Limoneira CO 10-Q

Item 1. Financial Statements LIMONEIRA COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except share and per share data) January 31, 2024 October 31, 2023 Assets Current assets: Cash $ 527 $ 3,631 Accounts receivable, net 16,663 14,458 Cultural costs 2,584 2,334 Prepaid expenses and other current assets 5,492 5,588 Receivables/other from related parties 3,333 4,214 Total current assets 28,599 30,225 Property, plant and equipment, net 160,197 160,631 Real estate development 9,980 9,987 Equity in investments 79,057 78,816 Goodwill 1,508 1,512 Intangible assets, net 6,419 6,657 Other assets 13,816 13,382 Total assets $ 299,576 $ 301,210 Liabilities, Convertible Preferred Stock and Stockholders' Equity Current liabilities: Accounts payable $ 8,765 $ 9,892 Growers and suppliers payable 8,297 9,629 Accrued liabilities 8,084 8,651 Payables to related parties 5,139 4,805 Current portion of long-term debt 668 381 Total current liabilities 30,953 33,358 Long-term liabilities: Long-term debt, less current portion 51,413 40,628 Deferred income taxes 17,988 22,172 Other long-term liabilities 4,224 4,555 Total liabilities 104,578 100,713 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, 2024 and October 31, 2023) ( 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, 2024 and October 31, 2023) ( 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, 2024 and October 31, 2023) — — Common Stock – $ 0.01 par value ( 39,000,000 shares authorized: 18,255,895 and 18,192,009 shares issued and 18,004,918 and 17,941,032 shares outstanding at January 31, 2024 and October 31, 2023, respectively) 180 179 Additional paid-in capital 168,620 168,441 Retained earnings 13,957 19,017 Accumulated other comprehensive loss ( 6,133 ) ( 5,666 ) Treasury stock, at cost, 250,977 shares at January 31, 2024 and October 31, 2023 ( 3,493 ) ( 3,493 ) Noncontrolling interest 11,057 11,209 Total stockholders' equity 184,188 189,687 Total liabilities, convertible preferred stock and stockholders' equity $ 299,576 $ 301,210 The accompanying notes are an integral part of these unaudited consolidated financial statements. 4 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data) Three Months Ended January 31, 2024 2023 Net revenues: Agribusiness $ 38,339 $ 36,528 Other operations 1,392 1,373 Total net revenues 39,731 37,901 Costs and expenses: Agribusiness 39,114 41,241 Other operations 1,182 1,238 Gain on disposal of assets, net ( 165 ) ( 39,742 ) Selling, general and administrative 7,345 9,280 Total costs and expenses 47,476 12,017 Operating (loss) income ( 7,745 ) 25,884 Other (expense) income: Interest income 22 8 Interest expense, net of patronage dividends ( 207 ) ( 1,172 ) Equity in earnings of investments, net 41 253 Other income (expense), net 22 ( 2,612 ) Total other expense ( 122 ) ( 3,523 ) (Loss) income before income tax benefit (provision) ( 7,867 ) 22,361 Income tax benefit (provision) 4,190 ( 6,827 ) Net (loss) income ( 3,677 ) 15,534 Net loss attributable to noncontrolling interest 92 97 Net (loss) income attributable to Limoneira Company ( 3,585 ) 15,631 Preferred dividends ( 125 ) ( 125 ) Net (loss) income applicable to common stock $ ( 3,710 ) $ 15,506 Basic net (loss) income per common share $ ( 0.21 ) $ 0.87 Diluted net (loss) income per common share $ ( 0.21 ) $ 0.84 Weighted-average common shares outstanding-basic 17,627 17,573 Weighted-average common shares outstanding-diluted 17,627 18,378 The accompanying notes are an integral part of these unaudited consolidated financial statements. 5 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED) (in thousands) Three Months Ended January 31, 2024 2023 Net (loss) income $ ( 3,677 ) $ 15,534 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments ( 467 ) 2,223 Minimum pension liability adjustments, net of tax of $ 0 and $( 135 ) — ( 220 ) Pension settlement cost, net of tax of $ 0 and $ 756 — 1,944 Total other comprehensive (loss) income, net of tax ( 467 ) 3,947 Comprehensive (loss) income ( 4,144 ) 19,481 Comprehensive loss attributable to noncontrolling interest 92 97 Comprehensive (loss) income attributable to Limoneira Company $ ( 4,052 ) $ 19,578 The accompanying notes are an integral part of these unaudited consolidated financial statements. 6 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY (UNAUDITED) (in thousands, except share and per share data) 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 Stock Interest Equity Stock Stock Balance at October 31, 2023 17,941,032 $ 179 $ 168,441 $ 19,017 $ ( 5,666 ) $ ( 3,493 ) $ 11,209 $ 189,687 $ 1,479 $ 9,331 Dividends Common ($ 0.075 per share) — — — ( 1,350 ) — — — ( 1,350 ) — — Dividends Series B ($ 2.19 per share) — — — ( 32 ) — — — ( 32 ) — — Dividends Series B-2 ($ 10 per share) — — — ( 93 ) — — — ( 93 ) — — Stock compensation 99,983 1 863 — — — — 864 — — Exchange of common stock ( 36,097 ) — ( 684 ) — — — — ( 684 ) — — Noncontrolling interest adjustment — — — — — — ( 60 ) ( 60 ) — — Net loss — — — ( 3,585 ) — — ( 92 ) ( 3,677 ) — — Other comprehensive loss, net of tax — — — — ( 467 ) — — ( 467 ) — — Balance at January 31, 2024 18,004,918 $ 180 $ 168,620 $ 13,957 $ ( 6,133 ) $ ( 3,493 ) $ 11,057 $ 184,188 $ 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, 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 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, 2024 2023 Operating activities Net (loss) income $ ( 3,677 ) $ 15,534 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 2,058 2,447 Gain on disposal of assets, net ( 165 ) ( 39,742 ) Stock compensation expense 864 1,064 Non-cash lease expense 420 389 Equity in earnings of investments, net ( 41 ) ( 253 ) Deferred income taxes ( 4,190 ) 6,827 Other, net 2 171 Changes in operating assets and liabilities: Accounts receivable and receivables/other from related parties ( 1,694 ) ( 1,676 ) Cultural costs ( 251 ) 1,343 Prepaid expenses and other current assets ( 196 ) 529 Other assets ( 85 ) ( 10 ) Accounts payable and growers and suppliers payable ( 2,709 ) ( 7,838 ) Accrued liabilities and payables to related parties ( 160 ) 455 Other long-term liabilities ( 447 ) ( 430 ) Net cash used in operating activities ( 10,271 ) ( 21,190 ) Investing activities Capital expenditures ( 2,240 ) ( 2,151 ) Net proceeds from sales of assets 783 98,888 Net proceeds from sale of real estate development assets — 2,577 Cash distribution from Trapani Fresh 61 82 Collection on notes receivable 66 — Equity investment contributions and capitalized interest ( 294 ) ( 275 ) Investments in mutual water companies and water rights ( 15 ) ( 11 ) Net cash (used in) provided by investing activities ( 1,639 ) 99,110 Financing activities Borrowings of long-term debt 37,524 57,940 Repayments of long-term debt ( 26,429 ) ( 122,692 ) Principal paid on finance leases and equipment financings ( 121 ) ( 107 ) Dividends paid – common ( 1,350 ) ( 1,337 ) Dividends paid – preferred ( 125 ) ( 125 ) Exchange of common stock ( 684 ) — Net cash provided by (used in) financing activities 8,815 ( 66,321 ) Effect of exchange rate changes on cash ( 9 ) 8 Net (decrease) increase in cash ( 3,104 ) 11,607 Cash at beginning of period 3,631 857 Cash at end of period $ 527 $ 12,464 8 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED) (in thousands) Three Months Ended January 31, 2024 2023 Supplemental disclosures of cash flow information Cash paid during the period for interest (net of amounts capitalized) $ 156 $ 1,006 Cash paid during the period for income taxes $ — $ — Non-cash investing and financing activities: Capital expenditures accrued but not paid at period-end $ 116 $ 818 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, harvesting 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, Australia and other international markets. Through fiscal year 2023, the Company was a member of Sunkist Growers, Inc., an agricultural marketing cooperative, and sold 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 (Loss) Income Comprehensive (loss) income represents all changes in a company’s net assets, except changes resulting from transactions with stockholders. Other comprehensive income or loss 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 (loss) income by component (in thousands): Three Months Ended January 31, 2024 2023 Pre-tax Amount Tax Benefit (Expense) Net Amount Pre-tax Amount Tax Benefit (Expense) Net Amount Foreign currency translation adjustments $ ( 467 ) $ — $ ( 467 ) $ 2,223 $ — $ 2,223 Minimum pension liability adjustments: Other comprehensive (loss) income before reclassifications — — — ( 355 ) 135 ( 220 ) Amounts reclassified to earnings included in “Other income (expense), net” — — — 2,700 ( 756 ) 1,944 Other comprehensive (loss) income $ ( 467 ) $ — $ ( 467 ) $ 4,568 $ ( 621 ) $ 3,947 10 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. Summary of Significant Accounting Policies (continued) Comprehensive (Loss) Income (continued) The following table summarizes the changes in accumulated other comprehensive loss by component (in thousands): Foreign Currency Translation Loss Defined Benefit Pension Plan Accumulated Other Comprehensive Loss Balance at October 31, 2023 $ ( 5,666 ) $ — $ ( 5,666 ) Other comprehensive loss ( 467 ) — ( 467 ) Balance at January 31, 2024 $ ( 6,133 ) $ — $ ( 6,133 ) Foreign Currency Translation (Loss) Gain Defined Benefit Pension Plan Accumulated Other Comprehensive Loss 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 ) COVID-19 Pandemic The decline in demand for the Company's products as a result of the COVID-19 pandemic negatively impacted the Company's sales and profitability beginning in the second quarter of fiscal year 2020. The export market for fresh produce continues to experience decreased demand and the COVID-19 pandemic may continue to impact the Company's 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. Recent Accounting Pronouncements Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ASU 2023-07 is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses, the chief operating decision maker (“CODM”), and how the CODM uses the reported measure(s) of segment profit or loss. This amendment also requires that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by FASB Accounting Standards Codification Topic 280, Segment Reporting, in interim periods. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU is effective for public business entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements . Concentrations Concentrations of credit risk with respect to revenues and accounts receivable are limited due to a large, diverse customer base. One individual customer represented 13 % of revenue for the three months ended January 31, 2024. Three individual customers represented 19 %, 16 % and 11 % of accounts receivable, net as of January 31, 2024. One individual supplier represented 15 % of accounts payable as of January 31, 2024. 11 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. Summary of Significant Accounting Policies (continued) Concentrations (continued) Lemons procured from third-party growers were 84 % and 66 % of the Company's lemon supply for the three months ended January 31, 2024 and 2023, respectively. One third-party grower was 19 % of the lemon supply for the three months ended January 31, 2024. 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. 3. Asset Sales and Disposals Northern Properties 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. During the quarter ended April 30, 2023, the purchase price was decreased by $ 397,000 for reimbursement of certain cultural costs and prepaid expenses, resulting in a final purchase price of $ 100,008,000 . After transaction costs the Company received net proceeds of $ 98,411,000 . The following is a summary of the transaction (in thousands): Net cash proceeds received $ 85,494 Debt directly repaid through the transaction 12,917 Total net proceeds received 98,411 Less: net book value of assets sold Cultural costs 3,853 Prepaid expenses and other current assets 155 Property, plant and equipment, net 53,144 Intangible assets, net 12 Other assets 1,320 Accrued liabilities ( 68 ) 58,416 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. 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. Yuma Property In December 2023, the Company sold 12 acres of real property located in Yuma, Arizona for a sales price of $ 775,000 . After transaction and closing costs, the Company recorded a gain on disposal of assets of approximately $ 187,000 during the quarter ended January 31, 2024. 12 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): January 31, 2024 October 31, 2023 Prepaid supplies and insurance $ 2,401 $ 1,667 Assets held for sale — 535 Sales tax receivable 287 490 Income tax receivable 815 816 Lemon supplier advances 412 791 Other 1,577 1,289 $ 5,492 $ 5,588 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 $ 9,980,000 and $ 9,987,000 as of January 31, 2024 and October 31, 2023, 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 . 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 and East Area II, 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 as of January 31, 2024 and October 31, 2023, 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. Effective as of February 22, 2024, the loan maturity date was extended to August 22, 2024 and the interest rate transitioned from the BSBY to the Secured Overnight Financing Rate ("SOFR") plus 2.85 %. The Loan contains certain customary default provisions and LLCB may prepay any amounts outstanding under the Loan without penalty. The Loan had no outstanding balance as of January 31, 2024. 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 and the Loan terminates. 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. 13 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 5. Real Estate Development (continued) East Area I, Retained Property and East Area II (continued) 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, 2024 and October 31, 2023. 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 $ 200,000 and $ 275,000 to LLCB II during the three months ended January 31, 2024 and 2023, respectively. Through January 31, 2024, LLCB has closed on lot sales representing 707 residential units since inception. 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, 2024 October 31, 2023 Limoneira Lewis Community Builders, LLC $ 66,359 $ 66,288 LLCB II, LLC 9,066 8,869 Limco Del Mar, Ltd. 1,801 1,832 Rosales 1,329 1,325 Romney Property Partnership 502 502 $ 79,057 $ 78,816 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, 2024, this threshold was met for LLCB and thus summarized income statement information is presented in this Quarterly Report on Form 10-Q. The following is unaudited summarized financial information for LLCB (in thousands): Three Months Ended January 31, 2024 2023 Revenues $ 913 $ 344 Cost of land sold 800 — Operating expenses 21 240 Net income $ 92 $ 104 Net income attributable to Limoneira Company $ 92 $ 104 14 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 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, 2023 $ 1,512 Foreign currency translation adjustment ( 4 ) Balance at January 31, 2024 $ 1,508 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, 2024. Intangible assets consist of the following (in thousands): January 31, 2024 October 31, 2023 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 ( 1,156 ) 952 8 $ 2,108 $ ( 1,104 ) $ 1,004 8 Customer relationships 4,037 ( 2,224 ) 1,813 9 4,037 ( 2,111 ) 1,926 9 Non-competition agreement 437 ( 146 ) 291 8 437 ( 132 ) 305 8 Acquired water and mineral rights 3,363 — 3,363 Indefinite 3,422 — 3,422 Indefinite $ 9,945 $ ( 3,526 ) $ 6,419 $ 10,004 $ ( 3,347 ) $ 6,657 Amortization expense totaled $ 179,000 and $ 197,000 for the three months ended January 31, 2024 and 2023, respectively. Estimated future amortization expense of intangible assets as of January 31, 2024 is as follows (in thousands): 2024 (remaining nine months) $ 532 2025 711 2026 711 2027 427 2028 427 Thereafter 248 $ 3,056 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 - Asset Sales and Disposals. Amounts included in other assets in the consolidated balance sheets as of January 31, 2024 and October 31, 2023 were $ 6,168,000 and $ 5,703,000 , respectively. 15 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 9. Accrued Liabilities Accrued liabilities consist of the following (in thousands): January 31, 2024 October 31, 2023 Compensation $ 2,333 $ 2,858 Property taxes 316 548 Operating expenses 2,228 2,223 Leases 2,262 2,150 Other 945 872 $ 8,084 $ 8,651 10. Long-Term Debt Long-term debt is comprised of the following (in thousands): January 31, 2024 October 31, 2023 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 SOFR, which was 5.35 % at January 31, 2024, plus 1.78 %. 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. $ 51,288 $ 40,000 Banco de Chile term loan: The interest rate is fixed at 6.48 %. The loan is payable in annual installments through January 2025. 447 583 Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48 %. The loans are payable in monthly installments through September 2024. 77 112 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. 269 314 Total long-term debt 52,081 41,009 Less current portion 668 381 Long-term debt, less current portion $ 51,413 $ 40,628 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. 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 featured a 3-year draw period followed by 20 years of fully amortized loan payments. On March 31, 2023, the draw period expired and the RELOC was closed as there was no balance outstanding. The Supplements provide aggregate borrowing capacity of $ 115,000,000 comprised of $ 75,000,000 under the Revolving Credit Supplement, and $ 40,000,000 under the Non-Revolving Credit Supplement. As of January 31, 2024, the Company's outstanding borrowings under the Supplements were $ 51,288,000 and it had $ 63,712,000 available to borrow. In January 2023, the Company used the proceeds from the Northern Properties sale as described in Note 3 - Asset Sales and Disposals to reduce the Company's long-term debt. 16 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 10. Long-Term Debt (continued) 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 SOFR. The applicable margin ranges from 1.68 % to 2.28 % depending on the ratio of current assets, plus the remaining available commitment divided by current liabilities. On each 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. All indebtedness under the MLA, 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, certain of the Company’s agricultural properties, 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. 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 on an annual basis. In September 2023, the Lender modified the covenant to defer measurement as of October 31, 2023 and resume a debt service coverage ratio of 1.25 :1.0 measured as of October 31, 2024. In December 2023, the Lender declared an annual cash patronage dividend of 1.25 % of average eligible loan balances and the Company received $ 300,000 in the second quarter of fiscal year 2024. 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. Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress. The Company capitalized interest of $ 56,000 and $ 347,000 during the three months ended January 31, 2024 and 2023, respectively. Capitalized interest is included in property, plant and equipment, real estate development assets and equity in investments in the Company’s consolidated balance sheets. 11. Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): January 31, 2024 October 31, 2023 Loan guarantee 1,080 1,080 Leases 2,031 2,316 Other 1,113 1,159 $ 4,224 $ 4,555 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 19 years with various renewal terms available. All of the residential rentals have month-to-month lease terms. 17 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 12. Leases (continued) Lessor Arrangements (continued) T he Company's rental operations revenue consists of the following (in thousands): Three Months Ended January 31, 2024 2023 Operating lease revenue $ 1,292 $ 1,291 Variable lease revenue 100 82 Total lease revenue $ 1,392 $ 1,373 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 four years , with various term extensions available. 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. Lease costs are primarily included in agribusiness costs and expenses in the Company's consolidated statements of operations. Lease costs consist of the following (in thousands): Three Months Ended January 31, 2024 2023 Operating lease costs $ 499 $ 491 Finance lease costs: Amortization of lease assets 47 33 Interest on lease liabilities 9 8 Variable lease costs ( 18 ) 145 Short-term lease costs 69 162 Total lease costs $ 606 $ 839 Supplemental balance sheet information related to leases consists of the following (in thousands): Classification January 31, 2024 October 31, 2023 Assets Operating lease ROU assets Other assets $ 3,399 $ 3,484 Finance lease assets Other assets 1,134 1,182 $ 4,533 $ 4,666 Liabilities Current operating lease liabilities Accrued liabilities $ 1,943 $ 1,831 Current finance lease liabilities Accrued liabilities 319 319 Non-current operating lease liabilities Other long-term liabilities 1,500 1,714 Non-current finance lease liabilities Other long-term liabilities 531 602 $ 4,293 $ 4,466 18 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 12. Leases (continued) Supplemental cash flow information related to leases consists of the following (in thousands): Three Months Ended January 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 513 $ 478 Operating cash outflows from finance leases $ 9 $ 8 Financing cash outflows from finance leases $ 71 $ 59 ROU assets obtained in exchange for new operating lease liabilities $ 352 $ 99 13. Basic and Diluted Net (Loss) Income Per Share Basic net (loss) income per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock. Diluted net (loss) income per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of unvested, restricted stock and conversion of preferred stock. The computations for basic and diluted net (loss) income per common share are as follows (in thousands, except per share data): Three Months Ended January 31, 2024 2023 Basic net (loss) income per common share: Net (loss) income applicable to common stock $ ( 3,710 ) $ 15,506 Effect of unvested, restricted stock ( 27 ) ( 161 ) Numerator: Net (loss) income for basic EPS ( 3,737 ) 15,345 Denominator: Weighted average common shares–basic 17,627 17,573 Basic net (loss) income per common share $ ( 0.21 ) $ 0.87 Diluted net (loss) income per common share: Net (loss) income for basic EPS $ ( 3,737 ) $ 15,345 Effect of dilutive preferred stock — 125 Numerator: Net (loss) income for diluted EPS ( 3,737 ) 15,470 Weighted average common shares–basic 17,627 17,573 Effect of dilutive preferred stock — 805 Denominator: Weighted average common shares–diluted 17,627 18,378 Diluted net (loss) income per common share $ ( 0.21 ) $ 0.84 Diluted net (loss) income per common share is computed using the more dilutive method of either the two-class method or the treasury stock method. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share. The Company’s unvested, restricted stock awards qualify as participating shares. Diluted net (loss) income per common share was calculated under the two-class method for the three months ended January 31, 2024 and 2023. 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, 2024 October 31, 2023 Balance Sheet Balance Sheet Ref Related-Party Receivables/Other from Related Parties Other Assets Payables to Related Parties Receivables/Other from Related Parties Other Assets Payables to Related Parties 2 Mutual water companies $ — $ 465 $ 652 $ — $ 523 $ 48 5 Cadiz / Fenner / WAM $ — $ — $ 206 $ — $ — $ 206 6 YMIDD $ 326 $ — $ — $ 571 $ — $ — 7 FGF $ 2,560 $ 2,519 $ 837 $ 2,681 $ 2,519 $ 837 8 LLCB $ — $ — $ 3,444 $ 66 $ — $ 3,444 10 Rosales $ 447 $ — $ — $ 896 $ — $ 270 Three Months Ended January 31, 2024 Three Months Ended January 31, 2023 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 $ — $ 221 $ — $ — $ — $ 223 $ — $ — 2 Mutual water companies $ — $ — $ 549 $ — $ — $ — $ 372 $ — 3 Cooperative association $ — $ — $ 489 $ — $ — $ — $ 393 $ — 5 Cadiz / Fenner / WAM $ — $ — $ — $ 93 $ — $ — $ 1,138 $ — 6 YMIDD $ 318 $ — $ — $ — $ 135 $ — $ — $ — 7 FGF $ 83 $ 50 $ — $ — $ 83 $ 74 $ 10 $ — 9 Principal Owner $ — $ — $ — $ 224 $ — $ — $ — $ 209 10 Rosales $ 1,323 $ — $ 49 $ — $ — $ — $ — $ — (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. (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 immaterial payments due to the cooperative association. (5) Cadiz / Fenner / WAM - A member of the Company’s board of directors served as the CEO, President and a member of the board of directors of Cadiz, Inc. through December 31, 2023. As of January 1, 2024, Cadiz, Inc. is no longer a related-party. 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 leased 670 acres located in eastern San Bernardino County, California. In 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”). As of the date of the lease assignment, the Company no longer had any related-party transactions with Cadiz. An affiliate of WAM is the holder of 9,300 shares of the Company's Series B-2 convertible preferred stock. The annual base rent was 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. Upon the adoption of ASC 842, the Company recorded a ROU asset and corresponding lease liability, which were written off in fiscal year 2023 upon cessation of farming operations. (6) 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 no amounts payable to them for such purchases. Additionally, the Company received fallowing revenue from YMIDD and has a receivable outstanding. 20 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 14. Related-Party Transactions (continued) (7) 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. (8) LLCB - Refer to Note 5 - Real Estate Development. (9) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner. (10) Rosales - The Company has an equity interest in Rosales as further described in Note 6 - Equity in Investments. The Company recognizes lemon sales to Rosales, procures lemons and oranges from Rosales and has amounts due to and due from Rosales for such sales and consignments. 15. Income Taxes The effective tax rate for the three months ended January 31, 2024 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 executive compensation, nondeductible tax items and valuation allowances on certain deferred tax assets of foreign subsidiaries. The Company has no material uncertain tax positions as of January 31, 2024. 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, 2024. 16. Retirement Plans The Limoneira Company Retirement Plan (the “Plan”) was a noncontributory, defined benefit, single employer pension plan, which provided retirement benefits for all eligible employees. Benefits paid by the Plan were 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 was 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 $ 2,500,000 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. 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 were as follows (in thousands): Three Months Ended January 31, 2024 2023 Administrative expenses $ — $ 20 Interest cost — 34 Expected return on plan assets — ( 17 ) Prior service cost — 4 Settlement loss recognized — 2,700 Net periodic benefit cost $ — $ 2,741 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. 18. Stock-based Compensation The Company has a stock-based compensation plan (the “Stock Plan”) that allows for the grant of common 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 grants 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 2023, 36,127 shares of common stock with a per share price of $ 19.57 were granted to management under the Stock Plan for fiscal year 2023 performance, resulting in total compensation expense of approximately $ 707,000 , with $ 293,000 recognized in the fiscal year ended October 31, 2023, and the balance will 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”). These grants generally vest over a three-year period as service is provided. During November 2023, the Company granted 53,078 shares of common stock with a per share price of $ 14.13 to key executives under the Stock Plan. The related compensation expense of approximately $ 750,000 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 2023, the Company granted 12,709 shares of common stock with a per share price of $ 19.57 to key executives related to the Retention Bonus Agreements. The related compensation expense of approximately $ 249,000 had $ 115,000 recognized in the fiscal year ended October 31, 2023, and the balance will be recognized over the next year as the shares vest. In November 2023, the Company entered into Performance Share-Based Award Agreements with key executives whereby the executives may be granted performance shares in the future based on the achievement of certain long-term performance goals. The Company recorded $ 80,000 of stock compensation expense related to these awards during the three months ended January 31, 2024 . Director Awards The Company issues shares of common stock to non-employee directors under the Stock Plan on an annual basis that generally vest over a one-year period (“Director Awards”). During January 2024, 609 shares of common stock were granted as Director Awards with a per share price of $ 20.37 . Exchange of Common Stock During the three months ended January 31, 2024 and 2023, members of management exchanged 36,097 and zero shares of common stock with fair values totaling $ 684,000 and zero , 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 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 primarily includes sales, farm management, farming and harvest costs, brokered fruit costs of oranges and specialty citrus, other crops, fallowing revenue, shipping revenue and shipping costs. During fiscal year 2024, the Company changed its reporting of other revenue and other costs and includes these items in the other agribusiness segment instead of the fresh lemons segment. Prior year's information has been restated to conform to the current year's presentation. 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 or loss on disposal of assets, total other income (expense) and income taxes, or specifically identify them to its operating segments. The lemon packing segment 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, 2024 is as follows (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 27,384 $ 5,592 $ — $ — $ 5,363 $ 38,339 $ 1,392 $ 39,731 Intersegment revenue — 6,716 ( 6,716 ) — — — — — Total net revenues 27,384 12,308 ( 6,716 ) — 5,363 38,339 1,392 39,731 Costs and expenses 28,841 10,718 ( 6,716 ) — 4,527 37,370 8,048 45,418 Depreciation and amortization — — — — — 1,744 314 2,058 Operating (loss) income $ ( 1,457 ) $ 1,590 $ — $ — $ 836 $ ( 775 ) $ ( 6,970 ) $ ( 7,745 ) Segment information for the three months ended January 31, 2023 is as follows (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 27,321 $ 5,648 $ — $ — $ 3,559 $ 36,528 $ 1,373 $ 37,901 Intersegment revenue — 7,363 ( 7,363 ) — — — — — Total net revenues 27,321 13,011 ( 7,363 ) — 3,559 36,528 1,373 37,901 Costs and expenses 32,314 11,353 ( 7,363 ) — 2,802 39,106 ( 29,536 ) 9,570 Depreciation and amortization — — — — — 2,135 312 2,447 Operating (loss) income $ ( 4,993 ) $ 1,658 $ — $ — $ 757 $ ( 4,713 ) $ 30,597 $ 25,884 Revenues related to rental operations are included in “Corporate and Other.” The detail of other agribusiness revenues is as follows (in thousands): Three Months Ended January 31, 2024 2023 Oranges $ 1,141 $ 1,152 Specialty citrus and other crops 1,086 1,247 Farm management 2,048 — Other 1,088 1,160 Other agribusiness revenues $ 5,363 $ 3,559 23 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 20. Subsequent Events The Company evaluated events subsequent to January 31, 2024 through the date of this filing, to assess the need for potential recognition or disclosure in this Quarterly Report. Based upon this evaluation, except as described in the notes to consolidated financial statements, it was determined that no other subsequent events occurred that require recognition or disclosure in the unaudited consolidated financial statements. 24