Form 10-Q - Quarterly report [Sections 13 or 15(d)]

united states

Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☑

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended June 30, 2024

☐

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from …… to …….

Commission File Number 0-12114

Cadiz Inc.

(Exact name of registrant specified in its charter)

Delaware	77-0313235
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

550 South Hope Street, Suite 2850
Los Angeles, California	90071
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (213) 271-1600

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CDZI	The NASDAQ Global Market
Depositary Shares (each representing a 1/1000^th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)	CDZIP	The NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

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

☑ Smaller Reporting Company ☐ Emerging growth company

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

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

As of August 9, 2024, the Registrant had 67,896,161 shares of common stock, par value $0.01 per share, outstanding.

*Fiscal Second Quarter 2024 Quarterly Report on Form 10-Q*	*Page*


PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

Cadiz Inc. Condensed Consolidated Financial Statements

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2024 and 2023	1

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2024 and 2023	2

Unaudited Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	3

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	4

Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the three and six months ended June 30, 2024	5

Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the three and months ended June 30, 2023	6

Unaudited Notes to the Condensed Consolidated Financial Statements	7

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	31

ITEM 4. Controls and Procedures	31

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings	32

ITEM 1A. Risk Factors	32

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	32

ITEM 3. Defaults Upon Senior Securities	32

ITEM 4. Mine Safety Disclosures	32

ITEM 5. Other Information	32

ITEM 6. Exhibits	33

CADIZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

	For the Three Months
	Ended June 30,
*($ in thousands, except per share data)*	2024			2023

Total revenues	$	513		$	809

Costs and expenses:
Cost of sales		852			768
General and administrative		6,305			5,320
Depreciation		305			305

Total costs and expenses		7,462			6,393

Operating loss		(6,949	)		(5,584	)

Interest expense, net		(1,921	)		(1,128	)
Loss on derivative liability		-			(350	)

Loss before income taxes		(8,870	)		(7,062	)
Income tax expense		(2	)		(2	)

Net loss and comprehensive loss	$	(8,872	)	$	(7,064	)

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

Net loss and comprehensive loss applicable to common stock	$	(10,160	)	$	(8,352	)

Basic and diluted net loss per common share	$	(0.15	)	$	(0.13	)

Basic and diluted weighted average shares outstanding		67,771			66,606

See accompanying notes to the unaudited condensed consolidated financial statements.

CADIZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

	For the Six Months
	Ended June 30,
*($ in thousands, except per share data)*	2024			2023

Total revenues	$	1,634		$	939

Costs and expenses:
Cost of sales		1,856			790
General and administrative		11,035			9,251
Depreciation		600			634

Total costs and expenses		13,491			10,675

Operating loss		(11,857	)		(9,736	)

Interest expense, net		(3,860	)		(2,464	)
Loss on derivative liability		-			(220	)
Loss on early extinguishment of debt		-			(5,331	)

Loss before income taxes		(15,717	)		(17,751	)
Income tax expense		(5	)		(4	)

Net loss and comprehensive loss	$	(15,722	)	$	(17,755	)

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

Net loss and comprehensive loss applicable to common stock	$	(18,275	)	$	(20,308	)

Basic and diluted net loss per common share	$	(0.27	)	$	(0.31	)

Basic and diluted weighted average shares outstanding		67,384			64,633

See accompanying notes to the unaudited condensed consolidated financial statements.

CADIZ INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,			December 31,
*($ in thousands, except per share data)*	2024			2023

ASSETS
Current assets:
Cash and cash equivalents	$	10,102		$	4,502
Accounts receivable		1,619			904
Inventories		4,497			2,106
Prepaid expenses and other current assets		1,006			508
Total current assets		17,224			8,020

Property, plant, equipment and water programs, net		87,034			87,217
Long-term deposit/prepaid expenses		420			420
Goodwill		5,714			5,714
Right-of-use asset		2,221			431
Long-term restricted cash		134			134
Other assets		5,365			5,438
Total assets	$	118,112		$	107,374

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,901		$	1,245
Accrued liabilities		2,309			1,170
Current portion of long-term debt		155			182
Dividend payable		1,288			1,288
Contingent consideration liabilities		1,450			1,450
Deferred revenue		1,843			373
Operating lease liabilities		171			127
Total current liabilities		9,117			5,835

Long-term debt, net		54,724			37,711
Long-term lease obligations with related party, net		24,055			22,877
Long-term operating lease liabilities		1,976			318
Deferred revenue		625			625
Other long-term liabilities		43			41
Total liabilities		90,540			67,407

Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock - $.01 par value; 100,000 shares authorized at June 30, 2024 and December 31, 2023; shares issued and outstanding – 329 at June 30, 2024 and December 31, 2023		1			1
8.875% Series A cumulative, perpetual preferred stock - $.01 par value; 7,500 shares authorized at June 30, 2024 and December 31, 2023; shares issued and outstanding – 2,300 at June 30, 2024 and December 31, 2023		1			1
Common stock - $.01 par value; 100,000,000 shares authorized at June 30, 2024 and 85,000,000 authorized at December 31, 2023; shares issued and outstanding – 67,800,188 at June 30, 2024 and 66,710,795 at December 31, 2023		676			665
Additional paid-in capital		685,019			679,150
Accumulated deficit		(658,125	)		(639,850	)
Total stockholders’ equity		27,572			39,967
Total liabilities and stockholders’ deficit	$	118,112		$	107,374

See accompanying notes to the unaudited condensed consolidated financial statements.

CADIZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months
	Ended June 30,
*($ in thousands)*	2024			2023

Cash flows from operating activities:
Net loss	$	(15,722	)		(17,755	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		600			634
Amortization of debt discount and issuance costs		611			273
Amortization of right-of-use asset		66			59
Interest expense added to loan principal		1,024			435
Interest expense added to lease liability		1,166			1,032
Finance expense		307			-
Unrealized loss on derivative liability		-			220
Loss on early extinguishment of debt		-			5,331
Compensation charge for stock and share option awards		2,380			489
Changes in operating assets and liabilities:
Accounts receivable		(715	)		(426	)
Inventories		(2,391	)		(849	)
Prepaid expenses and other current assets		(498	)		(233	)
Other assets		73			(443	)
Accounts payable		670			816
Lease liabilities		(154	)		(53	)
Deferred revenue		1,470			-
Other accrued liabilities		1,177			599

Net cash used in operating activities		(9,936	)		(9,871	)

Cash flows from investing activities:
Additions to property, plant and equipment and water programs		(467	)		(3,213	)

Net cash used in investing activities		(467	)		(3,213	)

Cash flows from financing activities:
Net proceeds from issuance of stock		-			38,490
Dividend payments		(2,553	)		(2,553	)
Proceeds from the issuance of long-term debt		20,000			-
Principal payments on long-term debt		(98	)		(15,088	)
Issuance costs long-term debt		(1,294	)		(27	)
Costs for early extinguishment of debt		-			(600	)
Taxes paid related to net share settlement of equity awards		(52	)		(261	)

Net cash provided by financing activities		16,003			19,961

Net increase in cash, cash equivalents and restricted cash		5,600			6,877

Cash, cash equivalents and restricted cash, beginning of period		4,636			13,782

Cash, cash equivalents and restricted cash, end of period	$	10,236		$	20,659

See accompanying notes to the unaudited condensed consolidated financial statements.

CADIZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

For the three and six months ended June 30, 2024 ($ 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, 2023		66,710,795	$	665		329	$	1		2,300	$	1	$	679,150	$	(639,850	)	$	39,967

Stock-based compensation expense, net of taxes		472,779		5		-		-		-		-		1,202		-			1,207
Issuance of warrants		-		-		-		-		-		-		887		-			887
Shares to be issued to lenders		-		-		-		-		-		-		480		-			480
Issuance of shares to consultants		100,000		1		-		-		-		-		256		-			257
Capitalization of gain on extinguishment of debt		-		-		-		-		-		-		1,928		-			1,928
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)		-		-		-		-		-		-		-		(1,265	)		(1,265	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(6,850	)		(6,850	)

Balance as of March 31, 2024		67,283,574		671		329	$	1		2,300	$	1		683,903		(647,965	)		36,611

Stock-based compensation expense, net of taxes		516,614		5		-		-		-		-		1,116		-			1,121
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($560 per share)		-		-		-		-		-		-		-		(1,288	)		(1,288	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(8,872	)		(8,872	)

Balance as of June 30, 2024		67,800,188		676		329		1		2,300		1		685,019		(658,125	)		27,572

See accompanying notes to the unaudited condensed consolidated financial statements.

CADIZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

For the three and six months ended June 30, 2023 ($ 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, 2022		55,823,810	$	556		329	$	1		2,300	$	1	$	636,963	$	(603,298	)	$	34,223

Stock-based compensation expense		217,452		2		-		-		-		-		63		-			65
Issuance of shares pursuant to direct offerings		10,500,000		105		-		-		-		-		38,385		-			38,490
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)		-		-		-		-		-		-		-		(1,265	)		(1,265	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(10,691	)		(10,691	)

Balance as of March 31, 2023		66,541,262		663		329	$	1		2,300	$	1		675,411		(615,254	)		60,822

Stock-based compensation expense		54,344		1		-		-		-		-		163		-			164
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($560 per share)		-		-		-		-		-		-		-		(1,288	)		(1,288	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(7,064	)		(7,064	)

Balance as of June 30, 2023		66,595,606		664		329	$	1		2,300	$	1		675,574		(623,606	)		52,634

See accompanying notes to the unaudited condensed consolidated financial statements.

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, 2023.

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 six months ended June 30, 2024, are not necessarily indicative of results for the entire fiscal year ending December 31, 2024.

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 $15.7 million for the six months ended June 30, 2024, compared to $17.8 million for the six months ended June 30, 2023. The Company had working capital of $8.1 million at June 30, 2024 and used cash in its operations of $9.9 million for the six months ended June 30, 2024. The lower loss in 2024 was primarily due to a 2023 loss on early extinguishment of debt recorded in the amount of $5.3 million resulting from issuance of a conversion instrument, a repayment fee and elimination of debt discount associated with the paydown of $15 million of senior secured debt in 2023, offset by higher compensation costs related to stock based non-cash bonus awards and increased interest expense related to the Third Amended Credit Agreement in 2024.

Cash requirements during the six months ended June 30, 2024 primarily reflect certain operating and administrative costs related to the Company’s land, water, infrastructure and technology assets for water solutions including the Cadiz Water Conservation & Storage Project (“Water Project”), agricultural operations and water filtration business. The Company’s present activities are focused on the development of its assets in ways that meet a need for groundwater storage capacity in Southern California and growing demands for affordable, reliable, long-term water supplies in the Southwestern United States.

CADIZ INC.

On January 30, 2023, the Company completed the sale and issuance of 10,500,000 shares of the Company’s common stock to certain institutional investors in a registered direct offering ( “January 2023 Direct Offering”). The shares of common stock were sold at a purchase price of $3.84 per share, for aggregate gross proceeds of $40.32 million and aggregate net proceeds of approximately $38.5 million. A portion of the proceeds were used to repay the Company’s debt in the principal amount of $15 million, together with fees and interest required to be paid in connection with such repayment.

On February 2, 2023, the Company and its wholly-owned subsidiary, Cadiz Real Estate LLC, as borrowers (collectively, the “Borrowers”) entered into a First Amendment to Credit Agreement with BRF Finance Co., LLC (“Lenders”) and B. Riley Securities, Inc., (“BRS”) as administrative agent, to amend certain provisions of the Credit Agreement dated as of July 2, 2021 (“First Amended Credit Agreement”). Under the First Amended Credit Agreement, the lenders will have a right to convert up to $15 million of outstanding principal, plus any PIK interest and any accrued and unpaid interest (the “Convertible Loan”) into shares of the Company’s common stock at a conversion price of $4.80 per share (the “Conversion Price”).

On March 6, 2024, the Company entered into a Third Amendment to Credit Agreement and First Amendment to Security Agreement (“Third Amended Credit Agreement”). The Third Amended Credit Agreement provides, among other things, (a) a new tranche of senior secured convertible terms loans from HHC $ Fund 2012 (“Heerema”) in an aggregate principal amount of $20 million, having a maturity date of June 30, 2027 (“New Secured Convertible Debt”); (b) the aggregate principal amount of the secured non-convertible term loans acquired by Heerema from an existing lender has been increased from $20 million to $21.2 million and the applicable repayment fee in respect thereof has been eliminated; (c) the Convertible Loan existing prior to the Third Amended Credit Agreement, in an aggregate principal amount of approximately $16 million plus interest accruing thereon, has become unsecured; and (d) extension of the maturity date for the existing Convertible Loan and non-convertible loans to June 30, 2027 (see “Note 3 – Long-Term Debt”, below). The proceeds from the Third Amended Credit Agreement will be used to fund expenditures associated with development of the Company’s water supply projects, to fund working capital needs, to pay transaction related expenses 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, deferring the timing of preferred stock dividend payments (see Note 9 - Common and Preferred Stock) 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 solutions 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 inflows and outflows and their timing, (ii) categorization of expenditures as discretionary versus non-discretionary and (iii) the ability to raise capital. The cash flow projections are based on known or planned cash requirements for operating costs as well as planned costs for project development.

CADIZ INC.

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 six months ended June 30, 2024, approximately $737,000 in interest payments on the Company’s senior secured debt was paid in cash and approximately $1,024,000 was recorded as interest payable in kind. There are no scheduled principal payments due on the senior secured debt prior to its maturity.

At June 30, 2024, accruals for cash dividends payable on the Series A Preferred Stock was $1.28 million (see Note 9 – “Common and Preferred Stock”). The cash dividends were paid on July 15, 2024.

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	June 30, 2024		December 31, 2023		June 30, 2023
*(in thousands)*

Cash and Cash Equivalents	$	10,102	$	4,502	$	19,237
Restricted Cash		-		-		1,288
Long Term Restricted Cash		134		134		134
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	10,236	$	4,636	$	20,659

The restricted cash amounts primarily represented 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.

In conjunction with the Third Amended Credit Agreement, the Company issued warrants to Heerema and paid a consent fee with common stock which are non-cash financing activities. See Note 3 – “Long Term Debt” for additional discussion of these non-cash financing activities.

Recent Accounting Pronouncements

Accounting Guidance Not Yet Adopted

In November 2023, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. ASU 2023-07, Segment Reporting (Topic 280)("ASU 2023-07"). ASU 2023-07 modifies the disclosure and presentation requirements of reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within those financial years beginning after December 15, 2024, 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.

CADIZ INC.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)("ASU 2023-09"). ASU 2023-09 expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash tax paid in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. 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 – REPORTABLE SEGMENTS

The Company currently operates in two reportable segments based upon its organizational structure and the way in which its operations are managed and evaluated. The Company’s largest segment is Land and Water Resources, which comprises all activities regarding its properties in the eastern Mojave Desert including pre-revenue development of the Water Project (supply, storage and conveyance), and agricultural operations. The Company’s second operating segment is its Water Filtration Technology business, ATEC Water Systems LLC (“ATEC”) which provides innovative water filtration solutions for impaired or contaminated groundwater sources. The Company acquired the assets of ATEC Systems, Inc. in November 2022 into its new subsidiary ATEC. There were no intersegment sales during the six months ended June 30, 2024 and $311 thousand during the six months ended June 30, 2023.

We evaluate our performance based on segment operating (loss). Interest expense, income tax expense and losses related to equity method investments are excluded from the computation of operating (loss) for the segments. Segment net revenue, segment operating expenses and segment operating (loss) information consisted of the following for the three and six months ended June 30, 2024 and 2023:

	Three Months Ended June 30, 2024
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	350		$	163		$	513

Costs and expenses:
Cost of sales		679			173			852
General and administrative		5,917			388			6,305
Depreciation		292			13			305

Total costs and expenses		6,888			574			7,462

Operating loss	$	(6,538	)	$	(411	)	$	(6,949	)

CADIZ INC.

	Three Months Ended June 30, 2023
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	379		$	430		$	809

Costs and expenses:
Cost of sales		432			336			768
General and administrative		5,232			88			5,320
Depreciation		271			34			305

Total costs and expenses		5,935			458			6,393

Operating loss	$	(5,556	)	$	(28	)	$	(5,584	)

	Six Months Ended June, 2024
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	986		$	648		$	1,634

Costs and expenses:
Cost of sales		1,339			517			1,856
General and administrative		10,397			638			11,035
Depreciation		574			26			600

Total costs and expenses		12,310			1,181			13,491

Operating loss	$	(11,324	)	$	(533	)	$	(11,857	)

	Six Months Ended June 30, 2023
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	509		$	430		$	939

Costs and expenses:
Cost of sales		454			336			790
General and administrative		8,999			252			9,251
Depreciation		549			85			634

Total costs and expenses		10,002			673			10,675

Operating loss	$	(9,493	)	$	(243	)	$	(9,736	)

Assets by operating segment are as follows (dollars in thousands):

	June 30, 2024		December 31, 2023
Operating Segment:
Water and Land Resources	$	109,387	$	101,946
Water Filtration Technology		8,725		5,428
	$	118,112	$	107,374

CADIZ INC.

Goodwill by operating segment is as follows (dollars in thousands):

	June 30, 2024		December 31, 2023
Operating Segment:
Water and Land Resources	$	3,813	$	3,813
Water Filtration Technology		1,901		1,901
	$	5,714	$	5,714

Property, plant, equipment and water programs consist of the following (dollars in thousands):

	June 30, 2024
	Water and Land Resources			Water Filtration Technology

Land and land improvements	$	33,004		$	-
Water programs		29,321			-
Pipeline		22,098			-
Buildings		1,805			-
Leasehold improvements, furniture and fixtures		1,605			4
Machinery and equipment		3,826			247
Construction in progress		5,091			4
		96,750			255
Less accumulated depreciation		(9,811	)		(160	)
	$	86,939		$	95

	December 31, 2023
	Water and Land Resources			Water Filtration Technology

Land and land improvements	$	32,357		$	-
Water programs		29,209			-
Pipeline		22,096			-
Buildings		1,730			-
Leasehold improvements, furniture and fixtures		1,605			4
Machinery and equipment		3,719			210
Construction in progress		5,664			-
		96,380			214
Less accumulated depreciation		(9,238	)		(139	)
	$	87,142		$	75

NOTE 3 – LONG-TERM DEBT

The carrying value of the Company’s senior secured debt and the Company's convertible note instrument approximates fair value.

On July 2, 2021, the Company entered into a $50 million senior secured credit agreement (“Credit Agreement”). Interest is paid quarterly at a rate of seven percent per annum. The obligations under the Credit Agreement are secured by substantially all of the Company’s assets on a first-priority basis. Currently, in connection with any repayment or prepayment of the Convertible Loan (as defined below), the Company is required to pay a repayment fee equal to the principal amount being repaid or prepaid, multiplied by 6.0%. 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 any applicable repayment fee described above.

CADIZ INC.

In connection with entering into the Credit Agreement, 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 the Company’s common stock (collectively, the “Warrants”). The A Warrants and B Warrants expired on July 2, 2024.

As a result of the issuance of the A and B 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 was amortized over the term of the related debt.

On February 2, 2023, the Company entered into a First Amendment to Credit Agreement to amend certain provisions of the Credit Agreement (“First Amended Credit Agreement”). In connection with the First Amended Credit Agreement, the Company repaid $15 million of the senior secured debt together with fees and interest required to be paid in connection with such repayment under the Credit Agreement. Under the First Amended Credit Agreement, the lenders have a right to convert up to $15 million of outstanding principal, plus any PIK interest and any accrued and unpaid interest (the “Convertible Loan”) into shares of the Company’s common stock at a conversion price of $4.80 per share (the “Conversion Price”). Additionally, the maturity date of the Credit Agreement was extended from July 2, 2024 to June 30, 2026. The annual interest rate remains unchanged at 7.00%. Interest on $20 million of the principal amount will be paid in cash. Interest on the $15 million principal amount of the Convertible Loan will be paid in kind on a quarterly basis by addition such amount to the outstanding principal amount of the outstanding Convertible Loan. The amendment was recorded as a debt extinguishment.

As a result of the First Amended Credit Agreement, the Company bifurcated the new conversion option from the debt and recorded a derivative liability. As of the effective date of the First Amended Credit Agreement, the derivative liability had a fair value of approximately $2.4 million which was recorded as loss on early extinguishment of debt. In addition, the loss on early extinguishment of debt included $2.0 million of repayment fees for both repaid and amended principal and $980 thousand of unamortized debt issuance costs.

The fair value of the derivative liability was remeasured each reporting period using an option pricing model, and the change in fair value was recorded as an adjustment to the derivative liability with the change in fair value recorded as income or expense. On August 14, 2023, the Credit Agreement was further amended to remove a conversion exchange cap provision (“Second Amended Credit Agreement”). As a result of the Second Amended Credit Agreement, the Company reclassified the carrying value of the bifurcated conversion option at the time of the modification from a derivative liability in the amount of $2.57 million to additional paid-in capital. Total unrealized losses of derivative liabilities accounted for as derivatives prior to the Second Amended Credit Agreement were $350 thousand and $220 thousand for the three and six months ended June 30, 2023, respectively.

CADIZ INC.

On March 6, 2024, the Company entered into the Third Amended Credit Agreement. Before entering into the Third Amended Credit Agreement, Heerema purchased the outstanding secured non-convertible term loans under the Credit Agreement (“Assignment”) at a discount on behalf of the Company. The Assignment was considered a debt extinguishment resulting in a gain of $1.9 million recorded as additional paid-in-capital as Heerema is a significant shareholder of the Company. The acquired secured non-convertible term loans were issued to Heerema at a discount which is being amortized over the term of the non-convertible term loan. In connection with the Assignment, the existing holders of both the Convertible Loan and non-convertible term loans consented to effectuate the Third Amended Credit Agreement in consideration of a consent fee in the aggregate amount of $479,845 payable in the form of the Company’s registered common stock (valued at $2.89 per share, or 166,036 shares). The consent fee was capitalized as an additional debt discount and is being amortized over the remaining term of the Convertible Loan.

The Third Amended Credit Agreement provides, among other things, (a) a new tranche of senior secured convertible terms loans from Heerema in an aggregate principal amount of $20 million, having a maturity date of June 30, 2027 (“New Secured Convertible Debt”); (b) the aggregate principal amount of the secured non-convertible term loans acquired by Heerema has been increased from $20 million to $21.2 million and the applicable repayment fee in respect thereof has been eliminated; (c) the Convertible Loan existing prior to the Third Amended Credit Agreement, in an aggregate principal amount of approximately $16 million plus interest accruing thereon, has become unsecured; and (d) extension of the maturity date for the existing Convertible Loan and non-convertible loans to June 30, 2027. The New Secured Convertible Debt will bear PIK interest at a rate of 7% per annum, payable quarterly in arrears. The initial conversion price of the New Secured Convertible Debt is $5.30 per share and will be subject to anti-dilution adjustments.

In connection with the debts issued to Heerema, the Company issued a warrant to purchase 1,000,000 shares of our common stock (the “Heerema Warrant”) to Heerema. The Heerema Warrant has an exercise price of $5.00 per share, which will be subject to anti-dilution adjustments. The Heerema Warrant expires on June 30, 2027. The Company recorded the fair value of the Heerema Warrant on the issuance date in additional paid-in capital in the amount of $0.9 million. In addition, the fair value of the Heerema Warrant was recorded as debt discount and is being amortized over the term of the secured debt issued to Heerema.

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 secured 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 75% 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.

CADIZ INC.

NOTE 4 – 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 originally approved by stockholders at the July 10, 2019 Annual Meeting, with amendments to the plan approved by stockholders at the July 12, 2022 Annual Meeting and the June 11, 2024 Annual Meeting. The plan, as amended, provides for the grant and issuance of up to 5,200,000 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 5,200,000 shares reserved under the 2019 Equity Incentive Plan, as amended, 4,251,207 shares and restricted stock units (“RSUs”) have been awarded to the Company directors, employees and consultants as of June 30, 2024. Of the 4,251,207 shares and RSUs awarded, 69,479 shares were awarded to the Company’s directors for services performed during the plan year ended June 30, 2024. These shares will vest and be issued on January 31, 2025.

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 (“ 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 (“Supply Agreement Vesting Event”). 170,000 RSUs, including 85,000 related to the Supply Agreement Vesting Event, were accelerated and became fully vested as a result of an amended employee agreement entered into in February 2022 upon the change of the Company’s Executive Chair, 60,000 RSUs vested and were issued on January 3, 2023, and 170,000 RSUs vested and were issued on March 1, 2023. 85,000 of the RSUs related to the Supply Agreement Vesting Event were cancelled effective December 31, 2023 and the remaining 85,000 shares related to the Supply Agreement Vesting Event vested in March 2024.

CADIZ INC.

Additionally, in July 2022, 60,000 RSUs were granted to employees as long-term equity incentive awards ( “July 2022 RSU Grant”). The RSUs granted under the July 2022 RSU Grant vested on January 2, 2024. In January 2024, 60,000 additional RSUs were granted to employees which vest on January 2, 2025. 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 and issued in July 2021 upon the Northern Pipeline Vesting Event, the Company issued 158,673 shares net of taxes withheld and paid in cash by the Company. Of the 170,000 RSUs issued on March 1, 2023, the Company issued 102,871 shares net of taxes withheld and paid in cash by the Company. Of the 85,000 RSUs earned and issued in March 2024 upon the Supply Agreement Vesting Event, the Company issued 62,624 shares net of taxes withheld and paid in cash by the Company.

Additionally, in April 2022 the Company issued 450,000 of performance stock units (“PSUs”) upon achievement of certain performance events. The PSUs were to vest upon the Company’s common stock achieving price hurdles (“Price Hurdles”) but not sooner than three years from date of grant date. These PSUs were cancelled in April 2024 in conjunction with entering into an amended and restated employment agreement with the Company’s Chief Executive Officer which provided a grant of 1.6 million RSUs and PSUs with (a) 700,000 RSUs that will vest over the three-year period from 2024 to 2026; (b) 600,000 RSUs that will vest upon achievement of milestones related to completion of certain permits, entering into binding contracts for water delivery or storage, and delivery of water, and (c) 300,000 PSUs that will vest upon a Price Hurdle of $15 per share for 20 consecutive days.

400,000 RSUs were granted to a consultant on July 1, 2023 ( “July 2023 RSU Grant). Of the 400,000 RSUs granted under the July 2023 RSU Grant, 200,000 RSUs vested and were issued upon completion of the Third Amended Credit Agreement in March 2024. Of the remaining 200,000 RSUs granted, 100,000 RSUs vested and were issued on October 1, 2023, and 100,000 vested and were issued on February 1, 2024.

Additionally, 300,000 RSUs were granted to a consultant in January 2024 which vest upon achieving certain milestone events. 100,000 of these RSUs vested and were issued in March 2024 upon entering into binding supply agreements for the Water Project.

The accompanying consolidated statements of operations and comprehensive loss include approximately $2,380,000 and $489,000 of stock-based compensation expense related to stock awards in the six months ended June 30, 2024 and 2023, respectively.

NOTE 5 – INCOME TAXES

As of June 30, 2024, the Company had net operating loss (“NOL”) carryforwards of approximately $348 million for federal income tax purposes and $323 million for California state income tax purposes. Such carryforwards expire in varying amounts through the year 2037 and 2043 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.

CADIZ INC.

As of June 30, 2024, the Company’s unrecognized tax benefits were immaterial.

The Company's tax years 2020 through 2023 remain subject to examination by the Internal Revenue Service, and tax years 2019 through 2023 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 6 – NET LOSS PER COMMON SHARE

Basic net loss per common share is computed by dividing the net loss by the weighted-average common shares outstanding. Options, deferred stock units, convertible debt, convertible preferred shares and warrants were not considered in the computation of net loss per share because their inclusion would have been antidilutive. Had these instruments been included, the fully diluted weighted average shares outstanding would have increased by approximately 11,071,000 and 5,029,000 for the three months ended June, 2024 and 2023, respectively; and 10,075,000 and 5,029,000 for the six months ended June 30, 2024 and 2023, respectively.

NOTE 7 – LEASES & PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS

Effective February 1, 2024, the Company entered into a 26-year right-of-way agreement with the United States Bureau of Land Management (“BLM”) with respect to the Company’s Northern Pipeline asset which resulted in recording right-of-use assets and lease liabilities in the amount of $1.9 million resulting from $4.8 million in future lease payments over the 26 years less imputed interest of $2.9 million based upon a 10% weighted average discount rate. The right-of-way agreement has an annual rent expense of approximately $186,000, with annual defined inflation increases.

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 26 years as of June 30, 2024, 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.

CADIZ INC.

As a lessor, in February 2016, the Company entered into a lease agreement with Fenner Valley Farms LLC (“FVF”) (the “lessee”), pursuant to which FVF is leasing, for a 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 recognize rental income of $420,000 annually over the next five years related to the FVF Lease Agreement.

Depreciation expense on land improvements, buildings, leasehold improvements, machinery and equipment and furniture and fixtures was $600,000 and $634,000 for the six months ended June 30, 2024 and 2023, respectively.

NOTE 8 – FAIR VALUE MEASUREMENTS

Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. The Company considers a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

In 2022, the Company recorded a contingent consideration liability in the amount of $1.45 million related to the purchase price of the ATEC acquisition for amounts payable upon the sale of a requisite number of water filtration units under an asset purchase agreement.

	Investments at Fair Value as of June 30, 2024
(in thousands)	Level 1		Level 2		Level 3		Total

Liabilities

Contingent consideration liabilities	$	-	$	-	$	1,450	$	1,450

Total Liabilities	$	-	$	-	$	1,450	$	1,450

NOTE 9 – COMMON AND PREFERRED STOCK

Common Stock

The Company is authorized to issue 100 million shares of Common Stock at a $0.01 par value. As of June 30, 2024, the Company had 67,800,188 shares issued and outstanding.

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 June 30, 2024, 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 June 30, 2024.

CADIZ INC.

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 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 June 30, 2024, the Company has paid aggregate cash dividends of $14,214,000. On June 20, 2024, the Company’s Board of Directors declared that holders of Series A Preferred stock will receive a cash dividend equal to $560.00 per whole share; therefore, holders of Depositary Shares will receive a cash dividend equal to $0.56 per Depositary Share. The dividend was paid on July 15, 2024 to respective holders of record as of the close of business on July 5, 2024.

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.

CADIZ INC.

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 June 30, 2024.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

In the normal course of its agricultural operations, the Company handles, stores, transports and dispenses products identified as hazardous materials. Regulatory agencies periodically conduct inspections and, currently, there are no pending claims with respect to hazardous materials.

Pursuant to cost-sharing agreements that have been entered into by participants in the Company’s Water Project, $625,000 in funds have been received in order to offset costs incurred in the environmental analysis of the Water Project. These funds may either be reimbursed or credited to participants’ participation in the Water Project and, accordingly, are fully reflected as deferred revenue as of June 30, 2024 and June 30, 2023.

The Company recorded a contingent consideration liability in the amount of $1.45 million related to the purchase price of the ATEC acquisition for amounts payable upon the sale of a requisite number of water filtration units under an asset purchase agreement.

CADIZ INC.

The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any other pending or threatened litigation that it expects will have a material adverse effect on its business, financial condition, liquidity, or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings.

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, 2023. Our forward-looking statements are made only as of the date hereof. We assume no duty to update these forward-looking statements to reflect new, changed or unanticipated events or circumstances, other than as may be required by law.

We are a water solutions provider with a unique combination of land, water, pipeline and water filtration technology assets located in Southern California between water systems serving population centers in the Southwestern United States. Our portfolio of assets includes 2.5 million acre-feet of water supply (permits complete), 220 miles of existing, buried pipeline, 1 million acre-feet of groundwater storage capacity, versatile, scalable and cost-effective water filtration technology.

We manage our landholdings, pipeline and water filtration technology assets to offer a suite of integrated products and services to public water systems, government agencies and commercial customers that include reliable water supply, groundwater storage, water conveyance and custom-designed water filtration technology systems.

Water Supply – We own vested water rights to withdraw 2.5 million acre-feet of groundwater for beneficial uses, including agricultural development on our property and export to serve communities across Southern California. Because water in the aquifer system will continue to be lost to evaporation, surplus water that is captured and withdrawn before it evaporates is a new water supply (“conserved” water). We have completed environmental review in accordance with local, state and federal laws authorizing the management of the groundwater aquifer underlying our property in the Cadiz Valley (“Cadiz Property” or “Cadiz Ranch”) which is expected to produce an average of 50,000 acre-feet of water per year (“AFY”) for 50 years for beneficial use in Southern California communities.

Water Storage – The alluvium aquifer that lies beneath the Cadiz Property is also large enough for use as a water “banking” facility, capable of storing water “in-lieu” for supply customers and up to 1 million acre-feet of imported surplus water for return during drought periods. For comparison, Metropolitan Water District of Southern California stores approximately 1.2 million acre-feet of water in the largest surface reservoir in the United States, Lake Mead.

CADIZ INC.

Water Conveyance Infrastructure – We own an existing 220-mile 30-inch steel pipeline (“Northern Pipeline”), that intersects several water storage and conveyance facilities in Southern California, including the California Aqueduct, the Los Angeles Aqueduct, and the Mojave River Pipeline. We also own a 99-year lease with the Arizona & California Railroad Company that will allow us to construct a 43-mile water conveyance pipeline (“Southern Pipeline”) within the existing, active railroad right-of-way that extends from the Cadiz Ranch to the Colorado River Aqueduct. The capacity of the Northern Pipeline for water conveyance is 25,000 AFY. The capacity of the Southern Pipeline ranges from 75,000 AFY to 150,000 AFY depending on the pipeline diameter (54-inch to 84-inch) selected to accommodate imported water storage.

Water Filtration Technology – In 2022, we completed the acquisition of the assets of ATEC Water Systems, Inc. into ATEC Water Systems, LLC (“ATEC”), which provides innovative water filtration solutions for impaired or contaminated groundwater sources. ATEC’s specialized filtration media provide cost-effective, high-rate of removal for common groundwater impairments and contaminants that pose health risks in drinking water including iron, manganese, arsenic, Chromium-6, nitrates, and other constituents of concern.

Our addition of pipeline infrastructure and ATEC water filtration technology to our portfolio of land and water assets enabled us in 2023 to adjust our business model to begin offering integrated services and solutions to public water systems that address the urgent challenges of climate change and make significant progress in advancing contract negotiations for water supply with public water systems.

In the first two quarters of 2024, we entered into agreements with multiple public water systems to purchase 16,275 AFY of annual water supply from us to be delivered via the Northern Pipeline. These agreements cumulatively represent 65% of the full capacity (25,000 AFY) of the Northern Pipeline.

Through membership in Fenner Gap Mutual Water Company, a mutual water company to be owned by the participating water agencies, these agreements provide for delivery of purchased annual water supply over a 40-year term (take or pay), at an agreed upon market price estimated to start at approximately $850/AFY at the wellhead, subject to annual adjustment. In addition, participating public agencies are expected to fund costs of delivery of water from the Cadiz Property to their service area, and the capital costs for conversion of the Northern Pipeline from gas to water, including construction of pumping stations and appurtenant facilities. We anticipate that a portion of capital costs would be eligible for public infrastructure funding and grants. Also, forming a Master Limited Partnership (“MLP”) entity may allow for public agency partners and investors to act as limited partners and commit funding for the capital infrastructure costs required for the Water Project and/or obtain grant funding in exchange for an agreed-upon cash flow share from the project. Under an MLP structure, traditionally used for pipeline and real estate assets, we would act as General Partner and contribute our infrastructure assets to the partnership and a share of the long-term cash flows from the groundwater banking operations in exchange for the capital funding provided by the limited partners. We are in discussions with parties that could participate in establishing a MLP.

CADIZ INC.

In the second quarter we also executed Letters of Intent with communities in San Bernardino County reserving up to 100,000 acre-feet of surplus water over the life of the Water Project for the benefit of local disadvantaged communities as part of the Mojave-San Bernardino County One Water Project (“One Water”) launched by the Victor Valley Wastewater Reclamation Authority (“VVWRA”). One Water is a collaboration among public agencies and water providers in San Bernardino County’s High Desert region to develop a regional, integrated and sustainably managed water system to preserve access and affordability for area communities. Under the program, we would make surplus available at cost after all first priority contracts are served and the One Water partners will join efforts to access grants and funding to support Northern Pipeline development.

Final agreements and facility construction are subject to standard environmental review and a project-level permitting process.

ATEC and our agricultural operations provide our current principal source of revenue, although our working capital needs are not fully supported by these operations at this time. We believe that our water supply, storage, pipeline conveyance and treatment solutions will provide a significant source of future cash flow for the business and our stockholders. We presently rely upon debt and equity financing to support our working capital needs and development of our water solutions.

Our current and future operations also include activities that further our commitments to sustainable stewardship of our land, water, pipeline and water filtration technology assets, good governance and corporate social responsibility. We believe these commitments are important investments that will assist in maintenance of sustained stockholder value.

Results of Operations

Three Months Ended June 30, 2024, Compared to Three Months Ended June, 2023

We currently operate in two reportable segments. Our largest segment is Land and Water Resources, which comprises all activities regarding our properties in the eastern Mojave Desert, pre-revenue development of the Water Project (supply, storage and conveyance), and agricultural operations. Our second operating segment is Water Filtration Technology comprised of ATEC which provides innovative water filtration technology solutions for impaired or contaminated groundwater sources.

CADIZ INC.

	Three Months Ended June 30, 2024
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	350		$	163		$	513

Costs and expenses:
Cost of sales		679			173			852
General and administrative		5,917			388			6,305
Depreciation		292			13			305

Total costs and expenses		6,888			574			7,462

Operating loss	$	(6,538	)	$	(411	)	$	(6,949	)

	Three Months Ended June 30, 2023
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	379		$	430		$	809

Costs and expenses:
Cost of sales		432			336			768
General and administrative		5,232			88			5,320
Depreciation		271			34			305

Total costs and expenses		5,935			458			6,393

Operating loss	$	(5,556	)	$	(28	)	$	(5,584	)

We have not received significant revenues from our water supply, storage, or conveyance assets to date. Our revenues have been limited to rental income from our agricultural leases, sales from our alfalfa plantings and ATEC sales. As a result, we have historically incurred a net loss from operations. We incurred a net loss of $8.9 million in the three months ended June 30, 2024, compared to a $7.1 million net loss during the three months ended June 30, 2023. The higher 2024 loss was primarily due to higher stock compensation expense and increased interest expense related to the Third Amended Credit Agreement in 2024.

Our primary expenses are our ongoing overhead costs associated with the development of our water supply, storage, conveyance (i.e., general and administrative expense), farming expenses at the Cadiz Ranch, manufacturing operations of ATEC and our interest expense. We will continue to incur non-cash expenses in connection with our equity incentive compensation plan.

Revenues Revenue totaled $0.5 million during the three months ended June 30, 2024, primarily related to ATEC sales totaling $0.2 million, sales from the harvest from our 760 acres of commercial alfalfa crop totaling $0.2 million and rental income from our agricultural leases totaling $0.1 million. Revenue totaled $0.8 million during the three months ended June 30, 2023, primarily related to ATEC sales totaling $0.4 million, sales from the harvest from our 760 acres of commercial alfalfa crop totaling $0.3 million and rental income from our agricultural leases totaling $0.1 million.

CADIZ INC.

Cost of Sales Cost of sales totaled $0.9 million during the three months ended June 30, 2024, comprised of $0.7 million related to our alfalfa crop harvest and $0.2 million related to ATEC. Cost of sales totaled $0.8 million during the three months ended June 30, 2023, which comprised of $0.4 million related to our alfalfa crop harvest and $0.4 million related to ATEC.

General and Administrative Expenses General and Administrative Expenses, exclusive of stock-based compensation costs, totaled $5.2 million in the three months ended June 30, 2024, compared to $5.2 million in the three months ended June 30, 2023.

Compensation costs for stock and option awards for the three months ended June 30, 2024, were $1.1 million, compared to $0.2 million for the three months ended June 30, 2023. The higher 2024 expense was primarily due to stock-based non-cash awards to employees.

Depreciation Depreciation expense totaled $0.3 million during each of the three months ended June 30, 2024 and 2023.

Interest Expense, net Net interest expense totaled $1.9 million during the three months ended June 30, 2024 compared to $1.1 million during the same period in 2023. The following table summarizes the components of net interest expense for the two periods (in thousands):

	Three Months Ended
	June 30,
	2024			2023

Interest on outstanding debt	$	1,731		$	1,267
Amortization of debt discount		342			71
Interest income		(132	)		(210	)
Other income		(20	)		-

	$	1,921		$	1,128

Interest income primarily relates to interest on investments in short-term deposits.

Losses on Derivative Liabilities Losses on derivative liabilities totaled $0 during the three months ended June 30, 2024 compared to $0.4 million in the three months ended June 30, 2023, resulting from a remeasurement of a conversion option under the Company’s senior secured debt.

Six Months Ended June 30, 2024, Compared to Six Months Ended June 30, 2023

We incurred a net loss of $15.7 million in the six months ended June 30, 2024, compared to a $17.8 million net loss during the six months ended June 30, 2023. The higher 2023 loss was primarily due to a loss on extinguishment of debt in the amount of $5.3 million resulting from issuance of a conversion instrument, a repayment fee and elimination of debt discount associated with the paydown of $15 million of senior secured debt in February 2023, offset by a higher stock compensation expense and increased interest expense related to the Third Amended Credit Agreement in 2024.

CADIZ INC.

Revenues Revenue totaled $1.6 million during the six months ended June 30, 2024, primarily related to and ATEC sales totaling $0.6 million, sales from the harvest from our 760 acres of commercial alfalfa crop totaling $0.8 million and rental income from our agricultural leases totaling $0.2 million. Revenue totaled $0.9 million during the six months ended June 30, 2023, primarily related to ATEC sales totaling $0.4 million, sales from the harvest from our 760 acres of commercial alfalfa crop totaling $0.3 million and rental income from our agricultural leases totaling $0.2 million.

Cost of Sales Cost of sales totaled $1.9 million during the six months ended June 30, 2023, which comprised of $0.5 million related to ATEC and $1.4 million related to our alfalfa crop harvest . The 2024 alfalfa crop harvest net operating loss to date of $1.0 million primarily relates to continued suppressed market conditions for alfalfa on the West Coast. Cost of sales totaled $0.8 million during the six months ended June 30, 2023, which comprised of $0.4 million related to ATEC and $0.4 million related to our alfalfa crop harvest.

General and Administrative Expenses General and administrative expenses, exclusive of stock-based compensation costs, totaled $8.7 million in the six months ended June 30, 2024, compared to $8.8 million in the six months ended June 30, 2023.

Compensation costs for stock and option awards for the six months ended June 30, 2024, were $2.4 million, compared to $0.5 million for the six months ended June 30, 2023. The higher 2024 expense was primarily due to stock-based non-cash awards to employees.

Depreciation Depreciation expense totaled $0.6 million during each of the six months ended June 30, 2024 and 2023.

Interest Expense, net Net interest expense totaled $3.9 million during the six months ended June 30, 2024 compared to $2.5 million during the same period in 2023. The following table summarizes the components of net interest expense for the two periods (in thousands):

	Six Months Ended
	June 30,
	2024			2023

Interest on outstanding debt	$	3,159		$	2,581
Amortization of debt discount		611			261
Finance expense		307
Interest income		(184	)		(378	)
Other income		(33	)		-

	$	3,860		$	2,464

Increased interest expense is primarily due to increased borrowing under the Third Amended Credit Agreement. Interest income primarily relates to interest on investments in short-term deposits.

CADIZ INC.

Losses on Derivative Liabilities Losses on derivative liabilities totaled $0 during the six months ended June 30, 2024 compared to $220 thousand during the six months ended June 30, 2023. The losses recorded in 2023 were a result of a remeasurement of a conversion option under the Company’s senior secured debt.

Loss on Early Extinguishment of Debt Loss on early extinguishment of debt totaled $0 during the six months ended June 30, 2024 compared to $5.3 million in the six months ended June 30, 2023. The 2023 loss on early extinguishment of debt was a result of a conversion instrument, a repayment fee and elimination of debt discount associated with the paydown of $15 million of senior secured debt in February 2023.

Liquidity and Capital Resources

Current Financing Arrangements

As we have not received sufficient revenues or profits from our water, agriculture or water filtration technology activities to date, we have been required to obtain financing to bridge the gap between the time water resource and other development expenses are incurred and the time that revenue will commence. Historically, we have addressed these needs primarily through secured debt financing arrangements and private equity placements.

Equity Offerings

In January 2023, we completed the sale and issuance of 10,500,000 shares of our common stock to certain institutional investors in a registered direct offering (“January 2023 Direct Offering”). The shares of common stock were sold at a purchase price of $3.84 per share, for aggregate gross proceeds of $40.3 million and aggregate net proceeds of approximately $38.5 million. A portion of the net proceeds were used to repay our debt in the principal amount of $15 million, together with fees and interest required to be paid in connection with such repayment.

The remaining proceeds from the January 2023 Direct Offering were used for capital expenditures to accelerate development of water supply, storage, conveyance and treatment assets, working capital and development of additional water resources to meet increase demand on an accelerated timetable, and general corporate purposes.

Debt Offerings

In July 2021, we entered into a $50 million new credit agreement (“Credit Agreement”) (see Note 3 to the Condensed Consolidated Financial Statements – “Long-Term Debt”). The proceeds of the Credit Agreement, together with the proceeds from a depositary share offering, were used to (a) to repay all our outstanding senior secured debt obligations in the amount of approximately $77.6 million, (b) to deposit approximately $10.2 million into a segregated account, representing an amount sufficient to pre-fund eight quarterly dividend payments on the Series A Preferred Stock underlying depositary shares issued in a depositary share offering, and (c) to pay transaction related expenses. The remaining proceeds were used for working capital needs and for general corporate purposes.

CADIZ INC.

On February 2, 2023, we entered into a First Amendment to Credit Agreement to amend certain provisions of the Credit Agreement (“First Amended Credit Agreement), Under the First Amended Credit Agreement, the lenders have a right to convert up to $15 million of outstanding principal, plus any PIK interest and any accrued and unpaid interest (the “Convertible Loan”) into shares of our common stock at a conversion price of $4.80 per share (the “Conversion Price”). In addition, prior to the maturity of the Credit Agreement, we have the right to require that the lenders convert the outstanding principal amount, plus any PIK Interest and accrued and unpaid interest, of the Convertible Loan if the following conditions are met: (i) the average VWAP of the Company’s common stock on The Nasdaq Stock Market, or such other national securities exchange on which the shares of common stock are listed for trading, over 30 consecutive trading dates exceeds 115% of the then Conversion Price and (ii) there is no event of default under certain provisions of the Credit Agreement.

Under the First Amended Credit Agreement, the maturity date of the Credit Agreement was extended from July 2, 2024 to June 30, 2026.

On March 6, 2024, we entered into a Third Amendment to Credit Agreement and First Amendment to Security Agreement (“Third Amended Credit Agreement”) with HHC $ Fund 2012 (“Heerema”) (see Note 3 to the Condensed Consolidated Financial Statements – “Long-Term Debt”). Before entering into the Third Amended Credit Agreement, Heerema purchased the outstanding secured non-convertible term loans under the Credit Agreement (“Assignment”). In connection with the Assignment, the existing holders of both the Convertible Loan and non-convertible term loans consented to effectuate the Third Amended Credit Agreement in consideration of a consent fee in the aggregate amount of $479,845 payable in the form of our common stock (valued at $2.89 per share, or 166,036 shares), which was registered pursuant to an effective shelf registration statement on Form S-3 and a prospectus supplement thereunder. The Third Amended Credit Agreement provides, among other things, (a) a new tranche of senior secured convertible terms loans from Heerema in an aggregate principal amount of $20 million, having a maturity date of June 30, 2027 (“New Secured Convertible Debt”); (b) the aggregate principal amount of the secured non-convertible term loans acquired by Heerema has been increased from $20 million to $21.2 million and the applicable repayment fee in respect thereof has been eliminated; (c) the Convertible Loan existing prior to the Third Amended Credit Agreement, in an aggregate principal amount of approximately $16 million plus interest accruing thereon, has become unsecured; and (d) extension of the maturity date for the existing Convertible Loan and non-convertible loans to June 30, 2027.

The annual interest rate remains unchanged at 7.00%. Interest on $21.2 million of the remaining principal amount will be paid in cash. Interest on the aggregate $36 million principal amount of the New Secured Convertible Debt and existing Convertible Loan is paid in kind on a quarterly basis.

Limitations on our liquidity and ability to raise capital may adversely affect us. Sufficient liquidity is critical to meet our resource development activities. To the extent additional capital is required, we may increase liquidity through a variety of means, including equity or debt placements, through the lease, sale or other disposition of assets or reductions in operating costs. If additional capital is required, no assurances can be given as to the availability and terms of any new financing.

CADIZ INC.

As we continue to actively pursue our business strategy, additional financing will continue to be required (see “Outlook”, below). The covenants in the Credit Agreement, as amended, do not prohibit our use of additional equity financing and allow us to retain 100% of the proceeds of any common equity financing. We do not expect the loan covenants to materially limit our ability to finance our water and agricultural development activities.

Cash Used in Operating Activities. Cash used in operating activities totaled $9.9 million for each of the six months ended June 30, 2024 and 2023. The cash was primarily used to fund general and administrative expenses related to our water development efforts, agricultural development efforts, and our ATEC business including increased working capital needs related to accounts receivable and inventory offset by increased accounts payable.

Cash Used in Investing Activities. Cash used in investing activities totaled $0.5 million for the six months ended June 30, 2024, and $3.2 million for the six months ended June 30, 2023. The cash used in the 2024 period primarily related to the development cost for the planting of 125 additional acres of alfalfa. The cash used in the 2023 period primarily related to the development of three new wells.

Cash Provided by Financing Activities. Cash provided by financing activities totaled $16.0 million for the six months ended June 30, 2024, compared with cash provided of $20.0 million for the six months ended June 30, 2023. Proceeds from financing activities for the 2024 period related to the issuance of long-term debt under the Third Amended Credit Agreement. Proceeds from financing activities for the 2023 period primarily related to the issuance of shares under direct offerings, offset by the paydown of $15 million of senior secured debt in February 2023.

Outlook

Short-Term Outlook. The net proceeds of approximately $19.0 million from the completion of the Third Amended Credit Agreement in March 2024, together with cash on hand, provide us with sufficient funds to meet our short-term working capital needs. Our ATEC operations are expected to be funded using existing capital and cash profits generated from operations during 2024.

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 supply, storage, conveyance resources and other developments. Future capital expenditures will depend on the progress of the Water Project, further expansion of our agricultural assets, and ATEC operational needs.

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.

CADIZ INC.

Recent Accounting Pronouncements

See Note 1 to the Condensed Consolidated Financial Statements – “Basis of Presentation”.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Reg. 240.12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

The Company established disclosure controls and procedures to ensure that material information related to the Company, including its consolidated entities, is accumulated and communicated to senior management, including the Chief Executive Officer (the “Principal Executive Officer”) and Chief Financial Officer (the “Principal Financial Officer”) and to its Board of Directors. Based on their evaluation as of June 30, 2024, the Company's Principal Executive Officer and Principal Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to management, including the principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls Over Financial Reporting

In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in the Company's internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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, 2023.

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, 2023.

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

Information required under Form 8K.

None.

Modifications to nomination process.

None.

Insider trading arrangements.

During the six months ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

CADIZ INC.

ITEM 6.

Exhibits

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

	*3.1		Certificate of Incorporation, as amended

	**10.1		Amended and Restated Employment Agreement between Cadiz Inc. and Susan P. Kennedy dated as of April 26, 2024

	**10.2		Agreement for the Delivery of Water Made Available by Cadiz, Inc. and Fenner Gap Mutual Water Company to Solomon Hills, dated April 18, 2024, among Cadiz Inc., Cadiz Real Estate LLC, Fenner Gap Mutual Water Company and Solstra Communities California LLC

	* 31.1		Certification of Susan Kennedy, 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 Susan Kennedy, 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.

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/ Susan Kennedy	August 13, 2024
	Susan Kennedy	Date
	Chief Executive Officer
	(Principal Executive Officer)


By:	/s/ Stanley E. Speer	August 13, 2024
	Stanley E. Speer	Date
	Chief Financial Officer and Secretary
	(Principal Financial Officer)

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 June 30, 2024 (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: August 13, 2024

/s/ Stanley E. Speer

Stanley E. Speer

Chief Financial Officer and Secretary

EXHIBIT 32.1

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

BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

I, Susan Kennedy, herby certify, to my knowledge, that:

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: August 13, 2024

/s/ Susan Kennedy

Susan Kennedy

Chief Executive Officer

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Susan Kennedy, 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 reasonably 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: August 13, 2024

/s/ Susan Kennedy

Susan Kennedy

Chief Executive Officer

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.;

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.

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: August 13, 2024

/s/ Stanley Speer

Stanley E. Speer

Chief Financial Officer and Secretary

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2024	Aug. 09, 2024
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	Q2
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
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	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		67,896,161
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

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total revenues	$ 513	$ 809	$ 1,634	$ 939
Costs and expenses:
Cost of sales	852	768	1,856	790
General and administrative	6,305	5,320	11,035	9,251
Depreciation	305	305	600	634
Total costs and expenses	7,462	6,393	13,491	10,675
Operating loss	(6,949)	(5,584)	(11,857)	(9,736)
Interest expense, net	(1,921)	(1,128)	(3,860)	(2,464)
Loss on derivative liability	0	(350)	0	(220)
Loss before income taxes	(8,870)	(7,062)	(15,717)	(17,751)
Income tax expense	(2)	(2)	(5)	(4)
Net loss and comprehensive loss	(8,872)	(7,064)	(15,722)	(17,755)
Less: Preferred stock dividend	(1,288)	(1,288)	(2,553)	(2,553)
Net loss and comprehensive loss applicable to common stock	$ (10,160)	$ (8,352)	$ (18,275)	$ (20,308)
Basic and diluted net loss per common share (in dollars per share)	$ (0.15)	$ (0.13)	$ (0.27)	$ (0.31)
Basic and diluted weighted average shares outstanding (in shares)	67,771	66,606	67,384	64,633
Total revenues	$ 513	$ 809	$ 1,634	$ 939
Loss on early extinguishment of debt			$ 0	$ (5,331)

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 10,102	$ 4,502
Accounts receivable	1,619	904
Inventories	4,497	2,106
Prepaid expenses and other current assets	1,006	508
Total current assets	17,224	8,020
Property, plant, equipment and water programs, net	87,034	87,217
Long-term deposit/prepaid expenses	420	420
Goodwill	5,714	5,714
Right-of-use asset	2,221	431
Long-term restricted cash	134	134
Other assets	5,365	5,438
Total assets	118,112	107,374
Current liabilities:
Accounts payable	1,901	1,245
Accrued liabilities	2,309	1,170
Current portion of long-term debt	155	182
Dividend payable	1,288	1,288
Contingent consideration liabilities	1,450	1,450
Deferred revenue	1,843	373
Operating lease liabilities	171	127
Total current liabilities	9,117	5,835
Long-term debt, net	54,724	37,711
Long-term lease obligations with related party, net	24,055	22,877
Long-term operating lease liabilities	1,976	318
Deferred revenue	625	625
Other long-term liabilities	43	41
Total liabilities	90,540	67,407
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock	1	1
Common stock - $.01 par value; 100,000,000 shares authorized at June 30, 2024 and 85,000,000 authorized at December 31, 2023; shares issued and outstanding – 67,800,188 at June 30, 2024 and 66,710,795 at December 31, 2023	676	665
Additional paid-in capital	685,019	679,150
Accumulated deficit	(658,125)	(639,850)
Total stockholders’ equity	27,572	39,967
Total liabilities and stockholders’ deficit	118,112	107,374
Series A Preferred Stock [Member]
Current liabilities:
Dividend payable	1,280
Stockholders’ equity:
Preferred stock	$ 1	$ 1

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares				3 Months Ended				6 Months Ended	12 Months Ended
	Jul. 02, 2021	Jul. 01, 2021	Jun. 29, 2021	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)				$ 0.01				$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)				100,000				100,000	100,000
Preferred stock, shares issued (in shares)				329				329	329
Preferred stock, shares outstanding (in shares)				329				329	329
Preferred stock, dividend rate				8.875%	8.875%	8.875%	8.875%
Common stock, par value (in dollars per share)				$ 0.01				$ 0.01	$ 0.01
Common stock, shares authorized (in shares)				100,000,000				100,000,000	85,000,000
Common stock, shares issued (in shares)				67,800,188				67,800,188	66,710,795
Common stock, shares outstanding (in shares)				67,800,188				67,800,188	66,710,795
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)		$ 0.01		$ 0.01				$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)		7,500		7,500				7,500	7,500
Preferred stock, shares issued (in shares)				2,300				2,300	2,300
Preferred stock, shares outstanding (in shares)				2,300				2,300	2,300
Preferred stock, dividend rate	8.875%	8.875%	8.875%					8.875%	8.875%

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss and comprehensive loss	$ (15,722,000)	$ (17,755,000)
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract
Depreciation	600,000	634,000
Amortization of debt discount and issuance costs	611,000	273,000
Amortization of right-of-use asset	66,000	59,000
Interest expense added to loan principal	1,024,000	435,000
Interest expense added to lease liability	1,166,000	1,032,000
Finance expense	307,000	0
Unrealized loss on derivative liability	0	220,000
Loss on early extinguishment of debt	0	5,331,000
Compensation charge for stock and share option awards	2,380,000	489,000
Changes in operating assets and liabilities:
Accounts receivable	(715,000)	(426,000)
Inventories	(2,391,000)	(849,000)
Prepaid expenses and other current assets	(498,000)	(233,000)
Other assets	73,000	(443,000)
Accounts payable	670,000	816,000
Lease liabilities	(154,000)	(53,000)
Deferred revenue	1,470,000	0
Other accrued liabilities	1,177,000	599,000
Net cash used in operating activities	(9,936,000)	(9,871,000)
Cash flows from investing activities:
Additions to property, plant and equipment and water programs	(467,000)	(3,213,000)
Net cash used in investing activities	(467,000)	(3,213,000)
Cash flows from financing activities:
Net proceeds from issuance of stock	0	38,490,000
Dividend payments	(2,553,000)	(2,553,000)
Proceeds from the issuance of long-term debt	20,000,000	0
Principal payments on long-term debt	(98,000)	(15,088,000)
Issuance costs long-term debt	(1,294,000)	(27,000)
Costs for early extinguishment of debt	0	(600,000)
Taxes paid related to net share settlement of equity awards	(52,000)	(261,000)
Net cash provided by financing activities	16,003,000	19,961,000
Net increase in cash, cash equivalents and restricted cash	5,600,000	6,877,000
Cash, cash equivalents and restricted cash, beginning of period	4,636,000	13,782,000
Cash, cash equivalents and restricted cash, end of period	$ 10,236,000	$ 20,659,000

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2022	55,823,810	2,300	329
Balance at Dec. 31, 2022	$ 556	$ 1	$ 1	$ 636,963	$ (603,298)	$ 34,223
Stock-based compensation expense, net of taxes (in shares)	217,452
Stock-based compensation expense, net of taxes	$ 2			63		65
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)	0	0	0	0	(1,265)	(1,265)
Net loss and comprehensive loss	$ 0	$ 0	$ 0	0	(10,691)	(10,691)
Issuance of shares (in shares)	10,500,000	0	0
Issuance of shares	$ 105	$ 0	$ 0	38,385	0	38,490
Balance (in shares) at Mar. 31, 2023	66,541,262	2,300	329
Balance at Mar. 31, 2023	$ 663	$ 1	$ 1	675,411	(615,254)	60,822
Balance (in shares) at Dec. 31, 2022	55,823,810	2,300	329
Balance at Dec. 31, 2022	$ 556	$ 1	$ 1	636,963	(603,298)	34,223
Net loss and comprehensive loss						(17,755)
Balance (in shares) at Jun. 30, 2023	66,595,606	2,300	329
Balance at Jun. 30, 2023	$ 664	$ 1	$ 1	675,574	(623,606)	52,634
Balance (in shares) at Mar. 31, 2023	66,541,262	2,300	329
Balance at Mar. 31, 2023	$ 663	$ 1	$ 1	675,411	(615,254)	60,822
Stock-based compensation expense, net of taxes (in shares)	54,344
Stock-based compensation expense, net of taxes	$ 1			163		164
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)	0	0	0	0	(1,288)	(1,288)
Net loss and comprehensive loss	$ 0	$ 0	$ 0	0	(7,064)	(7,064)
Balance (in shares) at Jun. 30, 2023	66,595,606	2,300	329
Balance at Jun. 30, 2023	$ 664	$ 1	$ 1	675,574	(623,606)	52,634
Balance (in shares) at Dec. 31, 2023	66,710,795	2,300	329
Balance at Dec. 31, 2023	$ 665	$ 1	$ 1	679,150	(639,850)	39,967
Stock-based compensation expense, net of taxes (in shares)	472,779
Stock-based compensation expense, net of taxes	$ 5			1,202		1,207
Issuance of warrants	$ 0	$ 0	$ 0	887	0	887
Shares to be issued to lenders (in shares)	0	0	0
Shares to be issued to lenders	$ 0	$ 0	$ 0	480	0	480
Issuance of shares to consultants (in shares)	100,000	0	0
Issuance of shares to consultants	$ 1	$ 0	$ 0	256	0	257
Capitalization of gain on extinguishment of debt	0	0	0	1,928	0	1,928
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)	0	0	0	0	(1,265)	(1,265)
Net loss and comprehensive loss	$ 0	$ 0	$ 0	0	(6,850)	(6,850)
Balance (in shares) at Mar. 31, 2024	67,283,574	2,300	329
Balance at Mar. 31, 2024	$ 671	$ 1	$ 1	683,903	(647,965)	36,611
Balance (in shares) at Dec. 31, 2023	66,710,795	2,300	329
Balance at Dec. 31, 2023	$ 665	$ 1	$ 1	679,150	(639,850)	39,967
Net loss and comprehensive loss						(15,722)
Balance (in shares) at Jun. 30, 2024	67,800,188	2,300	329
Balance at Jun. 30, 2024	$ 676	$ 1	$ 1	685,019	(658,125)	27,572
Balance (in shares) at Mar. 31, 2024	67,283,574	2,300	329
Balance at Mar. 31, 2024	$ 671	$ 1	$ 1	683,903	(647,965)	36,611
Stock-based compensation expense, net of taxes (in shares)	516,614
Stock-based compensation expense, net of taxes	$ 5			1,116		1,121
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)	0	0	0	0	(1,288)	(1,288)
Net loss and comprehensive loss	$ 0	$ 0	$ 0	0	(8,872)	(8,872)
Balance (in shares) at Jun. 30, 2024	67,800,188	2,300	329
Balance at Jun. 30, 2024	$ 676	$ 1	$ 1	$ 685,019	$ (658,125)	$ 27,572

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Dividends declared (in dollars per share)	$ 560	$ 550	$ 560	$ 550
Preferred stock, dividend rate	8.875%	8.875%	8.875%	8.875%

Note 1 - Basis of Presentation

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE 1 – BASIS OF PRESENTATION

Liquidity

Supplemental Cash Flow Information

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	June 30, 2024		December 31, 2023		June 30, 2023
*(in thousands)*

Cash and Cash Equivalents	$	10,102	$	4,502	$	19,237
Restricted Cash		-		-		1,288
Long Term Restricted Cash		134		134		134
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	10,236	$	4,636	$	20,659

Recent Accounting Pronouncements

Accounting Guidance Not Yet Adopted

Note 2 - Reportable Segments

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE 2 – REPORTABLE SEGMENTS

	Three Months Ended June 30, 2024
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	350		$	163		$	513

Costs and expenses:
Cost of sales		679			173			852
General and administrative		5,917			388			6,305
Depreciation		292			13			305

Total costs and expenses		6,888			574			7,462

Operating loss	$	(6,538	)	$	(411	)	$	(6,949	)

	Three Months Ended June 30, 2023
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	379		$	430		$	809

Costs and expenses:
Cost of sales		432			336			768
General and administrative		5,232			88			5,320
Depreciation		271			34			305

Total costs and expenses		5,935			458			6,393

Operating loss	$	(5,556	)	$	(28	)	$	(5,584	)

	Six Months Ended June, 2024
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	986		$	648		$	1,634

Costs and expenses:
Cost of sales		1,339			517			1,856
General and administrative		10,397			638			11,035
Depreciation		574			26			600

Total costs and expenses		12,310			1,181			13,491

Operating loss	$	(11,324	)	$	(533	)	$	(11,857	)

	Six Months Ended June 30, 2023
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	509		$	430		$	939

Costs and expenses:
Cost of sales		454			336			790
General and administrative		8,999			252			9,251
Depreciation		549			85			634

Total costs and expenses		10,002			673			10,675

Operating loss	$	(9,493	)	$	(243	)	$	(9,736	)

Assets by operating segment are as follows (dollars in thousands):

	June 30, 2024		December 31, 2023
Operating Segment:
Water and Land Resources	$	109,387	$	101,946
Water Filtration Technology		8,725		5,428
	$	118,112	$	107,374

Goodwill by operating segment is as follows (dollars in thousands):

	June 30, 2024		December 31, 2023
Operating Segment:
Water and Land Resources	$	3,813	$	3,813
Water Filtration Technology		1,901		1,901
	$	5,714	$	5,714

Property, plant, equipment and water programs consist of the following (dollars in thousands):

	June 30, 2024
	Water and Land Resources			Water Filtration Technology

Land and land improvements	$	33,004		$	-
Water programs		29,321			-
Pipeline		22,098			-
Buildings		1,805			-
Leasehold improvements, furniture and fixtures		1,605			4
Machinery and equipment		3,826			247
Construction in progress		5,091			4
		96,750			255
Less accumulated depreciation		(9,811	)		(160	)
	$	86,939		$	95

	December 31, 2023
	Water and Land Resources			Water Filtration Technology

Land and land improvements	$	32,357		$	-
Water programs		29,209			-
Pipeline		22,096			-
Buildings		1,730			-
Leasehold improvements, furniture and fixtures		1,605			4
Machinery and equipment		3,719			210
Construction in progress		5,664			-
		96,380			214
Less accumulated depreciation		(9,238	)		(139	)
	$	87,142		$	75

Note 3 - Long-term Debt

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 3 – LONG-TERM DEBT

The carrying value of the Company’s senior secured debt and the Company's convertible note instrument approximates fair value.

Note 4 - Stock-based Compensation Plans

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 4 – 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

Stock Awards to Directors, Officers, and Consultants

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

Note 5 - Income Taxes

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 5 – INCOME TAXES

As of June 30, 2024, the Company’s unrecognized tax benefits were immaterial.

Note 6 - Net Loss Per Common Share

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE 6 – NET LOSS PER COMMON SHARE

Note 7 - Leases & Property, Plant, Equipment and Water Programs

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

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

NOTE 7 – LEASES & PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS

Note 8 - Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Fair Value Disclosures [Text Block]

NOTE 8 – FAIR VALUE MEASUREMENTS

	Investments at Fair Value as of June 30, 2024
(in thousands)	Level 1		Level 2		Level 3		Total

Liabilities

Contingent consideration liabilities	$	-	$	-	$	1,450	$	1,450

Total Liabilities	$	-	$	-	$	1,450	$	1,450

Note 9 - Common and Preferred Stock

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Equity [Text Block]

NOTE 9 – COMMON AND PREFERRED STOCK

Common Stock

The Company is authorized to issue 100 million shares of Common Stock at a $0.01 par value. As of June 30, 2024, the Company had 67,800,188 shares issued and outstanding.

Series 1 Preferred Stock

Series A Preferred Stock

The Company has 2,300 shares of Series A Preferred Stock issued and outstanding as of June 30, 2024.

Note 10 - Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Insider Trading Arrangements

6 Months Ended

Jun. 30, 2024

Insider Trading Arr Line Items

Material Terms of Trading Arrangement [Text Block]

ITEM 5.

Other Information

Information required under Form 8K.

None.

Modifications to nomination process.

None.

Insider trading arrangements.

Rule 10b5-1 Arrangement Terminated [Flag]

false

Rule 10b5-1 Arrangement Adopted [Flag]

false

Non-Rule 10b5-1 Arrangement Terminated [Flag]

false

Non-Rule 10b5-1 Arrangement Adopted [Flag]

false

Note 1 - Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2024

Notes Tables

Schedule of Cash and Cash Equivalents [Table Text Block]

Cash, Cash Equivalents and Restricted Cash	June 30, 2024		December 31, 2023		June 30, 2023
*(in thousands)*

Cash and Cash Equivalents	$	10,102	$	4,502	$	19,237
Restricted Cash		-		-		1,288
Long Term Restricted Cash		134		134		134
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	10,236	$	4,636	$	20,659

Note 2 - Reportable Segments (Tables)

6 Months Ended

Jun. 30, 2024

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended June 30, 2024
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	350		$	163		$	513

Costs and expenses:
Cost of sales		679			173			852
General and administrative		5,917			388			6,305
Depreciation		292			13			305

Total costs and expenses		6,888			574			7,462

Operating loss	$	(6,538	)	$	(411	)	$	(6,949	)

	Three Months Ended June 30, 2023
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	379		$	430		$	809

Costs and expenses:
Cost of sales		432			336			768
General and administrative		5,232			88			5,320
Depreciation		271			34			305

Total costs and expenses		5,935			458			6,393

Operating loss	$	(5,556	)	$	(28	)	$	(5,584	)

	Six Months Ended June, 2024
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	986		$	648		$	1,634

Costs and expenses:
Cost of sales		1,339			517			1,856
General and administrative		10,397			638			11,035
Depreciation		574			26			600

Total costs and expenses		12,310			1,181			13,491

Operating loss	$	(11,324	)	$	(533	)	$	(11,857	)

	Six Months Ended June 30, 2023
(in thousands)	Land and Water Resources			Water Filtration Technology			Total

Revenues	$	509		$	430		$	939

Costs and expenses:
Cost of sales		454			336			790
General and administrative		8,999			252			9,251
Depreciation		549			85			634

Total costs and expenses		10,002			673			10,675

Operating loss	$	(9,493	)	$	(243	)	$	(9,736	)

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	June 30, 2024		December 31, 2023
Operating Segment:
Water and Land Resources	$	109,387	$	101,946
Water Filtration Technology		8,725		5,428
	$	118,112	$	107,374

Schedule of Goodwill [Table Text Block]

	June 30, 2024		December 31, 2023
Operating Segment:
Water and Land Resources	$	3,813	$	3,813
Water Filtration Technology		1,901		1,901
	$	5,714	$	5,714

Property, Plant and Equipment [Table Text Block]

	June 30, 2024
	Water and Land Resources			Water Filtration Technology

Land and land improvements	$	33,004		$	-
Water programs		29,321			-
Pipeline		22,098			-
Buildings		1,805			-
Leasehold improvements, furniture and fixtures		1,605			4
Machinery and equipment		3,826			247
Construction in progress		5,091			4
		96,750			255
Less accumulated depreciation		(9,811	)		(160	)
	$	86,939		$	95

	December 31, 2023
	Water and Land Resources			Water Filtration Technology

Land and land improvements	$	32,357		$	-
Water programs		29,209			-
Pipeline		22,096			-
Buildings		1,730			-
Leasehold improvements, furniture and fixtures		1,605			4
Machinery and equipment		3,719			210
Construction in progress		5,664			-
		96,380			214
Less accumulated depreciation		(9,238	)		(139	)
	$	87,142		$	75

Note 8 - Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Notes Tables

Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block]

	Investments at Fair Value as of June 30, 2024
(in thousands)	Level 1		Level 2		Level 3		Total

Liabilities

Contingent consideration liabilities	$	-	$	-	$	1,450	$	1,450

Total Liabilities	$	-	$	-	$	1,450	$	1,450

Note 1 - Basis of Presentation (Details Textual) - USD ($)		1 Months Ended	3 Months Ended				6 Months Ended		12 Months Ended
	Feb. 02, 2023	Jan. 31, 2023	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Mar. 06, 2024
Net Income (Loss) Attributable to Parent			$ (8,872,000)	$ (6,850,000)	$ (7,064,000)	$ (10,691,000)	$ (15,722,000)	$ (17,755,000)
Working Capital			8,100,000				8,100,000
Net Cash Provided by (Used in) Operating Activities							(9,936,000)	(9,871,000)
Gain (Loss) on Extinguishment of Debt							0	$ (5,331,000)	$ (5,300,000)
Interest Paid, Including Capitalized Interest, Operating and Investing Activities							737,000
Paid-in-Kind Interest							1,024,000
Dividends Payable, Current			1,288,000				1,288,000		1,288,000
Series A Preferred Stock [Member]
Dividends Payable, Current			$ 1,280,000				$ 1,280,000
First Amended Credit Agreement 1 [Member]
Repayments of Debt		$ 15,000,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)	$ 4.8
First Amended Credit Agreement 1 [Member] \| Maximum [Member]
Debt Conversion, Original Debt, Amount	$ 15,000,000
Senior Secured Convertible Terms Loans [Member]
Debt Instrument, Face Amount										$ 20,000,000
Secured Non Convertible Terms Loans [Member]
Debt Instrument, Face Amount									20,000,000	$ 21,200,000
Convertible Loans [Member]
Debt Instrument, Convertible, Conversion Price (in dollars per share)										$ 5.3
Debt Instrument, Face Amount										$ 16,000,000
Private Placement [Member] \| Direct Offering [Member]
Proceeds from Issuance of Common Stock									$ 15,000,000
Stock Issued During Period, Shares, New Issues (in shares)		10,500,000
Shares Issued, Price Per Share (in dollars per share)		$ 3.84
Proceeds from Issuance of Common Stock, Gross		$ 40,320,000
Proceeds from Issuance of Common Stock, Net		$ 38,500,000

Note 1 - Basis of Presentation - Components of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents	$ 10,102	$ 4,502	$ 19,237
Restricted Cash	0	0	1,288
Long Term Restricted Cash	134	134	134
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$ 10,236	$ 4,636	$ 20,659	$ 13,782

Note 2 - Reportable Segments (Details Textual) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Number of Reportable Segments	2
Revenues	$ 513	$ 809	$ 1,634	$ 939
Intersegment Eliminations [Member]
Revenues		$ (311)

Note 2 - Reportable Segments - Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues	$ 513	$ 809	$ 1,634	$ 939
Cost of sales	852	768	1,856	790
General and administrative	6,305	5,320	11,035	9,251
Depreciation	305	305	600	634
Total costs and expenses	7,462	6,393	13,491	10,675
Operating loss	(6,949)	(5,584)	(11,857)	(9,736)
Water and Land Resources [Member]
Revenues	350	379	986	509
Cost of sales	679	432	1,339	454
General and administrative	5,917	5,232	10,397	8,999
Depreciation	292	271	574	549
Total costs and expenses	6,888	5,935	12,310	10,002
Operating loss	(6,538)	(5,556)	(11,324)	(9,493)
Water Treatment [Member]
Revenues	163	430	648	430
Cost of sales	173	336	517	336
General and administrative	388	88	638	252
Depreciation	13	34	26	85
Total costs and expenses	574	458	1,181	673
Operating loss	$ (411)	$ (28)	$ (533)	$ (243)

Note 2 - Reportable Segments - Assets by Operating Segment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
Assets	$ 118,112	$ 118,112	$ 107,374
Water and Land Resources [Member]
Assets		109,387	101,946
Water Filtration Technology [Member]
Assets		$ 8,725	$ 5,428

Note 2 - Reportable Segments - Goodwill by Segment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Goodwill	$ 5,714	$ 5,714
Water and Land Resources [Member]
Goodwill	3,813	3,813
Water Filtration Technology [Member]
Goodwill	$ 1,901	$ 1,901

Note 2 - Reportable Segments - Property, Plant, Equipment and Water Programs (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, plant, and equipment, net	$ 87,034	$ 87,217
Water and Land Resources [Member]
Property, plant, and equipment	96,750	96,380
Less accumulated depreciation	(9,811)	(9,238)
Property, plant, and equipment, net	86,939	87,142
Water Treatment [Member]
Property, plant, and equipment	255	214
Less accumulated depreciation	(160)	(139)
Property, plant, and equipment, net	95	75
Land and Land Improvements [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	33,004	32,357
Land and Land Improvements [Member] \| Water Treatment [Member]
Property, plant, and equipment	0	0
Water Programs [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	29,321	29,209
Water Programs [Member] \| Water Treatment [Member]
Property, plant, and equipment	0	0
Pipelines [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	22,098	22,096
Pipelines [Member] \| Water Treatment [Member]
Property, plant, and equipment	0	0
Building [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	1,805	1,730
Building [Member] \| Water Treatment [Member]
Property, plant, and equipment	0	0
Leasehold Improvements, Furniture, Fixtures [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	1,605	1,605
Leasehold Improvements, Furniture, Fixtures [Member] \| Water Treatment [Member]
Property, plant, and equipment	4	4
Machinery and Equipment [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	3,826	3,719
Machinery and Equipment [Member] \| Water Treatment [Member]
Property, plant, and equipment	247	210
Construction in Progress [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	5,091	5,664
Construction in Progress [Member] \| Water Treatment [Member]
Property, plant, and equipment	$ 4	$ 0

Note 3 - Long-term Debt (Details Textual) - USD ($)						3 Months Ended				6 Months Ended		12 Months Ended
Note 3 - Long-term Debt (Details Textual) - USD ($)	Mar. 06, 2024	Feb. 02, 2023	Jul. 02, 2021	Jul. 01, 2021	Jun. 29, 2021	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Aug. 14, 2023
Unrealized Gain (Loss) on Derivatives										$ (0)	$ (220,000)
Adjustment to Additional Paid-in Capital, Extinguishment of Debt	$ 1,900,000						$ 1,928,000
Adjustments to Additional Paid in Capital, Warrant Issued							$ 887,000
Preferred Stock, Dividend Rate, Percentage						8.875%	8.875%	8.875%	8.875%
Series A Preferred Stock [Member]
Preferred Stock, Dividend Rate, Percentage			8.875%	8.875%	8.875%					8.875%		8.875%
Conversion Option on Debt [Member]
Derivative Liability		$ 2,400,000
Unrealized Gain (Loss) on Derivatives								$ 350,000			$ 220,000
Conversion Option on Debt [Member] \| Reclassified to Additional Paid-in Capital [Member]
Derivative Liability													$ 2,570,000
Warrants Issued to Lenders [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)			500,000
Warrants and Rights Outstanding			$ 1,900,000
Heerema Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	1,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 5
Adjustments to Additional Paid in Capital, Warrant Issued	$ 900,000
New Loan [Member]
Debt Instrument, Face Amount			$ 50,000,000
Debt Instrument, Interest Rate, Stated Percentage		7.00%	7.00%
Repayments of Debt		$ 15,000,000
Debt Instrument, Convertible, Maximum Amount		$ 15,000,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)		$ 4.8
Debt Instrument, Principal Amount with Interest Paid in Cash		$ 20,000,000
Debt Instrument, Principal Amount with Interest Paid in Kind		15,000,000
Debt Instrument, Unamortized Discount		2,000,000
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 980,000
New Loan [Member] \| Repayment After Thirty-months of the Closing Date [Member]
Debt Instrument, Repayment Fee Percentage			6.00%
New Loan [Member] \| Issuance After One Year of the Closing Date [Member]
Debt Instrument, Prepay Amount, Percentage of the Cash Proceeds Received			75.00%
Their Amended Credit Agreement [Member]
Debt Instrument, Face Amount	20,000,000
Debt Instrument, Fee Amount	$ 479,845
Shares Issued, Price Per Share (in dollars per share)	$ 2.89
Shares Issued For Debt Agreement, Shares (in shares)	166,036
Secured Non Convertible Terms Loans [Member]
Debt Instrument, Face Amount	$ 21,200,000											$ 20,000,000
Convertible Loans [Member]
Debt Instrument, Face Amount	$ 16,000,000
Debt Instrument, Interest Rate, Stated Percentage	7.00%
Debt Instrument, Convertible, Conversion Price (in dollars per share)	$ 5.3

Note 4 - Stock-based Compensation Plans (Details Textual)							1 Months Ended					3 Months Ended	6 Months Ended		12 Months Ended
	Mar. 01, 2024 shares	Jul. 01, 2023 shares	Mar. 01, 2023 shares	Jan. 03, 2023 shares	Feb. 04, 2022 shares	Jul. 01, 2021 USD ($)	Apr. 30, 2024 $ / shares shares	Jan. 31, 2024 shares	Mar. 31, 2023 shares	Jul. 31, 2022 shares	Apr. 30, 2021 shares	Mar. 31, 2024 shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 shares	Dec. 31, 2022 shares	Jul. 10, 2019 shares
Share-based Payment Arrangement, Expense \| $													$ 2,380,000	$ 489,000
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, Number of Shares Authorized (in shares)													4,251,207
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares)			170,000		170,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (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, Shares Issued in Period (in shares)	62,624
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares)					85,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)					85,000							85,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period (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 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		60,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested 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)									102,871							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
Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							1,600,000
Chief Executive Officer [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							700,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)							3 years
Chief Executive Officer [Member] \| Performance Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							600,000
Chief Executive Officer [Member] \| Performance Stock Units [Member] \| Vesting Upon Price Hurdle of $13 Per Share [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							300,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) \| $ / shares							$ 15
A Consultant [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)		400,000						300,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)								100,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares)		200,000
A Consultant [Member] \| Restricted Stock Units (RSUs) [Member] \| Vesting Upon Completion of Certain Milestone [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)		200,000
A Consultant [Member] \| Restricted Stock Units (RSUs) [Member] \| Vesting on October 1, 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)		100,000
A Consultant [Member] \| Restricted Stock Units (RSUs) [Member] \| Vesting on February 1, 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)		100,000
Two Thousand Nineteen Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)																	5,200,000
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] \| Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)													69,479

Note 5 - Income Taxes (Details Textual) $ in Thousands	6 Months Ended
Note 5 - Income Taxes (Details Textual) $ in Thousands	Jun. 30, 2024 USD ($)
Deferred Tax Assets, Net, Total	$ 0
Domestic Tax Jurisdiction [Member]
Operating Loss Carryforwards	$ 348,000
Domestic Tax Jurisdiction [Member] \| Internal Revenue Service (IRS) [Member]
Open Tax Year	2020 2021 2022 2023
Open Tax Period (Year)	3 years
State and Local Jurisdiction [Member] \| California Franchise Tax Board [Member]
Operating Loss Carryforwards	$ 323,000
Open Tax Year	2019 2020 2021 2022 2023
Open Tax Period (Year)	4 years

Note 6 - Net Loss Per Common Share (Details Textual) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	11,071,000	5,029,000	10,075,000	5,029,000

Note 7 - Leases & Property, Plant, Equipment and Water Programs (Details Textual)		6 Months Ended
	Feb. 29, 2016 USD ($) a	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Feb. 01, 2024 USD ($)	Dec. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Operating Lease, Right-of-Use Asset		$ 2,221,000			$ 431,000
Depreciation		600,000	$ 634,000
Land Improvements, Buildings, Leasehold Improvements, Machinery and Equipment and Furniture and Fixtures [Member]
Depreciation		$ 600,000	$ 634,000
Minimum [Member]
Lessee, Operating Lease, Remaining Lease Term (Month)		1 month
Maximum [Member]
Lessee, Operating Lease, Remaining Lease Term (Month)		26 years
Northern Pipeline Agreement [Member]
Lessor, Operating Lease, Term of Contract (Year)				26 years
Operating Lease, Right-of-Use Asset				$ 1,900,000
Lessee, Operating Lease, Liability, to be Paid				4,800,000
Lessee, Operating Lease, Liability, Undiscounted Excess Amount				$ 2,900,000
Operating Lease, Weighted Average Discount Rate, Percent				10.00%
Operating Lease, Annual Rent Payments				$ 186,000
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
Lessor, Operating Lease, Payment to be Received, Year One						$ 420,000

Note 8 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2022
Business Combination, Contingent Consideration, Liability, Total	$ 1,450
ATEC Acquisition [Member]
Business Combination, Contingent Consideration, Liability, Total	$ 1,450	$ 1,450

Note 8 - Fair Value Measurements - Level 1 Assets (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Contingent consideration liabilities	$ 1,450
Total Liabilities	1,450
Fair Value, Inputs, Level 1 [Member]
Contingent consideration liabilities	0
Total Liabilities	0
Fair Value, Inputs, Level 2 [Member]
Contingent consideration liabilities	0
Total Liabilities	0
Fair Value, Inputs, Level 3 [Member]
Contingent consideration liabilities	1,450
Total Liabilities	$ 1,450

Note 9 - Common and Preferred Stock (Details Textual)					3 Months Ended				6 Months Ended		12 Months Ended	36 Months Ended
Note 9 - Common and Preferred Stock (Details Textual)	Jul. 02, 2021 USD ($)	Jul. 01, 2021 USD ($) $ / shares shares	Jun. 29, 2021 $ / shares shares	Mar. 05, 2020 shares	Jun. 30, 2024 $ / shares shares	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jul. 02, 2026 $ / shares
Common Stock, Shares Authorized (in shares)					100,000,000				100,000,000		85,000,000	100,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares					$ 0.01				$ 0.01		$ 0.01	$ 0.01
Common Stock, Shares, Issued (in shares)					67,800,188				67,800,188		66,710,795	67,800,188
Preferred Stock, Shares Issued, Total (in shares)					329				329		329	329
Preferred Stock, Dividend Rate, Percentage					8.875%	8.875%	8.875%	8.875%
Preferred Stock, Shares Authorized (in shares)					100,000				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	$ 0.01
Payments of Dividends \| $									$ 2,553,000	$ 2,553,000		$ 14,214,000
Common Stock, Shares, Outstanding (in shares)					67,800,188				67,800,188		66,710,795	67,800,188
Preferred Stock, Shares Outstanding (in shares)					329				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			329
Depository Shares [Member]
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
Preferred Stock, Liquidation Preference Per Share Per Year		2.21875
Dividends Payable, Amount Per Share (in dollars per share) \| $ / shares					$ 0.56				$ 0.56			$ 0.56
Depository Shares [Member] \| Forecast [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) \| $ / shares													$ 25
Depository Shares [Member] \| Upon Change of Control [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) \| $ / shares		$ 25
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	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	7,500
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares		$ 0.01			$ 0.01				$ 0.01		$ 0.01	$ 0.01
Preferred Stock, Liquidation Preference, Value \| $		$ 25,000
Preferred Stock, Liquidation Preference Per Share Per Year		2,218.75
Dividends Payable, Amount Per Share (in dollars per share) \| $ / shares					$ 560				$ 560			$ 560
Conversion of Stock, Shares Cap (in shares)		3,748.13
Preferred Stock, Shares Outstanding (in shares)					2,300				2,300		2,300	2,300
Series A Preferred Stock [Member] \| Forecast [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) \| $ / shares													$ 25,000
Series A Preferred Stock [Member] \| Upon Change of Control [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) \| $ / shares		$ 25,000
Conversion of Convertible Senior Notes 2020 into Preferred Stock [Member]
Debt Conversion, Converted Instrument, Shares Issued (in shares)				10,000

Note 10 - Commitments and Contingencies (Details Textual) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2022
Business Combination, Contingent Consideration, Liability, Total	$ 1,450,000
ATEC Acquisition [Member]
Business Combination, Contingent Consideration, Liability, Total	1,450,000		$ 1,450,000
Water Project [Member]
Deferred Revenue	$ 625,000	$ 625,000