Limoneira CO 10-Q

Item 1. Financial Statements LIMONEIRA COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED) ($ in thousands, except share amounts) January 31, 2023 October 31, 2022 Assets Current assets: Cash $ 12,464 $ 857 Accounts receivable, net 17,703 15,651 Cultural costs 2,901 8,643 Prepaid expenses and other current assets 5,434 8,496 Receivables/other from related parties 3,392 3,888 Total current assets 41,894 37,535 Property, plant and equipment, net 171,682 222,628 Real estate development 9,849 9,706 Equity in investments 73,383 72,855 Goodwill 1,529 1,506 Intangible assets, net 7,424 7,317 Other assets 15,367 16,971 Total assets $ 321,128 $ 368,518 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 9,850 $ 10,663 Growers and suppliers payable 4,240 10,740 Accrued liabilities 11,333 11,060 Payables to related parties 5,226 4,860 Income taxes payable 7,619 219 Current portion of long-term debt 448 1,732 Total current liabilities 38,716 39,274 Long-term liabilities: Long-term debt, less current portion 40,919 104,076 Deferred income taxes 23,523 23,497 Other long-term liabilities 7,101 9,807 Total liabilities 110,259 176,654 Commitments and contingencies — — Series B Convertible Preferred Stock – $ 100.00 par value ( 50,000 shares authorized: 14,790 shares issued and outstanding at January 31, 2023 and October 31, 2022) ( 8.75 % coupon rate) 1,479 1,479 Series B-2 Convertible Preferred Stock – $ 100.00 par value ( 10,000 shares authorized: 9,300 shares issued and outstanding at January 31, 2023 and October 31, 2022) ( 4 % dividend rate on liquidation value of $ 1,000 per share) 9,331 9,331 Stockholders' Equity: Series A Junior Participating Preferred Stock – $ 0.01 par value ( 20,000 shares authorized: zero issued or outstanding at January 31, 2023 and October 31, 2022) — — Common Stock – $ 0.01 par value ( 39,000,000 shares authorized: 18,081,581 and 17,935,292 shares issued and 17,830,604 and 17,684,315 shares outstanding at January 31, 2023 and October 31, 2022, respectively) 178 177 Additional paid-in capital 166,232 165,169 Retained earnings 29,669 15,500 Accumulated other comprehensive loss ( 3,961 ) ( 7,908 ) Treasury stock, at cost, 250,977 shares at January 31, 2023 and October 31, 2022 ( 3,493 ) ( 3,493 ) Noncontrolling interest 11,434 11,609 Total stockholders' equity 200,059 181,054 Total liabilities and stockholders' equity $ 321,128 $ 368,518 The accompanying notes are an integral part of these unaudited consolidated financial statements. 4 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ($ in thousands, except share amounts) Three Months Ended January 31, 2023 2022 Net revenues: Agribusiness $ 36,528 $ 38,083 Other operations 1,373 1,191 Total net revenues 37,901 39,274 Costs and expenses: Agribusiness 41,241 41,244 Other operations 1,238 1,074 Gain on disposal of assets, net ( 39,742 ) ( 85 ) Selling, general and administrative 9,280 6,599 Total costs and expenses 12,017 48,832 Operating income (loss) 25,884 ( 9,558 ) Other (expense) income: Interest income 8 21 Interest (expense), net of patronage dividends ( 1,172 ) 215 Equity in earnings of investments, net 253 51 Other (expense) income, net ( 2,612 ) 15 Total other (expense) income ( 3,523 ) 302 Income (loss) before income tax (provision) benefit 22,361 ( 9,256 ) Income tax (provision) benefit ( 6,827 ) 2,650 Net income (loss) 15,534 ( 6,606 ) Net loss attributable to noncontrolling interest 97 88 Net income (loss) attributable to Limoneira Company 15,631 ( 6,518 ) Preferred dividends ( 125 ) ( 125 ) Net income (loss) applicable to common stock $ 15,506 $ ( 6,643 ) Basic net income (loss) per common share $ 0.87 $ ( 0.38 ) Diluted net income (loss) per common share $ 0.84 $ ( 0.38 ) Weighted-average common shares outstanding-basic 17,573,000 17,448,000 Weighted-average common shares outstanding-diluted 18,378,000 17,448,000 The accompanying notes are an integral part of these unaudited consolidated financial statements. 5 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (In thousands) Three Months Ended January 31, 2023 2022 Net income (loss) $ 15,534 $ ( 6,606 ) Other comprehensive income, net of tax: Foreign currency translation adjustments 2,223 55 Minimum pension liability adjustment, net of tax of $( 135 ) and $ 27 for the three months ended January 31, 2023 and 2022, respectively. ( 220 ) 72 Pension settlement, net of tax of $ 756 and $ 0 for the three months ended January 31, 2023 and 2022, respectively. 1,944 — Total other comprehensive income, net of tax 3,947 127 Comprehensive income (loss) 19,481 ( 6,479 ) Comprehensive loss attributable to noncontrolling interest 97 86 Comprehensive income (loss) attributable to Limoneira Company $ 19,578 $ ( 6,393 ) The accompanying notes are an integral part of these unaudited consolidated financial statements. 6 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY ($ in thousands) Stockholders' Equity Temporary Equity Common Stock Additional Paid-In Retained Accumulated Other Comprehensive Treasury Non- controlling Total Series B Preferred Series B-2 Preferred Shares Amount Capital Earnings (Loss) Income Stock Interest Equity Stock Stock Balance at October 31, 2022 17,684,315 $ 177 $ 165,169 $ 15,500 $ ( 7,908 ) $ ( 3,493 ) $ 11,609 $ 181,054 $ 1,479 $ 9,331 Dividends Common ($ 0.075 per share) — — — ( 1,337 ) — — — ( 1,337 ) — — Dividends Series B ($ 2.19 per share) — — — ( 32 ) — — — ( 32 ) — — Dividends Series B-2 ($ 10 per share) — — — ( 93 ) — — — ( 93 ) — — Stock compensation 146,289 1 1,063 — — — — 1,064 — — Noncontrolling interest adjustment — — — — — — ( 78 ) ( 78 ) — — Net income — — — 15,631 — — ( 97 ) 15,534 — — Other comprehensive income, net of tax — — — — 3,947 — — 3,947 — — Balance at January 31, 2023 17,830,604 $ 178 $ 166,232 $ 29,669 $ ( 3,961 ) $ ( 3,493 ) $ 11,434 $ 200,059 $ 1,479 $ 9,331 Stockholders' Equity Temporary Equity Common Stock Additional Paid-In Retained Accumulated Other Comprehensive Treasury Non- controlling Total Series B Preferred Series B-2 Preferred Shares Amount Capital Earnings (Loss) Income 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 Dividends Common ($ 0.075 per share) — — — ( 1,328 ) — — — ( 1,328 ) — — Dividends Series B ($ 2.19 per share) — — — ( 32 ) — — — ( 32 ) — — Dividends Series B-2 $ 10 per share) — — — ( 93 ) — — — ( 93 ) — — Stock compensation 70,000 1 996 — — — — 997 — — Exchange of common stock ( 55,362 ) — ( 900 ) — — — — ( 900 ) — — 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 The accompanying notes are an integral part of these unaudited consolidated financial statements. 7 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Three Months Ended January 31, 2023 2022 Operating activities Net income (loss) $ 15,534 $ ( 6,606 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 2,447 2,480 Gain on disposal of assets, net ( 39,742 ) ( 85 ) Stock compensation expense 1,064 997 Non-cash lease expense 389 152 Equity in earnings of investments, net ( 253 ) ( 51 ) Deferred income taxes 6,827 ( 2,650 ) Other, net 171 213 Changes in operating assets and liabilities: Accounts receivable and receivables/other from related parties ( 1,676 ) ( 2,188 ) Cultural costs 1,343 2,654 Prepaid expenses and other current assets 529 ( 1,676 ) Other assets ( 10 ) 29 Accounts payable and growers and suppliers payable ( 7,838 ) ( 2,666 ) Accrued liabilities and payables to related parties 455 1,347 Other long-term liabilities ( 430 ) ( 112 ) Net cash used in operating activities ( 21,190 ) ( 8,162 ) Investing activities Capital expenditures ( 2,151 ) ( 2,080 ) Net proceeds from sales of assets 98,888 1,090 Net proceeds from sale of real estate development assets 2,577 — Cash distribution from Trapani Fresh 82 — Collection on notes receivable — 250 Equity investment contributions ( 275 ) — Investments in mutual water companies and water rights ( 11 ) — Net cash provided by (used in) investing activities 99,110 ( 740 ) Financing activities Borrowings of long-term debt 57,940 44,439 Repayments of long-term debt ( 122,692 ) ( 32,731 ) Principal paid on finance lease and equipment financings ( 107 ) ( 69 ) Dividends paid – common ( 1,337 ) ( 1,328 ) Dividends paid – preferred ( 125 ) ( 125 ) Exchange of common stock — ( 900 ) Net cash (used in) provided by financing activities ( 66,321 ) 9,286 Effect of exchange rate changes on cash 8 ( 7 ) Net increase in cash 11,607 377 Cash at beginning of period 857 439 Cash at end of period $ 12,464 $ 816 8 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED) (In thousands) Three Months Ended January 31, 2023 2022 Supplemental disclosures of cash flow information Cash paid during the period for interest (net of amounts capitalized) $ 1,006 $ 618 Non-cash investing and financing activities: Capital expenditures accrued but not paid at period-end $ 818 $ 25 Accrued contribution obligation of investment in water company $ — $ 450 The accompanying notes are an integral part of these unaudited consolidated financial statements. 9 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Organization and Basis of Presentation Business 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 citrus. The Company is also engaged in residential rentals and other rental operations and real estate development activities. The Company markets and sells citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia, Europe and other international markets. The Company is a member of Sunkist 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. Basis of Presentation and Preparation The accompanying unaudited interim consolidated financial statements include the accounts of the Company and the accounts of all the subsidiaries and investments in which the Company holds a controlling interest. Intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company, the unaudited interim consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these unaudited interim consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Because the consolidated financial statements do not include all of the information and notes required by GAAP for a complete set of consolidated financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K. 2. 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. Other comprehensive income 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, 2023 2022 Pre-tax Amount Tax Benefit (Expense) Net Amount Pre-tax Amount Tax Expense Net Amount Foreign currency translation adjustments $ 2,223 $ — $ 2,223 $ 55 $ — $ 55 Minimum pension liability adjustments: Other comprehensive (loss) income before reclassifications ( 355 ) 135 ( 220 ) 99 ( 27 ) 72 Amounts reclassified to earnings included in "Other (expense) income, net" 2,700 ( 756 ) 1,944 — — — Other comprehensive income $ 4,568 $ ( 621 ) $ 3,947 $ 154 $ ( 27 ) $ 127 10 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. Summary of Significant Accounting Policies (continued) 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 (Income) Balance at October 31, 2022 $ ( 6,184 ) $ ( 1,724 ) $ ( 7,908 ) Other comprehensive income 2,223 1,724 3,947 Balance at January 31, 2023 $ ( 3,961 ) $ — $ ( 3,961 ) 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 at January 31, 2022 $ ( 3,699 ) $ ( 1,907 ) $ ( 5,606 ) COVID-19 Pandemic There is continued 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, has negatively impacted its sales and profitability for the last three years. The COVID-19 pandemic may 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. 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 2023 and beyond, is driven by estimates that contain uncertainties. Concentrations and Geographic Information Concentrations of credit risk with respect to revenues and accounts receivable are limited due to a large, diverse customer base. One customer represented 13 % of revenue for the three months ended January 31, 2023. Two individual customers represented 15 % and 12 % of revenue, respectively, for the three months ended January 31, 2022. One individual customer represented 11 % of accounts receivable, net as of January 31, 2023. No individual customer represented more than 10% of accounts receivable, net as of October 31, 2022. One individual supplier represented 13 % of accounts payable as of January 31, 2023. No individual supplier represented more than 10% of accounts payable as of October 31, 2022. Lemons procured from third-party growers were 66 % and 57 % of the Company's lemon supply for the three months ended January 31, 2023 and 2022, respectively. One third-party grower was 17 % and 20 % of the lemon supply for the three months ended January 31, 2023 and 2022, respectively. The Company maintains its cash in federally insured financial institutions. The account balances at these institutions periodically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of risk related to amounts on deposit in excess of FDIC insurance coverage. During the three months ended January 31, 2023 and 2022, the Company had approximately $ 252,000 and $ 208,000 , respectively, of total sales in Chile by Fruticola Pan de Azucar S.A. ("PDA") and Agricola San Pablo SpA ("San Pablo") and approximately $ 74,000 and $ 147,000 , respectively, of total sales in Argentina by Trapani Fresh Consorcio de Cooperacion ("Trapani Fresh"). Aggregate foreign exchange transaction losses realized for our foreign subsidiaries was approximately $ 58,000 for the three months ended January 31, 2023 and was included in selling, general and administrative expenses in the consolidated statements of operations. 11 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. Asset Sale In October 2022, the Company entered into a Purchase and Sale Agreement, as amended, (the “Agreement”) with PGIM Real Estate Finance, LLC (“PGIM”) to sell 3,537 acres of land and citrus orchards in Tulare County, California (the “Northern Properties”) for a purchase price of approximately $ 100,405,000 . On January 25, 2023, the Board approved the Agreement creating a binding agreement of the Company to sell the Northern Properties and the transaction closed on January 31, 2023. The following is a summary of the transaction (in thousands): January 31, 2023 Net cash proceeds received $ 85,891 Debt directly repaid through the transaction 12,917 Total net proceeds received 98,808 Less: net book value of assets sold Cultural costs 4,405 Property, plant and equipment, net 53,144 Intangible assets, net 12 Other assets 1,320 Accrued liabilities ( 68 ) 58,813 Gain on disposal of assets $ 39,995 The proceeds were used to pay down all of the Company’s domestic debt except the AgWest Farm Credit $ 40,000,000 non-revolving line of credit. The Northern Properties component, including an allocation of interest expense related to the debt directly repaid through the transaction, had a pretax loss of $ 1,667,000 and $ 2,720,000 for the three months ended January 31, 2023 and 2022, respectively. On January 31, 2023, the Company entered into a Farm Management Agreement (“FMA”) with an affiliate of PGIM to provide farming, management and operations services related to the Northern Properties. The FMA has an initial term expiring March 31, 2024, and thereafter continuing from year to year unless earlier terminated under the terms of the FMA. Further, on January 31, 2023, the Company entered into a Grower Packing and Marketing Agreement to provide packing, marketing and selling services for lemons harvested on the Northern Properties for a minimum five-year term, subject to certain benchmarking standards. 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): January 31, 2023 October 31, 2022 Prepaid supplies and insurance $ 3,315 $ 2,958 Real estate development held for sale — 2,670 Sales tax receivable 752 475 Lemon supplier advances 1,019 1,188 Other 348 1,205 $ 5,434 $ 8,496 5. Real Estate Development Real estate development assets are comprised primarily of land and land development costs for the East Area II property in the amount of $ 9,849,000 and $ 9,706,000 at January 31, 2023 and October 31, 2022, respectively. East Area I, Retained Property and East Area II In fiscal year 2005, the Company began capitalizing the costs of two real estate development projects east of Santa Paula, California, for the development of 550 acres of land into residential units, commercial buildings and civic facilities. In November 2015 (the “Transaction Date”), the Company entered into a joint venture with The Lewis Group of Companies (“Lewis”) for the residential development of its East Area I real estate development project. To consummate the transaction, the Company formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity, contributed its East Area I property to LLCB and sold a 50 % interest to Lewis for $ 20,000,000 . 12 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 5. Real Estate Development (continued) East Area I, Retained Property and East Area II (continued) 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 East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 3,444,000 at January 31, 2023 and October 31, 2022, 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. Effective as of February 22, 2023, the Loan maturity date was extended to February 22, 2024 and the maximum borrowing amount was reduced to $ 35,000,000 . As of February 1, 2023, the interest rate on the Loan transitioned from the London Interbank Offered Rate ("LIBOR") to the Bloomberg Short-Term Bank Yield Index rate ("BSBY") plus 2.85 % and is payable monthly. The Loan contains certain customary default provisions and LLCB may prepay any amounts outstanding under the Loan without penalty. The Loan had an outstanding balance of $ 9,800,000 as of January 31, 2023. In February 2018, the Company and certain principals from Lewis guaranteed the obligations under the Loan. The guarantors are jointly and severally liable for all Loan obligations in the event of default by LLCB. The guarantee continues in effect until all of the Loan obligations are fully paid. 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 LLCB. In October 2022, the Company entered into a joint venture with Lewis for the development of the Retained Property. The Company formed LLCB II, LLC ("LLCB II") as the development entity, contributed the Retained Property to the joint venture and sold a 50 % interest to Lewis for $ 7,975,000 . The Company recorded a deferred gain of $ 465,000 on the transaction which is included in other long-term liabilities as of January 31, 2023 and October 31, 2022. The joint venture partners will share in the capital contributions to fund project costs until loan proceeds and/or revenues are sufficient to fund the project. The Company made contributions of $ 275,000 to LLCB II during the three months ended January 31, 2023. Through January 31, 2023, LLCB has closed sales of initial residential lots representing 586 residential units. Other Real Estate Development Projects In fiscal year 2020, the Company entered into an agreement to sell its Sevilla property for $ 2,700,000 , which closed in November 2022. After transaction and other costs, the Company received cash proceeds of approximately $ 2,577,000 and recorded an immaterial loss on disposal of assets during the three months ended January 31, 2023. 6. Equity in Investments Equity in investments consist of the following (in thousands): January 31, 2023 October 31, 2022 Limoneira Lewis Community Builders, LLC $ 61,250 $ 61,154 LLCB II, LLC 8,297 8,023 Limco Del Mar, Ltd. 2,176 2,024 Rosales 1,155 1,147 Romney Property Partnership 505 507 $ 73,383 $ 72,855 Net amounts due from Rosales were $ 430,000 and $ 270,000 at January 31, 2023 and October 31, 2022, respectively, and are included in receivables/other from related parties and payables to related parties. 13 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 6. Equity in Investments (continued) Unconsolidated Significant Subsidiary In accordance with Rule 10-01(b)(1) of Regulation S-X, which applies to interim reports on Form 10-Q, the Company must determine if its equity method investees are considered “significant subsidiaries." In evaluating its investments, there are two tests utilized to determine if equity method investees are considered significant subsidiaries: the income test and the investment test. 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, 2023 and 2022, this threshold was not met for any of the Company's equity investments. 7. Goodwill and Intangible Assets, Net A summary of the change in the carrying amount of goodwill is as follows (in thousands): Goodwill Carrying Amount Balance at October 31, 2022 $ 1,506 Foreign currency translation adjustment 23 Balance at January 31, 2023 $ 1,529 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, 2023. Intangible assets consisted of the following (in thousands): January 31, 2023 October 31, 2022 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 Trade names and trademarks $ 2,108 ( 951 ) 1,157 8 $ 2,108 $ ( 881 ) $ 1,227 8 Customer relationships 4,037 ( 1,772 ) 2,265 9 4,037 ( 1,660 ) 2,377 9 Non-competition agreement 437 ( 91 ) 346 8 437 ( 76 ) 361 8 Acquired water and mineral rights 3,656 — 3,656 Indefinite 3,352 — 3,352 Indefinite $ 10,238 $ ( 2,814 ) $ 7,424 $ 9,934 $ ( 2,617 ) $ 7,317 Amortization expense totaled $ 197,000 and $ 181,000 for the three months ended January 31, 2023 and 2022, respectively. Estimated future amortization expense of intangible assets as of January 31, 2023 is as follows (in thousands): 2023 (excluding the three months ended January 31, 2023) $ 532 2024 711 2025 711 2026 711 2027 427 Thereafter 676 $ 3,768 14 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 8. Other Assets Investments in Mutual Water Companies 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. In January 2023, the Company sold an investment in a mutual water company with a net book value of $ 1,320,000 as part of the Northern Properties sale described in Note 3. As of January 31, 2023 and October 31, 2022, $ 5,191,000 and $ 6,500,000 , respectively, were included in other assets. 9. Accrued Liabilities Accrued liabilities consist of the following (in thousands): January 31, 2023 October 31, 2022 Compensation $ 3,609 $ 3,572 Property taxes 361 664 Operating expenses 3,512 2,341 Leases 2,072 2,026 Other 1,779 2,457 $ 11,333 $ 11,060 10. Long-Term Debt Long-term debt is comprised of the following (in thousands): January 31, 2023 October 31, 2022 AgWest Farm Credit revolving and non-revolving lines of credit: the interest rate of the revolving line of credit is variable based on the one-month Secured Overnight Financing Rate ("SOFR"), which was 4.33 % at January 31, 2023, plus 1.85 %. The interest rate for the $ 40.0 million outstanding balance of the non-revolving line of credit is fixed at 3.57 % through July 1, 2025 and variable thereafter. Interest is payable monthly and the principal is due in full on July 1, 2026. $ 40,000 $ 88,521 AgWest Farm Credit term loan: The interest rate was fixed at 3.24 %. The loan was repaid in January 2023. — 919 AgWest Farm Credit term loan: The interest rate was fixed at 3.24 %. The loan was repaid in January 2023. — 7,562 AgWest Farm Credit term loan: The interest rate was fixed at 2.77 % until July 1, 2025, becoming variable for the remainder of the loan. The loan was repaid in January 2023. — 5,555 AgWest Farm Credit term loan: The interest rate was fixed at 3.19 %. The loan was repaid in January 2023. — 2,003 Banco de Chile term loan: The interest rate is fixed at 6.48 %. The loan is payable in annual installments through January 2025. 656 675 Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48 %. The loans are payable in monthly installments through September 2024. 237 233 Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48 % and 4.26 %. The loans are payable in monthly installments through September 2026. 474 434 Subtotal 41,367 105,902 Less deferred financing costs, net of accumulated amortization — 94 Total long-term debt, net 41,367 105,808 Less current portion 448 1,732 Long-term debt, less current portion $ 40,919 $ 104,076 15 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 10. Long-Term Debt (continued) The Company entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, formerly known as Farm Credit West, (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 a 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. 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. 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 January 31, 2023, the Company's outstanding borrowings under the Supplements and RELOC were $ 40,000,000 and it had $ 90,000,000 available to borrow. In January 2023, the Company used the proceeds from the Northern Properties sale as described in Note 3 to reduce the Company's long-term debt. The interest rate in effect under the Revolving Credit Supplement automatically adjusts on the first day of each month. The interest rate for any amount outstanding under the Revolving Credit Supplement was based on the one-month LIBOR plus or minus an applicable margin. As of January 1, 2023, the rate transitioned from LIBOR to the Secured Overnight Financing Rate ("SOFR"). The applicable margin ranges from 1.75 % to 2.35 % depending on the ratio of current assets, plus the remaining available commitment divided by current liabilities. On each one-year anniversary of July 1, the Company has the option to convert the interest rate in use under the Revolving Credit Supplement from the preceding SOFR-based calculation to a variable interest rate. The Company may prepay any amounts outstanding under the Revolving Credit Supplement without penalty. The interest rate in effect under the Non-Revolving Credit Supplement is 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. 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 6.75 % as of January 31, 2023. The interest rate may be adjusted automatically under the provisions of the Lender's variable interest rate plan. 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 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 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, 2023 and annually thereafter. The Company was in compliance as of October 31, 2022. 16 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 10. Long-Term Debt (continued) In February 2023, the Lender declared an annual cash patronage dividend of 1.25 % of average eligible loan balances and the Company received $ 1,413,000 in the second quarter of fiscal year 2023. In December 2021, the Lender declared an annual cash patronage dividend of 1.25 % of average eligible loan balances and the Company received $ 1,582,000 in February 2022. Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress. The Company capitalized interest of $ 347,000 and zero during the three months ended January 31, 2023 and 2022, respectively. Capitalized interest is included in property, plant and equipment and real estate development assets in the Company’s consolidated balance sheets. 11. Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): January 31, 2023 October 31, 2022 Minimum pension liability $ — $ 2,272 Loan guarantee 1,080 1,080 Leases 4,703 5,062 Other 1,318 1,393 $ 7,101 $ 9,807 12. Leases Lessor Arrangements The Company enters into leasing transactions in which it rents certain of its assets and the Company is the lessor. These lease contracts are typically classified as operating leases with remaining terms ranging from one month to 20 years, with various renewal terms available. All of the residential rentals have month-to-month lease terms. The Company’s rental operations revenue consists of the following (in thousands): Three Months Ended January 31, 2023 2022 Operating lease revenue $ 1,291 $ 1,118 Variable lease revenue 82 73 Total lease revenue $ 1,373 $ 1,191 Lessee Arrangements The Company enters into leasing transactions in which the Company is the lessee. These lease contracts are classified as either operating or finance leases. The Company’s lease contracts are generally for agricultural land and packinghouse facilities and equipment with remaining lease terms ranging from one to 15 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. All lease costs are primarily included in agribusiness costs and expenses in the Company's consolidated statements of operations Operating lease costs were $ 491,000 and $ 123,000 for the three months ended January 31, 2023 and 2022, respectively. Finance lease costs were immaterial for the three months ended January 31, 2023 and 2022. Variable and short term lease costs were $ 145,000 and $ 162,000 , respectively for the three months ended January 31, 2023,and were immaterial for the three months ended January 31, 2022. 17 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 12. Leases (continued) Supplemental balance sheet information related to leases consists of the following (in thousands): Classification January 31, 2023 October 31, 2022 Assets Operating lease ROU assets Other assets $ 5,926 $ 6,190 Finance lease assets Other assets 1,058 1,091 $ 6,984 $ 7,281 Liabilities and Stockholders' Equity Current operating lease liabilities Accrued liabilities and payables to related parties $ 1,939 $ 1,892 Current finance lease liabilities Accrued liabilities 268 268 Non-current operating lease liabilities Other long-term liabilities 4,047 4,347 Non-current finance lease liabilities Other long-term liabilities 656 715 $ 6,910 $ 7,222 Supplemental cash flow information related to leases consists of the following (in thousands): Three Months Ended January 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 478 $ 189 Operating cash outflows from finance leases $ 8 $ 12 Financing cash outflows from finance leases $ 59 $ 69 ROU assets obtained in exchange for new operating lease liabilities $ 99 $ 288 Leased assets obtained in exchange for new finance lease liabilities $ — $ 1,020 18 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 13. 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 income (loss) per common share are as follows (in thousands, except per share amounts): Three Months Ended January 31, 2023 2022 Basic net income (loss) per common share: Net income (loss) applicable to common stock $ 15,506 $ ( 6,643 ) Effect of unvested, restricted stock ( 161 ) ( 13 ) Numerator: Net income (loss) for basic EPS 15,345 ( 6,656 ) Denominator: Weighted average common shares-basic 17,573 17,448 Basic net income (loss) per common share $ 0.87 $ ( 0.38 ) Diluted net income (loss) per common share: Net income (loss) for basic EPS $ 15,345 $ ( 6,656 ) Effect of dilutive preferred stock 125 — Numerator: Net income (loss) for diluted EPS 15,470 ( 6,656 ) Weighted average common shares–basic 17,573 17,448 Effect of dilutive preferred stock 805 — Denominator: Weighted average common shares–diluted 18,378 17,448 Diluted net income (loss) per common share $ 0.84 $ ( 0.38 ) 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 income per common share was calculated under the two-class method for the three months ended January 31, 2023 and 2022. 19 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 14. Related Party Transactions 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, 2023 October 31, 2022 Balance Sheet Balance Sheet Ref Related Party Receivable/Other from Related Parties Other Assets Payables to Related Parties Other Long-Term Liabilities Receivable/Other from Related Parties Other Assets Payables to Related Parties Other Long-Term Liabilities 2 Mutual water companies $ — $ 11 $ 207 $ — $ — $ 506 $ 133 $ — 5 Cadiz / Fenner / WAM $ — $ 1,268 $ 722 $ 1,178 $ — $ 1,288 $ 446 $ 1,198 8 FGF $ 2,896 $ 2,858 $ 837 $ — $ 2,965 $ 2,652 $ 837 $ — 9 LLCB $ 66 $ — $ 3,444 $ — $ 66 $ — $ 3,444 $ — Three Months Ended January 31, 2023 Three Months Ended January 31, 2022 Consolidated Statement of Operations Consolidated Statement of Operations Ref Related Party Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid 1 Employees $ — $ 223 $ — $ — $ — $ 211 $ — $ — 2 Mutual water companies $ — $ — $ 372 $ — $ — $ — $ 139 $ — 3 Cooperative association $ — $ — $ 393 $ — $ — $ — $ 365 $ — 4 Calavo $ — $ — $ — $ — $ — $ 80 $ 2 $ 126 5 Cadiz / Fenner / WAM $ — $ — $ 1,138 $ — $ — $ — $ 717 $ — 7 YMIDD $ 135 $ — $ — $ — $ — $ — $ 14 $ — 8 FGF $ 83 $ 74 $ 10 $ — $ 229 $ — $ 59 $ — 12 Principal owner $ — $ — $ — $ 209 $ — $ — $ — $ — (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 material rental payments due from employees at January 31, 2023 or October 31, 2022. (2) Mutual water companies - The Company has representation on the boards of directors of the mutual water companies in which the Company has investments, as well as other water districts. 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 and districts. (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. The Company purchased services and supplies from and had payments due to the cooperative association. (4) Calavo - Through January 2022, the Company had representation on the board of directors of Calavo. Calavo owned common stock of the Company and the Company paid dividends on such common stock to Calavo. 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. In 2013, the Company entered a long-term lease agreement (the “Lease”) with Cadiz Real Estate, LLC (“Cadiz”), a wholly owned subsidiary of Cadiz, Inc., and currently leases 670 acres located in eastern San Bernardino County, California. The annual base rent is equal to the sum of $ 200 per planted acre and 20 % of gross revenues from the sale of harvested lemons (less operating expenses), not to exceed $ 1,200 per acre per year. In 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”). 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. (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 immaterial amounts payable to them for such purchases. Additionally, the Company received fallowing revenue from YMIDD. 20 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 14. Related Party Transactions (continued) (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. The Company has a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services. The Company records revenue related to the licensing of intangible assets to FGF. The Company leases the Santa Clara ranch to FGF and records rental revenue related to the leased land. (9) LLCB - Refer to Note 5 - Real Estate Development. (12) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner. 15. Income Taxes The effective tax rate for the three months ended January 31, 2023 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 January 31, 2023. 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, 2023. 16. Retirement Plans The Limoneira Company Retirement Plan (the “Plan”) is a noncontributory, defined benefit, single employer pension plan, which provides retirement benefits for all eligible employees. Benefits paid by the Plan are calculated based on years of service, highest five-year average earnings, primary Social Security benefit and retirement age. Effective June 2004, the Company froze the Plan and no additional benefits accrued to participants subsequent to that date. The Plan is administered by Principal Bank and Mercer Human Resource Consulting. In fiscal year 2021, the Company terminated the Plan effective December 31, 2021. During the three months ended January 31, 2023, the Company made funding contributions of $ 2,550,000 to fully fund and settle the plan obligations. Lump sum payments were made to a portion of the active and vested terminated participants and annuities were purchased for all remaining participants from an insurance company. There are no remaining benefit obligations or plan assets and the remaining accumulated other comprehensive loss was fully recognized. 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. Plan assets were invested in a group trust consisting primarily of pooled funds, mutual funds, cash and cash equivalents. The components of net periodic pension cost for the Plan for the three months ended January 31, 2023 and 2022 were as follows (in thousands): Three Months Ended January 31, 2023 2022 Administrative expenses $ 20 $ 180 Interest cost 34 130 Expected return on plan assets ( 17 ) ( 127 ) Prior service cost 4 11 Recognized actuarial loss — 99 Settlement loss recognized 2,700 — Net periodic benefit cost $ 2,741 $ 293 21 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 17. Commitments and Contingencies The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any pending or threatened litigation against it that it expects will have a material adverse effect on its business, financial condition, liquidity, or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings. 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 of the Thomas Fire in fiscal year 2018. While the outcome of this lawsuit is uncertain, the Company believes its claim for damages is valid. 18. Stock-based Compensation The Company has a stock-based compensation plan (the"Stock Plan") that allows for the grant of restricted stock of the Company to members of management, key executives and non-employee directors. The fair value of such awards is based on the fair value of the Company’s common stock on the date of grant and all are classified as equity awards. Performance Awards 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 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 have been met, and generally vest over a two-year period as service is provided. During December 2022, 79,972 shares of restricted stock with a per share price of $ 13.19 were granted to management under the Stock Plan for fiscal year 2022 performance, resulting in total compensation expense of approximately $ 1,055,000 , with $ 365,000 recognized in the fiscal year ended October 31, 2022 and the balance to be recognized over the next two years as the shares vest. Executive Awards Certain restricted stock grants are made to key executives under the Stock Plan (“Executive Awards”). Executive Awards generally vest over a three-year period as service is provided. During December 2022, the Company granted 55,000 shares of restricted stock with a per share price of $ 13.19 to key executives under the Stock Plan. The related compensation expense of approximately $ 725,000 will be recognized equally over the next three years as the shares vest. In fiscal year 2022, the Company entered into Retention Bonus Agreements with key executives (collectively, the “Retention Bonus Agreements”) whereby the executives will be eligible to receive cash and restricted stock grants. During December 2022, the Company granted 11,317 shares of common stock with a per share price of $ 13.19 to key executives related to the Retention Bonus Agreements. The related compensation expense of approximately $ 149,000 had $ 122,000 recognized in the fiscal year ended October 31, 2022 and the balance will be recognized over the next year as the shares vest. Director Awards The Company issues shares of restricted stock to non-employee directors under the Stock Plan on an annual basis that generally vest over a one-year period (“Director Awards”). Exchange of Common Stock During the three months ended January 31, 2023 and 2022, members of management exchanged zero and 55,362 shares of common stock with fair values totaling zero and $ 900,000 , respectively, at the dates of the exchanges, for the payment of payroll taxes associated with the vesting of shares under the Stock Plan. 22 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 19. Segment Information The Company operates in four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness. 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 harvest costs 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. The lemon packing segment expenses are comprised of lemon packing costs. The lemon packing segment revenues include intersegment revenues between fresh lemons and lemon packing. The intersegment revenues are included gross in the segment note and a separate line item is shown as an elimination. The avocados segment includes sales, farming and harvest costs. The other agribusiness segment includes sales, farming and harvest costs and brokered fruit 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 $ 1,152,000 and specialty citrus and other crops of $ 1,247,000 for the three months ended January 31, 2023. 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. The Company does not separately allocate depreciation and amortization to its fresh lemons, lemon packing, avocados and other agribusiness segments. No asset information is provided for reportable operating segments, as these specified amounts are not included in the measure of segment profit or loss reviewed by the Company’s chief operating decision maker. The Company measures operating performance, including revenues and operating income, of its operating segments and allocates resources based on its evaluation. The Company does not allocate selling, general and administrative expense, gain on disposal of assets, 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. Intersegment revenues represent packing revenues related to lemons grown on the Company’s orchards. Segment information for the three months ended January 31, 2023 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 28,481 $ 5,648 $ — $ — $ 2,399 $ 36,528 $ 1,373 $ 37,901 Intersegment revenue — 7,363 ( 7,363 ) — — — — — Total net revenues 28,481 13,011 ( 7,363 ) — 2,399 36,528 1,373 37,901 Costs and expenses (gain) 33,300 11,353 ( 7,363 ) — 1,816 39,106 ( 29,536 ) 9,570 Depreciation and amortization — — — — — 2,135 312 2,447 Operating income (loss) $ ( 4,819 ) $ 1,658 $ — $ — $ 583 $ ( 4,713 ) $ 30,597 $ 25,884 Segment information for the three months ended January 31, 2022 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 29,600 $ 5,968 $ — $ 766 $ 1,749 $ 38,083 $ 1,191 $ 39,274 Intersegment revenue — 6,589 ( 6,589 ) — — — — — Total net revenues 29,600 12,557 ( 6,589 ) 766 1,749 38,083 1,191 39,274 Costs and expenses 32,161 10,556 ( 6,589 ) 321 2,610 39,059 7,293 46,352 Depreciation and amortization — — — — — 2,185 295 2,480 Operating (loss) income $ ( 2,561 ) $ 2,001 $ — $ 445 $ ( 861 ) $ ( 3,161 ) $ ( 6,397 ) $ ( 9,558 ) 20. Subsequent Events The Company evaluated events subsequent to January 31, 2023 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. 23