3 unchanged sentences
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.
−Removed: Remediation of Material Weakness.
−Removed: As previously disclosed in our Annual Report for the fiscal year ended October 31, 2020, although there were no material errors that resulted from control deficiencies, we identified a material weakness in our internal control over financial reporting related to the inadequate design and operating effectiveness of certain controls in the areas of journal entries and agribusiness revenues and expenses related to an acquired foreign subsidiary in the first year the subsidiary was included in management’s evaluation of the effectiveness of the Company’s internal control over financial reporting.
−Removed: We have remediated this material weakness by implementing new policies and procedures to enhance (a) the design of our process level controls over the recording of journal entries and controls over revenues and expenses at the foreign subsidiary where we identified the control deficiencies and (b) management’s review controls over financial information of the foreign subsidiary.
−Removed: Our implementation of the new policies and procedures included the hiring of new resources, establishment of clear responsibilities to comply with the new policies and procedures, and testing sufficient occurrences of these newly designed and implemented controls to evaluate its operating effectiveness.
−Removed: The remediation measures have strengthened the design and operating effectiveness of our internal control over financial reporting.
−Removed: We assessed the impact of the remediated material weakness to the consolidated financial statements to ensure that the Company’s consolidated financial statements were prepared in accordance with GAAP and accurately reflect its financial position and results of operation for the year ended October 31, 2021.
−Removed: As a result, management concluded that the consolidated financial statements included in this Annual Report present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with GAAP.
Internal Control over Financial Reporting.
10 unchanged sentences
Mark Palamountain
−Removed: Chief Financial Officer, Treasurer and Corporate Secretary
+Added: Chief Financial Officer and Treasurer
Report of Independent Registered Public Accounting Firm
3 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended October 31, 2021, of the Company and our report dated January 10, 2022, expressed an unqualified opinion on those financial statements based on our audit and the report of the other auditors.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended October 31, 2022, of the Company and our report dated December 22, 2022, expressed an unqualified opinion on those financial statements based on our audit and the report of the other auditors.
Basis for Opinion
16 unchanged sentences
Los Angeles, California
−Removed: January 10, 2022
+Added: December 22, 2022
Changes in Internal Control over Financial Reporting .
21 unchanged sentences
(a)(1) Financial Statements
−Removed: Management’s Report on Internal Control over Financial Reporting
−Removed: Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (Public Company Accounting Oversight Board identification number 34 )
Consolidated Financial Statements of Limoneira Company
5 unchanged sentences
Notes to Consolidated Financial Statements
+Added: Management’s Report on Internal Control over Financial Reporting
+Added: Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
(a)(2) Financial Statement Schedules
3 unchanged sentences
(c) Financial Statement Schedules
−Removed: Per Item 15(c), registrants shall file, as financial statement schedules to this Form 10-K, the financial statements required by Regulation S-X (17 CFR 210) which are excluded from the annual report to shareholders by Rule 14a-3(b) including:
+Added: Per Item 15(c), registrants shall file, as financial statement schedules to this Form 10-K, the financial statements required by Regulation S-X (17 CFR 210) which are excluded from the annual report to stockholders by Rule 14a-3(b) including:
(1) separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons;
2 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on January 10, 2022.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 22, 2022.
LIMONEIRA COMPANY
2 unchanged sentences
Chief Executive Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on January 10, 2022, by the following persons on behalf of the registrant and in the capacities indicated:
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on December 22, 2022, by the following persons on behalf of the registrant and in the capacities indicated:
Signature Title
−Removed: /s/ Gordon E.
−Removed: Kimball Chairman of the Board of Directors
+Added: Slater Chairman of the Board of Directors
/s/ Harold S.
1 unchanged sentence
Edwards (Principal Executive Officer)
−Removed: /s/ Mark Palamountain Chief Financial Officer, Treasurer
−Removed: Mark Palamountain and Corporate Secretary
−Removed: (Principal Financial and Accounting Officer)
−Removed: /s/ Amy Fukutomi Director
−Removed: /s/ Donald R.
−Removed: Rudkin Director
+Added: /s/ Mark Palamountain Chief Financial Officer and Treasurer
+Added: Mark Palamountain (Principal Financial and Accounting Officer)
+Added: /s/ Gordon E.
+Added: Kimball Director
/s/ Edgar Terry Director
3 unchanged sentences
Elizabeth Mora
−Removed: /s/ Jesus Loza Director
/s/ John W.H.
Merriman Director
−Removed: /s/ Robert M.
−Removed: Sawyer Director
−Removed: Slater Director
+Added: /s/ Barbara Carbone Director
+Added: Barbara Carbone
EXHIBIT INDEX
18 unchanged sentences
1 to Real Estate Advisory Management Consultant Agreement dated August 24, 2010, by and between Limoneira Company and Parkstone Companies (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed August 25, 2010 (File No.
−Removed: 10.3 Avocado Marketing Agreement effective February 8, 2003, by and between Calavo Growers, Inc.
−Removed: and Limoneira Company, as amended (Incorporated by reference to exhibit 10.2 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
−Removed: 10.4 Stock Purchase Agreement dated June 1, 2005, between Limoneira Company and Calavo Growers, Inc.
−Removed: (Incorporated by reference to exhibit 10.3 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
−Removed: 10.5 Standstill Agreement dated June 1, 2005, between Limoneira Company and Calavo Growers, Inc.
−Removed: (Incorporated by reference to exhibit 10.4 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
−Removed: 10.6 Standstill Agreement dated June 1, 2005 between Calavo Growers, Inc.
−Removed: and Limoneira Company (Incorporated by reference to exhibit 10.5 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
10.3 Lease Agreement dated February 15, 2005, between Limoneira Company and Calavo Growers, Inc.
5 unchanged sentences
10.8 Promissory Note and Supplement to Master Loan Agreement, dated May 1, 2012, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed, May 2, 2012 (File No.
−Removed: 10.13† Limoneira Company Amended and Restated 2010 Omnibus Incentive Plan, as amended on March 28, 2017 (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed March 31, 2017 (File No.
−Removed: 10.14† Limoneira Company Management Incentive Plan 2009-2010 (Incorporated by reference to exhibit 10.16 of the Company’s Form 10-K, filed January 26, 2011 (File No.
−Removed: 10.15† Limoneira Stock Grant Performance Bonus Plan (Incorporated by reference to exhibit 10.15 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
10.9 Pre-Annexation and Development Agreement, dated March 3, 2008, by and between the City of Santa Paula and Limoneira Company (Incorporated by reference to exhibit 10.20 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
19 unchanged sentences
10.19 Purchase and Sale Agreement and Escrow Instructions, dated November 29, 2013, by and between Templeton Santa Barbara, LLC and MI Land, LLC related to the sale of the Sevilla Property (Incorporated by reference to exhibit 10.3 to the Current Report on Form 8-K, filed December 4, 2013 (File No.
−Removed: 10.27 Purchase and Sale Agreement and Escrow Instructions, dated November 29, 2013, by and between Templeton Santa Barbara, LLC and MI Land, LLC related to the sale of the Pacific Crest Property (Incorporated by reference to exhibit 10.4 to the Current Report on Form 8-K, filed December 4, 2013 (File No.
10.20 Series B-2 Preferred Stock Purchase Agreement, dated March 21, 2014, by and between Limoneira Company and WPI-ACP Holdings, LLC (Incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K, filed March 24, 2014 (File No.
8 unchanged sentences
10.26 Promissory Note and Loan Agreement, dated February 11, 2016, between Limoneira Company and Farm Credit West, FLCA (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 18, 2016 (File No.
−Removed: 10.35 Lease Agreement, dated November 10, 2015, by and among Limoneira Company and Limoneira Lewis Community Builders, LLC (Incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November 16, 2015 (File No.
10.27 Retained Property Development Agreement, dated November 10, 2015, by and among Limoneira Company and Limoneira Lewis Community Builders, LLC (Incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K , filed November 16, 2015 (File No.
−Removed: 10.37† Form of Award Agreement under the Limoneira Company 2010 Amended and Restated Omnibus Incentive Plan (Incorporated by reference to exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q, filed March 10, 2016 (File No.
−Removed: 10.38 Master Loan Agreement, dated June 19, 2017, between Limoneira Company and Farm Credit West, FLCA (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, file June 21, 2017 (File No.
+Added: 10.28 Master Loan Agreement, dated June 19, 2017, between Limoneira Company and Farm Credit West, FLCA (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, file d June 21, 2017 (File No.
10.29† Revolving Credit Facility Promissory Note and Supplement to Master Loan Agreement, dated June 19, 2017, between Limoneira Company and Farm Credit West FLCA (Incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed June 21, 2017 (File No.
10.30 Non-revolving Credit Facility Promissory Note and Supplement to Master Loan Agreement, dated June 19, 2017, between Limoneira Company and Farm Credit West FLCA (Incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K, filed June 21, 2017 (File No.
−Removed: 10.41† Form of Award Agreement under the Limoneira Company 2010 Amended and Restated Omnibus Incentive Plan (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 29, 2018 (File No.
10.31 Revolving Credit Facility Supplement, dated January 29, 2018, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 1, 2018 (File No.
13 unchanged sentences
10.35† Form of Restricted Share Award Agreement under the Limoneira Company 2010 Amended and Restated Omnibus Incentive Plan (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed April 11, 2018 (File No.
−Removed: 10.47 Asset Purchase Agreement, dated July 24, 2018, by and between Limoneira Company and Oxnard Lemon Associates, Ltd.
−Removed: (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 26, 2018 (File No.
10.36 Master Loan Agreement, dated June 1, 2021, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.
2 unchanged sentences
10.39 Agreement to Convert to Fixed Interest Rate, dated June 8, 2021, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.
−Removed: 16.1 Letter from Ernst & Young LLP, dated March 14, 2019 (Incorporated by reference to exhibit 16.1 to the Company's Current Report on Form 8-K, filed March 14, 2019 (File No.
+Added: 10.40 Separation Agreement, dated January 10, 2022, by and between Limoneira Company and Alex M.
+Added: Teague (Incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K, filed January 14, 2022 (File No.
+Added: 10.41 Consulting Agreement, dated January 12, 2022, by and between Limoneira Company and AMT Ag Consulting, LLC (Incorporated by reference to exhibit 10.2 to the Company's Current Report on Form 8-K, filed January 14, 2022 (File No.
+Added: 10.42† Limoneira Company 2022 Omnibus Incentive Plan, as approved by the Stockholders on March 22, 2022 (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.
+Added: 10.43† Form of Time-Based Restricted Share Award Agreement for Non-Employee Directors, Pursuant to the Limoneira Company 2022 Omnibus Incentive Plan (Incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.
+Added: 10.44† Form of Performance-Based Restricted Share Award Agreement, Pursuant to the Limoneira Company 2022 Omnibus Incentive Plan (Incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.
+Added: 10.45† Form of Time-Based Restricted Share Award Agreement for Employees, Pursuant to the Limoneira Company 2022 Omnibus Incentive Plan (Incorporated by reference to exhibit 10.5 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.
+Added: 10.46 Purchase and Sale Agreement, dated as of September 7, 2022, by and between Limone i r a Company and Limone i r a Lewis Community Builders, LLC (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed September 8, 2022 (File No.
+Added: 10.47 Purchase and Sale Agreement and Joint Escrow Instructions, dated as of September 12, 2022, by and between Limoneira Company and Ventura County Railway Company, LLC (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed September 15, 2022 (File No.
+Added: 10.48† Retention Bonus Agreement, dated October 26, 2022, between Limoneira Company and Harold Edwards (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed October 27, 2022 (File No.
+Added: 10.49† Retention Bonus Agreement, dated October 26, 2022, between Limoneira Company and Mark Palamountain (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed October 27, 2022 (File No.
+Added: 10.50 Standard Industrial/Commercial Single Tenant Lease, dated October 26, 2022 (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed October 31, 2022 (File No.
+Added: 10.51 First Amendment to the First Amended and Restated Limited Liability Company Agreement of Limoneira Lewis Community Builders, LLC, dated October 25, 2022 (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K/A, filed October 31, 2022 (File No.
+Added: 10.52 Limited Liability Company Agreement of LLCB II, LLC, dated October 25, 2022 (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on October 26, 2022 (File No.
+Added: 10.53 Closing Agreement, dated October 25, 2022, between the Company, Limoneira Lewis Community Builders, LLC and Limoneira Lewis Community Builders II, LLC (Incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K/A, filed on October 31, 2022 (File No.
21.1* Subsidiaries of Limoneira Company
22 unchanged sentences
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.