10-Q

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, 2022

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

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 1/1000th 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 May 10, 2022, the Registrant had 50,770,275 shares of common stock, par value $0.01 per share, outstanding.

Fiscal First Quarter 2022 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 March 31, 2022 and 2021	1
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	2
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021	3
Unaudited Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the three months ended March 31, 2022 and 2021	4
Unaudited Notes to the Condensed Consolidated Financial Statements	6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	21
ITEM 4. Controls and Procedures	21
PART II – OTHER INFORMATION
ITEM 1. Legal Proceedings	22
ITEM 1A. Risk Factors	22
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
ITEM 3. Defaults Upon Senior Securities	22
ITEM 4. Mine Safety Disclosures	22
ITEM 5. Other Information	22
ITEM 6. Exhibits	23

Cadiz Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	For the Three Months
	Ended March 31,
($ in thousands, except per share data)	2022			2021
Total revenues	$	142		$	139
Costs and expenses:
General and administrative		3,806			3,233
Depreciation		121			103
Total costs and expenses		3,927			3,336
Operating loss		(3,785	)		(3,197	)
Interest expense, net		(1,991	)		(2,542	)
Loss before income taxes		(5,776	)		(5,739	)
Income tax expense		(2	)		(2	)
Loss from equity-method investments		(134	)		(203	)
Net loss and comprehensive loss	$	(5,912	)	$	(5,944	)
Less: Preferred stock dividend		(1,265	)		-
Net loss and comprehensive loss applicable to common stock	$	(7,177	)	$	(5,944	)
Basic and diluted net loss per common share	$	(0.16	)	$	(0.16	)
Basic and diluted weighted average shares outstanding		44,433			37,834

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cadiz Inc.

Condensed Consolidated Balance Sheets (Unaudited)

($ in thousands, except per share data)	March 31, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	18,819		$	10,965
Restricted cash		1,265			1,288
Accounts receivable		124			270
Prepaid expenses and other current assets		793			691
Total current assets		21,001			13,214
Property, plant, equipment and water programs, net		79,381			78,890
Long-term deposit/prepaid expenses		420			420
Equity-method investments		942			976
Goodwill		3,813			3,813
Right-of-use asset		3,275			3,281
Long-term restricted cash		6,338			7,603
Other assets		4,567			4,296
Total assets	$	119,737		$	112,493
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,095		$	286
Accrued liabilities		1,539			808
Current portion of long-term debt		82			107
Dividend payable		1,265			1,288
Operating lease liabilities		25			24
Total current liabilities		4,006			2,513
Long-term debt, net		47,029			46,477
Long-term lease obligations with related party, net		19,303			18,855
Long-term operating lease liabilities		3,010			3,257
Deferred revenue		750			750
Other long-term liabilities		33			32
Total liabilities		74,131			71,884
Stockholders’ equity:
Preferred stock - $.01 par value; 100,000 shares authorized at March 31, 2022 and December 31, 2021; shares issued and outstanding – 329 at March 31, 2022 and December 31, 2021		1			1
8.875% Series A cumulative, perpetual preferred stock - $.01 par value; 7,500 shares authorized at March 31, 2022 and December 31, 2021; shares issued and outstanding – 2,300 at March 31, 2022 and December 31, 2021		1			-
Common stock - $.01 par value; 70,000,000 shares authorized at March 31, 2022 and December 31, 2021; shares issued and outstanding – 50,750,304 at March 31, 2022 and 43,656,169 at December 31, 2021		506			436
Additional paid-in capital		625,675			613,572
Accumulated deficit		(580,577	)		(573,400	)
Total stockholders’ equity		45,606			40,609
Total liabilities and stockholders’ deficit	$	119,737		$	112,493

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cadiz Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	For the Three Months
	Ended March 31,
($ in thousands)	2022			2021
Cash flows from operating activities:
Net loss	$	(5,912	)		(5,944	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		121			103
Amortization of debt discount and issuance costs		568			453
Amortization of right-of-use asset		6			15
Interest expense added to loan principal		-			1,792
Interest expense added to lease liability		442			390
Loss on equity method investments		134			203
Compensation charge for stock and share option awards		433			147
Unrealized (gain) loss on warrant derivative liabilities		-			(573	)
Changes in operating assets and liabilities:
Accounts receivable		146			37
Prepaid expenses and other current assets		(102	)		(127	)
Other assets		(271	)		(272	)
Accounts payable		664			(188	)
Lease liabilities		(246	)		(255	)
Other accrued liabilities		795			1,396
Net cash used in operating activities		(3,222	)		(2,823	)
Cash flows from investing activities:
Additions to property, plant and equipment and water programs		(530	)		(513	)
Contributions to equity-method investments		(100	)		(137	)
Net cash used in investing activities		(630	)		(650	)
Cash flows from financing activities:
Net proceeds from issuance of stock		11,741			14,867
Dividend payments		(1,288	)		-
Principal payments on long-term debt		(35	)		(13	)
Net cash provided by financing activities		10,418			14,854
Net increase in cash, cash equivalents and restricted cash		6,566			11,381
Cash, cash equivalents and restricted cash, beginning of period		19,856			7,424
Cash, cash equivalents and restricted cash, end of period	$	26,422		$	18,805

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cadiz Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)

For the three months ended March 31, 2022 ($ in thousands, except share data)

									8.875% Series A Cumulative				Additional					Total
	Common Stock				Preferred Stock				Perpetual Preferred Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance as of December 31, 2021		43,656,169	$	435		329	$	1		2,300	$	1	$	613,572	$	(573,400	)	$	40,609
Stock-based compensation expense		236,995		2		-		-		-		-		431		-			433
Issuance of shares pursuant to direct offerings		6,857,140		69		-		-		-		-		11,672		-			11,741
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)		-		-		-		-		-		-		-		(1,265	)		(1,265	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(5,912	)		(5,912	)
Balance as of March 31, 2022		50,750,304		506		329	$	1		2,300	$	1		625,675		(580,577	)		45,606

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cadiz Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)

For the three months ended March 31, 2021 ($ in thousands, except share data)

									Additional					Total
	Common Stock				Preferred Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2020		36,902,361	$	368		7,531	$	1	$	513,744	$	(539,414	)	$	(25,301	)
Stock-based Compensation expense		72,229		1		-		-		147		-			148
Reclassification of warrant liability		-		-		-		-		3,179		-			3,179
Issuance of shares pursuant to ATM offerings		1,368,362		13		-		-		14,853		-			14,866
Net loss and comprehensive loss		-		-						-		(5,944	)		(5,944	)
Balance as of March 31, 2021		38,342,952	$	382		7,531	$	1	$	531,923	$	(545,358	)	$	(13,052	)

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cadiz Inc.

Notes to the Consolidated Financial Statements

NOTE 1 – BASIS OF PRESENTATION

The Condensed Consolidated Financial Statements and notes have been prepared by Cadiz Inc., also 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 Annual Report on Form 10-K for the year ended December 31, 2021.

The foregoing Condensed Consolidated Financial Statements include the accounts of the Company and contain all adjustments, consisting only of normal recurring adjustments, which management 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. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of results for the entire fiscal year ending December 31, 2022.

Liquidity

The Condensed Consolidated 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 $5.9 million for the three months ended March 31, 2022, compared to $5.9 million for the three months ended March 31, 2021. The Company had working capital of $17.0 million at March 31, 2022 and used cash in its operations of $3.2 million for the three months ended March 31, 2022. The higher loss in 2022 was primarily due to higher compensation costs recorded in the 2022 period related to non-cash stock-based awards to employees.

Cash requirements during the three months ended March 31, 2022 primarily reflect certain administrative costs related to the Company’s water project development efforts and the further development of its land and agricultural assets. The Company’s present activities are focused on development of its assets in ways that meet growing long-term demand for access to sustainable water supplies and agricultural products.

On June 7, 2021, the Company completed the sale and issuance of 1,219,512 shares of the Company’s common stock to certain institutional investors under a placement agent agreement with B. Riley Securities, Inc. (“BRS”). The shares of common stock were sold at a purchase price of $12.30 per share, for aggregate gross proceeds of $15 million and aggregate net proceeds of approximately $14.1 million. The Company used the net proceeds from this offering, together with cash on hand, to fund the $19 million payment made on June 30, 2021 to complete the acquisition of a 124-mile extension of the Northern Pipeline.

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Cadiz Inc.

On June 29, 2021, the Company entered into an Underwriting Agreement with BRS as representative of the several underwriters named there, to issue and sell an aggregate of 2,000,000 depositary shares (the “Depositary Shares”), as well as up to 300,000 Depositary Shares that may be sold pursuant to the exercise of an option to purchase additional Depositary Shares (“Depositary Share Offering”), each representing 1/1000^th of a share of the 8.875% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). The Depositary Share Offering was completed on July 2, 2021 for net proceeds of approximately $54 million. 

On July 2, 2021, the Company entered into a new $50 million senior secured credit agreement with lenders party thereto from time to time (“Lenders”) and BRS, as administrative agent for the Lenders (“Senior Secured Debt”) (see Note 2 – “Long-Term Debt”). The proceeds of the Senior Secured Debt, together with the proceeds from the Depositary Share Offering, were used (a) to repay all our outstanding obligations under the then existing senior secured debt in the amount of approximately $77.5 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 the Depositary Shares issued in the Depositary Share Offering, and (c) to pay transaction related expenses. The remaining proceeds will be used for working capital needs and for general corporate purposes. At March 31, 2022, the Company was in compliance with its debt covenants.

On March 23, 2022, the Company completed the sale and issuance of 6,857,140 shares of the Company’s common stock to certain institutional and individual investors in a registered direct offering. The shares of common stock were sold at a purchase price of $1.75 per share, for aggregate gross proceeds of $12 million and aggregate net proceeds of approximately $11.7 million. The proceeds will be used for working capital needs and for general corporate purposes.

The Company may meet its debt and working capital requirements through a variety of means, including extension, refinancing, equity placements, the sale or other disposition of assets, or reductions in operating costs. The covenants in the Senior Secured Debt do not prohibit the Company’s use of additional equity financing and allow the Company to retain 100% of the proceeds of any common equity financing. The Company does not expect the loan covenants to materially limit its ability to finance its water and agricultural development activities.

Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date. Management evaluates the Company’s liquidity to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applies judgement to estimate the projected cash flows of the Company including the following: (i) projected cash outflows (ii) projected cash inflows and (iii) categorization of expenditures as discretionary versus non-discretionary. The cash flow projections are based on known or planned cash requirements for operating costs as well as planned costs for project development.  

Limitations on the Company’s liquidity and ability to raise capital may adversely affect it. Sufficient liquidity is critical to meet the Company’s resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. 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.

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Cadiz Inc.

Supplemental Cash Flow Information

During the three months ended March 31, 2022, approximately $875,000 in interest payments on the Company’s senior secured debt was paid in cash. There are no scheduled principal payments due on the Senior Secured Debt prior to its maturity.

At March 31, 2022, accruals for cash dividends payable on the Series A Preferred Stock was $1.27 million (see Note 8 – “Common and Preferred Stock”). The cash dividends were paid on April 15, 2022.

The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following:

Cash, Cash Equivalents and Restricted Cash	March 31, 2022		December 31, 2021		March 31, 2021
(in thousands)
Cash and Cash Equivalents	$	18,819	$	10,965	$	18,671
Restricted Cash		1,265		1,288		-
Long Term Restricted Cash		6,338		7,603		134
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	26,422	$	19,856	$	18,805

The restricted cash amounts primarily represent funds deposited into a segregated account, representing an amount sufficient to pre-fund quarterly dividend payments on Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering through approximately July 2023.

Recent Accounting Pronouncements

Accounting Guidance Not Yet Adopted

In June 2016, Financial Accounting Standards Board (“FASB”) issued an accounting standards update which introduces new guidance for the accounting for credit losses on certain financial instruments. This update is effective for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing this new guidance and expects this new standard will not have a material impact on the consolidated financial statements.

NOTE 2 – LONG-TERM DEBT

The carrying value of the Company’s senior secured debt approximates fair value. The fair value of the Company’s senior secured 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 by its lenders.

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Cadiz Inc.

On June 28, 2021, an affiliate of BRS entered into an assignment and assumption agreement (“Assignment”) whereby it agreed to purchase all outstanding obligations under the Company’s then existing senior secured debt for $77.5 million. This Assignment closed on July 2, 2021. 

On July 2, 2021, the Company entered into a new $50 million senior secured credit agreement (“Credit Agreement”) with Lenders and BRS, as administrative agent for the Lenders (“Senior Secured Debt”). The Senior Secured Debt will mature on July 2, 2024, unless the maturity is accelerated subject to the terms of the Credit Agreement. Interest is paid quarterly beginning on September 30, 2021 at a rate of seven percent per annum.  The obligations under the Senior Secured Debt are secured by substantially all of the Company’s assets on a first-priority basis (except as otherwise provided in the Credit Agreement). In connection with any repayment or prepayment of the debt, the Company is required to pay a repayment fee equal to the principal amount being repaid or prepaid, multiplied by (i) 2.0%, if such repayment or prepayment is made on or after the six-month anniversary of the closing of the debt and prior to the eighteen-month anniversary of the closing of the debt, (ii) 4.0%, if such repayment or prepayment is made on or after the eighteen-month anniversary of the closing of the debt and prior to the thirty-month anniversary of the closing of the debt, and (iii) 6.0%, if such repayment or prepayment is made at any time after the thirty-month anniversary of the closing of the debt. At any time, the Company will be permitted to prepay the principal of the debt, in whole or in part, provided that such prepayment is accompanied by any accrued interest on such principal amount being prepaid plus the applicable repayment fee described above.

In the event of certain asset sales, the incurrence of indebtedness or a casualty or condemnation event, in each case, under certain circumstances as described in the Credit Agreement, the Company will be required to use a portion of the proceeds to prepay amounts under the debt. In the event of any additional issuance of depositary receipts (“Depositary Receipts”) representing interests in shares of 8.875% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) by the Company, the Company will be required to, within five business days after the receipt of the net cash proceeds, apply (i) 50%, in the case of any issuance immediately following the six months anniversary of the closing of the debt and up to and including the one year anniversary of the closing of the debt and (ii) 75%, in the case of any issuance anytime thereafter, of the net cash proceeds to prepay amounts due under the debt (including the applicable repayment fee described above). 

The Credit Agreement includes customary affirmative and negative covenants, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company to, among other things, incur debt, incur liens, make investments, sell assets, pay dividends and enter into transactions with affiliates. In addition, the Credit Agreement includes customary events of default and remedies.

While any amount remains outstanding under the debt, the Lenders will have the right to convert the outstanding principal, plus unpaid interest, on the debt into Depositary Receipts at the per share exchange price of $25.00, as follows:

● on or before the 12-month anniversary of the closing of the debt, up to 25% of the outstanding principal and unpaid interest on the debt may be exchanged into Depositary Receipts;

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Cadiz Inc.

● at any time after the 12-month anniversary of the closing of the debt, and on or before the 18-month anniversary of the closing of the debt, up to 50% of the principal and unpaid interest on the debt may be exchanged into Depositary Receipts;

● at any time after the 18-month anniversary of the closing of the debt, and on or before the 24-month anniversary of the closing of the debt, up to 75% of the principal and unpaid interest on the debt may be exchanged into Depositary Receipts; and

● at any time after the 24-month anniversary of the closing of the debt, up to 100% of the principal and unpaid interest on the debt may be exchanged for Depositary Receipts.

The proceeds of the Senior Secured Debt were used, together with the proceeds received from the Depositary Share Offering, (a) to repay all of the Company’s outstanding obligations under the then existing senior secured debt, (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 the Depositary Shares issued in the Depositary Share Offering, and (c) to pay transaction related expenses. The remaining proceeds will be used for working capital needs and for general corporate purposes. In addition, the Company incurred approximately $2.9 million in legal and advisory fees which was recorded as additional debt discount and is being amortized over the term of the Senior Secured Debt.

In connection with the issuance of the Senior Secured Debt, on July 2, 2021 (the “Original Issue Date”) the Company issued to the Lenders two warrants (“A Warrants” and “B Warrants”), each granting an option to purchase 500,000 shares of our common stock (collectively, the “Warrants”). The A Warrants may be exercised any time prior to July 2, 2024 (the “Expiration Date”) and have an exercise price of $17.38 equal to 120% of the closing price per share of our common stock on the Original Issue Date. The B Warrants may be exercised in the period from 180 days after the Original Issue Date to the Expiration Date and have an exercise price of $21.72 equal to 150% of the closing price of our common stock on the Original Issue Date.

As a result of the issuance of the Warrants, which met the criteria for equity classification under applicable GAAP, the Company recorded additional paid-in capital in the amount of $1.9 million which was the fair value of the Warrants on the issuance date. In addition, the fair value of the Warrants was recorded as debt discount and is being amortized over the term of the Senior Secured Debt.

NOTE 3 – STOCK-BASED COMPENSATION PLANS

The Company has issued options and has granted stock awards pursuant to its 2019 Equity Incentive Plan, as described below.

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Cadiz Inc.

2019 Equity Incentive Plan

The 2019 Equity Incentive Plan (“2019 EIP”) was approved by stockholders at the July 10, 2019 Annual Meeting. The plan provides for the grant and issuance of up to 1,200,000 shares and options to the Company’s employees, directors and consultants.

Effective July 1, 2021, under the 2019 EIP, each outside director receives $75,000 of cash compensation and receives a deferred stock award consisting of shares of the Company’s common stock with a value equal to $25,000 on June 30 of each year. The award accrues on a quarterly basis, with $18,750 of cash compensation and $6,250 of stock earned for each fiscal quarter in which a director serves. The deferred stock award vests automatically on the January 31 that first follows the award date.

Stock Awards to Directors, Officers, and Consultants

The Company has granted stock awards pursuant to its 2019 EIP.

Of the total 1,200,000 shares reserved under the 2019 Equity Incentive Plan, 1,124,939 shares and restricted stock units (“RSUs”) have been awarded to the Company directors, employees and consultants as of March 31, 2022. Of the 1,124,939 shares and RSUs awarded, 14,243 shares were awarded to the Company’s directors for services performed during the plan year ended June 30, 2021. These shares vested and were issued on January 31, 2022. 

825,000 RSUs were granted to employees in April 2021 as long-term equity incentive awards ( “April 2021 RSU Grant”).  Of the 825,000 RSUs granted under the April 2021 RSU Grant, 510,000 RSUs were scheduled to vest upon completion of certain milestones, including (a) 255,000 RSUs which vested in July 2021 upon completion of refinancing of the Company’s then existing senior secured debt and funding to complete the purchase of the Northern Pipeline (“Vesting Event”), and (b) 255,000 RSUs scheduled to vest upon completion of final binding water supply agreement(s) for the delivery of at least 9,500 acre-feet of water per annum to customers. Of the remaining 315,000 RSUs granted under the April 2021 RSU Grant, 60,000 RSUs are scheduled to vest on January 3, 2023, and 255,000 RSUs are scheduled to vest on March 1, 2023. The RSU incentive awards are subject in each case to continued employment with the Company through the vesting date.

Of the 255,000 RSUs earned upon the Vesting Event, the Company issued 158,673 shares net of taxes withheld and paid in cash by the Company.

Upon the change of the Executive Chair on  February 4, 2022, a total of 170,000 unvested RSUs were accelerated and became fully vested as a result of an amended employee agreement, which included 85,000 RSUs scheduled to vest upon completion of final binding water supply agreement(s) and 85,000 RSUs scheduled to vest on March 1, 2023.

Additionally, the Company issued 450,000 of performance stock unites (“PSUs”) upon achievement of certain performance events.  The PSUs vest upon the Company’s common stock achieving price hurdles (“Price Hurdles”) but not sooner than three years from date of grant, including (a) 200,000 PSUs to vest upon a Price Hurdle of $7 per share, (b) 150,000 PSUs to vest upon a Price Hurdle of $9 per share, (c) 50,000 PSUs to vest upon a Price Hurdle of $11 per share, and (d) 50,000 PSUs to vest upon a Price Hurdle of $13 per share and are payable, at the option of the Compensation Committee, in either common stock or cash.  The PSU incentive award is subject to continue employment with the Company through the vesting date.

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Cadiz Inc.

The accompanying consolidated statements of operations and comprehensive loss include approximately $433,000 and $146,000 of stock-based compensation expense related to stock awards in the three months ended March 31, 2022 and 2021, respectively.

NOTE 4 – INCOME TAXES

As of March 31, 2022, the Company had net operating loss (“NOL”) carryforwards of approximately $334 million for federal income tax purposes and $268 million for California state income tax purposes. Such carryforwards expire in varying amounts through the year 2038 and 2041 for federal and California purposes, respectively. For federal losses arising in tax years ending after December 31, 2017, the NOL carryforwards are allowed indefinitely. Use of the carryforward amounts is subject to an annual limitation as a result of a previous ownership change and an ownership change that occurred in June 2021.

As of March 31, 2022, the Company had unrecognized tax benefits totaling approximately $0.9 million. None of these, if recognized, would affect the Company's effective tax rate because the Company has recorded a full valuation allowance against deferred tax assets.

The Company's tax years 2018 through 2021 remain subject to examination by the Internal Revenue Service, and tax years 2017 through 2021 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 all deferred assets. Accordingly, no deferred tax asset has been reflected in the accompanying condensed consolidated balance sheet.

NOTE 5 – 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 1,533,000 and 3,442,000 for the three months ended March 31, 2022 and 2021, respectively.

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Cadiz Inc.

NOTE 6 – LEASES & PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS

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 1 month to 28 years as of March 31, 2022, 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 included in the lease term or the right-of-use asset and lease liability balances. The Company's current lease arrangements expire in 2049.  The Company does not have any finance leases.

From a lessor standpoint, 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 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.  The Company expects to receive rental income of $420,000 annually over the next five years related to the FVF Lease Agreement.

During the three months ended March 31, 2022, $968,000 on construction in progress was placed into service, which included irrigation systems related to the development of 760 acres of alfalfa.

Depreciation expense on land improvements, buildings, leasehold improvements, machinery and equipment and furniture and fixtures was $121,000 and $103,000 for the three months ended March 31, 2022 and 2021, respectively.

NOTE 7 – 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.  

NOTE 8 – COMMON AND PREFERRED STOCK

Common Stock

The Company is authorized to issue 70 million shares of Common Stock at a $0.01 par value. As of March 31, 2022, the Company had 50,750,304 shares issued and outstanding.

In January 2013, the Company revised its then existing agreement with the law firm of Brownstein Hyatt Farber Schreck LLP (“Brownstein”), a related party.  Under this agreement, the Company is to issue up to a total of 400,000 shares of the Company’s common stock, with 200,000 shares earned to date and 100,000 shares to be earned upon the achievement of each of two remaining milestones as follows:

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Cadiz Inc.

■ 100,000 shares earned upon the signing of binding agreements for more than 51% of the Water Project’s annual capacity, which is not yet earned; and

■ 100,000 shares earned upon the commencement of construction of all of the major facilities contemplated in the Final Environmental Impact Report necessary for the completion and delivery of the Water Project, which is not yet earned.

All shares earned upon achievement of any of the remaining two milestones will be payable three years from the date earned.  

Series 1 Preferred Stock

The Company has issued a total of 10,000 shares of Series 1 Preferred Stock (“Series 1 Preferred Stock”) to certain holders (“Holders”) under certain conversion and exchange agreements entered into in March 2020. Each share of Series 1 Preferred Stock is convertible at any time at the option of the Holder into 405.05 shares of Common Stock. As of March 31, 2022, Holders of Series 1 Preferred Stock exercised their option to convert 9,671 shares of Series 1 Preferred Stock into 3,917,235 shares of Common Stock. The Company has 329 shares of Series 1 Preferred Stock issued and outstanding as of March 31, 2022.

Series A Preferred Stock

On June 29, 2021, the Company entered into an Underwriting Agreement with BRS as representative of the several underwriters named there, to issue and sell an aggregate of 2,000,000 depositary shares (the “Depositary Shares”), as well as up to 300,000 Depositary Shares that may be sold pursuant to the exercise of an option to purchase additional Depositary Shares (“Depositary Share Offering”), each representing 1/1000^th of a share of the 8.875% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). The Depositary Share Offering was completed on July 2, 2021 for net proceeds of approximately $54 million.

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 7,500 shares of the Company’s authorized shares of preferred stock, $0.01 par value per share, as Series A Preferred Stock.

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.

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Cadiz Inc.

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 8.875% of the $25,000.00 ($25.00 per Depositary Share) liquidation preference per year (equivalent to $2,218.75 per share per year or $2.21875 per Depositary Share per year). Dividends will be payable quarterly in arrears, on or about the 15^th of January, April, July and October, beginning on or about October 15, 2021. As of March 31, 2022, the Company has paid aggregate cash dividends of $2,737,000. On March 25, 2022, the Company’s Board of Directors declared that holders of Series A Preferred stock will receive a cash dividend equal to $550.00 per whole share; therefore, holders of Depositary Shares will receive a cash dividend equal to $0.55 per Depositary Share. The dividend was paid on April 15, 2022 to respective holders of record at of the close of business on April 4, 2022.

At the issuance of the Series A Preferred Stock, the Company pre-funded eight quarterly payments through July 2023 in a segregated account which appears as Restricted Cash on the Balance Sheet. 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 $25,000.00 per share ($25.00 per Depositary Share), plus any accrued and unpaid dividends. Furthermore, upon a change of control or delisting event (each as defined in the Certificate of Designation), the Company will have a special option to redeem the Series A Preferred Stock at $25,000.00 per share ($25.00 per Depositary Share), plus any accrued and unpaid dividends.

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 $25,000 liquidation preference per share plus (y) the amount of an accrued and unpaid dividends to, but not including, the conversion date by (B) the Common Stock Purchase Price (as defined in the Certificate of Designation), and (ii) 3,748.13 (the “Share Cap”), subject to certain adjustments.

The Company has 2,300 shares of Series A Preferred Stock issued and outstanding as of March 31, 2022.

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Cadiz Inc.

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, 2021. 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 resources development company and agribusiness committed to sustainable water and farming projects in California. We are one of the largest private landowners in the state and control significant water supply, storage and conveyance assets capable of being part of the solution to California’s systemic water challenges.

We own approximately 45,000 acres of land with high-quality, naturally recharging groundwater resources in three areas of Southern California’s Mojave Desert – the Cadiz Valley (35,000 acres), Danby Dry Lake (2,000 acres), and the Piute Valley (9,000 acres) (“Cadiz Property”). Our properties represent a unique private reserve of lands with vested water rights located in a remote area of eastern San Bernardino County that is at the crossroads of major highway, rail, energy, and water infrastructure capable of supplying and delivering necessary resources to communities in California and across Western United States.

California and the Western United States face a persistent challenge in meeting the water needs of all of its residents. While the State of California has recognized a Human Right to Water, competing municipal, agricultural and environmental demands outpace the State’s available supply limiting the ability to deliver on that promise. Recent analysis from the California State Water Resources Control Board estimates that more than 1 million Californians lack reliable access to water and several communities are short of long-term safe, reliable and affordable drinking water supplies.

We are principally focused on developing the Cadiz Valley Water Conservation, Recovery and Storage Project (“Water Project”) at our Cadiz Valley property that can help address California’s persistent systemic water challenges and deliver new water access to California communities that presently lack reliable water supplies and infrastructure. Through management of groundwater at the Cadiz Property, the Water Project would conserve groundwater otherwise used for agriculture to augment supply in California communities in need and also make available capacity in the managed groundwater aquifer system at Cadiz to bank and store imported water for future dry years.

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Cadiz Inc.

The Water Project has completed extensive environmental review in accordance with local, state and federal law and has secured permits to manage the groundwater aquifer in Cadiz to make available an average of 50,000 acre-feet of water per year for 50 years to communities off of the Cadiz Property. Permitting has also authorized the storage of imported water in the aquifer system to return in dry years.  The Cadiz aquifer system has the capacity to store one million acre-feet of imported water. 

To deliver water to and from the Cadiz Property for participating water providers, the Water Project must provide conveyance facilities capable of connecting Cadiz and areas in need.  We own a retired, 30” steel pipeline (“Northern Pipeline”) previously used to convey oil that extends 220-miles from California’s Central Valley near the California Aqueduct southeast across Kern and San Bernardino Counties terminating in Cadiz.  This pipeline crosses the Los Angeles Aqueduct and facilities of the State Water Project. Engineering and technical assessments indicate that the Northern Pipeline can safely convey 25,000 acre-feet of water in either direction. We also maintain a 99-year lease with the Arizona & California Railroad Company (“ARZC”) to co-locate and construct a 43-mile, approximately 55-85” steel water conveyance pipeline (“Southern Pipeline”) within the existing, active railroad right-of-way that intersects the Colorado River Aqueduct (“CRA”), one of Southern California’s primary sources of drinking water in Southern California.  The Southern Pipeline could convey up to approximately 150,000 acre-feet per year in either direction. 

To utilize the Northern Pipeline for water conveyance related to the Water Project or to construct and operate the Southern Pipeline in coordination with existing water conveyance facilities, we must complete additional permitting and regulatory processes.

We expect to complete any necessary permitting in coordination with any contract by a third party to use the facility.

Our agricultural operations currently provide the Company’s principal source of revenue, although our working capital needs are not fully supported by our agricultural lease and farming returns at this time. We believe that the ultimate implementation of the Water Project 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 the Water Project (see “Liquidity and Capital Resources”, below).

Our current and future operations also include activities that further our commitments to sustainable stewardship of our land and water resources, 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 March 31, 2022, Compared to Three Months Ended March 31, 2021

We have not received significant revenues from our water resource and real estate development activity to date. Our revenues have been limited to rental income from our agricultural leases. As a result, we have historically incurred a net loss from operations. We incurred a net loss of $5.9 million in the three months ended March 31, 2022, compared to a $5.9 million net loss during the three months ended March 31, 2021. The higher 2022 loss was primarily due to stock-based non-cash bonus awards to employees.

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Cadiz Inc.

Our primary expenses are our ongoing overhead costs associated with the development of the Water Project (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 Revenue totaled $142,000 during the three months ended March 31, 2022, compared to $139,000 for the three months ended March 31, 2021. Revenues primarily related to rental income from our agricultural leases.

General and Administrative Expenses General and Administrative Expenses, exclusive of stock-based compensation costs, totaled $3.4 million in the three months ended March 31, 2022, compared to $3.1 million in the three months ended March 31, 2021.

Compensation costs for stock and option awards for the three months ended March 31, 2022, were $0.4 million, compared to $0.1 million for the three months ended March 31, 2021. The higher 2022 expense was primarily due to stock-based non-cash bonus awards to employees.

Interest Expense, net Net interest expense totaled $2.0 million during the three months ended March 31, 2022 compared to $2.5 million during the same period in 2021. The following table summarizes the components of net interest expense for the two periods (in thousands):

	Three Months Ended
	March 31,
	2022			2021
Interest on outstanding debt	$	1,424		$	2,662
Unrealized (gains) losses on warrants, net		-			(573	)
Amortization of debt discount		568			6
Amortization of deferred loan costs		-			447
Other Income		(1	)		-
	$	1,991		$	2,542

Loss from Equity-Method Investments Loss from equity-method investments related to our 50% ownership in the SoCal Hemp JV LLC totaled $134,000 for the three months ended March 31, 2022, compared to $203,000 for the three months ended March 31, 2021.

Liquidity and Capital Resources

Current Financing Arrangements

As we have not received significant revenues from our development 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.

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Cadiz Inc.

On June 7, 2021, we completed the sale and issuance of 1,219,512 shares of the Company’s common stock to certain institutional investors under a placement agent agreement with B. Riley Securities, Inc. (“BRS”). The shares of common stock were sold at a purchase price of $12.30 per share, for aggregate gross proceeds of $15 million and aggregate net proceeds of approximately $14.1 million. We used the net proceeds from this offering, together with cash on hand, to fund the $19 million payment made on June 30, 2021 to complete the acquisition of a 124-mile extension of the Northern Pipeline.

On June 29, 2021, we entered into an Underwriting Agreement with BRS as representative of the several underwriters named therein, to issue and sell an aggregate of 2,000,000 depositary shares (the “Depositary Shares”), as well as up to 300,000 Depositary Shares that may be sold pursuant to the exercise of an option to purchase additional Depositary Shares, each representing 1/1000^th of a share of Series A Preferred Stock (“Depositary Share Offering”). The liquidation preference of each of each share of Series A Preferred Stock is $25,000 ($25.00 per Depositary Share). The Depositary Share Offering was completed on July 2, 2021 for net proceeds of approximately $54 million.

On July 2, 2021, we entered into a $50 million new credit agreement (“Credit Agreement”) (see Note 2 to the Condensed Consolidated Financial Statements – “Long-Term Debt”). The proceeds of the Credit Agreement, together with the proceeds from the Depositary Share Offering, were used to (a) to repay all our outstanding obligations under the then existing senior secured debt in the amount of approximately $77.5 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 the Depositary Shares issued in the Depositary Share Offering, and (c) to pay transaction related expenses. The remaining proceeds will be used for working capital needs and for general corporate purposes.

On March 23, 2022, we completed the sale and issuance of 6,857,140 shares of the Company’s common stock to certain institutional and individual investors in a registered direct offering. The shares of common stock were sold at a purchase price of $1.75 per share, for aggregate gross proceeds of $12 million and aggregate net proceeds of approximately $11.7 million. The proceeds will be used for working capital needs and for general corporate purposes.

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 Senior Secured Debt 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 and agricultural development activities.

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Cadiz Inc.

Cash Used in Operating Activities. Cash used in operating activities totaled $3.2 million and $2.8 million for the three months ended March 31, 2022 and 2021, respectively. The cash was primarily used to fund general and administration expenses related to our water development efforts and agricultural development efforts.

Cash Used in Investing Activities. Cash used in investing activities totaled $0.6 million for the three months ended March 31, 2022, and $0.7 million for the three months ended March 31, 2021. The cash used in the 2021 period primarily related to development costs for the initial planting of 760 acres of alfalfa. The 2020 period included additions to well development and water quality and structural testing of a five-mile segment of pipeline.

Cash Provided by Financing Activities. Cash provided by financing activities totaled $10.4 million for the three months ended March 31, 2022, compared with cash provided of $14.9 million for the three months ended March 31, 2021. Proceeds from financing activities for both periods reported are primarily related to the issuance of shares under direct and at-the-market offerings.

Outlook

Short-Term Outlook. In March 2022, the registered direct offering of common stock provided net cash proceeds of approximately $11.7 million. These net cash proceeds, together with cash on hand, provide us with sufficient funds to meet our short-term working capital needs.

Long-Term Outlook. In the longer term, we will 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 resources and other developments. Future capital expenditures will depend on the progress of the Water Project and further expansion of our agricultural assets.

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”.

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Cadiz Inc.

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 March 31, 2022, 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 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.

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Cadiz Inc.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

There have been no material changes to legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 1A. Risk Factors

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, 2021.

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.

ITEM 5. Other Information

Not applicable.

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Cadiz Inc.

ITEM 6. Exhibits

The following exhibits are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

**10.1 Form of Securities Purchase Agreement

**10.2 Form of Board Observer and Nomination Right Agreement

**10.3 Form of Registration Rights Agreement

**10.4 Employment Agreement between Cadiz Inc. and Susan P. Kennedy dated as of February 4, 2022

**10.5 Letter from Cadiz Inc. to Keith Brackpool dated as of February 4, 2022

* 31.1 Certification of Scott S. Slater, Chief Executive Officer of Cadiz Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

* 31.2 Certification of Stanley E. Speer, Chief Financial Officer and Secretary of Cadiz Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*32.1 Certification of Scott S. Slater, 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 Stanley E. Speer, 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

* 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.

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Cadiz Inc.

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/ Scott S. Slater	May 12, 2022
	Scott S. Slater	Date
	Chief Executive Officer and President
	(Principal Executive Officer)

By:	/s/ Stanley E. Speer	May 12, 2022
	Stanley E. Speer	Date
	Chief Financial Officer and Secretary
	(Principal Financial Officer)

24

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott S. Slater, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Cadiz Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:  May 12, 2022

/s/ Scott S. Slater

Scott S. Slater

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Stanley E. Speer, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Cadiz Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:  May 12, 2022

/s/ Stanley E. Speer

Stanley E. Speer

Chief Financial Officer and Secretary

EX-32.1

EXHIBIT 32.1

STATEMENT PURSUANT TO SECTION 906 THE SARBANES-OXLEY ACT OF 2002

BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

I, Scott S. Slater, herby certify, to my knowledge, that:

1. the accompanying Quarterly Report on Form 10-Q of Cadiz Inc. for the period ended March 31, 2022 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cadiz Inc.

IN WITNESS WHEREOF, the undersigned has executed this Statement as of the date first written above.

Dated:  May 12, 2022

/s/ Scott S. Slater

Scott S. Slater

Chief Executive Officer

EX-32.2

EXHIBIT 32.2

STATEMENT PURSUANT TO SECTION 906 THE SARBANES-OXLEY ACT OF 2002

BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

I, Stanley E. Speer, herby certify, to my knowledge, that:

1. the accompanying Quarterly Report on Form 10-Q of Cadiz Inc. for the period ended March 31, 2022 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cadiz Inc.

IN WITNESS WHEREOF, the undersigned has executed this Statement as of the date first written above.

Dated:  May 12, 2022

/s/ Stanley E. Speer

Stanley E. Speer

Chief Financial Officer and Secretary

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 10, 2022
Document Information [Line Items]
Entity Central Index Key	0000727273
Entity Registrant Name	CADIZ INC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	0-12114
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0313235
Entity Address, Address Line One	550 South Hope Street, Suite 2850
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90071
City Area Code	213
Local Phone Number	271-1600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		50,770,275
Depository Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares
Trading Symbol	CDZIP
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CDZI
Security Exchange Name	NASDAQ

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Total revenues	$ 142	$ 139
Costs and expenses:
General and administrative	3,806	3,233
Depreciation	121	103
Total costs and expenses	3,927	3,336
Operating loss	(3,785)	(3,197)
Interest expense, net	(1,991)	(2,542)
Loss before income taxes	(5,776)	(5,739)
Income tax expense	(2)	(2)
Loss from equity-method investments	(134)	(203)
Net loss and comprehensive loss	(5,912)	(5,944)
Less: Preferred stock dividend	(1,265)	0
Net loss and comprehensive loss applicable to common stock	$ (7,177)	$ (5,944)
Basic and diluted net loss per common share (in dollars per share)	$ (0.16)	$ (0.16)
Basic and diluted weighted average shares outstanding (in shares)	44,433	37,834

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 18,819	$ 10,965
Restricted cash	1,265	1,288
Accounts receivable	124	270
Prepaid expenses and other current assets	793	691
Total current assets	21,001	13,214
Property, plant, equipment and water programs, net	79,381	78,890
Long-term deposit/prepaid expenses	420	420
Equity-method investments	942	976
Goodwill	3,813	3,813
Right-of-use asset	3,275	3,281
Long-term restricted cash	6,338	7,603
Other assets	4,567	4,296
Total assets	119,737	112,493
Current liabilities:
Accounts payable	1,095	286
Accrued liabilities	1,539	808
Current portion of long-term debt	82	107
Dividend payable	1,265	1,288
Operating lease liabilities	25	24
Total current liabilities	4,006	2,513
Long-term debt, net	47,029	46,477
Long-term lease obligations with related party, net	19,303	18,855
Long-term operating lease liabilities	3,010	3,257
Deferred revenue	750	750
Other long-term liabilities	33	32
Total liabilities	74,131	71,884
Stockholders’ equity:
Preferred stock	1	1
Common stock - $.01 par value; 70,000,000 shares authorized at March 31, 2022 and December 31, 2021; shares issued and outstanding – 50,750,304 at March 31, 2022 and 43,656,169 at December 31, 2021	506	436
Additional paid-in capital	625,675	613,572
Accumulated deficit	(580,577)	(573,400)
Total stockholders’ equity	45,606	40,609
Total liabilities and stockholders’ deficit	119,737	112,493
Series A Preferred Stock [Member]
Current liabilities:
Dividend payable	1,270
Stockholders’ equity:
Preferred stock	$ 1	$ 0

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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares				3 Months Ended	12 Months Ended
	Jul. 02, 2021	Jul. 01, 2021	Jun. 29, 2021	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)				$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)				100,000	100,000
Preferred stock, shares issued (in shares)				329	329
Preferred stock, shares outstanding (in shares)				329	329
Preferred stock, dividend rate				8.875%
Common stock, par value (in dollars per share)				$ 0.01	$ 0.01
Common stock, shares authorized (in shares)				70,000,000	70,000,000
Common stock, shares issued (in shares)				50,750,304	43,656,169
Common stock, shares outstanding (in shares)				50,750,304	43,656,169
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)		$ 0.01		$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)		7,500		7,500	7,500
Preferred stock, shares issued (in shares)				2,300	2,300
Preferred stock, shares outstanding (in shares)				2,300	2,300
Preferred stock, dividend rate	8.875%	8.875%	8.875%	8.875%	8.875%

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Consolidated Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (5,912,000)	$ (5,944,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, Total	121,000	103,000
Amortization of debt discount and issuance costs	568,000	453,000
Amortization of right-of-use asset	6,000	15,000
Interest expense added to loan principal	0	1,792,000
Interest expense added to lease liability	442,000	390,000
Loss on equity method investments	134,000	203,000
Compensation charge for stock and share option awards	433,000	147,000
Unrealized (gain) loss on warrant derivative liabilities	0	(573,000)
Changes in operating assets and liabilities:
Accounts receivable	146,000	37,000
Prepaid expenses and other current assets	(102,000)	(127,000)
Other assets	(271,000)	(272,000)
Accounts payable	664,000	(188,000)
Lease liabilities	(246,000)	(255,000)
Other accrued liabilities	795,000	1,396,000
Net cash used in operating activities	(3,222,000)	(2,823,000)
Cash flows from investing activities:
Additions to property, plant and equipment and water programs	(530,000)	(513,000)
Contributions to equity-method investments	(100,000)	(137,000)
Net cash used in investing activities	(630,000)	(650,000)
Cash flows from financing activities:
Net proceeds from issuance of stock	11,741,000	14,867,000
Dividend payments	(1,288,000)	0
Principal payments on long-term debt	(35,000)	(13,000)
Net cash provided by financing activities	10,418,000	14,854,000
Net increase in cash, cash equivalents and restricted cash	6,566,000	11,381,000
Cash, cash equivalents and restricted cash, beginning of period	19,856,000	7,424,000
Cash, cash equivalents and restricted cash, end of period	$ 26,422,000	$ 18,805,000

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Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Common Stock [Member] At Market Issuance Sales Agreement [Member]	Common Stock [Member]	Preferred Stock [Member] At Market Issuance Sales Agreement [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member] At Market Issuance Sales Agreement [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member] At Market Issuance Sales Agreement [Member]	Retained Earnings [Member]	At Market Issuance Sales Agreement [Member]	Total
Balance (in shares) at Dec. 31, 2020		36,902,361			7,531
Balance at Dec. 31, 2020		$ 368			$ 1		$ 513,744		$ (539,414)		$ (25,301)
Stock-based compensation expense (in shares)		72,229			0
Stock-based compensation expense		$ 1			$ 0		147		0		148
Issuance of shares pursuant to direct offerings (in shares)	1,368,362		0
Issuance of shares pursuant to direct offerings		13			$ 0	$ 14,853		$ 0		$ 14,866
Net loss and comprehensive loss		0							(5,944)		(5,944)
Reclassification of warrant liability		$ 0					3,179		0		3,179
Balance (in shares) at Mar. 31, 2021		38,342,952			7,531
Balance at Mar. 31, 2021		$ 382			$ 1		531,923		(545,358)		(13,052)
Balance (in shares) at Dec. 31, 2021		43,656,169		2,300	329
Balance at Dec. 31, 2021		$ 435		$ 1	$ 1		613,572		(573,400)		40,609
Stock-based compensation expense (in shares)		236,995		0	0
Stock-based compensation expense		$ 2		$ 0	$ 0		431		0		433
Issuance of shares pursuant to direct offerings (in shares)		6,857,140		0	0
Issuance of shares pursuant to direct offerings		$ 69		$ 0	$ 0		11,672		0		11,741
Dividends paid and declared		0		0	0		0		(1,265)		(1,265)
Net loss and comprehensive loss		$ 0		$ 0	$ 0		0		(5,912)		(5,912)
Balance (in shares) at Mar. 31, 2022		50,750,304		2,300	329
Balance at Mar. 31, 2022		$ 506		$ 1	$ 1		$ 625,675		$ (580,577)		$ 45,606

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Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2022 $ / shares
Dividends declared (in dollars per share)	$ 550
Preferred stock, dividend rate	8.875%

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Note 1 - Basis of Presentation

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE 1 – BASIS OF PRESENTATION

The Condensed Consolidated Financial Statements and notes have been prepared by Cadiz Inc., also 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 Annual Report on Form 10-K for the year ended December 31, 2021.

The foregoing Condensed Consolidated Financial Statements include the accounts of the Company and contain all adjustments, consisting only of normal recurring adjustments, which management 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. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of results for the entire fiscal year ending December 31, 2022.

Liquidity

The Condensed Consolidated 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 $5.9 million for the three months ended March 31, 2022, compared to $5.9 million for the three months ended March 31, 2021. The Company had working capital of $17.0 million at March 31, 2022 and used cash in its operations of $3.2 million for the three months ended March 31, 2022. The higher loss in 2022 was primarily due to higher compensation costs recorded in the 2022 period related to non-cash stock-based awards to employees.

Cash requirements during the three months ended March 31, 2022 primarily reflect certain administrative costs related to the Company’s water project development efforts and the further development of its land and agricultural assets. The Company’s present activities are focused on development of its assets in ways that meet growing long-term demand for access to sustainable water supplies and agricultural products.

On June 7, 2021, the Company completed the sale and issuance of 1,219,512 shares of the Company’s common stock to certain institutional investors under a placement agent agreement with B. Riley Securities, Inc. (“BRS”). The shares of common stock were sold at a purchase price of $12.30 per share, for aggregate gross proceeds of $15 million and aggregate net proceeds of approximately $14.1 million. The Company used the net proceeds from this offering, together with cash on hand, to fund the $19 million payment made on June 30, 2021 to complete the acquisition of a 124-mile extension of the Northern Pipeline.

On June 29, 2021, the Company entered into an Underwriting Agreement with BRS as representative of the several underwriters named there, to issue and sell an aggregate of 2,000,000 depositary shares (the “Depositary Shares”), as well as up to 300,000 Depositary Shares that may be sold pursuant to the exercise of an option to purchase additional Depositary Shares (“Depositary Share Offering”), each representing 1/1000^th of a share of the 8.875% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). The Depositary Share Offering was completed on July 2, 2021 for net proceeds of approximately $54 million. 

On July 2, 2021, the Company entered into a new $50 million senior secured credit agreement with lenders party thereto from time to time (“Lenders”) and BRS, as administrative agent for the Lenders (“Senior Secured Debt”) (see Note 2 – “Long-Term Debt”). The proceeds of the Senior Secured Debt, together with the proceeds from the Depositary Share Offering, were used (a) to repay all our outstanding obligations under the then existing senior secured debt in the amount of approximately $77.5 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 the Depositary Shares issued in the Depositary Share Offering, and (c) to pay transaction related expenses. The remaining proceeds will be used for working capital needs and for general corporate purposes. At March 31, 2022, the Company was in compliance with its debt covenants.

On March 23, 2022, the Company completed the sale and issuance of 6,857,140 shares of the Company’s common stock to certain institutional and individual investors in a registered direct offering. The shares of common stock were sold at a purchase price of $1.75 per share, for aggregate gross proceeds of $12 million and aggregate net proceeds of approximately $11.7 million. The proceeds will be used for working capital needs and for general corporate purposes.

The Company may meet its debt and working capital requirements through a variety of means, including extension, refinancing, equity placements, the sale or other disposition of assets, or reductions in operating costs. The covenants in the Senior Secured Debt do not prohibit the Company’s use of additional equity financing and allow the Company to retain 100% of the proceeds of any common equity financing. The Company does not expect the loan covenants to materially limit its ability to finance its water and agricultural development activities.

Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date. Management evaluates the Company’s liquidity to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applies judgement to estimate the projected cash flows of the Company including the following: (i) projected cash outflows (ii) projected cash inflows and (iii) categorization of expenditures as discretionary versus non-discretionary. The cash flow projections are based on known or planned cash requirements for operating costs as well as planned costs for project development.  

Limitations on the Company’s liquidity and ability to raise capital may adversely affect it. Sufficient liquidity is critical to meet the Company’s resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. 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.

Supplemental Cash Flow Information

During the three months ended March 31, 2022, approximately $875,000 in interest payments on the Company’s senior secured debt was paid in cash. There are no scheduled principal payments due on the Senior Secured Debt prior to its maturity.

At March 31, 2022, accruals for cash dividends payable on the Series A Preferred Stock was $1.27 million (see Note 8 – “Common and Preferred Stock”). The cash dividends were paid on April 15, 2022.

The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following:

Cash, Cash Equivalents and Restricted Cash	March 31, 2022		December 31, 2021		March 31, 2021
(in thousands)
Cash and Cash Equivalents	$	18,819	$	10,965	$	18,671
Restricted Cash		1,265		1,288		-
Long Term Restricted Cash		6,338		7,603		134
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	26,422	$	19,856	$	18,805

The restricted cash amounts primarily represent funds deposited into a segregated account, representing an amount sufficient to pre-fund quarterly dividend payments on Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering through approximately July 2023.

Recent Accounting Pronouncements

Accounting Guidance Not Yet Adopted

In June 2016, Financial Accounting Standards Board (“FASB”) issued an accounting standards update which introduces new guidance for the accounting for credit losses on certain financial instruments. This update is effective for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing this new guidance and expects this new standard will not have a material impact on the consolidated financial statements.

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Note 2 - Long-term Debt

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Debt Disclosure [Text Block]

The carrying value of the Company’s senior secured debt approximates fair value. The fair value of the Company’s senior secured 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 by its lenders.

On June 28, 2021, an affiliate of BRS entered into an assignment and assumption agreement (“Assignment”) whereby it agreed to purchase all outstanding obligations under the Company’s then existing senior secured debt for $77.5 million. This Assignment closed on July 2, 2021. 

On July 2, 2021, the Company entered into a new $50 million senior secured credit agreement (“Credit Agreement”) with Lenders and BRS, as administrative agent for the Lenders (“Senior Secured Debt”). The Senior Secured Debt will mature on July 2, 2024, unless the maturity is accelerated subject to the terms of the Credit Agreement. Interest is paid quarterly beginning on September 30, 2021 at a rate of seven percent per annum.  The obligations under the Senior Secured Debt are secured by substantially all of the Company’s assets on a first-priority basis (except as otherwise provided in the Credit Agreement). In connection with any repayment or prepayment of the debt, the Company is required to pay a repayment fee equal to the principal amount being repaid or prepaid, multiplied by (i) 2.0%, if such repayment or prepayment is made on or after the six-month anniversary of the closing of the debt and prior to the eighteen-month anniversary of the closing of the debt, (ii) 4.0%, if such repayment or prepayment is made on or after the eighteen-month anniversary of the closing of the debt and prior to the thirty-month anniversary of the closing of the debt, and (iii) 6.0%, if such repayment or prepayment is made at any time after the thirty-month anniversary of the closing of the debt. At any time, the Company will be permitted to prepay the principal of the debt, in whole or in part, provided that such prepayment is accompanied by any accrued interest on such principal amount being prepaid plus the applicable repayment fee described above.

In the event of certain asset sales, the incurrence of indebtedness or a casualty or condemnation event, in each case, under certain circumstances as described in the Credit Agreement, the Company will be required to use a portion of the proceeds to prepay amounts under the debt. In the event of any additional issuance of depositary receipts (“Depositary Receipts”) representing interests in shares of 8.875% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) by the Company, the Company will be required to, within five business days after the receipt of the net cash proceeds, apply (i) 50%, in the case of any issuance immediately following the six months anniversary of the closing of the debt and up to and including the one year anniversary of the closing of the debt and (ii) 75%, in the case of any issuance anytime thereafter, of the net cash proceeds to prepay amounts due under the debt (including the applicable repayment fee described above). 

The Credit Agreement includes customary affirmative and negative covenants, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company to, among other things, incur debt, incur liens, make investments, sell assets, pay dividends and enter into transactions with affiliates. In addition, the Credit Agreement includes customary events of default and remedies.

While any amount remains outstanding under the debt, the Lenders will have the right to convert the outstanding principal, plus unpaid interest, on the debt into Depositary Receipts at the per share exchange price of $25.00, as follows:

● on or before the 12-month anniversary of the closing of the debt, up to 25% of the outstanding principal and unpaid interest on the debt may be exchanged into Depositary Receipts;

● at any time after the 12-month anniversary of the closing of the debt, and on or before the 18-month anniversary of the closing of the debt, up to 50% of the principal and unpaid interest on the debt may be exchanged into Depositary Receipts;

● at any time after the 18-month anniversary of the closing of the debt, and on or before the 24-month anniversary of the closing of the debt, up to 75% of the principal and unpaid interest on the debt may be exchanged into Depositary Receipts; and

● at any time after the 24-month anniversary of the closing of the debt, up to 100% of the principal and unpaid interest on the debt may be exchanged for Depositary Receipts.

The proceeds of the Senior Secured Debt were used, together with the proceeds received from the Depositary Share Offering, (a) to repay all of the Company’s outstanding obligations under the then existing senior secured debt, (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 the Depositary Shares issued in the Depositary Share Offering, and (c) to pay transaction related expenses. The remaining proceeds will be used for working capital needs and for general corporate purposes. In addition, the Company incurred approximately $2.9 million in legal and advisory fees which was recorded as additional debt discount and is being amortized over the term of the Senior Secured Debt.

In connection with the issuance of the Senior Secured Debt, on July 2, 2021 (the “Original Issue Date”) the Company issued to the Lenders two warrants (“A Warrants” and “B Warrants”), each granting an option to purchase 500,000 shares of our common stock (collectively, the “Warrants”). The A Warrants may be exercised any time prior to July 2, 2024 (the “Expiration Date”) and have an exercise price of $17.38 equal to 120% of the closing price per share of our common stock on the Original Issue Date. The B Warrants may be exercised in the period from 180 days after the Original Issue Date to the Expiration Date and have an exercise price of $21.72 equal to 150% of the closing price of our common stock on the Original Issue Date.

As a result of the issuance of the Warrants, which met the criteria for equity classification under applicable GAAP, the Company recorded additional paid-in capital in the amount of $1.9 million which was the fair value of the Warrants on the issuance date. In addition, the fair value of the Warrants was recorded as debt discount and is being amortized over the term of the Senior Secured Debt.

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Note 3 - Stock-based Compensation Plans

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 3 – STOCK-BASED COMPENSATION PLANS

The Company has issued options and has granted stock awards pursuant to its 2019 Equity Incentive Plan, as described below.

2019 Equity Incentive Plan

The 2019 Equity Incentive Plan (“2019 EIP”) was approved by stockholders at the July 10, 2019 Annual Meeting. The plan provides for the grant and issuance of up to 1,200,000 shares and options to the Company’s employees, directors and consultants.

Effective July 1, 2021, under the 2019 EIP, each outside director receives $75,000 of cash compensation and receives a deferred stock award consisting of shares of the Company’s common stock with a value equal to $25,000 on June 30 of each year. The award accrues on a quarterly basis, with $18,750 of cash compensation and $6,250 of stock earned for each fiscal quarter in which a director serves. The deferred stock award vests automatically on the January 31 that first follows the award date.

Stock Awards to Directors, Officers, and Consultants

The Company has granted stock awards pursuant to its 2019 EIP.

Of the total 1,200,000 shares reserved under the 2019 Equity Incentive Plan, 1,124,939 shares and restricted stock units (“RSUs”) have been awarded to the Company directors, employees and consultants as of March 31, 2022. Of the 1,124,939 shares and RSUs awarded, 14,243 shares were awarded to the Company’s directors for services performed during the plan year ended June 30, 2021. These shares vested and were issued on January 31, 2022. 

825,000 RSUs were granted to employees in April 2021 as long-term equity incentive awards ( “April 2021 RSU Grant”).  Of the 825,000 RSUs granted under the April 2021 RSU Grant, 510,000 RSUs were scheduled to vest upon completion of certain milestones, including (a) 255,000 RSUs which vested in July 2021 upon completion of refinancing of the Company’s then existing senior secured debt and funding to complete the purchase of the Northern Pipeline (“Vesting Event”), and (b) 255,000 RSUs scheduled to vest upon completion of final binding water supply agreement(s) for the delivery of at least 9,500 acre-feet of water per annum to customers. Of the remaining 315,000 RSUs granted under the April 2021 RSU Grant, 60,000 RSUs are scheduled to vest on January 3, 2023, and 255,000 RSUs are scheduled to vest on March 1, 2023. The RSU incentive awards are subject in each case to continued employment with the Company through the vesting date.

Of the 255,000 RSUs earned upon the Vesting Event, the Company issued 158,673 shares net of taxes withheld and paid in cash by the Company.

Upon the change of the Executive Chair on  February 4, 2022, a total of 170,000 unvested RSUs were accelerated and became fully vested as a result of an amended employee agreement, which included 85,000 RSUs scheduled to vest upon completion of final binding water supply agreement(s) and 85,000 RSUs scheduled to vest on March 1, 2023.

Additionally, the Company issued 450,000 of performance stock unites (“PSUs”) upon achievement of certain performance events.  The PSUs vest upon the Company’s common stock achieving price hurdles (“Price Hurdles”) but not sooner than three years from date of grant, including (a) 200,000 PSUs to vest upon a Price Hurdle of $7 per share, (b) 150,000 PSUs to vest upon a Price Hurdle of $9 per share, (c) 50,000 PSUs to vest upon a Price Hurdle of $11 per share, and (d) 50,000 PSUs to vest upon a Price Hurdle of $13 per share and are payable, at the option of the Compensation Committee, in either common stock or cash.  The PSU incentive award is subject to continue employment with the Company through the vesting date.

The accompanying consolidated statements of operations and comprehensive loss include approximately $433,000 and $146,000 of stock-based compensation expense related to stock awards in the three months ended March 31, 2022 and 2021, respectively.

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Note 4 - Income Taxes

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 4 – INCOME TAXES

As of March 31, 2022, the Company had net operating loss (“NOL”) carryforwards of approximately $334 million for federal income tax purposes and $268 million for California state income tax purposes. Such carryforwards expire in varying amounts through the year 2038 and 2041 for federal and California purposes, respectively. For federal losses arising in tax years ending after December 31, 2017, the NOL carryforwards are allowed indefinitely. Use of the carryforward amounts is subject to an annual limitation as a result of a previous ownership change and an ownership change that occurred in June 2021.

As of March 31, 2022, the Company had unrecognized tax benefits totaling approximately $0.9 million. None of these, if recognized, would affect the Company's effective tax rate because the Company has recorded a full valuation allowance against deferred tax assets.

The Company's tax years 2018 through 2021 remain subject to examination by the Internal Revenue Service, and tax years 2017 through 2021 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 all deferred assets. Accordingly, no deferred tax asset has been reflected in the accompanying condensed consolidated balance sheet.

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Note 5 - Net Loss Per Common Share

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE 5 – 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 1,533,000 and 3,442,000 for the three months ended March 31, 2022 and 2021, respectively.

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Note 6 - Leases & Property, Plant, Equipment and Water Programs

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Lessee, Operating Leases and Property, Plant and Equipment Disclosure [Text Block]

NOTE 6 – LEASES & PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS

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 1 month to 28 years as of March 31, 2022, 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 included in the lease term or the right-of-use asset and lease liability balances. The Company's current lease arrangements expire in 2049.  The Company does not have any finance leases.

From a lessor standpoint, 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 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.  The Company expects to receive rental income of $420,000 annually over the next five years related to the FVF Lease Agreement.

During the three months ended March 31, 2022, $968,000 on construction in progress was placed into service, which included irrigation systems related to the development of 760 acres of alfalfa.

Depreciation expense on land improvements, buildings, leasehold improvements, machinery and equipment and furniture and fixtures was $121,000 and $103,000 for the three months ended March 31, 2022 and 2021, respectively.

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Note 7 - Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Fair Value Disclosures [Text Block]

NOTE 7 – 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.  

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Note 8 - Common and Preferred Stock

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

Common Stock

The Company is authorized to issue 70 million shares of Common Stock at a $0.01 par value. As of March 31, 2022, the Company had 50,750,304 shares issued and outstanding.

In January 2013, the Company revised its then existing agreement with the law firm of Brownstein Hyatt Farber Schreck LLP (“Brownstein”), a related party.  Under this agreement, the Company is to issue up to a total of 400,000 shares of the Company’s common stock, with 200,000 shares earned to date and 100,000 shares to be earned upon the achievement of each of two remaining milestones as follows:

■ 100,000 shares earned upon the signing of binding agreements for more than 51% of the Water Project’s annual capacity, which is not yet earned; and

■ 100,000 shares earned upon the commencement of construction of all of the major facilities contemplated in the Final Environmental Impact Report necessary for the completion and delivery of the Water Project, which is not yet earned.

All shares earned upon achievement of any of the remaining two milestones will be payable three years from the date earned.  

Series 1 Preferred Stock

The Company has issued a total of 10,000 shares of Series 1 Preferred Stock (“Series 1 Preferred Stock”) to certain holders (“Holders”) under certain conversion and exchange agreements entered into in March 2020. Each share of Series 1 Preferred Stock is convertible at any time at the option of the Holder into 405.05 shares of Common Stock. As of March 31, 2022, Holders of Series 1 Preferred Stock exercised their option to convert 9,671 shares of Series 1 Preferred Stock into 3,917,235 shares of Common Stock. The Company has 329 shares of Series 1 Preferred Stock issued and outstanding as of March 31, 2022.

Series A Preferred Stock

On June 29, 2021, the Company entered into an Underwriting Agreement with BRS as representative of the several underwriters named there, to issue and sell an aggregate of 2,000,000 depositary shares (the “Depositary Shares”), as well as up to 300,000 Depositary Shares that may be sold pursuant to the exercise of an option to purchase additional Depositary Shares (“Depositary Share Offering”), each representing 1/1000^th of a share of the 8.875% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). The Depositary Share Offering was completed on July 2, 2021 for net proceeds of approximately $54 million.

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 7,500 shares of the Company’s authorized shares of preferred stock, $0.01 par value per share, as Series A Preferred Stock.

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 8.875% of the $25,000.00 ($25.00 per Depositary Share) liquidation preference per year (equivalent to $2,218.75 per share per year or $2.21875 per Depositary Share per year). Dividends will be payable quarterly in arrears, on or about the 15^th of January, April, July and October, beginning on or about October 15, 2021. As of March 31, 2022, the Company has paid aggregate cash dividends of $2,737,000. On March 25, 2022, the Company’s Board of Directors declared that holders of Series A Preferred stock will receive a cash dividend equal to $550.00 per whole share; therefore, holders of Depositary Shares will receive a cash dividend equal to $0.55 per Depositary Share. The dividend was paid on April 15, 2022 to respective holders of record at of the close of business on April 4, 2022.

At the issuance of the Series A Preferred Stock, the Company pre-funded eight quarterly payments through July 2023 in a segregated account which appears as Restricted Cash on the Balance Sheet. 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 $25,000.00 per share ($25.00 per Depositary Share), plus any accrued and unpaid dividends. Furthermore, upon a change of control or delisting event (each as defined in the Certificate of Designation), the Company will have a special option to redeem the Series A Preferred Stock at $25,000.00 per share ($25.00 per Depositary Share), plus any accrued and unpaid dividends.

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 $25,000 liquidation preference per share plus (y) the amount of an accrued and unpaid dividends to, but not including, the conversion date by (B) the Common Stock Purchase Price (as defined in the Certificate of Designation), and (ii) 3,748.13 (the “Share Cap”), subject to certain adjustments.

The Company has 2,300 shares of Series A Preferred Stock issued and outstanding as of March 31, 2022.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Liquidity Accounting Policy Disclosure [Policy Text Block]

Liquidity

The Condensed Consolidated 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 $5.9 million for the three months ended March 31, 2022, compared to $5.9 million for the three months ended March 31, 2021. The Company had working capital of $17.0 million at March 31, 2022 and used cash in its operations of $3.2 million for the three months ended March 31, 2022. The higher loss in 2022 was primarily due to higher compensation costs recorded in the 2022 period related to non-cash stock-based awards to employees.

Cash requirements during the three months ended March 31, 2022 primarily reflect certain administrative costs related to the Company’s water project development efforts and the further development of its land and agricultural assets. The Company’s present activities are focused on development of its assets in ways that meet growing long-term demand for access to sustainable water supplies and agricultural products.

On June 7, 2021, the Company completed the sale and issuance of 1,219,512 shares of the Company’s common stock to certain institutional investors under a placement agent agreement with B. Riley Securities, Inc. (“BRS”). The shares of common stock were sold at a purchase price of $12.30 per share, for aggregate gross proceeds of $15 million and aggregate net proceeds of approximately $14.1 million. The Company used the net proceeds from this offering, together with cash on hand, to fund the $19 million payment made on June 30, 2021 to complete the acquisition of a 124-mile extension of the Northern Pipeline.

On June 29, 2021, the Company entered into an Underwriting Agreement with BRS as representative of the several underwriters named there, to issue and sell an aggregate of 2,000,000 depositary shares (the “Depositary Shares”), as well as up to 300,000 Depositary Shares that may be sold pursuant to the exercise of an option to purchase additional Depositary Shares (“Depositary Share Offering”), each representing 1/1000^th of a share of the 8.875% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). The Depositary Share Offering was completed on July 2, 2021 for net proceeds of approximately $54 million. 

On July 2, 2021, the Company entered into a new $50 million senior secured credit agreement with lenders party thereto from time to time (“Lenders”) and BRS, as administrative agent for the Lenders (“Senior Secured Debt”) (see Note 2 – “Long-Term Debt”). The proceeds of the Senior Secured Debt, together with the proceeds from the Depositary Share Offering, were used (a) to repay all our outstanding obligations under the then existing senior secured debt in the amount of approximately $77.5 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 the Depositary Shares issued in the Depositary Share Offering, and (c) to pay transaction related expenses. The remaining proceeds will be used for working capital needs and for general corporate purposes. At March 31, 2022, the Company was in compliance with its debt covenants.

On March 23, 2022, the Company completed the sale and issuance of 6,857,140 shares of the Company’s common stock to certain institutional and individual investors in a registered direct offering. The shares of common stock were sold at a purchase price of $1.75 per share, for aggregate gross proceeds of $12 million and aggregate net proceeds of approximately $11.7 million. The proceeds will be used for working capital needs and for general corporate purposes.

The Company may meet its debt and working capital requirements through a variety of means, including extension, refinancing, equity placements, the sale or other disposition of assets, or reductions in operating costs. The covenants in the Senior Secured Debt do not prohibit the Company’s use of additional equity financing and allow the Company to retain 100% of the proceeds of any common equity financing. The Company does not expect the loan covenants to materially limit its ability to finance its water and agricultural development activities.

Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date. Management evaluates the Company’s liquidity to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applies judgement to estimate the projected cash flows of the Company including the following: (i) projected cash outflows (ii) projected cash inflows and (iii) categorization of expenditures as discretionary versus non-discretionary. The cash flow projections are based on known or planned cash requirements for operating costs as well as planned costs for project development.  

Limitations on the Company’s liquidity and ability to raise capital may adversely affect it. Sufficient liquidity is critical to meet the Company’s resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. 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.

Cash Flow Supplemental [Policy Text Block]

Supplemental Cash Flow Information

During the three months ended March 31, 2022, approximately $875,000 in interest payments on the Company’s senior secured debt was paid in cash. There are no scheduled principal payments due on the Senior Secured Debt prior to its maturity.

At March 31, 2022, accruals for cash dividends payable on the Series A Preferred Stock was $1.27 million (see Note 8 – “Common and Preferred Stock”). The cash dividends were paid on April 15, 2022.

The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following:

Cash, Cash Equivalents and Restricted Cash	March 31, 2022		December 31, 2021		March 31, 2021
(in thousands)
Cash and Cash Equivalents	$	18,819	$	10,965	$	18,671
Restricted Cash		1,265		1,288		-
Long Term Restricted Cash		6,338		7,603		134
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	26,422	$	19,856	$	18,805

The restricted cash amounts primarily represent funds deposited into a segregated account, representing an amount sufficient to pre-fund quarterly dividend payments on Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering through approximately July 2023.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

Accounting Guidance Not Yet Adopted

In June 2016, Financial Accounting Standards Board (“FASB”) issued an accounting standards update which introduces new guidance for the accounting for credit losses on certain financial instruments. This update is effective for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing this new guidance and expects this new standard will not have a material impact on the consolidated financial statements.

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Note 1 - Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2022

Notes Tables

Schedule of Cash and Cash Equivalents [Table Text Block]

Cash, Cash Equivalents and Restricted Cash	March 31, 2022		December 31, 2021		March 31, 2021
(in thousands)
Cash and Cash Equivalents	$	18,819	$	10,965	$	18,671
Restricted Cash		1,265		1,288		-
Long Term Restricted Cash		6,338		7,603		134
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	26,422	$	19,856	$	18,805

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Note 1 - Basis of Presentation (Details Textual) - USD ($)						3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 23, 2022	Jul. 02, 2021	Jul. 01, 2021	Jun. 29, 2021	Jun. 07, 2021	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2021
Net Income (Loss) Attributable to Parent, Total						$ (5,912,000)	$ (5,944,000)
Working Capital						17,000,000.0
Net Cash Provided by (Used in) Operating Activities, Total						(3,222,000)	(2,823,000)
Proceeds from Issuance of Common Stock						11,741,000	14,867,000
Payments to Acquire Property, Plant, and Equipment, Total						$ 530,000	513,000
Preferred Stock, Dividend Rate, Percentage						8.875%
Repayments of Long-term Debt, Total						$ 35,000	$ 13,000
Deposits, Segregated Account, Pre-fund Eight Quarterly Dividend Payments		$ 10,200,000
Interest Paid, Excluding Capitalized Interest, Operating Activities						875,000
Dividends Payable, Current						$ 1,265,000			$ 1,288,000
New Loan [Member]
Debt Instrument, Face Amount		50,000,000
Senior Secured Debt [Member]
Repayments of Long-term Debt, Total		$ 77,500,000
Depository Shares [Member]
Stock Issued During Period, Shares, New Issues (in shares)				2,000,000
Preferred Stock, Shares Per Depository Share (in dollars per share)				$ 0.001
Series A Preferred Stock [Member]
Preferred Stock, Dividend Rate, Percentage		8.875%	8.875%	8.875%		8.875%			8.875%
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs		$ 54,000,000
Dividends Payable, Current						$ 1,270,000
Pipelines [Member]
Payments to Acquire Property, Plant, and Equipment, Total								$ 19,000,000
Private Placement [Member] | Direct Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)					1,219,512
Shares Issued, Price Per Share (in dollars per share)					$ 12.30
Proceeds from Issuance of Common Stock					$ 15,000,000
Proceeds from Issuance of Common Stock, Net					$ 14,100,000
Over-Allotment Option [Member] | Depository Shares [Member] | Maximum [Member]
Stock Issued During Period, Shares, New Issues (in shares)				300,000
Direct Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)	6,857,140
Shares Issued, Price Per Share (in dollars per share)	$ 1.75
Proceeds from Issuance of Common Stock	$ 12,000,000
Proceeds from Issuance of Common Stock, Net	$ 11,700,000

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Note 1 - Basis of Presentation - Components of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents	$ 18,819	$ 10,965	$ 18,671
Restricted Cash	1,265	1,288	0
Long Term Restricted Cash	6,338	7,603	134
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$ 26,422	$ 19,856	$ 18,805	$ 7,424

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Note 2 - Long-term Debt (Details Textual) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended	12 Months Ended
	Jul. 02, 2021	Jul. 01, 2021	Jun. 29, 2021	Mar. 31, 2022	Dec. 31, 2021
Preferred Stock, Dividend Rate, Percentage				8.875%
Deposits, Segregated Account, Pre-fund Eight Quarterly Dividend Payments	$ 10.2
Warrants Issued to Lenders [Member]
Class of Warrant or Right, Issued During Period (in shares)	2
Warrants and Rights Outstanding					$ 1.9
A Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 17.38
Percentage of Closing Price Per Share of Common Stock	120.00%
B Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 21.72
Percentage of Closing Price Per Share of Common Stock	150.00%
Warrants and Rights Outstanding, Term (Day)	180 days
Series A Preferred Stock [Member]
Preferred Stock, Dividend Rate, Percentage	8.875%	8.875%	8.875%	8.875%	8.875%
Depository Shares [Member]
Preferred Stock, Liquidation Preference Per Share (in dollars per share)	$ 25.00	$ 25.00
New Loan [Member]
Debt Instrument, Face Amount	$ 50.0
Debt Instrument, Interest Rate, Stated Percentage	7.00%
Debt Instrument, Unamortized Discount, Total	$ 2.9
New Loan [Member] | Repayment After Six-months of the Closing Date [Member]
Debt Instrument, Repayment Fee Percentage	2.00%
New Loan [Member] | Repayment After Eighteen-months of the Closing Date [Member]
Debt Instrument, Repayment Fee Percentage	4.00%
New Loan [Member] | Repayment After Thirty-months of the Closing Date [Member]
Debt Instrument, Repayment Fee Percentage	6.00%
New Loan [Member] | Issuance After Six-months and Before Ony Year of the Closing Date [Member]
Debt Instrument, Prepay Amount, Percentage of the Cash Proceeds Received	50.00%
New Loan [Member] | Issuance After One Year of the Closing Date [Member]
Debt Instrument, Prepay Amount, Percentage of the Cash Proceeds Received	75.00%
New Loan [Member] | Before 12-months Anniversary of the Closing of the Debt [Member]
Debt Instrument, Percentage of Principal Exchanged into Depositary Receipts	25.00%
New Loan [Member] | Between 12-months and 18-months Anniversary of the Closing of the Debt [Member]
Debt Instrument, Percentage of Principal Exchanged into Depositary Receipts	50.00%
New Loan [Member] | Between 18-months and 24-months Anniversary of the Closing of the Debt [Member]
Debt Instrument, Percentage of Principal Exchanged into Depositary Receipts	75.00%
New Loan [Member] | After 24-months Anniversary of the Closing of the Debt [Member]
Debt Instrument, Percentage of Principal Exchanged into Depositary Receipts	100.00%
Affiliate of BRS [Member] | Senior Secured Debt Issued By Cadiz [Member]
Payments to Acquire Notes Receivable	$ 77.5

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Note 3 - Stock-based Compensation Plans (Details Textual)			1 Months Ended	3 Months Ended
	Feb. 04, 2022 $ / shares shares	Jul. 01, 2021 USD ($)	Apr. 30, 2021 shares	Mar. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Jul. 10, 2019 shares
Share-based Payment Arrangement, Expense | $				$ 433,000	$ 146,000
Water Supply Agreement, Number of Acre-feet of Water Per Annum To Customer			9,500
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares)	170,000
Restricted Stock Units (RSUs) [Member] | Vesting Upon Completion of Final Binding Water Supply Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares)	85,000
Restricted Stock Units (RSUs) [Member] | Vesting on March 1, 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares)	85,000
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			825,000
Milestone RSUs [Member] | Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			510,000
Milestone RSUs [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			255,000
Milestone RSUs [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			255,000
Non-milestone Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			315,000
Non-milestone Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			60,000
Non-milestone Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)				158,673
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			255,000
Performance Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)	450,000
Performance Stock Units [Member] | Vesting Upon Price Hurdle of $7 Per Share [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)	200,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) | $ / shares	$ 7
Performance Stock Units [Member] | Vesting Upon Price Hurdle of $9 Per Share [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)	150,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) | $ / shares	$ 9
Performance Stock Units [Member] | Vesting Upon Price Hurdle of $11 Per Share [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)	50,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) | $ / shares	$ 11
Performance Stock Units [Member] | Vesting Upon Price Hurdle of $13 Per Share [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)	50,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) | $ / shares	$ 13
Two Thousand Nineteen Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)				1,200,000		1,200,000
Two Thousand Nineteen Equity Incentive Plan [Member] | Outside Director [Member] | Accrues Yearly [Member]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $		$ 75,000
Share-based Payment Arrangement, Expense | $		25,000
Two Thousand Nineteen Equity Incentive Plan [Member] | Outside Director [Member] | Accrues Quarterly [Member]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $		18,750
Share-based Payment Arrangement, Expense | $		$ 6,250
Two Thousand Nineteen Equity Incentive Plan [Member] | Directors, Consultants and Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)				1,124,939
Two Thousand Nineteen Equity Incentive Plan [Member] | Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)				14,243

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Note 4 - Income Taxes (Details Textual) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Unrecognized Tax Benefits, Ending Balance	$ 900
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	0
Deferred Tax Assets, Net, Total	0
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member]
Operating Loss Carryforwards	$ 334,000
Open Tax Year	2018 2019 2020 2021
Open Tax Period (Year)	3 years
Domestic Tax Authority [Member] | California Franchise Tax Board [Member]
Operating Loss Carryforwards	$ 268,000
Open Tax Year	2017 2018 2019 2020 2021
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member]
Open Tax Period (Year)	4 years

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Note 5 - Net Loss Per Common Share (Details Textual) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	1,533,000	3,442,000

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Note 6 - Leases & Property, Plant, Equipment and Water Programs (Details Textual)		3 Months Ended
	Feb. 29, 2016 USD ($) a	Mar. 31, 2022 USD ($) a	Mar. 31, 2021 USD ($)
Depreciation, Total		$ 121,000	$ 103,000
Property Related to Development of Alfalfa [Member]
Construction in Progress, Gross		$ 968,000
Area of Land (Acre) | a		760
Fenner Valley Farms LLC Lease Agreement [Member]
Lessor, Operating Lease, Term of Contract (Year)	99 years
Area of Real Estate Property (Acre) | a	2,100
Long-term Debt, Total	$ 12,000,000.0
Lessor, Operating Lease, Payment to be Received, Year One		$ 420,000
Lessor, Operating Lease, Payment to be Received, Year Two		420,000
Lessor, Operating Lease, Payment to be Received, Year Three		420,000
Lessor, Operating Lease, Payment to be Received, Year Four		420,000
Lessor, Operating Lease, Payment to be Received, Year Five		$ 420,000
Minimum [Member]
Lessee, Operating Lease, Remaining Lease Term (Month)		1 month
Maximum [Member]
Lessee, Operating Lease, Remaining Lease Term (Month)		28 years

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Note 8 - Common and Preferred Stock (Details Textual)						3 Months Ended		9 Months Ended	12 Months Ended
	Jul. 02, 2021 USD ($) $ / shares	Jul. 01, 2021 USD ($) $ / shares shares	Jun. 29, 2021 $ / shares shares	Mar. 05, 2020 shares	Jan. 31, 2013 shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares	Jul. 02, 2026 $ / shares	Mar. 25, 2022 $ / shares
Common Stock, Shares Authorized (in shares)						70,000,000		70,000,000	70,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares						$ 0.01		$ 0.01	$ 0.01
Common Stock, Shares, Issued (in shares)						50,750,304		50,750,304	43,656,169
Common Stock, Capital Shares Reserved for Future Issuance (in shares)					400,000
Percentage Of Projects Annual Capacity					51.00%
Number of Milestones for Common Stock Issuance					2
Shares Payable Term From Date Earned (Year)					3 years
Preferred Stock, Shares Issued, Total (in shares)						329		329	329
Preferred Stock, Dividend Rate, Percentage						8.875%
Preferred Stock, Shares Authorized (in shares)						100,000		100,000	100,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares						$ 0.01		$ 0.01	$ 0.01
Payments of Dividends, Total | $						$ 1,288,000	$ (0)	$ 2,737,000
Common Stock, Shares, Outstanding, Ending Balance (in shares)						50,750,304		50,750,304	43,656,169
Preferred Stock, Shares Outstanding, Ending Balance (in shares)						329		329	329
Preferred Class A [Member]
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)				405.05
Series 1 Preferred Stock [Member]
Conversion of Stock, Shares Converted (in shares)						9,671
Conversion of Stock, Shares Issued (in shares)						3,917,235
Preferred Stock, Shares Issued, Total (in shares)						329		329
Depository Shares [Member]
Stock Issued During Period, Shares, New Issues (in shares)			2,000,000
Preferred Stock, Shares Per Depository Share (in dollars per share) | $ / shares			$ 0.001
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ / shares	$ 25.00	$ 25.00
Preferred Stock, Liquidation Preference Per Share Per Year											2.21875
Dividends Payable, Amount Per Share (in dollars per share) | $ / shares											$ 0.55
Depository Shares [Member] | Sale Including Overallotment Option [Member]
Stock Issued During Period, Shares, New Issues (in shares)			2,000,000
Sale Including Overallotment Option [Member] | Sale Including Overallotment Option [Member] | Maximum [Member]
Stock Issued During Period, Shares, New Issues (in shares)			300,000
Series A Preferred Stock [Member]
Preferred Stock, Shares Issued, Total (in shares)						2,300		2,300	2,300
Preferred Stock, Dividend Rate, Percentage	8.875%	8.875%	8.875%			8.875%			8.875%
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $	$ 54,000,000
Preferred Stock, Shares Authorized (in shares)		7,500				7,500		7,500	7,500
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares		$ 0.01				$ 0.01		$ 0.01	$ 0.01
Preferred Stock, Liquidation Preference, Value | $		$ 25,000.00
Preferred Stock, Liquidation Preference Per Share Per Year		2,218.75
Dividends Payable, Amount Per Share (in dollars per share) | $ / shares											$ 550.00
Conversion of Stock, Shares Cap (in shares)		3,748.13
Preferred Stock, Shares Outstanding, Ending Balance (in shares)						2,300		2,300	2,300
Conversion of Convertible Senior Notes 2020 into Preferred Stock [Member]
Debt Conversion, Converted Instrument, Shares Issued (in shares)				10,000
Shares Earned Upon The Signing Of Binding Agreements [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)					100,000
Shares Earned Upon The Commencement Of Construction [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)					100,000
Forecast [Member] | Depository Shares [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares										$ 25.00
Forecast [Member] | Series A Preferred Stock [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares										$ 25,000.00
Upon Change of Control [Member] | Depository Shares [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares		$ 25.00
Upon Change of Control [Member] | Series A Preferred Stock [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares		$ 25,000.00