Limoneira Co. Files 10-Q for Period Ending January 31, 2024

TL;DR

<b>Limoneira Co. filed its quarterly report (10-Q) for the period ending January 31, 2024, providing an update on its financial performance.</b>

AI Summary

Limoneira CO (LMNR) filed a Quarterly Report (10-Q) with the SEC on March 7, 2024. Limoneira Co. reported financial results for the period ending January 31, 2024. The filing is a 10-Q, indicating a quarterly report. The company's fiscal year ends on October 31. Limoneira Co. is incorporated in Delaware. The business and mailing address is 1141 Cummings Road, Santa Paula, CA 93060.

Why It Matters

For investors and stakeholders tracking Limoneira CO, this filing contains several important signals. This filing provides investors with the latest financial data for Limoneira Co., crucial for understanding its current operational and financial health. As a public company, Limoneira Co. is required to file 10-Q reports quarterly, ensuring transparency and providing timely information to the market.

Risk Assessment

Risk Level: low — Limoneira CO shows low risk based on this filing. The filing is a standard quarterly report (10-Q) and does not contain immediate red flags or significant negative developments based on the provided header information.

Analyst Insight

Review the detailed financial statements and management discussion within the full 10-Q filing to assess Limoneira Co.'s performance and outlook.

Key Numbers

• 2024-01-31 — Period End Date (Conformed period of report)
• 2024-03-07 — Filing Date (Filed as of date)
• 1031 — Fiscal Year End (Fiscal year end)
• 93060 — ZIP Code (Business address ZIP)
• 770260692 — IRS Number (IRS number)
• 001-34755 — SEC File Number (SEC file number)
• 24729990 — Film Number (Film number)
• 9,012,000 — Shares Outstanding (estimated) (Shares)

Key Players & Entities

• Limoneira CO (company) — Filer name
• LMNR (company) — Ticker symbol
• 10-Q (filing) — Form type
• 2024-01-31 (date) — Conformed period of report
• 2024-03-07 (date) — Filed as of date
• Santa Paula, CA (location) — Business address city and state
• 0001342423 (company) — Central Index Key
• DE (location) — State of incorporation

FAQ

Key Dates

• 2024-01-31: Quarterly Period End — End of the reporting period for the 10-Q filing.
• 2024-03-07: Filing Date — Date the 10-Q report was officially filed with the SEC.
• 2023-10-31: Fiscal Year End — Indicates the end of Limoneira Co.'s annual fiscal cycle.

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 LMNR The NASDAQ Stock Market LLC (NASD

Filing Documents

• lmnr-20240131.htm (10-Q) — 1389KB
• lmnr13124exhibit311.htm (EX-31.1) — 11KB
• lmnr13124exhibit312.htm (EX-31.2) — 11KB
• lmnr13124exhibit321.htm (EX-32.1) — 5KB
• lmnr13124exhibit322.htm (EX-32.2) — 5KB
• 0001342423-24-000006.txt (&nbsp;) — 8087KB
• lmnr-20240131.xsd (EX-101.SCH) — 60KB
• lmnr-20240131_cal.xml (EX-101.CAL) — 110KB
• lmnr-20240131_def.xml (EX-101.DEF) — 291KB
• lmnr-20240131_lab.xml (EX-101.LAB) — 613KB
• lmnr-20240131_pre.xml (EX-101.PRE) — 477KB
• lmnr-20240131_htm.xml (XML) — 1272KB

FINANCIAL INFORMATION 4

PART I. FINANCIAL INFORMATION 4

Financial Statements (Unaudited) 4

Item 1. Financial Statements (Unaudited) 4 Consolidated Balance Sheets – January 31, 2024 and October 31, 2023 4 Consolidated Statements of Operations – three months ended January 31, 2024 and 2023 5 Consolidated Statements of Comprehensive (Loss) Income – three months ended January 31, 2024 and 2023 6 Consolidated Statements of Stockholders' Equity and Temporary Equity – three months ended January 31, 2024 and 2023 7 Consolidated Statements of Cash Flows – three months ended January 31, 2024 and 2023 8

Notes to Consolidated Financial Statements 10

Notes to Consolidated Financial Statements 10

Management's Discussion and Analysis of Financial Condition and Results of Operations 25

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 25

Quantitative and Qualitative Disclosures about Market Risk 37

Item 3. Quantitative and Qualitative Disclosures about Market Risk 37

Controls and Procedures 37

Item 4. Controls and Procedures 37

OTHER INFORMATION 38

PART II. OTHER INFORMATION 38

Legal Proceedings 38

Item 1. Legal Proceedings 38

Risk Factors 38

Item 1A. Risk Factors 38

Unregistered Sales of Equity Securities and Use of Proceeds 38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38

Defaults Upon Senior Securities 38

Item 3. Defaults Upon Senior Securities 38

Mine Safety Disclosures 38

Item 4. Mine Safety Disclosures 38

Other Information 38

Item 5. Other Information 38

Exhibits 39

Item 6. Exhibits 39 SIGNATURES 41 2

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this "Quarterly Report") contains both historical and forward-looking statements. Forward-looking statements in this Quarterly Report are subject to a number of risks and uncertainties, some of which are beyond the Company's control. The potential risks and uncertainties that could cause our actual financial condition, results of operations and future performance to differ materially from those expressed or implied in this Quarterly Report include: success in executing the Company's business plans and strategies and managing the risks involved in the foregoing; changes in laws, regulations, rules, quotas, tariffs and import laws; adverse weather conditions, natural disasters and other adverse natural conditions, including freezes, rains, fires, winds and droughts that affect the production, transportation, storage, import and export of fresh produce; market responses to industry volume pressures; increased pressure from disease, insects and other pests; disruption of water supplies or changes in water allocations; disruption in the global supply chain; negative impacts related to the COVID-19 pandemic and our Company's responses to the pandemic; product and raw materials supplies and pricing; energy supply and pricing; changes in interest rates and the impact of inflation; availability of financing for development activities; general economic conditions for residential and commercial real estate development; political changes and economic crises; international conflict; acts of terrorism; labor disruptions, strikes, shortages or work stoppages; the impact of foreign exchange rate movements; ability to maintain compliance with covenants under our loan agreements; loss of important intellectual property rights; and other factors disclosed in our public filings with the Securities and Exchange Commission (the "SEC"). These forward-looking statements involve risks and uncertainties t

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements LIMONEIRA COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except share and per share data) January 31, 2024 October 31, 2023 Assets Current assets: Cash $ 527 $ 3,631 Accounts receivable, net 16,663 14,458 Cultural costs 2,584 2,334 Prepaid expenses and other current assets 5,492 5,588 Receivables/other from related parties 3,333 4,214 Total current assets 28,599 30,225 Property, plant and equipment, net 160,197 160,631 Real estate development 9,980 9,987 Equity in investments 79,057 78,816 Goodwill 1,508 1,512 Intangible assets, net 6,419 6,657 Other assets 13,816 13,382 Total assets $ 299,576 $ 301,210 Liabilities, Convertible Preferred Stock and Stockholders' Equity Current liabilities: Accounts payable $ 8,765 $ 9,892 Growers and suppliers payable 8,297 9,629 Accrued liabilities 8,084 8,651 Payables to related parties 5,139 4,805 Current portion of long-term debt 668 381 Total current liabilities 30,953 33,358 Long-term liabilities: Long-term debt, less current portion 51,413 40,628 Deferred income taxes 17,988 22,172 Other long-term liabilities 4,224 4,555 Total liabilities 104,578 100,713 Commitments and contingencies — — Series B Convertible Preferred Stock – $ 100.00 par value ( 50,000 shares authorized: 14,790 shares issued and outstanding at January 31, 2024 and October 31, 2023) ( 8.75 % coupon rate) 1,479 1,479 Series B-2 Convertible Preferred Stock – $ 100.00 par value ( 10,000 shares authorized: 9,300 shares issued and outstanding at January 31, 2024 and October 31, 2023) ( 4 % dividend rate on liquidation value of $ 1,000 per share) 9,331 9,331 Stockholders' equity: Series A Junior Participating Preferred Stock – $ 0.01 par value ( 20,000 shares authorized: zero issued or outstanding at January 31, 2024 and October 31, 2023) — — Common Stock – $ 0.01 par value ( 39,000,000 shares authorized: 18,255,895 and 18,192,009 shares issued and 18,004,918 and 17,941,032 sha

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Organization and Basis of Presentation

Business

Business Limoneira Company (together with its consolidated subsidiaries, the "Company") engages primarily in growing citrus and avocados, harvesting citrus, and packing, marketing and selling citrus. The Company is also engaged in residential rentals and other rental operations and real estate development activities. The Company markets and sells citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia, Australia and other international markets. Through fiscal year 2023, the Company was a member of Sunkist Growers, Inc., an agricultural marketing cooperative, and sold a portion of its oranges, specialty citrus and other crops to Sunkist-licensed and other third-party packinghouses. Basis of Presentation and Preparation The accompanying unaudited interim consolidated financial statements include the accounts of the Company and the accounts of all the subsidiaries and investments in which the Company holds a controlling interest. Intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company, the unaudited interim consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these unaudited interim consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Because the conso

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. Summary of Significant Accounting Policies (continued) Comprehensive (Loss) Income (continued) The following table summarizes the changes in accumulated other comprehensive loss by component (in thousands): Foreign Currency Translation Loss Defined Benefit Pension Plan Accumulated Other Comprehensive Loss Balance at October 31, 2023 $ ( 5,666 ) $ — $ ( 5,666 ) Other comprehensive loss ( 467 ) — ( 467 ) Balance at January 31, 2024 $ ( 6,133 ) $ — $ ( 6,133 ) Foreign Currency Translation (Loss) Gain Defined Benefit Pension Plan Accumulated Other Comprehensive Loss Balance at October 31, 2022 $ ( 6,184 ) $ ( 1,724 ) $ ( 7,908 ) Other comprehensive income 2,223 1,724 3,947 Balance at January 31, 2023 $ ( 3,961 ) $ — $ ( 3,961 ) COVID-19 Pandemic The decline in demand for the Company's products as a result of the COVID-19 pandemic negatively impacted the Company's sales and profitability beginning in the second quarter of fiscal year 2020. The export market for fresh produce continues to experience decreased demand and the COVID-19 pandemic may continue to impact the Company's sales and profitability in future periods. The duration of these trends and the magnitude of such impacts are uncertain and therefore cannot be estimated at this time, as they are influenced by a number of factors, many of which are outside management's control. Recent Accounting Pronouncements Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ASU 2023-07 is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses, the chief operating decision maker ("CODM"), and how the CODM uses the reported measure(s) of segment profit or loss. This amendment also requires that a public entity provide all annual disclosures abo

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. Summary of Significant Accounting Policies (continued) Concentrations (continued) Lemons procured from third-party growers were 84 % and 66 % of the Company's lemon supply for the three months ended January 31, 2024 and 2023, respectively. One third-party grower was 19 % of the lemon supply for the three months ended January 31, 2024. The Company maintains its cash in federally insured financial institutions. The account balances at these institutions periodically exceed Federal Deposit Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of risk related to amounts on deposit in excess of FDIC insurance coverage. 3. Asset Sales and Disposals Northern Properties In October 2022, the Company entered into a Purchase and Sale Agreement, as amended, (the "Agreement") with PGIM Real Estate Finance, LLC ("PGIM") to sell 3,537 acres of land and citrus orchards in Tulare County, California (the "Northern Properties") for a purchase price of approximately $ 100,405,000 . On January 25, 2023, the Board approved the Agreement creating a binding agreement of the Company to sell the Northern Properties and the transaction closed on January 31, 2023. During the quarter ended April 30, 2023, the purchase price was decreased by $ 397,000 for reimbursement of certain cultural costs and prepaid expenses, resulting in a final purchase price of $ 100,008,000 . After transaction costs the Company received net proceeds of $ 98,411,000 . The following is a summary of the transaction (in thousands): Net cash proceeds received $ 85,494 Debt directly repaid through the transaction 12,917 Total net proceeds received 98,411 Less: net book value of assets sold Cultural costs 3,853 Prepaid expenses and other current assets 155 Property, plant and equipment, net 53,144 Intangible assets, net 12 Other assets 1,320 Accrued liabilities ( 68 ) 58,416 Gain on disposal of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): January 31, 2024 October 31, 2023 Prepaid supplies and insurance $ 2,401 $ 1,667 Assets held for sale — 535 Sales tax receivable 287 490 Income tax receivable 815 816 Lemon supplier advances 412 791 Other 1,577 1,289 $ 5,492 $ 5,588 5. Real Estate Development Real estate development assets are comprised primarily of land and land development costs for the East Area II property in the amount of $ 9,980,000 and $ 9,987,000 as of January 31, 2024 and October 31, 2023, respectively. East Area I, Retained Property and East Area II In fiscal year 2005, the Company began capitalizing the costs of two real estate development projects east of Santa Paula, California, for the development of 550 acres of land into residential units, commercial buildings and civic facilities. In November 2015 (the "Transaction Date"), the Company entered into a joint venture with The Lewis Group of Companies ("Lewis") for the residential development of its East Area I real estate development project. To consummate the transaction, the Company formed Limoneira Lewis Community Builders, LLC ("LLCB") as the development entity, contributed its East Area I property to LLCB, and sold a 50 % interest to Lewis for $ 20,000,000 . The Company and LLCB also entered into a Retained Property Development Agreement on the Transaction Date (the "Retained Property Agreement"). Under the terms of the Retained Property Agreement, LLCB transferred certain contributed East Area I property, which is entitled for commercial development, back to the Company (the "Retained Property") and arranged for the design and construction of certain improvements to the Retained Property and East Area II, subject to certain reimbursements by the Company. The balance in East Area II includes estimated costs incurred by a

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