cdzi20250630

cdzi20250630_10q.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 June 30, 2025

☐ 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

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CDZI

The NASDAQ Global Market

Depositary Shares (each representing a 1/1000^th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)

CDZIP

The NASDAQ Global Market

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 every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" , "smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

☐ Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer

☑ Smaller Reporting Company ☐ Emerging growth company

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☑

As of August 12, 2025, the Registrant had 82,019,024 shares of common stock, par value $0.01 per share, outstanding.

*Fiscal Second Quarter 2025 Quarterly Report on Form 10-Q*	*Page*

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

Cadiz Inc. Condensed Consolidated Financial Statements

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2025 and 2024	1

Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the six months ended June 30, 2025 and 2024	2

Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	3

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	4

Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the three and six months ended June 30, 2025	5

Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the three and six months ended June 30, 2024	6

Unaudited Notes to the Condensed Consolidated Financial Statements	7

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	31

ITEM 4. Controls and Procedures	31

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings	33

ITEM 1A. Risk Factors	33

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	33

ITEM 3. Defaults Upon Senior Securities	33

ITEM 4. Mine Safety Disclosures	33

ITEM 5. Other Information	33

ITEM 6. Exhibits	34

Cadiz Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	For the Three Months
	Ended June 30,
*($ in thousands, except per share data)*	2025			2024

Total revenues	$	4,126		$	513

Costs and expenses:
Cost of sales		2,665			852
General and administrative		6,935			6,305
Depreciation		303			305

Total costs and expenses		9,903			7,462

Operating loss		(5,777	)		(6,949	)

Interest expense, net		(1,951	)		(1,921	)

Loss before income taxes		(7,728	)		(8,870	)
Income tax expense		(2	)		(2	)

Net loss and comprehensive loss	$	(7,730	)	$	(8,872	)

Less: Preferred stock dividend		(1,288	)		(1,288	)

Net loss and comprehensive loss applicable to common stock	$	(9,018	)	$	(10,160	)

Basic and diluted net loss per common share	$	(0.11	)	$	(0.15	)

Basic and diluted weighted average shares outstanding		81,939			67,771

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadiz Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	For the Six Months
	Ended June 30,
*($ in thousands, except per share data)*	2025			2024

Total revenues	$	7,080		$	1,634

Costs and expenses:
Cost of sales		4,743			1,856
General and administrative		15,042			11,035
Depreciation		605			600

Total costs and expenses		20,390			13,491

Operating loss		(13,310	)		(11,857	)

Interest expense, net		(4,008	)		(3,860	)

Loss before income taxes		(17,318	)		(15,717	)
Income tax expense		(5	)		(5	)

Net loss and comprehensive loss	$	(17,323	)	$	(15,722	)

Less: Preferred stock dividend		(2,553	)		(2,553	)

Net loss and comprehensive loss applicable to common stock	$	(19,876	)	$	(18,275	)

Basic and diluted net loss per common share	$	(0.25	)	$	(0.27	)

Basic and diluted weighted average shares outstanding		79,588			67,384

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadiz Inc.

Condensed Consolidated Balance Sheets (Unaudited)

*($ in thousands, except per share data)*	June 30, 2025			December 31, 2024

ASSETS
Current assets:
Cash and cash equivalents	$	13,205		$	17,292
Accounts receivable		4,090			4,586
Inventories		3,011			3,020
Prepaid expenses and other current assets		733			888
Total current assets		21,039			25,786

Property, plant, equipment and water programs, net		92,605			88,362
Long-term deposit/prepaid expenses		420			420
Goodwill		5,714			5,714
Right-of-use asset		3,575			3,746
Long-term restricted cash		2,759			134
Other assets		10,267			10,332
Total assets	$	136,379		$	134,494

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,319		$	2,261
Accrued liabilities		4,521			7,997
Current portion of long-term debt		92			120
Dividend payable		1,288			1,288
Contingent consideration liabilities		-			1,200
Deferred revenue		3,002			1,226
Operating lease liabilities		372			314
Total current liabilities		11,594			14,406

Long-term debt, net		58,751			56,708
Long-term lease obligations with related party, net		26,594			25,275
Long-term operating lease liabilities		3,201			3,473
Deferred revenue		625			625
Other long-term liabilities		48			46
Total liabilities		100,813			100,533

Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock - $.01 par value; 100,000 shares authorized at June 30, 2025 and December 31, 2024; shares issued and outstanding – 329 at June 30, 2025 and December 31, 2024		1			1
8.875% Series A cumulative, perpetual preferred stock - $.01 par value; 7,500 shares authorized at June 30, 2025 and December 31, 2024; shares issued and outstanding – 2,300 at June 30, 2025 and December 31, 2024		1			1
Common stock - $.01 par value; 100,000,000 shares authorized at June 30, 2025 and December 31, 2024; shares issued and outstanding – 81,896,376 at June 30, 2025 and 75,353,889 at December 31, 2024		817			752
Additional paid-in capital		710,111			709,303
Accumulated deficit		(675,364	)		(676,096	)
Total stockholders’ equity		35,566			33,961
Total liabilities and stockholders’ deficit	$	136,379		$	134,494

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadiz Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	For the Six Months
	Ended June 30,
*($ in thousands)*	2025			2024

Cash flows from operating activities:
Net loss	$	(17,323	)		(15,722	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		605			600
Amortization of debt discount and issuance costs		737			611
Amortization of right-of-use asset		171			66
Interest expense added to loan principal		1,362			1,024
Interest expense added to lease liability		1,307			1,166
Finance expense		-			307
Compensation charge for stock and share option awards		3,319			2,380
Changes in operating assets and liabilities:
Accounts receivable		496			(715	)
Inventories		9			(2,391	)
Prepaid expenses and other current assets		155			(498	)
Other assets		65			73
Accounts payable		1,137			670
Lease liabilities		(214	)		(154	)
Deferred revenue		1,776			1,470
Other accrued liabilities		1,398			1,177

SEC Form 10-Q filed by CADIZ Inc.