UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 LIMONEIRA COMPANY FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2022 (Exact name of registrant as specified in its charter) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-34755 Delaware 77-0260692 (State or other jurisdiction of incor ...

Limoneira Company (NASDAQ:LMNR) Q4 2021 Results Conference Call January 10, 2022 4:30 PM ET Company Participants John Mills - Managing Partner, ICR Harold Edwards - President and CEO Mark Palamountain - CFO Conference Call Participants Ben Bienvenu - Stephens Gerry Sweeney - Roth Capital Partners Ben Klieve - Lake Street Capital Markets Eric Larson - Seaport Research Partners Operator Greetings, and welcome to the Limoneira Fourth Quarter 2021 Earnings Conference Call. At this time, all participants are in ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-34755 LIMONEIRA COMPANY (Exact name of registrant as specified in its charter) Delaware 77-0260692 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer ...

| --- | --- | --- | |-------|----------|-------| | | | | | | | | | | | | | | | | | | | | | — | IMONEIRA | | | | | | | | | | Cautionary Statement 2 Forward-Looking Statements This presentation contains forward-looking statements, including guidance for fiscal year 2021 and beyond, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Limoneira's current expectations about f ...

Limoneira Company (NASDAQ:LMNR) Q3 2021 Results Conference Call September 8, 2021 4:30 PM ET Company Participants John Mills - Managing Partner, ICR Harold Edwards - President and CEO Mark Palamountain - CFO Conference Call Participants Ben Bienvenu - Stephens Vincent Anderson - Stifel Ben Klieve - Lake Street Capital Markets Gerry Sweeney - Roth Capital Partners Operator Greetings, and welcome to the Limoneira Third Quarter Fiscal Year 2021 Financial Results. At this time, all participants are in a listen- ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited consolidated financial statements, including balance sheets, statements of operations, comprehensive income, stockholders' equity, and cash flows, with detailed notes on accounting policies and financial results [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets%20%E2%80%93%20July%2031%2C%202021%20and%20October%2031%2C%202020) This table summarizes the company's financial position, detailing assets, liabilities, and equity at specific dates Consolidated Balance Sheet Summary | Metric | July 31, 2021 ($ thousands) | October 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :---------------------------- | :----------------------------- | :------------------- | :--------- | | Total Assets | 388,270 | 389,600 | (1,330) | (0.34)% | | Total Liabilities | 184,475 | 183,030 | 1,445 | 0.79% | | Total Stockholders' Equity | 192,985 | 195,760 | (2,775) | (1.42)% | | Cash | 775 | 501 | 274 | 54.69% | | Total Current Assets | 37,534 | 42,520 | (4,986) | (11.73)% | | Total Current Liabilities | 33,640 | 31,461 | 2,179 | 6.93% | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20%E2%80%93%20three%20and%20nine%20months%20ended%20July%2031%2C%202021%20and%202020) This table presents the company's revenues, expenses, and net income (loss) for the reported periods Consolidated Statements of Operations (3 Months) | Metric | 3 Months Ended July 31, 2021 ($ thousands) | 3 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Total Net Revenues | 49,125 | 53,559 | (4,434) | (8.28)% | | Operating Income (Loss) | 3,374 | 1,814 | 1,560 | 85.99% | | Net Income (Loss) | 3,170 | 1,800 | 1,370 | 76.11% | | Net Income (Loss) attributable to Limoneira Company | 3,705 | 2,309 | 1,396 | 60.46% | | Basic EPS | 0.20 | 0.12 | 0.08 | 66.67% | | Diluted EPS | 0.20 | 0.12 | 0.08 | 66.67% | Consolidated Statements of Operations (9 Months) | Metric | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Total Net Revenues | 132,532 | 134,786 | (2,254) | (1.67)% | | Operating Income (Loss) | 118 | (9,485) | 9,603 | 101.24% | | Net Income (Loss) | 767 | (10,410) | 11,177 | 107.37% | | Net Income (Loss) attributable to Limoneira Company | 1,430 | (9,001) | 10,431 | 115.89% | | Basic EPS | 0.06 | (0.54) | 0.60 | 111.11% | | Diluted EPS | 0.06 | (0.54) | 0.60 | 111.11% | [Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29%20%E2%80%93%20three%20and%20nine%20months%20ended%20July%2031%2C%202021%20and%202020) This table outlines the company's net income (loss) and other comprehensive income (loss) components for the reported periods Consolidated Statements of Comprehensive Income (Loss) (3 Months) | Metric | 3 Months Ended July 31, 2021 ($ thousands) | 3 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Net Income (Loss) | 3,170 | 1,800 | 1,370 | 76.11% | | Foreign currency translation adjustments | (1,042) | 1,410 | (2,452) | (173.90)% | | Total other comprehensive (loss) income, net of tax | (907) | 1,545 | (2,452) | (158.71)% | | Comprehensive income (loss) | 2,263 | 3,345 | (1,082) | (32.35)% | Consolidated Statements of Comprehensive Income (Loss) (9 Months) | Metric | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Net Income (Loss) | 767 | (10,410) | 11,177 | 107.37% | | Foreign currency translation adjustments | 330 | (476) | 806 | 169.33% | | Total other comprehensive (loss) income, net of tax | 733 | (6) | 739 | 12316.67% | | Comprehensive income (loss) | 1,500 | (10,416) | 11,916 | 114.40% | [Consolidated Statements of Stockholders' Equity and Temporary Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity%20and%20Temporary%20Equity%20%E2%80%93%20three%20and%20nine%20months%20ended%20July%2031%2C%202021%20and%202020) This table details changes in stockholders' equity, including retained earnings and additional paid-in capital, over the reported periods Consolidated Stockholders' Equity Summary | Metric | October 31, 2020 ($ thousands) | July 31, 2021 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :----------------------------- | :---------------------------- | :------------------- | :--------- | | Total Stockholders' Equity | 195,760 | 192,985 | (2,775) | (1.42)% | | Retained Earnings | 30,797 | 27,874 | (2,923) | (9.49)% | | Additional Paid-In Capital | 162,084 | 163,460 | 1,376 | 0.85% | | Accumulated Other Comprehensive Loss | (7,548) | (6,815) | 733 | (9.71)% | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20%E2%80%93%20nine%20months%20ended%20July%2031%2C%202021%20and%202020) This table presents the company's cash flows from operating, investing, and financing activities for the reported periods Consolidated Cash Flow Summary | Metric | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Net cash provided by (used in) operating activities | 16,802 | (11,394) | 28,196 | 247.46% | | Net cash (used in) provided by investing activities | (8,716) | 254 | (8,970) | (3531.50)% | | Net cash (used in) provided by financing activities | (7,809) | 11,479 | (19,288) | (168.04)% | | Net increase in cash | 274 | 262 | 12 | 4.58% | | Cash at end of period | 775 | 878 | (103) | (11.73)% | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's accounting policies, financial statement line items, and other relevant disclosures [1. Organization and Basis of Presentation](index=11&type=section&id=1.%20Organization%20and%20Basis%20of%20Presentation) This note describes the company's primary business activities and the basis for financial statement preparation - Limoneira Company's primary business is agribusiness, focusing on citrus (lemons, oranges, specialty citrus) and avocados, including packing, marketing, and selling lemons. The company also engages in residential rentals and real estate development[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) [2. Summary of Significant Accounting Policies](index=11&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting policies adopted by the company, including recent pronouncement impacts - The company adopted FASB ASU 2016-13 (Credit Losses) effective **November 1, 2020**, which did not materially impact its financial statements[39](index=39&type=chunk)[40](index=40&type=chunk) - The company is evaluating FASB ASU 2020-06 (Convertible Instruments), effective for fiscal years beginning after **December 15, 2021**, to determine its potential effect on consolidated financial statements[41](index=41&type=chunk)[42](index=42&type=chunk) [3. Concentrations and Geographic Information](index=13&type=section&id=3.%20Concentrations%20and%20Geographic%20Information) This note details significant customer and supplier concentrations and geographic revenue distribution - Lemons procured from third-party growers constituted **51%** of the Company's lemon supply for the nine months ended July 31, 2021, down from **60%** in the prior year[44](index=44&type=chunk) - Two individual customers represented **17%** and **13%** of revenues, respectively, for the nine months ended July 31, 2021[45](index=45&type=chunk) - Total sales in Argentina by Trapani Fresh decreased significantly from **$12.105 million** in the nine months ended July 31, 2020, to **$3.265 million** in the same period of 2021, following an agreement to sell and license certain assets to FGF[47](index=47&type=chunk) [4. Prepaid Expenses and Other Current Assets](index=13&type=section&id=4.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) This table provides a breakdown of prepaid expenses and other current assets Prepaid Expenses and Other Current Assets Details | Item | July 31, 2021 ($ thousands) | October 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :---------------------------- | :----------------------------- | :------------------- | :--------- | | Prepaid supplies and insurance | 2,634 | 2,080 | 554 | 26.63% | | Note receivable and related interest | 2,446 | 2,490 | (44) | (1.77)% | | Real estate development held for sale | 2,543 | 2,543 | 0 | 0.00% | | Sales tax receivable | 807 | 1,867 | (1,060) | (56.77)% | | Lemon supplier advances and other | 1,789 | 1,708 | 81 | 4.74% | | Total | 10,219 | 10,688 | (469) | (4.39)% | [5. Real Estate Development](index=13&type=section&id=5.%20Real%20Estate%20Development) This note details the company's real estate development assets and related activities Real Estate Development Assets | Item | July 31, 2021 ($ thousands) | October 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :----------------------- | :---------------------------- | :----------------------------- | :------------------- | :--------- | | Retained Property - East Area I | 13,011 | 13,169 | (158) | (1.20)% | | East Area II | 9,240 | 8,467 | 773 | 9.13% | | Total | 22,251 | 21,636 | 615 | 2.84% | - The Limoneira Lewis Community Builders, LLC (LLCB) joint venture has closed sales for **556 residential units** through July 31, 2021[58](index=58&type=chunk) - The company expects to sell its Sevilla property for **$2.7 million** in calendar year 2021, with an immaterial gain expected upon closing[59](index=59&type=chunk) [6. Equity in Investments](index=17&type=section&id=6.%20Equity%20in%20Investments) This table presents the company's equity method investments and their financial contributions Equity in Investments Summary | Investment | July 31, 2021 ($ thousands) | October 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :---------------------------- | :----------------------------- | :------------------- | :--------- | | Limoneira Lewis Community Builders, LLC | 59,844 | 57,142 | 2,702 | 4.73% | | Limco Del Mar, Ltd. | 2,027 | 1,920 | 107 | 5.57% | | Rosales | 1,066 | 1,641 | (575) | (35.04)% | | Romney Property Partnership | 509 | 511 | (2) | (0.39)% | | Total | 63,446 | 61,214 | 2,232 | 3.65% | LLCB Financials | LLCB Financials | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Revenues | 36,684 | 25,716 | 10,968 | 42.65% | | Net income attributable to Limoneira Company | 3,944 | 1,659 | 2,285 | 137.73% | [7. Goodwill and Intangible Assets, Net](index=17&type=section&id=7.%20Goodwill%20and%20Intangible%20Assets%2C%20Net) This table details the company's goodwill and net intangible assets Goodwill and Intangible Assets | Item | July 31, 2021 ($ thousands) | October 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :---------------------------- | :----------------------------- | :------------------- | :--------- | | Goodwill | 1,539 | 1,535 | 4 | 0.26% | | Intangible assets, net | 8,680 | 11,309 | (2,629) | (23.25)% | - The company acquired additional water rights in Chile for **$186,000** during the nine months ended July 31, 2021[66](index=66&type=chunk) [8. Other Assets](index=19&type=section&id=8.%20Other%20Assets) This table provides a breakdown of other non-current assets Other Assets Details | Item | July 31, 2021 ($ thousands) | October 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :---------------------------- | :----------------------------- | :------------------- | :--------- | | Investments in Mutual Water Companies | 5,990 | 5,563 | 427 | 7.68% | [9. Accrued Liabilities](index=19&type=section&id=9.%20Accrued%20Liabilities) This table details the company's accrued liabilities at specific dates Accrued Liabilities Details | Item | July 31, 2021 ($ thousands) | October 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :---------------------------- | :----------------------------- | :------------------- | :--------- | | Compensation | 2,295 | 2,275 | 20 | 0.88% | | Property taxes | 196 | 683 | (487) | (71.30)% | | Lemon and orange supplier payables | — | 1,346 | (1,346) | (100.00)% | | Operating expenses | 1,452 | 938 | 514 | 54.80% | | Leases | 315 | 959 | (644) | (67.15)% | | Other | 1,381 | 1,746 | (365) | (20.91)% | | Total | 5,639 | 7,947 | (2,308) | (29.04)% | [10. Long-Term Debt](index=20&type=section&id=10.%20Long-Term%20Debt) This note outlines the company's long-term debt, including new agreements and covenant modifications Long-Term Debt Summary | Item | July 31, 2021 ($ thousands) | October 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :---------------------------- | :----------------------------- | :------------------- | :--------- | | Total long-term debt, net | 123,171 | 125,848 | (2,677) | (2.13)% | | Long-term debt, less current portion | 120,935 | 122,571 | (1,636) | (1.33)% | - The company entered into a new Master Loan Agreement (MLA) with Farm Credit West in June 2021, extending the principal repayment to **July 1, 2026**[75](index=75&type=chunk)[207](index=207&type=chunk) - In August 2021, the debt service coverage ratio covenant was modified to a minimum of **1.0:1.0** measured at October 31, 2021, from the previous **1.15:1.00**[83](index=83&type=chunk)[214](index=214&type=chunk) [11. Leases](index=21&type=section&id=11.%20Leases) This table presents the company's operating and variable lease revenues and costs Lease Revenue | Item | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :----------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Operating lease revenue | 3,215 | 3,235 | (20) | (0.62)% | | Variable lease revenue | 237 | 242 | (5) | (2.07)% | | Total lease revenue | 3,452 | 3,477 | (25) | (0.72)% | Lease Costs | Item | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Operating lease costs (lessee) | 406 | 417 | (11) | (2.64)% | [12. Basic and Diluted Net Income (Loss) per Share](index=23&type=section&id=12.%20Basic%20and%20Diluted%20Net%20Income%20%28Loss%29%20per%20Share) This table presents the basic and diluted net income (loss) per common share for the reported periods Earnings Per Share (3 Months) | Metric | 3 Months Ended July 31, 2021 | 3 Months Ended July 31, 2020 | Change | Change (%) | | :--------------------------------------- | :--------------------------- | :--------------------------- | :------- | :--------- | | Basic net income (loss) per common share | $0.20 | $0.12 | $0.08 | 66.67% | | Diluted net income (loss) per common share | $0.20 | $0.12 | $0.08 | 66.67% | Earnings Per Share (9 Months) | Metric | 9 Months Ended July 31, 2021 | 9 Months Ended July 31, 2020 | Change | Change (%) | | :--------------------------------------- | :--------------------------- | :--------------------------- | :------- | :--------- | | Basic net income (loss) per common share | $0.06 | $(0.54) | $0.60 | 111.11% | | Diluted net income (loss) per common share | $0.06 | $(0.54) | $0.60 | 111.11% | [13. Related-Party Transactions](index=23&type=section&id=13.%20Related-Party%20Transactions) This note describes the company's ongoing transactions with related parties - The company has ongoing related-party transactions with entities such as mutual water companies, Calavo, and FGF, involving various operational and financial exchanges[96](index=96&type=chunk)[99](index=99&type=chunk)[102](index=102&type=chunk) [14. Income Taxes](index=25&type=section&id=14.%20Income%20Taxes) This note explains the company's effective tax rate and its components - The effective tax rate for the nine months ended July 31, 2021, exceeded the **21%** federal statutory rate due to foreign taxes, state taxes, and nondeductible items[103](index=103&type=chunk) [15. Retirement Plans](index=25&type=section&id=15.%20Retirement%20Plans) This note details the company's defined benefit pension plan and related costs Net Periodic Benefit Cost | Metric | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :----------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Net periodic benefit cost | 498 | 534 | (36) | (6.74)% | - The Limoneira Company Retirement Plan, a defined benefit pension plan, was frozen in **June 2004**, with no additional benefits accruing to participants since then[104](index=104&type=chunk) [16. Commitments and Contingencies](index=27&type=section&id=16.%20Commitments%20and%20Contingencies) This note addresses potential legal and other commitments and contingencies - The company is not aware of any pending or threatened litigation that is expected to have a material adverse effect on its business, financial condition, liquidity, or operating results[109](index=109&type=chunk) [17. Stock-based Compensation and Treasury Stock](index=27&type=section&id=17.%20Stock-based%20Compensation%20and%20Treasury%20Stock) This note details stock-based compensation grants and share repurchase activities - In December 2020, the company granted **95,000 shares** of common stock to key executives under the Stock Plan, with a related compensation expense of approximately **$1.45 million** to be recognized over three years[112](index=112&type=chunk) - The share repurchase program, authorizing up to **$10 million**, expired in March 2021. During fiscal year 2020, the company repurchased **250,977 shares** for approximately **$3.493 million**[117](index=117&type=chunk) [18. Segment Information](index=29&type=section&id=18.%20Segment%20Information) This table provides financial information broken down by the company's operating segments Agribusiness Segment Revenues and Operating Income | Segment | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :---------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Fresh Lemons Revenues | 98,195 | 100,231 | (2,036) | (2.03)% | | Lemon Packing Revenues | 38,699 | 43,641 | (4,942) | (11.32)% | | Avocados Revenues | 6,780 | 8,323 | (1,543) | (18.54)% | | Other Agribusiness Revenues | 8,565 | 11,003 | (2,438) | (22.16)% | | Total Agribusiness Revenues | 129,080 | 131,309 | (2,229) | (1.70)% | | Total Agribusiness Operating Income | 15,009 | 5,991 | 9,018 | 150.53% | [19. Subsequent Events](index=30&type=section&id=19.%20Subsequent%20Events) This note discloses events occurring after the balance sheet date that may affect financial statements - No other subsequent events requiring recognition or disclosure were identified after July 31, 2021, through the filing date[125](index=125&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, liquidity, capital resources, and critical accounting policies [Overview](index=31&type=section&id=Overview) This section describes the company's business divisions, land and water resources, and the impact of drought conditions - Limoneira Company manages approximately **15,400 acres** of land and water resources, primarily for citrus and avocado cultivation[127](index=127&type=chunk) - The company is one of the largest growers of lemons and avocados in the United States[128](index=128&type=chunk)[132](index=132&type=chunk) - The company's business is divided into three divisions: agribusiness (farming, harvesting, packing, sales), rental operations (residential, commercial, leased land, organic recycling), and real estate development[131](index=131&type=chunk) - California is experiencing exceptional drought conditions as of July 31, 2021, with federal officials allocating only **5%** of contracted water to San Joaquin Valley farmers in 2021, down from **100%** in 2017-2020. The company is assessing the impact on its California orchards[141](index=141&type=chunk) - The U.S. Bureau of Reclamation declared a Level 1 Shortage Condition at Lake Mead, reducing Arizona's water releases by approximately **18%** starting **January 1, 2022**, which the company is assessing for its Arizona orchards[142](index=142&type=chunk) [COVID-19 Pandemic](index=35&type=section&id=COVID-19%20Pandemic) This section discusses the pandemic's impact on market conditions, sales, profitability, and the company's mitigation strategies - The COVID-19 pandemic caused a significant decline in U.S. lemon market volume and export demand, leading to market oversupply[152](index=152&type=chunk) - The pandemic negatively impacted the company's sales and profitability in the last three quarters of fiscal year 2020 and the first three quarters of fiscal year 2021, with material impacts expected to continue, but improvement is anticipated in fiscal year 2022[153](index=153&type=chunk) - The company took proactive actions to protect employee health, allowed remote work, and implemented liquidity improvement measures such as postponing capital expenditures, selling equity securities, and reducing operating costs[154](index=154&type=chunk)[155](index=155&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, including revenues, costs, and operating income, for the reported periods Overall Results of Operations (9 Months) | Metric | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Total Net Revenues | 132,532 | 134,786 | (2,254) | (1.67)% | | Total Costs and Expenses | 132,414 | 144,271 | (11,857) | (8.22)% | | Operating Income (Loss) | 118 | (9,485) | 9,603 | 101.24% | | Total Other Income (Expense) | 1,771 | (6,801) | 8,572 | 126.04% | | Net Income (Loss) attributable to Limoneira Company | 1,430 | (9,001) | 10,431 | 115.89% | Adjusted EBITDA (9 Months) | Metric | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Adjusted EBITDA | 10,805 | 835 | 9,970 | 1194.01% | [Three Months Ended July 31, 2021 Compared to the Three Months Ended July 31, 2020](index=37&type=section&id=Three%20Months%20Ended%20July%2031%2C%202021%20Compared%20to%20the%20Three%20Months%20Ended%20July%2031%2C%202020) This section compares agribusiness revenues and costs for the three-month periods Agribusiness Revenues (3 Months) | Agribusiness Revenues | 3 Months Ended July 31, 2021 ($ thousands) | 3 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Lemons | 40,835 | 43,234 | (2,399) | (5.55)% | | Avocados | 4,073 | 6,133 | (2,060) | (33.59)% | | Oranges | 1,981 | 2,232 | (251) | (11.25)% | | Specialty citrus and other crops | 1,065 | 788 | 277 | 35.15% | | Total Agribusiness Revenues | 47,954 | 52,387 | (4,433) | (8.46)% | Agribusiness Costs & Expenses (3 Months) | Agribusiness Costs & Expenses | 3 Months Ended July 31, 2021 ($ thousands) | 3 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Packing costs | 9,864 | 16,993 | (7,129) | (41.95)% | | Harvest costs | 3,383 | 6,698 | (3,315) | (49.49)% | | Growing costs | 7,522 | 6,237 | 1,285 | 20.60% | | Third-party grower costs | 17,828 | 14,627 | 3,201 | 21.88% | | Total Agribusiness Costs & Expenses | 40,691 | 46,826 | (6,135) | (13.10)% | [Nine Months Ended July 31, 2021 Compared to the Nine Months Ended July 31, 2020](index=39&type=section&id=Nine%20Months%20Ended%20July%2031%2C%202021%20Compared%20to%20the%20Nine%20Months%20Ended%20July%2031%2C%202020) This section compares agribusiness revenues and costs for the nine-month periods Agribusiness Revenues (9 Months) | Agribusiness Revenues | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Lemons | 113,735 | 111,983 | 1,752 | 1.56% | | Avocados | 6,780 | 8,323 | (1,543) | (18.54)% | | Oranges | 4,476 | 7,171 | (2,695) | (37.58)% | | Specialty citrus and other crops | 4,089 | 3,832 | 257 | 6.71% | | Total Agribusiness Revenues | 129,080 | 131,309 | (2,229) | (1.70)% | Agribusiness Costs & Expenses (9 Months) | Agribusiness Costs & Expenses | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Packing costs | 31,894 | 37,279 | (5,385) | (14.44)% | | Harvest costs | 13,826 | 17,550 | (3,724) | (21.22)% | | Growing costs | 22,348 | 22,828 | (480) | (2.10)% | | Third-party grower costs | 39,412 | 40,946 | (1,534) | (3.75)% | | Total Agribusiness Costs & Expenses | 114,071 | 125,318 | (11,247) | (8.97)% | [Segment Results of Operations](index=42&type=section&id=Segment%20Results%20of%20Operations) This table presents operating income (loss) by business segment Segment Operating Income (Loss) (9 Months) | Segment Operating Income (Loss) | 9 Months Ended July 31, 2021 ($ thousands) | 9 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------- | :--------- | | Fresh Lemons | 8,213 | (775) | 8,988 | 1160.00% | | Lemon Packing | 9,015 | 8,716 | 299 | 3.43% | | Avocados | 2,639 | 3,752 | (1,113) | (29.66)% | | Other Agribusiness | 1,733 | 1,013 | 720 | 71.08% | [Results of Operations for the Trailing Twelve Months Ended July 31, 2021 and 2020](index=47&type=section&id=Results%20of%20Operations%20for%20the%20Trailing%20Twelve%20Months%20Ended%20July%2031%2C%202021%20and%202020) This table presents the company's financial performance for the trailing twelve-month periods Results of Operations (Trailing 12 Months) | Metric | Trailing 12 Months Ended July 31, 2021 ($ thousands) | Trailing 12 Months Ended July 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :------------------- | :--------- | | Total Revenues | 162,305 | 171,262 | (8,957) | (5.23)% | | Total Costs and Expenses | 171,710 | 184,354 | (12,644) | (6.86)% | | Operating Loss | (9,405) | (13,092) | 3,687 | 28.16% | | Total Other Income (Expense) | 1,145 | (7,288) | 8,433 | 115.71% | | Net Loss attributable to Limoneira Company | (6,004) | (12,076) | 6,072 | 50.28% | [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash flows, debt, and ability to meet financial obligations - Net cash provided by operating activities was **$16.8 million** for the nine months ended July 31, 2021, a significant improvement from **$11.4 million** used in the prior year[204](index=204&type=chunk)[206](index=206&type=chunk) - Capital expenditures for the nine months ended July 31, 2021, were **$8.3 million**, primarily allocated to orchard and vineyard development (**$8.0 million**) and real estate development projects (**$0.3 million**)[206](index=206&type=chunk) - The company believes that cash flows from operations and available borrowing capacity from existing credit facilities will be sufficient to meet capital expenditures, debt service, working capital, and other contractual obligations for the next twelve months[217](index=217&type=chunk) [Overview](index=48&type=section&id=Overview) This section describes the seasonal fluctuations in the company's liquidity and capital position - The company's liquidity and capital position fluctuates seasonally, with higher cultural costs in Q1/Q2 and peak harvest costs in Q3, funded by revolving credit facilities[203](index=203&type=chunk) [Cash Flows from Operating Activities](index=48&type=section&id=Cash%20Flows%20from%20Operating%20Activities) This section analyzes cash generated or used by the company's core operations - Net cash provided by operating activities was **$16.8 million** for the nine months ended July 31, 2021, a significant improvement from **$11.4 million** used in the prior year, driven by a **$9.6 million** decrease in operating loss and an **$8.6 million** increase in other income[204](index=204&type=chunk)[206](index=206&type=chunk) [Cash Flows from Investing Activities](index=48&type=section&id=Cash%20Flows%20from%20Investing%20Activities) This section analyzes cash used for or provided by investment activities, including capital expenditures - Net cash used in investing activities was **$8.7 million** for the nine months ended July 31, 2021, compared to **$0.3 million** provided in the prior year. Capital expenditures were **$8.3 million**, primarily for orchard and vineyard development[204](index=204&type=chunk)[206](index=206&type=chunk) [Cash Flows from Financing Activities](index=48&type=section&id=Cash%20Flows%20from%20Financing%20Activities) This section analyzes cash flows related to debt, equity, and dividend payments - Net cash used in financing activities was **$7.8 million** for the nine months ended July 31, 2021, primarily due to **$2.8 million** in net long-term debt repayments and **$4.4 million** in common and preferred dividends[205](index=205&type=chunk)[206](index=206&type=chunk) [Transactions Af ecting Liquidity and Capital Resources](index=49&type=section&id=Transactions%20Af%20ecting%20Liquidity%20and%20Capital%20Resources) This section details significant transactions impacting the company's liquidity and capital, including new loan agreements - The company entered into a new Master Loan Agreement (MLA) with Farm Credit West in June 2021, extending principal repayment to **July 1, 2026**, and providing an aggregate borrowing capacity of **$130.0 million**[207](index=207&type=chunk)[210](index=210&type=chunk) - In August 2021, the debt service coverage ratio covenant was modified to a minimum of **1.0:1.0** measured at October 31, 2021[214](index=214&type=chunk) - The company received a **$1.2 million** patronage dividend from Farm Credit West in February 2021, reducing interest expense by **$0.8 million** and real estate development assets by **$0.4 million**[215](index=215&type=chunk) [Contractual Obligations](index=50&type=section&id=Contractual%20Obligations) This section discusses the company's material contractual obligations and any changes - No material changes to contractual obligations were reported, except for the extension of a **$45.0 million** unsecured Line of Credit Loan Agreement for the Limoneira Lewis Community Builders, LLC joint venture to **February 22, 2023**[218](index=218&type=chunk) [Fixed Rate and Variable Rate Debt](index=50&type=section&id=Fixed%20Rate%20and%20Variable%20Rate%20Debt) This section refers to details of the company's debt structure in the financial statement notes - Details of fixed and variable rate long-term debt are provided in the notes to consolidated financial statements[219](index=219&type=chunk) [Of -Balance Sheet Arrangements](index=50&type=section&id=Of%20-Balance%20Sheet%20Arrangements) This section refers to disclosures on joint ventures and partnerships in the annual report - The company has investments in joint ventures and partnerships accounted for using the equity method, as detailed in its fiscal year 2020 Annual Report on Form 10-K[220](index=220&type=chunk) [Inflation](index=50&type=section&id=Inflation) This section discusses the historical and potential impact of inflation on the company's operations - Historically, inflation has not materially affected operations, but significant increases, particularly in Argentina, could adversely impact the business[221](index=221&type=chunk) [Critical Accounting Policies and Estimates](index=50&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section identifies key accounting policies and estimates requiring significant management judgment - Key critical accounting policies include revenue recognition for agribusiness (lemons, avocados, oranges, specialty crops) and rental operations, real estate development cost capitalization, foreign currency translation, income taxes, business combinations, impairment of long-lived assets, and defined benefit retirement plans[222](index=222&type=chunk)[223](index=223&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk) [Recent Accounting Pronouncements](index=52&type=section&id=Recent%20Accounting%20Pronouncements) This section refers to disclosures on recent accounting pronouncements in the financial statement notes - Information on recent accounting pronouncements is provided in Note 2 to the consolidated financial statements[238](index=238&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section confirms no material changes in market risk disclosures since the prior fiscal year's annual report - No material changes in market risk disclosures were reported compared to the fiscal year 2020 Annual Report on Form 10-K[240](index=240&type=chunk) [Item 4. Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures and the remediation of a material weakness - The CEO and CFO concluded that disclosure controls and procedures were effective as of **July 31, 2021**[241](index=241&type=chunk) - The material weakness in internal control over financial reporting, previously identified in the fiscal year 2020 Annual Report on Form 10-K, related to journal entries and agribusiness revenues/expenses at an acquired foreign subsidiary, has been remediated[242](index=242&type=chunk)[243](index=243&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms the company is not involved in any material pending or contemplated legal proceedings - The company is not a party to any material pending legal proceedings, nor are any such proceedings contemplated by governmental authorities[248](index=248&type=chunk) [Item 1A. Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) This section confirms no material changes in risk factors since the prior fiscal year's annual report - No material changes in risk factors were reported compared to the fiscal year 2020 Annual Report on Form 10-K[249](index=249&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities or use of proceeds were reported[250](index=250&type=chunk) [Item 3. Defaults Upon Senior Securities](index=54&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section reports no defaults upon senior securities for the period - No defaults upon senior securities were reported[251](index=251&type=chunk) [Item 4. Mine Safety Disclosures](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company's operations - Mine Safety Disclosures are not applicable to the company[252](index=252&type=chunk) [Item 5. Other Information](index=54&type=section&id=Item%205.%20Other%20Information) This section reports no other information for the period - No other information was reported under this item[253](index=253&type=chunk) [Item 6. Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate organizational documents, various loan agreements, and certifications from the principal executive and financial officers, along with XBRL data - The exhibits include corporate organizational documents, various loan agreements with Farm Credit West, and certifications from the Principal Executive Officer and Principal Financial Officer[255](index=255&type=chunk)[256](index=256&type=chunk) SIGNATURES [SIGNATURES](index=58&type=section&id=SIGNATURES) This section confirms the report was duly signed by the company's CEO and CFO on September 8, 2021 - The report was signed by Harold S. Edwards (CEO) and Mark Palamountain (CFO) on **September 8, 2021**[262](index=262&type=chunk)

Financial Data and Key Metrics Changes - The company reported a 14% increase in second quarter topline growth and a significant improvement in adjusted EBITDA, which rose to $6 million from a loss of $100,000 in the same period last year [9][10][26] - Total net revenue for the second quarter of fiscal year 2021 was $45.1 million, compared to $39.6 million in the same quarter of the previous fiscal year [18][26] - Net income applicable to common stock was $1.8 million, a turnaround from a net loss of $5 million in the same quarter of fiscal year 2020 [23][24] Business Line Data and Key Metrics Changes - Agribusiness revenue increased to $44 million from $38.4 million year-over-year, driven by higher Fresh Lemon sales of $28.7 million compared to $25.3 million [11][18][19] - Fresh Lemon average price per carton rose to $18.79 from $17.14, with utilization rates improving to 75%-80% compared to 50%-55% in the prior year [12][19] - Avocado revenue improved to $2.7 million from $2 million, while Orange revenue decreased to $1.4 million from $2.7 million due to lower volume [20][21] Market Data and Key Metrics Changes - The company is experiencing a recovery in domestic food service and export sales as dining out increases due to COVID-19 vaccine distribution [9] - The company expects to see improved year-over-year results due to increasing demand from food service and export markets [15][32] Company Strategy and Development Direction - The company is focusing on expanding its retail footprint and improving cost control measures, with expectations of positive cash flow from its real estate project, Harvest at Limoneira, starting in fiscal year 2022 [15][34] - Plans to plant an additional 250 acres of lemons in the next two years are expected to increase domestic supply significantly [33][34] Management's Comments on Operating Environment and Future Outlook - Management noted that the COVID-19 pandemic continues to impact the food service business globally, but signs of improvement are emerging [31] - The company is optimistic about maintaining fresh utilization levels and expects to navigate supply challenges effectively [46][59] - Management expressed confidence in the potential for increased cash distributions from Harvest at Limoneira and the development of a medical campus [35][36] Other Important Information - Long-term debt as of April 30, 2021, was $128.2 million, up from $122.6 million at the end of fiscal year 2020 [30] - The company received $5 million in federal tax refunds related to the CARES Act and expects additional state refunds [30] Q&A Session Summary Question: Thoughts on recent lemon price increases - Management acknowledged a $2 increase in average lemon prices per carton and highlighted improved fresh utilization as a key factor [38][39] Question: Outlook for Argentina operations - Management indicated that they are well-positioned to meet market demand despite challenges in logistics and weather [40][42] Question: Ability to handle increased food service demand - Management anticipates a supply-side challenge rather than a demand-side challenge and is focused on maintaining realistic commitments to customers [46][47] Question: Potential upside from Harvest at Limoneira - Management discussed opportunities for additional housing units and the potential for increased cash distributions from the project [50][54] Question: Fresh utilization rate expectations - Management expects to maintain fresh utilization rates in the 75%-80% range for the remainder of the year [56][59] Question: International market improvements and supply chain challenges - Management noted that export markets are gradually returning to normal, with domestic demand seeing significant increases [66][70] Question: Water rights outlook amid drought conditions - Management expressed confidence in their ability to irrigate and maintain agricultural production, while monitoring water rights closely [72][74] Question: Intentions regarding Calavo's stake in the company - Management indicated that Calavo does not currently intend to liquidate its position and sees significant upside in their ownership [78][79]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-34755 LIMONEIRA COMPANY (Exact name of registrant as specified in its charter) Delaware 77-0260692 (State or other jurisdiction of incorpo ...

Limoneira Company (NASDAQ:LMNR) Q1 2021 Results Conference Call March 10, 2021 4:30 PM ET Company Participants John Mills - IR, ICR Harold Edwards - President and CEO Mark Palamountain - CFO Conference Call Participants Ben Bienvenu - Stephens Inc. Vincent Anderson - Stifel Mark Smith - Lake Street Capital Markets Operator Greetings, and welcome to the Limoneira First Quarter Fiscal Year 2021 Financial Results. At this time, all participants are in a listen-only mode. A question-and-answer session will foll ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-34755 LIMONEIRA COMPANY (Exact name of registrant as specified in its charter) Delaware 77-0260692 (State or other jurisdiction of incor ...