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Note 6 - Leases
9 Months Ended
Sep. 30, 2019
Notes to Financial Statements  
Lessee, Operating Leases [Text Block]
NOTE
6
LEASES
 
The Company has operating leases for corporate offices, vehicles and office equipment. The Company’s leases have remaining lease terms of
one
year to
two
years, some of which include options to extend or terminate the lease. However, the Company is
not
reasonably certain to exercise options to renew or terminate, and therefore renewal and termination options are
not
considered in the lease term or the right-of-use asset and lease liability balances. The Company's current lease arrangements expire in
2021.
The Company does
not
have any finance leases.
 
The Company’s lease population does
not
include any residual value guarantees, and therefore
none
were considered in the calculation of the lease balances. The Company has leases with variable payments, most commonly in the form of common area maintenance charges which are based on actual costs incurred. These variable payments were excluded from the right-of-use asset and lease liability balances since they are
not
fixed or in-substance fixed payments.
 
The Company elected to utilize the transition package of practical expedients permitted within the new standard, including the practical expedient
not
to reassess existing land easements, which among other things, allows the Company to carryforward the historical lease classification. The Company has lease agreements with lease and non-lease components and has elected the practical expedient to account for lease and non-lease components as a single lease component for real-estate class of leases only. For leases with terms greater than
12
months, the Company records the related asset and lease liability at the present value of lease payments over the lease term. Leases with an initial term of
12
months or less with purchase options or extension options that are
not
reasonably certain to be exercised are
not
recorded on the Consolidated Balance Sheets; the Company recognizes lease expense for these leases on a straight-line basis over the term of the lease.
 
Lease balances
. Amounts recognized in the accompanying consolidated balance sheet as of
September 30, 2019
are as follows (in thousands):
 
Activity
Balance Sheet Location
 
Balance
 
ROU assets
Other assets
  $
69
 
Short-term lease liability
Other liabilities
  $
43
 
Long-term lease liability
Other long-term liabilities
  $
26
 
 
Lease cost.
The Company’s operating lease cost for the
nine
months ended
September 30, 2019
was
$86
thousand.
 
Lease commitments.
The table below summarizes the Company’s scheduled future minimum lease payments under operating, recorded on the balance sheet as of
September 30, 2019 (
in thousands):
 
2019
  $
12
 
2020
   
46
 
2021
   
15
 
Total lease payments
   
73
 
Less: Imputed interest
   
(4
)
Present value of lease payments
   
69
 
Less: current maturities of lease obligations
   
(43
)
Long-term lease obligations
  $
26
 
 
 
Most of our lease agreements do
not
provide a readily determinable implicit rate nor is it available to us from our lessors. Instead, we estimate the Company’s incremental borrowing rate based on information available at either the implementation date of Topic
842
or at lease commencement for leases entered into thereafter in order to discount lease payments to present value. The table below presents additional information related to our leases as of
September 30, 2019:
 
Weighted Average Remaining Lease Term
       
Operating leases (in years)
   
2
 
         
Weighted Average Discount Rate
       
Operating leases
   
6
%
 
From a lessor standpoint, in
February 2016,
the Company entered into a lease agreement with Fenner Valley Farms LLC (“FVF”) (the “lessee”), a subsidiary of Water Asset Management LLC, a related party, pursuant to which FVF is leasing, for a
99
-year term,
2,100
acres owned by Cadiz in San Bernardino County, California, to be used to plant, grow and harvest agricultural crops (“FVF Lease Agreement”). As consideration for the lease, FVF paid the Company a
one
-time payment of
$12.0
million upon closing.
 
Under the FVF Lease Agreement, the Company has a repurchase option to terminate the lease at any time during the
twenty
(
20
) year period following the effective date of the lease ("Termination Option Period") upon (
1
) repayment of the
one
-time
$12
million lease payment plus a
ten
percent (
10%
) compounded annual return (provided that the amount of such payment shall be
not
less than
$14,400,000
), (
2
) reimbursement of water-related infrastructure on the leased property plus
8%
per annum as well as the actual costs of any farming-related infrastructure installed on the leased property and (
3
) reimbursement of certain pipeline-related development expenses, working in coordination with Cadiz,
not
to exceed
$3,000,000
(such payments, the " Termination Payments ").  If (
x
) Cadiz does
not
exercise its termination right within such
20
-year period or (y) the Agent under Cadiz's credit agreement declares an event of default under Cadiz's Senior Secured Debt and accelerates the indebtedness due and owing thereunder by Cadiz (or such indebtedness automatically accelerates under the terms of Cadiz's Senior Secured Debt), then the lessee
may
purchase the leased property for
$1.00.
  The Company has recorded the
one
-time payment of
$12
million, before legal fees, paid by FVF as a long-term lease liability.  The Company's consolidated statement of operations reflects a net charge equal to a
10%
finance charge compounding annually over the
20
-year Termination Option Period.  The net charge to the consolidated statement of operations reflects (
1
) rental income associated with the use of the land by FVF over the
20
-year termination option period and (
2
) interest expense at a market rate reflective of a
20
-year secured loan transaction. As a result of this transaction, the Company incurred approximately
$490
thousand of legal fees which was recorded as a debt discount and is being amortized over the
20
-year Termination Option Period.
 
The Company expects to receive rental income of
$420
thousand annually over the next
five
years related to the FVF Lease Agreement.
 
On
July 31, 2019,
SoCal Hemp JV LLC (the “JV”) was created by Cadiz Real Estate LLC (a fully owned subsidiary of Cadiz Inc.) and SoCal Hemp Co, LLC (a fully owned subsidiary of Glass House Farms, a division of California Cannabis Enterprises, Inc., which is an unrelated company to Cadiz Inc.) when the
two
parties entered into a Limited Liability Company Agreement (“LLC Agreement”). The JV is
50%
owned by Cadiz Real Estate LLC and
50%
owned by SoCal Hemp Co., LLC. Pursuant to the LLC Agreement, the JV profits and losses are allocated to the members based on their ownership share. The Company accounts for its investment in the JV using the equity method of accounting.
 
On
July 31, 2019,
the JV entered into a lease agreement (the “Lease Agreement”) with
the Company whereby the JV will cultivate industrial hemp on up to
9,600
acres at the Company’s agricultural property in eastern San Bernardino County, California (“Cadiz Ranch”). Under the terms of the Agreement, the JV initially leased
1,280
acres at the Cadiz Ranch and holds options to lease up to
8,320
additional acres by
2022.
The Agreement has an initial term of
five
years and the JV has the option to extend the term for
three
successive periods of
five
years each. In consideration for the lease arrangement, the JV will provide the Company an annual rental payment equal to
$500
per acre of leased property, subject to periodic CPI adjustment.