What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-09-09 compared with 2025-06-09 · 190 added, 120 removed, 591 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

Current assets:

4 unchanged sentences

Receivables/other from related parties 4,164 2,390

Assets held for sale 13,258 —

Total current assets 46,315 25,846

21 unchanged sentences

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

14,790 shares issued and outstanding at April 30, 2025 and October 31, 2024) ( 8.75 % coupon rate)

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

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

9,300 shares issued and outstanding at April 30, 2025 and October 31, 2024) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

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

Stockholders’ equity:

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

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

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

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

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)

18,299,271 and 18,284,148 shares issued and 18,048,294 and 18,033,171 shares outstanding at July 31, 2025 and October 31, 2024, respectively)

Additional paid-in capital 170,849 170,243

1 unchanged sentence

Accumulated other comprehensive loss ( 6,793 ) ( 6,614 )

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

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

( 3,493 ) ( 3,493 )

7 unchanged sentences

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

6 unchanged sentences

Other operations 1,086 1,250 3,266 3,861

Impairment of intangible asset — 643 — 643

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

2 unchanged sentences

Total costs and expenses 48,108 54,312 126,223 151,069

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

Other income (expense):

Operating (loss) income ( 630 ) 8,993 ( 9,321 ) ( 3,427 )

Other (expense) income:

Interest income 22 27 50 63

2 unchanged sentences

Other income, net 10 5 26 224

Total other income 281 16,452 149 16,330

Total other (expense) income ( 104 ) 242 45 16,572

(Loss) income before income tax (provision) benefit ( 734 ) 9,235 ( 9,276 ) 13,145

14 unchanged sentences

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

Net (loss) income $ ( 916 ) $ 6,216 $ ( 7,352 ) $ 9,094

Other comprehensive income (loss):

Other comprehensive loss:

Foreign currency translation adjustments ( 414 ) ( 10 ) ( 179 ) ( 714 )

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

Total other comprehensive loss ( 414 ) ( 10 ) ( 179 ) ( 714 )

Comprehensive (loss) income ( 1,330 ) 6,206 ( 7,531 ) 8,380

35 unchanged sentences

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

Dividends Common ($ 0.075 per share)

— — — ( 1,354 ) — — — ( 1,354 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 32 ) — — — ( 32 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation — — 762 — — — — 762 — —

Exchange of common stock ( 20,735 ) ( 1 ) ( 312 ) — — — — ( 313 ) — —

Net loss — — — ( 855 ) — — ( 61 ) ( 916 ) — —

Other comprehensive loss — — — — ( 414 ) — — ( 414 ) — —

Balance at July 31, 2025 18,048,294 $ 180 $ 170,849 $ 9,100 $ ( 6,793 ) $ ( 3,493 ) $ 10,448 $ 180,291 $ 1,479 $ 9,331

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

LIMONEIRA COMPANY

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

(in thousands, except share and per share data)

Stockholders’ Equity Temporary Equity

28 unchanged sentences

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

Dividends Common ($ 0.075 per share)

— — — ( 1,354 ) — — — ( 1,354 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 32 ) — — — ( 32 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

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

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

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

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

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

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

Operating activities

Net (loss) income $ ( 7,352 ) $ 9,094

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

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

Depreciation and amortization 6,607 6,273

Impairment of intangible asset — 643

Loss (gain) on disposal of assets, net 27 ( 129 )

15 unchanged sentences

Other long-term liabilities 91 ( 1,366 )

Net cash used in operating activities ( 3,984 ) ( 13,295 )

Net cash (used in) provided by operating activities ( 6,951 ) 11,266

Investing activities

5 unchanged sentences

Equity investment contributions and capitalized interest ( 2,283 ) ( 528 )

Cash distributions from equity investment 297 —

Investments in mutual water companies and water rights ( 507 ) ( 512 )

7 unchanged sentences

Exchange of common stock ( 1,639 ) ( 1,835 )

Net cash provided by financing activities 9,554 14,016

Net cash provided by (used in) financing activities 15,891 ( 7,108 )

Effect of exchange rate changes on cash 32 ( 15 )

5 unchanged sentences

(in thousands)

Six Months Ended

Years Ended October 31,

Nine Months Ended

Supplemental disclosures of cash flow information

3 unchanged sentences

Capital expenditures accrued but not paid at period-end $ 782 $ 348

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

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

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

24 unchanged sentences

This amendment also requires that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by FASB Accounting Standards Codification Topic 280, Segment Reporting, in interim periods.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

A public entity should apply the amendments retrospectively to all prior periods presented in the financial statements.

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

The ASU will be effective for the Company’s annual report on Form 10-K beginning with the year ending October 31, 2025 and applied retrospectively to all periods presented in the financial statements.

The Company does not expect this ASU to have a material effect on our consolidated financial statements.

ASU 2023-09, Income Taxes (Topic 740):

33 unchanged sentences

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

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

The OBBBA enacts significant changes to U.S.

tax and related laws.

Some of the provisions of the OBBBA affecting corporations include the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act (“TCJA”), modifications to the Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income international tax provisions, an increase in the limit of the deduction of interest expense to thirty percent of EBITDA, and reinstatement of the one hundred percent bonus depreciation deduction from the TCJA for eligible property acquired after January 19, 2025.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company has evaluated the impact of the OBBBA on its financial condition and result of operations.

Preliminarily, the Company does not anticipate that the OBBBA will have a significant impact on its current effective tax rate and net deferred federal tax liabilities.

Concentrations

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

One individual customer represented 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.

One individual customer represented 16 % of revenue for the nine months ended July 31, 2025 and one individual customer represented 17 % of accounts receivable, net as of July 31, 2025.

No individual vendor represented 10% of accounts payable as of July 31, 2025.

Lemons procured from third-party growers were 82 % and 73 % of the Company’s domestic lemon supply for the nine months ended July 31, 2025 and 2024, respectively.

Two third-party growers represented 57 % and 40 % of growers and suppliers payable as of July 31, 2025.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Summary of Significant Accounting Policies (continued)

Concentrations (continued)

The Company maintains its cash in federally insured financial institutions.

1 unchanged sentence

Asset Sales and Disposals

Pan de Azucar and San Pablo Orchards

The Company has a 90 % interest in Fruticola Pan de Azucar S.

(“PDA”) and a 100 % interest in Agricola San Pablo, SpA (“San Pablo”), both of which are citrus orchards located near La Serena, Chile.

The agricultural properties consist of approximately 500 acres of lemons, 100 acres of oranges and 2,900 acres of other land.

The Company has actively marketed the PDA and San Pablo orchards for sale including, but not limited to, the property, plant and equipment and related water rights intangible assets.

As of July 31, 2025, the Company believes the sale of the assets is probable, the completed sale is expected to occur within one year and all the criteria have been met to classify the assets as held for sale.

Therefore, the assets are classified as held for sale and measured at their carrying amount, as the carrying amount is less than the estimated fair value less cost to sell.

The major classes of assets and liabilities classified as held for sale as of July 31, 2025 were as follows (in thousands):

Property, plant and equipment, net $ 11,506

Intangible assets, net 1,752

Total $ 13,258

Yuma Property

1 unchanged sentence

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Prepaid Expenses and Other Current Assets

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

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

Prepaid supplies and insurance $ 2,372 $ 1,986

5 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 $ 10,270,000 and $ 10,201,000 as of April 30, 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 $ 10,407,000 and $ 10,201,000 as of July 31, 2025 and October 31, 2024, respectively.

East Area I, Retained Property and East Area II

2 unchanged sentences

To consummate the transaction, the Company formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity, contributed its East Area I property to LLCB and sold a 50 % interest to Lewis.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Real Estate Development (continued)

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

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

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

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.

The balance in East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 3,444,000 as of July 31, 2025 and October 31, 2024, which is included in payables to related parties.

In January 2018, LLCB entered into a $ 45,000,000 unsecured Line of Credit Loan Agreement and Promissory Note (the “Loan”) with Bank of America, N.A.

4 unchanged sentences

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

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

As of July 31, 2025, LLCB had cash and cash equivalents of $ 36,355,000 .

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 $ 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 made contributions of $ 1,900,000 and $ 400,000 to LLCB II during the nine months ended July 31, 2025 and 2024, respectively.

Through July 31, 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Equity in Investments

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

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

Limoneira Lewis Community Builders, LLC $ 58,758 $ 67,962

1 unchanged sentence

Limco Del Mar, Ltd.

(“Del Mar”) 2,424 2,198

Rosales 811 1,319

1 unchanged sentence

$ 74,325 $ 81,546

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Equity in Investments (continued)

Unconsolidated Significant Subsidiary

2 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 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.

During the year-to-date interim period for the nine months ended July 31, 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 nine months ended July 31, 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):

Six Months Ended

Nine Months Ended

Revenues $ 965 $ 91,402

3 unchanged sentences

Net income attributable to Limoneira Company $ 831 $ 19,765

Limco Del Mar, Ltd.

As of July 31, 2025, the Company had a 1.3 % interest in Limco Del Mar, Ltd.

(“Del Mar”) as a general partner and a 27.5 % interest as a limited partner.

Based on the terms of the partnership agreement, the Company may be removed as general partner without cause from the partnership upon the vote of the limited partners owning an aggregate of 50 % or more interest in the partnership.

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

To enable the Company to determine the strategy for Del Mar to enhance long term financial returns and to provide liquidity for limited partners, on March 21, 2025, the Company made an offer to purchase up to 224,859 limited partnership units of Del Mar from the limited partners (the “Offer”).

On August 4, 2025, the Company closed the Offer and purchased 80,608 limited partnership units from 78 limited partners at a price of $ 70.00 per unit for approximately $ 5,600,000 (the “Purchase”).

The Purchase increased the Company’s ownership from 28.8 % to 54.5 %.

Goodwill and Intangible Assets, Net

3 unchanged sentences

Foreign currency translation adjustment ( 3 )

Balance at April 30, 2025 $ 1,505

Balance at July 31, 2025 $ 1,501

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

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

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

LIMONEIRA COMPANY

2 unchanged sentences

Intangible assets consist of the following (in thousands):

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years

4 unchanged sentences

$ 6,536 $ ( 3,770 ) $ 2,766 $ 8,558 $ ( 3,337 ) $ 5,221

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.

Amortization expense totaled $ 144,000 and $ 177,000 for the three months ended July 31, 2025 and 2024, respectively.

Amortization expense totaled $ 433,000 and $ 533,000 for the nine months ended July 31, 2025 and 2024, respectively.

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

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

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

2025 (remaining six months) $ 289

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

2025 (remaining three months) $ 145

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 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)

Investments in mutual water companies included in other assets in the consolidated balance sheets as of July 31, 2025 and October 31, 2024 were $ 6,724,000 and $ 6,229,000 , respectively.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

Compensation $ 1,156 $ 4,147

5 unchanged sentences

$ 7,510 $ 12,483

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt

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

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

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

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

Interest is payable monthly and the principal is due in full on July 1, 2026.

the interest rate of the revolving line of credit is variable based on the one-month SOFR, which was 4.35 % at July 31, 2025, plus 2.25 %.

Interest is payable monthly.

$ 63,317 $ 40,000

Banco de Chile term loan:

The interest rate was fixed at 6.48 %.The loan was repaid in January 2025.

The interest rate was fixed at 6.48 %.

The loan was repaid in January 2025.

Banco de Chile COVID-19 loans:

4 unchanged sentences

Long-term debt, less current portion $ 63,326 $ 40,031

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

In June 2025, the Company entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, formerly known as Farm Credit West, (the “Lender”) dated June 26, 2025, together with a revolving credit facility supplement (the “Revolving Credit Supplement”) and a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement,” and together with the Revolving Credit Supplement, the “Supplements”).

The MLA governs the terms of the Supplements.

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 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 MLA amends and restates the previous Master Loan Agreement between the Company and the Lender, dated June 1, 2021, and extends the principal repayment to July 1, 2030.

Debt financing costs related to the MLA agreement were immaterial.

The Supplements provide aggregate borrowing capacity of $ 115,000,000 comprised of $ 114,000,000 under the Revolving Credit Supplement, and $ 1,000,000 under the Non-Revolving Credit Supplement which can be used solely to support calls on Letters of Credit.

There are no amounts outstanding on the Non-Revolving Credit Supplement.

As of July 31, 2025, the Company’s outstanding borrowings under the Revolving Credit Supplement was $ 63,317,000 and it had $ 50,683,000 available to borrow.

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

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

The applicable margin ranges from 1.68 % to 2.28 % depending on the ratio of current assets, plus the remaining available commitment divided by current liabilities.

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

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

The applicable margin ranges from 2.15 % to 3.00 % depending on the ratio of funded indebtedness to earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and may be increased or decreased in the sole discretion of Lender on each anniversary of July 1.

The Company may prepay any amounts outstanding under the Revolving Credit Supplement without penalty.

The interest rate in effect under the Non-Revolving Credit Supplement is a fixed interest rate of 3.57 % per year until July 1, 2025 (the “Fixed Rate Term”).

Thereafter, the interest rate will convert to a variable interest rate established by the Lender corresponding to the applicable interest rate group.

The Company may not prepay any amounts under the outstanding Non-Revolving Credit Supplement during the Fixed Rate Term.

Thereafter, the Company may prepay any amounts outstanding under the Non-Revolving Credit Supplement, provided that a fee equal to 0.50 % of the amount prepaid and any other cost or loss suffered by the Lender must be paid with any prepayment.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt (continued)

The interest rate in effect under the Non-Revolving Credit Supplement is a variable interest rate established by the Lender.

The Company may prepay any amounts outstanding under the Non-Revolving Credit Supplement without penalty.

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.

2 unchanged sentences

The MLA subjects the Company to affirmative and restrictive covenants including, among other customary covenants, financial reporting requirements, requirements to maintain and repair any collateral, restrictions on the sale of assets, restrictions on the use of proceeds, prohibitions on the incurrence of additional debt and restrictions on the purchase or sale of major assets of the Company’s business.

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

The Company is subject to an annual financial covenant that requires it to maintain compliance with a specific debt service coverage ratio of 1.0 :1.0 for the fiscal year ending October 31, 2025, and 1.25 :1.0 for any fiscal year ending thereafter.

In September 2025, the Lender modified the debt service coverage ratio covenant to defer measurement as of October 31, 2025 and resume a debt service coverage ratio of 1.25 :1.0 measured as of October 31, 2026.

The Company is also subject to a quarterly financial covenant that requires it to maintain compliance with a specific total net leverage ratio as of the end of any fiscal quarter beginning July 31, 2026, with a ratio of no more than 6.0 :1.0 for the fiscal quarter ending July 31, 2026, 5.0 :1.0 for the fiscal quarter ending October 31, 2026 and 4.5 :1.0 for any fiscal quarter ending thereafter.

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 $ 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.

The Company capitalized interest of $ 489,000 and $ 347,000 during the three months ended July 31, 2025 and 2024, and $ 733,000 and $ 501,000 for the nine months ended July 31, 2025 and 2024, respectively.

Capitalized interest is included in property, plant and equipment, real estate development assets and equity in investments in the Company’s consolidated balance sheets.

6 unchanged sentences

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

8 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

July 31, Nine Months Ended

2025 2024 2025 2024

6 unchanged sentences

Total lease costs $ 909 $ 680 $ 2,272 $ 1,897

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 April 30, 2025 October 31, 2024

Classification July 31, 2025 October 31, 2024

Operating lease ROU assets Other assets $ 1,141 $ 2,416

7 unchanged sentences

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

Six Months Ended

Nine Months Ended

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

11 unchanged sentences

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

16 unchanged sentences

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

Diluted net (loss) income per common share was calculated under the two-class method for the three and six months ended April 30, 2025 and 2024.

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

Related-Party Transactions

The Company has transactions with equity method investments and various related parties summarized in Note 6 - Equity in Investments and in the tables below (in thousands):

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

Balance Sheet Balance Sheet

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10 Del Mar $ — $ — $ — $ — $ — $ 527

11 Law firm $ — $ — $ 86 $ — $ — $ —

LIMONEIRA COMPANY

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Related-Party Transactions (continued)

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

Three Months Ended July 31, 2025 Three Months Ended July 31, 2024

Consolidated Statement of Operations Consolidated Statement of Operations

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11 Law firm $ — $ — $ 75 $ — $ — $ — $ — $ —

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

Nine Months Ended July 31, 2025 Nine Months Ended July 31, 2024

Consolidated Statement of Operations Consolidated Statement of Operations

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Refer to Note 8 - Other Assets.

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 no amounts payable to them for such purchases.

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

(3) Cooperative association - The Company has representation on the board of directors of a non-profit cooperative association that provided pest control services for the agricultural industry through fiscal year 2024.

The Company purchased services and supplies from them.

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

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

(6) FGF Trapani (“FGF”) - FGF is a 49 % partner in Trapani Fresh joint venture in Argentina and the Company has a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services.

(6) FGF Trapani (“FGF”) - FGF is a 49 % partner in the Trapani Fresh joint venture in Argentina and the Company had a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services.

The Company records revenue related to the licensing of intangible assets to FGF.

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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.

The Company had no amounts due from Rosales for such sales and had 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 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 had an immaterial payable due to Del Mar for such lemon procurement as of July 31, 2025.

(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 immaterial amounts due for such services.

The effective tax rate for the nine months ended July 31, 2025 was lower than the federal statutory tax rate of 21% mainly due to foreign jurisdictions that are taxed at different rates, state taxes, tax impact of stock-based compensation, executive compensation, nondeductible tax items and valuation allowances on certain deferred tax assets of foreign subsidiaries.

The Company has no material uncertain tax positions as of July 31, 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 April 30, 2025.

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

Commitments and Contingencies

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

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

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

LIMONEIRA COMPANY

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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.

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

Executive Awards (continued)

In fiscal year 2022, the Company entered into Retention Bonus Agreements with key executives (collectively, the “Retention Bonus Agreements”) whereby the executives will be eligible to receive cash and restricted stock grants upon the occurrence of certain events.

6 unchanged sentences

Exchange of Common Stock

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.

During the nine months ended July 31, 2025 and 2024, members of management exchanged 74,504 and 99,167 shares of common stock with fair values totaling $ 1,639,000 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

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The Company measures operating performance, including revenues and operating income, of its operating segments and allocates resources based on its evaluation.

The Company does not allocate selling, general and administrative expense, 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 Company does not allocate selling, general and administrative expense, impairment of intangible asset, loss (gain) on disposal of assets, net, gain on sales of water rights, total other (expense) 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 April 30, 2025 is as follows (in thousands):

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

Packing Eliminations

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Segment Information (continued)

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

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

Packing Eliminations

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

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):

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

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

Packing Eliminations

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Operating (loss) income $ ( 1,515 ) $ 4,778 $ — $ 6,037 $ 1,705 $ 5,123 $ ( 14,444 ) $ ( 9,321 )

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

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

Packing Eliminations

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Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

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Other agribusiness revenues $ 3,268 $ 6,006 $ 11,195 $ 16,473

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 (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.

Series B-2 Convertible Preferred Stock and Treasury Stock

Series B-2 Convertible Preferred Stock

During March and April of 2014, pursuant to a Series B-2 Stock Purchase Agreement dated March 21, 2014, the Company issued an aggregate of 9,300 shares of Series B-2, 4.0 % voting preferred stock with a par value of $ 1,000 per share (“Series B-2 Preferred Stock”) to WPI-ACP Holdings, LLC (“WPI”), an entity affiliated with Water Asset Management, LLC (“WAM”) for total proceeds of $ 9,300,000 .

In connection with the sale of the Series B-2 Preferred Stock, Associated Citrus Packers, Inc.

(“Associated”) and another affiliate of WAM (“WPI-ACP”), entered into a series of agreements related to the future ownership and disposition of farmland with associated Colorado River water rights and other real estate that is held by Associated in Yuma, Arizona.

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

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

The agreements entered into include a Water Development Agreement and an Option Agreement.

Pursuant to the Water Development Agreement, Associated granted WPI-ACP exclusive rights to develop water assets attributable to the real estate owned by Associated for the mutual benefit of Associated and WAM.

Pursuant to the Option Agreement, Associated granted WPI-ACP an option to purchase an undivided interest of up to one-half of the real estate owned by Associated in Yuma County, Arizona (the “Property”) and the water rights associated therewith until January 1, 2026.

In June 2025, the parties agreed to extend the option agreement to January 1, 2027.

The purchase price for the Property subject to the Option Agreement will be paid via the redemption by the Company of a proportionate percentage of the Series B-2 Preferred Stock.

Unless and until a definitive agreement or definitive agreements with respect to Associated’s real estate and water rights is entered into that would cause the cessation of farming operations, Associated expects to continue farming the Property and recognize all results of operations and retain all proceeds from such operations.

Treasury Stock

Share Repurchase Program

In March 2025, the Company’s Board of Directors approved a share repurchase program authorizing the Company to purchase up to $ 30,000,000 of its shares of 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.

No shares were repurchased under this program.

Subsequent Events

The Company evaluated events subsequent to July 31, 2025 through the date of this filing, to assess the need for potential recognition or disclosure in this Quarterly Report.

Based upon this evaluation, except as described in the notes to consolidated financial statements, it was determined that no other subsequent events occurred that require recognition or disclosure in the unaudited consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements