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Cadiz Inc.
(章程中规定的注册人的确切名称)
| | |
| (州或其他司法管辖区的 | (美国国税局雇主 |
| 成立或组织) | 识别号) |
| | |
| | |
| (主要执行办公室地址) | (邮政编码) |
注册人的电话号码（包括区号）： (
根据本法案第12(b)条注册的证券：
| 每个课程的标题 | 交易标的 | 注册的每个交易所名称 |
| | | 该 |
| |
|
该 |
请通过勾选标记来表明注册人是否（1）在过去的12个月内（或在注册人被要求提交此类报告的较短期间内）已按照《1934年证券交易法》第13条或第15(d)条的要求提交了所有需要提交的报告；以及（2）在过去90天内是否一直受到此类提交要求的约束。
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请通过勾选来指明注册人是否为大型加速报告公司、加速报告公司、非加速报告公司、小型报告公司或新兴成长公司。请参见《证券交易法》第12b-2条中对「大型加速报告公司」、「加速报告公司」、「小型报告公司」和「新兴成长公司」的定义：
☐ 大型加速报告人☐ 加速申报公司☑
如果是一家新兴成长公司，请在注册人选择不使用根据《交易所法》第13(a)条提供的任何新的或修订的财务会计标准的延长过渡期时，用勾选标记。☐
请用勾选标记指示注册人是否为壳公司（根据《交易法》第12b-2条定义）。 是
截至2025年8月12日，注册人的
| 2025 财年第二季度 10-Q 季度报告 |
页 |
| 第一部分 –财务信息 |
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| 项目1. 基本报表 |
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| 卡迪兹公司合并基本报表 |
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| 第二部分 –其他信息 |
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Cadiz Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
| 对于三个月 |
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| 截至六月三十日 |
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| （单位：千美元，每股数据除外） |
2025 |
2024 |
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| 总收入 |
$ | $ | ||||||
| 成本和费用： |
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| 营业成本 |
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| 一般及行政管理 |
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| 折旧 |
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| 总成本和费用 |
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| 营业亏损 |
( |
) | ) | |||||
| 净利息费用 |
( |
) | ) | |||||
| 税前亏损 |
( |
) | ) | |||||
| 所得税费用 |
( |
) | ) | |||||
| 净亏损和综合亏损 |
$ | ( |
) | $ | ) | |||
| 减：优先股股息 |
( |
) | ( |
) | ||||
| 适用于普通股的净亏损和综合亏损 |
$ | ( |
) | $ | ) | |||
| 基本每股净亏损和稀释每股净亏损 |
$ | ( |
) | $ | ) | |||
| 基本和稀释加权平均流通股数 |
||||||||
请参阅未经审计的简明合并财务报表附注。
Cadiz Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
| 六个月期间 |
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| 截至六月三十日 |
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| （单位：千美元，每股数据除外） |
2025 |
2024 |
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| 总收入 |
$ | $ | ||||||
| 成本和费用： |
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| 营业成本 |
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| 一般及行政管理 |
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| 折旧 |
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| 总成本和费用 |
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| 营业亏损 |
( |
) | ) | |||||
| 净利息费用 |
( |
) | ) | |||||
| 税前亏损 |
( |
) | ) | |||||
| 所得税费用 |
( |
) | ) | |||||
| 净亏损和综合亏损 |
$ | ( |
) | $ | ) | |||
| 减：优先股股息 |
( |
) | ( |
) | ||||
| 适用于普通股的净亏损和综合亏损 |
$ | ( |
) | $ | ) | |||
| 基本每股净亏损和稀释每股净亏损 |
$ | ( |
) | $ | ) | |||
| 基本和稀释加权平均流通股数 |
||||||||
请参阅未经审计的简明合并财务报表附注。
Cadiz Inc.
| （单位：千美元，每股数据除外） | 6月30日, 2025 | 12月31日, 2024 | ||||||
| 资产 | ||||||||
| 流动资产： | ||||||||
| 现金及现金等价物 | $ | $ | ||||||
| 应收账款 | ||||||||
| 存货 | ||||||||
| 预付费用及其他流动资产 | ||||||||
| 流动资产合计 | ||||||||
| 物业、厂房、设备及水务项目，净额 | ||||||||
| 长期存款/预付费用 | ||||||||
| 商誉 | ||||||||
| 使用权资产 | ||||||||
| 长期受限现金 | ||||||||
| 其他资产 | ||||||||
| 总资产 | $ | $ | ||||||
| 负债和股东权益’ 股本 | ||||||||
| 流动负债： | ||||||||
| 应付账款 | $ | $ | ||||||
| 应计负债 | ||||||||
| Current portion of long-term debt | ||||||||
| 应付股息 | ||||||||
| 或有对价负债 | ||||||||
| 递延收入 | ||||||||
| 经营租赁负债 | ||||||||
| 流动负债合计 | ||||||||
| 长期债务，净值 | ||||||||
| 与关联方的长期租赁义务，净额 | ||||||||
| 长期经营租赁负债 | ||||||||
| 递延收入 | ||||||||
| 其他长期负债 | ||||||||
| 总负债 | ||||||||
| 承诺与或有事项（注释 10） | ||||||||
| 股东权益： | ||||||||
| 优先股 - $ ； 截至2025年6月30日和2024年12月31日授权的股份；已发行和流通的股份 - 2025年6月30日和2024年12月31日 | ||||||||
| % 系列 A 累积、永久优先股 - $ ； 截至2025年6月30日和2024年12月31日授权的股份；已发行和流通的股份 – 2025年6月30日和2024年12月31日 | ||||||||
| 普通股 - $ ； 截至2025年6月30日和2024年12月31日授权的股份；已发行和流通的股份 – 截至2025年6月30日和 截至 2024 年 12 月 31 日 | ||||||||
| 额外的资本公积 | ||||||||
| 累计亏损 | ( | ) | ( | ) | ||||
| 股东权益总计 | ||||||||
| 负债和股东权益合计 | $ | $ | ||||||
请参阅未经审计的简明合并财务报表附注。
Cadiz Inc.
| 六个月期间 |
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| 截至六月三十日 |
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| （单位：千美元） |
2025 |
2024 |
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| 经营活动产生的现金流量： |
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| 净亏损 |
$ | ( |
) | ( |
) | |||
| 调整以使净损失与经营活动中使用的净现金对账： |
||||||||
| 折旧 |
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| 债务折价和发行成本的摊销 |
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| 使用权资产摊销 |
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| 利息费用计入贷款本金 |
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| 利息费用计入租赁负债 |
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| 财务费用 |
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| 股票和股票期权奖励的补偿费用 |
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| 经营资产和负债的变化： |
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| 应收账款 |
( |
) | ||||||
| 存货 |
( |
) | ||||||
| 预付费用及其他流动资产 |
( |
) | ||||||
| 其他资产 |
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| 应付账款 |
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| 租赁负债 |
( |
) | ( |
) | ||||
| 递延收入 |
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| 其他应计负债 |
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| 经营活动使用的净现金 |
( |
) | ( |
) | ||||
| 投资活动产生的现金流量： |
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| 对物业、厂房及设备和水务项目的新增投资 |
( |
) | ( |
) | ||||
| 对资产购买选项的存款新增 |
( |
) | ||||||
| 投资活动使用的净现金 |
( |
) | ( |
) | ||||
| 筹资活动产生的现金流量： |
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| Net proceeds from issuance of stock |
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| 分红派息 |
( |
) | ( |
) | ||||
| 发行长期债务所得 |
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| 长期债务的本金偿还 |
( |
) | ( |
) | ||||
| 发行长期债务的费用 |
( |
) | ||||||
| 应付或有对价负债的支付 | ( |
) | ||||||
| 与股权奖励净股份结算相关的税费支付 |
( |
) | ( |
) | ||||
| 融资活动提供的净现金 |
||||||||
| 现金、现金等价物及受限现金的净（减少）增加 |
( |
) | ||||||
| 期初现金、现金等价物和受限现金 |
||||||||
| 期末现金、现金等价物和受限现金 |
$ | $ | ||||||
请参阅未经审计的简明合并财务报表附注。
Cadiz Inc.
截至2025年6月30日的三个月和六个月（$以千为单位，除股份数据外）
| 8.875% A系列累积 | 额外 | 总计 | ||||||||||||||||||||||||||||||||||
| 普通股 | 优先股 | 永久优先股 | 实收资本 | 累积 | 股东权益 | |||||||||||||||||||||||||||||||
| 股份 | 金额 | 股份 | 金额 | 股份 | 金额 | 资本 | 亏损 | 股权 | ||||||||||||||||||||||||||||
| 截至2024年12月31日的余额 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| 根据直接发行的股份 | ||||||||||||||||||||||||||||||||||||
| 基于股票的薪酬支出，扣除税款后 | - | - | - | - | - | |||||||||||||||||||||||||||||||
| 宣告分红于 % A系列累积永久优先股（$ 每股) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| 净亏损和综合亏损 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| 截至2025年3月31日的余额 | ( | ) | ||||||||||||||||||||||||||||||||||
| 基于股票的薪酬支出，扣除税款后 | - | - | - | - | - | |||||||||||||||||||||||||||||||
| 宣告的股息为 % A系列累积优先股（$ 每股) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| 对8.875% A系列累积优先股支付的股息进行重新分类 | - | - | - | ( | ) | |||||||||||||||||||||||||||||||
| 净亏损和综合亏损 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| 截至2025年6月30日的余额 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
请参阅未经审计的简明合并财务报表附注。
Cadiz Inc.
截至2024年6月30日的三个月和六个月($以千为单位，除股份数据外）
| 8.875% A系列累积 | 额外 | 总计 | ||||||||||||||||||||||||||||||||||
| 普通股 | 优先股 | 永久优先股 | 实收资本 | 累积 | 股东权益 | |||||||||||||||||||||||||||||||
| 股份 | 金额 | 股份 | 金额 | 股份 | 金额 | 资本 | 亏损 | 股权 | ||||||||||||||||||||||||||||
| 2023年12月31日余额 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| 基于股票的薪酬支出，扣除税款后 | - | - | - | - | - | |||||||||||||||||||||||||||||||
| 认股权证的发行 | - | - | - | |||||||||||||||||||||||||||||||||
| 向贷方发行的股份 | ||||||||||||||||||||||||||||||||||||
| 向顾问发行股份 | ||||||||||||||||||||||||||||||||||||
| 债务消除收益的资本化 | - | - | - | |||||||||||||||||||||||||||||||||
| 宣告分红于 % A系列累积永久优先股（$ 每股) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| 净亏损和综合亏损 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| 截至2024年3月31日的余额 | $ | $ | ( | ) | ||||||||||||||||||||||||||||||||
| 基于股票的薪酬支出，扣除税款后 | - | - | - | - | - | |||||||||||||||||||||||||||||||
| 宣告分红于 % A系列累积永久优先股（$ 每股) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| 净亏损和综合亏损 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| 截至2024年6月30日的余额 | ( | ) | ||||||||||||||||||||||||||||||||||
请参阅未经审计的简明合并财务报表附注。
Cadiz Inc.
注 1 – 呈现基础
Cadiz Inc.（也称为“Cadiz”或“公司”）编制的简明合并财务报表及附注未经审计，应与公司年报中包含的合并财务报表及其附注一起阅读。 10-K 2024年12月31日的年度内已资本化。
上述简明合并财务报表包含公司的账目，并包含公司管理层认为对公正表述公司财务状况、经营成果和现金流量所必需的所有调整，这些调整仅由正常的经常性调整组成，且已按照普遍接受的会计原则编制。
按照公认会计原则编制财务报表需要管理层做出估计和假设，这些估计和假设会影响财务报表及附注中报告的金额。实际结果可能与这些估计有所不同，这些差异 可能 可能对财务报表产生重大影响。 六种 截至 2025 年 6 月 30 日， 是 不 并不一定代表整个财政年度的结果 12月31, 2025.
流动性
公司的简明合并财务报表是根据适用于持续经营的会计原则编制的，该原则假设在正常的商业过程中实现资产和结清负债。
公司遭受了$的损失
现金需求在 六种 截至 2025年6月30日 主要反映了与公司在水解决方案方面的土地、水、基础设施和技术资产相关的某些运营和管理成本，包括莫哈维地下水银行、农业运营和水过滤业务。公司目前的活动专注于以满足南加州地下水储存能力的紧迫需求和对可负担、可靠、长期水源的日益增长的需求为目标，提供在美国西南部不可避免的干旱时期的水安全。
在 2024年3月6日， 公司与HHC $ Fund（“Heerema”）签署了《信贷协议第三修正案》和《担保协议第一修正案》（“第三修订信贷协议”）。 2012 第三修订信贷协议规定，除其他事项外，(a) Heerema提供了一笔新批次的高级担保可转换定期贷款，金额总计为$
在 2024年11月5日， 公司完成了向特定机构投资者的注册直接发行的普通股的销售和发行。
在 2025年3月7日， 公司完成了向某些机构投资者的注册直接发行的普通股的销售和发行。
公司 可能 通过多种方式满足其债务和运营资金需求，包括延期、再融资、股权融资、资产出售或其他处置，或减少运营成本。高级担保债务中的契约确实 不 禁止公司使用额外的股权融资，并允许公司保留 100% 任何普通股权融资的收益。公司确实 不 预计贷款契约不会实质性限制其为莫哈维地下水银行、农业运营和水过滤业务活动融资的能力。
管理层评估公司是否有足够的流动性来支持其在每个财务报表发行日期后的下一个月份的费用。 十二 管理层评估公司的流动性，以确定公司是否存在实质性疑虑，关于公司能否继续作为一个持续经营的实体。在进行此流动性评估时，管理层运用判断来估算公司的预计现金流，包括以下内容：(i) 预计现金流出 (ii) 预计现金流入，(iii) 将支出分类为可自由支配与不可自由支配，以及 (iv) 筹集资本的能力。现金流预测基于已知或计划的运营成本现金需求以及项目开发的计划成本。
公司流动性及融资能力的限制 可能 将对其产生不利影响。充足的流动性对于满足公司的资源开发活动至关重要。尽管公司目前预计其资金来源足以满足近期的流动性需求，但无法保证其流动性需求将继续得到满足。 无 如果公司无法筹集所需资金，可能不得不大幅削减运营费用，这将对其实施当前商业计划的能力产生不利影响，并最终影响其作为公司的生存能力。
补充现金流量信息
在 六种 截至 2025 年 6 月 30 日， 约$
At 2025 年 6 月 30 日， 应付A系列优先股现金股息的应计费用为$
在简明合并现金流量表中显示的现金、现金等价物和受限现金的余额包括以下内容：
| 现金、现金等价物和受限现金 | 2025年6月30日 | 2024年12月31日 | 2024年6月30日 | |||||||||
| （单位：千） | ||||||||||||
| 现金及现金等价物 | $ | $ | $ | |||||||||
| 受限现金 | ||||||||||||
| 长期限制性现金 | ||||||||||||
| 合并现金流量表中的现金、现金等价物和受限现金 | $ | $ | $ | |||||||||
受限现金金额主要代表存入一个隔离账户的资金，该账户作为现金担保，支持公司为北方管道项目签发的履约和复垦保证金的信用证。
近期会计公告
会计指导 未 尚未采用
在 2024年11月， FASB 发布了 ASU No. 2024-03, 收入表费用的分解（子主题 220-40）("ASU 2024-03”）。ASU 2024-03 要求公开商业实体对收入表费用进行分解披露。ASU 2024-03 对于在以下财政年度开始之后的期间生效 December 15, 2025, 并且对于在此后开始的中期报告期， 2027年12月15日。公司目前正在评估这一新指引，并预计该标准将 不 对合并财务报表产生重大影响。
已采纳的会计指导
在 2023年11月， 财务会计标准委员会（“FASB”）发布了会计标准更新（“ASU”） No. 的有效日期。 2023-07, 分部报告（主题 280）("ASU 2023-07”）。ASU 2023-07 修改了可报告部门的披露和呈现要求。ASU 2023-07 对于在以下财政年度开始之后的期间生效 2023年12月15日，以及从财务年度开始后的中期。 2024年12月15日允许提前采用。ASU的采用应追溯适用于财务报表中呈现的所有以前期间。该新标准的采用日期为 2024年12月31日， 拥有 无 对公司合并财务报表的重大影响。
在 2023年12月， 财务会计标准委员会（“FASB”）发布了会计标准更新（“ASU”） No. 2023-09, 所得税（主题 740）("ASU 2023-09”）。ASU 2023-09 扩展了实体所得税率调节表中的披露以及关于在美国和外国管辖区支付现金税的披露。ASU 2023-09 对于在以下财政年度开始之后的期间生效 我们于 自此标准的采用 2025年1月1日， 拥有 无 对公司合并财务报表的重大影响。
注 2 – 可报告部门
公司目前在
我们根据各个部门的营业（亏损）评估我们的业绩。利息费用、所得税费用以及与权益法投资相关的损失不计入部门的营业（亏损）计算。各部门的净收入、营业费用和营业（亏损）/收入信息如下： 三 以及 六种 截至 2025年6月30日 和 2024:
| 截至 2025 年 6 月 30 日的三个月 | ||||||||||||
| （单位：千） | 土地和水资源 | 水过滤技术 | 总计 | |||||||||
| 营业收入 | ||||||||||||
| 成本和费用： | ||||||||||||
| 营业成本 | ||||||||||||
| 一般及行政管理 | ||||||||||||
| 折旧 | ||||||||||||
| 总成本和费用 | ||||||||||||
| 营运（亏损）收入 | $ | ( | ) | $ | $ | ( | ) | |||||
| 截至2024年6月30日的三个月 | ||||||||||||
| （单位：千） | 土地和水资源 | 水过滤技术 | 总计 | |||||||||
| 营业收入 | ||||||||||||
| 成本和费用： | ||||||||||||
| 营业成本 | ||||||||||||
| 一般及行政管理 | ||||||||||||
| 折旧 | ||||||||||||
| 总成本和费用 | ||||||||||||
| 营业亏损 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| 截至2025年6月30日止六个月 | ||||||||||||
| （单位：千） | 土地和水资源 | 水过滤技术 | 总计 | |||||||||
| 营业收入 | ||||||||||||
| 成本和费用： | ||||||||||||
| 营业成本 | ||||||||||||
| 一般及行政管理 | ||||||||||||
| 折旧 | ||||||||||||
| 总成本和费用 | ||||||||||||
| 营运（亏损）收入 | $ | ( | ) | $ | $ | ( | ) | |||||
| 截至2024年6月30日的六个月 | ||||||||||||
| （单位：千） | 土地和水资源 | 水过滤技术 | 总计 | |||||||||
| 营业收入 | $ | $ | $ | |||||||||
| 成本和费用： | ||||||||||||
| 营业成本 | ||||||||||||
| 一般及行政管理 | ||||||||||||
| 折旧 | ||||||||||||
| 总成本和费用 | ||||||||||||
| 营业亏损 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
按业务部门划分的资产如下（单位：千美元）：
| 6月30日, 2025 | 12月31日， 2024 | |||||||
| 经营部门： | ||||||||
| 水资源与土地资源 | $ | $ | ||||||
| 水过滤技术 | ||||||||
| $ | $ | |||||||
各经营部门的商誉如下（单位：千美元）:
| 6 月 30 日， 2025 | 12月31日， 2024 | |||||||
| 经营部门： | ||||||||
| 水资源与土地资源 | $ | $ | ||||||
| 水过滤技术 | ||||||||
| $ | $ | |||||||
资产、工厂、设备和水务项目包括以下内容（以千美元计）:
| 2025年6月30日 | ||||||||||||
| 水资源与土地资源 | 水过滤技术 | 总计 | ||||||||||
| Land株式会社及土地改良 | $ | $ | $ | |||||||||
| 水资源项目 | ||||||||||||
| 研发管线 | ||||||||||||
| 建筑物 | ||||||||||||
| 租赁改良、家具和固定装置 | ||||||||||||
| 机械和设备 | ||||||||||||
| 在建工程 | ||||||||||||
| 较少的累计折旧 | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
| 2024年12月31日 | ||||||||||||
| 水资源与土地资源 | 水过滤技术 | 总计 | ||||||||||
| Land株式会社及土地改良 | $ | $ | $ | |||||||||
| 水资源项目 | ||||||||||||
| 研发管线 | ||||||||||||
| 建筑物 | ||||||||||||
| 租赁改良、家具和固定装置 | ||||||||||||
| 机械和设备 | ||||||||||||
| 在建工程 | ||||||||||||
| 较少的累计折旧 | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
注 3 – 长期债务
公司的高级担保债务和公司的可转换票据工具的账面价值大致等于公允价值。
在 2021年7月2日， 公司签订了一份金额为$
在 2023年2月2日， 公司签订了信用协议的第一次修正案，以修改信用协议的某些条款（“第一次修正信用协议”）。在第一次修正信用协议中，公司偿还了 $
在 2024年3月6日， 公司签署了第三次修订信用协议。在签署第三次修订信用协议之前，Heerema代表公司以折扣购买了信用协议下未偿还的有担保不可转换定期贷款（“转让”）。该转让被视为债务注销，导致收益为$
第三次修订的信贷协议规定，除其他事项外，(a) Heerema 提供的新一批高级担保可转换定期贷款，总本金金额为 $
与向Heerema发行的债务有关，公司向Heerema发行了一份购买我们普通股的认股权证（“Heerema认股权证”）。
Heerema持有新担保可转换债务、不可转换定期贷款和Heerema认股权证，同时也是重要股东，持有
在某些资产出售、负债产生或灾难或征用事件的情况下，根据信贷协议中描述的特定情况，公司将被要求使用部分收益来提前偿还担保债务的金额。如果公司额外发行代表股份权益的存托凭证（“存托凭证”），公司将在收到净现金收益后的 业务日内，应用 % 的净现金收益来提前偿还到期债务（包括上述适用的偿还费用）。
信贷协议包括惯常的肯定性和否定性契约，包括财务报表和其他报告的提交。否定性契约限制公司在诸多方面的能力，包括承担债务、设定留置权、进行投资、出售资产、支付股息以及与关联方进行交易。此外，信贷协议还包括惯常的违约事件和救济措施。截至 2025年6月30日的资产负债表日期的一年内。
注 4 – 基于股票的补偿计划
公司已根据其 2019 股权激励计划授予了期权和股票奖励，如下所述。
2019 股权激励计划
2025年Digiday流媒体和视频奖 2019 股权激励计划（经修订， “2019 EIP）最初于 2019年7月10日 年度会议上获得股东批准， 于2022年7月12日 年度会议上对该计划的修订获得股东批准， 2024年6月11日 年度会议及 2025年6月12日 年度会议。修订后的计划规定向公司员工、董事和顾问授予和发行最多
实际 2021年7月1日， 票据的 2019 每位外部董事获得$
向董事、高级职员和顾问授予股票奖励
公司已根据其 2019 EIP 授予股票奖励。
总数中的
在 2024年1月，
在 2024年4月发布， 公司授予了
在 2025年2月，
此外，在 2025年3月，
附带的合并经营报表和全面亏损中包括大约 $
NOTE 5 – INCOME TAXES
As of June 30, 2025, the Company had net operating loss (“NOL”) carryforwards of approximately $
The Company's tax years through 2024 remain subject to examination by the Internal Revenue Service, and tax years through 2024 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 years for federal tax purposes and 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, deferred tax asset has been reflected in the accompanying condensed consolidated balance sheet.
NOTE 6 – NET LOSS PER COMMON SHARE
Basic net loss per common share is computed by dividing the net loss by the weighted-average common shares outstanding. Options, deferred stock units, convertible debt, convertible preferred shares and warrants were not considered in the computation of net loss per share because their inclusion would have been antidilutive. Had these instruments been included, the fully diluted weighted average shares outstanding would have increased by approximately
NOTE 7 – LEASES & PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS
Effective February 1, 2024, the Company entered into a
The Company has operating leases for right-of-way agreements, corporate offices, vehicles and office equipment. The Company’s leases have remaining lease terms of
As a lessor, in February 2016, the Company entered into a lease agreement with Fenner Valley Farms LLC (“FVF”) (the “lessee”), pursuant to which FVF is leasing, for a
Depreciation expense on land improvements, buildings, leasehold improvements, machinery and equipment and furniture and fixtures was $
NOTE 8 – FAIR VALUE MEASUREMENTS
Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. The Company considers 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.
In 2022, the Company recorded a contingent consideration liability in the amount of $
| (in thousands) | Level 3 Liabilities | |||
| Balance at December 31, 2024 | $ | ( | ) | |
| Payment of contingent consideration liabilities | ||||
| Balance at June 30, 2025 | $ | |||
NOTE 9 – COMMON AND PREFERRED STOCK
Common Stock
The Company is authorized to issue
On November 5, 2024, the Company completed the sale and issuance of
On March 7, 2025, the Company completed the sale and issuance of
Series 1 Preferred Stock
The Company has issued a total of
Series A Preferred Stock
On June 29, 2021, the Company entered into an Underwriting Agreement with B. Riley Securities, Inc., as representative of the several underwriters named there, to issue and sell an aggregate of
On July 1, 2021, the Company filed the Certificate of Designation (“Certificate of Designation”) for the Series A Preferred Stock with the Secretary of State of the State of Delaware, which became effective upon acceptance for record. The Certificate of Designation classified a total of
As set forth in the Certificate of Designation, the Series A Preferred Stock will rank, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to Common Stock of the Company; (ii) junior to the Series 1 Preferred Stock with respect to the distribution of assets upon the Company’s voluntary or involuntary liquidation, dissolution or winding up; (iii) senior to the Series 1 Preferred Stock with respect to the payment of dividends and (iv) effectively junior to all the Company’s existing and future indebtedness (including indebtedness convertible into Common Stock or preferred stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company’s existing or future subsidiaries.
Holders of Series A Preferred Stock, when and as authorized by the Company’s Board of Directors, are entitled to cumulative cash dividends at the rate of
Dividends on the Series A Preferred Stock underlying the depositary shares will continue to accumulate whether or not (i) any of our agreements prohibit the current payment of dividends, (ii) we have earnings or funds legally available to pay the dividends, or (iii) our Board of Directors does not declare the payment of the dividends.
Holders of depositary shares representing interests in the Series A Preferred Stock generally will have no voting rights. However, if we do not pay dividends on any outstanding shares of Series A Preferred Stock for six or more quarterly dividend periods (whether or not declared or consecutive), holders of the Series A Preferred Stock (voting separately as a class with all other outstanding series of preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect two additional directors to the Board of Directors to serve until all unpaid dividends have been fully paid or declared and set apart for payment.
On and after July 2, 2026, the shares of Series A Preferred Stock will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to $
Shares of Series A Preferred Stock are convertible into shares of Common Stock if, and only if, a change of control or delisting event (each as defined in the Certificate of Designation) has occurred, and the Company has not elected to redeem the Series A Preferred Stock prior to the applicable conversion date. Upon any conversion, each share of Series A Preferred Stock will be converted into that number of shares of Common Stock equal to the lesser of (i) the quotient obtained by dividing (A) the sum of (x) the $
The Company has
NOTE 10 – COMMITMENTS AND CONTINGENCIES
In the normal course of its agricultural operations, the Company handles, stores, transports and dispenses products identified as hazardous materials. Regulatory agencies periodically conduct inspections and, currently, there are no pending claims with respect to hazardous materials.
Pursuant to cost-sharing agreements that have been entered into by participants in the Mojave Groundwater Bank, $
In conjunction with the
The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any other pending or threatened litigation that it expects will have a material adverse effect on its business, financial condition, liquidity, or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings.
ITEM 2. 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 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, 2024. Our forward-looking statements are made only as of the date hereof. We assume no duty to update these forward-looking statements to reflect new, changed or unanticipated events or circumstances, other than as may be required by law.
We are a water solutions provider with a unique combination of land, water, pipeline and water filtration assets located in Southern California between major water systems serving population centers in the Southwestern United States. Our portfolio of assets includes 2.5 million acre-feet of water supply, 1 million acre-feet of groundwater storage capacity, 220 miles of existing, underground pipeline, 43 miles of right-of-way entitlements for pipeline construction, and versatile, scalable and cost-effective water filtration technology that removes contaminants and constituents of concern from groundwater. Our customers are public and private water systems, government agencies and commercial businesses.
We manage our landholdings, pipeline and water filtration technology assets to offer a suite of integrated products and services to public water systems, government agencies and commercial customers that include reliable water supply, groundwater storage, water conveyance and custom-designed water filtration technology systems.
Water Supply – We own vested water rights to withdraw 2.5 million acre-feet of groundwater for beneficial uses, including agricultural development on our property and export to serve communities across Southern California. Because water in the aquifer system will eventually be lost to evaporation, surplus water that is captured and withdrawn before it evaporates is a new water supply (i.e. “conserved” water). We have completed environmental review in accordance with local, state and federal laws authorizing the management of the groundwater aquifer underlying our property in the Cadiz Valley (“Cadiz Ranch”) which is expected to produce an average of 50,000 acre-feet of water per year (“AFY”) for 50 years for beneficial use in Southern California communities.
Water Storage – The alluvium aquifer that lies beneath the Cadiz Ranch is also large enough for use as a water “banking” facility, capable of storing water “in-lieu” for supply customers and up to 1 million acre-feet of imported surplus water for return during drought periods. For comparison, Metropolitan Water District of Southern California stores approximately 1.2 million acre-feet of water in the largest surface reservoir in the United States, Lake Mead.
Water Conveyance Infrastructure – We own an existing 220-mile 30-inch steel pipeline (“Northern Pipeline”), that intersects several water storage and conveyance facilities in Southern California, including the California Aqueduct, the Los Angeles Aqueduct, and the Mojave River Pipeline. The capacity of the Northern Pipeline for water conveyance is 25,000 AFY. We also own a 99-year lease with the Arizona & California Railroad Company that will allow us to construct a 43-mile water conveyance pipeline (“Southern Pipeline”) within the existing, active railroad right-of-way that extends from the Cadiz Ranch to the Colorado River Aqueduct. We expect the capacity of the Southern Pipeline to be 150,000 AFY to accommodate imported water storage. We hold an option to purchase up to 180 miles of existing unused 36” steel pipeline that can be used in construction of the Southern Pipeline system or to replace certain components of the Northern Pipeline.
Water Filtration Technology – In 2022, we completed the acquisition of the assets of ATEC Water Systems, Inc. into ATEC Water Systems, LLC (“ATEC”), which provides innovative water filtration solutions for impaired or contaminated groundwater sources. ATEC’s specialized filtration media provide cost-effective, high-rate of removal for common groundwater impairments and contaminants that pose health risks in drinking water including iron, manganese, arsenic, Chromium-6, nitrates, per-and-polyfluoroalkyl substances (PFAS) and other constituents of concern.
Our addition of pipeline infrastructure and ATEC water filtration technology to our portfolio of land and water assets has enabled us to adjust our business model to begin offering integrated services and solutions to public water systems that address the urgent challenges of climate change and make significant progress in advancing contract negotiations for water supply with public water systems.
In 2024, we entered into agreements with public water systems, private utility and other private water providers for their purchase of 21,275 AFY of annual water supply from us to be delivered via the Northern Pipeline. These agreements cumulatively represent 85% of the full capacity (25,000 AFY) of the Northern Pipeline.
Through membership in Fenner Gap Mutual Water Company, a mutual water company to be owned by the participating water agencies, these agreements provide for delivery of purchased annual water supply over a 40-year term (take or pay), at an agreed upon market price estimated to start at approximately $850/AFY and subject to annual adjustment. Participating water providers are also expected to pay a portion of operating costs and the capital costs for conversion of facilities.
In August 2025, we entered into a non-binding Memorandum of Understanding (“MOU”) with EPCOR NR Holdings Inc. (“EPCOR”) to pursue development of the Mojave Groundwater Bank to provide long-term water supply for the benefit of EPCOR customers in Arizona (“Arizona off-takers”). The MOU contemplates entering into an exclusive marketing agreement wherein Cadiz will grant EPCOR exclusive rights to market 25,000 acre-feet per year (AFY) of conserved water from the Mojave Groundwater Bank project to Arizona off-takers, and EPCOR will design, build and finance a portion of the Southern Pipeline system that will be substantially devoted to the conveyance of water to the Colorado River Aqueduct for the benefit of Arizona off-takers.
We estimate that it will cost approximately $800 million to construct all required facilities to complete the Mojave Groundwater Bank, including conversion of the Northern Pipeline to water conveyance and construction of the Southern Pipeline, the wellfield and power facilities. We have established a new business entity, Mojave Water Infrastructure Company, LLC (“MWI”), to fund these capital costs in partnership with public sector, tribal and other investors that we expect will contribute up to $401 million equity capital into MWI. In the fourth quarter of 2024 and 1st quarter of 2025, we have entered into non-binding letters of intent and a letter of agreement with potential MWI investors for up to $425 million. Due diligence is ongoing with these and other potential MWI investors. The parties will also coordinate with us to seek available infrastructure grants and/or other financing alternatives including potential revenue bond issuances through a to-be-formed financing Joint Powers Authority to fund the remaining construction costs.
Upon closing of definitive agreements, we would expect to contribute our pipeline infrastructure assets, including the Northern Pipeline and the Southern Pipeline right-of-way, and an expected 51% share of the long-term cash flows from the groundwater banking and storage operations, to MWI in exchange for the equity capital funding. Under this potential structure, in consideration of our transfer of assets, MWI would be expected to pay us up to approximately $76 million among other considerations and we would expect to retain 49% of the water storage rights.
ATEC and our agricultural operations provide our current principal source of revenue, although our working capital needs are not fully supported by these operations at this time. We believe that our water supply, storage, pipeline conveyance and treatment solutions will provide a significant source of future cash flow for the business and our stockholders. We presently rely upon debt and equity financing to support our working capital needs and development of our water solutions.
Our current and future operations also include activities that further our commitments to sustainable stewardship of our land, water, pipeline and water filtration technology assets, good governance and corporate social responsibility. We believe these commitments are important investments that will assist in maintenance of sustained stockholder value.
Results of Operations
Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024
We currently operate in two reportable segments. Our largest segment is Land and Water Resources, which comprises all activities regarding our properties in the eastern Mojave Desert, pre-revenue development of the Mojave Groundwater Bank (supply, storage and conveyance), and agricultural operations. Our second operating segment is Water Filtration Technology comprised of ATEC which provides innovative water filtration technology solutions for impaired or contaminated groundwater sources.
We evaluate our performance based on segment operating (loss). Interest expense, income tax expense and losses related to equity method investments are excluded from the computation of operating (loss) for the segments. Segment net revenue, segment operating expenses and segment operating (loss)/income information consisted of the following for the three months ended June 30, 2025 and 2024:
| Three Months Ended June 30, 2025 |
||||||||||||
| (in thousands) |
Land and Water Resources |
Water Filtration Technology |
Total |
|||||||||
| Revenues |
431 | 3,695 | 4,126 | |||||||||
| Costs and expenses: |
||||||||||||
| Cost of sales |
614 | 2,051 | 2,665 | |||||||||
| General and administrative |
5,750 | 1,185 | 6,935 | |||||||||
| Depreciation |
294 | 9 | 303 | |||||||||
| Total costs and expenses |
6,658 | 3,245 | 9,903 | |||||||||
| Operating (loss) income |
$ | (6,227 | ) | $ | 450 | $ | (5,777 | ) | ||||
| Three Months Ended June 30, 2024 |
||||||||||||
| (in thousands) |
Land and Water Resources |
Water Filtration Technology |
Total |
|||||||||
| Revenues |
350 | 163 | 513 | |||||||||
| Costs and expenses: |
||||||||||||
| Cost of sales |
679 | 173 | 852 | |||||||||
| General and administrative |
5,917 | 388 | 6,305 | |||||||||
| Depreciation |
292 | 13 | 305 | |||||||||
| Total costs and expenses |
6,888 | 574 | 7,462 | |||||||||
| Operating loss |
$ | (6,538 | ) | $ | (411 | ) | $ | (6,949 | ) | |||
We have not received significant revenues from our water supply, storage, or conveyance assets to date. Our revenues have been limited primarily to ATEC sales and sales from our alfalfa plantings and rental income from our agricultural leases. As a result, we have historically incurred a net loss from operations. We incurred an operating loss of $5.8 million in the three months ended June 30, 2025, compared to a $6.9 million operating loss during the three months ended June 30, 2024. The higher loss in 2025 was primarily due to increased professional fees incurred in advancing the development of the Mojave Groundwater Bank and higher compensation costs related to stock based non-cash bonus awards offset by improved profitability from ATEC driven by increased filter sales. Net loss for the three months ended June 30, 2025 was $7.7 million compared to a $8.9 million net loss during the three months ended June 30, 2024.
Our primary expenses are our ongoing overhead costs associated with the development of our water supply, storage, and conveyance assets (i.e., general and administrative expense), farming expenses at the Cadiz Ranch, manufacturing operations of ATEC and our interest expense. We will continue to incur non-cash expenses in connection with our management and director equity incentive compensation plan.
Revenues Revenue totaled $4.1 million during the three months ended June 30, 2025, primarily related to ATEC sales totaling $3.7 million, sales from the harvest from our 890 acres of commercial alfalfa crop totaling $0.3 million and rental income from agricultural leases totaling $0.1 million. Revenue totaled $0.5 million during the three months ended June 30, 2024, primarily related to ATEC sales totaling $0.2 million, sales from the harvest from our then 760 acres of commercial alfalfa crop totaling $0.2 million and rental income from our agricultural leases totaling $0.1 million. The increase in ATEC sales primarily relates to revenues from shipment of 115 filters in 2025 compared to shipment of 4 filters in 2024.
Cost of Sales Cost of sales totaled $2.7 million during the three months ended June 30, 2025, comprised of $2.1 million related to ATEC (44.5% gross margin) and $0.6 million related to our alfalfa crop harvest. Cost of sales totaled $0.9 million during the three months ended June 30, 2024, comprised of $0.7 million related to our alfalfa crop harvest and $0.2 million related to ATEC (6% negative gross margin). The improved ATEC gross margin is driven by the increase in filter sales over which the fixed costs included in cost of sales can be spread.
General and Administrative Expenses General and administrative expenses during the three months ended June 30, 2025, exclusive of stock-based compensation costs, totaled $6.4 million compared to $5.2 million for the three months ended June 30, 2024. The increase in 2025 was primarily a result of increased legal and consulting fees incurred in advancing the development of the Mojave Groundwater Bank and increased marketing commissions and sales expenses related to ATEC growth.
Compensation costs for stock and option awards for the three months ended June 30, 2025, were $0.5 million, compared to $1.1 million for the three months ended June 30, 2024. The higher 2024 expense was primarily due to higher stock-based non-cash awards to employees and consultants in 2024 compared to 2025 (see Note 4 to the Condensed Consolidated Financial Statements – “Stock-Based Compensation Plans”).
Depreciation Depreciation expense totaled $0.3 million during each of the three months ended June 30, 2025 and 2024.
Interest Expense, net Net interest expense totaled $2.0 million during the three months ended June 30, 2025 compared to $1.9 million during the same period in 2024. The following table summarizes the components of net interest expense for the two periods (in thousands):
| Three Months Ended |
||||||||
| June 30, |
||||||||
| 2025 |
2024 |
|||||||
| Interest on outstanding debt |
$ | 1,849 | $ | 1,731 | ||||
| Amortization of debt discount |
376 | 342 | ||||||
| Interest income |
(136 | ) | (132 | ) | ||||
| Other income |
(138 | ) | (20 | ) | ||||
| $ | 1,951 | $ | 1,921 | |||||
Interest income primarily relates to interest on investments in short-term deposits.
Six Months Ended June 30, 2025, Compared to Six Months Ended June 30, 2024
Segment net revenue, segment operating expenses and segment operating (loss)/income information consisted of the following for the six months ended June 30, 2025 and 2024:
| Six Months Ended June 30, 2025 |
||||||||||||
| (in thousands) |
Land and Water Resources |
Water Filtration Technology |
Total |
|||||||||
| Revenues |
996 | 6,084 | 7,080 | |||||||||
| Costs and expenses: |
||||||||||||
| Cost of sales |
1,113 | 3,630 | 4,743 | |||||||||
| General and administrative |
13,147 | 1,895 | 15,042 | |||||||||
| Depreciation |
589 | 16 | 605 | |||||||||
| Total costs and expenses |
14,849 | 5,541 | 20,390 | |||||||||
| Operating (loss) income |
$ | (13,853 | ) | $ | 543 | $ | (13,310 | ) | ||||
| Six Months Ended June 30, 2024 |
||||||||||||
| (in thousands) |
Land and Water Resources |
Water Filtration Technology |
Total |
|||||||||
| Revenues |
$ | 986 | $ | 648 | $ | 1,634 | ||||||
| Costs and expenses: |
||||||||||||
| Cost of sales |
1,339 | 517 | 1,856 | |||||||||
| General and administrative |
10,397 | 638 | 11,035 | |||||||||
| Depreciation |
574 | 26 | 600 | |||||||||
| Total costs and expenses |
12,310 | 1,181 | 13,491 | |||||||||
| Operating loss |
$ | (11,324 | ) | $ | (533 | ) | $ | (11,857 | ) | |||
We incurred an operating loss of $13.3 million in the six months ended June 30, 2025, compared to a $11.9 million operating loss during the six months ended June 30, 2024. The higher operating loss in 2025 was primarily due to increased professional fees incurred in advancing the development of the Mojave Groundwater Bank and higher compensation costs related to stock based non-cash bonus awards offset by improved profitability from ATEC driven by increased filter sales. Net loss for the six months ended June 30, 2025 was $17.3 million compared to a $15.7 million net loss during the six months ended June 30, 2024.
Revenues Revenue totaled $7.1 million during the six months ended June 30, 2025, primarily related to ATEC sales totaling $6.1 million, sales from the harvest from our 890 acres of commercial alfalfa crop totaling $0.8 million and rental income from our agricultural leases totaling $0.2 million. Revenue totaled $1.6 million during the six months ended June 30, 2024, primarily related to ATEC sales totaling $0.6 million, sales from the harvest from our 760 acres of commercial alfalfa crop totaling $0.8 million and rental income from our agricultural leases totaling $0.2 million. The increase in ATEC sales primarily relates to revenues from shipment of 195 filters in 2025 compared to shipment of 37 filters in 2024.
Cost of Sales Cost of sales totaled $4.7 million during the six months ended June 30, 2025, which comprised of $3.6 million related to ATEC (40.3% gross margin) and $1.1 million related to our alfalfa crop harvest. Cost of sales totaled $1.9 million during the six months ended June 30, 2024, which comprised of $0.5 million related to ATEC (20.2% gross margin) and $1.4 million related to our alfalfa crop harvest. The improved ATEC gross margin is driven by the increase in filter sales over which the fixed costs included in cost of sales can be spread.
General and Administrative Expenses General and administrative expenses, exclusive of stock-based compensation costs, totaled $11.7 million in the six months ended June 30, 2025, compared to $8.7 million in the six months ended June 30, 2024. The increase in 2025 was primarily a result of increased legal and consulting fees incurred in advancing the development of the Mojave Groundwater Bank and increased marketing commissions and sales expense related to ATEC growth.
Compensation costs for stock and option awards for the six months ended June 30, 2025, were $3.3 million, compared to $2.4 million for the six months ended June 30, 2024. The higher 2025 expense was primarily due to stock-based non-cash awards to employees and consultants.
Depreciation Depreciation expense totaled $0.6 million during each of the six months ended June 30, 2025 and 2024.
Interest Expense, net Net interest expense totaled $4.0 million during the six months ended June 30, 2025 compared to $3.9 million during the same period in 2024. The following table summarizes the components of net interest expense for the two periods (in thousands):
| Six Months Ended |
||||||||
| June 30, |
||||||||
| 2025 |
2024 |
|||||||
| Interest on outstanding debt |
$ | 3,636 | $ | 3,159 | ||||
| Amortization of debt discount |
737 | 611 | ||||||
| Finance expense |
- | 307 | ||||||
| Interest income |
(227 | ) | (184 | ) | ||||
| Other income |
(138 | ) | (33 | ) | ||||
| $ | 4,008 | $ | 3,860 | |||||
Increased interest expense is primarily due to increased borrowing under the Third Amended Credit Agreement. Interest income primarily relates to interest on investments in short-term deposits.
Liquidity and Capital Resources
Current Financing Arrangements
As we have not received sufficient revenues or gross profits from our water, agriculture or water filtration technology activities 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 and private equity placements.
Equity Offerings
In November 2024, we completed the sale and issuance of 7,000,000 shares of our common stock to certain institutional investors in a registered direct offering (“November 2024 Direct Offering”). The shares of common stock were sold at a purchase price of $3.34 per share, for aggregate gross proceeds of $23.4 million and aggregate net proceeds of approximately $22.1 million.
On March 7, 2025, we completed the sale and issuance of 5,715,000 shares of our common stock to certain institutional investors in a registered direct offering (“March 2025 Direct Offering”). The shares of common stock were sold at a purchase price of $3.50 per share, for aggregate gross proceeds of approximately $20.0 million and aggregate net proceeds of approximately $18.3 million.
$5.0 million of the net proceeds from the November 2024 Direct Offering were paid in January 2025 to secure an exclusive option finalized in December 2024 to purchase up to 180 miles of steel pipe intended to be used for the development of the Mojave Groundwater Bank. The remaining proceeds from the November 2024 Direct Offering and the proceeds from the March 2025 Direct Offering are intended to be used for capital and other expenses related to the development and construction of the Mojave Groundwater Bank, which may include acquisition of equipment and materials intended to be used in construction of facilities related to our Northern and/or Southern Pipelines, which we expect to begin in 2025. Net proceeds from the offerings may also be used for the equipment and materials related to wellfield infrastructure on land owned by us and our subsidiaries, business development activities, other capital expenditures, working capital, the expansion of our business and general corporate purposes.
Debt Offerings
In July 2021, we entered into a $50 million new credit agreement (“Credit Agreement”) (see Note 3 to the Condensed Consolidated Financial Statements – “Long-Term Debt”). The proceeds of the Credit Agreement, together with the proceeds from a depositary share offering, were used to (a) to repay all our outstanding senior secured debt obligations in the amount of approximately $77.6 million, (b) to deposit approximately $10.2 million into a segregated account, representing an amount sufficient to pre-fund eight quarterly dividend payments on the Series A Preferred Stock underlying depositary shares issued in a depositary share offering, and (c) to pay transaction related expenses. The remaining proceeds were used for working capital needs and for general corporate purposes.
On February 2, 2023, we entered into a First Amendment to Credit Agreement to amend certain provisions of the Credit Agreement (“First Amended Credit Agreement), Under the First Amended Credit Agreement, the lenders will have a right to convert up to $15 million of outstanding principal, plus any PIK interest and any accrued and unpaid interest (the “Convertible Loan”) into shares of our common stock at a conversion price of $4.80 per share (the “Conversion Price”). In addition, prior to the maturity of the Credit Agreement, we have the right to require that the lenders convert the outstanding principal amount, plus any PIK Interest and accrued and unpaid interest, of the Convertible Loan if the following conditions are met: (i) the average VWAP of the Company’s common stock on The Nasdaq Stock Market, or such other national securities exchange on which the shares of common stock are listed for trading, over 30 consecutive trading dates exceeds 115% of the then Conversion Price and (ii) there is no event of default under certain provisions of the Credit Agreement.
Under the First Amended Credit Agreement, the maturity date of the Credit Agreement was extended from July 2, 2024 to June 30, 2026.
On March 6, 2024, we entered into a Third Amendment to Credit Agreement and First Amendment to Security Agreement (“Third Amended Credit Agreement”) with HHC $ Fund 2012 (“Heerema”) (see Note 3 to the Condensed Consolidated Financial Statements – “Long-Term Debt”). Before entering into the Third Amended Credit Agreement, Heerema purchased the outstanding secured non-convertible term loans under the Credit Agreement (“Assignment”). In connection with the Assignment, the existing holders of both the Convertible Loan and non-convertible term loans consented to effectuate the Third Amended Credit Agreement in consideration of a consent fee in the aggregate amount of $479,845 payable in the form of our common stock (valued at $2.89 per share, or 166,036 shares), which was registered pursuant to an effective shelf registration statement on Form S-3 and a prospectus supplement thereunder. The Third Amended Credit Agreement provides, among other things, (a) a new tranche of senior secured convertible terms loans from Heerema in an aggregate principal amount of $20 million, having a maturity date of June 30, 2027 (“New Secured Convertible Debt”); (b) the aggregate principal amount of the secured non-convertible term loans acquired by Heerema has been increased from $20 million to $21.2 million and the applicable repayment fee in respect thereof has been eliminated; (c) the Convertible Loan existing prior to the Third Amended Credit Agreement, in an aggregate principal amount of approximately $16 million plus interest accruing thereon, has become unsecured; and (d) extension of the maturity date for the existing Convertible Loan and non-convertible loans to June 30, 2027.
The annual interest rate remains unchanged at 7.00%. Interest on $21.2 million of the remaining principal amount will be paid in cash. Interest on the aggregate $36 million principal amount of the New Secured Convertible Debt and existing Convertible Loan is paid in kind on a quarterly basis.
Limitations on our liquidity and ability to raise capital may adversely affect us. Sufficient liquidity is critical to meet our resource development activities. To the extent additional capital is required, we may increase liquidity through a variety of means, including equity or debt placements, through the lease, sale or other disposition of assets or reductions in operating costs. If additional capital is required, no assurances can be given as to the availability and terms of any new financing.
As we continue to actively pursue our business strategy, additional financing will continue to be required (see “Outlook”, below). The covenants in the Credit Agreement, as amended, do not prohibit our use of additional equity financing and allow us to retain 100% of the proceeds of any common equity financing. We do not expect the loan covenants to materially limit our ability to finance Mojave Groundwater Bank, agricultural operations and water filtration business activities .
Cash Used in Operating Activities. Cash used in operating activities totaled $5.0 million and $9.9 million for the six months ended June 30, 2025 and 2024, respectively. The cash was primarily used to fund general and administrative expenses related to our water development efforts, agricultural development efforts, and our ATEC business. The decrease in cash used in operating activities was primarily driven by a decrease in working capital needs at ATEC due to completion of the final shipment of the contracted 320 filters for the Central Utah Water Conservancy District’s Vineyard Wellfield Groundwater Polishing Project during the second quarter of 2025.
Cash Used in Investing Activities. Cash used in investing activities totaled $10.8 million for the six months ended June 30, 2025, and $0.5 million for the six months ended June 30, 2024. The cash used in 2025 was primarily related to securing an exclusive option to purchase up to 180 miles of steel pipeline intended to be used for the development of the Mojave Groundwater Bank for $5.0 million. The cash used in the 2024 period primarily related to the development cost for the planting of 125 additional acres of alfalfa.
Cash Provided by Financing Activities. Cash provided by financing activities totaled $14.3 million for the six months ended June 30, 2025, compared with cash provided of $16.0 million for the six months ended June 30, 2024. Proceeds from the financing activities in the 2025 period primarily related to the issuance of shares under a direct offering and the payment of a deferred portion of the purchase price related to the ATEC acquisition. Proceeds from financing activities for the 2024 period related to the issuance of long-term debt under the Third Amended Credit Agreement.
Outlook
Short-Term Outlook. The net proceeds of approximately $18.3 million from the completion of the March 2025 Direct Offering, together with cash on hand, provide us with sufficient funds to meet our short-term working capital needs. Our ATEC operations are expected to be funded using existing capital and cash profits generated from operations during 2025.
Long-Term Outlook. In the longer term, we may need to raise additional capital to finance working capital needs and capital expenditures (see “Current Financing Arrangements”, above). Our future working capital needs will depend upon the specific measures we pursue in the entitlement and development of our water supply, storage, conveyance resources and other developments. Future capital expenditures will depend on the progress of the Mojave Groundwater Bank, including the funding of MWI, ATEC operational needs and any further expansion of our agricultural assets. Additionally, timing of reimbursement of development costs advanced related to the Mojave Groundwater Bank and the timing of receipt of funds for the anticipated transfer of assets into MWI will impact the need to raise additional capital.
We are evaluating 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 will be undertaken only to the extent necessary, so as to minimize the dilutive effect of any such placements upon our existing stockholders. No assurances can be given, however, as to the availability or terms of any new financing. Limitations on our liquidity and ability to raise capital may adversely affect us. Sufficient liquidity is critical to meet our resource development activities.
Recent Accounting Pronouncements
See Note 1 to the Condensed Consolidated Financial Statements – “Basis of Presentation”.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Reg. 240.12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. Controls and Procedures
Disclosure Controls and Procedures
The Company 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 Chief Executive Officer (the “Principal Executive Officer”) and Chief Financial Officer (the “Principal Financial Officer”) and to its Board of Directors. Based on their evaluation as of June 30, 2025, the Company's 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 control 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 control over financial reporting.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PART II - OTHER INFORMATION
There have been no material changes to legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2024.
There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
ITEM 3. Defaults Upon Senior Securities
Not applicable.
ITEM 4. Mine Safety Disclosures
Not applicable.
| a. | Information required under Form 8K. |
| b. | Modifications to nomination process. |
None.
| c. | Insider trading arrangements. |
During the six months ended June 30, 2025, director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
The following exhibits are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.
| * 31.1 |
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| * 31.2 |
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| * 32.1 |
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| * 32.2 |
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| * 101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| * 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| * 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| * 101.DEF | Inline XBRL Extension Definition Linkbase Document | |
| * 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| * 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * |
Filed concurrently herewith. |
| ** |
Previously filed. |
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/ Susan Kennedy | August 13, 2025 | ||
| Susan Kennedy | Date | |||
| Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
| By: | /s/ Stanley E. Speer | August 13, 2025 | ||
| Stanley E. Speer | Date | |||
| Chief Financial Officer and Secretary | ||||
| (Principal Financial Officer) |