is subject to an annual limitation as a result of ownership
changes.
In
addition, on August 26, 2005, a Settlement Agreement between Cadiz, on one hand,
and Sun World and three of Sun World’s subsidiaries, on the other hand, was
approved by the U.S. Bankruptcy Court, concurrently with the Court’s
confirmation of the amended Plan. The Settlement Agreement provides
that following the September 6, 2005, effective date of Sun World’s plan of
reorganization, Cadiz will retain the right to utilize the Sun World net
operating loss carryovers ("NOLs"). Sun World Federal NOLs are
estimated to be approximately $58 million. If, in any year from
calendar year 2005 through calendar year 2011, the utilization of such NOLs
results in a reduction of Cadiz’ tax liability for such year, then Cadiz will
pay to the Sun World bankruptcy estate 25% of the amount of such reduction, and
shall retain the remaining 75% for its own benefit. There is no
requirement that Cadiz utilize these NOLs during this reimbursement period, or
provide any reimbursement to the Sun World bankruptcy estate for any NOLs used
by Cadiz after this reimbursement period expires. The Company has not
recognized any tax benefits from these NOLs.
As of
March 31, 2009, the Company possessed unrecognized tax benefits totaling
approximately $3.3 million. None of these, if recognized, would
affect the Company's effective tax rate because the Company has recorded a full
valuation allowance against these assets. Additionally, as of that
date the Company had accrued approximately $217,000 for state taxes, interest
and penalties related to income tax positions in prior
returns. Income tax penalties and interest are classified as general
and administrative expenses. The Company was not subject to any
income tax penalties and interest during the three months ended March 31,
2009.
The
Company does not expect that the unrecognized tax benefits will significantly
increase or decrease in the next 12 months.
The
Company's tax years 2005 through 2008 remain subject to examination by the
Internal Revenue Service, and tax years 2004 through 2008 remain subject to
examination by California tax jurisdictions. In addition, the
Company's loss carryforward amounts are generally subject to examination and
adjustment for a period of three years for federal tax purposes and four years
for California purposes, beginning when such carryovers are utilized to reduce
taxes in a future tax year.
Because
it is more likely than not that the Company will not realize its net deferred
tax assets, it has recorded a full valuation allowance against these
assets. Accordingly, no deferred tax asset has been reflected in the
accompanying balance sheet.
NOTE 7 – NET LOSS PER COMMON
SHARE
Basic earnings per share (EPS) is
computed by dividing the net loss, after deduction for preferred dividends
either accrued or imputed, if any, by the weighted-average common shares
outstanding. Options, deferred stock units, warrants and convertible
debt were not considered in the computation of diluted EPS because their
inclusion would have been antidilutive. Had these instruments been
included, the fully diluted weighted average shares outstanding would have
increased by approximately 2,649,000 and 2,310,000 for the three months ended
March 31, 2009 and 2008, respectively.
NOTE 8 – FAIR VALUE
MEASUREMENTS
The
following tables present information about our assets and liabilities that are
measured at fair value on a recurring basis as of December 31, 2008, and March
31, 2009, and indicate the fair value hierarchy of the valuation techniques we
utilized to determine such fair value. In general, fair values determined by
Level 1 inputs utilize quoted prices (unadjusted) in active markets for
identical assets or liabilities. We consider a security that trades at least
weekly to have an active market. Fair values determined by Level 2 inputs
utilize data points that are observable, such as quoted prices, interest rates
and yield curves. Fair values determined by Level 3 inputs are unobservable
data points for the asset or liability, and include situations where there is
little, if any, market activity for the asset or liability.
|
|
Investments
at Fair Value as of December 31, 2008
|
|
|
(in
thousands)
|
Level
1
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates
of Deposit
|
|
$ |
4,500 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
4,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investments at fair value
|
|
$ |
4,500 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
4,500 |
|
|
|
Investments
at Fair Value as of March 31, 2009
|
|
|
(in
thousands)
|
Level
1
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates
of Deposit
|
|
$ |
3,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
3,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investments at fair value
|
|
$ |
3,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
3,000 |
|
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
In
connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the following discussion contains trend analysis
and other forward-looking statements. Forward-looking statements can
be identified by the use of words such as "intends", "anticipates", "believes",
"estimates", "projects", "forecasts", "expects", "plans" and
"proposes". Although we believe that the expectations reflected in
these forward-looking statements are based on reasonable assumptions, there are
a number of risks and uncertainties that could cause actual results to differ
materially from these forward-looking statements. These include,
among others, our ability to maximize value from our Cadiz, California land and
water resources; and our ability to obtain new financings as needed to meet our
ongoing working capital needs. See additional discussion under the
heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K
for the year ended December 31, 2008.
Overview
Our
operations (and, accordingly, our working capital requirements) relate primarily
to our water, agricultural, and renewable energy development
activities.
Our
primary assets consist of 45,000 acres of land in three areas of eastern San
Bernardino County, California. Virtually all of this land is
underlain by high-quality groundwater resources that are suitable for a variety
of water storage and supply programs. The advantages of underground
water storage relative to surface storage include minimal surface environmental
impacts, low capital investment, and minimal evaporative water loss. The
properties are located in proximity to the Colorado River and the Colorado River
Aqueduct, the major source of imported water for Southern
California.
The
value of these assets derives from a combination of projected population
increases and limited water supplies throughout Southern
California. California is facing the very real possibility that
current and future supplies of water will not be able to meet
demand. Water agencies throughout California have publicly announced
that they will impose mandatory rationing in 2009 in order to meet anticipated
demand. In addition, most of the major population centers in Southern
California are not located where significant precipitation occurs, requiring the
importation of water from other parts of the state. As a result, we
believe that a competitive advantage exists for companies that can provide
high-quality, reliable, and affordable water to major population
centers.
Our
objective is to realize the highest and best use for these assets in an
environmentally responsible way. We believe this can best be achieved
through a combination of water storage and supply, the production of renewable
energy, and sustainable agricultural development.
Water
Resource Development
In 1993,
we secured permits for up to 9,600 acres of agricultural development in the
Cadiz Valley and the withdrawal of more than 1 million acre-feet of groundwater
from the underlying aquifer system. Once the agricultural development
was underway, we also established that the location, geology and hydrology of
this property is uniquely suited for both agricultural development and the
development of an aquifer storage, recovery, and dry-year supply project to
augment the water supplies available to Southern California.
In
1997, we entered into the first of a series of agreements with the Metropolitan
Water District of Southern California (“Metropolitan”) to jointly design, permit
and build such a project (the “Cadiz Project” or “Project”). In general, several
elements are needed to complete the development: (1) federal and state
environmental permits; (2) a pipeline right of way from the Colorado River
Aqueduct to the project area; (3) a storage and supply agreement with one or
more public water agencies or private water utilities; and (4) construction and
working capital financing.
Between
1997 and 2002, we and Metropolitan received substantially all of the state and
federal approvals required for the permits necessary to construct and operate
the Project, including a Record of Decision (“ROD”) from the U.S. Department
of the Interior, which endorsed the Cadiz Project and offered a right-of-way for
construction of project facilities. The ROD also approved a Final
Environmental Impact Statement (“FEIS”) in compliance with the National
Environmental Policy Act (“NEPA”).
In
October 2002, Metropolitan’s staff brought the right-of-way matter before the
Metropolitan Board of Directors. By a very narrow margin, the
Metropolitan Board voted not to accept the right-of-way grant and not to proceed
with the Project.
In
April 2003, we filed a claim against Metropolitan seeking compensatory
damages. When settlement negotiations failed to produce a resolution,
we filed a lawsuit against Metropolitan in Los Angeles Superior Court on
November 17, 2005, seeking compensatory damages for a breach of various
contractual and fiduciary obligations to us, and interference with the economic
advantage we would have obtained from the Cadiz Project. On February
11, 2009, we and Metropolitan agreed to settle our differences and dismissed all
outstanding claims remaining against each other.
Meanwhile,
the need for new water storage and dry-year supplies has not
abated. The population of California continues to grow, while water
supplies are being challenged by drought, lack of infrastructure and
environmental protections. Indeed, California is facing the very real
possibility that current and future supplies of water will not be able to meet
demand. In 2007, a federal judge limited deliveries out of California’s State
Water Project, reducing Southern California’s water supply. This restriction has
limited available supplies from California’s State Water Project to just 30% of
capacity in 2009. Moreover, cities throughout Southern
California have endured dry local conditions for more than two years leaving
supplies in storage at perilously low levels, while Colorado River deliveries to
the State remain at average levels.
These
conditions have greatly challenged California’s water supplies. Water
agencies throughout California have publicly announced that they will impose
mandatory rationing in 2009 in order to meet anticipated
demand. Policy leaders and lawmakers have introduced legislation to
improve the State’s water infrastructure and are pursuing public financing for
new storage and supply projects.
To meet
the growing demand for new water storage and supplies, we have continued to
pursue the implementation of the Cadiz Project. To that end, most
recently, we secured a new right-of-way for the Project’s water conveyance
pipeline by entering into a lease agreement with the Arizona & California
Railroad Company in September 2008. The agreement allows Cadiz to
utilize a portion of the railroad’s right-of-way for the Cadiz Project water
conveyance pipeline for a period up to 99 years.
In
December 2008, we completed a private placement (the “Placement”) of 165,000
Units at the price of $31.50 per Unit for proceeds of $5.2
million. Each Unit consists of three (3) shares of our common stock
and two (2) warrants to each purchase common stock. The Placement,
when used together with the cash resources on hand, will allow us to continue to
fund our development activities for the next 12 months.
We are
currently in discussions with several public agencies and water
utilities regarding their interest in participating in the Cadiz
Project.
Other
Development Opportunities
In
addition to the development projects described above, we believe that our land
holdings are suitable for other types of development, including solar energy
generation. Both federal and state initiatives support alternative
energy facilities to reduce greenhouse gas emissions and the consumption of
imported fossil fuels. The locations, topography, and proximity of our
properties to utility corridors are well-suited for solar energy generation. An
additional advantage we can offer is the availability of the water supply needed
by solar thermal power plant designs. We are presently in discussions with
energy companies interested in utilizing our landholdings for various types of
solar energy development.
Over the
longer term, we believe that the population of Southern California, Nevada,
and Arizona will continue to grow, and that, in time, the economics of
commercial and residential development of our properties will become
attractive.
We remain
committed to our land and water assets and we continue to explore all
opportunities for development of these assets. We cannot predict with
certainty which of these various opportunities will ultimately be
utilized.
Results
of Operations
Three Months Ended March 31,
2009, Compared to Three Months Ended March 31, 2008
We have
not received significant revenues from our water resource activity to
date. As a result, we have historically incurred a net loss from
operations. We had revenues of $29 thousand for the three months
ended March 31, 2009, and $17 thousand for the three months ended March 31,
2008. We incurred a net loss of $3.4 million in the three months
ended March 31, 2009, compared with a $5.0 million net loss during the three
months ended March 31, 2008. The higher 2008 loss was primarily due
to higher stock based compensation expenses related to the 2007 Management
Equity Incentive Plan and higher general and administrative expenses associated
with the Company’s lawsuit against the Metropolitan Water District of Southern
California.
Our
primary expenses are our ongoing overhead costs (i.e. general and administrative
expense) and our interest expense. We will continue to incur non-cash
expenses in connection with our management and director equity incentive
compensation plans.
Revenues Cadiz
had revenues of $29 thousand for the three months ended March 31, 2009, and $17
thousand for the three months ended March 31, 2008, both related to the
completion of the lemon harvest.
Cost
of Sales Cost of Sales totaled $101 thousand during the three
months ended March 31, 2009, and $13 thousand during the three months ended
March 31, 2008. The higher cost of sales for the three months ended
March 31, 2009, relate largely to a reduction in the carrying cost of the 2008
raisin inventory.
General
and Administrative Expenses General
and administrative expenses during the three months ended March 31, 2009,
totaled $2 million compared to $3.9 million for the three months ended March 31,
2008. Non-cash compensation costs for stock and option awards are
included in General and Administrative Expenses.
Compensation
costs from stock and option awards for the three months ended March 31, 2009,
were $402 thousand, compared with $1.7 million for the three months ended March
31, 2008. The lower expense in the current quarter reflects the
vesting schedule of 2007 Management Equity Incentive Plan stock awards that
became effective in July 2007. Of these amounts, $289 thousand in
2009 and $1.1 million in 2008 relate to Milestone Based Deferred Stock, none of
which was ultimately issued. Shares and options issued under the Plans vest over
varying periods from the date of issue to January 2011. See Notes to
the Consolidated Financial Statements: Note 5 – Stock Based Compensation Plans
and Warrants.
Other General and Administrative
Expenses, exclusive of stock based compensation costs, totaled $1.7 million in
the three months ended March 31, 2009, compared with $2.2 million for the three
months ended March 31, 2008. The decrease in expenses is primarily
due to lower legal expenses related to the Company’s lawsuit against the
Metropolitan Water District of Southern California.
Depreciation Depreciation
expense for the three months ended March 31, 2009 and 2008, totaled $86 thousand
and $84 thousand, respectively.
Interest
Expense, net Net interest expense totaled $1.2 million during
the three months ended March 31, 2009, compared to $970 thousand during the same
period in 2008. The following table summarizes the components of net
interest expense for the two periods (in thousands):
| |
Three
Months Ended |
|
| |
March
31, |
|
| |
2009 |
|
|
2008 |
|
| |
|
|
|
|
|
|
Interest on outstanding
debt
|
|
$ |
516 |
|
|
$ |
485 |
|
|
Amortization of financing
costs
|
|
|
22 |
|
|
|
18 |
|
|
Amortization of debt
discount
|
|
|
663 |
|
|
|
520 |
|
|
Interest income
|
|
|
(17
|
) |
|
|
(53
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,184 |
|
|
$ |
970 |
|
The increase in net interest expense is
primarily due the amortization of the debt discount related to the zero coupon
secured convertible term loan and interest on the loan. 2009 interest
income decreased from $53 thousand in 2008 to $17 thousand in 2009, due to lower
cash balances and lower short-term interest rates. See Notes to
the Consolidated Financial Statements: Note 3 – Long-term Debt.
Income
Taxes Income tax expense for the three months ended March 31,
2009, was $1 thousand, compared with $1 thousand during the prior year
period. See Notes to the Consolidated Financial Statements: Note 6 –
Income Taxes.
Liquidity and Capital
Resources
Current Financing
Arrangements
As we
have not received significant revenues from our water resource, agricultural and
renewable energy development activity to date, we have been required to obtain
financing to bridge the gap between the time water resource and other
development expenses are incurred and the time that revenue will
commence. Historically, we have addressed these needs primarily
through secured debt financing arrangements, private equity placements and the
exercise of outstanding stock options and warrants.
We have
worked with our secured lenders to structure our debt in a way which allows us
to continue our development of the Cadiz Project and minimize the dilution of
the ownership interests of common stockholders. In June 2006, we
entered into a $36.4 million five year zero coupon senior secured convertible
term loan with Peloton Partners LLP (through an affiliate) and another lender
(the “Term Loan”). The Term Loan provided for:
|
·
|
a
final maturity date of June 29,
2011;
|
|
·
|
a
zero coupon structure, which requires no cash interest payments prior to
the final maturity date; and
|
|
·
|
a
5% interest rate for the first 3 years, with a 6% interest rate
thereafter.
|
At each
lender’s option, principal plus accrued interest on each of the two loan
tranches is convertible into our $0.01 par value common stock at a fixed
conversion price per share. The conversion prices are subject to
downward adjustment in the event of a change in control.
On or
after June 29, 2007, principal and interest accrued on each of the two loan
tranches can be prepaid on 30 days notice either if our stock price exceeds the
tranche’s conversion price by 40% for 20 consecutive trading days in a 30
trading day period or if we complete the Cadiz Water Program entitlement
process, acquire a right-of-way for the project pipeline and arrange sufficient
financing to repay the loan and build the Cadiz Project. The
conversion prices of the two loan tranches are $18.15 and $23.10, respectively,
so the $10 million Tranche A prepayment option would become available at a share
price above $25.41 per share and the $26.4 million Tranche B prepayment option
would become available at a share price above $32.34 per share.
The debt
covenants associated with the loan were negotiated by the parties with a view
towards our operating and financial condition as it existed at the time the
agreements were executed. At March 31, 2009, we were in compliance
with its debt covenants.
The Term
Loan provided us with $9.3 million of additional working capital in 2006 and
deferred all interest payments until the June 29, 2011, final maturity
date. Furthermore, the Term Loan permits us to retain any proceeds
received from the issuance of common stock including common stock issued
pursuant to the exercise of stock options and warrants.
On April
16, 2008, we were advised that Peloton had assigned its interest in the Term
Loan to an affiliate of Lampe Conway & Company LLC (“Lampe Conway”), and
Lampe Conway subsequently replaced Peloton as administrative agent of the
loan.
A private
placement which we completed in November 30, 2004, included the issuance of
warrants to purchase shares of our common stock at an exercise price of $15.00
per share. During 2006, holders of 70,000 of the warrants exercised
their warrants, resulting in our issuance of 70,000 shares of common stock with
net proceeds of $1,050,000. In January 2007, we exercised our right
to terminate all unexercised warrants on March 2, 2007, subject to a 30 days
notice period. In response, holders of all 335,440 warrants then
outstanding exercised their warrants during February 2007. As a
result, we issued 335,440 shares of our common stock and received net proceeds
of $5,031,000. Following these exercises, no warrants from this 2004
private placement remain outstanding.
We
completed a private placement in November and December of 2008, an issuance of
165,000 Units at the price of $31.50 per unit for proceeds of
$5,197,500. Each Unit consists of three (3) shares of our common
stock and two (2) common stock purchase warrants. The first warrant
entitles the holder to purchase one (1) share of common stock at an exercise
price of $12.50 per share. This warrant has a term of one year, but
is callable by us commencing six months following completion of the offering if
the closing market price of our common stock exceeds $18.75 for 10 consecutive
trading days. The second warrant entitles the holder to purchase one
(1) share of common stock at an exercise price of $12.50 per
share. This warrant has a term of three years and is not callable by
us.
As we
continue to actively pursue our business strategy, additional financing will be
required. See “Outlook”, below. The covenants in the Term
Loan do not prohibit our use of additional equity financing and allow us to
retain 100% of the proceeds of any equity financing. We do not expect
the loan covenants to materially limit our ability to finance our water
development activities.
At March
31, 2009, we had no outstanding credit facilities other than the Convertible
Term Loan.
Cash Used
for Operating Activities. Cash used for operating activities
totaled $2 million and $2.2 million for the three months ended March 31, 2009,
and March 31, 2008, respectively. The first quarter cash requirements
are typically seasonally higher than those required for the remaining
quarters. The cash was primarily used to fund general and administrative
expenses related to the Company’s resource development efforts.
Cash
Provided by (Used for) Investing Activities. Cash provided by
investing activities in the three months ended March 31, 2009, was $1.4 million,
compared with $60 thousand of cash used for investing activities during the same
period in 2008. The 2009 period included $1.5 million of short
term deposits that matured, which were not considered cash
equivalents.
Cash
Provided by (Used for) Financing Activities. Cash provided by
financing activities was $47 thousand during the three months ended March 31,
2009, compared with $2 thousand of cash used for financing activities during the
prior year period.
Outlook
Short Term
Outlook. The proceeds remaining from our $5.2 million private
placement in 2008 provide us with sufficient funds to meet our expected working
capital needs for the next 12 months. During this period, we
will need to identify financing for our 2010 working capital
needs. If we are unable to generate this from our current development
activities, than we will need to seek additional debt or equity financing in the
capital markets. We expect to continue our historical practice of
structuring our financing arrangements to match the anticipated needs of our
development activities. See "Long Term Outlook", below. No
assurances can be given, however, as to the availability or terms of any new
financing.
Long Term Outlook. In the longer term, we will
need to raise additional capital to finance working capital needs, capital
expenditures and any payments due under our senior secured convertible term loan
at maturity. See “Current Financing Arrangements”
above. Payments will be due under the term loan only to the extent
that lenders elect not to exercise equity conversion rights prior to the loan’s
final maturity date. Our future working capital needs will depend
upon the specific measures we pursue in the entitlement and development of our
water resources and other development. Future capital expenditures
will depend primarily on the progress of the Cadiz Project. We will
evaluate the amount of cash needed, and the manner in which such cash will be
raised, on an ongoing basis. We may meet any future cash requirements
through a variety of means, including equity or debt placements, or through the
sale or other disposition of assets. Equity placements would be
undertaken only to the extent necessary, so as to minimize the dilutive effect
of any such placements upon our existing stockholders. Limitations on
our liquidity and ability to raise capital may adversely affect
us. Sufficient liquidity is critical to meet our resource development
activities. However, liquidity in the currently dislocated capital
markets has been severely constrained since the beginning of the credit
crisis. Although we currently expect our sources of capital to be
sufficient to meet our near term liquidity needs, there can be no assurance that
our liquidity requirements will continue to be satisfied.
Recent Accounting
Pronouncements
See Note
1 to the Consolidated Financial Statements – Description of Business and Summary
of Significant Accounting Policies.
Certain Known Contractual
Obligations
|
|
|
Payments Due by Period
|
|
|
Contractual Obligations
|
|
Total
|
|
|
1 year or less
|
|
|
2-3 years
|
|
|
4-5 years
|
|
|
After 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long
term debt obligations
|
|
$ |
41,852 |
|
|
$ |
25 |
|
|
$ |
41,827 |
|
|
$ |
- |
|
|
$ |
- |
|
|
Interest
Expense
|
|
|
5,956 |
|
|
|
2 |
|
|
|
5,954 |
|
|
|
- |
|
|
|
- |
|
|
Operating
leases
|
|
|
974 |
|
|
|
359 |
|
|
|
523 |
|
|
|
92 |
|
|
|
- |
|
|
|
|
$ |
48,782 |
|
|
$ |
386 |
|
|
$ |
48,304 |
|
|
$ |
92 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not
included in the table above is a potential obligation to pay an amount of up to
1% of the net present value of the Cadiz Project in consideration of certain
legal and advisory services to be provided to us. This fee would be
payable upon completion of binding agreements for at least 51% of the Cadiz
Project’s annual capacity and receipt of all environmental approvals and permits
necessary to start construction of the Cadiz Project. A portion of
this fee may be payable in stock. Interim payments of $500,000 and
$1.0 million, applicable to the final total, would be made upon the achievement
of certain specified milestones. This arrangement may be terminated
by either party upon 60 days notice, with any compensation earned but unpaid
prior to termination payable following termination.
|
|
Quantitative
and Qualiltative Disclosures about Market
Risk
|
We are
exposed to market risk from changes in interest rates on long-term debt
obligations that affect the fair value of these obligations. Our
policy is to manage interest rate exposure by year of scheduled maturities and
to evaluate expected cash flows and sensitivity to interest rate changes (in
thousands of dollars). A 1% change in interest rate on the Company
long-term debt obligation would have resulted in interest expense fluctuating by
approximately $403 thousand, $383 thousand and $316 thousand during the years
ended December 31, 2008, 2007 and 2006, respectively. Circumstances
could arise which may cause interest rates and the timing and amount of actual
cash flows to differ materially from the schedule below:
|
|
|
Long-Term
Debt
|
|
|
|
|
Fixed
Rate
|
|
Average
|
|
|
Variable
Rate
|
|
|
Average
|
|
|
Expected
Maturity
|
|
Maturities
|
|
Interest
Rate
|
|
|
Maturities
|
|
|
Interest
Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
$ |
9 |
|
|
|
3.9%
|
|
|
|
- |
|
|
|
- |
|
|
2010
|
|
$ |
4 |
|
|
|
3.9%
|
|
|
|
- |
|
|
|
- |
|
|
2011
|
|
$ |
39,244 |
|
|
|
5.6%
|
|
|
$ |
- |
|
|
$ |
- |
|
Cadiz
long-term debt included in the table above reflects the debt restructuring which
occurred in June 2006, as described above in Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations; Liquidity and Capital
Resources; Current Financing Arrangements.
Disclosure
Controls and Procedures
We have established disclosure controls
and procedures to ensure that material information related to the Company,
including its consolidated entities, is accumulated and communicated to senior
management, including the Chairman and Chief Executive Officer (the “Principal
Executive Officer”) and Chief Financial Officer (the “Principal Financial
Officer”) and to our Board of Directors. Based on their evaluation as
of March 31, 2009, our Principal Executive Officer and Principal Financial
Officer have concluded that the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934) are effective to ensure that the information required to be disclosed by
the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms,
and such information is accumulated and communicated to management, including
the principal executive and principal financial officers as appropriate, to
allow timely decisions regarding required disclosures.
Changes
in Internal Controls Over Financial Reporting
In connection with the evaluation
required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no
change identified in the Company's internal controls over financial reporting
that occurred during the last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal controls over
financial reporting.
|
ITEM
1.
|
Legal
Proceedings
|
Claim
Against Metropolitan
On April
7, 2003, we filed an administrative claim against The Metropolitan Water
District of Southern California (“Metropolitan”), asserting the breach by
Metropolitan of various obligations specified in our 1998 Principles of
Agreement with Metropolitan and other related contracts. We believe
that by failing to complete the environmental review process for the Cadiz
Project, failing to accept the right-of-way grant offered by the U.S. Department
of the Interior and for taking other actions inconsistent with their
obligations, Metropolitan violated the contracts between the parties, breached
its fiduciary duties to us and interfered with our prospective economic
advantages. The filing was made with the Executive Secretary of
Metropolitan.
When
settlement negotiations failed to produce a resolution, we filed a lawsuit
against Metropolitan in Los Angeles Superior Court on November 17, 2005 seeking
recovery of damages. Metropolitan counsel responded with a demurrer,
seeking to have certain claims disallowed. In an October 2006 ruling,
the Court allowed the claims for breach of fiduciary duty, breach of express
contract, promissory estoppel, breach of implied contract and specific
performance. On October 19, 2007, the Court issued a ruling on
Motions for Summary Judgment/Adjudication that upheld our claim for breach of
fiduciary duty and dismissed the other four contractual and related
claims.
In April
2008, the Court ordered that the parties attend a mandatory settlement
conference. The parties failed to reach an agreement through the
settlement conference process, and, in September 2008, Metropolitan filed a
motion for judgment on the pleadings against our claim for breach of fiduciary
duty citing to a July 31, 2008 decision by the California Supreme Court (Miklosy
v. Regents of the University of California). On October 7, 2008, the
Court issued a tentative ruling granting Metropolitan’s motion and indicated
that the court agreed with Metropolitan’s argument that any breach of duty
alleged in our complaint was subject to statutory immunity, such that, even if
Metropolitan did breach its duty in failing to accept the Right-of-Way or
refusing to certify the FEIR, Metropolitan would have no liability as a
governmental entity. At a subsequent hearing on November 5, the Court
heard oral arguments for both parties and issued a final ruling
granting our motion to amend our complaint in response to the immunity
contention. We filed a third amended complaint on November 26,
2008. On December 24, 2008, Metropolitan responded by filing a motion
for demurrer to the third amended complaint. On February 11, 2009, we
and Metropolitan agreed to settle our differences and dismissed all outstanding
claims remaining against each other in a filing with the Superior Court of Los
Angeles.
It was
our view that recent developments favorable to us had likely reduced the damages
recoverable by us in the action, even had we ultimately prevailed in our
claims. The loss of the right-of-way to convey water between the
Colorado River Aqueduct and our Cadiz property had been a cornerstone of our
claim for damages in the case. However, we entered into a 99-year
lease agreement in September 2008 with the Arizona and California Railroad
Company providing us with an alternative right-of-way for the construction of a
conveyance pipeline connecting the Cadiz Project to the Colorado River
Aqueduct.
Other
Proceedings
There is
no other material pending legal proceedings to which we are a party or of which
any of our property is the subject.
There have been no material changes to
the factors disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K
for the year ended December 31, 2008.
|
ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
|
ITEM
3.
|
Defaults
Upon Senior Securities
|
|
ITEM
4.
|
Submission
of Matter to a Vote of Security
Holders
|
|
ITEM
5.
|
Other
Information
|
The following exhibits are filed or
incorporated by reference as part of this Quarterly Report on Form
10-Q.
|
|
31.1
|
Certification
of Keith Brackpool, Chairman and Chief Executive Officer of Cadiz Inc.
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
31.2
|
Certification
of Timothy J. Shaheen, Chief Financial Officer and Secretary of Cadiz Inc.
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
32.1
|
Certification
of Keith Brackpool, Chairman and Chief Executive Officer of Cadiz Inc.
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
|
|
32.2
|
Certification
of Timothy J. Shaheen, Chief Financial Officer and Secretary of Cadiz Inc.
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
Cadiz
Inc.
| By: |
/s/ Keith
Brackpool |
May 8, 2009 |
| |
Keith
Brackpool |
Date |
| |
Chairman of the
Board and Chief Executive Officer |
|
| |
(Principal Executive
Officer) |
|
| By: |
/s/ Timothy J.
Shaheen |
May
8, 2009 |
| |
Timothy J.
Shaheen |
Date |
| |
Chief Financial
Officer and Secretary |
|
| |
(Principal Financial
Officer) |
|
28