Note 2 - Long-term Debt	6 Months Ended
Jun. 30, 2017
Notes to Financial Statements
Debt Disclosure [Text Block]	NOTE 2 – LONG-TERM DEBT The carrying value of the Company’s debt approximates fair value. The fair value of the Company’s debt (Level 2 ) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company by its lenders for similar debt instruments of comparable maturities. On May 25, 2017 ( “Closing Date”), the Company entered into a new $60 million credit agreement (“Credit Agreement”) with funds affiliated with Apollo Global Management, LLC (“Apollo”) that replaced and refinanced the Company’s then existing $45 million senior secured mortgage debt (“Prior Senior Secured Debt”) and provided $15 million of new senior debt to fund immediate construction related expenditures (“New Senior Secured Debt”). The New Senior Secured Debt will mature on the earliest of (a) the four year anniversary of the Closing Date, and (b) the “Springing Maturity Date”, which is defined as the date which is 91 days prior to the maturity date of the 7.00% Convertible Senior Notes of Cadiz due 2020 (the “New Convertible Notes”) that were issued in December 2015 and April 2016 pursuant to the New Convertible Notes Indenture as defined in the Credit Agreement, if on the 91 st day preceding the maturity date of the New Convertible Notes, the 5 -Day VWAP, as defined in the Credit Agreement, is less than 120% of the then applicable Conversion Rate, as defined in the New Convertible Notes Indenture, and at least $10,000,000 in original principal amount of the New Convertible Notes is outstanding ((a) or (b), as applicable, the “Maturity Date”). The proceeds from the Credit Agreement were used to repay the Prior Senior Secured Debt resulting in a loss on extinguishment of $3.5 million which consisted of the write-off of unamortized debt discount, unamortized debt issuance costs and fees paid to the former lenders. In addition, the Company incurred $1.5 million in legal and finders fees which was recorded as additional debt discount and is being amortized through December 2019, which is the Springing Maturity Date as discussed above. In connection with the repayment, the Company entered into a Payoff Agreement on May 24, 2017. The Payoff Agreement provides for mediation and arbitration, if necessary, to determine if 357,500 penny warrants issued to the prior lenders became exercisable on May 28, 2017. The warrants to the prior lenders are accounted for as a derivative liability with unrealized gains or losses reflected in interest expense. Interest on the New Senior Secured Debt is due quarterly on each March 31, June 30, September 30 and December 31 ( each an “Interest Date”) beginning on June 30, 2017. Interest on the New Senior Secured Debt will (i) accrete to the outstanding principal amount at a rate per annum equal to 6% (the “PIK Rate”) compounded quarterly on each Interest Date and (ii) accrue on the outstanding principal amount a rate per annum equal to 2% (the “Cash Rate”). The Company, in its discretion, may make any quarterly interest payment in cash on the applicable Interest Date at the PIK Rate, in lieu of accretion of such interest to the principal amount at the PIK Rate. The Accreted Loan Value plus the Applicable Prepayment Premium will be due and payable on the Maturity Date. “Accreted Loan Value” means, as of the date of determination, the outstanding principal amount of the applicable Loan, plus all accreted interest as of the calendar day immediately prior to such date of determination. “Applicable Prepayment Premium” means with respect to any repayment of the New Senior Secured Debt (a) the Accreted Loan Value of the New Senior Secured Debt being prepaid or repaid, as applicable, multiplied by (b) 3.00%. The Company may prepay the New Senior Secured Debt, in whole or in part, for an amount equal to the Accreted Loan Value plus the Applicable Prepayment Premium; provided that if the Springing Maturity Date has not occurred, the Company may not prepay the New Senior Secured Debt, without the prior written consent of the holders of more than 50% of the aggregate unpaid principal amount of the New Senior Secured Debt, during the period commencing on the date that is 91 days prior to the maturity date of the New Convertible Notes and ending on the maturity date of the New Convertible Notes. The Company paid Apollo an upfront fee of 2.00% of the aggregate principal amount of the New Senior Secured Debt funded on the Closing Date. This amount was recorded as additional debt discount and is being amortized over the remaining term of the loan. In conjunction with the closing of the New Senior Secured Debt, the Company issued to Apollo warrants to purchase an aggregate 357,500 shares of its common stock. The Company recorded a debt discount at the time of the closing of the New Senior Secured Debt in the amount of $2.9 million which is the fair value of the 357,500 warrants issued. Such debt discount being amortized through December 2019, which is the Springing Maturity Date as discussed above. The fair value of the warrants will be remeasured each reporting period, and the change in warrant value will be recorded as interest expense. The warrant has a five year term and an exercise price of $14.94 per share, subject to adjustment. Total unrealized losses of $4.0 million for warrant liabilities accounted for as derivatives have been recorded in interest expense in both the three and six -month period ended June 30, 2017. The Company’s New Senior Secured Debt and its convertible notes contain 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, while there are affirmative covenants, 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. The debt covenants associated with the New Senior Secured Debt were negotiated by the parties with a view towards the Company’s operating and financial condition as it existed at the time the agreements were executed. At June 30, 2017, the Company was in compliance with its debt covenants.

NOTE

– LONG-TERM DEBT

The carrying value of the Company’s debt approximates fair value. The fair value of the Company’s debt (Level

) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company by its lenders for similar debt instruments of comparable maturities.

May 25, 2017 (

“Closing Date”), the Company entered into a new

$60

million credit agreement (“Credit Agreement”) with funds affiliated with Apollo Global Management, LLC (“Apollo”) that replaced and refinanced the Company’s then existing

$45

million senior secured mortgage debt (“Prior Senior Secured Debt”) and provided

$15

million of new senior debt to fund immediate construction related expenditures (“New Senior Secured Debt”). The New Senior Secured Debt will mature on the earliest of (a) the

four

year anniversary of the Closing Date, and (b) the “Springing Maturity Date”, which is defined as the date which is

days prior to the maturity date of the

7.00%

Convertible Senior Notes of Cadiz due

2020

(the “New Convertible Notes”) that were issued in

December 2015

and

April 2016

pursuant to the New Convertible Notes Indenture as defined in the Credit Agreement, if on the

day preceding the maturity date of the New Convertible Notes, the

-Day VWAP, as defined in the Credit Agreement, is less than

120%

of the then applicable Conversion Rate, as defined in the New Convertible Notes Indenture, and at least

$10,000,000

in original principal amount of the New Convertible Notes is outstanding ((a) or (b), as applicable, the “Maturity Date”).

The proceeds from the Credit Agreement were used to repay the Prior Senior Secured Debt resulting in a loss on extinguishment of

$3.5

million which consisted of the write-off of unamortized debt discount, unamortized debt issuance costs and fees paid to the former lenders. In addition, the Company incurred

$1.5

million in legal and finders fees which was recorded as additional debt discount and is being amortized through

December 2019,

which is the Springing Maturity Date as discussed above. In connection with the repayment, the Company entered into a Payoff Agreement on

May 24, 2017.

The Payoff Agreement provides for mediation and arbitration, if necessary, to determine if

357,500

penny warrants issued to the prior lenders became exercisable on

May 28, 2017.

The warrants to the prior lenders are accounted for as a derivative liability with unrealized gains or losses reflected in interest expense.

Interest on the New Senior Secured Debt is due quarterly on each

March 31,

June 30,

September 30

and

December 31 (

each an “Interest Date”) beginning on

June 30, 2017.

Interest on the New Senior Secured Debt will (i) accrete to the outstanding principal amount at a rate per annum equal to

(the “PIK Rate”) compounded quarterly on each Interest Date and (ii) accrue on the outstanding principal amount a rate per annum equal to

(the “Cash Rate”). The Company, in its discretion,

may

make any quarterly interest payment in cash on the applicable Interest Date at the PIK Rate, in lieu of accretion of such interest to the principal amount at the PIK Rate.

The Accreted Loan Value plus the Applicable Prepayment Premium will be due and payable on the Maturity Date. “Accreted Loan Value” means, as of the date of determination, the outstanding principal amount of the applicable Loan, plus all accreted interest as of the calendar day immediately prior to such date of determination. “Applicable Prepayment Premium” means with respect to any repayment of the New Senior Secured Debt (a) the Accreted Loan Value of the New Senior Secured Debt being prepaid or repaid, as applicable, multiplied by (b)

3.00%.

The Company

may

prepay the New Senior Secured Debt, in whole or in part, for an amount equal to the Accreted Loan Value plus the Applicable Prepayment Premium; provided that if the Springing Maturity Date has

not

occurred, the Company

may

not

prepay the New Senior Secured Debt, without the prior written consent of the holders of more than

50%

of the aggregate unpaid principal amount of the New Senior Secured Debt, during the period commencing on the date that is

days prior to the maturity date of the New Convertible Notes and ending on the maturity date of the New Convertible Notes.

The Company paid Apollo an upfront fee of

2.00%

of the aggregate principal amount of the New Senior Secured Debt funded on the Closing Date. This amount was recorded as additional debt discount and is being amortized over the remaining term of the loan.

In conjunction with the closing of the New Senior Secured Debt, the Company issued to Apollo warrants to purchase an aggregate

357,500

shares of its common stock. The Company recorded a debt discount at the time of the closing of the New Senior Secured Debt in the amount of

$2.9

million which is the fair value of the

357,500

warrants issued. Such debt discount being amortized through

December 2019,

which is the Springing Maturity Date as discussed above. The fair value of the warrants will be remeasured each reporting period, and the change in warrant value will be recorded as interest expense. The warrant has a

five

year term and an exercise price of

$14.94

per share, subject to adjustment.

Total unrealized losses of

$4.0

million for warrant liabilities accounted for as derivatives have been recorded in interest expense in both the

three

and

six

-month period ended

June 30, 2017.

The Company’s New Senior Secured Debt and its convertible notes contain 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, while there are affirmative covenants, there are

financial maintenance covenants and

restrictions on the Company’s ability to issue additional common stock to fund future working capital needs. The debt covenants associated with the New Senior Secured Debt were negotiated by the parties with a view towards the Company’s operating and financial condition as it existed at the time the agreements were executed. At

June 30, 2017,

the Company was in compliance with its debt covenants.