What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-09-09 compared with 2025-06-09 · 194 added, 178 removed, 371 unchanged (50% of the section changed)

40 unchanged sentences

Because the fresh utilization rate for our lemons, or percentage of lemons we harvest and pack that are sold to the fresh market, is directly related to the quality of lemons we pack and, consequently, the price we receive per 40-pound box, we only pack lemons from other growers if we determine their lemons are of good quality.

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

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

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.

20 unchanged sentences

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

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

As of July 31, 2025, Ventura County was experiencing severe drought conditions.

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

14 unchanged sentences

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.

We expect to enter into the joint venture and begin construction in fiscal year 2026.

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”).

On June 6, 2025, we 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 us 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 either party gives written notice on or prior to October 31 of each fiscal year.

On June 24, 2025, we declared a cash dividend of $0.075 per common share paid on July 18, 2025, in the aggregate amount of $1.4 million to common stockholders of record as of July 7, 2025.

On June 26, 2025, the Company entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, PCA (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 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.

The Company is the General Partner of Limco Del Mar, Ltd.

(“Del Mar”), a California partnership that produces lemons and avocados and operates certain real property known as the Limco Del Mar Ranch.

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 per unit for approximately $5.6 million (the “Purchase”).

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

Results of Operations

1 unchanged sentence

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) —

5 unchanged sentences

Other operations 450 206 1,260 336

Impairment of intangible asset — (643) — (643)

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

1 unchanged sentence

Selling, general and administrative (4,957) (6,994) (17,165) (21,707)

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

4 unchanged sentences

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, 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.

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, impairment of intangible asset, 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.

3 unchanged sentences

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

6 unchanged sentences

Stock-based compensation 762 1,204 2,245 3,139

Impairment of intangible asset — 643 — 643

Loss (gain) on disposal of assets, net 15 (12) 27 (129)

1 unchanged sentence

Adjusted EBITDA $ 2,974 $ 13,791 $ 513 $ 25,518

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,

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

Total net revenues were $47.5 million for the three months ended July 31, 2025, compared to $63.3 million for the same period of fiscal year 2024.

The 25% decrease of $15.8 million was primarily due to decreased agribusiness revenues from lemons, avocados and farm management as detailed below ($ in thousands):

Three Months Ended July 31,

2025 2024 Change

6 unchanged sentences

Agribusiness revenues $ 45,942 $ 61,849 $ (15,907) (26)%

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 decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices of fresh and brokered lemons sold and other lemon sales.

Fresh packed lemon sales were $23.8 million and $25.8 million, in aggregate, on 1,397,000 and 1,400,000 cartons of lemons sold at average per carton prices of $17.02 and $18.43, for the third quarter of fiscal years 2025 and 2024, respectively.

Lemon revenues included brokered lemons and other lemon sales of $3.8 million and $9.8 million, lemon packing of $6.1 million and $5.2 million and lemon by-product sales of $0.5 million and $1.2 million, for the third quarter of fiscal years 2025 and 2024, respectively.

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

We sold 5,654,000 and 8,855,000 pounds of avocados at average per pound prices of $1.50 and $1.57, for the third quarter of fiscal years 2025 and 2024, respectively.

The increase for the third 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 94,000 and 43,000 cartons of oranges at average per carton prices of $18.00 and $26.98, for the third quarter of fiscal years 2025 and 2024, respectively.

• Specialty citrus and wine grapes:

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.

The increase for the third 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 specialty citrus sold.

We sold 17,000 and 25,000 40-pound carton equivalents of specialty citrus at average per carton prices of $36.01 and $22.00, for the third quarter of fiscal years 2025 and 2024, respectively.

• Farm management:

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.

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

Other revenue, comprised primarily of fallowing and shipping, decreased for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to decreased shipping revenue.

• Other operations revenue was $1.5 million for the third quarter of fiscal years 2025 and 2024.

Costs and 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.

Total costs and expenses were $48.1 million for the three months ended July 31, 2025, compared to $54.3 million for the same period of fiscal year 2024.

The 11% decrease of $6.2 million was primarily due to a decrease in agribusiness costs and expenses, a decrease in selling, general and administrative expenses and the 2024 impairment of intangible asset.

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

Three Months Ended April 30,

Three Months Ended July 31,

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 1,357,000 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.

We packed and sold 1,397,000 and 1,400,000 cartons of lemons at average per carton costs of $9.11 and $7.96, for the third quarter of fiscal years 2025 and 2024, respectively.

The increase in per carton packing costs was primarily due to higher labor costs.

• Harvest costs:

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.

The decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume of avocados harvested.

• 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 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.

The decrease for the third 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 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.

The decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased costs for brokered fruit, partially offset by increased costs of third-party grower fruit.

We incurred costs for brokered fruit of $7.2 million and $9.4 million, for the third quarter of fiscal years 2025 and 2024, respectively.

Additionally, we incurred costs for third-party grower fruit of $11.5 million and $10.5 million, for the third quarter of fiscal years 2025 and 2024, respectively.

Of the 1,397,000 and 1,400,000 cartons of lemons packed and sold, 1,012,000 (72%) and 869,000 (62%) were procured from third-party growers at average per carton prices of $11.35 and $12.06, for the third quarter of fiscal years 2025 and 2024, respectively.

• Other costs:

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.

The decrease in the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was due to decreased freight costs.

• Depreciation and amortization:

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.

Depreciation and amortization was $2.2 million in the third quarter of fiscal year 2025, compared to $1.8 million in the same period of fiscal year 2024.

Other operations expenses were $1.1 million for the third quarter of fiscal year 2025, compared to $1.3 million for the same period of fiscal year 2024.

Impairment of intangible asset was $0.6 million for the third quarter of fiscal year 2024.

There was no impairment of intangible asset for the third quarter of fiscal year 2025.

Selling, general and administrative costs and expenses were $5.0 million for the third quarter of fiscal year 2025, compared to $7.0 million for the same period of fiscal year 2024.

The 29% decrease of $2.0 million was primarily due to:

• $2.4 million net decrease in consulting and legal fees primarily associated with our strategic initiatives;

• $2.2 million net decrease in salaries, benefits and incentive compensation;

• $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.

• $0.5 million net decrease in selling expenses;

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

Other (Expense) Income

Total other (expense) income was $(0.1) million for the third quarter of fiscal year 2025, compared to $0.2 million for the same period of fiscal year 2024.

The decrease of $0.3 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.

• $0.2 million decrease of equity in earnings of investments, net;

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

We recorded an estimated income tax provision expense of $0.2 million and $3.0 million on pre-tax (loss) income of $(0.7) million and $9.2 million, for the third quarter of fiscal years 2025 and 2024, respectively.

The tax provision recorded for the third 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.

1 unchanged sentence

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,

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

Nine Months Ended July 31, 2025 Compared to the Nine Months Ended July 31, 2024

Total net revenues were $116.9 million for the nine months ended July 31, 2025, compared to $147.6 million for the same period of fiscal year 2024.

The 21% decrease of $30.7 million was primarily due to decreased agribusiness revenues from lemons, avocados and farm management, partially offset by increased agribusiness revenues from oranges, as detailed below ($ in thousands):

Nine Months Ended July 31,

2025 2024 Change

6 unchanged sentences

Agribusiness revenues $ 112,376 $ 143,445 $ (31,069) (22)%

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 decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices and decreased volume of fresh and brokered lemons sold and other lemon sales.

Fresh packed lemon sales were $64.6 million and $75.6 million, in aggregate, on 3,901,000 and 3,983,000 cartons of lemons sold at average per carton prices of $16.57 and $18.98, for the first nine months of fiscal years 2025 and 2024, respectively.

Lemon revenues included brokered lemons and other lemon sales of $8.5 million and $16.5 million, lemon packing of $15.3 million and $15.8 million and lemon by-product sales of $1.4 million and $2.9 million, for the first nine months of fiscal years 2025 and 2024, respectively.

The decrease for the first nine months 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 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.

We sold 6,959,000 and 10,450,000 pounds of avocados at average per pound prices of $1.64 and $1.55, for the first nine months of fiscal years 2025 and 2024, respectively.

The increase for the first nine 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 261,000 and 189,000 cartons of oranges at average per carton prices of $18.50 and $18.31, for the first nine 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.

The decrease for the first nine 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 nine months of fiscal year 2025, compared to $0.6 million for the first nine 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.

Farm management revenue, comprised primarily of Northern Properties farming, management and operations services, decreased for the first nine 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, decreased for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to decreased shipping revenue.

Other operations revenue was $4.5 million for the first nine months of fiscal year 2025, compared to $4.2 million for the same period of fiscal year 2024.

The 7% increase of $0.3 million was primarily due to increased rental operations revenue.

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.

Total costs and expenses were $126.2 million for the first nine months of fiscal year 2025, compared to $151.1 million for the same period of fiscal year 2024.

The 16% decrease of $24.9 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,

Nine Months Ended July 31,

2025 2024 Change

8 unchanged sentences

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.

We packed and sold 3,901,000 and 3,983,000 cartons of lemons at average per carton costs of $9.09 and $8.90, for the first nine months of fiscal years 2025 and 2024, respectively.

The increase in per carton packing costs was primarily due to higher labor 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.

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

• 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.

The decrease for the first nine 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:

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 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.

The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices of third-party grower fruit sold and decreased costs of brokered fruit.

We incurred costs for third-party grower fruit of $33.3 million and $37.6 million, for the first nine months of fiscal years 2025 and 2024, respectively.

Of the 3,901,000 and 3,983,000 cartons of lemons packed and sold, 3,215,000 (82%) and 2,921,000 (73%) were procured from third-party growers at average per carton prices of $10.36 and $12.89, for the first nine months of fiscal years 2025 and 2024, respectively.

Additionally, we incurred $12.2 million and $15.9 million of costs for brokered fruit, for the first nine 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.

The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was due to decreased freight costs.

• 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.

Depreciation and amortization was $5.9 million for the first nine months of fiscal year 2025, compared to $5.3 million in the same period of fiscal year 2024.

Other operations expenses were $3.3 million for the first nine months of fiscal year 2025, compared to $3.9 million for the same period of fiscal year 2024.

The 15% decrease of $0.6 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.

Impairment of intangible asset was $0.6 million for the first nine months of fiscal year 2024.

There was no impairment of intangible asset for the first nine months of fiscal year 2025.

Gain on sales of water rights was $1.5 million for the first nine 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.

Selling, general and administrative costs and expenses were $17.2 million for the first nine months of fiscal year 2025, compared to $21.7 million for the same period of fiscal year 2024.

The 21% decrease of $4.5 million was primarily due to:

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

• $4.9 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.

• $0.3 million net decrease in selling expenses;

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

Total other income was immaterial for the first nine months of fiscal year 2025, compared to $16.6 million for the same period of fiscal year 2024.

The decrease of $16.6 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;

• $16.3 million decrease of equity in earnings of investments, net, primarily due to LLCB’s closing of 554 residential homesites in the first nine 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.

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

We recorded an estimated income tax benefit (provision) of $1.9 million and $(4.1) million on pre-tax (loss) income of $(9.3) million and $13.1 million, for the first nine months of fiscal years 2025 and 2024, respectively.

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

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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.

Net loss attributable to noncontrolling interest reflects 10% of PDA’s net income/loss and 49% of Trapani Fresh’s net loss for the first nine 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 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):

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

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

Packing Eliminations

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Operating (loss) income $ (1,175) $ 1,832 $ — $ 4,755 $ 722 $ 3,892 $ (4,522) $ (630)

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

The following table shows the segment results of operations for the three months ended July 31, 2024 (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)

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

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 $22.7 million for the second quarter of fiscal year 2025, compared to $30.8 million for the same period of fiscal year 2024.

Our fresh lemons segment total net revenues were $28.1 million for the third quarter of fiscal year 2025, compared to $36.7 million for the same period of fiscal year 2024.

The 23% decrease of $8.6 million was primarily due to:

• Fresh packed lemon sales decrease of $6.1 million;

• Brokered lemons and other lemon sales decrease of $5.9 million;

• Fresh packed lemon sales decrease of $2.0 million;

• Lemon by-products sales decrease of $0.7 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.

Our fresh lemons segment costs and expenses were $29.3 million for the third quarter of fiscal year 2025, compared to $33.0 million for the same period of fiscal year 2024.

The 11% decrease of $3.7 million was primarily due to:

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• Intersegment costs and expenses decrease of $2.0 million;

• Harvest costs decrease of $1.5 million;

• Growing costs decrease of $0.6 million;

• Harvest costs increase of $0.3 million.

Lemon Packing

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

Our lemon packing segment total net revenues were $14.6 million for the third quarter of fiscal year 2025, compared to $15.7 million for the same period of fiscal year 2024.

The 7% decrease of $1.1 million was due to intersegment packing revenue.

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 $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.

Our lemon packing costs and expenses were $12.7 million for the third quarter of fiscal year 2025, compared to $11.1 million for the same period of fiscal year 2024.

The 14% increase of $1.6 million was primarily due to increased labor costs.

Lemon packing segment operating income per carton sold was $1.31 for the third quarter of fiscal year 2025, compared to $3.25 for the same period of fiscal year 2024.

The lemon packing segment included $8.5 million of intersegment revenues for the third quarter of fiscal year 2025, compared to $10.5 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 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.

Our avocados segment had revenues of $8.5 million for the third quarter of fiscal year 2025, compared to $13.9 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;

Our avocados segment costs and expenses were $3.7 million for the third quarter of fiscal year 2025, compared to $4.1 million for the same period of fiscal year 2024.

The decrease of $0.4 million was primarily due to:

• Harvest costs decrease of $0.7 million;

• Growing costs increase of $0.3 million.

Other Agribusiness

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.

Our other agribusiness segment total net revenues were $3.3 million for the third quarter of fiscal year 2025, compared to $6.0 million for the same period of fiscal year 2024.

The 46% decrease of $2.7 million was primarily due to:

• Farm management revenues decrease of $3.1 million;

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

• Other revenues decrease of $0.2 million;

• Orange revenues increase of $0.5 million;

• Specialty citrus revenues increase of $0.1 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 $3.0 million for the second quarter of fiscal year 2025, compared to $5.7 million for the same period of fiscal year 2024.

Our other agribusiness costs and expenses were $2.5 million for the third quarter of fiscal year 2025, compared to $5.9 million for the same period of fiscal year 2024.

The 57% decrease of $3.4 million was primarily due to:

• Growing costs decrease of $3.4 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.

• Brokered fruit costs increase of $0.2 million.

Total agribusiness depreciation and amortization expenses were $2.2 million for the third 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):

Our corporate and other operations revenues were $1.5 million for the third quarter of fiscal years 2025 and 2024.

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

Costs and expenses in our corporate and other operations were $5.8 million for the third quarter of fiscal year 2025, compared to $8.6 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 third quarter of fiscal year 2025, compared to $0.3 million for the same period of fiscal year 2024.

Nine Months Ended July 31, 2025 Compared to the Nine Months Ended July 31, 2024

The following table shows the segment results of operations for the nine months ended July 31, 2025 (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)

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

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

Packing Eliminations

11 unchanged sentences

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.

Our fresh lemons segment total net revenues were $74.5 million for the first nine months of fiscal year 2025, compared to $95.0 million for the same period of fiscal year 2024.

The 22% decrease of $20.5 million was primarily due to:

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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.

Our fresh lemons segment costs and expenses were $76.0 million for the first nine months of fiscal year 2025, compared to $90.7 million for the same period of fiscal year 2024.

The 16% decrease of $14.7 million was primarily due to:

• Third-party grower and supplier costs decrease of $8.8 million;

• Harvest costs decrease of $1.4 million;

• Intersegment costs and expenses decrease of $3.2 million;

• Growing costs decrease of $1.6 million;

• Harvest 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 segment total net revenues were $40.2 million for the first nine months of fiscal year 2025, compared to $43.9 million for the same period of fiscal year 2024.

The 8% decrease of $3.7 million was due to intersegment packing revenue.

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.

Our lemon packing costs and expenses were $35.4 million for the first nine months of fiscal year 2025, compared to $35.5 million for the same period of fiscal year 2024.

Lemon packing segment operating income per carton sold was $1.23 for the first nine months of fiscal year 2025, compared to $2.12 for the same period of fiscal year 2024.

The lemon packing segment included $25.0 million of intersegment revenue for the first nine months of fiscal year 2025, compared to $28.1 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.

Our avocados segment revenues were $11.4 million for the first nine months of fiscal year 2025, compared to $16.2 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.

Our avocados segment costs and expenses were $5.4 million for the first nine months of fiscal year 2025, compared to $5.5 million for the same period of fiscal year 2024.

The 2% decrease of $0.1 million was primarily due to:

• Harvest costs decrease of $0.8 million;

• Growing costs increase of $0.7 million.

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.

Our other agribusiness segment total net revenues were $11.2 million for the first nine months of fiscal year 2025, compared to $16.5 million for the same period of fiscal year 2024.

The 32% decrease of $5.3 million was primarily due to:

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• Specialty citrus and wine grape revenues decrease of $0.7 million;

• Other revenues decrease of $0.3 million;

• Orange revenues increase of $1.4 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 $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.

Our other agribusiness costs and expenses were $9.5 million for the first nine months of fiscal year 2025, compared to $16.1 million for the same period of fiscal year 2024.

The 41% decrease of $6.6 million was primarily due to:

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• Brokered fruit costs increase of $0.7 million.

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.

Total agribusiness depreciation and amortization expenses were $5.9 million for the first nine months of fiscal year 2025, compared to $5.3 million for the same period of fiscal year 2024.

Corporate and Other

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.

Our corporate and other operations revenues were $4.5 million for the first nine months of fiscal year 2025, compared to $4.2 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, impairment of intangible asset, 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 $18.2 million for the first nine months of fiscal year 2025, compared to $25.1 million for the same period of fiscal year 2024.

Depreciation and amortization expenses in our corporate and other operations were $0.7 million for the first nine months of fiscal year 2025, compared to $0.9 million for the same period of fiscal year 2024.

Seasonal Operations

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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 April 30, 2025 and 2024

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

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

Trailing Twelve Months Ended April 30,

Trailing Twelve Months Ended July 31,

Net revenues:

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Total other income 1,198 21,435

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

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

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

(Loss) income before income tax benefit (provision) (10,874) 8,317

Income tax benefit (provision) 1,602 (2,761)

Net (loss) income (9,272) 5,556

Loss attributable to noncontrolling interest 123 563

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

Net (loss) income attributable to Limoneira Company $ (9,149) $ 6,119

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

• 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 revenues decreased $28.3 million, primarily due to decreased lemon, specialty citrus and wine grapes, and farm management revenue, partially offset by increased avocado revenue.

• Total costs and expenses decreased $29.4 million, primarily due to decreased agribusiness costs and selling, general and administrative expenses.

• Total other income decreased $20.2 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.

• Income tax benefit increased $4.4 million due to increased pre-tax loss of $19.2 million and the effects of estimated interim tax provisions.

Liquidity and Capital Resources

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Raw materials needed to propagate the various crops grown by us consist primarily of fertilizer, herbicides, insecticides, fuel and water, all of which are readily available from local sources.

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 April 30, 2025 related to debt and leases.

Material contractual obligations arising in the normal course of business consist primarily of purchase obligations, long-term 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 July 31, 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 $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) 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.

Net cash (used in) provided by operating activities was $(7.0) million and $11.3 million for the nine months ended July 31, 2025 and 2024, respectively.

The significant components of our cash flows (used in) provided by operating activities were as follows:

• Net (loss) income was $(7.4) million and $9.1 million for the nine months ended July 31, 2025 and 2024, respectively.

The components of net loss for the nine months ended July 31, 2025, compared to net income for the same period of fiscal year 2024, consists of a decrease in total other income of $16.5 million, primarily related to LLCB equity earnings, an increase in operating loss of $5.9 million and an increase in income tax benefit of $6.0 million.

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

◦ Adjustments were $16.1 million and $13.2 million for the nine months ended July 31, 2025 and 2024, respectively, primarily related to 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 $15.7 million and $11.1 million of operating cash for the nine months ended July 31, 2025 and 2024, respectively, primarily related to accounts receivables and receivables/other from related parties, prepaid and other current assets, accounts payable and growers and suppliers payable, accrued liabilities and payables to related parties and other long-term liabilities.

Cash Flows from Investing Activities

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.

Net cash used in investing activities was $9.9 million and $6.7 million for the nine months ended July 31, 2025 and 2024, respectively.

▪ The $9.9 million of cash used in investing activities for the nine months ended July 31, 2025 was comprised primarily of capital expenditures of $9.6 million, mainly related to orchard and vineyard development, and equity investment contributions and capitalized interest of $2.3 million, partially offset by proceeds from sales of water rights of $1.7 million.

▪ The $6.7 million of cash used in investing activities for the nine months ended July 31, 2024 was comprised primarily of capital expenditures of $6.7 million, related to orchard and vineyard development.

Cash Flows from Financing Activities

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.

Net cash provided by (used in) financing activities was $15.9 million and $(7.1) million for the nine months ended July 31, 2025 and 2024, respectively.

• The $15.9 million of cash provided by financing activities for the nine months ended July 31, 2025 was comprised primarily of net borrowings of long-term debt of $22.8 million, partially offset by common and preferred dividends of $4.4 million and the exchange of common stock of $1.6 million.

• The $7.1 million of cash used in financing activities for the nine months ended July 31, 2024 was comprised primarily of common and preferred dividends of $4.4 million and the exchange of common stock of $1.8 million.

Transactions Affecting Liquidity and Capital Resources

Credit Facilities and Long-Term Debt

We finance our working capital and other liquidity requirements primarily through cash from operations, distributions from equity investments and from our Credit Facility with AgWest Farm Credit, formerly known as Farm Credit West, (the “Lender”), which includes the Master Loan Agreement (the “MLA”), 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 a Fixed Interest Rate Agreement, which extends principal repayment to July 1, 2026.

We finance our working capital and other liquidity requirements primarily through cash from operations, distributions from equity investments and from our Lender, which includes the MLA and Supplements with principal repayment due July 1, 2030.

The MLA governs the terms of the Supplements.

In addition, we have COVID-19 loans in Chile.

Additional information regarding these loans can be found in Note 10 - Long-Term Debt.

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 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 Supplements provide aggregate borrowing capacity of $115.0 million, comprised of $114.0 million under the Revolving Credit Supplement and $1.0 million under the Non-Revolving Credit Supplement which can be used solely to support calls on Letters of Credit.

As of July 31, 2025, our outstanding borrowings under the Revolving Credit Supplement were $63.3 million and we had $50.7 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 are subject to an annual financial covenant that requires us 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.

We are also subject to a quarterly financial covenant that requires us 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.

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.

In fiscal years 2025 and 2024, the Lender declared an annual cash patronage dividend and we received $0.6 million in the nine months ended July 31, 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.

As of July 31, 2025, the 50%-owned unconsolidated joint venture had $36.4 million of 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 $0.3 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.

Such preferred dividends paid were $0.4 million for the nine months ended July 31, 2025 and 2024.

Cash dividends declared for the nine months ended July 31, 2025 and 2024 were $0.225 per common share.

Such dividends paid were $4.1 million for the nine months ended July 31, 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 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.

As of July 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.

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis