What changed in this filing

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Item 1. Financial Statements

2022-03-10 compared with 2021-09-08 · 253 added, 377 removed, 415 unchanged (60% of the section changed)

3 unchanged sentences

($ in thousands, except share amounts)

July 31, 2021 October 31, 2020

January 31, 2022 October 31, 2021

Current assets:

4 unchanged sentences

Receivables/other from related parties 4,840 5,958

Income taxes receivable — 5,911

Total current assets 44,218 42,089

9 unchanged sentences

Accounts payable $ 7,813 $ 8,963

Growers payable 10,328 8,126

Growers and suppliers payable 9,213 10,371

Accrued liabilities 7,370 6,542

9 unchanged sentences

Series B Convertible Preferred Stock – $ 100.00 par value ( 50,000 shares authorized:

14,790 shares issued and outstanding at July 31, 2021 and October 31, 2020) ( 8.75 % coupon rate)

14,790 shares issued and outstanding at January 31, 2022 and October 31, 2021) ( 8.75 % coupon rate)

Series B-2 Convertible Preferred Stock – $ 100.00 par value ( 10,000 shares authorized:

9,300 shares issued and outstanding at July 31, 2021 and October 31, 2020) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

9,300 shares issued and outstanding at January 31, 2022 and October 31, 2021) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

Stockholders' Equity:

Series A Junior Participating Preferred Stock – $ 0.01 par value ( 20,000 shares authorized:

zero issued or outstanding at July 31, 2021 and October 31, 2020)

zero issued or outstanding at January 31, 2022 and October 31, 2021)

Common Stock – $ 0.01 par value ( 39,000,000 shares authorized:

17,936,377 and 17,857,707 shares issued and 17,685,400 and 17,606,730 shares outstanding at July 31, 2021 and October 31, 2020, respectively)

17,951,015 and 17,936,377 shares issued and 17,700,038 and 17,685,400 shares outstanding at January 31, 2022 and October 31, 2021, respectively)

Additional paid-in capital 164,061 163,965

1 unchanged sentence

Accumulated other comprehensive loss ( 5,606 ) ( 5,733 )

Treasury stock, at cost, 250,977 shares at July 31, 2021 and October 31, 2020

Treasury stock, at cost, 250,977 shares at January 31, 2022 and October 31, 2021

( 3,493 ) ( 3,493 )

7 unchanged sentences

Three Months Ended

July 31, Nine Months Ended

2021 2020 2021 2020

Net revenues:

5 unchanged sentences

Other operations 1,074 1,082

Gain on disposal of assets ( 85 ) —

Selling, general and administrative 6,599 5,895

Total costs and expenses 48,832 43,915

Operating income (loss) 3,374 1,814 118 ( 9,485 )

Other income (expense):

Operating loss ( 9,558 ) ( 5,640 )

Other income:

Interest income 21 43

1 unchanged sentence

Equity in earnings of investments, net 51 366

Loss on stock in Calavo Growers, Inc.

— — — ( 6,299 )

Other income, net 32 11 83 246

Total other income (expense) 1,131 751 1,771 ( 6,801 )

Income (loss) before income tax (provision) benefit 4,505 2,565 1,889 ( 16,286 )

Income tax (provision) benefit ( 1,335 ) ( 765 ) ( 1,122 ) 5,876

Net income (loss) 3,170 1,800 767 ( 10,410 )

Net loss attributable to noncontrolling interest 535 509 663 1,409

Net income (loss) attributable to Limoneira Company 3,705 2,309 1,430 ( 9,001 )

Other income (expense), net 15 ( 6 )

Total other income 302 537

Loss before income tax benefit ( 9,256 ) ( 5,103 )

Income tax benefit 2,650 1,187

Net loss ( 6,606 ) ( 3,916 )

Net loss (income) attributable to noncontrolling interest 88 ( 292 )

Net loss attributable to Limoneira Company ( 6,518 ) ( 4,208 )

Preferred dividends ( 125 ) ( 125 )

Net income (loss) attributable to common stock $ 3,580 $ 2,184 $ 1,054 $ ( 9,377 )

Basic net income (loss) per common share $ 0.20 $ 0.12 $ 0.06 $ ( 0.54 )

Diluted net income (loss) per common share $ 0.20 $ 0.12 $ 0.06 $ ( 0.54 )

Net loss attributable to common stock $ ( 6,643 ) $ ( 4,333 )

Basic net loss per common share $ ( 0.38 ) $ ( 0.25 )

Diluted net loss per common share $ ( 0.38 ) $ ( 0.25 )

Weighted-average common shares outstanding-basic 17,448,000 17,405,000

2 unchanged sentences

LIMONEIRA COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

(In thousands)

Three Months Ended July 31, Nine Months Ended July 31,

2021 2020 2021 2020

Net income (loss) $ 3,170 $ 1,800 $ 767 $ ( 10,410 )

Other comprehensive (loss) income, net of tax:

Three Months Ended January 31,

Net loss $ ( 6,606 ) $ ( 3,916 )

Other comprehensive income, net of tax:

Foreign currency translation adjustments 55 795

Minimum pension liability adjustment, net of tax of $ 50 , $ 50 , $ 150 and $ 150 for the three and nine months ended July 31, 2021 and 2020, respectively.

135 135 403 330

Residual state tax effects on sale of equity securities — — — 140

Total other comprehensive (loss) income, net of tax ( 907 ) 1,545 733 ( 6 )

Comprehensive income (loss) 2,263 3,345 1,500 ( 10,416 )

Comprehensive loss attributable to noncontrolling interest 558 544 630 1,431

Comprehensive income (loss) attributable to Limoneira Company $ 2,821 $ 3,889 $ 2,130 $ ( 8,985 )

Minimum pension liability adjustment, net of tax of $ 27 and $ 51 for the three months ended January 31, 2022 and 2021, respectively.

Total other comprehensive income, net of tax 127 929

Comprehensive loss ( 6,479 ) ( 2,987 )

Comprehensive loss (income) attributable to noncontrolling interest 86 ( 331 )

Comprehensive loss attributable to Limoneira Company $ ( 6,393 ) $ ( 3,318 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

17 unchanged sentences

Exchange of common stock ( 55,362 ) — ( 900 ) — — — — ( 900 ) — —

Net (loss) income — — — ( 4,208 ) — — 292 ( 3,916 ) — —

Net loss — — — ( 6,518 ) — — ( 88 ) ( 6,606 ) — —

Other comprehensive income, net of tax — — — — 127 — 2 129 — —

Balance at January 31, 2022 17,700,038 $ 180 $ 164,061 $ 13,581 $ ( 5,606 ) $ ( 3,493 ) $ 11,879 $ 180,602 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,327 ) — — — ( 1,327 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 33 ) — — — ( 33 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation 473 — 570 — — — — 570 — —

Net income (loss) — — — 1,933 — — ( 420 ) 1,513 — —

Other comprehensive income, net of tax — — — — 711 — 17 728 — —

Balance at April 30, 2021 17,685,400 $ 179 $ 163,020 $ 25,620 $ ( 5,908 ) $ ( 3,493 ) $ 13,669 $ 193,087 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,326 ) — — — ( 1,326 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 32 ) — — — ( 32 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation — — 440 — — — — 440 — —

Noncontrolling interest adjustment — — — — — — ( 1,331 ) ( 1,331 ) — —

Net income (loss) — — — 3,705 — — ( 535 ) 3,170 — —

Other comprehensive loss, net of tax — — — — ( 907 ) — ( 23 ) ( 930 ) — —

Balance at July 31, 2021 17,685,400 $ 179 $ 163,460 $ 27,874 $ ( 6,815 ) $ ( 3,493 ) $ 11,780 $ 192,985 $ 1,479 $ 9,331

LIMONEIRA COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY (CONTINUED)

Stockholders' Equity Temporary Equity

3 unchanged sentences

Preferred Series B-2

Shares Amount Capital Earnings Loss Stock Interest Equity Stock Stock

Shares Amount Capital Earnings (Loss) Income Stock Interest Equity Stock Stock

Balance at October 31, 2020 17,606,730 $ 179 $ 162,084 $ 30,797 $ ( 7,548 ) $ ( 3,493 ) $ 13,741 $ 195,760 $ 1,479 $ 9,331

7 unchanged sentences

Exchange of common stock ( 46,993 ) ( 1 ) ( 700 ) — — — — ( 701 ) — —

Net loss — — — ( 6,427 ) — — ( 477 ) ( 6,904 ) — —

Other comprehensive (loss) income, net of tax — — — — ( 1,132 ) — 12 ( 1,120 ) — —

Balance at January 31, 2020 17,857,707 $ 179 $ 160,869 $ 45,199 $ ( 8,387 ) $ — $ 14,957 $ 212,817 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,341 ) — — — ( 1,341 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 32 ) — — — ( 32 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation — — 358 — — — — 358 — —

Noncontrolling interest adjustment — — — — — — ( 145 ) ( 145 ) — —

Net loss — — — ( 4,883 ) — — ( 423 ) ( 5,306 ) — —

Other comprehensive (loss) income, net of tax — — — — ( 419 ) — 1 ( 418 ) — —

Balance at April 30, 2020 17,857,707 $ 179 $ 161,227 $ 38,850 $ ( 8,806 ) $ — $ 14,390 $ 205,840 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,338 ) — — — ( 1,338 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 33 ) — — — ( 33 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation — — 428 — — — — 428 — —

Treasury shares ( 42,100 ) — — — — ( 562 ) — ( 562 ) — —

Net (loss) income — — — ( 4,208 ) — — 292 ( 3,916 ) — —

Other comprehensive loss, net of tax — — — — 1,545 — ( 35 ) 1,510 — —

Balance at July 31, 2020 17,815,607 $ 179 $ 161,655 $ 39,695 $ ( 7,261 ) $ ( 562 ) $ 13,846 $ 207,552 $ 1,479 $ 9,331

Other comprehensive income, net of tax — — — — 929 — 39 968 — —

Balance at January 31, 2021 17,684,927 $ 179 $ 162,450 $ 25,140 $ ( 6,619 ) $ ( 3,493 ) $ 14,072 $ 191,729 $ 1,479 $ 9,331

The accompanying notes are an integral part of these unaudited consolidated financial statements.

LIMONEIRA COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)

Nine Months Ended

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

Three Months Ended

Operating activities

Net income (loss) $ 767 $ ( 10,410 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net loss $ ( 6,606 ) $ ( 3,916 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 2,480 2,501

(Gain) or loss on disposals of assets ( 20 ) 519

Gain on disposal of assets ( 85 ) —

Stock compensation expense 997 1,066

2 unchanged sentences

Deferred income taxes ( 2,650 ) ( 1,187 )

Loss on stock in Calavo Growers, Inc.

Other, net 213 142

5 unchanged sentences

Other assets 29 ( 54 )

Accounts payable and growers payable 4,731 ( 2,969 )

Accounts payable and growers and suppliers payable ( 2,666 ) ( 307 )

Accrued liabilities and payables to related parties 1,347 ( 1,116 )

Other long-term liabilities ( 112 ) ( 185 )

Net cash provided by (used in) operating activities 16,802 ( 11,394 )

Net cash used in operating activities ( 8,162 ) ( 1,790 )

Investing activities

Capital expenditures ( 2,080 ) ( 3,415 )

Net proceeds from sales of assets 87 —

Net proceeds from sale of stock in Calavo Growers, Inc.

Loan to Limoneira Lewis Community Builders, LLC — ( 1,800 )

Net proceeds from sale of assets 1,090 —

Collection on loan and note receivable 250 25

Equity investment contributions — ( 2,800 )

Cash distribution from equity investment 106 —

Investments in mutual water companies and water rights — ( 190 )

Insurance proceeds received — 250

Net cash (used in) provided by investing activities ( 8,716 ) 254

Net cash used in investing activities ( 740 ) ( 3,580 )

Financing activities

1 unchanged sentence

Repayments of long-term debt ( 32,731 ) ( 18,798 )

Principal paid on finance leases ( 69 ) —

Dividends paid – common ( 1,328 ) ( 1,324 )

1 unchanged sentence

Exchange of common stock ( 900 ) ( 700 )

Purchase of treasury stock — ( 562 )

Payments of deferred financing costs — ( 70 )

Net cash (used in) provided by financing activities ( 7,809 ) 11,479

Net cash provided by financing activities 9,286 6,685

Effect of exchange rate changes on cash ( 7 ) 25

5 unchanged sentences

(In thousands)

Nine Months Ended

Three Months Ended

Supplemental disclosures of cash flow information

Cash paid during the period for interest, net of amounts capitalized $ 618 $ 969

Cash received during the period for income taxes, net $ 5,942 $ 361

Cash paid (received) during the period for income taxes, net $ — $ ( 4,997 )

Non-cash investing and financing activities:

Capital expenditures accrued but not paid at period-end $ 25 $ —

Accrued contribution obligation of investment in water company $ 450 $ —

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

Organization and Basis of Presentation

Limoneira Company (together with its consolidated subsidiaries, the “Company”) engages primarily in growing citrus and avocados, picking and hauling citrus, and packing, marketing and selling lemons.

The Company is also engaged in residential rentals and other rental operations and real estate development activities.

The Company markets and sells lemons directly to food service, wholesale and retail customers throughout the United States, Canada, Asia, Europe and other international markets.

The Company markets and sells citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia, Europe and other international markets.

The Company is a member of Sunkist Growers, Inc.

(“Sunkist”), an agricultural marketing cooperative, and sells its oranges, specialty citrus and other crops to Sunkist-licensed and other third-party packinghouses.

The Company sells the majority of its avocado production to Calavo Growers, Inc.

(“Sunkist”), an agricultural marketing cooperative, and sells a portion of its oranges, specialty citrus and other crops to Sunkist-licensed and other third-party packinghouses.

Through fiscal year 2021, the Company sold the majority of its avocado production to Calavo Growers, Inc.

(“Calavo”), a packing and marketing company listed on the NASDAQ Global Select Market under the symbol CVGW.

Calavo’s customers include many of the largest retail and food service companies in the United States and Canada.

Calavo packs the Company’s avocados, which are then sold and distributed under Calavo brands to its customers.

In February 2022, the Company terminated its Avocado Marketing Agreement and the associated Letter Agreement Regarding Fruit Commitment with Calavo to pursue opportunities with other packing and marketing companies.

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 accounts and transactions have been eliminated.

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 accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported.

Actual results could differ materially from those estimates.

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.

1 unchanged sentence

Summary of Significant Accounting Policies

Comprehensive Income (Loss)

Comprehensive income (loss) represents all changes in a company’s net assets, except changes resulting from transactions with stockholders.

Comprehensive Loss

Comprehensive loss represents all changes in a company’s net assets, except changes resulting from transactions with stockholders.

Other comprehensive income or loss primarily includes foreign currency translation items and defined benefit pension items.

Accumulated other comprehensive (loss) income is reported as a component of the Company's stockholders' equity.

The following tables summarizes the changes in other comprehensive (loss) income by component (in thousands):

Three Months Ended July 31,

Accumulated other comprehensive loss is reported as a component of the Company's stockholders' equity.

The following table summarizes other comprehensive income by component (in thousands):

Three Months Ended January 31,

Pre-tax Amount Tax Expense Net Amount Pre-tax Amount Tax Expense Net Amount

2 unchanged sentences

Other comprehensive gain before reclassifications 99 ( 27 ) 72 185 ( 51 ) 134

Other comprehensive (loss) income $ ( 857 ) $ ( 50 ) $ ( 907 ) $ 1,595 $ ( 50 ) $ 1,545

Other comprehensive income $ 154 $ ( 27 ) $ 127 $ 980 $ ( 51 ) $ 929

LIMONEIRA COMPANY

1 unchanged sentence

Summary of Significant Accounting Policies (continued)

Nine Months Ended July 31,

Pre-tax Amount Tax Expense Net Amount Pre-tax Amount Tax Expense Net Amount

Foreign currency translation adjustments $ 330 $ — $ 330 $ ( 476 ) $ — $ ( 476 )

Minimum pension liability adjustments:

Other comprehensive gain before reclassifications 553 ( 150 ) 403 480 ( 150 ) 330

Available-for-sale securities:

Amounts reclassified to earnings included in "Selling, general and administrative" — — — — 140 140

Other comprehensive income (loss) $ 883 $ ( 150 ) $ 733 $ 4 $ ( 10 ) $ ( 6 )

Comprehensive Loss (continued)

The following table summarizes the changes in accumulated other comprehensive (loss) income by component (in thousands):

Foreign Currency Translation (Loss) Income Defined Benefit Pension Plan Available-for-Sale Securities Accumulated Other Comprehensive (Loss) Income

Balance as of October 31, 2020 $ ( 3,069 ) $ ( 4,479 ) $ — $ ( 7,548 )

Foreign Currency Translation (Loss) Gain Defined Benefit Pension Plan Accumulated Other Comprehensive (Loss) Income

Balance at October 31, 2021 $ ( 3,754 ) $ ( 1,979 ) $ ( 5,733 )

Other comprehensive income 55 72 127

Balance as of July 31, 2021 $ ( 2,739 ) $ ( 4,076 ) $ — $ ( 6,815 )

Foreign Currency Translation Loss Defined Benefit Pension Plan Available-for-Sale Securities Accumulated Other Comprehensive Loss

Balance as of October 31, 2019 $ ( 2,362 ) $ ( 4,753 ) $ ( 140 ) $ ( 7,255 )

Other comprehensive (loss) income ( 476 ) 330 140 ( 6 )

Balance as of July 31, 2020 $ ( 2,838 ) $ ( 4,423 ) $ — $ ( 7,261 )

Balance at January 31, 2022 $ ( 3,699 ) $ ( 1,907 ) $ ( 5,606 )

Foreign Currency Translation (Loss) Gain Defined Benefit Pension Plan Accumulated Other Comprehensive (Loss) Income

Balance at October 31, 2020 $ ( 3,069 ) $ ( 4,479 ) $ ( 7,548 )

Other comprehensive income 795 134 929

Balance at January 31, 2021 $ ( 2,274 ) $ ( 4,345 ) $ ( 6,619 )

COVID-19 Pandemic

There is uncertainty around the breadth and duration of the Company's business disruptions related to the COVID-19 pandemic.

The decline in demand for the Company's products beginning the second quarter of fiscal year 2020, which it believes was due to the COVID-19 pandemic, negatively impacted its sales and profitability for the last three quarters of fiscal year 2020, all of fiscal year 2021, and the first quarter of fiscal year 2022.

The Company also expects COVID-19 to have some impact to its 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.

The full impact of the COVID-19 pandemic on the Company's results of operations, financial condition, and liquidity, including its ability to comply with debt covenants, for fiscal year 2022 and beyond, is driven by estimates that contain uncertainties.

Recent Accounting Pronouncements

FASB ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, and related ASUs

This amendment requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.

Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses.

ASU 2016-13 is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

The Company adopted this ASU effective November 1, 2020 and the adoption did not have a material impact on its consolidated financial statements.

FASB ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

6 unchanged sentences

Early adoption is permitted for fiscal years beginning after December 15, 2020.

The Company is evaluating the effect this ASU may have on its consolidated financial statements.

The Company adopted this ASU effective November 1, 2021 and the adoption did not have a material impact on its consolidated financial statements.

Concentrations and Geographic Information

Concentrations of credit risk with respect to revenues and trade receivable are limited due to a large, diverse customer base.

Two individual customers represented 15 % and 12 % of revenue, respectively, for the three months ended January 31, 2022.

One individual customer represented 23 % of revenues for the three months ended January 31, 2021.

One individual customer represented 12 % of accounts receivable, net as of January 31, 2022.

No individual customer represented more than 10% of accounts receivable, net as of October 31, 2021.

Lemons procured from third-party growers were 57 % and 48 % of the Company's lemon supply for the three months ended January 31, 2022 and 2021, respectively.

One third-party grower was 20 % and 26 % of the lemon supply for the three months ended January 31, 2022 and 2021, respectively.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Concentrations and Geographic Information

Lemons procured from third-party growers were 57 % and 64 % of the Company's lemon supply in the three months ended July 31, 2021 and 2020, respectively, and were 51 % and 60 % of the Company's lemon supply in the nine months ended July 31, 2021 and 2020, respectively, of which one third-party grower was 10 % of the lemon supply for the nine months ended July 31, 2021.

The Company sells the majority of its avocado production to Calavo and sells a majority of its oranges and specialty citrus to a third-party packinghouse.

Concentrations of credit risk with respect to revenues and account receivables are limited due to a large, diverse customer base.

Two individual customers represented 17 % and 13 % of revenues, respectively, for the nine months ended July 31, 2021.

No individual customer represented more than 10% of accounts receivable, net as of July 31, 2021.

During the three months ended July 31, 2021 and 2020, the Company had approximately $ 578,000 and $ 643,000 , respectively, of total sales in Chile by Fruticola Pan de Azucar S.A.

Concentrations and Geographic Information (continued)

During the three months ended January 31, 2022 and 2021, the Company had approximately $ 208,000 and $ 1,027,000 , respectively, of total sales in Chile by Fruticola Pan de Azucar S.A.

("PDA") and Agricola San Pablo SpA ("San Pablo").

During the nine months ended July 31, 2021 and 2020, the Company had approximately $ 2,555,000 and $ 2,103,000 , respectively, of total sales in Chile by PDA and San Pablo.

In June 2021, the Company entered into an agreement, effective March 1, 2021, to sell and license certain assets of Trapani Fresh to its 49 % partner in the joint venture, FGF Trapani ("FGF").

These assets consist of packing supplies and certain intangible assets related to the packing, marketing, and selling business of Trapani Fresh.

The total consideration to be received is approximately $ 3,900,000 over an 8-year term in 16 equal installments.

Payments to be received are secured by FGF’s interest in land parcels at the Santa Clara ranch and consist of a $ 1,200,000 note receivable and $ 2,700,000 of royalty payments.

There was no material gain or loss recognized on the transaction.

Trapani Fresh continues to own and operate the 1,200 -acre Santa Clara ranch and now sells the lemons it grows to FGF, who packs, markets, and sells the fruit to its export customers.

As a result of this transaction, Trapani Fresh now recognizes lemon revenues at the market price less packinghouse charges to harvest, pack and market the fruit.

During the three months ended July 31, 2021 and 2020, the Company had approximately $ 710,000 and $ 9,626,000 , respectively, of total sales in Argentina by Trapani Fresh.

During the nine months ended July 31, 2021 and 2020, the Company had approximately $ 3,265,000 and $ 12,105,000 , respectively, of total sales in Argentina by Trapani Fresh.

Aggregate foreign exchange transaction losses realized for our foreign subsidiaries was approximately $ 598,000 for the nine months ended July 31, 2021 and are included in selling, general and administrative expenses in the consolidated statements of operations.

Foreign exchange transaction gains/losses were immaterial for the nine months ended July 31, 2020.

During the three months ended January 31, 2022 and 2021, the Company had approximately $ 147,000 and $ 1,671,000 , respectively, of total sales in Argentina by Trapani Fresh.

Aggregate foreign exchange transaction losses realized for our foreign subsidiaries were immaterial for the three months ended January 31, 2022 and 2021.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

July 31, 2021 October 31, 2020

January 31, 2022 October 31, 2021

Prepaid supplies and insurance $ 3,401 $ 2,521

6 unchanged sentences

Real estate development assets are comprised primarily of land and land development costs and consist of the following (in thousands):

July 31, 2021 October 31, 2020

Retained Property - East Area I $ 13,011 $ 13,169

January 31, 2022 October 31, 2021

East Area I - Retained Property $ 13,343 $ 13,335

East Area II 9,470 9,493

$ 22,813 $ 22,828

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Real Estate Development (continued)

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.

On November 10, 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” or “Joint Venture”) as the development entity, contributed its East Area I property to LLCB and sold a 50 % interest in LLCB to Lewis for $ 20,000,000 .

The Company and the Joint Venture also entered into a Retained Property Development Agreement on the Transaction Date (the "Retained Property Agreement").

Under the terms of the Retained Property Agreement, the Joint Venture 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, subject to certain reimbursements by the Company.

The balance in Retained Property and East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 5,600,000 and $ 5,300,000 at July 31, 2021 and October 31, 2020, respectively, which is included in payables to related parties.

In January 2018, the Joint Venture entered into a $ 45,000,000 unsecured Line of Credit Loan Agreement and Promissory Note (the “Loan”) with Bank of America, N.A.

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 in LLCB 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, subject to certain reimbursements by the Company.

The balance in Retained Property and East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 5,771,000 at January 31, 2022 and October 31, 2021, which is included in payables to related parties.

In January 2018, LLCB entered into a $ 45,000,000 unsecured Line of Credit Loan Agreement and Promissory Note (the “Loan”) with Bank of America, N.A.

to fund early development activities.

The Loan originally was scheduled to mature in January 2020 and was extended to February 22, 2021.

In February 2021, this loan was extended to February 22, 2023 with an option to extend to February 22, 2024, subject to certain conditions.

The Loan, as modified and extended, matures February 22, 2023.

The interest rate on the Loan is LIBOR plus 2.85 % and is payable monthly.

The Loan contains certain customary default provisions and the Joint Venture may prepay any amounts outstanding under the Loan without penalty.

The Joint Venture had an outstanding balance of zero as of July 31, 2021.

In February 2018, certain principals from Lewis and by the Company guaranteed the obligations under the Loan.

The guarantee shall continue in effect until all of the Loan obligations are fully paid and the guarantors are jointly and severally liable for all Loan obligations in the event of default by the Joint Venture.

The Loan contains certain customary default provisions and LLCB may prepay any amounts outstanding under the Loan without penalty.

The joint venture had an outstanding balance of $ 4,900,000 as of January 31, 2022.

The Loan has a one year extension option through February 22, 2024 subject to terms and conditions as defined in the agreement, with the maximum borrowing amount reduced to $ 35,000,000 during the extension period.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Real Estate Development (continued)

East Area I, Retained Property and East Area II (continued)

In February 2018, the Company and certain principals from Lewis guaranteed the obligations under the Loan.

The guarantee shall continue in effect until all of the Loan obligations are fully paid and the guarantors are jointly and severally liable for all Loan obligations in the event of default by LLCB.

The $ 1,080,000 estimated value of the guarantee was recorded in the Company’s consolidated balance sheets and is included in other long-term liabilities with a corresponding value in equity in investments.

The extension had no impact on the Company's Loan guarantee value.

Additionally, a Reimbursement Agreement was executed between the Lewis guarantors and the Company, which provides for unpaid liabilities of the Joint Venture to be shared pro-rata by the Lewis guarantors and the Company in proportion to their percentage interest in the Joint Venture.

The Company made contributions to the Joint Venture of zero and $ 2,800,000 in the nine months ended July 31, 2021 and 2020, respectively.

Through July 31, 2021, the Joint Venture has closed the sales of the initial residential lots representing 556 residential units.

Additionally, a Reimbursement Agreement was executed between the Lewis guarantors and the Company, which provides for unpaid liabilities of LLCB to be shared pro-rata by the Lewis guarantors and the Company in proportion to their percentage interest in the joint venture.

Through January 31, 2022, the joint venture has closed the sales of the initial residential lots representing 586 residential units.

Other Real Estate Development Projects

The remaining real estate development parcel within the Templeton Santa Barbara, LLC project is described as Sevilla.

In the first quarter of fiscal year 2020, the Company entered into an agreement to sell its Sevilla property for $ 2,700,000 , which is expected to close in calendar year 2021.

In fiscal year 2020, the Company entered into an agreement to sell its Sevilla property for $ 2,700,000 , which is expected to close in the third quarter of fiscal year 2022.

After transaction and other costs, the Company expects to receive cash proceeds of approximately $ 2,550,000 and recognize an immaterial gain upon closing.

At July 31, 2021, the $ 2,543,000 carrying value of the property was classified as held for sale and included in prepaid expenses and other current assets.

At January 31, 2022 and October 31, 2021, the $ 2,543,000 carrying value of the property was classified as held for sale and included in prepaid expenses and other current assets.

During December 2017, the Company sold its Centennial property with a net book value of $ 2,983,000 for $ 3,250,000 .

The Company received cash and a $ 3,000,000 promissory note secured by the property for the balance of the purchase.

The promissory note was originally scheduled to mature in December 2019 but was extended to December 15, 2020 and the interest rate was reset to equal to the 6-month LIBOR plus 2.75 % on the outstanding principal balance of the note, interest only paid monthly on the first day of each month beginning January 1, 2020.

In September 2020, the promissory note was further extended to June 15, 2021 on the same terms and conditions upon making a principal paydown of $ 25,000 , which was paid in November 2020, with an option to further extend the maturity date of the promissory note to December 15, 2021 on the same terms and conditions and upon making an additional principal paydown of $ 25,000 .

The option was exercised and the extension payment was paid in May 2021.

At July 31, 2021, the net carrying value of the note was $ 2,600,000 and classified in prepaid expenses and other current assets.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

The promissory note was originally scheduled to mature in December 2019 but has been periodically extended with principal payments totaling $ 400,000 received through October 31, 2021.

In November 2021, the promissory note was further extended to June 30, 2022 upon making a principal paydown of $ 250,000 , which was paid in November 2021, and revising the interest rate to 4.00 % per annum, with an option to further extend the maturity date of the promissory note to September 30, 2022 upon making an additional principal paydown of $ 250,000 by May 31, 2022.

At January 31, 2022, the net carrying value of the note was $ 2,350,000 and classified in prepaid expenses and other current assets.

Equity in Investments

Equity in investments consist of the following (in thousands):

July 31, 2021 October 31, 2020

January 31, 2022 October 31, 2021

Limoneira Lewis Community Builders, LLC $ 60,216 $ 60,216

3 unchanged sentences

$ 64,123 $ 64,072

Amounts due from Rosales were $ 669,000 and $ 1,570,000 at January 31, 2022 and October 31, 2021, respectively, and are included in receivables/other from related parties.

Unconsolidated Significant Subsidiary

2 unchanged sentences

Summarized income statement information of an equity method investee is required in an interim report if either of the two tests exceed 20% in the interim periods presented.

During the year-to-date interim period for the nine months ended July 31, 2021, this threshold was met for the Company's equity investment in LLCB.

The following is unaudited summarized financial information for LLCB (in thousands):

Nine Months Ended

Revenues $ 36,684 $ 25,716

Cost of land sold 28,062 21,614

Operating expenses 634 848

Net income $ 7,988 $ 3,254

Net income attributable to Limoneira Company $ 3,944 $ 1,659

During the year-to-date interim periods for the three months ended January 31, 2022 and 2021, this threshold was not met for any of the Company's equity investments and thus summarized income statement information is not required in this Quarterly Report on Form 10-Q.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Goodwill and Intangible Assets, Net

3 unchanged sentences

Foreign currency translation adjustment 1

Balance as of July 31, 2021 $ 1,539

Balance at January 31, 2022 $ 1,528

Goodwill is tested for impairment on an annual basis or when an event or changes in circumstances indicate that its carrying value may not be recoverable.

There have been no impairment charges recorded against goodwill as of July 31, 2021.

During the nine months ended July 31, 2021, the Company acquired additional water rights in Chile for $ 186,000 .

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Goodwill and Intangible Assets, Net (continued)

Intangible assets consisted of the following as of July 31, 2021 and October 31, 2020 (in thousands):

July 31, 2021 October 31, 2020

There have been no impairment charges recorded against goodwill as of January 31, 2022.

Intangible assets consisted of the following (in thousands):

January 31, 2022 October 31, 2021

Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years

4 unchanged sentences

$ 10,237 $ ( 2,075 ) $ 8,162 $ 10,223 $ ( 1,894 ) $ 8,329

Amortization expense totaled $ 210,000 and $ 262,000 for the three months ended July 31, 2021 and 2020, respectively.

Amortization expense totaled $ 736,000 and $ 752,000 for the nine months ended July 31, 2021 and 2020, respectively.

Estimated future amortization expense of intangible assets as of July 31, 2021 are as follows (in thousands):

2021 (excluding the nine months ended July 31, 2021) $ 192

Amortization expense totaled $ 181,000 and $ 263,000 for the three months ended January 31, 2022 and 2021, respectively.

Estimated future amortization expense of intangible assets as of January 31, 2022 is as follows (in thousands):

2022 (excluding the three months ended January 31, 2022) $ 543

Thereafter 1,102

Investments in Mutual Water Companies

The Company’s investments in various not-for-profit mutual water companies provide the Company with the right to receive a proportionate share of water from each of the not-for-profit mutual water companies that have been invested in and do not constitute voting shares and/or rights.

Amounts included in other assets in the consolidated balance sheets as of July 31, 2021 and October 31, 2020 were $ 5,990,000 and $ 5,563,000 , respectively.

The Company’s investments in various not-for-profit mutual water companies provide it with the right to receive a proportionate share of water from each of the not-for-profit mutual water companies that have been invested in and do not constitute voting shares and/or rights.

As of January 31, 2022 and October 31, 2021, $ 6,454,000 and $ 5,994,000 , respectively, were included in other assets.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

July 31, 2021 October 31, 2020

January 31, 2022 October 31, 2021

Compensation $ 3,011 $ 2,112

Property taxes 202 676

Lemon and orange supplier payables — 1,346

Operating expenses 2,636 1,203

6 unchanged sentences

Long-term debt is comprised of the following (in thousands):

July 31, 2021 October 31, 2020

January 31, 2022 October 31, 2021

Farm Credit West revolving and non-revolving lines of credit:

the interest rate of the revolving line of credit is variable based on the one-month London Interbank Offered Rate (“LIBOR”), which was 0.10 % at July 31, 2021, plus 1.75 %.

the interest rate of the revolving line of credit is variable based on the one-month London Interbank Offered Rate (“LIBOR”), which was 0.10 % at January 31, 2022, plus 1.85 %.

The interest rate for the $ 40.0 million outstanding balance of the non-revolving line of credit is fixed at 4.77 % through July 1, 2022, 3.57 % through July 1, 2025 and variable thereafter.

1 unchanged sentence

$ 113,845 $ 111,293

Farm Credit West revolving equity line of credit:

the interest rate is variable based on the Lender's variable interest rate plan, which was 2.50 % at January 31, 2022.

The loan is payable in interest-only monthly payments through April 2023 and monthly principal and interest payments thereafter, through February 2043.

Farm Credit West term loan:

10 unchanged sentences

The loan is payable in monthly installments through March 2036.

Wells Fargo term loan:

the interest rate is fixed at 3.58 %.

The loan is payable in monthly installments through January 2023.

Farm Credit West term loan:

Effective August 2, 2021, the interest rate was fixed at 3.19 %.

The loan is payable in monthly installments through September 2026.

Banco de Chile term loan:

2 unchanged sentences

Note Payable:

the interest rate ranges from 5.00 % to 7.00 % and was 6.50 % at July 31, 2021.

the interest rate ranges from 5.00 % to 7.00 % and was 6.50 % at January 31, 2022.

The loan includes interest only monthly payments and principal is due in February 2023.

Banco de Chile COVID-19 loans:

The interest rates are fixed at 3.48 %.

The loans are payable in monthly installments through September 2024.

Banco de Chile COVID-19 loans:

The interest rates are fixed at 3.48 % and 4.26 %.

The loans are payable in monthly installments beginning February 2021 through September 2024.

The loans are payable in monthly installments through September 2026.

Subtotal 144,669 132,956

3 unchanged sentences

Long-term debt, less current portion $ 142,148 $ 130,353

In June 2021, the Company entered into a Master Loan Agreement (the “MLA”) with Farm Credit West, PCA (the “Lender”) dated June 1, 2021, together with a revolving credit facility supplement (the “Revolving Credit Supplement”), a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement,” and together with the Revolving Credit Supplement, the “Supplements”) and an agreement to convert to fixed interest rate ("Fixed Interest Rate Agreement").

In June 2021, the Company entered into a Master Loan Agreement (the “MLA”) with Farm Credit West, PCA (the "Lender") dated June 1, 2021, together with a revolving credit facility supplement (the “Revolving Credit Supplement”), a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement,” and together with the Revolving Credit Supplement, the “Supplements”) and an agreement to convert to fixed interest rate for a period of time as described in the table above ("Fixed Interest Rate Agreement").

The MLA governs the terms of the Supplements.

The MLA amends and restates the previous Master Loan Agreement between the Company and the Lender, dated June 19, 2017 and extends the principal repayment to July 1, 2026.

Debt financing costs related to the MLA agreement were immaterial.

In June 2020, the Company and Farm Credit West entered into a Conversion Agreement to convert the term loans noted above to fixed interest rate loans effective July 1, 2020.

No changes were made to the outstanding principal balances on the term loans and the Company made no cash repayments of principal.

The rates were subject to a prepayment restriction period for a portion of the fixed rate term that expired on January 1, 2021.

The Company may prepay any amounts without penalty.

In March 2020, the Company entered into a revolving equity line of credit promissory note and loan agreement with Farm Credit West for a $ 15,000,000 Revolving Equity Line of Credit (the "RELOC") secured by a first lien on the Windfall Investors, LLC property.

In March 2020, the Company entered into a revolving equity line of credit promissory note and loan agreement with the Lender for a $ 15,000,000 Revolving Equity Line of Credit (the "RELOC") secured by a first lien on the Windfall Investors, LLC property.

The RELOC matures in 2043 and features a 3 -year draw period followed by 20 years of fully amortized loan payments.

1 unchanged sentence

The Supplements and RELOC provide aggregate borrowing capacity of $ 130,000,000 comprised of $ 75,000,000 under the Revolving Credit Supplement, $ 40,000,000 under the Non-Revolving Credit Supplement and $ 15,000,000 under the RELOC.

The borrowing capacity based on collateral value was $ 130,000,000 at July 31, 2021, of which $ 28,198,000 was available to borrow.

For amounts outstanding under both Supplements interest will begin to be charged on the date the Lender disburses principal and will continue until the outstanding indebtedness under the Supplements is paid in full with interest.

LIMONEIRA COMPANY

1 unchanged sentence

Long-Term Debt (continued)

The initial interest rate in effect under the Revolving Credit Supplement was 1.69 % per annum, and was automatically adjusted commencing July 1, 2021 and on the first day of each month thereafter.

As of January 31, 2022 the Company's outstanding borrowings under the Supplements and RELOC were $ 123,775,000 and it had $ 6,225,000 available to borrow.

For amounts outstanding under both Supplements and RELOC, interest will begin to be charged on the date the Lender disburses principal and will continue until the outstanding indebtedness under the Supplements is paid in full with interest.

The interest rate in effect under the Revolving Credit Supplement automatically adjusted commencing July 1, 2021 and on the first day of each month thereafter.

The interest rate for any amount outstanding under the Revolving Credit Supplement will be based on the one-month LIBOR rate plus or minus an applicable margin.

3 unchanged sentences

The Company may prepay any amounts outstanding under the Revolving Credit Supplement without penalty.

The initial interest rate in effect under the Non-Revolving Credit Supplement is a fixed interest rate of 4.77 % per year and such rate shall continue for a period of one year and one month.

Pursuant to the Fixed Interest Rate Agreement, the Non-Revolving Credit Supplement will convert to a fixed interest rate of 3.57 % per year until July 1, 2025 (the “Fixed Rate Term”).

Thereafter, the interest rate will convert to a variable interest rate established by the Lender corresponding to the corresponding interest rate group.

Any amounts outstanding under the Non-Revolving Credit Supplement is due and payable in full on July 1, 2026.

The initial interest rate in effect under the Non-Revolving Credit Supplement was a fixed interest rate of 4.77 % through July 1, 2022 and then will convert to a fixed interest rate of 3.57 % per year until July 1, 2025 (the “Fixed Rate Term”).

Thereafter, the interest rate will convert to a variable interest rate established by the Lender corresponding to the applicable interest rate group.

Any amount outstanding under the Non-Revolving Credit Supplement is due and payable in full on July 1, 2026.

The Company may not prepay any amounts under the outstanding Non-Revolving Credit Supplement during the Fixed Rate Term.

Thereafter, the Company may prepay any amounts outstanding under the Non-Revolving Credit Supplement, provided that a fee equal to 0.50 % of the amount prepaid and any other cost or loss suffered by the Lender must be paid with any prepayment.

All indebtedness under the MLA and RELOC, including any indebtedness under the Supplements, is secured by a first lien on Company-owned stock or participation certificates, Company funds maintained with Lender, Lender’s unallocated surplus, and certain of the Company’s agricultural properties in Tulare and Ventura counties in California and certain of the Company’s building fixtures and improvements and investments in mutual water companies associated with the pledged agricultural properties.

The MLA includes customary default provisions that provide should an event of default occur, the Lender, at its option, may declare all or any portion of the indebtedness under the MLA to be immediately due and payable without demand, notice of non-payment, protest or prior recourse to collateral, and terminate or suspend the Company’s right to draw or request funds on any loan or line of credit.

The interest rate in effect under the RELOC is a variable interest rate established by the Lender corresponding to the applicable interest rate group, which was 2.50 % as of January 31, 2022.

The interest rate may be adjusted automatically under the provisions of the Lender's variable interest rate plan.

Any amount outstanding under the RELOC is due and payable in full on February 1, 2043.

The Company may prepay any amounts outstanding under the RELOC without penalty.

All indebtedness under the MLA and RELOC, including any indebtedness under the Supplements, is secured by a first lien on Company-owned stock or participation certificates, Company funds maintained with the Lender, the Lender’s unallocated surplus, and certain of the Company’s agricultural properties in Tulare and Ventura counties in California and certain of the Company’s building fixtures and improvements and investments in mutual water companies associated with the pledged agricultural properties.

The MLA includes customary default provisions that provide should an event of default occur, the Lender, at its option, may declare all or any portion of the indebtedness under the MLA to be immediately due and payable without demand, notice of nonpayment, protest or prior recourse to collateral, and terminate or suspend the Company’s right to draw or request funds on any loan or line of credit.

The MLA subjects the Company to affirmative and restrictive covenants including, among other customary covenants, financial reporting requirements, requirements to maintain and repair any collateral, restrictions on the sale of assets, restrictions on the use of proceeds, prohibitions on the incurrence of additional debt and restrictions on the purchase or sale of major assets of the Company’s business.

The Company is also subject to a covenant that it will maintain a debt service coverage ratio greater than or equal to 1.15 :1.00 measured at October 31, 2021, and greater than or equal to 1.25 :1 when measured at October 31, 2022, and annually thereafter.

In August 2021, the Lender modified the covenant to a minimum debt service coverage ratio greater than or equal to 1.0 :1.0 measured at October 31, 2021.

In August 2021, the Company entered into an equipment finance agreement (a "FCW term loan") with Lender in the amount of $ 2,508,000 and used the proceeds to payoff the Wells Fargo term loan.

The FCW term loan has a fixed interest rate of 3.19 % and is payable in monthly installments through September 2026.

There were no unamortized debt financing costs related to the Wells Fargo term loan and no capitalized financing costs related to the FCW term loan.

The Company is also subject to a financial covenant that requires it to maintain compliance with a specific debt service coverage ratio greater than or equal to 1.25 :1 when measured at October 31, 2022 and annually thereafter.

In December 2021, the Lender declared an annual cash patronage dividend of 1.25 % of average eligible loan balances.

The Company accrued the $ 1,575,000 dividend receivable in prepaid expenses and other current assets at January 31, 2022, which was received in the second quarter of fiscal year 2022.

In December 2020, Farm Credit West declared an annual cash patronage dividend of 1.50 % of average eligible loan balances.

The Company received $ 1,170,000 in February 2021.

The Company accrued the $ 1,170,000 dividend receivable in prepaid expenses and other current assets at January 31, 2021, which was received in the second quarter of fiscal year 2021.

Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress.

The Company capitalized interest of $ 353,000 and $ 353,000 during the three months ended July 31, 2021 and 2020, respectively, and $ 661,000 and $ 797,000 during the nine months ended July 31, 2021 and 2020, respectively.

The Company capitalized interest of zero during the three months ended January 31, 2022 and 2021, respectively.

Capitalized interest is included in property, plant and equipment and real estate development assets in the Company’s consolidated balance sheets.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Lessor Arrangements

2 unchanged sentences

All of the residential rentals have month to month lease terms.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Leases (continued)

Lessor Arrangements (continued)

The Company’s rental operations revenue consists of the following (in thousands):

Three Months Ended

July 31, Nine Months Ended

2021 2020 2021 2020

Operating lease revenue $ 1,118 $ 1,059

3 unchanged sentences

The Company enters into leasing transactions in which the Company is the lessee.

These lease contracts are typically classified as operating leases.

The Company’s lease contracts are generally for agricultural land and packinghouse equipment with remaining lease terms ranging from one to 17 years, with various term extensions available.

These lease contracts are classified as either operating or finance leases.

The Company’s lease contracts are generally for agricultural land and packinghouse and farming equipment with remaining lease terms ranging from one to 16 years, with various term extensions available.

The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants.

Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

As of July 31, 2021, there were no material finance leases for which the Company was a lessee.

Operating lease costs were $ 128,000 and $ 143,000 for the three months ended July 31, 2021 and 2020, respectively, and $ 406,000 and $ 417,000 for the nine months ended July 31, 2021 and 2020, respectively, which are primarily included in agribusiness costs and expenses in the Company’s consolidated statements of operations.

Variable and short term lease costs were immaterial.

Operating lease costs were $ 123,000 and $ 142,000 for the three months ended January 31, 2022 and 2021, respectively, which are primarily included in agribusiness costs and expenses in the Company’s consolidated statements of operations.

Finance lease costs and variable and short term lease costs were immaterial.

Supplemental balance sheet information related to leases consists of the following (in thousands):

Classification July 31, 2021 October 31, 2020

Classification January 31, 2022 October 31, 2021

Operating lease ROU assets Other assets $ 2,242 $ 2,041

Finance lease assets Other assets 2,116 1,142

Total lease assets $ 4,358 $ 3,183

Liabilities and Stockholders' Equity

Current operating lease liabilities Accrued liabilities and payables to related parties $ 471 $ 488

Current finance lease liabilities Accrued liabilities 473 249

Non-current operating lease liabilities Other long-term liabilities 1,799 1,648

Total operating lease liabilities $ 2,041 $ 2,131

Non-current finance lease liabilities Other long-term liabilities 1,612 884

Total lease liabilities $ 4,355 $ 3,269

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Leases (continued)

Lessee Arrangements (continued)

Supplemental cash flow information related to leases consists of the following (in thousands):

Three Months Ended

July 31, Nine Months Ended

2021 2020 2021 2020

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash outflows from operating leases $ 189 $ 189

Operating cash outflows from finance leases $ 12 $ —

Financing cash outflows from finance leases $ 69 $ —

ROU assets obtained in exchange for new operating lease liabilities $ 288 $ 271

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock.

Diluted net income (loss) per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of conversion of unvested, restricted stock and preferred stock.

The computations for basic and diluted net income (loss) per common share are as follows (in thousands, except per share amounts):

Leased assets obtained in exchange for new finance lease liabilities $ 1,020 $ —

Basic and Diluted Net Loss per Share

Basic net loss per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock.

Diluted net loss per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of unvested, restricted stock and conversion of preferred stock.

The computations for basic and diluted net loss per common share are as follows (in thousands, except per share amounts):

Three Months Ended

July 31, Nine Months Ended

2021 2020 2021 2020

Basic net income (loss) per common share:

Net income (loss) applicable to common stock $ 3,580 $ 2,184 $ 1,054 $ ( 9,377 )

Effect of unvested, restricted stock ( 15 ) ( 17 ) ( 50 ) ( 50 )

Net income (loss) for basic EPS 3,565 2,167 1,004 ( 9,427 )

Basic net loss per common share:

Net loss applicable to common stock $ ( 6,643 ) $ ( 4,333 )

Earnings allocated to unvested, restricted stock ( 13 ) ( 18 )

Net loss for basic EPS ( 6,656 ) ( 4,351 )

Weighted average common shares-basic 17,448 17,405

Basic net income (loss) per common share $ 0.20 $ 0.12 $ 0.06 $ ( 0.54 )

Diluted net income (loss) per common share:

Net income (loss) for diluted EPS $ 3,705 $ 2,309 $ 1,004 $ ( 9,427 )

Basic net loss per common share $ ( 0.38 ) $ ( 0.25 )

Diluted net loss per common share:

Net loss for basic EPS $ ( 6,656 ) $ ( 4,351 )

Effect of dilutive unvested, restricted stock and preferred stock — —

Net loss for diluted EPS ( 6,656 ) ( 4,351 )

Weighted average common shares–basic 17,448 17,405

1 unchanged sentence

Weighted average common shares–diluted 17,448 17,405

Diluted net income (loss) per common share $ 0.20 $ 0.12 $ 0.06 $ ( 0.54 )

Diluted earnings (losses) per common share are computed using the more dilutive method of either the two-class method or the treasury stock method.

Diluted net loss per common share $ ( 0.38 ) $ ( 0.25 )

Diluted net loss per common share is computed using the more dilutive method of either the two-class method or the treasury stock method.

Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share.

The Company’s unvested, restricted stock awards qualify as participating shares.

The Company excluded 147,000 and 225,000 , unvested, restricted shares, as calculated under the treasury stock method, from its computation of diluted earnings (losses) per share for the three months ended July 31, 2021 and 2020, respectively, and 146,000 and 187,000 for the nine months ended July 31, 2021 and 2020, respectively.

Diluted net loss per common share was calculated under the two-class method for the three months ended January 31, 2022.

The Company excluded 226,000 , unvested, restricted shares, as calculated under the treasury stock method, from its computation of diluted net loss per common share for the three months ended January 31, 2021.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions

The Company has transactions with various related-parties as summarized in the tables below (in thousands):

July 31, 2021 October 31, 2020

The Company has transactions with equity method investments and various related-parties summarized in Note 6 - Equity in Investments and in the tables below (in thousands):

January 31, 2022 October 31, 2021

Balance Sheet Balance Sheet

2 unchanged sentences

3 Cooperative association $ — $ — $ 83 $ — $ — $ — $ 19 $ —

4 Calavo $ 887 $ — $ — $ — $ — $ — $ — $ —

5 Cadiz / Fenner / WAM $ — $ 1,347 $ 369 $ 1,258 $ — $ 1,386 $ 273 $ 1,297

6 Colorado River Growers $ — $ — $ — $ — $ 81 $ — $ — $ —

8 FGF $ 4,171 $ 980 $ 1,300 $ — $ 4,598 $ 980 $ 832 $ —

1 unchanged sentence

11 Third party growers $ — $ — $ — $ — $ — $ — $ 41 $ —

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions (continued)

Three Months Ended July 31, 2021 Three Months Ended July 31, 2020

Consolidated Statement of Operations Consolidated Statement of Operations

Ref Related Party Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Dividends Paid Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Other Income, Net Dividends Paid

1 Employees $ — $ 204 $ — $ — $ — $ 195 $ — $ — $ —

2 Mutual water companies $ — $ — $ 274 $ — $ — $ — $ 211 $ — $ —

3 Cooperative association $ — $ — $ 652 $ — $ — $ — $ 353 $ — $ —

4 Calavo $ 4,036 $ 80 $ 408 $ 126 $ 4,724 $ 84 $ 23 $ — $ 126

5 Cadiz / Fenner / WAM $ — $ — $ 36 $ — $ — $ — $ 1 $ — $ —

8 FGF $ 710 $ — $ 1,761 $ — $ 9,926 $ — $ 10,508 $ — $ —

10 Freska $ 23 $ — $ — $ — $ — $ — $ — $ — $ —

11 Third party growers $ — $ — $ 16 $ — $ — $ — $ — $ — $ —

Nine Months Ended July 31, 2021 Nine Months Ended July 31, 2020

Three Months Ended January 31, 2022 Three Months Ended January 31, 2021

Consolidated Statement of Operations Consolidated Statement of Operations

Ref Related-Party Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Dividends Paid Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Dividends Paid

1 Employees $ — $ 211 $ — $ — $ — $ 198 $ — $ —

6 unchanged sentences

8 FGF $ 229 $ — $ 59 $ — $ 1,671 $ — $ 288 $ —

10 Freska $ 119 $ — $ 142 $ — $ — $ — $ — $ — $ —

11 Third party growers $ — $ — $ 132 $ — $ — $ — $ — $ — $ —

(1) Employees - The Company rents certain of its residential housing assets to employees on a month-to-month basis and recorded rental income from employees.

There were no rental payments due from employees at July 31, 2021 or October 31, 2020.

There were no rental payments due from employees at January 31, 2022 or October 31, 2021.

(2) Mutual water companies - The Company has representation on the boards of directors of the mutual water companies in which the Company has investments, refer to Note 8 - Other Assets.

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The Company purchased services and supplies from and had payments due to the cooperative association.

(4) Calavo - The Company had an investment in Calavo through March 2020 and has representation on the board of directors and Calavo has an investment in the Company.

The Company recorded dividend income on its investment in Calavo, paid dividends to Calavo and had avocado sales to Calavo.

Additionally, the Company leases office space to Calavo, purchased storage services from Calavo and had immaterial amounts due to Calavo for those services.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions (continued)

(4) Calavo - Through January 2022, the Company had representation on the board of directors of Calavo.

Calavo owns common stock of the Company and the Company pays dividends on such common stock to Calavo.

Additionally, the Company leases office space to Calavo.

(5) Cadiz / Fenner / WAM - A member of the Company’s board of directors serves as the CEO, President and a member of the board of directors of Cadiz, Inc.

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In 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”).

An entity affiliated with WAM is the holder of 9,300 shares of the Company's Series B-2 convertible preferred stock.

Upon the adoption of ASC 842, the Company recorded a ROU asset and corresponding lease liability.

An affiliate of WAM is the holder of 9,300 shares of the Company's Series B-2 convertible preferred stock.

Upon the adoption of ASC 842, the Company recorded a right-of-use, or ROU asset and corresponding lease liability.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions (continued)

(6) Colorado River Growers, Inc.

(“CRG”) - The Company has representation on the board of directors of CRG, a non-profit cooperative association of fruit growers engaged in the agricultural harvesting business in Yuma County, Arizona.

The Company paid harvest expense to CRG, provided harvest management and administrative services to CRG and had a receivable due from CRG for such services.

(“CRG”) - The Company had representation on the board of directors of CRG, a non-profit cooperative association of fruit growers engaged in the agricultural harvesting business in Yuma County, Arizona.

CRG was dissolved in August 2021.

The Company paid harvest expense to CRG and provided harvest management and administrative services to CRG.

(7) Yuma Mesa Irrigation and Drainage District (“YMIDD”) - The Company has representation on the board of directors of YMIDD.

The Company purchased water from YMIDD and had amounts payable to them for such purchases.

The Company purchased water from YMIDD and had immaterial amounts payable to them for such purchases.

(8) FGF - The Company advances funds to FGF for fruit purchases, which are recorded as an asset until the sales occur and the remaining proceeds become due to FGF.

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The Company had a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services.

Effective March 1, 2021, Trapani Fresh sells the lemons it grows to FGF, who packs, markets, and sells the fruit to its export customers.

Effective March 1, 2021, Trapani Fresh sells the lemons it grows to FGF, who packs, markets, and sells the fruit to its customers.

The Company also records revenue related to the licensing of intangible assets to FGF.

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(10) Freska - A member of the Company's board of directors is a majority shareholder of Freska Produce International, LLC ("Freska").

The Company had avocado sales to Freska and a corresponding receivable for such sales.

(11) Third party growers - A member of the Company's board of directors markets lemons through the Company and the Company had payments due to the member for such lemon procurement.

The effective tax rate for the nine months ended July 31, 2021 was higher than the federal statutory tax rate of 21% mainly due to foreign jurisdictions which are taxed at different rates, state taxes, and nondeductible tax items.

The Company has no material uncertain tax positions as of July 31, 2021.

The Company had no avocado sales to Freska during the three months ended January 31, 2022 or 2021.

(11) Third party growers - A member of the Company's board of directors markets lemons through the Company.

The Company had payments due to the member for such lemon procurement.

The effective tax rate for the three months ended January 31, 2022 was higher than the federal statutory tax rate of 21% mainly due to foreign jurisdictions which are taxed at different rates, state taxes, tax impact of stock-based compensation, and nondeductible tax items.

The Company has no material uncertain tax positions as of January 31, 2022.

The Company recognizes interest expense and penalties related to income tax matters as a component of income tax expense.

There was no accrued interest or penalties associated with uncertain tax positions as of July 31, 2021.

There was no accrued interest or penalties associated with uncertain tax positions as of January 31, 2022.

Retirement Plans

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Effective June 2004, the Company froze the Plan and no additional benefits accrued to participants subsequent to that date.

The Plan is funded consistent with the funding requirements of federal law and regulations.

There were no funding contributions during the nine months ended July 31, 2021 and 2020.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Retirement Plans (continued)

The components of net periodic pension cost for the Plan for the three and nine months ended July 31, 2021 and 2020 were as follows (in thousands):

The Plan is administered by Wells Fargo Bank and Mercer Human Resource Consulting.

In fiscal year 2021, the Company terminated the Plan effective December 31, 2021.

The Plan was funded consistent with the funding requirements of federal law and regulations.

There were no funding contributions during the three months ended January 31, 2022 and 2021.

Plan assets are invested in a group trust consisting primarily of pooled funds, mutual funds, short-term investment funds and cash.

The components of net periodic pension cost for the Plan for the three months ended January 31, 2022 and 2021 were as follows (in thousands):

Three Months Ended

July 31, Nine Months Ended

2021 2020 2021 2020

Administrative expenses $ 180 $ 69

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Net periodic benefit cost $ 293 $ 166

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Commitments and Contingencies

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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.

The Company is party to a lawsuit, initiated on March 27, 2018, against Southern California Edison in Superior Court of the State of California, County of Los Angeles whereby the Company is claiming unspecified damages, attorneys' fees and other costs, as a result from the Thomas Fire in fiscal year 2018.

While the outcome of this lawsuit is uncertain, the Company believes its claim for damages is valid.

Stock-based Compensation and Treasury Stock

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Certain restricted stock grants are made to management each December under the Stock Plan based on the achievement of certain annual financial performance and other criteria achieved during the previous fiscal year (“Performance Awards”).

The performance grants are based on a percentage of the employee’s base salary divided by the stock price on the grant date once the performance criteria has been met, and generally vest over a two-year period as service is provided.

There were no shares of common stock granted to management under the Stock Plan for fiscal year 2020 performance because the financial performance and other criteria were not met.

The Performance Awards are based on a percentage of the employee’s base salary divided by the stock price on the grant date once the performance criteria has been met, and generally vest over a two -year period as service is provided.

There were no Performance Awards granted for fiscal year 2021 because the financial performance and other criteria were not met.

Executive Awards

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These grants generally vest over a three to five -year period as service is provided.

During December 2020, the Company granted 95,000 shares of common stock with a per share price of $ 15.26 to key executives under the Stock Plan.

During December 2021, the Company granted 70,000 shares of common stock with a per share price of $ 14.96 to key executives under the Stock Plan, of which 15,000 shares were forfeited on February 1, 2022 pursuant to a key executive's severance agreement.

The related compensation expense of approximately $ 823,000 will be recognized equally over the next three years as the shares vest.

Director Awards

The Company issues shares of common stock to non-employee directors under the Stock Plan on an annual basis that vest upon grant (“Director Awards”).

During January 2021 and 2020, 27,815 and 17,841 shares, respectively, of common stock were granted as Director Awards.

The Company recognized $ 469,000 and $ 358,000 of stock-based compensation to non-employee directors during the nine months ended July 31, 2021 and 2020, respectively.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Stock-based Compensation and Treasury Stock (continued)

Stock-based Compensation (continued)

Director Awards (continued)

During the three months ended January 31, 2021 and 2020, members of management exchanged 46,993 and 11,314 shares, respectively, of common stock with fair values of $ 701,000 and $ 213,000 , respectively, at the date of the exchanges, for the payment of payroll taxes associated with the vesting of shares under the Company’s stock-based compensation programs.

On an annual basis, the Company generally issues shares of common stock that vest upon grant to non-employee directors under the Stock Plan (“Director Awards”).

During January 2021, 27,815 shares of common stock were granted as Director Awards.

The Company recognized $ 469,000 of stock-based compensation to non-employee directors during the three months ended January 31, 2021.

During the three months ended January 31, 2022 and 2021, respectively, members of management exchanged 55,362 and 46,993 shares of common stock with fair values of $ 900,000 and $ 701,000 , at the date of the exchanges, for the payment of payroll taxes associated with the vesting of shares under the Company’s stock-based compensation programs.

Treasury Stock

Share Repurchase Program

On March 12, 2020, the Board of Directors of the Company approved a share repurchase program authorizing the Company to repurchase up to $ 10,000,000 of its outstanding shares of common stock through March 2021.

During fiscal year 2020, the Company repurchased 250,977 shares under the share repurchase program for approximately $ 3,493,000 .

This program expired in March 2021.

In fiscal year 2021, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $ 10,000,000 of its outstanding shares of common stock through September 2022;

no shares have been repurchased under this program.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information

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The reportable operating segments of the Company are strategic business units with different products and services, distribution processes and customer bases.

The fresh lemons segment includes sales, farming and harvesting expenses and third-party grower costs relative to fresh lemons.

The fresh lemons segment includes sales, farming and harvesting expenses and third-party grower and supplier costs relative to fresh lemons.

The lemon packing segment includes packing revenues and shipping and handling revenues relative to lemon packing.

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The other agribusiness segment includes sales, farming and harvest costs of oranges, specialty citrus and other crops.

Revenues related to rental operations are included in “Corporate and Other.” Other agribusiness revenues consisted of oranges of $ 1,981,000 and $ 4,476,000 and specialty citrus and other crops of $ 1,065,000 and $ 4,089,000 for the three and nine months ended July 31, 2021, respectively.

Other agribusiness revenues consisted of oranges of $ 2,232,000 and $ 7,171,000 and specialty citrus and other crops of $ 788,000 and $ 3,832,000 for the three and nine months ended July 31, 2020, respectively.

Revenues related to rental operations are included in “Corporate and Other.” Other agribusiness revenues consisted of oranges of $ 873,000 and specialty citrus and other crops of $ 876,000 for the three months ended January 31, 2022.

Other agribusiness revenues consisted of oranges of $ 1,091,000 and specialty citrus and other crops of $ 1,849,000 for the three months ended January 31, 2021.

The Company does not separately allocate depreciation and amortization to its fresh lemons, lemon packing, avocados and other agribusiness segments.

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The Company does not allocate selling, general and administrative expense, total other income (expense) and income taxes, or specifically identify them to its operating segments.

The Company earns packing revenue for packing lemons grown on its orchards and lemons procured from third-party growers.

The Company earns packing revenue for packing lemons grown on its orchards and lemons procured from third-party growers and suppliers.

Intersegment revenues represent packing revenues related to lemons grown on the Company’s orchards.

Segment information for the three months ended July 31, 2021 (in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 36,295 $ 4,540 $ — $ 4,073 $ 3,046 $ 47,954 $ 1,171 $ 49,125

Intersegment revenue — 7,192 ( 7,192 ) — — — — —

Total net revenues 36,295 11,732 ( 7,192 ) 4,073 3,046 47,954 1,171 49,125

Costs and expenses 31,846 9,279 ( 7,192 ) 2,708 1,956 38,597 4,717 43,314

Depreciation and amortization — — — — — 2,094 343 2,437

Operating income (loss) $ 4,449 $ 2,453 $ — $ 1,365 $ 1,090 $ 7,263 $ ( 3,889 ) $ 3,374

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information (continued)

Segment information for the three months ended July 31, 2020 (in thousands):

Segment information for the three months ended January 31, 2022 (in thousands):

Packing Eliminations

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Operating (loss) income $ ( 2,561 ) $ 2,001 $ — $ 445 $ ( 861 ) $ ( 3,161 ) $ ( 6,397 ) $ ( 9,558 )

Segment information for the nine months ended July 31, 2021 (in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 98,195 $ 15,540 $ — $ 6,780 $ 8,565 $ 129,080 $ 3,452 $ 132,532

Intersegment revenue — 23,159 ( 23,159 ) — — — — —

Total net revenues 98,195 38,699 ( 23,159 ) 6,780 8,565 129,080 3,452 132,532

Costs and expenses 89,982 29,684 ( 23,159 ) 4,141 6,832 107,480 17,444 124,924

Depreciation and amortization — — — — — 6,591 899 7,490

Operating income (loss) $ 8,213 $ 9,015 $ — $ 2,639 $ 1,733 $ 15,009 $ ( 14,891 ) $ 118

Segment information for the nine months ended July 31, 2020 (in thousands):

Segment information for the three months ended January 31, 2021 (in thousands):

Packing Eliminations

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Subsequent Events

The Company has evaluated events subsequent to July 31, 2021 through the date of this filing, to assess the need for potential recognition or disclosure in this Quarterly Report on Form 10-Q.

The Company has evaluated events subsequent to January 31, 2022 through the date of this filing, to assess the need for potential recognition or disclosure in this Quarterly Report on Form 10-Q.

Based upon this evaluation, except as described in the notes to the interim consolidated financial statements, it was determined that no other subsequent events occurred that require recognition or disclosure in the unaudited consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements