Item 1. Financial Statements
Item 1. Financial Statements
LIMONEIRA COMPANY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data)
July 31, 2025 October 31, 2024
Assets
Current assets:
Cash $ 2,111 $ 2,996
Accounts receivable, net 19,514 14,734
Cultural costs 3,397 1,877
Prepaid expenses and other current assets 3,871 3,849
Receivables/other from related parties 4,164 2,390
Assets held for sale 13,258 —
Total current assets 46,315 25,846
Property, plant and equipment, net 153,856 162,046
Real estate development 10,407 10,201
Equity in investments 74,325 81,546
Goodwill 1,501 1,504
Intangible assets, net 2,766 5,221
Other assets 10,738 12,451
Total assets $ 299,908 $ 298,815
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable $ 7,749 $ 7,260
Growers and suppliers payable 5,631 8,960
Accrued liabilities 7,510 12,483
Payables to related parties 4,865 5,542
Current portion of long-term debt 39 559
Total current liabilities 25,794 34,804
Long-term liabilities:
Long-term debt, less current portion 63,326 40,031
Deferred income taxes 18,146 20,084
Other long-term liabilities 1,541 1,395
Total liabilities 108,807 96,314
Commitments and contingencies — —
Series B Convertible Preferred Stock – $ 100.00 par value ( 50,000 shares authorized: 14,790 shares issued and outstanding at July 31, 2025 and October 31, 2024) ( 8.75 % coupon rate)
1,479 1,479
Series B-2 Convertible Preferred Stock – $ 100.00 par value ( 10,000 shares authorized: 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)
9,331 9,331
Stockholders’ equity:
Series A Junior Participating Preferred Stock – $ 0.01 par value ( 20,000 shares authorized: zero issued or outstanding at July 31, 2025 and October 31, 2024)
— —
Common Stock – $ 0.01 par value ( 39,000,000 shares authorized: 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)
180 180
Additional paid-in capital 170,849 170,243
Retained earnings 9,100 20,826
Accumulated other comprehensive loss ( 6,793 ) ( 6,614 )
Treasury stock, at cost, 250,977 shares at July 31, 2025 and October 31, 2024
( 3,493 ) ( 3,493 )
Noncontrolling interest 10,448 10,549
Total stockholders’ equity 180,291 191,691
Total liabilities, convertible preferred stock and stockholders’ equity $ 299,908 $ 298,815
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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LIMONEIRA COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
Three Months Ended
July 31, Nine Months Ended
July 31,
2025 2024 2025 2024
Net revenues:
Agribusiness $ 45,942 $ 61,849 $ 112,376 $ 143,445
Other operations 1,536 1,456 4,526 4,197
Total net revenues 47,478 63,305 116,902 147,642
Costs and expenses:
Agribusiness 42,050 45,437 107,253 124,987
Other operations 1,086 1,250 3,266 3,861
Impairment of intangible asset — 643 — 643
Gain on sales of water rights — — ( 1,488 ) —
Loss (gain) on disposal of assets, net 15 ( 12 ) 27 ( 129 )
Selling, general and administrative 4,957 6,994 17,165 21,707
Total costs and expenses 48,108 54,312 126,223 151,069
Operating (loss) income ( 630 ) 8,993 ( 9,321 ) ( 3,427 )
Other (expense) income:
Interest income 22 27 50 63
Interest expense, net of patronage dividends ( 410 ) ( 273 ) ( 898 ) ( 831 )
Equity in earnings of investments, net 274 483 867 17,116
Other income, net 10 5 26 224
Total other (expense) income ( 104 ) 242 45 16,572
(Loss) income before income tax (provision) benefit ( 734 ) 9,235 ( 9,276 ) 13,145
Income tax (provision) benefit ( 182 ) ( 3,019 ) 1,924 ( 4,051 )
Net (loss) income ( 916 ) 6,216 ( 7,352 ) 9,094
Net loss attributable to noncontrolling interest 61 377 62 481
Net (loss) income attributable to Limoneira Company ( 855 ) 6,593 ( 7,290 ) 9,575
Preferred dividends ( 125 ) ( 125 ) ( 376 ) ( 376 )
Net (loss) income applicable to common stock $ ( 980 ) $ 6,468 $ ( 7,666 ) $ 9,199
Basic net (loss) income per common share $ ( 0.06 ) $ 0.36 $ ( 0.43 ) $ 0.51
Diluted net (loss) income per common share $ ( 0.06 ) $ 0.35 $ ( 0.43 ) $ 0.51
Weighted-average common shares outstanding-basic 17,854 17,756 17,823 17,701
Weighted-average common shares outstanding-diluted 17,854 18,363 17,823 17,701
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
LIMONEIRA COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)
(in thousands)
Three Months Ended
July 31, Nine Months Ended
July 31,
2025 2024 2025 2024
Net (loss) income $ ( 916 ) $ 6,216 $ ( 7,352 ) $ 9,094
Other comprehensive loss:
Foreign currency translation adjustments ( 414 ) ( 10 ) ( 179 ) ( 714 )
Total other comprehensive loss ( 414 ) ( 10 ) ( 179 ) ( 714 )
Comprehensive (loss) income ( 1,330 ) 6,206 ( 7,531 ) 8,380
Comprehensive loss attributable to noncontrolling interest 61 377 62 481
Comprehensive (loss) income attributable to Limoneira Company $ ( 1,269 ) $ 6,583 $ ( 7,469 ) $ 8,861
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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LIMONEIRA COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY (UNAUDITED)
(in thousands, except share and per share data)
Stockholders’ Equity Temporary Equity
Common Stock Additional
Paid-In Retained Accumulated
Other
Comprehensive Treasury Non- controlling Total Series B
Preferred Series B-2
Preferred
Shares Amount Capital Earnings (Loss) Income Stock Interest Equity Stock Stock
Balance at October 31, 2024 18,033,171 $ 180 $ 170,243 $ 20,826 $ ( 6,614 ) $ ( 3,493 ) $ 10,549 $ 191,691 $ 1,479 $ 9,331
Dividends Common ($ 0.075 per share)
— — — ( 1,353 ) — — — ( 1,353 ) — —
Dividends Series B ($ 2.19 per share)
— — — ( 32 ) — — — ( 32 ) — —
Dividends Series B-2 ($ 10 per share)
— — — ( 93 ) — — — ( 93 ) — —
Stock compensation 59,087 1 931 — — — — 932 — —
Exchange of common stock ( 47,089 ) ( 1 ) ( 1,223 ) — — — — ( 1,224 ) — —
Noncontrolling interest adjustment — — — — — — ( 39 ) ( 39 ) — —
Net (loss) income — — — ( 3,074 ) — — 3 ( 3,071 ) — —
Other comprehensive loss — — — — ( 267 ) — — ( 267 ) — —
Balance at January 31, 2025 18,045,169 $ 180 $ 169,951 $ 16,274 $ ( 6,881 ) $ ( 3,493 ) $ 10,513 $ 186,544 $ 1,479 $ 9,331
Dividends Common ($ 0.075 per share)
— — — ( 1,353 ) — — — ( 1,353 ) — —
Dividends Series B ($ 2.19 per share)
— — — ( 33 ) — — — ( 33 ) — —
Dividends Series B-2 ($ 10 per share)
— — — ( 93 ) — — — ( 93 ) — —
Stock compensation 30,540 1 550 — — — — 551 — —
Exchange of common stock ( 6,680 ) — ( 102 ) — — — — ( 102 ) — —
Net loss — — — ( 3,361 ) — — ( 4 ) ( 3,365 ) — —
Other comprehensive income — — — — 502 — — 502 — —
Balance at April 30, 2025 18,069,029 $ 181 $ 170,399 $ 11,434 $ ( 6,379 ) $ ( 3,493 ) $ 10,509 $ 182,651 $ 1,479 $ 9,331
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.
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LIMONEIRA COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY (UNAUDITED)
(in thousands, except share and per share data)
Stockholders’ Equity Temporary Equity
Common Stock Additional
Paid-In Retained Accumulated
Other
Comprehensive Treasury Non- controlling Total Series B
Preferred Series B-2
Preferred
Shares Amount Capital Earnings Loss Stock Interest Equity Stock Stock
Balance at October 31, 2023 17,941,032 $ 179 $ 168,441 $ 19,017 $ ( 5,666 ) $ ( 3,493 ) $ 11,209 $ 189,687 $ 1,479 $ 9,331
Dividends Common ($ 0.075 per share)
— — — ( 1,350 ) — — — ( 1,350 ) — —
Dividends Series B ($ 2.19 per share)
— — — ( 32 ) — — — ( 32 ) — —
Dividends Series B-2 ($ 10 per share)
— — — ( 93 ) — — — ( 93 ) — —
Stock compensation 99,983 1 863 — — — — 864 — —
Exchange of common stock ( 36,097 ) — ( 684 ) — — — — ( 684 ) — —
Noncontrolling interest adjustment — — — — — — ( 60 ) ( 60 ) — —
Net loss — — — ( 3,585 ) — — ( 92 ) ( 3,677 ) — —
Other comprehensive loss, net of tax — — — — ( 467 ) — — ( 467 ) — —
Balance at January 31, 2024 18,004,918 $ 180 $ 168,620 $ 13,957 $ ( 6,133 ) $ ( 3,493 ) $ 11,057 $ 184,188 $ 1,479 $ 9,331
Dividends Common ($ 0.075 per share)
— — — ( 1,348 ) — — — ( 1,348 ) — —
Dividends Series B ($ 2.19 per share)
— — — ( 33 ) — — — ( 33 ) — —
Dividends Series B-2 ($ 10 per share)
— — — ( 93 ) — — — ( 93 ) — —
Stock compensation 30,808 1 1,070 — — — — 1,071 — —
Exchange of common stock ( 63,070 ) ( 1 ) ( 1,150 ) — — — — ( 1,151 ) — —
Net income (loss) — — — 6,567 — — ( 12 ) 6,555 — —
Other comprehensive loss, net of tax — — — — ( 237 ) — — ( 237 ) — —
Balance at April 30, 2024 17,972,656 $ 180 $ 168,540 $ 19,050 $ ( 6,370 ) $ ( 3,493 ) $ 11,045 $ 188,952 $ 1,479 $ 9,331
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.
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LIMONEIRA COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Nine Months Ended
July 31,
2025 2024
Operating activities
Net (loss) income $ ( 7,352 ) $ 9,094
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 )
Gain on sales of water rights ( 1,488 ) —
Stock compensation expense 2,245 3,139
Non-cash lease expense 1,468 1,361
Equity in earnings of investments, net ( 867 ) ( 17,116 )
Cash distributions from equity investments 10,092 15,005
Deferred income taxes ( 1,924 ) 4,051
Other, net ( 11 ) 14
Changes in operating assets and liabilities:
Accounts receivable and receivables/other from related parties ( 4,837 ) ( 7,125 )
Cultural costs ( 1,523 ) ( 973 )
Prepaid expenses and other current assets 197 ( 1,381 )
Other assets 53 ( 150 )
Accounts payable and growers and suppliers payable ( 3,238 ) ( 668 )
Accrued liabilities and payables to related parties ( 5,811 ) 2,913
Income taxes payable ( 680 ) ( 2,319 )
Other long-term liabilities 91 ( 1,366 )
Net cash (used in) provided by operating activities ( 6,951 ) 11,266
Investing activities
Capital expenditures ( 9,617 ) ( 6,721 )
Net proceeds from sales of assets 404 950
Proceeds from sales of water rights 1,740 —
Cash distributions from Trapani Fresh 41 61
Collection on notes receivable 68 66
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 )
Net cash used in investing activities ( 9,857 ) ( 6,684 )
Financing activities
Borrowings of long-term debt 118,852 115,202
Repayments of long-term debt ( 96,077 ) ( 115,527 )
Principal paid on finance leases and equipment financings ( 809 ) ( 520 )
Dividends paid – common ( 4,060 ) ( 4,052 )
Dividends paid – preferred ( 376 ) ( 376 )
Exchange of common stock ( 1,639 ) ( 1,835 )
Net cash provided by (used in) financing activities 15,891 ( 7,108 )
Effect of exchange rate changes on cash 32 ( 15 )
Net decrease in cash ( 885 ) ( 2,541 )
Cash at beginning of period 2,996 3,631
Cash at end of period $ 2,111 $ 1,090
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LIMONEIRA COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
(in thousands)
Years Ended October 31,
Nine Months Ended
July 31,
2025 2024
Supplemental disclosures of cash flow information
Cash paid during the period for interest (net of amounts capitalized) $ 638 $ 808
Cash paid during the period for income taxes, net $ 694 $ 2,319
Non-cash investing and financing activities:
Capital expenditures accrued but not paid at period-end $ 782 $ 348
Cancellation of loan guarantee related to equity investment $ — $ 1,080
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Basis of Presentation
Business
Limoneira Company (together with its consolidated subsidiaries, the “Company”) engages primarily in growing citrus and avocados, harvesting citrus, and packing, marketing and selling citrus. The Company is also engaged in residential rentals and other rental operations and real estate development activities. The Company markets and sells citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia and certain other international markets.
Basis of Presentation and Preparation
The accompanying unaudited interim consolidated financial statements include the accounts of the Company and the accounts of all the subsidiaries and investments in which the Company holds a controlling interest. Intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company, the unaudited interim consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these unaudited interim consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Because the consolidated financial statements do not include all of the information and notes required by GAAP for a complete set of consolidated financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K.
2. Summary of Significant Accounting Policies
Comprehensive (Loss) Income
Comprehensive (loss) income represents all changes in a company’s net assets, except changes resulting from transactions with stockholders. Other comprehensive income or loss relates entirely to foreign currency translation items. Accumulated other comprehensive loss is reported as a component of the Company’s stockholders’ equity.
Recent Accounting Pronouncements
FASB Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
ASU 2023-07 is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses, the chief operating decision maker (“CODM”), and how the CODM uses the reported measure(s) of segment profit or loss. 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 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): Improvements to Income Tax Disclosures
ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU is effective for public business entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
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LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
2. Summary of Significant Accounting Policies (continued)
Recent Accounting Pronouncements (continued)
SEC Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors
In March 2024, the SEC adopted final rules under SEC Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors , which requires registrants to provide certain climate-related information in their registration statements and annual reports. The rules require information about a registrant’s climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition.
These requirements are effective for the Company in various fiscal years, starting with its fiscal year beginning November 1, 2026. On April 4, 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges. On February 11, 2025, the SEC indicated it would ask the court to hold on scheduling further arguments while the SEC reassessed its position in the litigation. Subsequently, on March 27, 2025, the SEC voted to cease defending the rule in court. Despite withdrawing its defense, the SEC has not formally rescinded the rule. The Company is continuing to evaluate the potential impact of these final rules on its consolidated financial statements and disclosures.
ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date
ASU 2024-03 requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. Specific disclosures include the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, companies will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.
The effective date of ASU 2024-03 was clarified by ASU 2025-01. ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. A public business entity should apply ASU 2024-03 prospectively to financial statements issued for reporting periods beginning after the effective date but may elect to apply the ASU retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
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 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.
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LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
2. Summary of Significant Accounting Policies (continued)
Concentrations (continued)
The Company maintains its cash in federally insured financial institutions. The account balances at these institutions periodically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of risk related to amounts on deposit in excess of FDIC insurance coverage.
3. Asset Sales and Disposals
Pan de Azucar and San Pablo Orchards
The Company has a 90 % interest in Fruticola Pan de Azucar S. A. (“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
In December 2023, the Company sold 12 acres of real property located in Yuma, Arizona for a sales price of $ 775,000 . After transaction and closing costs, the Company recorded a gain on disposal of assets of $ 187,000 during the quarter ended January 31, 2024.
4. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
July 31, 2025 October 31, 2024
Prepaid supplies and insurance $ 2,372 $ 1,986
Sales tax receivable 166 312
Income taxes receivable 224 —
Lemon supplier advances 37 295
Other 1,072 1,256
$ 3,871 $ 3,849
5. 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 $ 10,407,000 and $ 10,201,000 as of July 31, 2025 and October 31, 2024, respectively.
East Area I, Retained Property and East Area II
In fiscal year 2005, the Company began capitalizing the costs of two real estate development projects east of Santa Paula, California, for the development of 550 acres of land into residential units, commercial buildings and civic facilities. In November 2015 (the “Transaction Date”), the Company entered into a joint venture with The Lewis Group of Companies (“Lewis”) for the residential development of its East Area I real estate development project. To consummate the transaction, the Company formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity, contributed its East Area I property to LLCB and sold a 50 % interest to Lewis.
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LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
5. 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 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. to fund early development activities. Effective as of February 22, 2023, the Loan maturity date was extended to February 22, 2024, and the maximum borrowing amount was reduced to $ 35,000,000 . The interest rate on the Loan was Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus 2.85 % and was payable monthly. Effective as of February 22, 2024, the Loan maturity date was extended to August 22, 2024 and the interest rate transitioned from the BSBY to the Secured Overnight Financing Rate (“SOFR”) plus 2.85 %. As of May 3, 2024, the Loan had no outstanding balance and was cancelled. As of 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. The guarantors were jointly and severally liable for all Loan obligations in the event of default by LLCB. Additionally, a Reimbursement Agreement was executed between the Lewis guarantors and the Company, which provided for unpaid liabilities of LLCB to be shared pro-rata by the Lewis guarantors and the Company in proportion to their percentage interest in LLCB. The guarantee continued in effect until all of the Loan obligations were fully paid and the Loan terminated. The $ 1,080,000 estimated value of the guarantee was recorded in the Company’s consolidated balance sheets and, upon cancellation of the Loan in May 2024, was removed from other long-term liabilities and the corresponding value in equity in investments.
In October 2022, the Company entered into a joint venture with Lewis for the development of the Retained Property. The Company formed LLCB II, LLC (“LLCB II”) as the development entity, contributed the Retained Property to the joint venture and sold a 50 % interest to Lewis. 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 $ 1,900,000 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.
6. Equity in Investments
Equity in investments consist of the following (in thousands):
July 31, 2025 October 31, 2024
Limoneira Lewis Community Builders, LLC $ 58,758 $ 67,962
LLCB II, LLC 11,699 9,566
Limco Del Mar, Ltd. 2,553 2,198
Rosales 811 1,319
Romney Property Partnership 504 501
$ 74,325 $ 81,546
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LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
6. Equity in Investments (continued)
Unconsolidated Significant Subsidiary
In accordance with Rule 10-01(b)(1) of Regulation S-X, which applies to interim reports on Form 10-Q, the Company must determine if its equity method investees are considered “significant subsidiaries.” In evaluating its investments, there are two tests utilized to determine if equity method investees are considered significant subsidiaries: the income test and the investment test. Summarized income statement information of an equity method investee is required in an interim report if either of the two tests exceed 20% in the interim periods presented. During the year-to-date interim period for the nine months ended July 31, 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):
Nine Months Ended
July 31,
2025 2024
Revenues $ 965 $ 91,402
Cost of land sold ( 877 ) ( 50,246 )
Operating income (expenses) 1,214 ( 276 )
Net income $ 1,302 $ 40,880
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 %.
7. Goodwill and Intangible Assets, Net
A summary of the change in the carrying amount of goodwill is as follows (in thousands):
Goodwill Carrying Amount
Balance at October 31, 2024 $ 1,504
Foreign currency translation adjustment ( 3 )
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 July 31, 2025.
16
LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
7. Goodwill and Intangible Assets, Net (continued)
Intangible assets consist of the following (in thousands):
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
Trade names and trademarks $ 2,108 ( 1,463 ) 645 8 $ 2,108 $ ( 1,308 ) $ 800 8
Customer relationships 2,707 ( 2,081 ) 626 8 2,707 ( 1,842 ) 865 8
Non-competition agreement 437 ( 226 ) 211 8 437 ( 187 ) 250 8
Acquired water and mineral rights 1,284 — 1,284 Indefinite 3,306 — 3,306 Indefinite
$ 6,536 $ ( 3,770 ) $ 2,766 $ 8,558 $ ( 3,337 ) $ 5,221
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 July 31, 2025 is as follows (in thousands):
2025 (remaining three months) $ 145
2026 578
2027 294
2028 294
2029 171
Thereafter —
$ 1,482
8. Other Assets
Investments in Mutual Water Companies and Water Rights
The Company’s investments in various not-for-profit mutual water companies provide it with the right to receive a proportionate share of water from each of the not-for-profit mutual water companies that the Company has invested in and do not constitute voting shares and/or rights. In January 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 July 31, 2025 and October 31, 2024 were $ 6,724,000 and $ 6,229,000 , respectively.
9. Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
July 31, 2025 October 31, 2024
Compensation $ 1,156 $ 4,147
Property taxes 157 820
Operating expenses 3,216 3,020
Leases 1,287 2,295
Income taxes payable — 456
Other 1,694 1,745
$ 7,510 $ 12,483
17
LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
10. Long-Term Debt
Long-term debt is comprised of the following (in thousands):
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 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.
— 433
Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48 % and 4.26 %. The loans are payable in monthly installments through September 2026.
48 157
Total long-term debt 63,365 40,590
Less current portion 39 559
Long-term debt, less current portion $ 63,326 $ 40,031
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 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 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 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. The MLA includes customary default provisions. Should an event of default occur, the Lender, at its option, may declare all or any portion of the indebtedness under the MLA to be immediately due and payable without demand, notice of nonpayment, protest or prior recourse to collateral, and terminate or suspend the Company’s right to draw or request funds on any loan or line of credit.
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 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.
18
LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
10. 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 $ 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.
The Company received annual cash patronage dividends from the Lender of $ 564,000 and $ 558,000 in the second quarter of fiscal years 2025 and 2024, respectively.
11. Leases
Lessor Arrangements
The Company enters into leasing transactions in which it rents certain of its assets and the Company is the lessor. These lease contracts are typically classified as operating leases with remaining terms ranging from one month to 18 years with various renewal terms available. All of the residential rentals have month-to-month lease terms.
The Company’s rental operations revenue consists of the following (in thousands):
Three Months Ended
July 31, Nine Months Ended
July 31,
2025 2024 2025 2024
Operating lease revenue $ 1,461 $ 1,381 $ 4,301 $ 3,947
Variable lease revenue 75 75 225 250
Total lease revenue $ 1,536 $ 1,456 $ 4,526 $ 4,197
Lessee Arrangements
The Company enters into leasing transactions in which the Company is the lessee. These lease contracts are classified as either operating or finance leases. The Company’s lease contracts are generally for agricultural land, packinghouse facilities, equipment and vehicles with remaining lease terms ranging from one to four years , with various term extensions available. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Lease costs are primarily included in agribusiness costs and expenses in the Company’s consolidated statements of operations.
Lease costs consist of the following (in thousands):
Three Months Ended
July 31, Nine Months Ended
July 31,
2025 2024 2025 2024
Operating lease costs $ 521 $ 517 $ 1,563 $ 1,535
Finance lease costs:
Amortization of lease assets 138 51 325 161
Interest on lease liabilities 23 10 56 31
Variable lease costs 79 54 99 22
Short-term lease costs 148 48 229 148
Total lease costs $ 909 $ 680 $ 2,272 $ 1,897
19
LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
11. Leases (continued)
Supplemental balance sheet information related to leases consists of the following (in thousands):
Classification July 31, 2025 October 31, 2024
Assets
Operating lease ROU assets Other assets $ 1,141 $ 2,416
Finance lease assets Other assets 1,760 772
$ 2,901 $ 3,188
Liabilities
Current operating lease liabilities Accrued liabilities $ 849 $ 2,075
Current finance lease liabilities Accrued liabilities 438 220
Non-current operating lease liabilities Other long-term liabilities 305 400
Non-current finance lease liabilities Other long-term liabilities 1,039 418
$ 2,631 $ 3,113
Supplemental cash flow information related to leases consists of the following (in thousands):
Nine Months Ended
July 31,
2025 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases $ 1,607 $ 1,530
Operating cash outflows from finance leases $ 56 $ 31
Financing cash outflows from finance leases $ 474 $ 291
ROU assets obtained in exchange for new operating lease liabilities $ 186 $ 689
Leased assets obtained in exchange for new finance lease liabilities $ 1,313 $ 557
20
LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
12. Earnings Per Share
Basic net income or loss per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock. Diluted net income or loss per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of unvested, restricted stock and conversion of preferred stock. The computations for basic and diluted net income or loss per common share are as follows (in thousands, except per share data):
Three Months Ended
July 31, Nine Months Ended
July 31,
2025 2024 2025 2024
Basic net (loss) income per common share:
Net (loss) income applicable to common stock $ ( 980 ) $ 6,468 $ ( 7,666 ) $ 9,199
Effect of unvested, restricted stock ( 16 ) ( 95 ) ( 52 ) ( 153 )
Numerator: Net (loss) income for basic EPS ( 996 ) 6,373 ( 7,718 ) 9,046
Denominator: Weighted average common shares–basic 17,854 17,756 17,823 17,701
Basic net (loss) income per common share $ ( 0.06 ) $ 0.36 $ ( 0.43 ) $ 0.51
Diluted net (loss) income per common share:
Net (loss) income for basic EPS $ ( 996 ) $ 6,373 $ ( 7,718 ) $ 9,046
Effect of dilutive preferred stock — 125 — —
Numerator: Net (loss) income for diluted EPS ( 996 ) 6,498 ( 7,718 ) 9,046
Weighted average common shares–basic 17,854 17,756 17,823 17,701
Effect of dilutive preferred stock — 607 — —
Denominator: Weighted average common shares–diluted 17,854 18,363 17,823 17,701
Diluted net (loss) income per common share $ ( 0.06 ) $ 0.35 $ ( 0.43 ) $ 0.51
Diluted net income or loss per common share is computed using the more dilutive method of either the two-class method or the treasury stock method. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share. The Company’s unvested, restricted stock awards qualify as participating shares. Diluted net (loss) income per common share was calculated under the two-class method for the three and nine months ended July 31, 2025 and 2024.
13. Related-Party Transactions
The Company has transactions with equity method investments and various related parties summarized in Note 6 - Equity in Investments and in the tables below (in thousands):
July 31, 2025 October 31, 2024
Balance Sheet Balance Sheet
Ref Related-Party Receivables/Other from Related Parties Other Assets Payables to Related Parties Receivables/Other from Related Parties Other Assets Payables to Related Parties
2 Mutual water companies $ — $ 507 $ 283 $ — $ 526 $ 105
5 YMIDD $ 306 $ — $ — $ 206 $ — $ —
6 FGF $ 3,858 $ 514 $ 757 $ 2,184 $ 2,383 $ 837
7 LLCB $ — $ — $ 3,444 $ — $ — $ 3,444
9 Rosales $ — $ — $ 381 $ — $ — $ 629
10 Del Mar $ — $ — $ — $ — $ — $ 527
21
LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
13. Related-Party Transactions (continued)
Three Months Ended July 31, 2025 Three Months Ended July 31, 2024
Consolidated Statement of Operations Consolidated Statement of Operations
Ref Related-Party Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid
1 Employees $ — $ 229 $ — $ — $ — $ 240 $ — $ —
2 Mutual water companies $ — $ — $ 244 $ — $ — $ — $ 138 $ —
3 Cooperative association $ — $ — $ — $ — $ — $ — $ 17 $ —
5 YMIDD $ 302 $ — $ — $ — $ 311 $ — $ — $ —
6 FGF $ 83 $ 50 $ — $ — $ 83 $ 50 $ — $ —
8 Principal Owner $ — $ — $ — $ 243 $ — $ — $ — $ 240
9 Rosales $ 240 $ — $ 1,019 $ — $ 368 $ — $ 1,545 $ —
10 Del Mar $ 94 $ — $ 216 $ — $ — $ — $ — $ —
11 Law firm $ — $ — $ 75 $ — $ — $ — $ — $ —
Nine Months Ended July 31, 2025 Nine Months Ended July 31, 2024
Consolidated Statement of Operations Consolidated Statement of Operations
Ref Related-Party Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid
1 Employees $ — $ 693 $ — $ — $ — $ 695 $ — $ —
2 Mutual water companies $ — $ — $ 1,088 $ — $ — $ — $ 712 $ —
3 Cooperative association $ — $ — $ — $ — $ — $ — $ 576 $ —
5 YMIDD $ 987 $ — $ 82 $ — $ 940 $ — $ 62 $ —
6 FGF $ 248 $ 150 $ — $ — $ 248 $ 150 $ — $ —
8 Principal Owner $ — $ — $ — $ 734 $ — $ — $ — $ 690
9 Rosales $ 3,320 $ — $ 1,908 $ — $ 3,552 $ — $ 1,594 $ —
10 Del Mar $ 206 $ — $ 216 $ — $ — $ — $ — $ —
11 Law firm $ — $ — $ 208 $ — $ — $ — $ — $ —
(1) Employees - The Company rents certain of its residential housing assets to employees on a month-to-month basis and recorded rental income from employees.
(2) Mutual water companies - The Company has representation on the boards of directors of the mutual water companies in which the Company has investments, as well as other water districts. Refer to Note 8 - Other Assets. The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies and districts.
(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. The Company purchased water from YMIDD and had no amounts payable to them for such purchases. Additionally, the Company received fallowing revenue from YMIDD and has a receivable outstanding.
(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. The Company leases the Santa Clara ranch to FGF and records rental revenue related to the leased land.
(7) LLCB - The Company entered into a joint venture with Lewis for the residential development of our East Area I real estate development project and formed LLCB as the development entity. Refer to Note 5 - Real Estate Development.
(8) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner.
22
LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
13. Related-Party Transactions (continued)
(9) Rosales - The Company has an equity interest in Rosales as noted in Note 6 - Equity in Investments. The Company recognizes lemon and orange sales to Rosales and procures lemons and oranges from Rosales. 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 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.
14. Income Taxes
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 July 31, 2025.
15. Commitments and Contingencies
The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any pending or threatened litigation against it that it expects will have a material adverse effect on its business, financial condition, liquidity or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings.
16. Stock-based Compensation
The Company has a stock-based compensation plan (the “Stock Plan”) that allows for the grant of restricted common stock of the Company to members of management, key executives and non-employee directors. The fair value of such awards is based on the fair value of the Company’s common stock on the date of grant, and all are classified as equity awards.
Management Performance Awards
Certain time-based restricted stock grants are made to management under the Stock Plan and generally vest over a three-year period as service is provided.
During November 2024, 20,555 shares of restricted stock with a per share price of $ 25.54 were granted to management. The related compensation expense of $ 525,000 will be recognized over three years as the shares vest.
During December 2024, 6,194 shares of restricted stock with a per share price of $ 26.30 were granted to management. The related compensation expense of $ 163,000 will be recognized over three years as the shares vest.
In November and December 2024, the Company entered into Performance Share-Based Award Agreements with members of management whereby the employees may be granted up to a maximum of 53,498 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.
Executive Awards
Certain 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.
23
LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
16. Stock-based Compensation (continued)
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. During December 2024, the Company granted 2,972 shares of restricted stock with a per share price of $ 26.30 to key executives related to the Retention Bonus Agreements. The related compensation expense of $ 78,000 will be recognized over the next year as the shares vest.
In November 2024, the Company entered into Performance Share-Based Award Agreements with key executives whereby the executives may be granted up to a maximum of 58,732 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.
Director Awards
Certain time-based restricted stock grants are made on an annual basis to non-employee directors under the Stock Plan and generally vest after a one-year period as service is provided. During April 2025, 30,540 shares were granted as Director Awards with a per share price of $ 16.70 .
Exchange of Common Stock
During the 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.
17. Segment Information
The Company operates in four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness. The reportable operating segments of the Company are strategic business units with different products and services, distribution processes and customer bases. The fresh lemons segment includes sales, farming and harvest costs and third-party grower and supplier costs relative to fresh lemons. The lemon packing segment includes packing revenues and lemon packing costs. The lemon packing segment revenues include intersegment revenues between fresh lemons and lemon packing. The intersegment revenues are included gross in the segment note and a separate line item is shown as an elimination. The avocados segment includes sales, farming and harvest costs. The other agribusiness segment primarily includes sales, farm management, farming and harvest costs, brokered fruit costs of oranges and specialty citrus, wine grapes, fallowing revenue, shipping revenue and shipping costs.
The Company does not separately allocate depreciation and amortization to its fresh lemons, lemon packing, avocados and other agribusiness segments. No asset information is provided for reportable operating segments, as these specified amounts are not included in the measure of segment profit or loss reviewed by the Company’s chief operating decision maker. The Company measures operating performance, including revenues and operating income, of its operating segments and allocates resources based on its evaluation. The Company does not allocate selling, general and administrative expense, impairment of intangible asset, 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.
Segment information for the three months ended July 31, 2025 is as follows (in thousands):
Fresh
Lemons Lemon
Packing Eliminations
Avocados Other
Agribusiness Total
Agribusiness Corporate
and Other Total
Revenues from external customers $ 28,123 $ 6,063 $ — $ 8,488 $ 3,268 $ 45,942 $ 1,536 $ 47,478
Intersegment revenues — 8,493 ( 8,493 ) — — — — —
Total net revenues 28,123 14,556 ( 8,493 ) 8,488 3,268 45,942 1,536 47,478
Costs and expenses 29,298 12,724 ( 8,493 ) 3,733 2,546 39,808 5,818 45,626
Depreciation and amortization — — — — — 2,242 240 2,482
Operating (loss) income $ ( 1,175 ) $ 1,832 $ — $ 4,755 $ 722 $ 3,892 $ ( 4,522 ) $ ( 630 )
24
LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
17. Segment Information (continued)
Segment information for the three months ended July 31, 2024 is as follows (in thousands):
Fresh
Lemons Lemon
Packing Eliminations
Avocados Other
Agribusiness Total
Agribusiness Corporate
and Other Total
Revenues from external customers $ 36,746 $ 5,200 $ — $ 13,897 $ 6,006 $ 61,849 $ 1,456 $ 63,305
Intersegment revenues — 10,499 ( 10,499 ) — — — — —
Total net revenues 36,746 15,699 ( 10,499 ) 13,897 6,006 61,849 1,456 63,305
Costs and expenses 32,977 11,144 ( 10,499 ) 4,104 5,912 43,638 8,559 52,197
Depreciation and amortization — — — — — 1,799 316 2,115
Operating income (loss) $ 3,769 $ 4,555 $ — $ 9,793 $ 94 $ 16,412 $ ( 7,419 ) $ 8,993
Segment information for the nine months ended July 31, 2025 is as follows (in thousands):
Fresh
Lemons Lemon
Packing Eliminations
Avocados Other
Agribusiness Total
Agribusiness Corporate
and Other Total
Revenues from external customers $ 74,491 $ 15,260 $ — $ 11,430 $ 11,195 $ 112,376 $ 4,526 $ 116,902
Intersegment revenues — 24,959 ( 24,959 ) — — — — —
Total net revenues 74,491 40,219 ( 24,959 ) 11,430 11,195 112,376 4,526 116,902
Costs and expenses 76,006 35,441 ( 24,959 ) 5,393 9,490 101,371 18,245 119,616
Depreciation and amortization — — — — — 5,882 725 6,607
Operating (loss) income $ ( 1,515 ) $ 4,778 $ — $ 6,037 $ 1,705 $ 5,123 $ ( 14,444 ) $ ( 9,321 )
Segment information for the nine months ended July 31, 2024 is as follows (in thousands):
Fresh
Lemons Lemon
Packing Eliminations
Avocados Other
Agribusiness Total
Agribusiness Corporate
and Other Total
Revenues from external customers $ 94,971 $ 15,756 $ — $ 16,245 $ 16,473 $ 143,445 $ 4,197 $ 147,642
Intersegment revenues — 28,129 ( 28,129 ) — — — — —
Total net revenues 94,971 43,885 ( 28,129 ) 16,245 16,473 143,445 4,197 147,642
Costs and expenses 90,687 35,450 ( 28,129 ) 5,529 16,119 119,656 25,140 144,796
Depreciation and amortization — — — — — 5,331 942 6,273
Operating (loss) income $ 4,284 $ 8,435 $ — $ 10,716 $ 354 $ 18,458 $ ( 21,885 ) $ ( 3,427 )
Revenues related to rental operations are included in “Corporate and Other.” The detail of other agribusiness revenues is as follows (in thousands):
Three Months Ended
July 31, Nine Months Ended
July 31,
2025 2024 2025 2024
Oranges $ 1,696 $ 1,160 $ 4,838 $ 3,461
Specialty citrus and wine grapes 618 550 1,792 2,475
Farm management 102 3,202 1,622 7,296
Other 852 1,094 2,943 3,241
Other agribusiness revenues $ 3,268 $ 6,006 $ 11,195 $ 16,473
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LIMONEIRA COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
18. 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.
19. 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.