66 unchanged sentences
Consolidated Financial Statements of Limoneira Company
−Removed: Consolidated Balance Sheets at October 31, 2022 and 2021
+Added: Consolidated Balance Sheets as of October 31, 2023 and 2022
Consolidated Statements of Operations for the years ended October 31, 2023, 2022 and 2021
−Removed: Consolidated Statements of Comprehensive Loss for the years ended October 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Comprehensive Income (Loss) for the years ended October 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity and Temporary Equity for the years ended October 31, 2023, 2022 and 2021
13 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 22, 2022.
−Removed: LIMONEIRA COMPANY
−Removed: /s/ Harold S.
−Removed: Director, President and
−Removed: Chief Executive Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on December 22, 2022, by the following persons on behalf of the registrant and in the capacities indicated:
−Removed: Signature Title
−Removed: Slater Chairman of the Board of Directors
−Removed: /s/ Harold S.
−Removed: Edwards Director, President and Chief Executive Officer
−Removed: Edwards (Principal Executive Officer)
−Removed: /s/ Mark Palamountain Chief Financial Officer and Treasurer
−Removed: Mark Palamountain (Principal Financial and Accounting Officer)
−Removed: /s/ Gordon E.
−Removed: Kimball Director
−Removed: /s/ Edgar Terry Director
−Removed: /s/ Elizabeth Blanchard Chess Director
−Removed: Elizabeth Blanchard Chess
−Removed: /s/ Elizabeth Mora Director
−Removed: Elizabeth Mora
−Removed: /s/ John W.H.
−Removed: Merriman Director
−Removed: /s/ Barbara Carbone Director
−Removed: Barbara Carbone
EXHIBIT INDEX
8 unchanged sentences
3.5 Amended and Restated Bylaws of Limoneira Company (Incorporated by reference to exhibit 3.1 to the Company's Current Report on Form 8-K, filed October 27, 2021 (File No.
−Removed: 4.1 Specimen Certificate representing shares of Common Stock, par value $0.01 per share (Incorporated by reference to exhibit 4.1 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
−Removed: 4.2 Rights Agreement dated December 20, 2006 between Limoneira Company and The Bank of New York, as Rights Agent (Incorporated by reference to exhibit 4.2 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
4.1 Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, $.01 Par Value, of Limoneira Company, dated November 21, 2006 (Incorporated by reference to exhibit 3.8 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
2 unchanged sentences
4.4 Certificate of Designation, Preferences and Rights of 4% Voting Preferred Stock, $100.00 Par Value, Series B-2 of Limoneira Company, dated March 20, 2014 (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 24, 2014 (File No.
−Removed: 4.7* Description of Securities
+Added: 4.5 Description of Securities (Incorporated by refer e nce to e xhibit 4.7 of the Company's Annual Report on Form 10-K, filed on December 22, 2022 (File No.
10.1 Real Estate Advisory Management Consultant Agreement dated April 1, 2004, by and between Limoneira Company and Parkstone Companies (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed August 25, 2010 (File No.
3 unchanged sentences
(Incorporated by reference to exhibit 10.6 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
−Removed: 10.4 Revolving Equity Line of Credit Promissory Note and Loan Agreement, dated October 28, 1997, between Limoneira Company and Farm Credit West, FLCA (as successor by merger to Central Coast Federal Land Bank Association) (Incorporated by reference to exhibit 10.9 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
−Removed: 10.5 Promissory Note and Loan Agreement, dated April 23, 2007, between Farm Credit West, FLCA and Limoneira Company (Incorporated by reference to exhibit 10.10 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
−Removed: 10.6 Promissory Note and Loan Agreement, dated September 23, 2005, among Farm Credit West, FLCA and Windfall Investors, LLC (Incorporated by reference to exhibit 10.12 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
−Removed: 10.7 Master Loan Agreement, dated May 1, 2012, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed May 2, 2012 (File No.
−Removed: 10.8 Promissory Note and Supplement to Master Loan Agreement, dated May 1, 2012, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed, May 2, 2012 (File No.
−Removed: 10.9 Pre-Annexation and Development Agreement, dated March 3, 2008, by and between the City of Santa Paula and Limoneira Company (Incorporated by reference to exhibit 10.20 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
10.4 Judgment, dated March 7, 1996, United Water Conservation Dist.
1 unchanged sentence
115611, Superior Court of the State of California, Ventura County (Incorporated by reference to exhibit 10.24 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
−Removed: 10.11 Option Agreement, dated February 27, 2013, by and among the Company, Jason B.
−Removed: Rushing as Trustee of the Jason B.
−Removed: Rushing Trust, Jennifer R.
−Removed: Rushing as trustee for the Jennifer R.
−Removed: Rushing Revocable trust, Zella A.
−Removed: Rushing as trustee of the 1988 Zella Rushing Trust (Incorporated by reference to exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed June 10, 2013 (File No.
−Removed: 10.12 Purchase and Sale Agreement and Escrow Instructions, dated April 8, 2013, by and among HM East Ridge LLC, Limoneira Company and IPDC construction, Inc., (Incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K, filed April 12, 2013 (File No.
10.5 Lease Agreement, dated July 1, 2013, by and between the Company and Cadiz, Inc.
1 unchanged sentence
10.6 Cadiz-Limoneira Amended and Restated Lease, dated February 3, 2015, by and between Cadiz Real Estate LLC and Limoneira Company (Incorporated by reference to exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2015 (File No.
−Removed: 10.15 Agreement and Plan of Merger, dated September 6, 2013, by and among Limoneira Company, ACP Merger Sub, Inc., Associated Citrus Packers, Inc., and Mark Spencer, as the Shareholder Representative defined therein (Incorporated by reference to exhibit 10.1 to the Current Report on form 8-K, filed September 12, 2013 (File No.
−Removed: 10.16 Purchase and Sale Agreement and Joint Escrow Instructions, dated September 27, 2013, by and between Sun World International, LLC and Limoneira Company (Incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K, filed October 15, 2013 (File No.
−Removed: 10.17 Construction Contract and Agreement, dated October 1, 2013, by and between Limoneira Company and NEXGEN Builders, Inc.
−Removed: (Incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K, filed December 4, 2013 (File No.
−Removed: 10.18 General Conditions of the Contract and Agreement, dated October 1, 2013, by and between Limoneira company and NEXGEN Builders, Inc.
−Removed: (Incorporated by reference to exhibit 10.2 to the Current Report on Form 8-K, filed December 4, 2013 (File No.
−Removed: 10.19 Purchase and Sale Agreement and Escrow Instructions, dated November 29, 2013, by and between Templeton Santa Barbara, LLC and MI Land, LLC related to the sale of the Sevilla Property (Incorporated by reference to exhibit 10.3 to the Current Report on Form 8-K, filed December 4, 2013 (File No.
10.7 Series B-2 Preferred Stock Purchase Agreement, dated March 21, 2014, by and between Limoneira Company and WPI-ACP Holdings, LLC (Incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K, filed March 24, 2014 (File No.
1 unchanged sentence
10.9 First Amended and Restated Limited Liability Company Agreement of Limoneira Lewis Community Builders, LLC, dated November 10, 2015, by and among Limoneira EA1 Land LLC and Lewis Santa Paula Member, LLC (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 16, 2015 (File No.
−Removed: 10.23 Interim Funding Agreement, dated December 1, 2015, between Limoneira and Wells Fargo Equipment Finance, Inc.
−Removed: (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 22, 2015 (File No.
−Removed: 10.24 Master Loan and Security Agreement, dated December 1, 2015, between Limoneira Company and Wells Fargo Equipment Finance, Inc.
−Removed: (Incorporated by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed March 10, 2016 (File No.
−Removed: 10.25 Loan Schedule to Master Loan and Security Agreement, dated January 20, 2016, between Limoneira Company and Wells Fargo Equipment Finance, Inc.
−Removed: (Incorporated by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed March 10, 2016 (File No.
−Removed: 10.26 Promissory Note and Loan Agreement, dated February 11, 2016, between Limoneira Company and Farm Credit West, FLCA (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 18, 2016 (File No.
10.10 Retained Property Development Agreement, dated November 10, 2015, by and among Limoneira Company and Limoneira Lewis Community Builders, LLC (Incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K, filed November 16, 2015 (File No.
−Removed: 10.28 Master Loan Agreement, dated June 19, 2017, between Limoneira Company and Farm Credit West, FLCA (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, file d June 21, 2017 (File No.
−Removed: 10.29† Revolving Credit Facility Promissory Note and Supplement to Master Loan Agreement, dated June 19, 2017, between Limoneira Company and Farm Credit West FLCA (Incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed June 21, 2017 (File No.
−Removed: 10.30 Non-revolving Credit Facility Promissory Note and Supplement to Master Loan Agreement, dated June 19, 2017, between Limoneira Company and Farm Credit West FLCA (Incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K, filed June 21, 2017 (File No.
−Removed: 10.31 Revolving Credit Facility Supplement, dated January 29, 2018, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 1, 2018 (File No.
10.11 Line of Credit Loan Agreement, dated February 22, 2018, by and between Limoneira Lewis Community Builders, LLC and Bank of America, N.A.
11 unchanged sentences
Lewis Revocable Trust u/d/t dated September 1, 2006, and Limoneira Company (Incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K, filed March 2, 2018 (File No.
−Removed: 10.35† Form of Restricted Share Award Agreement under the Limoneira Company 2010 Amended and Restated Omnibus Incentive Plan (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed April 11, 2018 (File No.
10.14 Master Loan Agreement, dated June 1, 2021, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.
2 unchanged sentences
10.17 Agreement to Convert to Fixed Interest Rate, dated June 8, 2021, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.
−Removed: 10.40 Separation Agreement, dated January 10, 2022, by and between Limoneira Company and Alex M.
−Removed: Teague (Incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K, filed January 14, 2022 (File No.
−Removed: 10.41 Consulting Agreement, dated January 12, 2022, by and between Limoneira Company and AMT Ag Consulting, LLC (Incorporated by reference to exhibit 10.2 to the Company's Current Report on Form 8-K, filed January 14, 2022 (File No.
10.18† Limoneira Company 2022 Omnibus Incentive Plan, as approved by the Stockholders on March 22, 2022 (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.
2 unchanged sentences
10.21† Form of Time-Based Restricted Share Award Agreement for Employees, Pursuant to the Limoneira Company 2022 Omnibus Incentive Plan (Incorporated by reference to exhibit 10.5 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.
−Removed: 10.46 Purchase and Sale Agreement, dated as of September 7, 2022, by and between Limone i r a Company and Limone i r a Lewis Community Builders, LLC (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed September 8, 2022 (File No.
−Removed: 10.47 Purchase and Sale Agreement and Joint Escrow Instructions, dated as of September 12, 2022, by and between Limoneira Company and Ventura County Railway Company, LLC (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed September 15, 2022 (File No.
+Added: 10.22 Purchase and Sale Agreement, dated as of September 7, 2022, by and between Limoneira Company and Limoneira Lewis Community Builders, LLC (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed September 8, 2022 (File No.
10.23† Retention Bonus Agreement, dated October 26, 2022, between Limoneira Company and Harold Edwards (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed October 27, 2022 (File No.
4 unchanged sentences
10.28 Closing Agreement, dated October 25, 2022, between the Company, Limoneira Lewis Community Builders, LLC and Limoneira Lewis Community Builders II, LLC (Incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K/A, filed on October 31, 2022 (File No.
+Added: 10.29 Farm Management Agreement, dated January 31, 2023, by and between Capital Agricultural Property Services, Inc.
+Added: by and between Capital Agricultural Services, Inc.
+Added: and Limoneira Company (incorporated by reference to exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2023 (File No.
+Added: 10.30 Grower Packing & Marketing Agreement, dated as of January 31, 2023, by and between Limoneira Company and PAI Centurion Citrus, LLC (incorporated by reference to exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2023 (File No.
+Added: 10.31 Form of Award Agreement under the Limoneira Company 2022 Omnibus Plan (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed November 2, 2023 (File No.
21.1* Subsidiaries of Limoneira Company
7 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97* Limoneira Company Amended and R estated Clawback Policy , dated as of October 3 0 , 2023
99.1* Limoneira Lewis Community Builders, LLC - Financial Statements as of October 31, 2023 and 20 2 2
12 unchanged sentences
† Denotes management contracts and compensatory plans or arrangements.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 21, 2023.
+Added: LIMONEIRA COMPANY
+Added: /s/ Harold S.
+Added: Director, President and
+Added: Chief Executive Officer
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on December 21, 2023, by the following persons on behalf of the registrant and in the capacities indicated:
+Added: Signature Title
+Added: Slater Chairman of the Board of Directors
+Added: /s/ Harold S.
+Added: Edwards Director, President and Chief Executive Officer
+Added: Edwards (Principal Executive Officer)
+Added: /s/ Mark Palamountain Chief Financial Officer and Treasurer
+Added: Mark Palamountain (Principal Financial and Accounting Officer)
+Added: /s/ Gordon E.
+Added: Kimball Director
+Added: /s/ Edgar Terry Director
+Added: /s/ Elizabeth Blanchard Chess Director
+Added: Elizabeth Blanchard Chess
+Added: /s/ Elizabeth Mora Director
+Added: Elizabeth Mora
+Added: /s/ Barbara Carbone Director
+Added: Barbara Carbone
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.