What changed in this filing

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Item 1. Business

2023-12-21 compared with 2022-12-22 · 92 added, 130 removed, 230 unchanged (49% of the section changed)

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We are one of California’s oldest citrus growers.

According to Sunkist Growers, Inc.

(“Sunkist”), we are one of the largest growers of lemons in the United States and, according to the California Avocado Commission, one of the largest growers of avocados in the United States.

In addition to growing lemons and avocados, we grow oranges and a variety of specialty citrus and other crops.

We have agricultural plantings throughout Ventura, Tulare, San Luis Obispo and San Bernardino Counties in California, Yuma County in Arizona, La Serena, Chile and Jujuy, Argentina, which collectively consist of approximately 5,600 acres of lemons, 900 acres of avocados, 1,000 acres of oranges and 1,000 acres of specialty citrus and other crops.

According to Sunkist Growers, Inc., we are one of the largest growers of lemons in the United States and, according to the California Avocado Commission, one of the largest growers of avocados in the United States.

In addition to growing lemons and avocados, we grow oranges and other crops.

We have agricultural plantings throughout Ventura and San Luis Obispo in California and Yuma County in Arizona, La Serena, Chile and Jujuy, Argentina, which collectively consist of approximately 3,500 acres of lemons, 1,200 acres of avocados, 100 acres of oranges and 400 acres of wine grapes.

We also operate our own packinghouses in Santa Paula, California and Yuma, Arizona, where we process, pack and sell lemons that we grow, as well as lemons grown by others.

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(“Rosales”), a citrus packing, marketing and sales business, a 90% interest in Fruticola Pan de Azucar S.A.

(“PDA”), a lemon and orange orchard and a 100% interest in Agricola San Pablo SpA.

("San Pablo"), a lemon and orange orchard, all of which are located near La Serena, Chile.

(“PDA”), a lemon and orange orchard and a 100% interest in Agricola San Pablo, SpA (“San Pablo”), a lemon and orange orchard, all of which are located near La Serena, Chile.

We have a 51% interest in a joint venture, Trapani Fresh Consorcio de Cooperacion (“Trapani Fresh”), a lemon orchard in Argentina.

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Water for our farming operations is sourced from the existing water resources associated with our land, which includes rights to water in the adjudicated Santa Paula Basin (aquifer) and the un-adjudicated Fillmore and Paso Robles Basins (aquifers).

We use ground water from the San Joaquin Valley Basin and water from local water and irrigation districts in Tulare County, which is in California’s San Joaquin Valley.

We also use ground water from the Cadiz Valley Basin in California’s San Bernardino County and surface water in Arizona from the Colorado River through the Yuma Mesa Irrigation and Drainage District (“YMIDD”).

We also use surface water in Arizona from the Colorado River through the Yuma Mesa Irrigation and Drainage District (“YMIDD”).

We use ground water provided by wells and surface water for our PDA and San Pablo farming operations in Chile and our Trapani Fresh farming operations in Argentina.

We use ground water from the San Joaquin Valley Basin and water from local water and irrigation districts in Tulare County, which is in California’s San Joaquin Valley.

We used ground water from the Cadiz Valley Basin in California's San Bernardino County.

For more than 100 years, we have been making strategic investments in California agriculture and real estate.

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Fiscal Year 2023 Highlights and Recent Developments

We are equal partners in a joint venture with The Lewis Group of Companies (“Lewis”) for the residential development of our East Area I real estate development project and formed Limoneira Lewis Community Builders, LLC ("LLCB") as the development entity.

LLCB has closed on lot sales representing 586 units from inception through October 31, 2022.

In October 2022, we entered

into a joint venture with Lewis for the development of our 17-acre East Area I Retained Property (“Retained Property”).

We formed LLCB II, LLC ("LLCB II") as the development entity, contributed our Retained Property to the joint venture and sold a 50% interest to Lewis for $8.0 million.

We recorded a gain on the transaction of approximately $4.7 million, of which $0.5 million was deferred.

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.

In connection with the closing, we amended LLCB’s Limited Liability Company Agreement to provide that LLCB is to include the processing of final approval for additional residential units to be developed and constructed on the Retained Property.

For further information see Note 5 – Real Estate Development.

In September 2021, we signed a Memorandum of Understanding with Wileman Bros.

& Elliott, Inc.

("Wileman"), to form an alliance to sell their combined citrus volumes under Limoneira's One World of Citrus trademark.

Wileman is a 95-year-old citrus business located in California’s Central Valley with a focus on oranges, mandarins and specialty citrus.

Effective November 1, 2021, the majority of our oranges and certain specialty citrus are packed by Wileman.

In January 2022, we were notified of Alex M.

Teague’s decision to retire as Senior Vice President and Chief Operating Officer of our Company, effective February 1, 2022.

In connection with his retirement, we entered into a separation agreement with Mr.

Teague whereas, (i) Mr.

Teague was paid one year of his annual base salary, which was paid in one lump sum within 90 business days of January 12, 2022;

(ii) 23,999 shares of our common stock granted to Mr.

Teague pursuant to the Limoneira Company Omnibus Incentive Plan fully vested;

and (iii) Mr.

Teague received certain other benefits as set forth in the agreement.

In fiscal year 2022, Mr.

Teague received $0.4 million cash severance and $0.3 million accelerated vesting of stock-based compensation.

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

In March 2022, we signed an agreement to lease Finca Santa Clara, our 1,200-acre lemon ranch in Argentina, to FGF Trapani ("FGF"), our 49% partner in Trapani Fresh.

The lease is retroactive beginning November 1, 2021, with a term of 14 months at a fixed sum of $0.4 million, payable in five equal, monthly installments from August 2022 through December 2022.

We expect to extend the lease agreement for an additional year.

In April 2022, the promissory note previously received for the sale of our Centennial property, with a net carrying value of $2.4 million, was paid in full and the deferred gain of $0.2 million was recognized.

In June 2022, we engaged with YMIDD in a two-year fallowing and forbearance program at our Associated Citrus Packers, Inc.

On October 10, 2022, we 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 an adjusted purchase price of approximately $100.0 million.

The agreement became effective on January 25, 2023, when the Board of Directors (the “Board”) approved the Agreement, binding us to sell the Northern Properties and the transaction closed on January 31, 2023.

We received net cash proceeds of approximately $98.4 million and recorded a gain of approximately $40.0 million.

The proceeds were used primarily to pay down debt.

On January 31, 2023, we entered into a Farm Management Agreement (the “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, we 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.

During the three months ended January 31, 2023, the Company made funding contributions of $2.5 million to fully fund and settle the plan obligations of the Limoneira Company Retirement Plan.

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.

On November 30, 2022, we sold our Sevilla property, received net proceeds of $2.6 million and recorded an immaterial loss in the first quarter of fiscal year 2023.

On April 18, 2023, we entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) with Southern California Edison and Edison International to formally resolve any and all claims related to the Thomas Fire in fiscal year 2018.

Under the terms of the Settlement Agreement, the Company was awarded a total settlement of $9.0 million.

On May 19, 2023, the Company received approximately $6.1 million, net of legal and related costs.

In April 2023, we determined that citrus farming operations were economically unviable on 670 acres of leased agricultural land at the Cadiz Ranch.

As a result, we ceased farming operations, disposed of the related property, plant and equipment and recorded a loss on disposal of assets of $9.0 million in the second quarter of fiscal year 2023.

In August 2023, we engaged with YMIDD and the United States Bureau of Reclamation in a fallowing and forbearance program at our Associated Citrus Packers, Inc.

(“Associated”) ranch in Yuma, Arizona.

We expect to receive payments totaling approximately $1.3 million during the program.

With the fallowing program in place, this ranch will have approximately 700 acres of productive lemons, 400 fallowed acres and 200 acres of other crops.

In October 2022, we sold our Oxnard Lemon property and packing facility located in Ventura County, California.

We received net proceeds of $19.1 million and recognized a gain of approximately $0.8 million.

Concurrent with the closing of the sale, we entered into a lease agreement to continue our use of the property as a lessee for a period of 36 months from the closing date, with extension options for an additional 24 months.

On December 20, 2022, we declared a cash dividend of $0.075 per common share payable on January 13, 2023, in the aggregate amount of $1.3 million to stockholders of record as of January 3, 2023.

In fiscal year 2020, we entered into an agreement to sell our Sevilla property for $2.7 million, which closed on November 30, 2022.

We received net proceeds of $2.6 million and recorded an immaterial loss in the first quarter of fiscal year 2023.

We expect to receive approximately $1.3 million annually, paid in quarterly installments, for fallowing approximately 600 acres out of 1,300 acres of farmland through calendar year 2025.

In October 2023, Limoneira Lewis Community Builders, LLC (“LLCB”) closed on lot sales representing 121 residential units and we recorded equity in earnings of investments of $5.1 million for fiscal year 2023.

On December 1, 2023, we announced the commencement of a strategic review process to explore potential alternatives aimed at maximizing stockholder value.

Potential strategic alternatives could include, but not be limited to, a sale of all or parts of the Company and its assets, a merger or other transaction.

The Board has not set a timetable for completion of the review and no transaction or other outcome is guaranteed to take place.

At this time, we cannot predict the impact that such strategic alternatives might have on our business, operations or financial condition.

On December 19, 2023, we declared a cash dividend of $0.075 per common share to be paid on January 12, 2024, in the aggregate amount of approximately $1.3 million to stockholders of record as of January 2, 2024.

COVID-19 Pandemic

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The export market for fresh produce also significantly declined due to the COVID-19 pandemic impacts.

As of October 31, 2022, the demand within both markets is recovering but has not yet returned to pre-pandemic levels.

The decline in demand for our products beginning the second quarter of fiscal year 2020, which we believe was due to the COVID-19 pandemic, negatively impacted our sales and profitability for the last three quarters of fiscal year 2020 and all of fiscal years 2021 and 2022.

The COVID-19 pandemic may impact our sales and profitability in future periods.

The decline in demand for our products beginning the second quarter of fiscal year 2020 has negatively impacted our sales and profitability for the last four fiscal years.

The COVID-19 pandemic may continue to impact our sales and profitability in future periods.

The duration of these trends and the magnitude of such impacts cannot be estimated at this time, as they are influenced by a number of factors, many of which are outside management’s control, including, but not limited, to those presented in Item 1A.

Risk Factors of this Annual

Notwithstanding the adverse impacts and subject to unforeseen changes that may arise as the COVID-19 pandemic continues, we currently expect improvement in fiscal year 2023 compared to fiscal year 2022.

Given the economic uncertainty as a result of the COVID-19 pandemic over the past three years, we have taken actions to improve our current liquidity position, including temporarily postponing capital expenditures, selling equity securities to increase cash, reducing operating costs, substantially reducing discretionary spending and strategically selling certain assets.

Risk Factors of this Annual Report.

Given the economic uncertainty as a result of the COVID-19 pandemic over the past four fiscal years, we have taken actions to improve our current liquidity position, including strategically selling certain assets, temporarily postponing capital expenditures and substantially reducing discretionary spending.

There is continued uncertainty around the breadth and duration of our business disruptions related to the COVID-19 pandemic, as well as its impact on the U.S.

economy and the ongoing business operations of our customers.

The ongoing impact of the COVID-19 pandemic on our results of operations, financial condition, or liquidity for fiscal year 2023 and beyond cannot be fully estimated at this point.

The ongoing impact of the COVID-19 pandemic on our results of operations, financial condition, or liquidity for fiscal year 2024 and beyond cannot be estimated at this point.

The following discussions are subject to the future effects of the COVID-19 pandemic on our ongoing business operations.

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The agribusiness division is comprised of four reportable operating segments:

fresh lemons, lemon packing, avocados and other agribusiness, which includes oranges, specialty citrus and other crops.

The agribusiness division includes our core operations of farming, harvesting, lemon packing and citrus sales operations.

fresh lemons, lemon packing, avocados and other agribusiness, which includes oranges, specialty citrus, other crops and farm management services.

The agribusiness division includes our core operations of farming, harvesting, lemon packing and lemon sales operations.

The rental operations division includes our residential and commercial rentals, leased land operations and organic recycling.

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Agribusiness Summary

We market and sell lemons directly to our food service, wholesale and retail customers throughout the United States, Canada, Asia, Australia, Europe and certain other international markets.

We are one of the largest lemon growers in the United States with approximately 5,600 acres of lemons planted primarily in Ventura, Tulare and San Bernardino Counties in California and in Yuma County, Arizona.

In California, the lemon growing area stretches from the Coachella Valley to Fresno and Monterey Counties, with the majority of the growing areas located in the coastal areas from Ventura County to Monterey County.

We market and sell lemons directly to our food service, wholesale and retail customers throughout the United States, Canada, Asia, Australia and certain other international markets.

We are one of the largest lemon growers in the United States with approximately 3,500 acres of lemons planted primarily in Ventura County, California and in Yuma County, Arizona.

Ventura County is California’s top lemon producing county.

Approximately 29% of our lemons are grown in Ventura County, 20% are grown in Tulare County, 12% are grown in Yuma County, Arizona and 11% are grown in San Bernardino County, California.

We also grow approximately 9% of our lemons near La Serena, Chile and 19% of our lemons in Argentina.

Approximately 55% of our lemons are grown in Ventura County and 24% are grown in Yuma County.

We also grow approximately 21% of our lemons near La Serena, Chile.

There are many varieties of lemons, with the Lisbon, Eureka and Genoa being the predominant varieties marketed on a worldwide basis.

Approximately 88% of our lemon plantings are of the Lisbon, Eureka and Genoa varieties and approximately 12% are of other varieties such as sweet Meyer lemons, Proprietary Seedless lemons and Pink Variegated lemons.

Approximately 96% of our lemon plantings are of the Lisbon, Eureka and Genoa varieties and approximately 4% are of other varieties such as sweet Meyer lemons and Proprietary Seedless lemons.

California-grown lemons are available throughout the year, with peak production periods occurring from January through August.

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We are one of the largest avocado growers in the United States with approximately 1,200 acres of avocados planted throughout Ventura County.

In California, the avocado growing area stretches from San Diego County to Monterey County, with the majority of the growing areas located approximately 100 miles north and south of Los Angeles County.

California-grown avocados have peak production periods occurring between February and July.

Other avocado varieties have a more limited picking season and typically command a lower price.

Because of superior eating quality, the Hass avocado has contributed greatly to the avocado’s growing popularity through its retail, restaurant and other food service uses.

Approximately

95% of our avocado plantings are of the Hass variety.

Approximately 95% of our avocado plantings are of the Hass variety.

The storage life of fresh avocados generally ranges from one to four weeks, depending upon the maturity of the fruit, the growing methods used and the handling conditions in the distribution chain.

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

Primarily due to differing soil conditions, the care of avocado trees is intensive.

Primarily related to differing soil conditions, the care of avocado trees is intensive.

The need for more production per acre to compete with foreign sources of supply has required us to take an important lead in the practice of dense planting (typically four times the number of avocado trees per acre versus traditional avocado plantings) and mulching composition to help trees acclimate under conditions that more closely resemble those found in the tropics, a better climate for avocado growth.

Oranges, Specialty Citrus and Other Crops.

We have approximately 1,000 acres of oranges planted primarily in Tulare County, California.

In California, the growing area for oranges stretches from Imperial County to Yolo County.

California-grown Navel oranges are available from October to June, with peak production periods occurring between January and April.

Other Agribusiness.

We have approximately 100 acres of oranges planted near La Serena, Chile.

Approximately 72% of our orange plantings are of the Navel variety and approximately 28% are of the Valencia variety.

We estimate approximately 70% of our oranges are sold to retail customers and approximately 30% are sold to wholesale customers.

We currently have approximately 1,000 acres of specialty citrus and other crops planted such as Moro blood oranges, Cara Cara oranges, Minneola tangelos, Star Ruby grapefruit, pummelos, pistachios and wine grapes.

We utilize third-party packinghouses to process and pack our oranges and specialty citrus.

A portion of our oranges and specialty citrus is marketed and sold under the Sunkist brand by Sunkist and orders are processed by Sunkist-member packinghouses.

As an agricultural cooperative, Sunkist coordinates the sales and marketing of the oranges and specialty citrus and orders are processed by Sunkist-member packinghouses for direct shipment to customers.

We currently market our other crops, such as pistachios and wine grapes, utilizing processors that are not members of agricultural cooperatives.

Our pistachios are harvested and sold to a roaster, packager and marketer of nuts, and our wine grapes are sold to various wine producers.

We have approximately 400 acres of wine grapes.

Additionally, we provide farm management services, which include farming, management and operations services mainly related to the Northern Properties.

Prior to the Northern Properties sale, we utilized third-party packinghouses to process and pack our oranges.

A portion of our oranges was marketed and sold under the Sunkist brand by Sunkist and orders were processed by Sunkist-member packinghouses.

As an agricultural cooperative, Sunkist coordinated the sales and marketing of the oranges and specialty citrus and orders were processed by Sunkist-member packinghouses for direct shipment to customers.

We currently market our wine grapes utilizing processors that are not members of agricultural cooperatives.

Our wine grapes are harvested and sold to various wine producers.

We have agricultural plantings on properties located in the United States, Chile and Argentina.

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Ranch Name County / State or Country Total

Acres Lemons Avocados Oranges Specialty

Acres Lemons Avocados Oranges Wine Grapes Other

Limoneira/Olivelands Ventura, CA 1,700 500 700 — — 500

La Campana Ventura, CA 300 — 300 — — —

Teague McKevett Ventura, CA 500 — — — — 500

Orchard Farm Ventura, CA 1,100 500 — — — 600

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Limco Del Mar Ventura, CA 200 100 100 — — —

Porterville Ranches Tulare, CA 1,200 300 — 300 300 300

Ducor Ranches Tulare, CA 1,000 300 — 300 300 100

Sheldon Ranches Tulare, CA 700 100 — 300 100 200

Lemons 400 Tulare, CA 800 400 — — — 400

Windfall Farms San Luis Obispo, CA 700 — — — 400 300

Cadiz San Bernardino, CA 800 600 — — — 200

Associated Citrus Packers Yuma, AZ 1,300 600 — — — 700

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Our headquarters, lemon packing operations and storage facilities are located on this property.

The Teague McKevett Ranch is the site of our real estate development project known as East Area I and described below under the “Real Estate Development Summary” heading.

The other agribusiness land in the table above includes corporate and lemon packing facilities, land leased to other agricultural businesses, rental units, roads, creeks, hillsides and other open land.

Other acres in the table above includes corporate and lemon packing facilities, land leased to other agricultural businesses, rental units, roads, creeks, hillsides and other open land.

Our orchards can maintain production for many years.

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Oranges — 100 — 100

Specialty citrus and other — 900 100 1,000

Wine grapes 100 300 — 400

Total 800 3,100 1,300 5,200

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We pack and sell lemons grown by us as well as lemons grown by others, the operations of which are included in our financial statements under the lemon packing segment.

Lemons delivered to our packinghouse in Santa Paula, California and Yuma, Arizona are sized, graded, cooled, ripened and packed for delivery to customers.

Lemons delivered to our packinghouses in Santa Paula, California and Yuma, Arizona are sized, graded, cooled, ripened and packed for delivery to customers.

Our ability to accurately estimate the size, grade and timing of the delivery of the annual lemon crop has a substantial impact on both our costs and the sales price we receive for the fruit.

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Our rental operations include our residential and commercial rentals, leased land operations and organic recycling.

We own and maintain 257 residential housing units located mainly in Ventura and Tulare Counties in California that we lease to employees, former employees and non-employees.

We own and maintain 238 residential housing units located in Ventura County in California that we lease to employees, former employees and outside tenants.

We also own several commercial office buildings.

These properties generate reliable cash flows that we use to partially fund the operating cost's of our business.

These properties generate reliable cash flows that we use to partially fund the operating costs of our business.

As of October 31, 2023, we lease approximately 400 acres of our land to third-party agricultural tenants who grow a variety of row crops.

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Real Estate Development Summary

We invest in real estate development projects and recognize that long-term strategies are required for successful real estate development activities.

We invest in real estate investment projects and recognize that long-term strategies are required for successful real estate development activities.

Our goal is to redeploy real estate earnings and cash flow into the expansion of our agribusiness and other income producing real estate.

impacted by government approvals, project revenue and cost estimates and assumptions, economic conditions, financing sources and product demand as well as other factors.

For real estate development projects and joint ventures, it is not unusual for the timing and amounts of revenues and costs, partner contributions and distributions, project loans, other financing assumptions and project cash flows to be impacted by government approvals, project revenue and cost estimates and assumptions, economic conditions, financing sources and product demand as well as other factors.

Such factors could affect our results of operations, cash flows and liquidity.

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East Area I is the location for our master planned community of commercial and residential properties, named Harvest at Limoneira , designed to satisfy expected demand in a region that we believe will have few other developments in this coming decade.

In November 2015, we entered into a joint venture with Lewis for the residential development of our East Area I real estate development project.

In November 2015, we entered into a joint venture with the Lewis Group of Companies (“Lewis”) for the residential development of our East Area I real estate development project.

To consummate the transaction, we formed LLCB as the development entity, contributed our East Area I property to the joint venture and sold a 50% interest in the joint venture to Lewis for $20.0 million.

The first phase of the project broke ground to commence mass grading in November 2017.

Project plans include approximately 1,500 residential units and site improvements.

Approved project plans include approximately 1,500 residential units and site improvements.

A total of 707 residential units have closed from the project's inception to October 31, 2023.

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The joint venture partners will share in capital contributions to fund project costs until loan proceeds and/or revenues are sufficient to fund the projects.

Since inception, each partner has made funding contributions of $21.4 million to LLCB.

We expect to receive approximately $115.0 million from LLCB and LLCB II over the seven remaining years of the projects, including the $8.0 million received in fiscal year 2022.

Since inception, each partner has made funding contributions of $21.4 million to LLCB and $0.5 million to LLCB II.

We expect to receive approximately $123.0 million from LLCB, LLCB II and East Area II over the next seven years of the projects.

East Area II - Santa Paula, California.

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Santa Maria - Santa Barbara County, California.

As of October 31, 2022, we were invested in one entitled development parcel, Sevilla, located in Santa Maria in Santa Barbara County, California.

In fiscal year 2020, we entered into an agreement to sell our Sevilla property for $2.7 million, which closed in the first quarter of fiscal year 2023.

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With agricultural operations dating back to 1893, we are one of California’s oldest citrus growers and one of the largest growers of lemons and avocados in the United States.

Consequently, we have developed significant experience with a variety of crops, mainly lemons, avocados and oranges.

Consequently, we have developed significant experience with a variety of crops, mainly lemons and avocados.

The following is a brief list of what we believe are our significant competitive strengths with respect to our agribusiness operations:

• Our agricultural properties in Ventura County are located near the Pacific Ocean, which provides an ideal environment for growing lemons, avocados and row crops.

Our agricultural properties in Tulare County, which is in the San Joaquin Valley in Central California, and in Yuma, Arizona, are also located in areas that are well-suited for growing citrus crops.

Our agricultural properties in Yuma, Arizona, are also located in an area that is well-suited for growing citrus crops.

• Historically, a higher percentage of our crops goes to the fresh market, which is commonly referred to as fresh utilization, than that of other growers and packers with which we compete.

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• In all but one of our properties, we are not dependent on State or Federal water projects to support our agribusiness or real estate development operations.

• We own approximately 94% of our agricultural land and take a long view on our fruit production practices.

• We own a majority of our agricultural land and take a long view on our fruit production practices.

• A significant amount of our agribusiness property was acquired many years ago, which results in a low-cost basis and associated expenses.

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• We have made investments in ground-based solar projects that provide us with tangible and intangible non-revenue generating benefits.

The electricity generated by these investments provides us with a significant portion of the electricity required to operate our packinghouse and cold storage facilities located in Santa Paula, California and provides a significant portion of the electricity required to operate four deep-water well pumps at one of our ranches in Tulare County, California.

Additionally, these investments support our sustainable agricultural practices, reduce our dependence on fossil-based electricity generation and lower our carbon footprint.

Moreover, electricity that we generate and do not use is conveyed seamlessly back to the investor-owned utilities operating in these two markets.

Finally, over time, we expect that our customers and the end consumers of our fruit will value the investments that we have made in renewable energy as a part of our farming and packing operations, which we believe may help us differentiate our products from similar commodities.

Moreover, electricity that we generate and do not use is conveyed back to the utility companies.

Finally, over time, we expect that our customers and the end consumers of our fruit will value the investments that we have made in renewable energy as a part of our packing operations, which we believe may help us differentiate our products from similar commodities.

• We have made various other investments in water rights and mutual water companies.

We own shares in the following mutual water companies:

Farmers Irrigation Co., Canyon Irrigation Co., San Cayetano Mutual Water Co., Middle Road Mutual Water Co.

and Pioneer Water Company, Inc.

Farmers Irrigation Co., Canyon Irrigation Co., San Cayetano Mutual Water Co.

and Middle Road Mutual Water Co.

Additionally, we acquired water rights in the adjudicated Santa Paula Basin (aquifer), the YMIDD and in Chile.

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Business Strategy

We are an agribusiness and real estate development company that generates revenue and annual cash flows to support investments in agricultural efficiencies and acquisitions and real estate development activities.

As our agricultural and non-strategic real estate development investments are monetized, we intend to use the cash flow to reduce existing debt, fund acquisitions, invest in farming efficiencies and expand packing capacities through our One World of Citrus Asset Light Business Model.

We are an agribusiness and real estate development company that generates revenue and annual cash flows to support investments in agricultural efficiencies and real estate development activities.

As our agricultural and non-strategic real estate development investments are monetized, we intend to use the cash flow to reduce existing debt, invest in farming efficiencies and expand packing capacities through our One World of Citrus Asset Lighter Business Model.

We will also use more third-party grower and supplier fruit to reduce the impact of pricing volatility and rising farming costs.

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With respect to our agribusiness operations, key elements of our strategy are:

• Expand our One World of Citrus Asset Light Business Model in three main channels:

• Expand our One World of Citrus Asset Lighter Business Model in three main channels:

◦ Growing, packing, marketing and distributing fruit grown on our properties;

◦ Utilizing third-party fruit by packing, marketing and distributing their fruit through Limoneira channels;

◦ Utilizing third-party grower fruit by packing, marketing and distributing their fruit through Limoneira channels;

◦ Marketing and distributing brokered fruit.

We intend to strategically sell certain assets to reduce existing debt, fund acquisitions, increase farming efficiencies and expand packing capabilities.

We intend to strategically sell certain assets to reduce existing debt, increase farming efficiencies and expand packing capabilities.

Increased volume of fruit sales is expected to be fueled by sourcing from third-party growers and suppliers, thus mitigating the volatility that commodity pricing has on growers.

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Peak lemon production occurs at different times of the year depending on geographic region.

In addition to our lemon production in California and Arizona and lemons we acquire from domestic

third-party growers and suppliers, we have expanded our lemon supply sources to international markets such as Mexico, Chile and Argentina.

In addition to our lemon production in California and Arizona and lemons we acquire from domestic third-party growers and suppliers, we have expanded our lemon supply sources to international markets such as Mexico, Chile and Argentina.

Increases in lemons procured from third-party growers and suppliers and international sources improve our ability to provide our customers with fresh lemons throughout the year.

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Our plantings of avocados have been profitable and have been pursued to diversify our product line.

Agricultural land that we believe is not suitable for lemons is typically planted with avocados, oranges, specialty citrus or other crops.

While we may expand our avocados, we expect to do so on an opportunistic basis in locations that we believe offer a record of historical profitability.

Agricultural land that we believe is not suitable for lemons is typically planted with avocados or other crops.

While we expand our avocado plantings, we expect to do so on an opportunistic basis in locations that we believe offer a record of historical profitability.

Other Operations

With respect to our rental operations and real estate development activities, key elements of our strategy include the following:

• Selectively Secure Additional Rental and Housing Units .

• Rental and Housing Units .

Our housing, commercial and land rental operations provide us with a consistent, dependable source of cash flow that helps to fund our overall activities.

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When we determine that leasing the land to third-party row crop farmers would be more profitable than farming the land, we intend to seek third-party row crop tenants.

• Opportunistically Expand our Income-Producing Commercial and Industrial Rental Assets .

We intend to redeploy our future financial gains to acquire additional income-producing real estate investments and agricultural properties.

• Selectively and Responsibly Develop our Agricultural Land .

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and international customers during fiscal year 2023.

We sell our avocados, oranges, specialty citrus and other crops to third-party packinghouses and our wine grapes to wine producers.

We sell our avocados and oranges to third-party packinghouses and our wine grapes to wine producers.

The agribusiness crop markets are intensely competitive, but no single producer has any significant market power over any market segments, as is consistent with the production of most agricultural commodities.

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Customers are typically large retail chains, food service companies, industrial manufacturers and distributors who sell and deliver to smaller customers in local markets throughout the world.

In the purest sense, our largest competitors in our agribusiness segments are other citrus and avocado producers in California, Mexico, Chile, Argentina and Florida, a number of which are members of cooperatives such as Sunkist or have selling relationships with third-party

packinghouses similar to that of Limoneira.

Our lemons and oranges also compete with other fruits and vegetables for the share of consumer expenditures devoted to fresh fruit and vegetables:

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As with any agribusiness enterprise, our agribusiness operations are predominantly seasonal in nature.

The harvest and sale of our lemons, avocados, oranges and specialty citrus and other crops occurs in all quarters, but is generally more concentrated during our third quarter.

Our lemons are generally grown and marketed throughout the year, our avocados are primarily sold from January through August, our oranges are primarily sold from January through June, our specialty citrus is primarily sold from November through April and our other crops, such as pistachios and wine grapes, are primarily sold in September and October.

The harvest and sale of our lemons, avocados, oranges and other crops occurs in all quarters, but is generally more concentrated during our third quarter.

Our lemons are generally grown and marketed throughout the year, our avocados are primarily sold from January through August and our wine grapes are primarily sold in September and October.

Environmental and Regulatory Matters

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Human Capital Resources

At October 31, 2022, we had 265 employees, of which 95 were salaried and 170 were hourly.

As of October 31, 2023, we had 257 employees, of which 100 were salaried and 157 were hourly.

None of our employees are subject to a collective bargaining agreement.

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We also seek to support the welfare of the people who produce, process and harvest the products we sell.

We have established several new diversity, inclusion and belonging efforts and programs to better ensure that we are supporting our employees.

We have several diversity, inclusion and belonging efforts and programs to better ensure that we are supporting our employees.

Limoneira’s overall culture emphasizes the health and safety of our employees and the customers we serve.

Limoneira has an Illness and Injury Prevention Plan (IIPP), a Safety Guide and conforms to and follows regulations and guidelines set forth by OSHA in all facilities and operations.

Where a particular jurisdiction's guidelines, such as Cal OHSA, are different from the OSHA standard, Limoneira adheres to the most extensive guidelines.

Where a particular jurisdiction's guidelines, such as Cal/OSHA, are different from the OSHA standard, Limoneira adheres to the most extensive guidelines.

We have excellent results from our safety programs compared to similar companies within our industry.

In response to the COVID-19 pandemic, we implemented, and continue to improve, appropriate safety measures in all our facilities and locations.

We strive to be a great place for our employees to work and live.

We offer competitive pay and best-in-class benefits, including a 401k plan with matching contribution opportunities, comprehensive paid healthcare plans, wellness programs and tuition reimbursement.

We own and maintain 257 residential housing units located mainly in Ventura and Tulare Counties in California.

We lease these housing units to employees, former employees and non-employees.

We own and maintain 238 residential housing units located in Ventura County, California.

We lease these housing units to employees, former employees and outside tenants.

Our residential units provide affordable housing to many of our employees, including our agribusiness employees.

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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-K

Item 1. Business