What changed in this filing

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Item 1. Financial Statements

2022-06-07 compared with 2022-03-10 · 262 added, 163 removed, 505 unchanged (46% of the section changed)

3 unchanged sentences

($ in thousands, except share amounts)

January 31, 2022 October 31, 2021

April 30, 2022 October 31, 2021

Current assets:

27 unchanged sentences

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

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

14,790 shares issued and outstanding at April 30, 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 January 31, 2022 and October 31, 2021) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

9,300 shares issued and outstanding at April 30, 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 January 31, 2022 and October 31, 2021)

zero issued or outstanding at April 30, 2022 and October 31, 2021)

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

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)

17,972,528 and 17,936,377 shares issued and 17,721,551 and 17,685,400 shares outstanding at April 30, 2022 and October 31, 2021, respectively)

Additional paid-in capital 164,253 163,965

1 unchanged sentence

Accumulated other comprehensive loss ( 6,539 ) ( 5,733 )

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

Treasury stock, at cost, 250,977 shares at April 30, 2022 and October 31, 2021

( 3,493 ) ( 3,493 )

7 unchanged sentences

Three Months Ended

April 30, Six Months Ended

2022 2021 2022 2021

Net revenues:

5 unchanged sentences

Other operations 1,093 1,090 2,167 2,172

Gain on disposal of assets ( 85 ) —

Loss on disposal of assets, net 346 — 261 —

Selling, general and administrative 5,126 5,216 11,725 11,111

Total costs and expenses 44,164 42,748 92,996 86,663

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

Other income:

Operating income (loss) 2,586 2,384 ( 6,972 ) ( 3,256 )

Other (expense) income:

Interest income 27 25 48 68

1 unchanged sentence

Equity in earnings of investments, net 299 643 350 1,009

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 )

Other income, net 78 57 93 51

Total other (expense) income ( 292 ) 103 10 640

Income (loss) before income tax (expense) benefit 2,294 2,487 ( 6,962 ) ( 2,616 )

Income tax (expense) benefit ( 722 ) ( 974 ) 1,928 213

Net income (loss) 1,572 1,513 ( 5,034 ) ( 2,403 )

Net (income) loss attributable to noncontrolling interest ( 11 ) 420 77 128

Net income (loss) attributable to Limoneira Company 1,561 1,933 ( 4,957 ) ( 2,275 )

Preferred dividends ( 126 ) ( 126 ) ( 251 ) ( 251 )

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 )

Net income (loss) attributable to common stock $ 1,435 $ 1,807 $ ( 5,208 ) $ ( 2,526 )

Basic net income (loss) per common share $ 0.08 $ 0.10 $ ( 0.30 ) $ ( 0.15 )

Diluted net income (loss) per common share $ 0.08 $ 0.10 $ ( 0.30 ) $ ( 0.15 )

Weighted-average common shares outstanding-basic 17,511,000 17,461,000 17,461,000 17,429,000

2 unchanged sentences

LIMONEIRA COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands)

Three Months Ended January 31,

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

Other comprehensive income, net of tax:

Three Months Ended

April 30, Six Months Ended

2022 2021 2022 2021

Net income (loss) $ 1,572 $ 1,513 $ ( 5,034 ) $ ( 2,403 )

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments ( 1,006 ) 577 ( 951 ) 1,372

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 )

Minimum pension liability adjustment, net of tax of $ 27 , $ 50 , $ 54 and $ 100 for the three and six months ended April 30, 2022 and 2021, respectively.

73 134 145 268

Total other comprehensive (loss) income, net of tax ( 933 ) 711 ( 806 ) 1,640

Comprehensive income (loss) 639 2,224 ( 5,840 ) ( 763 )

Comprehensive (income) loss attributable to noncontrolling interest ( 5 ) 403 81 72

Comprehensive income (loss) attributable to Limoneira Company $ 634 $ 2,627 $ ( 5,759 ) $ ( 691 )

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

7 unchanged sentences

Preferred Series B-2

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

Shares Amount Capital Earnings Loss Stock Interest Equity Stock Stock

Balance at October 31, 2021 17,685,400 $ 179 $ 163,965 $ 21,552 $ ( 5,733 ) $ ( 3,493 ) $ 11,965 $ 188,435 $ 1,479 $ 9,331

10 unchanged sentences

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)

— — — ( 1,325 ) — — — ( 1,325 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 33 ) — — — ( 33 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation 34,231 — 378 — — — — 378 — —

Exchange of common stock ( 12,718 ) — ( 186 ) — — — — ( 186 ) — —

Net income — — — 1,561 — — 11 1,572 — —

Other comprehensive loss, net of tax — — — — ( 933 ) — ( 6 ) ( 939 ) — —

Balance at April 30, 2022 17,721,551 $ 180 $ 164,253 $ 13,691 $ ( 6,539 ) $ ( 3,493 ) $ 11,884 $ 179,976 $ 1,479 $ 9,331

Stockholders' Equity Temporary Equity

3 unchanged sentences

Preferred Series B-2

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

Shares Amount Capital Earnings Loss 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

10 unchanged sentences

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

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

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

2 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Operating activities

Net loss $ ( 5,034 ) $ ( 2,403 )

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

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

Depreciation and amortization 4,963 5,053

Gain on disposal of assets ( 85 ) —

Loss (gain) on disposal of assets, net 261 ( 16 )

Stock compensation expense 1,375 1,637

1 unchanged sentence

Equity in earnings of investments, net ( 350 ) ( 1,009 )

Cash distributions from equity investments 132 —

Deferred income taxes ( 1,928 ) ( 213 )

9 unchanged sentences

Other long-term liabilities ( 167 ) ( 257 )

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

Net cash (used in) provided by operating activities ( 1,160 ) 4,643

Investing activities

1 unchanged sentence

Net proceeds from sale of assets 1,121 83

Collection on loan and note receivable 250 25

Collection on note receivable 2,600 25

Investments in mutual water companies and water rights ( 40 ) ( 200 )

15 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Supplemental disclosures of cash flow information

26 unchanged sentences

Summary of Significant Accounting Policies

Comprehensive Loss

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

Comprehensive Income (Loss)

Comprehensive income (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 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,

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

Three Months Ended April 30,

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

2 unchanged sentences

Other comprehensive gain before reclassifications 100 ( 27 ) 73 184 ( 50 ) 134

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

Other comprehensive (loss) income $ ( 906 ) $ ( 27 ) $ ( 933 ) $ 761 $ ( 50 ) $ 711

LIMONEIRA COMPANY

1 unchanged sentence

Summary of Significant Accounting Policies (continued)

Comprehensive Loss (continued)

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

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

Comprehensive Income (Loss) (continued)

Six Months Ended April 30,

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

Foreign currency translation adjustments $ ( 951 ) $ — $ ( 951 ) $ 1,372 $ — $ 1,372

Minimum pension liability adjustments:

Other comprehensive gain before reclassifications 199 ( 54 ) 145 368 ( 100 ) 268

Other comprehensive (loss) income $ ( 752 ) $ ( 54 ) $ ( 806 ) $ 1,740 $ ( 100 ) $ 1,640

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

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

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

Other comprehensive income 55 72 127

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

Other comprehensive (loss) income ( 951 ) 145 ( 806 )

Balance at April 30, 2022 $ ( 4,705 ) $ ( 1,834 ) $ ( 6,539 )

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

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

Other comprehensive income 1,372 268 1,640

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

Balance at April 30, 2021 $ ( 1,697 ) $ ( 4,211 ) $ ( 5,908 )

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 Company also expects COVID-19 to impact 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.

1 unchanged sentence

Recent Accounting Pronouncements

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):

Financial Accounting Standards Board ("FASB") Accounting Standards Update ("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):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

6 unchanged sentences

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

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.

Two customers represented 13 % and 11 % of revenue, respectively, for the six months ended April 30, 2022.

One individual customer represented 11 % of revenues for the six months ended April 30, 2021.

One individual customer represented 11 % of accounts receivable, net as of April 30, 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 (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.

Lemons procured from third-party growers were 51 % and 50 % of the Company's lemon supply for the three months ended April 30, 2022 and 2021, respectively, and were 54 % and 49 % of the Company's lemon supply for the six months ended April 30, 2022 and 2021, respectively.

One third-party grower was 13 % and 19 % of the lemon supply for the six months ended April 30, 2022 and 2021, respectively.

During the three months ended April 30, 2022 and 2021, the Company had approximately $ 2,503,000 and $ 950,000 , respectively, of total sales in Chile by Fruticola Pan de Azucar S.A.

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

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.

During the six months ended April 30, 2022 and 2021, the Company had approximately $ 2,711,000 and $ 1,977,000 , respectively, of total sales in Chile by PDA and San Pablo.

In March 2022, the Company signed an agreement to lease Finca Santa Clara, its 1,200 -acre lemon ranch in Argentina, to FGF Trapani ("FGF"), its 49 % partner in Trapani Fresh Consorcio de Cooperacion ("Trapani Fresh").

The lease is retroactive beginning November 1, 2021, with a term of 14 months at a fixed sum of $ 400,000 , payable in five equal, monthly installments beginning August 2022 until December 2022.

During the three and six months ended April 30, 2022, the Company had approximately $ 171,000 of lease income by Trapani Fresh included in other operations revenue.

During the three and six months ended April 30, 2021, the Company had approximately $ 884,000 and $ 2,555,000 , respectively, of total agribusiness sales in Argentina by Trapani Fresh.

Aggregate foreign exchange transaction losses realized for our foreign subsidiaries was approximately $ 107,000 and $ 551,000 for the six months ended April 30, 2022 and 2021, respectively, and were included in selling, general and administrative expenses in the consolidated statements of operations.

Prepaid Expenses and Other Current Assets

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

January 31, 2022 October 31, 2021

April 30, 2022 October 31, 2021

Prepaid supplies and insurance $ 3,030 $ 2,521

2 unchanged sentences

Sales tax receivable 477 909

Lemon supplier advances and other 4,214 2,298

Lemon supplier advances 3,073 676

Other 1,525 1,622

$ 10,648 $ 10,709

1 unchanged sentence

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

January 31, 2022 October 31, 2021

April 30, 2022 October 31, 2021

East Area I - Retained Property $ 13,511 $ 13,335

1 unchanged sentence

$ 23,049 $ 22,828

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Real Estate Development (continued)

East Area I, Retained Property and East Area II

4 unchanged sentences

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.

The balance in Retained Property and East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 5,771,000 at April 30, 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.

3 unchanged sentences

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 joint venture had an outstanding balance of $ 1,000,000 as of April 30, 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.

1 unchanged sentence

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.

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.

Through April 30, 2022, LLCB has closed sales of 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 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.

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 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 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 .

At April 30, 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.

In 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 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.

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

In April 2022, the $ 2,350,000 net carrying value of the promissory note was paid in full and the deferred gain of $ 161,000 was recognized in the second quarter of fiscal year 2022.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Equity in Investments

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

January 31, 2022 October 31, 2021

April 30, 2022 October 31, 2021

Limoneira Lewis Community Builders, LLC $ 60,479 $ 60,216

3 unchanged sentences

$ 64,290 $ 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.

Net amounts due (to) from Rosales were $( 23,000 ) and $ 1,570,000 at April 30, 2022 and October 31, 2021, respectively, and are included in receivables/other from related parties and payables to 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 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)

During the year-to-date interim period for the six months ended April 30, 2021, this threshold was met for the Company's equity investment in LLCB.

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

Six Months Ended

Revenues $ 865 $ 19,827

Cost of land sold — 15,336

Operating expenses 435 467

Net income $ 430 $ 4,024

Net income attributable to Limoneira Company $ 287 $ 2,005

Goodwill and Intangible Assets, Net

3 unchanged sentences

Foreign currency translation adjustment ( 7 )

Balance at January 31, 2022 $ 1,528

Balance at April 30, 2022 $ 1,520

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 January 31, 2022.

There have been no impairment charges recorded against goodwill as of April 30, 2022.

During the six months ended April 30, 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 (in thousands):

January 31, 2022 October 31, 2021

April 30, 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

$ 10,128 $ ( 2,255 ) $ 7,873 $ 10,223 $ ( 1,894 ) $ 8,329

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

Amortization expense totaled $ 180,000 and $ 263,000 for the three months ended April 30, 2022 and 2021, respectively.

Amortization expense totaled $ 361,000 and $ 526,000 for the six months ended April 30, 2022 and 2021, respectively.

Estimated future amortization expense of intangible assets as of April 30, 2022 is as follows (in thousands):

2022 (excluding the six months ended April 30, 2022) $ 362

Thereafter 1,103

1 unchanged sentence

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.

As of April 30, 2022 and October 31, 2021, $ 6,484,000 and $ 5,994,000 , respectively, were included in other assets.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

January 31, 2022 October 31, 2021

April 30, 2022 October 31, 2021

Compensation $ 2,392 $ 2,112

8 unchanged sentences

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

January 31, 2022 October 31, 2021

April 30, 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 January 31, 2022, plus 1.85 %.

the interest rate of the revolving line of credit is variable based on the one-month London Interbank Offered Rate (“LIBOR”), which was 0.45 % at April 30, 2022, plus 1.75 %.

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.

2 unchanged sentences

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 interest rate is variable based on the Lender's variable interest rate plan, which was 2.75 % at April 30, 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:

Effective July 1, 2020, the interest rate was fixed at 2.48 %.

The interest rate is fixed at 2.48 %.

The loan is payable in quarterly installments through November 2022.

Farm Credit West term loan:

Effective July 1, 2020, the interest rate was fixed at 3.24 %.

The interest rate is fixed at 3.24 %.

The loan is payable in monthly installments through October 2035.

Farm Credit West term loan:

Effective July 1, 2020, the interest rate was fixed at 3.24 %.

The interest rate is fixed at 3.24 %.

The loan is payable in monthly installments through March 2036.

Farm Credit West term loan:

Effective July 1, 2020 the interest rate was fixed at 2.77 % until July 1, 2025, becoming variable for the remainder of the loan.

The interest rate is fixed at 2.77 % until July 1, 2025, becoming variable for the remainder of the loan.

The loan is payable in monthly installments through March 2036.

6 unchanged sentences

Note Payable:

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

the interest rate ranges from 5.00 % to 7.00 % and was 7.00 % at April 30, 2022.

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

15 unchanged sentences

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

The interest rate is variable with monthly interest-only payments during the 3 -year draw period and monthly principal and interest payments thereafter.

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.

As of April 30, 2022, the Company's outstanding borrowings under the Supplements and RELOC were $ 119,102,000 and it had $ 10,898,000 available to borrow.

LIMONEIRA COMPANY

1 unchanged sentence

Long-Term Debt (continued)

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.

2 unchanged sentences

On July 1, 2022, and on each one-year anniversary thereafter, the Company has the option to convert the interest rate in use under the Revolving Credit Supplement from the preceding LIBOR-based calculation to a variable interest rate.

Any amounts outstanding under the Revolving Credit Supplement will be due and payable in full on July 1, 2026.

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 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”).

The initial interest rate in effect under the Non-Revolving Credit Supplement is 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.

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 in effect under the RELOC is a variable interest rate established by the Lender corresponding to the applicable interest rate group, which was 2.75 % as of April 30, 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.

3 unchanged sentences

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 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.

In December 2021, the Lender declared an annual cash patronage dividend of 1.25 % of average eligible loan balances and the Company received the aggregate of $ 1,582,000 in March and April 2022.

In December 2020, Farm Credit West declared an annual cash patronage dividend of 1.50 % of average eligible loan balances and the Company received $ 1,170,000 in February 2021.

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

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

The Company capitalized interest of zero and $ 308,000 during the three months ended April 30, 2022 and 2021, respectively, and zero and $ 308,000 during the six months ended April 30, 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

April 30, Six Months Ended

2022 2021 2022 2021

Operating lease revenue $ 1,295 $ 1,070 $ 2,413 $ 2,129

7 unchanged sentences

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.

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.

Operating lease costs were $ 135,000 and $ 136,000 for the three months ended April 30, 2022 and 2021, respectively, and $ 258,000 and $ 278,000 for the six months ended April 30, 2022 and 2021, respectively, which are primarily included in agribusiness costs and expenses in the Company’s consolidated statements of operations.

Finance lease costs were $ 98,000 and zero for the three months ended April 30, 2022 and 2021, respectively, and $ 156,000 and zero for the six months ended April 30, 2022 and 2021, 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.

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

Classification January 31, 2022 October 31, 2021

Classification April 30, 2022 October 31, 2021

Operating lease ROU assets Other assets $ 2,177 $ 2,041

13 unchanged sentences

Three Months Ended

April 30, Six Months Ended

2022 2021 2022 2021

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

4 unchanged sentences

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.

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 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

Basic net loss per common share:

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

April 30, Six Months Ended

2022 2021 2022 2021

Basic net income (loss) per common share:

Net income (loss) applicable to common stock $ 1,435 $ 1,807 $ ( 5,208 ) $ ( 2,526 )

Earnings allocated to unvested, restricted stock ( 15 ) ( 17 ) ( 29 ) ( 35 )

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

Net income (loss) for basic EPS 1,420 1,790 ( 5,237 ) ( 2,561 )

Weighted average common shares-basic 17,511 17,461 17,461 17,429

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 )

Basic net income (loss) per common share $ 0.08 $ 0.10 $ ( 0.30 ) $ ( 0.15 )

Diluted net income (loss) per common share:

Net income (loss) for basic EPS $ 1,420 $ 1,790 $ ( 5,237 ) $ ( 2,561 )

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

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

Net income (loss) for diluted EPS $ 1,420 $ 1,790 ( 5,237 ) ( 2,561 )

Weighted average common shares–basic 17,511 17,461 17,461 17,429

1 unchanged sentence

Weighted average common shares–diluted 17,511 17,461 17,461 17,429

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.

Diluted net income (loss) per common share $ 0.08 $ 0.10 $ ( 0.30 ) $ ( 0.15 )

Diluted net income (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.

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.

Diluted net loss per common share was calculated under the two-class method for the three and six months ended April 30, 2022.

The Company excluded 178,000 , 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 April 30, 2021 and 185,000 for the six months ended April 30, 2021.

LIMONEIRA COMPANY

2 unchanged sentences

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

April 30, 2022 October 31, 2021

Balance Sheet Balance Sheet

6 unchanged sentences

11 Third-party growers $ — $ — $ 55 $ — $ — $ — $ 41 $ —

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

Three Months Ended April 30, 2022 Three Months Ended April 30, 2021

Consolidated Statement of Operations Consolidated Statement of Operations

5 unchanged sentences

5 Cadiz / Fenner / WAM $ — $ — $ 472 $ — $ — $ — $ 85 $ —

7 YMIDD $ — $ — $ 62 $ — $ — $ — $ 53 $ —

8 FGF $ 83 $ 171 $ — $ — $ 884 $ — $ 970 $ —

10 Freska $ — $ — $ — $ — $ 96 $ — $ 142 $ —

11 Third-party growers $ 104 $ — $ — $ — $ — $ — $ 116 $ —

Six Months Ended April 30, 2022 Six Months Ended April 30, 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 $ — $ 430 $ — $ — $ — $ 404 $ — $ —

2 Mutual water companies $ — $ — $ 494 $ — $ — $ — $ 605 $ —

3 Cooperative association $ — $ — $ 784 $ — $ — $ — $ 526 $ —

4 Calavo $ — $ 80 $ 2 $ 126 $ 2,553 $ 157 $ 280 $ 252

5 Cadiz / Fenner / WAM $ — $ — $ 1,189 $ — $ — $ — $ 235 $ —

6 Colorado River Growers $ — $ — $ — $ — $ 157 $ — $ 2,772 $ —

1 unchanged sentence

8 FGF $ 165 $ 171 $ — $ — $ 2,555 $ — $ 1,228 $ —

10 Freska $ — $ — $ — $ — $ 96 $ — $ 142 $ —

11 Third-party growers $ 104 $ — $ 12 $ — $ — $ — $ 116 $ —

(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 January 31, 2022 or October 31, 2021.

There were no rental payments due from employees at April 30, 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.

The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related Party Transactions (continued)

(3) Cooperative association - The Company has representation on the board of directors of a non-profit cooperative association that provides pest control services for the agricultural industry.

3 unchanged sentences

Additionally, the Company leases office space to Calavo.

As of February 2022, Calavo is no longer a related party.

(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.

4 unchanged sentences

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.

7 unchanged sentences

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 customers.

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

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

Effective November 1, 2021, the Company leases Finca Santa Clara to FGF and records rental revenue related to the leased land.

(9) LLCB - Refer to Note 5 - Real Estate Development.

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

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

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

(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 effective tax rate for the six months ended April 30, 2022 was higher than the federal statutory tax rate of 21% mainly due to foreign jurisdictions that 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 April 30, 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 January 31, 2022.

There was no accrued interest or penalties associated with uncertain tax positions as of April 30, 2022.

Retirement Plans

4 unchanged sentences

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Retirement Plans (continued)

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.

There were no funding contributions during the six months ended April 30, 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):

The components of net periodic pension cost for the Plan for the three and six months ended April 30, 2022 and 2021 were as follows (in thousands):

Three Months Ended

April 30, Six Months Ended

2022 2021 2022 2021

Administrative expenses $ 179 $ 69 $ 359 $ 138

4 unchanged sentences

Net periodic benefit cost $ 292 $ 166 $ 585 $ 331

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Commitments and Contingencies

14 unchanged sentences

Certain restricted stock grants are made to key executives under the Stock Plan (“Executive Awards”).

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

Executive awards generally vest over a three to five-year period as service is provided.

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.

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Stock-based Compensation and Treasury Stock (continued)

Stock-based Compensation (continued)

Director Awards

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.

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

During March 2022, 46,279 shares of common stock were granted as Director Awards, which vest over a one-year period from date of grant.

The related stock-based compensation of approximately $ 627,000 will be recognized equally over the next year as the shares vest.

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

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

During the six months ended April 30, 2022 and 2021, members of management exchanged 68,080 and 46,993 shares of common stock with fair values of $ 1,086,000 and $ 701,000 , respectively, at the date of the exchanges, for the payment of payroll taxes associated with the vesting of shares under the Stock Plan.

Treasury Stock

2 unchanged sentences

No shares have been repurchased under this program.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information

9 unchanged sentences

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 $ 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.

Revenues related to rental operations are included in “Corporate and Other.” Other agribusiness revenues consisted of oranges of $ 2,617,000 and $ 3,490,000 and specialty citrus and other crops of $ 1,441,000 and $ 2,317,000 for the three and six months ended April 30, 2022, respectively.

Other agribusiness revenues consisted of oranges of $ 1,404,000 and $ 2,495,000 and specialty citrus and other crops of $ 1,175,000 and $ 3,024,000 for the three and six months ended April 30, 2021, respectively.

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

4 unchanged sentences

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

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information (continued)

Segment information for the three months ended April 30, 2022 (in thousands):

Packing Eliminations

8 unchanged sentences

Depreciation and amortization — — — — — 2,187 296 2,483

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

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

Operating income (loss) $ 3,770 $ 4,454 $ — $ 1,503 $ 230 $ 7,770 $ ( 5,184 ) $ 2,586

Segment information for the three months ended April 30, 2021 (in thousands):

Packing Eliminations

8 unchanged sentences

Depreciation and amortization — — — — — 2,285 267 2,552

Operating (loss) income $ ( 207 ) $ 2,051 $ — $ — $ 567 $ 199 $ ( 5,839 ) $ ( 5,640 )

Operating income (loss) $ 3,971 $ 4,511 $ — $ 1,274 $ 76 $ 7,547 $ ( 5,163 ) $ 2,384

Segment information for the six months ended April 30, 2022 in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 60,592 $ 12,711 $ — $ 4,342 $ 5,807 $ 83,452 $ 2,572 $ 86,024

Intersegment revenue — 15,962 ( 15,962 ) — — — — —

Total net revenues 60,592 28,673 ( 15,962 ) 4,342 5,807 83,452 2,572 86,024

Costs and expenses 59,383 22,218 ( 15,962 ) 2,394 6,438 74,471 13,562 88,033

Depreciation and amortization — — — — — 4,372 591 4,963

Operating income (loss) $ 1,209 $ 6,455 $ — $ 1,948 $ ( 631 ) $ 4,609 $ ( 11,581 ) $ ( 6,972 )

Segment information for the six months ended April 30, 2021 in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 61,900 $ 11,000 $ — $ 2,707 $ 5,519 $ 81,126 $ 2,281 $ 83,407

Intersegment revenue — 15,967 ( 15,967 ) — — — — —

Total net revenues 61,900 26,967 ( 15,967 ) 2,707 5,519 81,126 2,281 83,407

Costs and expenses 58,136 20,405 ( 15,967 ) 1,433 4,876 68,883 12,727 81,610

Depreciation and amortization — — — — — 4,497 556 5,053

Operating income (loss) $ 3,764 $ 6,562 $ — $ 1,274 $ 643 $ 7,746 $ ( 11,002 ) $ ( 3,256 )

Subsequent Events

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.

The Company has evaluated events subsequent to April 30, 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