What changed in this filing

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Item 1. Financial Statements

2025-06-09 compared with 2025-03-12 · 201 added, 103 removed, 510 unchanged (37% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

January 31, 2025 October 31, 2024

April 30, 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 January 31, 2025 and October 31, 2024) ( 8.75 % coupon rate)

14,790 shares issued and outstanding at April 30, 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 January 31, 2025 and October 31, 2024) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

9,300 shares issued and outstanding at April 30, 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 January 31, 2025 and October 31, 2024)

zero issued or outstanding at April 30, 2025 and October 31, 2024)

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

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)

18,320,006 and 18,284,148 shares issued and 18,069,029 and 18,033,171 shares outstanding at April 30, 2025 and October 31, 2024, respectively)

Additional paid-in capital 170,399 170,243

1 unchanged sentence

Accumulated other comprehensive loss ( 6,379 ) ( 6,614 )

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

Treasury stock, at cost, 250,977 shares at April 30, 2025 and October 31, 2024

( 3,493 ) ( 3,493 )

7 unchanged sentences

Three Months Ended

April 30, Six Months Ended

2025 2024 2025 2024

Net revenues:

6 unchanged sentences

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

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

Loss (gain) on disposal of assets, net 18 48 12 ( 117 )

Selling, general and administrative 5,733 7,368 12,208 14,713

1 unchanged sentence

Operating loss ( 3,345 ) ( 4,675 ) ( 8,691 ) ( 12,420 )

Other (expense) income:

Other income (expense):

Interest income 13 14 28 36

2 unchanged sentences

Other income, net 5 197 16 219

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 )

Total other income 281 16,452 149 16,330

(Loss) income before income tax (provision) benefit ( 3,064 ) 11,777 ( 8,542 ) 3,910

Income tax (provision) benefit ( 301 ) ( 5,222 ) 2,106 ( 1,032 )

Net (loss) income ( 3,365 ) 6,555 ( 6,436 ) 2,878

Net loss attributable to noncontrolling interest 4 12 1 104

Net (loss) income attributable to Limoneira Company ( 3,361 ) 6,567 ( 6,435 ) 2,982

Preferred dividends ( 126 ) ( 126 ) ( 251 ) ( 251 )

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 )

Net (loss) income applicable to common stock $ ( 3,487 ) $ 6,441 $ ( 6,686 ) $ 2,731

Basic net (loss) income per common share $ ( 0.20 ) $ 0.36 $ ( 0.38 ) $ 0.15

Diluted net (loss) income per common share $ ( 0.20 ) $ 0.35 $ ( 0.38 ) $ 0.15

Weighted-average common shares outstanding-basic 17,825 17,707 17,808 17,677

2 unchanged sentences

LIMONEIRA COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

(in thousands)

Three Months Ended

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

Other comprehensive loss:

April 30, Six Months Ended

2025 2024 2025 2024

Net (loss) income $ ( 3,365 ) $ 6,555 $ ( 6,436 ) $ 2,878

Other comprehensive income (loss):

Foreign currency translation adjustments 502 ( 237 ) 235 ( 704 )

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 )

Total other comprehensive income (loss) 502 ( 237 ) 235 ( 704 )

Comprehensive (loss) income ( 2,863 ) 6,318 ( 6,201 ) 2,174

Comprehensive loss attributable to noncontrolling interest 4 12 1 104

Comprehensive (loss) income attributable to Limoneira Company $ ( 2,859 ) $ 6,330 $ ( 6,200 ) $ 2,278

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

7 unchanged sentences

Preferred Series B-2

Shares Amount Capital Earnings Loss Stock Interest Equity Stock Stock

Shares Amount Capital Earnings (Loss) Income 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

11 unchanged sentences

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)

— — — ( 1,353 ) — — — ( 1,353 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 33 ) — — — ( 33 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation 30,540 1 550 — — — — 551 — —

Exchange of common stock ( 6,680 ) — ( 102 ) — — — — ( 102 ) — —

Net loss — — — ( 3,361 ) — — ( 4 ) ( 3,365 ) — —

Other comprehensive income — — — — 502 — — 502 — —

Balance at April 30, 2025 18,069,029 $ 181 $ 170,399 $ 11,434 $ ( 6,379 ) $ ( 3,493 ) $ 10,509 $ 182,651 $ 1,479 $ 9,331

Stockholders’ Equity Temporary Equity

17 unchanged sentences

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

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

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

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Operating activities

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

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

Net (loss) income $ ( 6,436 ) $ 2,878

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

Depreciation and amortization 4,125 4,158

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

Loss (gain) on disposal of assets, net 12 ( 117 )

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

2 unchanged sentences

Equity in earnings of investments, net ( 593 ) ( 16,633 )

Cash distributions from equity investments 10,092 —

Deferred income taxes ( 2,106 ) 1,032

7 unchanged sentences

Accrued liabilities and payables to related parties ( 5,422 ) 1,923

Income taxes payable ( 680 ) ( 259 )

Other long-term liabilities ( 222 ) ( 900 )

24 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Supplemental disclosures of cash flow information

4 unchanged sentences

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

Accrued water rights sale proceeds $ 1,140 $ —

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

15 unchanged sentences

Summary of Significant Accounting Policies

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.

Comprehensive (Loss) Income

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

Other comprehensive income or loss relates entirely to foreign currency translation items.

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

24 unchanged sentences

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.

On February 11, 2025, the SEC indicated it would ask the court to hold on scheduling further arguments while the SEC reassessed its position in the litigation.

Subsequently, on March 27, 2025, the SEC voted to cease defending the rule in court.

Despite withdrawing its defense, the SEC has not formally rescinded the rule.

The Company is continuing to evaluate the potential 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):

15 unchanged sentences

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

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.

One individual customer represented 17 % of revenue for the six months ended April 30, 2025.

Two individual customers represented 15 % and 11 % of accounts receivable, net as of April 30, 2025.

One individual vendor represented 11 % of accounts payable as of April 30, 2025.

Lemons procured from third-party growers were 88 % and 79 % of the Company’s domestic lemon supply for the six months ended April 30, 2025 and 2024, respectively.

Two third-party growers represented 52 % and 22 % of growers and suppliers payable as of April 30, 2025.

The Company maintains its cash in federally insured financial institutions.

8 unchanged sentences

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

January 31, 2025 October 31, 2024

April 30, 2025 October 31, 2024

Prepaid supplies and insurance $ 3,010 $ 1,986

Sales tax receivable 71 312

Income taxes receivable 224 —

Lemon supplier advances 111 295

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 $ 10,306,000 and $ 10,201,000 as of January 31, 2025 and October 31, 2024, respectively.

Real estate development assets are comprised primarily of land and land development costs for the East Area II property in the amount of $ 10,270,000 and $ 10,201,000 as of April 30, 2025 and October 31, 2024, respectively.

East Area I, Retained Property and East Area II

4 unchanged sentences

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.

The balance in East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 3,444,000 as of April 30, 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.

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 was payable monthly.

The interest rate on the Loan was Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus 2.85 % and was payable monthly.

Effective as of February 22, 2024, the Loan maturity date was extended to August 22, 2024 and the interest rate transitioned from the BSBY to the Secured Overnight Financing Rate (“SOFR”) plus 2.85 %.

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

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

As of April 30, 2025, LLCB had cash and cash equivalents of $ 37,307,000 .

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

6 unchanged sentences

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 $ 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.

The Company made contributions of $ 1,775,000 and $ 200,000 to LLCB II during the six months ended April 30, 2025 and 2024, respectively.

Through April 30, 2025, LLCB closed on lot sales representing 1,261 residential units since inception.

The Company received cash distributions of $ 10,004,000 in April 2025 and $ 15,005,000 in June 2024 from LLCB.

LIMONEIRA COMPANY

2 unchanged sentences

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

January 31, 2025 October 31, 2024

April 30, 2025 October 31, 2024

Limoneira Lewis Community Builders, LLC $ 58,455 $ 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 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.

During the year-to-date interim period for the six months ended April 30, 2025, this threshold was not met for any equity investments.

The threshold was met for LLCB during the year-to-date interim period for the six months ended April 30, 2024, 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.

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

Three Months Ended

Six Months Ended

Revenues $ 641 $ 94,540

8 unchanged sentences

Foreign currency translation adjustment 1

Balance at January 31, 2025 $ 1,501

Balance at April 30, 2025 $ 1,505

Goodwill is tested for impairment on an annual basis or when an event or changes in circumstances indicate that its carrying value may not be recoverable.

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

There have been no impairment charges recorded against goodwill as of April 30, 2025.

LIMONEIRA COMPANY

2 unchanged sentences

Intangible assets consist of the following (in thousands):

January 31, 2025 October 31, 2024

April 30, 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

$ 8,342 $ ( 3,626 ) $ 4,716 $ 8,558 $ ( 3,337 ) $ 5,221

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

Amortization expense totaled $ 145,000 and $ 177,000 for the three months ended April 30, 2025 and 2024, respectively.

Amortization expense totaled $ 289,000 and $ 356,000 for the six months ended April 30, 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

Estimated future amortization expense of intangible assets as of April 30, 2025 is as follows (in thousands):

2025 (remaining six months) $ 289

Investments in Mutual Water Companies and Water Rights

1 unchanged sentence

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.

Investments in mutual water companies included in other assets in the consolidated balance sheets as of April 30, 2025 and October 31, 2024 were $ 6,710,000 and $ 6,229,000 , respectively.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

January 31, 2025 October 31, 2024

April 30, 2025 October 31, 2024

Compensation $ 2,143 $ 4,147

5 unchanged sentences

$ 7,947 $ 12,483

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt

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

January 31, 2025 October 31, 2024

April 30, 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 4.35 % at January 31, 2025, 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 April 30, 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.

12 unchanged sentences

The Supplements provide aggregate borrowing capacity of $ 115,000,000 comprised of $ 75,000,000 under the Revolving Credit Supplement, and $ 40,000,000 under the Non-Revolving Credit Supplement.

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

As of April 30, 2025, the Company’s outstanding borrowings under the Supplements were $ 54,914,000 and it had $ 60,086,000 available to borrow.

The interest rate in effect under the Revolving Credit Supplement automatically adjusts on the first day of each month.

7 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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (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.

4 unchanged sentences

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

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.

The Company capitalized interest of $ 243,000 and $ 98,000 during the three months ended April 30, 2025 and 2024, and $ 575,000 and $ 154,000 for the six months ended April 30, 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.

The Company received annual cash patronage dividends from the Lender of $ 564,000 and $ 558,000 in the second quarter of fiscal years 2025 and 2024, respectively.

Lessor Arrangements

4 unchanged sentences

Three Months Ended

April 30, Six Months Ended

2025 2024 2025 2024

Operating lease revenue $ 1,512 $ 1,274 $ 2,840 $ 2,566

7 unchanged sentences

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 (UNAUDITED) (CONTINUED)

Leases (continued)

Lease costs consist of the following (in thousands):

Three Months Ended

April 30, Six Months Ended

2025 2024 2025 2024

Operating lease costs $ 522 $ 519 $ 1,042 $ 1,018

5 unchanged sentences

Total lease costs $ 740 $ 612 $ 1,363 $ 1,217

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Leases (continued)

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

Classification January 31, 2025 October 31, 2024

Classification April 30, 2025 October 31, 2024

Operating lease ROU assets Other assets $ 1,644 $ 2,416

7 unchanged sentences

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

Three Months Ended

Six 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 $ 689

Leased assets obtained in exchange for new finance lease liabilities $ 1,121 $ 494

LIMONEIRA COMPANY

5 unchanged sentences

Three Months Ended

Basic net loss per common share:

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

April 30, Six Months Ended

2025 2024 2025 2024

Basic net (loss) income per common share:

Net (loss) income applicable to common stock $ ( 3,487 ) $ 6,441 $ ( 6,686 ) $ 2,731

Effect of unvested, restricted stock ( 17 ) ( 101 ) ( 37 ) ( 47 )

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

Net (loss) income for basic EPS ( 3,504 ) 6,340 ( 6,723 ) 2,684

Weighted average common shares–basic 17,825 17,707 17,808 17,677

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 )

Basic net (loss) income per common share $ ( 0.20 ) $ 0.36 $ ( 0.38 ) $ 0.15

Diluted net (loss) income per common share:

Net (loss) income for basic EPS $ ( 3,504 ) $ 6,340 $ ( 6,723 ) $ 2,684

Effect of dilutive preferred stock — 126 — —

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

Net (loss) income for diluted EPS ( 3,504 ) 6,466 ( 6,723 ) 2,684

Weighted average common shares–basic 17,825 17,707 17,808 17,677

1 unchanged sentence

Weighted average common shares–diluted 17,825 18,362 17,808 17,677

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

Diluted net (loss) income per common share $ ( 0.20 ) $ 0.35 $ ( 0.38 ) $ 0.15

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.

1 unchanged sentence

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

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

Diluted net (loss) income per common share was calculated under the two-class method for the three and six months ended April 30, 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):

January 31, 2025 October 31, 2024

April 30, 2025 October 31, 2024

Balance Sheet Balance Sheet

6 unchanged sentences

10 Del Mar $ — $ — $ — $ — $ — $ 527

11 Law firm $ — $ — $ 86 $ — $ — $ —

LIMONEIRA COMPANY

1 unchanged sentence

Related-Party Transactions (continued)

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

Three Months Ended April 30, 2025 Three Months Ended April 30, 2024

Consolidated Statement of Operations Consolidated Statement of Operations

8 unchanged sentences

10 Del Mar $ 69 $ — $ — $ — $ — $ — $ — $ —

11 Law firm $ — $ — $ 133 $ — $ — $ — $ — $ —

Six Months Ended April 30, 2025 Six Months Ended April 30, 2024

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 $ — $ 464 $ — $ — $ — $ 455 $ — $ —

2 Mutual water companies $ — $ — $ 844 $ — $ — $ — $ 574 $ —

3 Cooperative association $ — $ — $ — $ — $ — $ — $ 559 $ —

5 YMIDD $ 685 $ — $ 82 $ — $ 629 $ — $ 62 $ —

6 FGF $ 165 $ 100 $ — $ — $ 165 $ 100 $ — $ —

8 Principal Owner $ — $ — $ — $ 491 $ — $ — $ — $ 450

9 Rosales $ 3,080 $ — $ 889 $ — $ 3,184 $ — $ 49 $ —

10 Del Mar $ 112 $ — $ — $ — $ — $ — $ — $ —

11 Law firm $ — $ — $ 133 $ — $ — $ — $ — $ —

(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.

1 unchanged sentence

Refer to Note 8 - Other Assets.

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

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

(3) Cooperative association - The Company has representation on the board of directors of a non-profit cooperative association that provides pest control services for the agricultural industry.

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

The Company purchased services and supplies from and had no amounts payable to them for such purchases.

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

7 unchanged sentences

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions (continued)

(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.

The Company recognizes lemon and orange sales to Rosales and procures lemons and oranges from Rosales.

The Company had no amounts due from Rosales for such sales and has amounts due to Rosales for such 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 had a payable due to Del Mar for such lemon procurement.

(11) Law firm - One of the Company’s directors is a partner at a law firm which provided legal services to the Company and the Company had amounts due for such services.

For the three and six months ended April 30, 2025, the Company applied the discrete effective tax rate method, as allowed by ASC 740-270-30-18, “Income Taxes—Interim Reporting,” to calculate its interim income tax provision.

The discrete method is applied when the application of the estimated annual effective tax rate yields an estimate that is not reliable and the actual effective rate for the year-to-date results represents the best estimate of the annual effective tax rate.

The Company believes that the use of the estimated annual effective tax rate method is not reliable because small changes in the projected ordinary annual income would result in significant variability in the estimated annual effective tax rate.

As a result of applying the discrete method approach, the Company recorded a second quarter tax expense on second quarter pre-tax losses as of April 30, 2025.

The effective tax rate for the six months ended April 30, 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 April 30, 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 January 31, 2025.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

There was no accrued interest or penalties associated with uncertain tax positions as of April 30, 2025.

Commitments and Contingencies

3 unchanged sentences

Stock-based Compensation

The Company has a stock-based compensation plan (the “Stock Plan”) that allows for the grant of common stock of the Company to members of management, key executives and non-employee directors.

The Company has a stock-based compensation plan (the “Stock Plan”) that allows for the grant of restricted common stock of the Company to members of management, key executives and non-employee directors.

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

8 unchanged sentences

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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Stock-based Compensation (continued)

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

6 unchanged sentences

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.

During April 2025, 30,540 shares were granted as Director Awards with a per share price of $ 16.70 .

Exchange of Common Stock

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)

During the six months ended April 30, 2025 and 2024, members of management exchanged 53,769 and 99,167 shares of common stock with fair values totaling $ 1,326,000 and $ 1,835,000 , respectively, at the dates of the exchanges, for the payment of payroll taxes associated with the vesting of restricted stock under the Stock Plan.

Segment Information

11 unchanged sentences

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 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 Company does not allocate selling, general and administrative expense, loss (gain) on disposal of assets, net, gain on sales of water rights, total other income 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.

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

Segment information for the three months ended April 30, 2025 is as follows (in thousands):

Packing Eliminations

9 unchanged sentences

Operating (loss) income $ 373 $ 1,722 $ — $ 1,157 $ 492 $ 1,878 $ ( 5,223 ) $ ( 3,345 )

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information (continued)

Segment information for the three months ended April 30, 2024 is as follows (in thousands):

Packing Eliminations

9 unchanged sentences

Operating (loss) income $ 1,972 $ 2,290 $ — $ 923 $ ( 576 ) $ 2,821 $ ( 7,496 ) $ ( 4,675 )

Segment information for the six months ended April 30, 2025 is as follows (in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 46,368 $ 9,197 $ — $ 2,942 $ 7,927 $ 66,434 $ 2,990 $ 69,424

Intersegment revenues — 16,466 ( 16,466 ) — — — — —

Total net revenues 46,368 25,663 ( 16,466 ) 2,942 7,927 66,434 2,990 69,424

Costs and expenses 46,708 22,717 ( 16,466 ) 1,660 6,944 61,563 12,427 73,990

Depreciation and amortization — — — — — 3,640 485 4,125

Operating (loss) income $ ( 340 ) $ 2,946 $ — $ 1,282 $ 983 $ 1,231 $ ( 9,922 ) $ ( 8,691 )

Segment information for the six months ended April 30, 2024 is as follows (in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 58,225 $ 10,556 $ — $ 2,348 $ 10,467 $ 81,596 $ 2,741 $ 84,337

Intersegment revenues — 17,630 ( 17,630 ) — — — — —

Total net revenues 58,225 28,186 ( 17,630 ) 2,348 10,467 81,596 2,741 84,337

Costs and expenses 57,710 24,306 ( 17,630 ) 1,425 10,207 76,018 16,581 92,599

Depreciation and amortization — — — — — 3,532 626 4,158

Operating (loss) income $ 515 $ 3,880 $ — $ 923 $ 260 $ 2,046 $ ( 14,466 ) $ ( 12,420 )

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

April 30, Six Months Ended

2025 2024 2025 2024

Oranges $ 1,574 $ 1,160 $ 3,142 $ 2,301

3 unchanged sentences

Other agribusiness revenues $ 3,498 $ 5,104 $ 7,927 $ 10,467

Subsequent Events

On June 6, 2025, the Company entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist”), effective as of November 1, 2025.

The agreement permits the Company to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower fruit, and to use Sunkist trademarks in these activities.

The agreement has an initial term of three years from November 1, 2025 to October 31, 2028, unless terminated earlier per the provisions of the agreement.

On November 1, 2026, and on each anniversary of such date thereafter, the agreement will automatically extend for an additional year unless the Company or Sunkist gives written notice on or prior to October 31 of each fiscal year.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Subsequent Events

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.

Subsequent Events (continued)

The Company evaluated events subsequent to April 30, 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 above and 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