What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-06-09 compared with 2025-03-12 · 302 added, 121 removed, 247 unchanged (63% of the section changed)

34 unchanged sentences

Cultural costs, also referred to as growing costs, in our agribusiness division tend to be higher in the first and second quarters and lower in the third and fourth quarters because of the timing of expensing cultural costs in the current year that were inventoried in the prior year.

Our harvest costs generally increase in the second quarter and peak in the third quarter, coinciding with the increasing production and revenue.

Our harvest costs generally increase in the second quarter and peak in the third quarter, coinciding with the increase in production and revenue.

Fluctuations in price are a function of global supply and demand with weather conditions, such as unusually low temperatures, typically having the most dramatic effect on the amount of lemons supplied in any individual growing season.

4 unchanged sentences

Our avocado plantings have been profitable and historically have been pursued to diversify our product line.

We plan to expand our avocado production by 1,000 acres through fiscal year 2027 to capitalize on robust consumer demand trends.

Since fiscal year 2023, we expanded our avocado production by 500 acres, and we plan to expand an additional 500 acres through fiscal year 2027.

This 1,000-acre expansion reflects our strategy to capitalize on robust consumer demand trends for avocados.

In addition to growing lemons and avocados, we grow oranges and wine grapes.

13 unchanged sentences

We believe we have adequate supplies of water for our agribusiness segments as well as our rental and real estate development activities.

Water for our farming operations located in Ventura County, California is sourced from the existing water resources associated with our land, which includes approximately 8,700 acre-feet of water rights in the adjudicated Santa Paula Basin (aquifer) and the un-adjudicated Fillmore Basin (aquifer).

Our Windfall Farms property located in San Luis Obispo County, California obtains water from wells that derive water from the Paso Robles Basin (aquifer).

2 unchanged sentences

Southern California is experiencing below average precipitation for the 2024 - 2025 rainfall season.

As of January 31, 2025, Ventura County was experiencing extreme drought conditions.

As of April 30, 2025, Ventura County was experiencing extreme drought conditions.

We continue to assess the impact drought conditions may have on our California orchards.

4 unchanged sentences

Recent Developments

On December 1, 2023, we announced the commencement of a strategic review process to explore potential alternatives aimed at maximizing stockholder value.

Potential strategic alternatives could include, but are not limited to, a sale of all or parts of the Company and its assets, a merger or other transaction.

The Board has not set a timetable for completion of the review and no transaction or other outcome is guaranteed to take place.

At this time, we cannot predict the impact that such strategic alternatives might have on our business, operations or financial condition.

In January 2025, we completed three separate sale transactions of Santa Paula Basin water pumping rights at a selling price of $30,000 per acre-foot, totaling $1.7 million and recorded a gain on sales of water rights of $1.5 million.

On December 17, 2024, we declared a cash dividend of $0.075 per common share payable on January 15, 2025, in the aggregate amount of $1.4 million to common stockholders of record as of December 30, 2024.

On March 1, 2025, we received a notice of termination from PGIM Real Estate Finance, LLC (“PGIM”) regarding The Farm Management Agreement (“FMA”) dated January 31, 2023.

The FMA was terminated effective March 31, 2025.

Under the FMA, we provided farming, management and operations related to the 3,537 acres in Tulare County, California (the “Northern Properties”), which we had previously sold to PGIM.

The FMA initially expired on March 31, 2024, and automatically renewed on a yearly basis thereafter, subject to termination with written notice at least thirty days prior to April 1.

On March 17, 2025, we announced that our Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $30.0 million shares of our outstanding common stock.

The share repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase any shares.

On March 17, 2025, we announced that we formally concluded our process to explore potential strategic alternatives that we previously announced on December 1, 2023.

While this formal exploration process has concluded, we remain committed to executing our comprehensive strategic roadmap to create long-term stockholder value.

As part of our normal course of business, we will continue to be opportunistic in evaluating potential strategic merger and acquisition opportunities, while also advancing our initiatives to monetize non-core assets.

On April 4, 2025, we declared a cash dividend of $0.075 per common share paid on April 11, 2025, in the aggregate amount of $1.4 million to common stockholders of record as of March 31, 2025.

On April 8, 2025, we announced that we are entering into a letter of intent to form a 50%/50% joint venture with Agromin Corporation, the largest organics waste recycler in California, to significantly expand their successful organic waste recycling program.

The joint venture plans to expand from the existing 15-acre green waste composting facility at Limoneira Ranch in Santa Paula into a 70-acre, commercial-scale composting facility capable of processing green waste and food waste.

We expect to enter into the joint venture and begin construction in the second half of fiscal year 2025.

On April 9, 2025, we announced that we received $10.0 million as our share of a $20.0 million cash distribution from our real estate joint venture, Harvest at Limoneira, with the Lewis Group of Companies (“Lewis”).

Results of Operations

1 unchanged sentence

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

4 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)

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

Non-GAAP Financial Measures

Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, which excludes stock-based compensation and gain on disposal of assets, net are important measures to evaluate our results of operations between periods on a more comparable basis.

Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, which excludes stock-based compensation, loss (gain) on disposal of assets, net and severance benefits are important measures to evaluate our results of operations between periods on a more comparable basis.

Such measurements are not prepared in accordance with U.S.

1 unchanged sentence

The non-GAAP information provided is unique to us and may not be consistent with methodologies used by other companies.

EBITDA and adjusted EBITDA are summarized and reconciled to net loss attributable to Limoneira Company which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

EBITDA and adjusted EBITDA are summarized and reconciled to net (loss) income attributable to Limoneira Company which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

Three Months Ended

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

April 30, Six Months Ended

2025 2024 2025 2024

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

Interest income (13) (14) (28) (36)

Interest expense, net of patronage dividends 228 351 488 558

Income tax benefit (2,407) (4,190)

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

Depreciation and amortization 2,109 2,100 4,125 4,158

1 unchanged sentence

Stock-based compensation 551 1,071 1,483 1,935

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

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

Severance benefits — 1,215 — 1,215

Adjusted EBITDA $ (167) $ 16,560 $ (2,461) $ 11,727

Three Months Ended January 31, 2025 Compared to the Three Months Ended January 31, 2024

Total net revenues for the three months ended January 31, 2025, were $34.3 million, compared to $39.7 million for the same period of 2024.

The 14% decrease of $5.4 million was primarily due to decreased agribusiness revenues from lemons, specialty citrus and wine grapes and farm management, partially offset by increased agribusiness revenues from oranges, as detailed below ($ in thousands):

Three Months Ended January 31,

Three Months Ended April 30, 2025 Compared to the Three Months Ended April 30, 2024

Total net revenues were $35.1 million for the three months ended April 30, 2025, compared to $44.6 million for the same period of fiscal year 2024.

The 21% decrease of $9.5 million was primarily due to decreased agribusiness revenues from lemons and farm management, partially offset by increased agribusiness revenues from avocados and oranges as detailed below ($ in thousands):

Three Months Ended April 30,

2025 2024 Change

6 unchanged sentences

Agribusiness revenues $ 33,582 $ 43,257 $ (9,675) (22)%

The decrease for the first quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices of fresh lemons sold.

Fresh lemon sales were $21.2 million and $23.9 million, in aggregate, on 1,147,000 and 1,137,000 cartons of lemons sold at average per carton prices of $18.44 and $21.06 for the first quarter of fiscal years 2025 and 2024, respectively.

Lemon revenues included brokered lemons and other lemon sales of $2.2 million and $2.9 million, lemon packing of $4.5 million and $5.6 million and lemon by-product sales of $0.4 million and $0.5 million, for the first quarter of fiscal years 2025 and 2024, respectively.

During the first quarter of fiscal year 2025, 73,000 pounds of avocados were sold at an average per pound price of $2.25.

Due to harvest timing, no avocado sales were recorded for the first quarter of fiscal year 2024.

The increase for the first quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to higher prices, partially offset by decreased volume of oranges sold.

We sold 75,000 and 80,000 cartons of oranges at an average per carton price of $20.91 and $14.26, for the first quarter of fiscal years 2025 and 2024, respectively.

The decrease for the second quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume and lower prices of fresh lemons sold.

Fresh packed lemon sales were $19.7 million and $25.8 million, in aggregate, on 1,357,000 and 1,446,000 cartons of lemons sold at average per carton prices of $14.52 and $17.85, for the second quarter of fiscal years 2025 and 2024, respectively.

Lemon revenues included brokered lemons and other lemon sales of $2.3 million and $3.8 million, lemon packing of $4.7 million and $5.0 million and lemon by-product sales of $0.6 million and $1.2 million, for the second quarter of fiscal years 2025 and 2024, respectively.

The increase for the second quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to higher prices, partially offset by decreased volume of avocados sold.

The California avocado crop typically experiences alternating years of high and low production due to plant physiology.

We sold 1,232,000 and 1,595,000 pounds of avocados at average per pound prices of $2.26 and $1.47, for the second quarter of fiscal years 2025 and 2024, respectively.

The increase for the second quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to increased volume, partially offset by lower prices of oranges sold.

We sold 92,000 and 66,000 cartons of oranges at average per carton prices of $17.07 and $17.58, for the second quarter of fiscal years 2025 and 2024, respectively.

• Specialty citrus and wine grapes:

Specialty citrus revenue for the first quarters of fiscal years 2025 and 2024 was $0.5 million.

Due to harvest timing, no wine grape revenue was recorded for the first quarter of fiscal year 2025, compared to $0.6 million in the first quarter of fiscal year 2024.

The decrease for the second quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume, partially offset by higher prices of specialty citrus sold.

We sold 22,000 and 29,000 40-pound carton equivalents of specialty citrus at average per carton prices of $30.77 and $29.24, for the second quarter of fiscal years 2025 and 2024, respectively.

No wine grapes were sold during the second quarters of fiscal years 2025 and 2024 due to seasonality.

• Farm management:

Farm management revenue is comprised primarily of Northern Properties farming, management and operations services.

The decrease in farm management revenues for the first quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to farm management decisions based on weather and crop conditions.

Other revenue is comprised primarily of fallowing and shipping revenue.

Other revenue for the first quarter of fiscal year 2025 was similar to the same period of fiscal year 2024.

Other operations revenue for the first quarter of fiscal years 2025 and 2024 were $1.5 million and $1.4 million, respectively.

Farm management revenue, comprised primarily of Northern Properties farming, management and operations services, decreased for the second quarter of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to the FMA termination effective March 31, 2025.

Other revenue, comprised primarily of fallowing and shipping, decreased for the second quarter of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to lower shipping revenue, resulting from a decrease in volume of lemons sold.

Other operations revenue was $1.5 million for the second quarter of fiscal year 2025, compared to $1.3 million for the same period of fiscal year 2024.

Costs and Expenses

Total costs and expenses for the three months ended January 31, 2025, were $39.7 million, compared to $47.5 million for the same period of fiscal year 2024.

The 17% decrease of $7.8 million was primarily due to gains on sales of water rights and decreases in agribusiness costs and expenses and selling, general and administrative expenses.

Total costs and expenses were $38.5 million for the three months ended April 30, 2025, compared to $49.3 million for the same period of fiscal year 2024.

The 22% decrease of $10.8 million was primarily due to decreases in agribusiness costs and expenses and in selling, general and administrative expenses.

Agribusiness costs and expenses are detailed below ($ in thousands):

Three Months Ended January 31,

Three Months Ended April 30,

2025 2024 Change

8 unchanged sentences

Packing costs consist primarily of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, subcontracted costs and facility operating costs.

We packed and sold 1,147,000 and 1,137,000 cartons of lemons at average per carton costs of $9.23 and $9.43, for the first quarter of fiscal years 2025 and 2024, respectively.

We packed and sold 1,357,000 and 1,446,000 cartons of lemons at average per carton costs of $8.94 and $9.39, for the second quarter of fiscal years 2025 and 2024, respectively.

The decrease in per carton packing costs was primarily due to decreased subcontracted costs.

• Harvest costs:

The decrease for the first quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased wine grapes harvested due to harvest timing.

The decrease for the second quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume of lemons harvested due to harvest timing.

• Growing costs:

Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation.

The decrease for the first quarter of fiscal year 2025, compared to the same period for fiscal year 2024, was primarily due to farm management decisions based on weather, harvest timing and crop conditions.

The decrease for the second quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to the decrease in farm management growing costs related to the FMA termination and farm management decisions made in response to weather, harvest timing and crop conditions.

• Third-party grower and supplier costs:

1 unchanged sentence

The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs.

The decrease for the first quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices of third-party grower fruit.

We incurred costs for third-party grower fruit of $11.7 million and $14.7 million for the first quarter of fiscal years 2025 and 2024, respectively.

Of the 1,147,000 and 1,137,000 cartons of lemons packed and sold, 953,000 (83%) and 952,000 (84%) were procured from third-party growers at average per carton prices of $12.23 and $15.41 for the first quarter of fiscal years 2025 and 2024, respectively.

Additionally, we incurred $2.7 million and $3.0 million of costs for brokered fruit for the first quarter of fiscal years 2025 and 2024, respectively.

The decrease for the second quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices, partially offset by increased volume of third-party grower fruit sold.

We incurred costs for third-party grower fruit of $10.1 million and $12.4 million, for the second quarter of fiscal years 2025 and 2024, respectively.

Of the 1,357,000 and 1,446,000 cartons of lemons packed and sold, 1,250,000 (92%) and 1,099,000 (76%) were procured from third-party growers at average per carton prices of $8.12 and $11.36, for the second quarter of fiscal years 2025 and 2024, respectively.

Additionally, we incurred $2.3 million and $3.5 million of costs for brokered fruit, for the second quarter of fiscal years 2025 and 2024, respectively.

• Other costs:

Other costs for the first quarter of fiscal year 2025 were similar to the same period of fiscal year 2024.

The decrease in the second quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was due to decreased freight costs, primarily related to a decrease in volume of lemons sold.

• Depreciation and amortization:

Depreciation and amortization expense for the first quarter of fiscal year 2025 was similar to the same period of fiscal year 2024.

Other operations expenses were $1.2 million for the first quarters of fiscal years 2025 and 2024.

Gain on sales of water rights was $1.5 million for the first quarter of fiscal year 2025 due to three separate sale transactions of Santa Paula Basin water pumping rights.

Gain on disposal of assets, net was immaterial and $0.2 million for the first quarter of fiscal years 2025 and 2024, respectively.

The decrease was due to a sale of real property located in Yuma, Arizona in the first quarter of fiscal year 2024.

Selling, general and administrative costs and expenses were $6.5 million and $7.3 million for the first quarter of fiscal years 2025 and 2024, respectively.

Depreciation and amortization expense for the second quarter of fiscal year 2025 was similar compared to the same period of fiscal year 2024.

Other operations expenses were $1.0 million for the second quarter of fiscal year 2025, compared to $1.4 million for the same period of fiscal year 2024.

The 29% decrease of $0.4 million was primarily due to severance benefits in the second quarter of fiscal year 2024.

Loss on disposal of assets, net for the second quarter of fiscal year 2025 was similar compared to the same period of fiscal year 2024.

Selling, general and administrative costs and expenses were $5.7 million for the second quarter of fiscal year 2025, compared to $7.4 million for the same period of fiscal year 2024.

The 22% decrease of $1.7 million was primarily due to:

1 unchanged sentence

• $0.3 million net decrease in salaries, benefits and incentive compensation;

• $0.3 million net decrease in other selling, general and administrative expenses.

Other (Expense) Income

Total other expense was $0.1 million for the first quarters of fiscal years 2025 and 2024.

We recorded an estimated income tax benefit of $2.4 million and $4.2 million for the first quarter of fiscal years 2025 and 2024 on pre-tax loss of $5.5 million and $7.9 million, respectively.

The tax benefit recorded for the first quarter of fiscal year 2025 differs from the U.S.

• $1.0 million net increase in other selling, general and administrative expenses.

Other Income (Expense)

Total other income was $0.3 million for the second quarter of fiscal year 2025, compared to $16.5 million for the same period of fiscal year 2024.

The 98% decrease of $16.2 million was primarily due to:

• $16.1 million decrease of equity in earnings of investments, net, mainly due to Limoneira Lewis Community Builders, LLC (“LLCB”) closing 554 residential homesites in the second quarter of fiscal year 2024;

• $0.2 million decrease of other income, net;

• $0.1 million decrease of interest expense, net of patronage dividends.

We recorded an estimated income tax provision of $0.3 million and $5.2 million on pre-tax loss of $3.1 million and income of $11.8 million, for the second quarter of fiscal years 2025 and 2024, respectively.

The tax provision recorded for the second quarter of fiscal year 2025 differs from the U.S.

federal statutory tax rate of 21.0% primarily 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.

Our projected annual effective blended tax rate for fiscal year 2025, excluding discrete items, is approximately 24.0%.

Net (Gain) Loss Attributable to Noncontrolling Interest

Net (gain) loss attributable to noncontrolling interest represents 10% of PDA’s net income or loss for the period and 49% of Trapani Fresh’s net loss for the period.

Net Loss Attributable to Noncontrolling Interest

Net loss attributable to noncontrolling interest reflects 10% of PDA’s net income and 49% of Trapani Fresh’s net loss for the second quarter of fiscal years 2025 and 2024, respectively.

Six Months Ended April 30, 2025 Compared to the Six Months Ended April 30, 2024

Total net revenues were $69.4 million for the six months ended April 30, 2025, compared to $84.3 million for the same period of fiscal year 2024.

The 18% decrease of $14.9 million was primarily due to decreased agribusiness revenues from lemons, specialty citrus and wine grapes, and farm management, partially offset by increased agribusiness revenues from avocados and oranges, as detailed below ($ in thousands):

Six Months Ended April 30,

2025 2024 Change

Lemons $ 55,565 $ 68,781 $ (13,216) (19)%

Avocados 2,942 2,348 594 25%

Oranges 3,142 2,301 841 37%

Specialty citrus and wine grapes 1,174 1,925 (751) (39)%

Farm management 1,520 4,094 (2,574) (63)%

Other 2,091 2,147 (56) (3)%

Agribusiness revenues $ 66,434 $ 81,596 $ (15,162) (19)%

The decrease for the first six months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume and lower prices of fresh lemons sold.

Fresh packed lemon sales were $40.9 million and $49.8 million, in aggregate, on 2,504,000 and 2,583,000 cartons of lemons sold at average per carton prices of $16.31 and $19.27, for the first six months of fiscal years 2025 and 2024, respectively.

Lemon revenues included brokered lemons and other lemon sales of $4.6 million and $6.8 million, lemon packing of $9.2 million and $10.6 million and lemon by-product sales of $0.9 million and $1.7 million, for the first six months of fiscal years 2025 and 2024, respectively.

The increase for the first six months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to higher prices, partially offset by decreased volume of avocados sold.

The California avocado crop typically experiences alternating years of high and low production due to plant physiology.

We sold 1,305,000 and 1,595,000 pounds of avocados at average per pound prices of $2.25 and $1.47, for the first six months of fiscal years 2025 and 2024, respectively.

The increase for the first six months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to increased volume and higher prices of oranges sold.

We sold 167,000 and 146,000 cartons of oranges at average per carton prices of $18.79 and $15.76, for the first six months of fiscal years 2025 and 2024, respectively.

• Specialty citrus and wine grapes:

The decrease for the first six months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to a decrease in wine grape revenues.

Due to harvest timing, no wine grape revenue was recorded for the first six months of fiscal year 2025, compared to $0.6 million for the first six months of fiscal year 2024.

• Farm management:

Farm management revenue, comprised primarily of Northern Properties farming, management and operations services, decreased for the first six months of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to the FMA termination effective March 31, 2025.

Other revenue, comprised primarily of fallowing and shipping, for the first six months of fiscal year 2025 was similar compared to the same period of fiscal year 2024.

Other operations revenue was $3.0 million for the first six months of fiscal year 2025, compared to $2.7 million for the same period of fiscal year 2024.

Costs and Expenses

Total costs and expenses were $78.1 million for the first six months of fiscal year 2025, compared to $96.8 million for the same period of fiscal year 2024.

The 19% decrease of $18.7 million was primarily due to decreases in agribusiness costs and expenses, decreases in selling, general and administrative expenses and gains on sales of water rights.

Agribusiness costs and expenses are detailed below ($ in thousands):

Six Months Ended April 30,

2025 2024 Change

Packing costs $ 22,717 $ 24,306 $ (1,589) (7)%

Harvest costs 3,178 4,811 (1,633) (34)%

Growing costs 7,628 11,654 (4,026) (35)%

Third-party grower and supplier costs 26,790 33,662 (6,872) (20)%

Other costs 1,250 1,585 (335) (21)%

Depreciation and amortization 3,640 3,532 108 3%

Agribusiness costs and expenses $ 65,203 $ 79,550 $ (14,347) (18)%

• Packing costs:

We packed and sold 2,504,000 and 2,583,000 cartons of lemons at average per carton costs of $9.07 and $9.41, for the first six months of fiscal years 2025 and 2024, respectively.

The decrease in per carton packing costs was primarily due to decreased subcontracted costs.

• Harvest costs:

The decrease for the first six months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume of lemons harvested due to harvest timing.

• Growing costs:

Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation.

The decrease for the first six months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to the decrease in farm management growing costs related to the FMA termination, and farm management decisions made in response to weather, harvest timing and crop conditions.

• Third-party grower and supplier costs:

We sell fruit that we grow and fruit that we procure from other growers and suppliers.

The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs.

The decrease for the first six months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices, partially offset by increased volume of third-party grower fruit sold.

We incurred costs for third-party grower fruit of $21.8 million and $27.2 million, for the first six months of fiscal years 2025 and 2024, respectively.

Of the 2,504,000 and 2,583,000 cartons of lemons packed and sold, 2,203,000 (88%) and 2,052,000 (79%) were procured from third-party growers at average per carton prices of $9.91 and $13.24, for the first six months of fiscal years 2025 and 2024, respectively.

Additionally, we incurred $5.0 million and $6.5 million of costs for brokered fruit, for the first six months of fiscal years 2025 and 2024, respectively.

• Other costs:

The decrease for the first six months of fiscal year 2025, compared to the same period of fiscal year 2024, was due to decreased freight costs, primarily related to a decrease in volume of lemons sold.

• Depreciation and amortization:

Depreciation and amortization expense for the first six months of fiscal year 2025 was similar compared to the same period of fiscal year 2024.

Other operations expenses were $2.2 million for the first six months of fiscal year 2025, compared to $2.6 million for the same period of fiscal year 2024.

The 17% decrease of $0.4 million was primarily due to severance benefits in fiscal year 2024.

Gain on sales of water rights was $1.5 million for the first six months of fiscal year 2025.

There were no sales of water rights for the same period of fiscal year 2024.

Loss (gain) on disposal of assets, net was an immaterial loss for the first six months of fiscal year 2025, compared to a $(0.1) million gain for the same period of fiscal year 2024.

Selling, general and administrative costs and expenses were $12.2 million for the first six months of fiscal year 2025, compared to $14.7 million for the same period of fiscal year 2024.

The 17% decrease of $2.5 million was primarily due to:

• $2.7 million decrease in legal and consulting fees associated with our strategic initiatives;

• $0.5 million net decrease in salaries, benefits and incentive compensation;

• $0.7 million net increase in other selling, general and administrative expenses.

Other Income (Expense)

Total other income was $0.1 million for the first six months of fiscal year 2025, compared to $16.3 million for the same period of fiscal year 2024.

The 99% decrease of $16.2 million was primarily due to:

• $16.1 million decrease of equity in earnings of investments, net, primarily due to LLCB’s closing of 554 residential homesites in the first six months of fiscal year 2024;

• $0.2 million decrease of other income, net;

• $0.1 million decrease of interest expense, net of patronage dividends.

We recorded an estimated income tax benefit (provision) of $2.1 million and $(1.0) million on pre-tax (loss) income of $(8.5) million and $3.9 million, for the first six months of fiscal years 2025 and 2024, respectively.

The tax benefit recorded for the first six months of fiscal year 2025 differs from the U.S.

Our projected annual effective blended tax rate for fiscal year 2025, excluding discrete items, is approximately 24.0%.

Net Loss Attributable to Noncontrolling Interest

Net loss attributable to noncontrolling interest reflects 10% of PDA’s net income and 49% of Trapani Fresh’s net loss for the first six months of fiscal years 2025 and 2024, respectively.

Segment Results of Operations

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See Note 17 - Segment Information for additional information regarding our operating segments.

Three Months Ended January 31, 2025 Compared to the Three Months Ended January 31, 2024

The following table shows the segment results of operations for the three months ended January 31, 2025 (in thousands):

Three Months Ended April 30, 2025 Compared to the Three Months Ended April 30, 2024

The following table shows the segment results of operations for the three months ended April 30, 2025 (in thousands):

Packing Eliminations

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

The following table shows the segment results of operations for the three months ended January 31, 2024 (in thousands):

The following table shows the segment results of operations for the three months ended April 30, 2024 (in thousands):

Packing Eliminations

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Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products, brokered lemons and other lemon revenue.

Our fresh lemons segment total net revenues were $23.7 million for the first quarter of fiscal year 2025, compared to $27.4 million for the same period in fiscal year 2024.

Our fresh lemons segment total net revenues were $22.7 million for the second quarter of fiscal year 2025, compared to $30.8 million for the same period of fiscal year 2024.

The 26% decrease of $8.1 million was primarily due to:

• Fresh packed lemon sales decrease of $6.1 million;

• Lemon by-products sales decrease of $0.2 million;

• Brokered lemons and other lemon sales decrease of $1.4 million;

Costs and expenses associated with our fresh lemons segment include growing costs, harvest costs, cost of lemons we procure from third-party growers and suppliers and packing service charges incurred from the lemon packing segment to pack lemons for sale.

For the first quarter of fiscal years 2025 and 2024, our fresh lemons segment costs and expenses were $24.4 million and $28.8 million, respectively.

• Lemon by-products sales decrease of $0.6 million.

Costs and expenses associated with our fresh lemons segment include growing costs, harvest costs and cost of lemons we procure from third-party growers and suppliers.

Our fresh lemons segment costs and expenses were $22.3 million for the second quarter of fiscal year 2025, compared to $28.9 million for the same period of fiscal year 2024.

The 23% decrease of $6.6 million was primarily due to:

• Growing costs decrease of $0.9 million;

• Third-party grower and supplier costs decrease of $3.1 million;

• Harvest costs increase of $0.1 million;

• Intersegment costs and expenses increase of $0.6 million.

• Intersegment costs and expenses decrease of $1.7 million;

• Harvest costs decrease of $1.5 million;

• Growing costs decrease of $0.3 million.

Lemon Packing

Lemon packing segment revenue is comprised of packing revenue and intersegment packing revenue.

For the first quarter of fiscal years 2025 and 2024, our lemon packing segment total net revenues were $11.8 million and $12.3 million, respectively.

The 4% decrease of $0.5 million was primarily due to decreased packing revenue.

Our lemon packing segment total net revenues were $13.8 million for the second quarter of fiscal year 2025, compared to $15.9 million for the same period of fiscal year 2024.

The 13% decrease of $2.1 million was primarily due to decreased volume of lemons packed and sold.

Costs and expenses associated with our lemon packing segment consist of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, subcontracted costs and facility operating costs.

Our lemon packing costs and expenses were $10.6 million and $10.7 million, for the first quarter of fiscal years 2025 and 2024, respectively.

Lemon packing segment operating income per carton sold was $1.07 and $1.40, for the first quarter of fiscal years 2025 and 2024, respectively.

The lemon packing segment included $7.3 million and $6.7 million of intersegment revenues for the first quarter of fiscal years 2025 and 2024, respectively, that were charged to the fresh lemons segment to pack lemons for sale.

Our lemon packing costs and expenses were $12.1 million for the second quarter of fiscal year 2025, compared to $13.6 million for the same period of fiscal year 2024.

The 11% decrease of $1.5 million was primarily due to decreased subcontracted costs.

Lemon packing segment operating income per carton sold was $1.27 for the second quarter of fiscal year 2025, compared to $1.58 for the same period of fiscal year 2024.

The lemon packing segment included $9.2 million of intersegment revenues for the second quarter of fiscal year 2025, compared to $10.9 million for the same period of fiscal year 2024, that were charged to the fresh lemons segment to pack lemons for sale.

Such intersegment revenues and expenses are eliminated in our consolidated financial statements.

For the first quarter of fiscal year 2025, our avocados segment had revenues of $0.2 million, compared to no revenues in the same period of fiscal year 2024.

Our avocados segment had revenues of $2.8 million for the second quarter of fiscal year 2025, compared to $2.3 million for the same period of fiscal year 2024.

Costs and expenses associated with our avocados segment include growing and harvest costs.

Our avocados segment costs and expenses were $1.6 million for the second quarter of fiscal year 2025, compared to $1.4 million for the same period of fiscal year 2024.

The increase of $0.2 million was primarily due to:

• Growing costs increase of $0.3 million;

• Harvest costs decrease of $0.1 million.

Other Agribusiness

Our other agribusiness segment total net revenues were $4.4 million and $5.4 million for the first quarter of fiscal years 2025 and 2024, respectively.

Our other agribusiness segment total net revenues were $3.5 million for the second quarter of fiscal year 2025, compared to $5.1 million for the same period of fiscal year 2024.

The 31% decrease of $1.6 million was primarily due to:

• Farm management revenues decrease of $1.7 million;

• Specialty citrus and wine grapes revenues decrease of $0.6 million;

• Oranges revenues increase of $0.4 million;

• Other revenues increase of $0.1 million.

• Specialty citrus and wine grape revenues decrease of $0.2 million;

• Other revenues decrease of $0.1 million;

• Orange revenues increase of $0.4 million.

Costs and expenses associated with our other agribusiness segment include growing costs, harvest costs, brokered fruit costs and shipping costs.

Our other agribusiness costs and expenses were $3.9 million and $4.5 million for the first quarter of fiscal years 2025 and 2024, respectively.

Our other agribusiness costs and expenses were $3.0 million for the second quarter of fiscal year 2025, compared to $5.7 million for the same period of fiscal year 2024.

The 47% decrease of $2.7 million was primarily due to:

• Growing costs decrease of $2.1 million;

• Brokered fruit costs decrease of $0.4 million;

• Shipping costs decrease of $0.2 million.

Total agribusiness depreciation and amortization expenses were $1.9 million for the second quarter of fiscal year 2025, compared to $1.8 million for the same period of fiscal year 2024.

Corporate and Other

Our corporate and other operations revenues were $1.5 million for the second quarter of fiscal year 2025, compared to $1.3 million for the same period of fiscal year 2024.

Costs and expenses in our corporate and other operations primarily includes selling, general and administrative costs and expenses, and disposal of assets, net, not allocated to the operating segments.

Costs and expenses in our corporate and other operations were $6.5 million for the second quarter of fiscal year 2025, compared to $8.5 million for the same period of fiscal year 2024.

Depreciation and amortization expenses in our corporate and other operations were $0.2 million for the second quarter of fiscal year 2025, compared to $0.3 million for the same period of fiscal year 2024.

Six Months Ended April 30, 2025 Compared to the Six Months Ended April 30, 2024

The following table shows the segment results of operations for the six months ended April 30, 2025 (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)

The following table shows the segment results of operations for the six months ended April 30, 2024 (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)

The following analysis should be read in conjunction with the previous section “Results of Operations.”

Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products, brokered lemons and other lemon revenue.

Our fresh lemons segment total net revenues were $46.4 million, for the first six months of fiscal year 2025, compared to $58.2 million for the same period of fiscal year 2024.

The 20% decrease of $11.8 million was primarily due to:

• Fresh packed lemon sales decrease of $8.9 million;

• Brokered lemons and other lemon sales decrease of $2.1 million;

• Lemon by-products sales decrease of $0.8 million.

Costs and expenses associated with our fresh lemons segment include growing costs, harvest costs and cost of lemons we procure from third-party growers and suppliers.

Our fresh lemons segment costs and expenses were $46.7 million for the first six months of fiscal year 2025, compared to $57.7 million for the same period of fiscal year 2024.

The 19% decrease of $11.0 million was primarily due to:

• Third-party grower and supplier costs decrease of $7.3 million;

• Harvest costs decrease of $1.4 million;

• Intersegment costs and expenses decrease of $1.2 million;

• Growing costs decrease of $1.1 million.

Lemon Packing

Lemon packing segment revenue is comprised of packing revenue and intersegment packing revenue.

Our lemon packing segment total net revenues were $25.7 million for the first six months of fiscal year 2025, compared to $28.2 million for the same period of fiscal year 2024.

The 9% decrease of $2.5 million was primarily due to decreased volume of lemons packed and sold.

Our lemon packing costs and expenses were $22.7 million for the first six months of fiscal year 2025, compared to $24.3 million for the same period of fiscal year 2024.

The 7% decrease of $1.6 million was primarily due to decreased subcontracted costs.

Lemon packing segment operating income per carton sold was $1.18 for the first six months of fiscal year 2025, compared to $1.50 for the same period of fiscal year 2024.

The lemon packing segment included $16.5 million of intersegment revenue for the first six months of fiscal year 2025, compared to $17.6 million for the same period of fiscal year 2024, that were charged to the fresh lemons segment to pack lemons for sale.

Such intersegment revenues and expenses are eliminated in our consolidated financial statements.

Our avocados segment revenues were $2.9 million for the first six months of fiscal year 2025, compared to $2.3 million for the same period of fiscal year 2024.

Costs and expenses associated with our avocados segment include growing and harvest costs.

Our avocados segment costs and expenses were $1.7 million for the first six months of fiscal year 2025, compared to $1.4 million for the same period of fiscal year 2024.

The 18% increase of $0.3 million was primarily due to increased growing costs.

Other Agribusiness

Our other agribusiness segment total net revenues were $7.9 million for the first six months of fiscal year 2025, compared to $10.5 million for the same period of fiscal year 2024.

The 24% decrease of $2.6 million was primarily due to:

• Farm management revenues decrease of $2.6 million;

• Specialty citrus and wine grape revenues decrease of $0.8 million;

• Orange revenues increase of $0.8 million.

Costs and expenses associated with our other agribusiness segment include growing costs, harvest costs, brokered fruit costs and shipping costs.

Our other agribusiness costs and expenses were $6.9 million for the first six months of fiscal year 2025, compared to $10.2 million for the same period of fiscal year 2024.

The 32% decrease of $3.3 million was primarily due to:

• Growing costs decrease of $3.2 million;

• Shipping costs decrease of $0.3 million;

• Harvest costs decrease of $0.2 million;

• Brokered fruit costs increase of $0.4 million;

Total agribusiness depreciation and amortization expenses were $1.8 million and $1.7 million for the first quarter of fiscal years 2025 and 2024, respectively.

Total agribusiness depreciation and amortization expenses were $3.6 million for the first six months of fiscal year 2025, compared to $3.5 million for the same period of fiscal year 2024.

Corporate and Other

Our corporate and other operations had revenues of $1.5 million and $1.4 million for the first quarter of fiscal years 2025 and 2024, respectively.

Costs and expenses in our corporate and other operations were $5.9 million and $8.0 million for the first quarter of fiscal years 2025 and 2024, respectively, and include selling, general and administrative costs and expenses, gain on sales of water rights and gain on disposal of assets, which are not allocated to the operating segments.

Depreciation and amortization expenses for the first quarter of fiscal years 2025 and 2024 were $0.2 million and $0.3 million, respectively.

Our corporate and other operations revenues were $3.0 million for the first six months of fiscal year 2025, compared to $2.7 million for the same period of fiscal year 2024.

Costs and expenses in our corporate and other operations primarily includes selling, general and administrative costs and expenses, sales of water rights and disposal of assets, net, none of which are allocated to the operating segments.

Costs and expenses in our corporate and other operations were $12.4 million for the first six months of fiscal year 2025, compared to $16.6 million for the same period of fiscal year 2024.

Depreciation and amortization expenses in our corporate and other operations were $0.5 million for the first six months of fiscal year 2025, compared to $0.6 million for the same period of fiscal year 2024.

Seasonal Operations

Historically, our agribusiness operations have been seasonal in nature with quarterly revenue fluctuating depending on the timing and the variety of crops being harvested.

Cultural costs in our agribusiness tend to be higher in the first and second quarters and lower in the third and fourth quarters because of the timing of expensing cultural costs in the current year that were inventoried in the prior year.

Our harvest costs generally increase in the second quarter and peak in the third quarter coinciding with the increasing production and revenue.

Cultural costs in our agribusiness tend to be higher for the first and second quarters and lower for the third and fourth quarters because of the timing of expensing cultural costs for the current year that were inventoried for the prior year.

Our harvest costs generally increase for the second quarter and peak for the third quarter coinciding with the increase in production and revenue.

Due to this seasonality and to avoid the inference that interim results are indicative of the estimated results for a full fiscal year, we present supplemental information for 12-month periods ended at the interim date for the current and preceding years.

Results of Operations for the Trailing Twelve Months Ended January 31, 2025 and 2024

Results of Operations for the Trailing Twelve Months Ended April 30, 2025 and 2024

The following table shows the unaudited results of operations (in thousands):

Trailing Twelve Months Ended January 31,

Trailing Twelve Months Ended April 30,

Net revenues:

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(Gain) loss on disposal of assets (378) 1,778

Gain on legal settlement — (2,269)

Selling, general and administrative 24,959 25,883

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Total other income 1,544 21,114

Income (loss) before income tax (provision) benefit 13,936 (16,865)

Loss before income tax (provision) benefit (905) (2,546)

Income tax (provision) benefit (1,235) 636

Net income (loss) 7,780 (10,095)

Net loss (2,140) (1,910)

Loss attributable to noncontrolling interest 439 273

Net income (loss) attributable to Limoneira Company $ 8,227 $ (9,817)

Net loss attributable to Limoneira Company $ (1,701) $ (1,637)

The following analysis should be read in conjunction with the previous section “Results of Operations.”

• Total revenues increased $4.3 million, primarily due to higher avocado revenue, partially offset by decreased lemon and farm management revenue.

• Total costs and expenses decreased $14.7 million, primarily due to decreased agribusiness costs, increased gain on sales of water rights and decreased loss on disposal of assets, partially offset by increased selling, general and administrative expenses and decreased gain on legal settlement.

• Total other income increased $11.7 million, primarily due to increased equity in earnings of investments, net related to LLCB, partially offset by an increase in interest expense, net of patronage dividends.

• Income tax provision increased $12.9 million, primarily due to increased pre-tax income of $30.8 million.

• Total revenues decreased $1.7 million, primarily due to decreased lemon, specialty and other crops, and farm management revenue, partially offset by increased avocado revenue.

• Total costs and expenses decreased $22.9 million, primarily due to decreased agribusiness costs and selling, general and administrative expenses.

• Total other income decreased $19.6 million, primarily due to decreased equity in earnings of investments, net related to LLCB.

• Income tax provision increased $1.9 million due to decreased pre-tax loss of $1.6 million and the effects of estimated interim tax provisions.

Liquidity and Capital Resources

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Material contractual obligations arising in the normal course of business consist primarily of purchase obligations, long-term fixed rate and variable rate debt and related interest payments and operating and finance leases.

See Note 10 - Long-Term Debt and Note 11 - Leases for amounts outstanding as of January 31, 2025, related to debt and leases.

See Note 10 - Long-Term Debt and Note 11 - Leases for amounts outstanding as of April 30, 2025 related to debt and leases.

Purchase obligations consist of contracts primarily related to packing supplies, the majority of which are due in the next three years.

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Cash Flows from Operating Activities

Net cash used in operating activities was $12.9 million and $10.3 million for the three months ended January 31, 2025 and 2024, respectively.

Net cash used in operating activities was $4.0 million and $13.3 million for the six months ended April 30, 2025 and 2024, respectively.

The significant components of our cash flows used in operating activities were as follows:

• Net loss was $3.1 million and $3.7 million for the three months ended January 31, 2025 and 2024, respectively.

The components of net loss for the three months ended January 31, 2025, compared to the net loss in the same period for fiscal year 2024, consist of a decrease in operating loss of $2.4 million, partially offset by a decrease in income tax benefit of $1.8 million.

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

◦ Adjustments were $(0.6) million and $(1.1) million for the three months ended January 31, 2025 and 2024, respectively, primarily related to gain on sales of water rights and deferred income taxes.

◦ Changes in operating assets and liabilities used $9.3 million and $5.5 million of operating cash for the three months ended January 31, 2025 and 2024, respectively, primarily related to accounts receivables and receivables/other from related parties, accounts payable and growers and suppliers payable, and accrued liabilities and payables to related parties.

• Net (loss) income was $(6.4) million and $2.9 million for the six months ended April 30, 2025 and 2024, respectively.

The components of net loss for the six months ended April 30, 2025, compared to net income for the same period of fiscal year 2024, consists of a decrease in total other income of $16.2 million, primarily related to LLCB equity earnings, a decrease in operating loss of $3.7 million and an increase in income tax benefit of $3.1 million.

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

◦ Adjustments were $12.5 million and $(8.7) million for the six months ended April 30, 2025 and 2024, respectively, primarily related to depreciation and amortization, gain on sales of water rights, stock compensation expense, equity in earnings of investments, net, cash distributions from equity investments and deferred income taxes.

◦ Changes in operating assets and liabilities used $10.0 million and $7.5 million of operating cash for the six months ended April 30, 2025 and 2024, respectively, primarily related to accounts receivables and receivables/other from related parties, cultural costs, accounts payable and growers and suppliers payable, and accrued liabilities and payables to related parties.

Cash Flows from Investing Activities

Net cash used in investing activities was $3.5 million and $1.6 million for the three months ended January 31, 2025 and 2024, respectively.

▪ The $3.5 million of cash used in investing activities for the three months ended January 31, 2025 was comprised primarily of capital expenditures of $4.1 million, mainly related to orchard and vineyard development, partially offset by proceeds from sales of water rights of $0.6 million.

▪ The $1.6 million of cash used in investing activities for the three months ended January 31, 2024 was comprised primarily of capital expenditures of $2.2 million, mainly related to orchard and vineyard development, and equity investment contributions and capitalized interest of $0.3 million, partially offset by net proceeds from sales of assets of $0.8 million.

Net cash used in investing activities was $6.5 million and $2.9 million for the six months ended April 30, 2025 and 2024, respectively.

▪ The $6.5 million of cash used in investing activities for the six months ended April 30, 2025 was comprised primarily of capital expenditures of $6.5 million, mainly related to orchard and vineyard development, and equity investment contributions and capitalized interest of $2.0 million, partially offset by proceeds from sales of water rights of $1.7 million.

▪ The $2.9 million of cash used in investing activities for the six months ended April 30, 2024 was comprised primarily of capital expenditures of $3.7 million, mainly related to orchard and vineyard development, partially offset by net proceeds from sales of assets of $0.9 million.

Cash Flows from Financing Activities

Net cash provided by financing activities was $14.5 million and $8.8 million for the three months ended January 31, 2025 and 2024, respectively.

• The $14.5 million of cash provided by financing activities for the three months ended January 31, 2025 was comprised primarily of net borrowings of long-term debt of $17.4 million, partially offset by common and preferred dividends of $1.5 million and the exchange of common stock of $1.2 million.

• The $8.8 million of cash provided by financing activities for the three months ended January 31, 2024 was comprised primarily of net borrowings of long-term debt of $11.1 million, partially offset by common and preferred dividends of $1.5 million and the exchange of common stock of $0.7 million.

Net cash provided by financing activities was $9.6 million and $14.0 million for the six months ended April 30, 2025 and 2024, respectively.

• The $9.6 million of cash provided by financing activities for the six months ended April 30, 2025 was comprised primarily of net borrowings of long-term debt of $14.4 million, partially offset by common and preferred dividends of $3.0 million and the exchange of common stock of $1.3 million.

• The $14.0 million of cash provided by financing activities for the six months ended April 30, 2024 was comprised primarily of net borrowings of long-term debt of $19.2 million, partially offset by common and preferred dividends of $2.9 million and the exchange of common stock of $1.8 million.

Transactions Affecting Liquidity and Capital Resources

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The Supplements provide aggregate borrowing capacity of $115.0 million, comprised of $75.0 million under the Revolving Credit Supplement and $40.0 million under the Non-Revolving Credit Supplement.

As of January 31, 2025, our outstanding borrowings under the AgWest Farm Credit Facility were $57.8 million and we had $57.2 million of availability.

As of April 30, 2025, our outstanding borrowings under the AgWest Farm Credit Facility were $54.9 million and we had $60.1 million of availability.

The MLA subjects us 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 our business.

We are also subject to a financial covenant that requires us to maintain compliance with a specific debt service coverage ratio of 1.25:1.0 on an annual basis.

We were in compliance wtih the covenants as of October 31, 2024.

We were in compliance with the covenants as of October 31, 2024.

In fiscal years 2025 and 2024, the Lender declared an annual cash patronage dividend and we received $0.6 million in the six months ended April 30, 2025 and 2024.

Real Estate Development Joint Ve nture

On April 9, 2025, we received a cash distribution of $10.0 million representing our share of a $20.0 million distribution from our joint venture, Harvest at Limoneira.

As of April 30, 2025, the 50%-owned unconsolidated joint venture had $37.3 million of unaudited cash and cash equivalents on hand.

The holders of our Series B Convertible Preferred Stock and Series B-2 Preferred Stock are entitled to receive cumulative cash dividends.

Such preferred dividends paid were $0.1 million for the three months ended January 31, 2025 and 2024.

Cash dividends declared for the three months ended January 31, 2025 and 2024 were $0.075 per common share.

Such dividends paid were $1.4 million for the three months ended January 31, 2025 and 2024.

Such preferred dividends paid were $0.3 million for the six months ended April 30, 2025 and 2024.

Cash dividends declared for the six months ended April 30, 2025 and 2024 were $0.15 per common share.

Such dividends paid were $2.7 million for the six months ended April 30, 2025 and 2024.

Critical Accounting Estimates

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Actual results may materially differ from these estimates under different assumptions or conditions as new or additional information becomes available in future periods.

As of January 31, 2025, our critical accounting policies and estimates have not changed since the filing of our Annual Report on Form 10-K for the fiscal year ended October 31, 2024, as filed with the SEC on December 23, 2024.

As of April 30, 2025, our critical accounting policies and estimates have not changed since the filing of our Annual Report on Form 10-K for the fiscal year ended October 31, 2024, as filed with the SEC on December 23, 2024.

Please refer to that filing for a description of our critical accounting policies and estimates.

4 unchanged sentences

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 2. Management’s Discussion and Analysis