What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-12-23 compared with 2023-12-21 · 283 added, 261 removed, 1023 unchanged (35% of the section changed)

37 unchanged sentences

The Company’s evaluation of real estate development projects, held either by the Company or as included specifically within its investment in LLCB, for impairment involves an initial assessment of each real estate development project to determine whether events or changes in circumstances exist that may indicate that the carrying amounts of, or investment in, real estate development projects are no longer recoverable.

Possible indications of impairment may include events or changes in circumstances affecting the entitlement process, zoning, government regulation, geographical demand for new housing or commercial property, and market conditions related to residential or commercial land lots.

When events or changes in circumstances exist, the Company further evaluates the real estate development projects for impairment by a) comparing undiscounted future cash flows expected to be generated over the life of the real estate development projects to the respective carrying amount for its real estate development or b) determining if its equity in investment has incurred an other-than-temporary decline.

Possible indications of impairment may include events or changes in circumstances affecting the entitlement process, litigation, zoning, government regulation, geographical demand for new housing or commercial property, and market conditions related to residential or commercial land lots.

The Company makes significant judgments in evaluating each real estate development project as held by them or within its investment in LLCB, for possible indications of impairment.

1 unchanged sentence

Changes in these judgments could have a significant impact on real estate development or equity in investments.

Real estate development assets held by the Company were $9,987,000, and equity in investments was $78,816,000 as of October 31, 2023 of which $66,288,000 was allocated to LLCB.

Real estate development assets held by the Company were $10,201,000, and equity in investments was $81,546,000 as of October 31, 2024 of which $67,962,000 was related to LLCB.

For the year ended October 31, 2024, no impairment loss has been recognized on any real estate development and no other-than-temporary-impairment has been recognized on the Company’s equity in LLCB.

We identified the significant judgments made by management in evaluating real estate development assets held by the Company and equity in investment in LLCB, for possible indicators of impairment, as a critical audit matter.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions when determining whether events or changes in circumstances have occurred indicating that the carrying amount of, or investment in, real estate development assets held by the Company and equity in investment in LLCB may not be recoverable and whether management appropriately identified impairment indicators.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions when determining whether events or changes in circumstances have occurred indicating that the carrying amount of real estate development assets held by the Company and equity in investment in LLCB may not be recoverable and whether management appropriately identified impairment indicators.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of real estate development assets held by the Company and equity in investment in LLCB for possible indications of impairment included the following, among others:

• We tested the effectiveness of the controls over management’s identification of possible circumstances that may indicate that real estate development assets held by the Company or equity in investment in LLCB is no longer recoverable, including controls over management’s evaluation of the entitlement process, litigation, changes in zoning, government regulation, geographical demand and market conditions.

• We tested the effectiveness of the controls over management’s identification of possible circumstances that may indicate that real estate development assets held by the Company or equity in investment in LLCB is no longer recoverable, including controls over management’s evaluation of the entitlement process, litigation, zoning, government regulation, geographical demand and market conditions.

• We evaluated management’s impairment analysis by:

68 unchanged sentences

Other operations 5,274 4,612 4,438

(Gain) loss on disposal of assets, net ( 28,849 ) ( 4,500 ) 109

Impairment of intangible asset 643 — —

Gain on disposal of assets, net ( 507 ) ( 28,849 ) ( 4,500 )

Gain on legal settlement — ( 2,269 ) —

1 unchanged sentence

Total costs and expenses 197,681 169,118 182,404

Operating income (loss) 10,783 2,201 ( 6,333 )

Operating (loss) income ( 6,178 ) 10,783 2,201

Other income (expense):

2 unchanged sentences

Equity in earnings of investments, net 18,356 5,322 1,341

Other (expense) income, net ( 2,611 ) ( 955 ) 89

Other income (expense), net 212 ( 2,611 ) ( 955 )

Total other income (expense) 17,725 2,581 ( 1,852 )

Income (loss) before income tax (provision) benefit 13,364 349 ( 4,163 )

Income tax (provision) benefit ( 4,247 ) ( 823 ) 266

Income before income tax provision 11,547 13,364 349

Income tax provision ( 4,373 ) ( 4,247 ) ( 823 )

Net income (loss) 7,174 9,117 ( 474 )

14 unchanged sentences

Net income (loss) $ 7,174 $ 9,117 $ ( 474 )

Other comprehensive income (loss), net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments ( 948 ) 518 ( 2,430 )

Minimum pension liability adjustments, net of tax of $( 135 ), $( 71 ) and $ 940

Minimum pension liability adjustments, net of tax of zero , $( 135 ) and $( 71 )

— ( 220 ) ( 183 )

Pension settlement cost, net of tax of $ 756 , $ 169 and $ 0

Total other comprehensive income (loss), net of tax 2,242 ( 2,175 ) 1,815

Pension settlement cost, net of tax of zero , $ 756 and $ 169

Total other comprehensive (loss) income, net of tax ( 948 ) 2,242 ( 2,175 )

Comprehensive income (loss) 6,226 11,359 ( 2,649 )

20 unchanged sentences

Exchange of common stock ( 105,316 ) ( 3 ) ( 1,527 ) — — — — ( 1,530 ) — —

Noncontrolling interest adjustment — — — — — — ( 1,331 ) ( 1,331 ) — —

Net loss — — — ( 236 ) — — ( 238 ) ( 474 ) — —

Other comprehensive income, net of tax — — — — 1,815 — 11 1,826 — —

Other comprehensive loss, net of tax — — — — ( 2,175 ) — ( 118 ) ( 2,293 ) — —

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

7 unchanged sentences

Exchange of common stock ( 39,472 ) ( 1 ) ( 566 ) — — — — ( 567 ) — —

Net loss — — — ( 236 ) — — ( 238 ) ( 474 ) — —

Other comprehensive loss, net of tax — — — — ( 2,175 ) — ( 118 ) ( 2,293 ) — —

Noncontrolling interest adjustment — — — — — — ( 117 ) ( 117 ) — —

Net income (loss) — — — 9,400 — — ( 283 ) 9,117 — —

Other comprehensive income, net of tax — — — — 2,242 — — 2,242 — —

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

9 unchanged sentences

Net income (loss) — — — 7,716 — — ( 542 ) 7,174 — —

Other comprehensive income, net of tax — — — — 2,242 — — 2,242 — —

Other comprehensive loss — — — — ( 948 ) — — ( 948 ) — —

Balance at October 31, 2024 18,033,171 $ 180 $ 170,243 $ 20,826 $ ( 6,614 ) $ ( 3,493 ) $ 10,549 $ 191,691 $ 1,479 $ 9,331

7 unchanged sentences

Net income (loss) $ 7,174 $ 9,117 $ ( 474 )

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 8,374 8,576 9,798

(Gain) loss on disposal of assets, net ( 28,849 ) ( 4,500 ) 109

Impairment of intangible asset 643 — —

Gain on disposal of assets, net ( 507 ) ( 28,849 ) ( 4,500 )

Gain on legal settlement — ( 853 ) —

9 unchanged sentences

Prepaid expenses and other current assets 353 1,487 ( 325 )

Income taxes payable ( 1,035 ) — 5,911

Other assets ( 160 ) 1,230 ( 134 )

1 unchanged sentence

Accrued liabilities and payables to related parties 3,780 ( 2,921 ) 3,269

Income taxes payable 1,272 ( 1,035 ) —

Other long-term liabilities ( 1,802 ) ( 2,727 ) ( 49 )

Net cash (used in) provided by operating activities ( 15,870 ) 14,830 9,605

Net cash provided by (used in) operating activities 17,853 ( 15,870 ) 14,830

Investing activities

3 unchanged sentences

Net proceeds from sale of real estate development assets — 2,577 7,917

Cash distribution from Trapani Fresh 122 122 —

Cash distributions from Trapani Fresh 122 122 122

Cash distributions from equity investment 148 — —

Collection on notes receivable 132 155 2,755

Equity investment contributions and capitalized interest ( 693 ) ( 847 ) ( 48 )

Cash distribution from equity investment — — 106

Investments in mutual water companies and water rights ( 526 ) ( 523 ) ( 506 )

Net cash provided by (used in) investing activities 90,577 19,433 ( 10,237 )

Net cash (used in) provided by investing activities ( 9,187 ) 90,577 19,433

Financing activities

6 unchanged sentences

Exchange of common stock ( 2,313 ) ( 567 ) ( 1,530 )

Net cash (used in) provided by financing activities ( 71,922 ) ( 33,517 ) 534

Net cash used in financing activities ( 9,290 ) ( 71,922 ) ( 33,517 )

Effect of exchange rate changes on cash ( 11 ) ( 11 ) ( 328 )

Net increase (decrease) in cash 2,774 418 ( 62 )

Net (decrease) increase in cash ( 635 ) 2,774 418

Cash at beginning of period 3,631 857 439

7 unchanged sentences

Cash paid during the period for interest (net of amounts capitalized) $ 971 $ 652 $ 2,064

Cash paid (received) during the period for income taxes $ 7,229 $ 83 $ ( 5,911 )

Cash paid during the period for income taxes, net $ 5,194 $ 7,229 $ 83

Non-cash investing and financing activities:

3 unchanged sentences

Capital expenditures accrued but not paid at period-end $ 382 $ 309 $ 430

Cancellation of loan guarantee related to equity investment $ 1,080 $ — $ —

See Notes to Consolidated Financial Statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Limoneira Company (together with its consolidated subsidiaries, the “Company”) engages primarily in growing citrus and avocados, picking and hauling citrus, and packing, marketing and selling citrus.

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.

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.

Through fiscal year 2021, the Company sold the majority of its avocado production to Calavo Growers, Inc.

(“Calavo”), a packing and marketing company listed on the NASDAQ Global Select Market under the symbol CVGW.

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.

The Company markets and sells citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia, and certain 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.

Summary of Significant Accounting Policies

13 unchanged sentences

As of October 31, 2024 and 2023 the allowances totaled $ 355,000 and $ 260,000 , respectively.

For fiscal years 2023, 2022 and 2021, credit losses were insignificant.

Credit losses were $ 235,000 for fiscal year 2024 and immaterial for fiscal years 2023 and 2022.

Concentrations and Geographic Information

The Company sells its avocados and oranges, and sold its specialty citrus, to third-party packinghouses.

Prior to fiscal year 2022, the Company sold a majority of its avocado production to Calavo.

Sales of avocados to Calavo were $ 6,594,000 in fiscal year 2021.

Concentrations of credit risk with respect to revenues and accounts receivable are limited due to a large, diverse customer base.

2 unchanged sentences

No individual supplier represented 10% of accounts payable as of October 31, 2024.

Lemons procured from third-party growers were 54 %, 52 % and 52 % of the Company's lemon supply in fiscal years 2023, 2022 and 2021, respectively.

One third-party grower was 44 % of growers and suppliers payable as of October 31, 2023.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies (continued)

Lemons procured from third-party growers were 72 %, 54 % and 52 % of the Company's domestic lemon supply for fiscal years 2024, 2023 and 2022, respectively.

Four third-party growers and suppliers were 27 %, 14 %, 11 %, and 11 % of growers and suppliers payable as of October 31, 2024.

The Company maintains its cash in federally insured financial institutions.

3 unchanged sentences

Harvest costs are comprised of labor and equipment expenses incurred to harvest and deliver crops to the packinghouses.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies (continued)

Cultural Costs (continued)

Certain of the Company’s crops have distinct growing periods and distinct harvest and selling periods, each of which lasts approximately four to eight months .

32 unchanged sentences

Once a project is substantially completed, future costs are expensed as incurred.

The Company capitalized costs related to its real estate projects of $ 281,000 and $ 637,000 in fiscal years 2023 and 2022, respectively.

The Company capitalized costs related to its real estate projects of $ 214,000 and $ 281,000 for fiscal years 2024 and 2023, respectively.

Equity in Investments

3 unchanged sentences

Intangible assets consist primarily of customer relationships, trade names and trademarks and a non-competition agreement.

The Company’s definite-life intangible assets are being amortized on a straight-line basis over their estimated lives ranging from eight to nine years .

The Company’s definite-life intangible assets are being amortized on a straight-line basis over their estimated lives of eight years .

Acquired water and mineral rights are indefinite-life assets not subject to amortization.

3 unchanged sentences

The Company evaluates its indefinite-life intangible assets annually or whenever events or changes in circumstances indicate an impairment of the assets’ value may exist.

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 since the beginning of the second quarter of fiscal year 2020.

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.

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.

8 unchanged sentences

Based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities, the fair value of long-term debt is approximately equal to its carrying amount as of October 31, 2024 and 2023.

Reclassifications

Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the current presentation.

The Company reclassified shipping and other revenue and shipping costs from the lemon packing reportable segment to the other agribusiness reportable segment.

LIMONEIRA COMPANY

5 unchanged sentences

Accumulated other comprehensive loss is reported as a component of the Company’s stockholders’ equity.

The following table summarizes the changes in other comprehensive income (loss) by component at October 31(in thousands):

The following table summarizes the changes in other comprehensive (loss) income by component at October 31(in thousands):

2024 2023 2022

Pre-tax Amount Tax Benefit (Expense) Net Amount Pre-tax Amount Tax Benefit (Expense) Net Amount Pre-tax Amount Tax Expense Net Amount

Pre-tax Amount Tax Expense Net Amount Pre-tax Amount Tax Benefit (Expense) Net Amount Pre-tax Amount Tax Benefit (Expense) Net Amount

Foreign currency translation adjustments $ ( 948 ) $ — $ ( 948 ) $ 518 $ — $ 518 $ ( 2,430 ) $ — $ ( 2,430 )

1 unchanged sentence

Other comprehensive (loss) income before reclassifications — — — ( 355 ) 135 ( 220 ) ( 254 ) 71 ( 183 )

Amounts reclassified to earnings included in “Other (expense) income, net” 2,700 ( 756 ) 1,944 607 ( 169 ) 438 — — —

Other comprehensive income (loss) $ 2,863 $ ( 621 ) $ 2,242 $ ( 2,077 ) $ ( 98 ) $ ( 2,175 ) $ 2,755 $ ( 940 ) $ 1,815

Amounts reclassified to earnings included in “Other income (expense), net” — — — 2,700 ( 756 ) 1,944 607 ( 169 ) 438

Other comprehensive (loss) income $ ( 948 ) $ — $ ( 948 ) $ 2,863 $ ( 621 ) $ 2,242 $ ( 2,077 ) $ ( 98 ) $ ( 2,175 )

The following table summarizes the changes in accumulated other comprehensive (loss) income by component (in thousands):

5 unchanged sentences

( 6,184 ) ( 1,724 ) ( 7,908 )

Other comprehensive (loss) income ( 2,430 ) 255 ( 2,175 )

Other comprehensive income 518 1,724 2,242

Balance as of October 31, 2023

( 5,666 ) — ( 5,666 )

Other comprehensive income 518 1,724 2,242

Other comprehensive loss ( 948 ) — ( 948 )

Balance as of October 31, 2024

5 unchanged sentences

The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive (loss) income.

The Company's foreign subsidiaries incurred aggregate foreign exchange transaction losses of approximately $ 204,000 in both of the fiscal years 2023 and 2022 and $ 646,000 for fiscal year 2021.

The Company’s foreign subsidiaries incurred aggregate foreign exchange transaction losses of approximately $ 123,000 for fiscal year 2024 and $ 204,000 for both fiscal years 2023 and 2022.

These losses are included in selling, general and administrative expenses in the consolidated statements of operations.

21 unchanged sentences

The Company controls the product until it is delivered to the third-party packinghouses at which time control of the product is transferred to the third-party packinghouses and revenue is recognized.

Farm management revenue is recorded when services are provided for farming, management, orchard development, accounting and operations.

Revenue is recorded gross for all expense reimbursements plus a fee for the services provided.

Revenue from crop insurance proceeds is recorded when the amount can be reasonably determined and upon establishment of the present right to payment.

We recorded agribusiness revenues from crop insurance proceeds of $ 769,000 and $ 449,000 in fiscal years 2023 and 2022, respectively.

There were no proceeds received in fiscal year 2021.

There were no agribusiness revenues from crop insurance proceeds for fiscal year 2024.

The Company recorded agribusiness revenues from crop insurance proceeds of $ 769,000 and $ 449,000 for fiscal years 2023 and 2022, respectively.

Advertising Expense

Advertising costs are expensed as incurred.

Advertising costs were immaterial in fiscal year 2023 and $ 165,000 and $ 178,000 in fiscal years 2022 and 2021, respectively.

Accounting for Leases as a Lessee - The Company enters into leases as a lessee generally for agricultural land and packinghouse facilities and equipment.

Advertising costs were immaterial for fiscal years 2024 and 2023 and $ 165,000 for fiscal year 2022.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies (continued)

Accounting for Leases as a Lessee - The Company enters into leases as a lessee generally for agricultural land, packinghouse facilities, equipment and vehicles.

The Company determines if an arrangement is a lease or contains a lease at inception.

3 unchanged sentences

The Company uses either its incremental borrowing rate based on the information available at commencement date, or the rate implicit in the lease, if known, in determining the present value of future payments.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies (continued)

Leases (continued)

Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

26 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

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.

SEC Release No.

The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted final rules under SEC Release No.

The Enhancement and Standardization of Climate-Related Disclosures for Investors , which requires registrants to provide certain climate-related information in their registration statements and annual reports.

The rules require information about a registrant’s climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition.

These requirements are effective for the Company in various fiscal years, starting with its fiscal year beginning November 1, 2026.

On April 4, 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges.

The Company is currently evaluating the impact of these final rules on its consolidated financial statements and disclosures.

ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

ASU 2024-03 requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period.

Specific disclosures include the amounts of (a) purchases of inventory;

(b) employee compensation;

(d) intangible asset amortization;

and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

Additionally, companies will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

This ASU is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

A public business entity should apply ASU 2024-03 prospectively to financial statements issued for reporting periods beginning after the effective date but may elect to apply the ASU retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Asset Sales and Disposals

17 unchanged sentences

The proceeds were used to pay down all of the Company’s domestic debt except the AgWest Farm Credit $ 40,000,000 non-revolving line of credit.

The Northern Properties component, including an allocation of interest expense related to the debt directly repaid through the transaction, had a pretax (loss) gain of $( 1,667,000 ), $( 1,236,000 ) and $ 3,334,000 for fiscal years 2023, 2022 and 2021, respectively.

The Northern Properties component, including an allocation of interest expense related to the debt directly repaid through the transaction, had a pretax loss of $ 1,667,000 and $ 1,236,000 for fiscal years 2023 and 2022, respectively.

On January 31, 2023, the Company entered into a Farm Management Agreement (“FMA”) with an affiliate of PGIM to provide farming, management and operations services related to the Northern Properties.

The FMA has an initial term expiring March 31, 2024, and thereafter continuing from year to year unless earlier terminated under the terms of the FMA.

The FMA had an initial term expiring March 31, 2024, and thereafter continues 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 fiscal year 2024.

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

As a result, the Company ceased farming operations, disposed of the related property, plant and equipment and recorded a loss on disposal of assets of $ 9,012,000 during fiscal year 2023.

As a result, the Company ceased farming operations at the Cadiz Ranch, disposed of the related property, plant and equipment and recorded a loss on disposal of assets of $ 9,012,000 during fiscal year 2023.

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

The Company received net proceeds of $ 19,144,000 and recognized a gain of approximately $ 846,000 , which is included in (gain) loss on disposal of assets, net in the consolidated statements of operations.

The Company received net proceeds of $ 19,144,000 and recognized a gain of approximately $ 846,000 during fiscal year 2022.

Concurrent with the closing of the sale, the Company entered into a lease agreement to continue 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.

6 unchanged sentences

Sales tax receivable 312 490

Income tax receivable 816 —

Income taxes receivable — 816

Lemon supplier advances 295 791

21 unchanged sentences

The Company and LLCB also entered into a Retained Property Development Agreement on the Transaction Date (the “Retained Property Agreement”).

Under the terms of the Retained Property Agreement, LLCB transferred certain contributed East Area I property, which is entitled for commercial development, back to the Company (the “Retained Property”) and arranged for the design and construction of certain improvements to the Retained Property, subject to certain reimbursements by the Company.

Under the terms of the Retained Property Agreement, LLCB transferred certain contributed East Area I property, which was entitled for commercial development, back to the Company (the “Retained Property”) and arranged for the design and construction of certain improvements to the Retained Property, subject to certain reimbursements by the Company.

The balance in East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 3,444,000 as of October 31, 2024 and 2023, which is included in payables to related parties.

2 unchanged sentences

Real Estate Development (continued)

East Area I, Retained Property and East Area II (continued)

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.

1 unchanged sentence

Effective as of February 22, 2023, the Loan maturity date was extended to February 22, 2024, and the maximum borrowing amount was reduced to $ 35,000,000 .

As of February 1, 2023, the interest rate on the Loan transitioned from the London Interbank Offered Rate (“LIBOR”) to the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus 2.85 % and is payable monthly.

The Loan contains certain customary default provisions and LLCB may prepay any amounts outstanding under the Loan without penalty.

The Loan had no outstanding balance of as of October 31, 2023.

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 %.

As of May 3, 2024, the Loan had no outstanding balance and was cancelled.

As of October 31, 2024, LLCB had cash and cash equivalents of $ 66,851,000 .

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.

The guarantors were jointly and severally liable for all Loan obligations in the event of default by LLCB.

Additionally, a Reimbursement Agreement was executed between the Lewis guarantors and the Company, which provided 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.

The guarantee continued in effect until all of the Loan obligations were fully paid and the Loan terminated.

The $ 1,080,000 estimated value of the guarantee was recorded in the Company’s consolidated balance sheets and, upon cancellation of the Loan in May 2024, was removed from other long-term liabilities and the corresponding value in equity in investments.

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 .

After transaction costs, the Company received net proceeds of $ 7,917,000 and recorded a gain on the transaction of $ 4,652,000 , of which $ 465,000 was deferred and $ 4,187,000 is included in (gain) loss on disposal of assets, net in the consolidated statements of operations for fiscal year 2022.

After transaction costs, the Company received net proceeds of $ 7,917,000 and recorded a gain on the transaction of $ 4,652,000 , of which $ 465,000 was deferred and recognized in fiscal year 2024 and $ 4,187,000 was recognized in fiscal year 2022.

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

In connection with the closing, the Company and Lewis 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.

The Company made contributions of $ 525,000 to LLCB II in fiscal year 2023.

Through October 31, 2023, LLCB has closed on lot sales representing 707 residential units since inception, including 121 residential units in fiscal year 2023.

The Company made contributions of $ 480,000 and $ 525,000 to LLCB II in fiscal year 2024 and 2023, respectively.

In April 2024, the Santa Paula City Council approved an amendment to increase the number of entitled lots at LLCB and LLCB II from 1,500 residential units to 2,050 residential units.

Through October 31, 2024, LLCB closed on lot sales representing 1,261 residential units since inception, including 554 residential units in fiscal year 2024.

In June 2024, the Company received a cash distribution of $ 15,005,000 from LLCB.

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 fiscal year 2023.

After transaction and other costs, the Company received cash proceeds of approximately $ 2,577,000 and recorded an immaterial loss on disposal of assets for fiscal year 2023.

In December 2017, the Company sold its Centennial property with a net book value of $ 2,983,000 for $ 3,250,000 .

The Company received cash and a $ 3,000,000 promissory note secured by the property for the balance of the purchase.

In fiscal year 2022, the promissory note was paid in full and the deferred gain of $ 161,000 was recorded in (gain) loss on disposal of assets, net.

In fiscal year 2022, the promissory note was paid in full and the deferred gain of $ 161,000 was recorded in gain on disposal of assets, net.

Equity in Investments

4 unchanged sentences

Since the Company has significant influence, but less than a controlling interest, the Company’s investment in Del Mar is accounted for using the equity method of accounting.

The Company provides Del Mar with farm management, orchard land development and accounting services and received expense reimbursements of $ 206,000 , $ 202,000 and $ 200,000 in fiscal years 2023, 2022 and 2021, respectively.

Del Mar markets lemons through the Company pursuant to its customary marketing agreements and the amount of lemons procured from Del Mar was $ 1,161,000 , $ 1,568,000 and $ 1,681,000 in fiscal years 2023, 2022 and 2021, respectively.

Fruit proceeds due to Del Mar were $ 347,000 and $ 703,000 as of October 31, 2023 and 2022, respectively, and are included in growers and suppliers payable in the accompanying consolidated balance sheets.

LIMONEIRA COMPANY

1 unchanged sentence

Equity in Investments (continued)

Limco Del Mar, Ltd.

The Company provides Del Mar with farm management, orchard land development and accounting services and received farm management revenue and expense reimbursements of $ 128,000 , $ 206,000 and $ 202,000 for fiscal years 2024, 2023 and 2022, respectively.

Del Mar markets lemons through the Company pursuant to its customary marketing agreements and the amount of lemons procured from Del Mar was $ 1,182,000 , $ 1,161,000 and $ 1,568,000 for fiscal years 2024, 2023 and 2022, respectively.

Fruit proceeds due to Del Mar were $ 527,000 and $ 347,000 as of October 31, 2024 and 2023, respectively, and are included in payables to related parties and growers and suppliers payable in the accompanying consolidated balance sheets, respectively.

Romney Property Partnership

17 unchanged sentences

Amortization amounted to $ 76,000 , $ 87,000 and $ 118,000 for fiscal years 2024, 2023 and 2022, respectively, and is estimated to be immaterial thereafter.

The Company recognized $ 4,581,000 , $ 3,615,000 and $ 3,405,000 of lemon sales to Rosales in fiscal years 2023, 2022 and 2021, respectively.

The aggregate amount of lemons and oranges procured from Rosales was $ 5,826,000 , $ 3,821,000 and $ 5,304,000 in fiscal years 2023, 2022 and 2021, respectively.

Net amounts due from Rosales were $ 626,000 and $ 270,000 as of October 31, 2023 and 2022, respectively, and are included in receivables/other from related parties and payables to related parties.

The Company recognized lemon and orange sales to Rosales of $ 4,541,000 , $ 4,581,000 and $ 3,615,000 for fiscal years 2024, 2023 and 2022, respectively.

The aggregate amount of lemons and oranges procured from Rosales was $ 5,387,000 , $ 5,826,000 and $ 3,821,000 for fiscal years 2024, 2023 and 2022, respectively.

Net amounts due (to) from Rosales were $( 629,000 ) and $ 626,000 as of October 31, 2024 and 2023, respectively, and are included in payables to related parties and in receivables/other from related parties.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Equity in Investments (continued)

Limoneira Lewis Community Builders, LLC (“LLCB”)

4 unchanged sentences

Additionally, there is a basis difference between the Company’s historical investment in the project and the amount recorded in members’ capital by LLCB of $ 63,581,000 as of October 31, 2024.

The basis difference of $ 8,006,000 as of October 31, 2023 is primarily comprised of capitalized interest, amounts related to the loan guarantee and certain other costs incurred by Limoneira Company during the development period.

This basis difference is being amortized as lots are sold utilizing the relative sales value method and the amount amortized totaled $ 717,000 , $ 77,000 and $ 1,434,000 in fiscal years 2023, 2022 and 2021, respectively.

The basis difference of $ 4,381,000 as of October 31, 2024 was primarily comprised of capitalized interest and certain other costs incurred by Limoneira Company during the development period.

This basis difference is being amortized as lots are sold utilizing the relative sales value method and the amount amortized totaled $ 2,545,000 , $ 717,000 and $ 77,000 for fiscal years 2024, 2023 and 2022, respectively.

The Company’s share of LLCB’s net income prior to basis amortization was $ 20,304,000 , $ 5,851,000 and $ 1,015,000 for fiscal years 2024, 2023 and 2022, respectively.

2 unchanged sentences

Control is shared with Lewis, therefore the Company's investment in LLCB II is accounted for using the equity method of accounting.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Equity in Investments (continued)

The following is financial information of the equity method investees for fiscal years 2024, 2023 and 2022 (in thousands):

17 unchanged sentences

Net income (loss) $ 1,823 $ ( 1 ) $ 26 $ 1,809 $ —

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Equity in Investments (continued)

The Company’s investment and equity in earnings (losses) of the equity method investees are as follows (in thousands):

4 unchanged sentences

Cash distributions ( 483 ) — — — — ( 483 )

Investment contributions — — — — 8,023 8,023

Foreign currency adjustments — — ( 98 ) — — ( 98 )

3 unchanged sentences

Cash distributions ( 220 ) — — — — ( 220 )

Investment contributions — — — — 8,023 8,023

Cash contributions — — — — 525 525

Capitalized interest — — — — 322 322

Foreign currency adjustments — — 12 — — 12

5 unchanged sentences

Capitalized interest — — — — 213 213

Fair value of loan guarantee ( 1,080 ) — ( 1,080 )

Foreign currency adjustments — — ( 86 ) — — ( 86 )

1 unchanged sentence

$ 2,198 $ 501 $ 1,319 $ 67,962 $ 9,566 $ 81,546

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Goodwill and Intangible Assets

8 unchanged sentences

The Company concluded that no potential impairment indicators existed during any interim period and performed its annual assessment of goodwill impairment as of July 31, 2024 with no impairment noted.

The Company did not incur any goodwill impairment losses in fiscal years 2023, 2022 or 2021, as the estimated fair values of its reporting units were in excess of their carrying values.

The Company did no t incur any goodwill impairment losses for fiscal years 2024, 2023 or 2022, as the estimated fair values of its reporting units were in excess of their carrying values.

As of October 31, 2024, the Company allocated goodwill to its reportable segments as follows:

Fresh Lemons $ 934,000 and Lemon Packing $ 570,000 , respectively.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Goodwill and Intangible Assets (continued)

Intangible assets consist of the following as of October 31 (in thousands):

6 unchanged sentences

Amortization expense totaled $ 677,000 , $ 730,000 , and $ 723,000 for fiscal years 2024, 2023 and 2022, respectively.

In July 2024, the Company determined that the carrying value of one of its customer relationships was not recoverable, recorded an impairment charge of $ 643,000 and wrote off the intangible asset.

Estimated future amortization expense of intangible assets are as follows (in thousands):

Thereafter 248

Investments in Mutual Water Companies

2 unchanged sentences

Amounts included in other assets in the consolidated balance sheets as of October 31, 2024 and 2023 were $ 6,229,000 and $ 5,703,000 , respectively.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Accrued Liabilities

4 unchanged sentences

Leases 2,295 2,150

Income taxes payable 456 —

Other 1,745 872

$ 12,483 $ 8,651

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Long-Term Debt

1 unchanged sentence

AgWest Farm Credit revolving and non-revolving lines of credit:

the interest rate of the revolving line of credit is variable based on the one-month Secured Overnight Financing Rate (“SOFR”), which was 5.31 % at October 31, 2023, plus 1.78 %.

the interest rate of the revolving line of credit is variable based on the one-month SOFR, which was 4.84 % at October 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.

1 unchanged sentence

$ 40,000 $ 40,000

AgWest Farm Credit term loan:

The interest rate was fixed at 3.24 %.

The loan was repaid in January 2023.

AgWest Farm Credit term loan:

The interest rate was fixed at 3.24 %.

The loan was repaid in January 2023.

AgWest Farm Credit term loan:

The interest rate was fixed at 2.77 % until July 1, 2025, becoming variable for the remainder of the loan.

The loan was repaid in January 2023.

AgWest Farm Credit term loan:

The interest rate was fixed at 3.19 %.

The loan was repaid in January 2023.

Banco de Chile term loan:

The interest rate is fixed at 6.48 %.

The loan is payable in annual installments through January 2025.

The principal is due January 2025.

Banco de Chile COVID-19 loans:

The interest rates are fixed at 3.48 %.

The loans are payable in monthly installments through September 2024.

The interest rates were fixed at 3.48 %.

The loans were payable in monthly installments through September 2024.

Banco de Chile COVID-19 loans:

1 unchanged sentence

The loans are payable in monthly installments through September 2026.

Subtotal 41,009 105,902

Less deferred financing costs, net of accumulated amortization — 94

Total long-term debt, net 41,009 105,808

Total long-term debt 40,590 41,009

Less current portion 559 381

7 unchanged sentences

As of October 31, 2024, the Company’s outstanding borrowings under the Supplements were $ 40,000,000 and it had $ 75,000,000 available to borrow.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Long-Term Debt (continued)

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.

1 unchanged sentence

The interest rate for any amount outstanding under the Revolving Credit Supplement was based on the one-month LIBOR plus or minus an applicable margin.

As of January 1, 2023, the rate transitioned from LIBOR to the SOFR.

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 one-year anniversary of July 1, the Company has the option to convert the interest rate in use under the Revolving Credit Supplement from the preceding SOFR-based calculation to a variable interest rate.

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.

3 unchanged sentences

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, and certain of the Company’s agricultural properties and certain of the Company’s building fixtures and improvements and investments in mutual water companies associated with the pledged agricultural properties.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Long-Term Debt (continued)

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.

1 unchanged sentence

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.

The Company received annual cash patronage dividends from the Lender of $ 1,413,000 , $ 1,582,000 and $ 1,170,000 in fiscal years 2023, 2022 and 2021, respectively.

The Company is also subject to a financial covenant that requires it to maintain compliance with a specific debt service coverage ratio of 1.25 :1.0 on an annual basis.

The Company was in compliance as of October 31, 2024.

The Company received annual cash patronage dividends from the Lender of $ 558,000 , $ 1,413,000 and $ 1,582,000 for fiscal years 2024, 2023 and 2022, respectively.

Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress.

The Company capitalized interest of $ 864,000 , $ 582,000 and $ 1,110,000 during fiscal years ended 2023, 2022 and 2021, respectively.

The Company capitalized interest of $ 788,000 , $ 864,000 and $ 582,000 for fiscal years ended 2024, 2023 and 2022, 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.

Principal payments on the Company’s long-term debt are due as follows (in thousands):

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Other Long-Term Liabilities

Other long-term liabilities consist of the following as of October 31 (in thousands):

Minimum pension liability $ — $ 2,272

Loan guarantee — 1,080

6 unchanged sentences

All of the residential rentals have month-to-month lease terms.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

Lessor Arrangements (continued)

The following table presents the components of the Company’s operating lease portfolio included in property, plant and equipment, net as of October 31 (in thousands):

12 unchanged sentences

Total $ 2,515

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

Lessee Arrangements

1 unchanged sentence

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.

The Company’s lease contracts are generally for agricultural land, packinghouse facilities, equipment and vehicles 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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

Lessee Arrangements (continued)

Lease costs consist of the following for the fiscal years ended October 31 (in thousands):

11 unchanged sentences

$ 3,188 $ 4,666

Current operating lease liabilities Accrued liabilities and payables to related parties $ 1,831 $ 1,892

Current operating lease liabilities Accrued liabilities $ 2,075 $ 1,831

Current finance lease liabilities Accrued liabilities 220 319

8 unchanged sentences

Finance leases 7.1 % 4.2 %

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

Lessee Arrangements (continued)

Supplemental cash flow information related to leases consists of the following for the fiscal years ended October 31 (in thousands):

6 unchanged sentences

Write off of ROU asset and operating lease liability $ — $ ( 1,206 )

Future minimum lease payments under non-cancellable leases are as follows (in thousands), which excludes $ 870,000 of operating lease payments for leases that have been signed but not commenced:

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

Future minimum lease payments under non-cancellable leases are as follows (in thousands), which excludes $ 1,315,000 of operating and finance lease payments for leases that have been signed but not commenced:

Operating Finance Total

6 unchanged sentences

Present value of lease liabilities $ 2,475 $ 638 $ 3,113

In addition to operating and finance lease commitments, the Company also has financing transactions which do not meet the definition of a lease, with minimum future payments of $ 224,000 in fiscal years 2024, 2025 and 2026 and $ 37,000 in fiscal year 2027.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In addition to operating and finance lease commitments, the Company also has financing transactions which do not meet the definition of a lease, with minimum future payments of $ 473,000 for fiscal year 2025, $ 452,000 for fiscal year 2026 and $ 37,000 for fiscal year 2027.

Earnings Per Share

22 unchanged sentences

Diluted net income (loss) per common share was calculated under the two-class method for fiscal years 2024, 2023 and 2022.

The Company excluded 117,000 unvested, restricted shares, as calculated under the treasury stock method, from its computation of diluted net loss per common share for fiscal year 2021.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Related-Party Transactions

2 unchanged sentences

Balance Sheet Balance Sheet

Ref Related-Party Receivables/Other from Related Parties Other Assets Payables to Related Parties Other Long-Term Liabilities Receivables/Other from Related Parties Other Assets Payables to Related Parties Other Long-Term Liabilities

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 $ — $ 526 $ 105 $ — $ 523 $ 48

3 unchanged sentences

8 LLCB $ — $ — $ 3,444 $ 66 $ — $ 3,444

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Related-Party Transactions (continued)

Year Ended October 31, 2023 Year Ended October 31, 2022

10 Rosales $ — $ — $ 629 $ 896 $ — $ 270

11 Del Mar $ — $ — $ 527 $ — $ — $ —

Year Ended October 31, 2024

Year Ended October 31, 2023

Consolidated Statement of Operations Consolidated Statement of Operations

3 unchanged sentences

3 Cooperative association $ — $ — $ 576 $ — $ — $ — $ 1,689 $ —

4 Calavo $ — $ — $ — $ — $ — $ 80 $ 2 $ 126

5 Cadiz / Fenner / WAM $ — $ — $ — $ 372 $ — $ — $ 2,074 $ —

2 unchanged sentences

9 Principal Owner $ — $ — $ — $ 938 $ — $ — $ — $ 867

10 Rosales $ 4,541 $ — $ 5,387 $ — $ 4,581 $ — $ 5,826 $ —

11 Del Mar $ 128 $ — $ 1,182 $ — $ 206 $ — $ 1,161 $ —

Year Ended October 31, 2022

6 unchanged sentences

5 Cadiz / Fenner / WAM $ — $ — $ 1,467 $ —

6 Colorado River Growers $ 157 $ — $ 2,772 $ —

6 YMIDD $ 225 $ — $ 142 $ —

7 FGF $ 673 $ 343 $ 25 $ —

10 Freska $ 128 $ — $ 150 $ —

11 Third-party growers $ — $ — $ 147 $ —

9 Principal Owner $ — $ — $ — $ 593

10 Rosales $ 3,615 $ — $ 3,821 $ —

11 Del Mar $ 202 $ — $ 1,568 $ —

(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 unchanged sentences

The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies and districts.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Related-Party Transactions (continued)

(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.

4 unchanged sentences

As of February 2022, Calavo is no longer a related-party.

(5) Cadiz / Fenner / WAM - A member of the Company’s board of directors serves as the CEO, President and a member of the board of directors of Cadiz, Inc.

(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 this lease assignment, the Company no longer has 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.

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 and the Company paid dividends to such affiliate.

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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Related-Party Transactions (continued)

(6) Colorado River Growers, Inc.

(“CRG”) - The Company had representation on the board of directors of CRG, a non-profit cooperative association of fruit growers engaged in the agricultural harvesting business in Yuma County, Arizona.

CRG was dissolved in August 2021.

The Company paid harvest expense to CRG and provided harvest management and administrative services to CRG .

(6) Yuma Mesa Irrigation and Drainage District (“YMIDD”) - The Company has representation on the board of directors of YMIDD.

1 unchanged sentence

Additionally, the Company received fallowing revenue from YMIDD and has a receivable outstanding.

(8) FGF - The Company advances funds to FGF for fruit purchases, which are recorded as an asset until the sales occur and the remaining proceeds become due to FGF.

The Company has a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services.

(7) 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.

1 unchanged sentence

(8) LLCB - Refer to Note 6 - Real Estate Development.

(10) Freska - A former member of the Company's board of directors is a majority shareholder of Freska Produce International, LLC (“Freska”).

The Company had avocado sales to Freska and corresponding receivables for such sales.

The former board member resigned effective June 14, 2022 and Freska is no longer a related-party.

(11) Third-party growers - A former member of the Company's board of directors marketed lemons through the Company.

The former board member resigned effective June 14, 2022 and is no longer a related-party.

(9) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner.

A reconciliation of income (loss) before income taxes for domestic and foreign locations for the fiscal years ended October 31 are as follows (in thousands):

(10) Rosales - The Company has an equity interest in Rosales as further described in Note 7 - Equity in Investments.

The Company recognizes lemon and orange sales to Rosales, procures lemons and oranges from Rosales and has amounts due to and due from Rosales for such sales and purchases.

(11) Del Mar - The Company has an interest in Del Mar as a general partner and as a limited partner as further described in Note 7 - Equity in Investments.

The Company provides Del Mar with farm management services and Del Mar markets lemons through the Company.

The Company has a payable due to Del Mar for such lemon procurement.

A reconciliation of income before income taxes for domestic and foreign locations for the fiscal years ended October 31 are as follows (in thousands):

2024 2023 2022

1 unchanged sentence

Foreign ( 1,347 ) ( 1,031 ) ( 1,562 )

Income (loss) before income taxes $ 13,364 $ 349 $ ( 4,163 )

The components of the (provision) benefit for income taxes for the fiscal years ended October 31 are as follows (in thousands):

Income before income taxes $ 11,547 $ 13,364 $ 349

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Income Taxes (continued)

The components of the provision for income taxes for the fiscal years ended October 31 are as follows (in thousands):

2024 2023 2022

2 unchanged sentences

Foreign 5 — ( 4 )

Total current tax (provision) benefit ( 6,194 ) ( 275 ) 77

Total current tax provision ( 6,460 ) ( 6,194 ) ( 275 )

Federal 1,641 2,665 ( 477 )

2 unchanged sentences

Total deferred tax (provision) benefit 2,087 1,947 ( 548 )

Total income tax (provision) benefit $ ( 4,247 ) $ ( 823 ) $ 266

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Income Taxes (continued)

Total income tax provision $ ( 4,373 ) $ ( 4,247 ) $ ( 823 )

Deferred income taxes reflect the net of temporary differences between the carrying amount of the assets and liabilities for financial reporting and income tax purposes.

4 unchanged sentences

Lease liabilities 679 951

Minimum pension liability adjustment — 621

Other assets 366 43

16 unchanged sentences

Deferred income taxes — noncurrent liabilities $ ( 20,084 ) $ ( 22,172 )

The Company periodically evaluates the recoverability of the deferred tax assets.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized.

In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

The Company has recorded a valuation allowance of $ 2,299,000 on the net deferred tax assets of its subsidiaries in Argentina, Chile and Holland as of October 31, 2023 as the Company does not believe it is more likely than not that these deferred tax assets will be realized due to the recent history of cumulative pre-tax book losses and lack of objectively verifiable future sources of taxable income.

LIMONEIRA COMPANY

1 unchanged sentence

Income Taxes (continued)

As of October 31, 2023, the Company has recorded a deferred tax asset of $ 1,970,000 related to its state and foreign net operating loss carryforwards.

The Company periodically evaluates the recoverability of the deferred tax assets.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized.

The Company recorded a valuation allowance of $ 1,973,000 on the net deferred tax assets of its subsidiaries in Argentina, Chile and Holland as of October 31, 2024 as the Company does not believe it is more likely than not that these deferred tax assets will be realized due to the recent history of cumulative pre-tax book losses and lack of objectively verifiable future sources of taxable income.

As of October 31, 2024, the Company recorded a deferred tax asset of $ 1,645,000 related to its state and foreign net operating loss carryforwards.

The net operating losses begin to expire as follows (in thousands):

8 unchanged sentences

Amount % Amount % Amount %

(Provision) benefit at statutory rates $ ( 2,806 ) ( 21.0 ) % $ ( 73 ) ( 21.0 ) % $ 874 ( 21.0 ) %

Provision at statutory rates $ ( 2,425 ) ( 21.0 ) % $ ( 2,806 ) ( 21.0 ) % $ ( 73 ) ( 21.0 ) %

State income tax, net of federal benefit ( 1,201 ) ( 10.4 ) % ( 814 ) ( 6.2 ) % ( 74 ) ( 21.1 ) %

8 unchanged sentences

Tax credit and others — — % ( 123 ) ( 0.8 ) % ( 73 ) ( 20.7 ) %

Total income tax (provision) benefit $ ( 4,247 ) ( 31.8 ) % $ ( 823 ) ( 234.8 ) % $ 266 ( 6.4 ) %

Total income tax provision $ ( 4,373 ) ( 37.9 ) % $ ( 4,247 ) ( 31.8 ) % $ ( 823 ) ( 234.8 ) %

As of October 31, 2024 and 2023, the Company had no unrecognized tax benefits.

9 unchanged sentences

In fiscal year 2021, the Company terminated the Plan effective December 31, 2021.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Retirement Plans (continued)

During fiscal year 2023, the Company made funding contributions of $ 2,500,000 to fully fund and settle the plan obligations.

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The Plan was funded consistent with the funding requirements of federal law and regulations.

There were no funding contributions during fiscal year 2022.

Plan assets were invested in a group trust consisting primarily of cash.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Retirement Plans (continued)

The following tables set forth the Plan’s net periodic benefit cost, changes in benefit obligation and Plan assets, funded status, amounts recognized in the Company’s consolidated balance sheets, additional year-end information and assumptions used in determining the benefit obligations and net periodic benefit cost.

The components of net periodic benefit cost for the Plan at October 31 were as follows (in thousands):

The components of net periodic benefit cost for the Plan consists of the following for the fiscal years ended October 31 (in thousands):

Administrative expenses $ — $ 20

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Prior service cost — 4

Amortization of net loss — 398

Settlement loss recognized — 2,700

Net periodic benefit cost $ — $ 2,741

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Retirement Plans (continued)

Following is a summary of the Plan’s funded status at October 31 (in thousands):

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Fair value of plan assets at end of year $ — $ —

Reconciliation of funded status:

Fair value of plan assets $ — $ 12,335

Benefit obligations — 14,607

Net plan obligations $ — $ ( 2,272 )

Amounts recognized in statements of financial position:

Noncurrent liabilities $ — $ ( 2,272 )

Net obligation recognized in statements of financial position $ — $ ( 2,272 )

Reconciliation of amounts recognized in statements of financial position:

Prior service cost $ — $ ( 54 )

Net loss — ( 2,459 )

Accumulated other comprehensive loss — ( 2,513 )

Accumulated contributions in excess of net periodic benefit cost — 241

Net deficit recognized in statements of financial position $ — $ ( 2,272 )

LIMONEIRA COMPANY

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Total recognized in net periodic benefit and other comprehensive loss $ — $ 228

The following assumptions, at October 31, were used in determining benefit obligations and net periodic benefit cost ($ in thousands):

Weighted-average assumptions used to determine benefit obligations:

Discount rate NA NA

Assumptions used to determine net periodic benefit cost:

Discount rate NA 2.58 %

Expected return on plan assets NA 2.98 %

Additional year-end information:

Projected benefit obligation $ — $ 14,607

Accumulated benefit obligation $ — $ 14,607

Fair value of plan assets $ — $ 12,335

The Company has a 401(k) plan in which an employee can participate after one month of employment.

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Participants vest in any matching contribution at a rate of 20 % per year beginning after one year of employment.

In addition, for calendar year 2023, the Company contributed a discretionary gift of 2 % of gross wages deposited into the 401(k) account of all eligible employees.

In addition, for calendar year 2024 and 2023, the Company contributed a discretionary profit sharing of 2 % of gross wages deposited into the 401(k) account of all eligible employees.

During fiscal years 2024, 2023 and 2022, the Company contributed to the plan and recognized expenses of $ 915,000 , $ 676,000 and $ 445,000 , respectively.

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On May 19, 2023, the Company received $ 6,109,000 , net of legal and related costs, of which $ 3,840,000 was recorded in agribusiness revenues and $ 2,269,000 was recorded in gain on legal settlement.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Series B and Series B-2 Preferred Stock

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Redemption by the Company of a portion of the Series B Stock totaling 14,790 shares is subject to certain conditions agreed upon between the Company and the holders of this portion of the Series B Stock.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Series B and Series B-2 Preferred Stock (continued)

Series B Convertible Preferred Stock (continued)

The holders of Series B Stock have the right, at their option, to convert such shares into shares of Common Stock of the Company at any time prior to redemption.

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Each share of Series B-2 Preferred Stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Series B and Series B-2 Preferred Stock (continued)

Series B-2 Convertible Preferred Stock (continued)

The Company may redeem shares of Series B-2 Preferred Stock only (i) from WPI or its designee and (ii) upon, and to the extent of, an election to exercise the option pursuant to the Option Agreement, described below, at a redemption price equal to the liquidation value of $ 1,000 per share plus accrued and unpaid dividends.

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The agreements allow the parties to explore strategies that will make the highest and best use of those assets, including but not limited to the sale or lease of assets or the expansion of a fallowing and water savings program in which a portion of Associated’s property is currently enrolled.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Series B and Series B-2 Preferred Stock (continued)

Series B-2 Convertible Preferred Stock (continued)

The net proceeds of any monetization event would be shared equally by the parties.

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The fair value of such awards is based on the fair value of the Company’s stock on the date of grant, and all are classified as equity awards.

In fiscal year 2022, the 2010 Stock Plan terminated and was replaced by the 2022 Stock Plan (both plans collectively the “Stock Plans”) with 500,000 authorized shares.

In fiscal year 2022, the 2010 Stock Plan terminated and was replaced by the 2022 Stock Plan (the “Stock Plan” and together with the 2010 Stock Plan, the "Stock Plans") with 500,000 initial authorized shares.

In fiscal year 2024 an additional 1,000,000 shares were authorized.

The Stock Plan had 944,544 remaining shares available to be issued as of October 31, 2024.

Performance Awards

Certain restricted stock grants are made to management each December under the Stock Plans 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.

Management Performance Awards

Certain restricted stock grants are made to management under the Stock Plans ("Performance Awards").

Historically, the Company granted awards to management each December based on the achievement of certain annual financial performance and other criteria achieved during the previous fiscal year.

These grants were based on a percentage of the employee’s base salary divided by the stock price on the grant date once the performance criteria were met, and generally vested over a two-year period as service is provided.

During December 2023, 36,127 shares of stock with a per share price of $ 19.57 were granted to management for fiscal year 2023 performance, resulting in total compensation expense of approximately $ 707,000 , with $ 293,000 recognized in fiscal year 2023, and the balance recognized over the next two years as the shares vest.

During April 2024, 4,330 shares of stock with a weighted average per share price of $ 19.49 were granted to management and vested upon issuance.

The related compensation expense of $ 84,000 was recognized upon vesting.

During May 2024, 35,779 shares of stock with a per share price of $ 20.07 were granted to management.

The related compensation expense of approximately $ 718,000 will be recognized over three years as the shares vest.

In May 2024, the Company entered into Performance Share-Based Agreements with members of management whereby the employees may be granted up to a maximum of 71,558 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

The Company recorded $ 306,000 of stock compensation expense, based on the awards probable of vesting, during fiscal year 2024.

Executive Awards

Certain restricted stock grants are made to key executives under the Stock Plan (“Executive Awards”).

Certain restricted stock grants are made to key executives under the Stock Plans (“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.

The related compensation expense of approximately $ 750,000 will be recognized equally over the next three years as the shares vest.

LIMONEIRA COMPANY

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Executive Awards (continued)

During November 2023, subsequent to fiscal year 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, subsequent to fiscal year 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 fiscal year 2023 and the balance will be recognized over the next year 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 are 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 for fiscal year 2023 and the balance recognized over the next year as the shares vest.

During June 2024, the Company granted 40,926 shares of stock with a per share price of $ 20.36 .

The related compensation expense of approximately $ 833,000 will be recognized over one 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 up to a maximum of 106,157 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

The Company recorded $ 454,000 of stock compensation expense, based on the awards probable of vesting, during fiscal year 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 upon grant or over a one-year period (“Director Awards”).

The Company issues shares of restricted common stock to non-employee directors under the Stock Plan on an annual basis that generally vest after a one-year period (“Director Awards”).

During January 2024, 609 shares of stock were granted as Director Awards with a per share price of $ 20.37 .

During March 2024, an additional 26,478 shares of stock were granted as Director Awards with a per share price of $ 19.26 .

Summary of Awards

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Total 210,036 $ 18.40 296,189 $ 14.52 119,231 $ 14.38

Summary of Awards (continued)

The Company recognized $ 3,841,000 , $ 2,732,000 and $ 2,582,000 of stock-based compensation in fiscal years 2023, 2022 and 2021, respectively, of which substantially all of the expense has been included in selling, general and administrative expenses for all years presented.

The Company recognized $ 4,116,000 , $ 3,841,000 and $ 2,732,000 of stock-based compensation for fiscal years 2024, 2023 and 2022, respectively, of which the majority of the expense has been included in selling, general and administrative expenses for all years presented.

Forfeitures are accounted for in the period that the forfeiture occurs.

The income tax benefit recognized in the income statement for stock-based compensation arrangements was $ 1,451,000 , $ 1,075,000 and $ 604,000 for fiscal years 2024, 2023 and 2022, respectively.

The total fair value of shares vested during fiscal years 2023, 2022 and 2021 was $ 1,323,000 , $ 1,856,000 and $ 2,951,000 respectively.

The total fair value of shares vested was $ 3,976,000 , $ 1,323,000 and $ 1,856,000 for fiscal years 2024, 2023 and 2022, respectively.

The Company has unrecognized stock-based compensation expense of $ 1,700,000 as of October 31, 2024, which is expected to be recognized over the next one to two years as the shares vest.

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Exchange of Common Stock

During fiscal years 2023, 2022 and 2021, respectively, members of management exchanged 39,472 , 105,316 and 46,993 shares of common stock with fair values of $ 567,000 , $ 1,530,000 and $ 701,000 , at the dates of the exchanges, for the payment of payroll taxes associated with the vesting of shares under the Company’s stock-based compensation programs.

During fiscal years 2024, 2023 and 2022 members of management exchanged 117,897 , 39,472 and 105,316 shares of common stock with fair values of $ 2,312,000 , $ 567,000 and $ 1,530,000 , respectively, at the dates of the exchanges, for the payment of payroll taxes associated with the vesting of shares under the Company’s stock-based compensation programs.

LIMONEIRA COMPANY

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Stockholders’ Equity (continued)

Stock-based Compensation (continued)

Summary of Nonvested Shares

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Nonvested at October 31, 2024 260,147 $ 17.16

Treasury Stock

Share Repurchase Program

In fiscal year 2021, the Company's Board of Directors approved a share repurchase program authorizing it to repurchase up to $ 10,000,000 of its outstanding shares of common stock through September 2022.

No shares were repurchased under this program.

On December 19, 2023, the Company declared a $ 0.075 per share dividend payable on January 12, 2024, in the aggregate amount of $ 1,350,000 to common stockholders of record as of January 2, 2024.

On December 17, 2024, the Company declared a cash dividend of $ 0.075 per common share payable on January 15, 2025, in the aggregate amount of $ 1,357,000 to common stockholders of record as of December 30, 2024.

Segment Information

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The fresh lemons segment includes sales, farming and harvest costs and third-party grower and supplier costs relative to fresh lemons.

The lemon packing segment includes packing revenues and shipping and handling revenues relative to lemon packing.

The lemon packing segment expenses are comprised of lemon packing costs.

The lemon packing segment includes packing revenues and lemon packing costs.

The lemon packing segment revenues include intersegment revenues between fresh lemons and lemon packing.

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The avocados segment includes sales, farming and harvest costs.

The other agribusiness segment includes sales, farm management, farming and harvest costs and brokered fruit costs of oranges, specialty citrus and other crops.

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 years’ 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.

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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, gain on legal settlement, total other income (expense) and income taxes, or specifically identify them to its operating segments.

The Company does not allocate selling, general and administrative expense, impairment of intangible asset, gain or loss on disposal of assets, gain on legal settlement, 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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Segment Information (continued)

Segment information for fiscal year 2024 is as follows (in thousands):

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Total net revenues 119,044 49,258 ( 32,127 ) 25,114 24,634 185,923 5,580 191,503

Costs and expenses (gains) 120,494 45,689 ( 31,081 ) 4,034 22,710 161,846 ( 1,304 ) 160,542

Costs and expenses 116,308 42,751 ( 32,127 ) 7,334 23,424 157,690 31,617 189,307

Depreciation and amortization — — — — — 7,117 1,257 8,374

Operating income $ 1,043 $ 5,965 $ — $ 3,012 $ 2,515 $ 5,212 $ 5,571 $ 10,783

Operating (loss) income $ 2,736 $ 6,507 $ — $ 17,780 $ 1,210 $ 21,116 $ ( 27,294 ) $ ( 6,178 )

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Segment Information (continued)

Segment information for fiscal year 2023 is as follows (in thousands):

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Total net revenues 117,445 51,654 ( 31,081 ) 7,046 29,317 174,381 5,520 179,901

Costs and expenses 115,119 43,017 ( 29,817 ) 5,524 18,204 152,047 20,559 172,606

Costs and expenses (gains) 117,602 45,689 ( 31,081 ) 4,034 25,602 161,846 ( 1,304 ) 160,542

Depreciation and amortization — — — — — 7,323 1,253 8,576

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Depreciation and amortization — — — — — 8,604 1,194 9,798

Operating (loss) income $ 9,331 $ 7,133 $ — $ 2,573 $ 2,478 $ 12,889 $ ( 19,222 ) $ ( 6,333 )

Operating income (loss) $ 5,236 $ 8,976 $ — $ 11,807 $ 1,215 $ 18,630 $ ( 16,429 ) $ 2,201

Revenues related to rental operations are included in “Corporate and Other.” The detail of other agribusiness revenues for fiscal years ended October 31, is as follows (in thousands):

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Oranges $ 5,189 $ 5,779 $ 9,911

Specialty citrus and other 9,515 8,978 7,253

Specialty citrus and other crops 5,089 9,515 8,978

Farm management 10,212 9,931 —

Other 4,144 4,092 2,961

Other agribusiness revenues $ 24,634 $ 29,317 $ 21,850

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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 8. Financial Statements and Supplementary Data