What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-03-12 compared with 2024-09-09 · 186 added, 409 removed, 427 unchanged (58% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

Current assets:

27 unchanged sentences

Series B Convertible Preferred Stock – $ 100.00 par value ( 50,000 shares authorized:

14,790 shares issued and outstanding at July 31, 2024 and October 31, 2023) ( 8.75 % coupon rate)

14,790 shares issued and outstanding at January 31, 2025 and October 31, 2024) ( 8.75 % coupon rate)

Series B-2 Convertible Preferred Stock – $ 100.00 par value ( 10,000 shares authorized:

9,300 shares issued and outstanding at July 31, 2024 and October 31, 2023) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

9,300 shares issued and outstanding at January 31, 2025 and October 31, 2024) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

Stockholders’ equity:

Series A Junior Participating Preferred Stock – $ 0.01 par value ( 20,000 shares authorized:

zero issued or outstanding at July 31, 2024 and October 31, 2023)

zero issued or outstanding at January 31, 2025 and October 31, 2024)

Common Stock – $ 0.01 par value ( 39,000,000 shares authorized:

18,302,878 and 18,192,009 shares issued and 18,051,901 and 17,941,032 shares outstanding at July 31, 2024 and October 31, 2023, respectively)

18,296,146 and 18,284,148 shares issued and 18,045,169 and 18,033,171 shares outstanding at January 31, 2025 and October 31, 2024, respectively)

Additional paid-in capital 169,951 170,243

1 unchanged sentence

Accumulated other comprehensive loss ( 6,881 ) ( 6,614 )

Treasury stock, at cost, 250,977 shares at July 31, 2024 and October 31, 2023

Treasury stock, at cost, 250,977 shares at January 31, 2025 and October 31, 2024

( 3,493 ) ( 3,493 )

7 unchanged sentences

Three Months Ended

July 31, Nine Months Ended

2024 2023 2024 2023

Net revenues:

5 unchanged sentences

Other operations 1,171 1,182

Impairment of intangible asset

(Gain) loss on disposal of assets, net ( 12 ) 1,545 ( 129 ) ( 29,199 )

Gain on legal settlement — — — ( 2,269 )

Gain on sales of water rights ( 1,488 ) —

Gain on disposal of assets, net ( 6 ) ( 165 )

Selling, general and administrative 6,475 7,345

Total costs and expenses 39,651 47,476

Operating income (loss) 8,993 ( 1,549 ) ( 3,427 ) 20,473

Other income (expense):

Operating loss ( 5,346 ) ( 7,745 )

Other (expense) income:

Interest income 15 22

Interest expense, net of patronage dividends ( 260 ) ( 207 )

( 273 ) ( 241 ) ( 831 ) ( 417 )

Equity in earnings of investments, net 102 41

Other income (expense), net 5 ( 215 ) 224 ( 2,627 )

Total other income (expense) 242 ( 79 ) 16,572 ( 2,282 )

Income (loss) before income tax (provision) benefit 9,235 ( 1,628 ) 13,145 18,191

Income tax (provision) benefit ( 3,019 ) 378 ( 4,051 ) ( 5,537 )

Net income (loss) 6,216 ( 1,250 ) 9,094 12,654

Net loss attributable to noncontrolling interest 377 87 481 201

Net income (loss) attributable to Limoneira Company 6,593 ( 1,163 ) 9,575 12,855

Other income, net 11 22

Total other expense ( 132 ) ( 122 )

Loss before income tax benefit ( 5,478 ) ( 7,867 )

Income tax benefit 2,407 4,190

Net loss ( 3,071 ) ( 3,677 )

Net (gain) loss attributable to noncontrolling interest ( 3 ) 92

Net loss attributable to Limoneira Company ( 3,074 ) ( 3,585 )

Preferred dividends ( 125 ) ( 125 )

Net income (loss) applicable to common stock $ 6,468 $ ( 1,288 ) $ 9,199 $ 12,479

Basic net income (loss) per common share $ 0.36 $ ( 0.07 ) $ 0.51 $ 0.70

Diluted net income (loss) per common share $ 0.35 $ ( 0.07 ) $ 0.51 $ 0.69

Net loss applicable to common stock $ ( 3,199 ) $ ( 3,710 )

Basic net loss per common share $ ( 0.18 ) $ ( 0.21 )

Diluted net loss per common share $ ( 0.18 ) $ ( 0.21 )

Weighted-average common shares outstanding-basic 17,791 17,627

2 unchanged sentences

LIMONEIRA COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

(in thousands)

Three Months Ended

July 31, Nine Months Ended

2024 2023 2024 2023

Net income (loss) $ 6,216 $ ( 1,250 ) $ 9,094 $ 12,654

Other comprehensive (loss) income, net of tax:

Net loss $ ( 3,071 ) $ ( 3,677 )

Other comprehensive loss:

Foreign currency translation adjustments ( 267 ) ( 467 )

Minimum pension liability adjustments, net of tax of $( 135 ) for the nine months ended July 31, 2023

— — — ( 220 )

Pension settlement cost, net of tax of $ 756 for the nine months ended July 31, 2023

Total other comprehensive (loss) income, net of tax ( 10 ) ( 485 ) ( 714 ) 3,412

Comprehensive income (loss) 6,206 ( 1,735 ) 8,380 16,066

Comprehensive loss attributable to noncontrolling interest 377 87 481 201

Comprehensive income (loss) attributable to Limoneira Company $ 6,583 $ ( 1,648 ) $ 8,861 $ 16,267

Total other comprehensive loss ( 267 ) ( 467 )

Comprehensive loss ( 3,338 ) ( 4,144 )

Comprehensive (gain) loss attributable to noncontrolling interest ( 3 ) 92

Comprehensive loss attributable to Limoneira Company $ ( 3,341 ) $ ( 4,052 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

(in thousands, except share and per share data)

Stockholders' Equity

Temporary Equity

Stockholders’ Equity Temporary Equity

Common Stock Additional

Comprehensive

Treasury Non- controlling

Loss Stock Interest

Paid-In Retained Accumulated

Comprehensive Treasury Non- controlling Total Series B

Preferred Series B-2

Shares Amount Capital Earnings Loss Stock Interest Equity Stock Stock

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

8 unchanged sentences

Noncontrolling interest adjustment — — — — — — ( 39 ) ( 39 ) — —

Net loss — — — ( 3,585 ) — — ( 92 ) ( 3,677 ) — —

Other comprehensive loss, net of tax — — — — ( 467 ) — — ( 467 ) — —

Net (loss) income — — — ( 3,074 ) — — 3 ( 3,071 ) — —

Other comprehensive loss — — — — ( 267 ) — — ( 267 ) — —

Balance at January 31, 2025 18,045,169 $ 180 $ 169,951 $ 16,274 $ ( 6,881 ) $ ( 3,493 ) $ 10,513 $ 186,544 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,348 ) — — — ( 1,348 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 33 ) — — — ( 33 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation 30,808 1 1,070 — — — — 1,071 — —

Exchange of common stock ( 63,070 ) ( 1 ) ( 1,150 ) — — — — ( 1,151 ) — —

Net income (loss) — — — 6,567 — — ( 12 ) 6,555 — —

Other comprehensive loss, net of tax — — — — ( 237 ) — — ( 237 ) — —

Balance at April 30, 2024 17,972,656 $ 180 $ 168,540 $ 19,050 $ ( 6,370 ) $ ( 3,493 ) $ 11,045 $ 188,952 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,354 ) — — — ( 1,354 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 32 ) — — — ( 32 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation 79,245 1 1,203 — — — — 1,204 — —

Net income (loss) — — — 6,593 — — ( 377 ) 6,216 — —

Other comprehensive loss, net of tax — — — — ( 10 ) — — ( 10 ) — —

Balance at July 31, 2024 18,051,901 $ 181 $ 169,743 $ 24,164 $ ( 6,380 ) $ ( 3,493 ) $ 10,668 $ 194,883 $ 1,479 $ 9,331

LIMONEIRA COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY (UNAUDITED)

(in thousands, except share and per share data)

Stockholders’ Equity Temporary Equity

3 unchanged sentences

Preferred Series B-2

Shares Amount Capital Earnings (Loss) Income Stock Interest Equity Stock Stock

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

6 unchanged sentences

Stock compensation 99,983 1 863 — — — — 864 — —

Noncontrolling interest adjustment — — — — — — ( 78 ) ( 78 ) — —

Net income (loss) — — — 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

Dividends Common ($ 0.075 per share)

— — — ( 1,348 ) — — — ( 1,348 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 33 ) — — — ( 33 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation 149,900 2 963 — — — — 965 — —

Exchange of common stock ( 36,097 ) — ( 684 ) — — — — ( 684 ) — —

Net loss — — — ( 1,613 ) — — ( 17 ) ( 1,630 ) — —

Other comprehensive loss, net of tax — — — — ( 50 ) — — ( 50 ) — —

Balance at April 30, 2023 17,978,910 $ 180 $ 167,169 $ 26,582 $ ( 4,011 ) $ ( 3,493 ) $ 11,417 $ 197,844 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,349 ) — — — ( 1,349 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 32 ) — — — ( 32 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation — — 756 — — — — 756 — —

Noncontrolling interest adjustment — — — — — — ( 60 ) ( 60 ) — —

Net loss — — — ( 3,585 ) — — ( 92 ) ( 3,677 ) — —

Other comprehensive loss, net of tax — — — — ( 467 ) — — ( 467 ) — —

Balance at July 31, 2023 17,978,910 $ 180 $ 167,925 $ 23,945 $ ( 4,496 ) $ ( 3,493 ) $ 11,330 $ 195,391 $ 1,479 $ 9,331

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

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended

Three Months Ended

Operating activities

Net income $ 9,094 $ 12,654

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

Net loss $ ( 3,071 ) $ ( 3,677 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 2,016 2,058

Impairment of intangible asset 643 —

Gain on disposal of assets, net ( 6 ) ( 165 )

Gain on legal settlement — ( 853 )

Gain on sales of water rights ( 1,488 ) —

Stock compensation expense 932 864

1 unchanged sentence

Equity in earnings of investments, net ( 102 ) ( 41 )

Cash distributions from equity investments 15,005 220

Deferred income taxes ( 2,407 ) ( 4,190 )

7 unchanged sentences

Accrued liabilities and payables to related parties ( 3,069 ) ( 160 )

Income taxes payable ( 2,319 ) ( 330 )

Other long-term liabilities ( 108 ) ( 447 )

Net cash provided by (used in) operating activities 11,266 ( 12,588 )

Net cash used in operating activities ( 12,912 ) ( 10,271 )

Investing activities

1 unchanged sentence

Net proceeds from sales of assets 162 783

Net proceeds from legal settlement — 853

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

Cash distribution from Trapani Fresh 61 82

Proceeds from sales of water rights 600 —

Cash distributions from Trapani Fresh 41 61

Collection on notes receivable — 66

1 unchanged sentence

Investments in mutual water companies and water rights ( 9 ) ( 15 )

Net cash (used in) provided by investing activities ( 6,684 ) 92,358

Net cash used in investing activities ( 3,492 ) ( 1,639 )

Financing activities

5 unchanged sentences

Exchange of common stock ( 1,224 ) ( 684 )

Net cash used in financing activities ( 7,108 ) ( 69,646 )

Net cash provided by financing activities 14,539 8,815

Effect of exchange rate changes on cash 2 ( 9 )

Net (decrease) increase in cash ( 2,541 ) 10,150

Net decrease in cash ( 1,863 ) ( 3,104 )

Cash at beginning of period 2,996 3,631

3 unchanged sentences

(in thousands)

Nine Months Ended

Three Months Ended

Supplemental disclosures of cash flow information

3 unchanged sentences

Capital expenditures accrued but not paid at period-end $ 451 $ 116

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

Accrued contribution obligation of investment in water company $ 279 $ 450

Accrued water rights sale proceeds $ 1,140 $ —

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4 unchanged sentences

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.

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.

Basis of Presentation and Preparation

8 unchanged sentences

Summary of Significant Accounting Policies

Comprehensive Income (Loss)

Comprehensive income (loss) represents all changes in a company’s net assets, except changes resulting from transactions with stockholders.

Other comprehensive income or loss includes foreign currency translation items and defined benefit pension items.

Comprehensive Loss

Comprehensive loss represents all changes in a company’s net assets, except changes resulting from transactions with stockholders.

Other comprehensive loss relates entirely to foreign currency translation 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 July 31,

Pre-tax Amount Tax Expense Net Amount Pre-tax Amount Tax Expense Net Amount

Foreign currency translation adjustments $ ( 10 ) $ — $ ( 10 ) $ ( 485 ) $ — $ ( 485 )

Other comprehensive loss $ ( 10 ) $ — $ ( 10 ) $ ( 485 ) $ — $ ( 485 )

Nine Months Ended July 31,

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

Foreign currency translation adjustments $ ( 714 ) $ — $ ( 714 ) $ 1,688 $ — $ 1,688

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 $ ( 714 ) $ — $ ( 714 ) $ 4,033 $ ( 621 ) $ 3,412

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Summary of Significant Accounting Policies (continued)

Comprehensive Income (Loss) (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 ( 714 ) — ( 714 )

Balance at July 31, 2024 $ ( 6,380 ) $ — $ ( 6,380 )

Foreign Currency Translation (Loss) Gain Defined Benefit Pension Plan Accumulated Other Comprehensive (Loss) Income

Balance at October 31, 2022 $ ( 6,184 ) $ ( 1,724 ) $ ( 7,908 )

Other comprehensive income 1,688 1,724 3,412

Balance at July 31, 2023 $ ( 4,496 ) $ — $ ( 4,496 )

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):

FASB Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

10 unchanged sentences

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

SEC Release No.

6 unchanged sentences

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Summary of Significant Accounting Policies (continued)

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

Disaggregation of Income Statement Expenses and ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date

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.

The effective date of ASU 2024-03 was clarified by ASU 2025-01.

ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim periods within annual 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.

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 nine months ended July 31, 2024.

One individual customer represented 10 % of accounts receivable, net as of July 31, 2024.

No individual vendor represented more than 10% of accounts payable as of July 31, 2024.

Lemons procured from third-party growers were 73 % and 53 % of the Company's lemon supply for the nine months ended July 31, 2024 and 2023, respectively.

One third-party grower was 14 % of the Company's lemon supply for the nine months ended July 31, 2024.

One individual customer represented 16 % of revenue for the three months ended January 31, 2025.

Two individual customers represented 21 % and 12 % of accounts receivable, net as of January 31, 2025.

One individual vendor represented 11 % of accounts payable as of January 31, 2025.

Lemons procured from third-party growers were 83 % and 84 % of the Company’s domestic lemon supply for the three months ended January 31, 2025 and 2024, respectively.

Three third-party growers and suppliers represented 48 %, 16 % and 15 % of growers and suppliers payable as of January 31, 2025.

The Company maintains its cash in federally insured financial institutions.

1 unchanged sentence

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

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 )

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 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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Asset Sales and Disposals (continued)

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.

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 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 the quarter ended April 30, 2023.

After transaction and closing costs, the Company recorded a gain on disposal of assets of $ 187,000 during the quarter ended January 31, 2024.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

Prepaid supplies and insurance $ 2,603 $ 1,986

Assets held for sale — 535

Sales tax receivable 138 312

Income taxes receivable — 816

Lemon supplier advances 260 295

2 unchanged sentences

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 $ 10,110,000 and $ 9,987,000 as of July 31, 2024 and October 31, 2023, respectively.

Real estate development assets are comprised primarily of land and land development costs for the East Area II property in the amount of $ 10,306,000 and $ 10,201,000 as of January 31, 2025 and October 31, 2024, respectively.

East Area I, Retained Property and East Area II

1 unchanged sentence

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 July 31, 2024 and October 31, 2023, which is included in payables to related parties.

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

The balance in East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 3,444,000 as of January 31, 2025 and October 31, 2024, 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.

4 unchanged sentences

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

As of July 31, 2024, LLCB had unaudited cash and cash equivalents of $ 69,856,000 .

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Real Estate Development (continued)

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

As of January 31, 2025, LLCB had cash and cash equivalents of $ 62,368,000 .

In February 2018, the Company and certain principals from Lewis guaranteed the obligations under the Loan.

4 unchanged sentences

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 July 31, 2024 and October 31, 2023.

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.

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 $ 400,000 and $ 275,000 to LLCB II during the nine months ended July 31, 2024 and 2023, respectively.

Through July 31, 2024, LLCB closed on lot sales representing 1,261 residential units since inception, including 554 residential units in the second quarter of fiscal year 2024.

The Company made contributions of $ 100,000 and $ 200,000 to LLCB II during the three months ended January 31, 2025 and 2024, respectively.

Through January 31, 2025, LLCB closed on lot sales representing 1,261 residential units since inception.

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 the three months ended January 31, 2023.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Equity in Investments

Equity in investments consist of the following (in thousands):

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

Limoneira Lewis Community Builders, LLC $ 67,962 $ 67,962

9 unchanged sentences

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 period for the nine months ended July 31, 2024, this threshold was met for LLCB and thus summarized income statement information for LLCB is presented in this Quarterly Report on Form 10-Q.

During the year-to-date interim period for the three months ended January 31, 2025, this threshold was met for LLCB and thus summarized income statement information for LLCB is presented in this Quarterly Report on Form 10-Q.

The full audited financial statements of LLCB for the years ended October 31, 2024, 2023 and 2022 were provided as exhibits to the Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Equity in Investments (continued)

Unconsolidated Significant Subsidiary (continued)

The following is unaudited summarized financial information for LLCB (in thousands):

Nine Months Ended

Three Months Ended

Revenues $ 80 $ 913

Cost of land sold ( 73 ) ( 800 )

Operating expenses 276 414

Operating income (expenses) 547 ( 21 )

Net income $ 554 $ 92

Net income attributable to Limoneira Company $ — $ 92

July 31, 2024 October 31, 2023

Cash and cash equivalents $ 69,856 $ 12,863

Goodwill and Intangible Assets, Net

3 unchanged sentences

Foreign currency translation adjustment ( 3 )

Balance at July 31, 2024 $ 1,505

Balance at January 31, 2025 $ 1,501

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 July 31, 2024.

There have been no impairment charges recorded against goodwill as of January 31, 2025.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Goodwill and Intangible Assets, Net (continued)

Intangible assets consist of the following (in thousands):

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

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

4 unchanged sentences

$ 8,277 $ ( 3,481 ) $ 4,796 $ 8,558 $ ( 3,337 ) $ 5,221

Amortization expense totaled $ 177,000 and $ 178,000 for the three months ended July 31, 2024 and 2023, respectively.

Amortization expense totaled $ 533,000 and $ 553,000 for the nine months ended July 31, 2024 and 2023, 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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Goodwill and Intangible Assets, Net (continued)

Estimated future amortization expense of intangible assets as of July 31, 2024 is as follows (in thousands):

2024 (remaining three months) $ 144

Thereafter 171

Investments in Mutual Water Companies

Amortization expense totaled $ 144,000 and $ 179,000 for the three months ended January 31, 2025 and 2024, respectively.

In January 2025, the Company sold acquired water rights in the Santa Paula Basin for $ 30,000 per acre-foot in two transactions.

The total selling price was $ 1,440,000 and the Company recorded a gain on sales of water rights of $ 1,200,000 .

Estimated future amortization expense of intangible assets as of January 31, 2025 is as follows (in thousands):

2025 (remaining nine months) $ 433

Investments in Mutual Water Companies and Water Rights

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 the Company has 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 July 31, 2024 and October 31, 2023 were $ 6,215,000 and $ 5,703,000 , respectively.

In January 2025, the Company sold water pumping rights in the Santa Paula Basin for $ 300,000 and the Company recorded a gain on sale of water rights of $ 288,000 .

Investments in mutual water companies included in other assets in the consolidated balance sheets as of January 31, 2025 and October 31, 2024 were $ 6,506,000 and $ 6,229,000 , respectively.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

Compensation $ 1,867 $ 4,147

5 unchanged sentences

$ 9,195 $ 12,483

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt

Long-term debt is comprised of the following (in thousands):

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

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 5.34 % at July 31, 2024, plus 1.78 %.

the interest rate of the revolving line of credit is variable based on the one-month SOFR, which was 4.35 % at January 31, 2025, 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.

2 unchanged sentences

Banco de Chile term loan:

The interest rate is fixed at 6.48 %.

The loan is payable in annual installments through 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 rate was fixed at 6.48 %.The loan was repaid in January 2025.

Banco de Chile COVID-19 loans:

4 unchanged sentences

Long-term debt, less current portion $ 57,868 $ 40,031

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt (continued)

The Company entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, formerly known as Farm Credit West, (the “Lender”) dated June 1, 2021, together with a revolving credit facility supplement (the “Revolving Credit Supplement”), a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement,” and together with the Revolving Credit Supplement, the “Supplements”) and an agreement to convert to a fixed interest rate for a period of time as described in the table above (“Fixed Interest Rate Agreement”).

The MLA governs the terms of the Supplements.

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 July 31, 2024, the Company's outstanding borrowings under the Supplements were $ 40,000,000 and it had $ 75,000,000 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.

As of January 31, 2025, the Company’s outstanding borrowings under the Supplements were $ 57,846,000 and it had $ 57,154,000 available to borrow.

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 interest rate for any amount outstanding under the Revolving Credit Supplement is based on the SOFR plus or minus an applicable margin.

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.

9 unchanged sentences

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 $ 558,000 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 $ 347,000 and $ 207,000 during the three months ended July 31, 2024 and 2023, and $ 501,000 and $ 513,000 for the nine months ended July 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.

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 with the covenants as of October 31, 2024.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Other Long-Term Liabilities

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

July 31, 2024 October 31, 2023

Loan guarantee — 1,080

Leases 1,205 2,316

Other 1,148 1,159

$ 2,353 $ 4,555

Long-Term Debt (continued)

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

The Company capitalized interest of $ 332,000 and $ 56,000 during the three months ended January 31, 2025 and 2024, 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.

Lessor Arrangements

4 unchanged sentences

Three Months Ended

July 31, Nine Months Ended

2024 2023 2024 2023

Operating lease revenue $ 1,328 $ 1,292

9 unchanged sentences

Three Months Ended

July 31, Nine Months Ended

2024 2023 2024 2023

Operating lease costs $ 520 $ 499

8 unchanged sentences

Leases (continued)

Lessee Arrangements (continued)

Supplemental balance sheet information related to leases consists of the following (in thousands):

Classification July 31, 2024 October 31, 2023

Classification January 31, 2025 October 31, 2024

Operating lease ROU assets Other assets $ 2,127 $ 2,416

7 unchanged sentences

Supplemental cash flow information related to leases consists of the following (in thousands):

Nine Months Ended

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

3 unchanged sentences

ROU assets obtained in exchange for new operating lease liabilities $ 186 $ 352

Leased assets obtained in exchange for new finance lease liabilities $ 557 $ —

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock.

Diluted net income (loss) per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of unvested, restricted stock and conversion of preferred stock.

The computations for basic and diluted net income (loss) per common share are as follows (in thousands, except per share data):

Earnings Per Share

Basic net income or loss per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock.

Diluted net income or loss per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of unvested, restricted stock and conversion of preferred stock.

The computations for basic and diluted net income or loss per common share are as follows (in thousands, except per share data):

Three Months Ended

July 31, Nine Months Ended

2024 2023 2024 2023

Basic net income (loss) per common share:

Net income (loss) applicable to common stock $ 6,468 $ ( 1,288 ) $ 9,199 $ 12,479

Basic net loss per common share:

Net loss applicable to common stock $ ( 3,199 ) $ ( 3,710 )

Effect of unvested, restricted stock ( 20 ) ( 27 )

Net income (loss) for basic EPS 6,373 ( 1,315 ) 9,046 12,285

Net loss for basic EPS ( 3,219 ) ( 3,737 )

Weighted average common shares–basic 17,791 17,627

Basic net income (loss) per common share $ 0.36 $ ( 0.07 ) $ 0.51 $ 0.70

Diluted net income (loss) per common share:

Net income (loss) for basic EPS $ 6,373 $ ( 1,315 ) $ 9,046 $ 12,285

Basic net loss per common share $ ( 0.18 ) $ ( 0.21 )

Diluted net loss per common share:

Net loss for basic EPS $ ( 3,219 ) $ ( 3,737 )

Effect of dilutive preferred stock — —

Net income (loss) for diluted EPS 6,498 ( 1,315 ) 9,046 12,661

Net loss for diluted EPS ( 3,219 ) ( 3,737 )

Weighted average common shares–basic 17,791 17,627

1 unchanged sentence

Weighted average common shares–diluted 17,791 17,627

Diluted net income (loss) per common share $ 0.35 $ ( 0.07 ) $ 0.51 $ 0.69

Diluted net income (loss) per common share is computed using the more dilutive method of either the two-class method or the treasury stock method.

Diluted net loss per common share $ ( 0.18 ) $ ( 0.21 )

Diluted net income or loss per common share is computed using the more dilutive method of either the two-class method or the treasury stock method.

Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share.

The Company’s unvested, restricted stock awards qualify as participating shares.

Diluted net income (loss) per common share was calculated under the two-class method for the three and nine months ended July 31, 2024 and 2023.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Diluted net loss per common share was calculated under the two-class method for the three months ended January 31, 2025 and 2024.

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):

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

Balance Sheet Balance Sheet

1 unchanged sentence

2 Mutual water companies $ — $ 288 $ 685 $ — $ 526 $ 105

5 Cadiz / Fenner / WAM $ — $ — $ 206 $ — $ — $ 206

5 YMIDD $ 105 $ — $ — $ 206 $ — $ —

3 unchanged sentences

10 Del Mar $ — $ — $ — $ — $ — $ 527

Three Months Ended July 31, 2024 Three Months Ended July 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 $ — $ 240 $ — $ — $ — $ 222 $ — $ —

2 Mutual water companies $ — $ — $ 138 $ — $ — $ — $ 201 $ —

3 Cooperative association $ — $ — $ 17 $ — $ — $ — $ 412 $ —

5 Cadiz / Fenner / WAM $ — $ — $ — $ 93 $ — $ — $ 359 $ —

6 YMIDD $ 311 $ — $ — $ — $ 135 $ — $ 70 $ —

7 FGF $ 83 $ 50 $ — $ — $ 132 $ 50 $ — $ —

9 Principal Owner $ — $ — $ — $ 240 $ — $ — $ — $ 446

10 Rosales $ 368 $ — $ 1,545 $ — $ — $ — $ — $ —

Nine Months Ended July 31, 2024 Nine Months Ended July 31, 2023

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions (continued)

Three Months Ended January 31, 2025 Three Months Ended January 31, 2024

Consolidated Statement of Operations Consolidated Statement of Operations

3 unchanged sentences

3 Cooperative association $ — $ — $ — $ — $ — $ — $ 489 $ —

5 Cadiz / Fenner / WAM $ — $ — $ — $ 279 $ — $ — $ 1,914 $ —

5 YMIDD $ 306 $ — $ 5 $ — $ 318 $ — $ — $ —

2 unchanged sentences

9 Rosales $ 1,355 $ — $ 44 $ — $ 1,323 $ — $ 49 $ —

10 Del Mar $ 43 $ — $ — $ — $ — $ — $ — $ —

(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.

4 unchanged sentences

The Company purchased services and supplies from and had immaterial payments due to the cooperative association.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions (continued)

(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 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.

(5) 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.

(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.

(6) FGF Trapani ("FGF") - FGF is a 49 % partner in Trapani Fresh joint venture in Argentina and 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.

(7) LLCB - The Company entered into a joint venture with Lewis for the residential development of our East Area I real estate development project and formed LLCB as the development entity.

Refer to Note 5 - Real Estate Development.

(8) 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.

(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 6 - Equity in Investments.

Del Mar markets lemons through the Company and the Company has a payable due to Del Mar for such lemon procurement.

The effective tax rate for the nine months ended July 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 stock-based compensation, 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 July 31, 2024.

(9) Rosales - The Company has an equity interest in Rosales as noted in Note 6 - Equity in Investments.

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

(10) Del Mar - The Company has an interest in Del Mar as a general partner and as a limited partner as noted in Note 6 - 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.

The effective tax rate for the three months ended January 31, 2025 was higher than the federal statutory tax rate of 21% mainly due to foreign jurisdictions that are taxed at different rates, state taxes, tax impact of stock-based compensation, 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, 2025.

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 July 31, 2024.

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.

There was no accrued interest or penalties associated with uncertain tax positions as of January 31, 2025.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Retirement Plans (continued)

The components of net periodic pension cost for the Plan were as follows (in thousands):

Nine Months Ended

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

Commitments and Contingencies

2 unchanged sentences

Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings.

The Company was party to a lawsuit, initiated on March 27, 2018, against Southern California Edison in Superior Court of the State of California, County of Los Angeles whereby the Company claimed unspecified damages, attorneys’ fees and other costs, as a result of the Thomas Fire in fiscal year 2018.

On April 18, 2023, the Company entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) with Southern California Edison Company and Edison International to formally resolve any and all claims related to the fire.

Under the terms of the Settlement Agreement, the Company was awarded a total settlement of $ 9,000,000 .

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 as of April 30, 2023.

Stock-based Compensation

2 unchanged sentences

Management Performance Awards

Certain restricted stock grants are made to management under the Stock Plan ("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 was 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 the fiscal year ended October 31, 2023, and the balance will be 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 common stock in the future based on the achievement of certain long-term performance goals.

The Company recorded $ 197,000 of stock compensation expense related to these awards during the nine months ended July 31, 2024.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Stock-based Compensation (continued)

Certain time-based restricted stock grants are made to management under the Stock Plan and generally vest over a three-year period as service is provided.

During November 2024, 20,555 shares of restricted stock with a per share price of $ 25.54 were granted to management.

The related compensation expense of $ 525,000 will be recognized over three years as the shares vest.

During December 2024, 6,194 shares of restricted stock with a per share price of $ 26.30 were granted to management.

The related compensation expense of $ 163,000 will be recognized over three years as the shares vest.

In November and December 2024, the Company entered into Performance Share-Based Award Agreements with members of management whereby the employees may be granted up to a maximum of 53,498 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

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 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.

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 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.

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 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 common stock in the future based on the achievement of certain long-term performance goals.

The Company recorded $ 292,000 of stock compensation expense related to these awards during the nine months ended July 31, 2024.

Certain time-based restricted stock grants are made to key executives under the Stock Plan and generally vest over a three-year period as service is provided.

During November 2024, 29,366 shares of restricted stock with a per share price of $ 25.54 were granted to key executives.

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

During December 2024, the Company granted 2,972 shares of restricted stock with a per share price of $ 26.30 to key executives related to the Retention Bonus Agreements.

The related compensation expense of $ 78,000 will be recognized over the next year as the shares vest.

In November 2024, the Company entered into Performance Share-Based Award Agreements with key executives whereby the executives may be granted up to a maximum of 58,732 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

Director Awards

Certain restricted stock grants are made 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 .

Certain time-based restricted stock grants are made on an annual basis to non-employee directors under the Stock Plan and generally vest after a one-year period as service is provided.

Exchange of Common Stock

During the nine months ended July 31, 2024 and 2023, members of management exchanged 99,167 and 1,594 shares of common stock with fair values totaling $ 1,835,000 and $ 26,000 , respectively, at the dates of the exchanges, for the payment of payroll taxes associated with the vesting of shares under the Stock Plan.

During the three months ended January 31, 2025 and 2024, members of management exchanged 47,089 and 36,097 shares of common stock with fair values totaling $ 1,224,000 and $ 684,000 , respectively, at the dates of the exchanges, for the payment of payroll taxes associated with the vesting of restricted stock under the Stock Plan.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information

7 unchanged sentences

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 other agribusiness segment primarily includes sales, farm management, farming and harvest costs, brokered fruit costs of oranges and specialty citrus, wine grapes, fallowing revenue, shipping revenue and shipping costs.

The Company does not separately allocate depreciation and amortization to its fresh lemons, lemon packing, avocados and other agribusiness segments.

1 unchanged sentence

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, 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.

The Company does not allocate selling, general and administrative expense, gain on disposal of assets, net, gain on sales of water rights, total other expense and income taxes, or specifically identify them to its operating segments.

The lemon packing segment earns packing revenue for packing lemons grown on the Company's 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 (UNAUDITED) (CONTINUED)

Segment Information (continued)

Segment information for the three months ended July 31, 2024 is as follows (in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 36,746 $ 5,200 $ — $ 13,897 $ 6,006 $ 61,849 $ 1,456 $ 63,305

Intersegment revenue — 10,499 ( 10,499 ) — — — — —

Total net revenues 36,746 15,699 ( 10,499 ) 13,897 6,006 61,849 1,456 63,305

Costs and expenses 32,977 11,144 ( 10,499 ) 4,104 5,912 43,638 8,559 52,197

Depreciation and amortization — — — — — 1,799 316 2,115

Operating income (loss) $ 3,769 $ 4,555 $ — $ 9,793 $ 94 $ 16,412 $ ( 7,419 ) $ 8,993

Segment information for the three months ended July 31, 2023 is as follows (in thousands):

Segment information for the three months ended January 31, 2025 is as follows (in thousands):

Packing Eliminations

4 unchanged sentences

Revenues from external customers $ 23,716 $ 4,545 $ — $ 162 $ 4,429 $ 32,852 $ 1,453 $ 34,305

Intersegment revenue — 9,684 ( 9,684 ) — — — — —

Intersegment revenues — 7,270 ( 7,270 ) — — — — —

Total net revenues 23,716 11,815 ( 7,270 ) 162 4,429 32,852 1,453 34,305

1 unchanged sentence

Depreciation and amortization — — — — — 1,774 242 2,016

Operating income (loss) $ 2,621 $ 2,016 $ — $ 432 $ 913 $ 4,247 $ ( 5,796 ) $ ( 1,549 )

Segment information for the nine months ended July 31, 2024 is as follows (in thousands):

Operating (loss) income $ ( 713 ) $ 1,224 $ — $ 125 $ 491 $ ( 647 ) $ ( 4,699 ) $ ( 5,346 )

Segment information for the three months ended January 31, 2024 is as follows (in thousands):

Packing Eliminations

4 unchanged sentences

Revenues from external customers $ 27,384 $ 5,592 $ — $ — $ 5,363 $ 38,339 $ 1,392 $ 39,731

Intersegment revenue — 28,129 ( 28,129 ) — — — — —

Intersegment revenues — 6,716 ( 6,716 ) — — — — —

Total net revenues 27,384 12,308 ( 6,716 ) — 5,363 38,339 1,392 39,731

1 unchanged sentence

Depreciation and amortization — — — — — 1,744 314 2,058

Operating income (loss) $ 4,284 $ 8,435 $ — $ 10,716 $ 354 $ 18,458 $ ( 21,885 ) $ ( 3,427 )

Segment information for the nine months ended July 31, 2023 is as follows (in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 92,002 $ 17,543 $ — $ 7,065 $ 17,686 $ 134,296 $ 4,172 $ 138,468

Intersegment revenue — 27,356 ( 27,356 ) — — — — —

Total net revenues 92,002 44,899 ( 27,356 ) 7,065 17,686 134,296 4,172 138,468

Costs and expenses (gains) 91,651 36,568 ( 27,356 ) 4,053 15,749 120,665 ( 9,180 ) 111,485

Depreciation and amortization — — — — — 5,610 900 6,510

Operating income $ 351 $ 8,331 $ — $ 3,012 $ 1,937 $ 8,021 $ 12,452 $ 20,473

Operating (loss) income $ ( 1,457 ) $ 1,590 $ — $ — $ 836 $ ( 775 ) $ ( 6,970 ) $ ( 7,745 )

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

July 31, Nine Months Ended

2024 2023 2024 2023

Oranges $ 1,568 $ 1,141

Specialty citrus and other crops 550 1,900 2,475 4,163

Specialty citrus and wine grapes 503 1,086

Farm management 1,181 2,048

4 unchanged sentences

Subsequent Events

The Company evaluated events subsequent to July 31, 2024 through the date of this filing, to assess the need for potential recognition or disclosure in this Quarterly Report.

The Company evaluated events subsequent to January 31, 2025 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.

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-Q

Item 1. Financial Statements