Financial Data and Key Metrics Changes - The company achieved record revenue in fiscal year 2019, with total revenue increasing to $171.4 million from $129.4 million in the previous year, despite facing adverse weather conditions [9][34] - For the fourth quarter of fiscal year 2019, total net revenue was $36.5 million, a significant increase from $14.7 million in the same period of the previous year [25] - Adjusted EBITDA for fiscal year 2019 was $1.9 million, a decrease from $23.4 million in the previous year, indicating challenges in profitability [35] Business Line Data and Key Metrics Changes - Agribusiness revenue for the fourth quarter of fiscal year 2019 was $35.3 million, up from $13.5 million in the same quarter of the previous year, primarily due to higher lemon volume [25] - Fresh lemon sales in the fourth quarter of fiscal year 2019 amounted to $17 million, compared to $7.1 million in the same period of fiscal year 2018, despite lower pricing [26] - Avocado production was significantly down in fiscal year 2019 due to extreme heat, with minimal revenue recognized, but a return to normal production is expected in fiscal year 2020 [18] Market Data and Key Metrics Changes - The overall lemon industry continues to expand globally, with improved pricing per carton expected as the company enters fiscal year 2020 [10] - The company anticipates selling between 7.5 million to 9.5 million cartons of fresh lemons globally in fiscal year 2020, with 5 million to 6 million cartons expected to be sold domestically [39] - The company is optimistic about moving a high percentage of its crop into Southeast Asian markets, contingent on the quality of the fruit harvested [52] Company Strategy and Development Direction - The company has made strategic investments to position itself for long-term growth, including a joint venture in Argentina and expansion of its customer base [15][14] - The company plans to simplify its guidance by focusing on adjusted EBITDA and lemon volume guidance, rather than earnings per share [38] - The Harvest at Limoneira project is projected to generate approximately $100 million in cash flow over the next 6 to 9 years, with initial lot sales already closed [19][40] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that weather events adversely affected the bottom line in fiscal year 2019, but expressed confidence in the company's long-term growth potential [37] - The company expects to achieve adjusted EBITDA in the range of $22 million to $26 million for fiscal year 2020, driven by improved crop yields and market conditions [39] - Management remains cautiously optimistic about the upcoming year, with expectations of improved utilization rates and pricing for lemons, avocados, and oranges [69] Other Important Information - The company recognized $2.3 million in revenue from avocado insurance payments related to prior weather impacts, which contributed to the overall revenue for fiscal year 2019 [27] - The company reported a net loss applicable to common stock of $6.4 million for fiscal year 2019, compared to a net income of $19.7 million in the previous year [34] Q&A Session Summary Question: What drives variability in carton guidance? - Management explained that variability in carton guidance is influenced by tree crop conditions and market demand, with a focus on achieving high fresh utilization rates [42][43] Question: What visibility is there regarding high winds affecting fruit quality? - Management noted that high winds could challenge fruit quality, potentially impacting pricing due to a higher percentage of lower-grade fruit [45][46] Question: How does the balance sheet support future acquisitions? - Management indicated a focus on maintaining a balanced sheet while being open to opportunistic acquisitions, particularly in South America [48][49] Question: What are the assumptions for non-U.S. lemon sales? - Management expressed optimism about exporting a significant portion of the crop to Southeast Asia, contingent on the quality of the fruit harvested [51][52] Question: What is the timeline for cash flow from Harvest at Limoneira? - Management expects to have better visibility on cash flow from the Harvest project by the end of fiscal year 2020, with significant cash flow anticipated in 2022 [74][75]

[PART I](index=5&type=section&id=PART%20I) This section provides a comprehensive overview of Limoneira Company's business operations, including its agribusiness, rental, and real estate divisions, along with associated risks, property holdings, and legal status [Business](index=5&type=section&id=Item%201.%20Business) Limoneira Company is a diversified agribusiness and real estate development firm founded in 1893, operating through three main divisions: Agribusiness, Rental Operations, and Real Estate Development - The company operates across three business divisions: agribusiness, rental operations, and real estate development[30](index=30&type=chunk) Revenue Contribution by Division (FY2017-2019) | Division | FY2019 Revenue % | FY2018 Revenue % | FY2017 Revenue % | | :--- | :--- | :--- | :--- | | Agribusiness | 97% | 96% | 96% | | Rental Operations | 3% | 4% | 4% | | Real Estate Development | 0% | 0% | 0% | Total Planted Acreage by Crop | Crop | Acres | | :--- | :--- | | Lemons | 6,200 | | Avocados | 900 | | Oranges | 1,600 | | Specialty Citrus & Other | 1,000 | | **Total Planted** | **9,700** | [Fiscal Year 2019 Highlights and Recent Developments](index=5&type=section&id=Fiscal%20Year%202019%20Highlights%20and%20Recent%20Developments) The company achieved key milestones in real estate, expanded its agribusiness through acquisition, and managed its investment portfolio in fiscal year 2019 - The company's East Area I real estate joint venture with The Lewis Group (LLCB) closed initial lot sales for **210 residential units** in fiscal year 2019[23](index=23&type=chunk) - Acquired a **51% interest** in Trapani Fresh, a citrus operation in Argentina, for **$15.0 million**, adding approximately **1,200 acres** of planted lemons[25](index=25&type=chunk)[26](index=26&type=chunk) - Sold **50,000 shares** of Calavo common stock for net proceeds of **$4.8 million**, also recording unrealized losses of **$2.1 million** on its remaining Calavo equity securities[27](index=27&type=chunk) - Sold the Mercantile property in Santa Paula for net proceeds of **$4.0 million**, recognizing a gain of **$0.6 million**, and The Terraces at Pacific Crest for net proceeds of **$2.9 million**, recognizing a gain of **$0.4 million**[28](index=28&type=chunk) [Agribusiness Division](index=6&type=section&id=Agribusiness%20Division) The Agribusiness division, representing 97% of FY2019 revenues, is the core business, focusing on cultivation and sale of lemons, avocados, oranges, and specialty crops across 15,700 acres - The Agribusiness division is the company's largest, representing **97% of consolidated revenues** in FY2019, comprising fresh lemons, lemon packing, avocados, and other agribusiness segments[31](index=31&type=chunk) - The company is one of the largest growers of lemons and avocados in the United States, with agricultural plantings in California, Arizona, Chile, and Argentina[20](index=20&type=chunk)[32](index=32&type=chunk) Planted Acreage by Location and Age (Acres) | Location | 0-4 Years | 5-25 Years | Over 25 Years | Total | | :--- | :--- | :--- | :--- | :--- | | Ventura, CA | 200 | 1,200 | 1,200 | 2,600 | | Tulare, CA | 500 | 1,500 | 1,300 | 3,300 | | San Bernardino, CA | 300 | 300 | — | 600 | | San Luis Obispo, CA | 200 | 100 | — | 300 | | Yuma, AZ | 400 | 800 | — | 1,200 | | La Serena, Chile | — | 500 | — | 500 | | Jujuy, Argentina | — | 1,200 | — | 1,200 | | **Total** | **1,600** | **5,600** | **2,500** | **9,700** | - All avocado production is provided to Calavo Growers, Inc. for packing and marketing, a relationship dating back to 2003[38](index=38&type=chunk) [Rental Operations Division](index=13&type=section&id=Rental%20Operations%20Division) The Rental Operations division contributed approximately 3% of FY2019 consolidated revenues, providing stable cash flows from residential and commercial properties and leased agricultural land - The Rental Operations division contributed approximately **3% of consolidated revenues** in FY2019, providing reliable cash flows[59](index=59&type=chunk) - The division includes approximately **260 residential housing units**, several commercial office buildings, about **500 acres of leased agricultural land**, and an organic recycling program[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) [Real Estate Development Division](index=13&type=section&id=Real%20Estate%20Development%20Division) The Real Estate Development division, with no FY2019 revenue, focuses on strategic land development in California, including a major joint venture for a master-planned community - The Real Estate Development division, which had **no revenue in FY2019**, focuses on strategic land development in California with approximately **1,500 residential units** in various stages of planning[64](index=64&type=chunk)[65](index=65&type=chunk) - The primary project is East Area I in Santa Paula, a **523-acre master-planned community** being developed through a joint venture (LLCB) with The Lewis Group, with Phase 1 including approximately **632 residential units**[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - The company is also planning the development of East Area II, an adjacent **30-acre parcel** suited for commercial and/or industrial use[68](index=68&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces a range of risks inherent to its diverse operations, including adverse weather, crop diseases, price volatility, economic cycles, interest rate fluctuations, and complex land use regulations [Risks Related to Our Agribusiness Division](index=19&type=section&id=Risks%20Related%20to%20Our%20Agribusiness%20Division) The agribusiness division faces significant threats from adverse weather, natural disasters, crop diseases like Huanglongbing (HLB), price volatility, water scarcity, and labor availability - Crops are vulnerable to adverse weather, natural disasters like earthquakes and wildfires, and the effects of climate change, which can reduce crop size and quality[89](index=89&type=chunk)[91](index=91&type=chunk) - The business faces significant threats from crop diseases and pests, particularly the Asian Citrus Psyllid (ACP) and the incurable disease it transmits, Huanglongbing (HLB), with the company incurring approximately **$0.9 million** in costs in FY2019 for pest control against ACP[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - Earnings are sensitive to market supply, price fluctuations, and demand for produce, which is highly perishable, with excess supplies often leading to severe price competition[103](index=103&type=chunk)[104](index=104&type=chunk) - The company is dependent on its relationship with Calavo for the sale of **100% of its avocado production**, and any disruption to this relationship could harm sales[101](index=101&type=chunk)[102](index=102&type=chunk) - A lack of sufficient water, particularly due to extended droughts in California, could severely impact the ability to produce crops, as the company is dependent on rights to pump water from underground aquifers[114](index=114&type=chunk) - Changes in immigration laws could impact the availability of labor for harvesting operations, potentially increasing costs or leading to crop loss[113](index=113&type=chunk) [Risks Related to Our Indebtedness](index=25&type=section&id=Risks%20Related%20to%20Our%20Indebtedness) The company's indebtedness includes restrictive covenants that limit financial flexibility and expose it to variable interest rate risk, with non-compliance on a debt service covenant in FY2019 requiring waivers - The company's credit facilities contain restrictive covenants that limit its ability to incur additional debt, make certain investments, or sell assets, which could restrict financial and operating flexibility[140](index=140&type=chunk)[143](index=143&type=chunk) - As of October 31, 2019, the company was not in compliance with the debt service coverage ratio covenant required by its Farm Credit West and Wells Fargo loans, but received waivers from the lenders[140](index=140&type=chunk) - A portion of the company's debt is subject to variable interest rates, exposing it to higher interest expenses if rates increase, and the expected discontinuation of LIBOR after 2021 presents an additional risk[145](index=145&type=chunk) [Risks Related to Our Real Estate Development Division](index=27&type=section&id=Risks%20Related%20to%20Our%20Real%20Estate%20Development%20Division) The real estate development division is highly sensitive to economic conditions, subject to extensive land use regulations and governmental approvals, and relies on joint ventures, introducing partnership and financing risks - The real estate development industry is cyclical and highly sensitive to changes in economic conditions, employment levels, interest rates, and consumer confidence[146](index=146&type=chunk) - Development projects are subject to extensive land use regulations and require governmental approvals, which can be denied, delayed, or challenged by third-party litigation, increasing time and cost[149](index=149&type=chunk)[151](index=151&type=chunk) - The company relies on a joint venture with The Lewis Group for its East Area I project, which introduces risks such as potential disagreements between partners, inability to obtain project loans, or failure to meet financial expectations[160](index=160&type=chunk)[161](index=161&type=chunk) [Properties](index=31&type=section&id=Item%202.%20Properties) The company owns approximately 14,100 acres of land, including 9,700 planted acres for agribusiness, corporate facilities, and residential units, supported by extensive water rights crucial for operations Owned Agribusiness Land Holdings (as of Oct 31, 2019) (Acres) | Location | Acres | | :--- | :--- | | California | 8,700 | | Arizona | 1,300 | | Chile | 3,500 | | Argentina | 1,200 | | **Total Owned** | **14,700** | - The company owns its packing facilities in Santa Paula and Oxnard, California, and Yuma, Arizona, with a new lemon packing facility commissioned in 2016 doubling packing capacity[170](index=170&type=chunk) - Water resources are a key asset, including approximately **8,600 acre-feet** of adjudicated water rights in the Santa Paula Basin and **11,700 acre-feet** of Class 3 Colorado River water rights in Arizona[174](index=174&type=chunk)[178](index=178&type=chunk) [Legal Proceedings](index=33&type=section&id=Item%203.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings, with occasional involvement in routine legal matters not expected to have a material adverse effect - The company is not currently party to any material pending legal proceedings[182](index=182&type=chunk) [PART II](index=34&type=section&id=PART%20II) This section details Limoneira Company's common stock market, selected financial data, management's discussion and analysis of financial performance, market risks, and consolidated financial statements [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=34&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ under "LMNR", with approximately 222 registered holders as of December 31, 2019, and a history of quarterly dividends - The company's common stock is traded on The NASDAQ Stock Market LLC under the symbol "**LMNR**"[185](index=185&type=chunk) Cash Dividends Per Common Share ($) | Quarter | 2019 | 2018 | | :--- | :--- | :--- | | Q1 | $0.0750 | $0.0625 | | Q2 | $0.0750 | $0.0625 | | Q3 | $0.0750 | $0.0625 | | Q4 | $0.0750 | $0.0625 | - In Q4 2019, the company purchased **16,573 shares** at an average price of **$18.98 per share** from employees to cover income tax withholding on vested restricted stock awards[193](index=193&type=chunk) [Selected Financial Data](index=36&type=section&id=Item%206.%20Selected%20Financial%20Data) Over fiscal years 2015-2019, total net revenues grew from $100.3 million to $171.4 million, but FY2019 saw an operating loss of $5.5 million and a net loss of $5.9 million, a significant downturn from 2018 Selected Financial Data (2015-2019) (in thousands, except per share) | (in thousands, except per share) | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total net revenues | $171,398 | $129,392 | $121,309 | $111,789 | $100,311 | | Operating (loss) income | $(5,514) | $9,486 | $11,863 | $9,188 | $4,583 | | Net (loss) income | $(5,943) | $20,188 | $6,595 | $8,058 | $7,082 | | Diluted net (loss) income per share | $(0.37) | $1.25 | $0.42 | $0.52 | $0.46 | | Total assets | $399,867 | $421,339 | $339,031 | $305,448 | $269,730 | | Current and long-term debt | $108,915 | $80,093 | $105,113 | $90,672 | $89,668 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In FY2019, total revenues increased 32% to $171.4 million, driven by agribusiness, but an operating loss of $5.5 million resulted from a 55% surge in agribusiness costs and increased SG&A [Results of Operations](index=38&type=section&id=Results%20of%20Operations) In FY2019, total net revenues increased 32% to $171.4 million, primarily from lemons, but total costs and expenses surged 48%, leading to an operating loss of $5.5 million and a net loss of $5.9 million Consolidated Results of Operations (FY2019 vs. FY2018) (in thousands) | (in thousands) | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Total net revenues | $171,398 | $129,392 | 32% | | Total costs and expenses | $176,912 | $119,906 | 48% | | Operating (loss) income | $(5,514) | $9,486 | -158% | | Net (loss) income attributable to Limoneira | $(5,943) | $20,188 | -129% | Agribusiness Revenues by Crop (FY2019 vs. FY2018) (in thousands) | (in thousands) | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Lemons | $149,971 | $103,830 | 44% | | Avocados | $5,391 | $6,576 | -18% | | Oranges | $6,022 | $8,884 | -32% | | Specialty citrus & other | $5,165 | $5,054 | 2% | | **Total Agribusiness** | **$166,549** | **$124,344** | **34%** | Agribusiness Costs and Expenses (FY2019 vs. FY2018) (in thousands) | (in thousands) | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Packing costs | $41,018 | $23,071 | 78% | | Harvest costs | $19,272 | $13,512 | 43% | | Growing costs | $26,962 | $23,523 | 15% | | Third-party grower costs | $57,497 | $31,733 | 81% | | **Total Agribusiness Costs** | **$152,372** | **$98,083** | **55%** | Non-GAAP Reconciliation: Adjusted EBITDA (in thousands) | (in thousands) | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Net (loss) income | $(5,943) | $20,188 | $6,595 | | EBITDA | $3,727 | $21,856 | $18,917 | | **Adjusted EBITDA** | **$1,920** | **$23,414** | **$19,037** | [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily from operations and a $115.0 million credit facility, with net cash from operations decreasing to $1.4 million in FY2019, and waivers obtained for a debt service covenant non-compliance Cash Flow Summary (in thousands) | (in thousands) | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Net cash from Operating Activities | $1,365 | $18,397 | $18,482 | | Net cash used in Investing Activities | $(23,654) | $(50,807) | $(26,416) | | Net cash from Financing Activities | $22,433 | $32,548 | $8,380 | - The company's primary sources of liquidity are cash from operations and its Farm Credit West Credit Facility, which provides aggregate borrowing capacity of **$115.0 million**[262](index=262&type=chunk)[265](index=265&type=chunk) - As of October 31, 2019, outstanding borrowings under the Farm Credit West Credit Facility were **$82.8 million**, with **$32.2 million** of availability[267](index=267&type=chunk) - The company was not in compliance with its debt service coverage ratio covenant as of October 31, 2019, but received waivers from Farm Credit West and Wells Fargo[264](index=264&type=chunk) [Critical Accounting Policies](index=56&type=section&id=Critical%20Accounting%20Policies) Key accounting policies include the adoption of ASU 2014-09 for revenue recognition, impacting brokered fruit sales, and capitalization of real estate development costs, with long-lived assets evaluated for impairment - On November 1, 2018, the company adopted ASU 2014-09 (Topic 606) for revenue recognition, which changed the accounting for certain brokered fruit sales from a net to a gross basis, increasing both reported revenues and costs by **$8.8 million** in FY2019 with no net effect on income[303](index=303&type=chunk)[307](index=307&type=chunk) - Revenue from lemons is recognized when the customer takes control at the packinghouse, while revenue from crops sold to third-party packinghouses (like avocados to Calavo) is recognized upon delivery, net of packing and marketing charges[308](index=308&type=chunk)[310](index=310&type=chunk) - The company capitalizes costs for planning, entitlement, and development of its real estate projects, with approximately **$1.8 million** of such costs capitalized in FY2019[318](index=318&type=chunk) - Long-lived assets, including real estate projects, are evaluated for impairment when events indicate the carrying value may not be recoverable, with impairment charges of **$1.6 million** and **$0.1 million** recorded in FY2018 and FY2017, respectively, but none in FY2019[324](index=324&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=60&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate risk from variable-rate debt, where a hypothetical 100 basis point increase would raise FY2019 interest expense by approximately $0.4 million - The company is exposed to interest rate risk from variable-rate borrowings under its Farm Credit West Credit Facility and Term Loans[328](index=328&type=chunk) - A **100 basis point increase** in interest rates would increase interest expense by **$0.4 million** for fiscal year 2019 and decrease net income by **$0.3 million**[330](index=330&type=chunk) [Financial Statements and Supplementary Data](index=61&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's consolidated financial statements for fiscal years 2017-2019, including balance sheets, income statements, cash flows, and detailed notes, along with management and auditor reports [Consolidated Financial Statements](index=66&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements for fiscal years 2017-2019 include balance sheets showing total assets of $399.9 million in 2019, and statements of operations reflecting a net loss of $5.9 million in 2019 Consolidated Balance Sheet Highlights (as of Oct 31) (in thousands) | (in thousands) | 2019 | 2018 | | :--- | :--- | :--- | | **Assets** | | | | Total current assets | $35,070 | $31,044 | | Property, plant and equipment, net | $248,114 | $225,681 | | Real estate development | $17,602 | $107,162 | | **Total assets** | **$399,867** | **$421,339** | | **Liabilities & Equity** | | | | Total current liabilities | $31,664 | $27,074 | | Long-term debt, less current portion | $105,892 | $76,966 | | **Total liabilities** | **$167,369** | **$191,389** | | **Total stockholders' equity** | **$221,688** | **$219,140** | Consolidated Statement of Operations Highlights (Year Ended Oct 31) (in thousands) | (in thousands) | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Total net revenues | $171,398 | $129,392 | $121,309 | | Operating (loss) income | $(5,514) | $9,486 | $11,863 | | Net (loss) income attributable to Limoneira | $(5,943) | $20,188 | $6,595 | [Notes to Consolidated Financial Statements](index=74&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail significant transactions including avocado sales to Calavo, the $15.0 million acquisition of Trapani Fresh in Argentina, the $25.0 million Oxnard Lemon packinghouse acquisition, and the reclassification of real estate assets related to the East Area I joint venture - The company sells all of its avocado production to Calavo Growers, Inc. (Calavo), which accounted for sales of **$3.1 million**, **$6.6 million**, and **$9.5 million** in fiscal years 2019, 2018, and 2017, respectively[392](index=392&type=chunk)[396](index=396&type=chunk) - In May 2019, the company acquired a **51% interest** in Trapani Fresh (Argentina) for **$15.0 million**, adding **$14.7 million** in revenue and **$1.0 million** in net income from the acquisition date through October 31, 2019[483](index=483&type=chunk)[484](index=484&type=chunk)[485](index=485&type=chunk) - In July 2018, the company acquired the Oxnard Lemon packinghouse and related assets for **$25.0 million** and the San Pablo ranch in Chile for **$13.1 million**[478](index=478&type=chunk)[486](index=486&type=chunk) - The East Area I real estate project is being developed via a joint venture (LLCB), and in December 2018, the company terminated its leaseback agreement, derecognized **$58.3 million** in real estate development assets, and reclassified **$33.4 million** to its equity method investment in the LLCB[506](index=506&type=chunk) [Controls and Procedures](index=129&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of October 31, 2019, excluding the recently acquired Trapani Fresh - Management concluded that the company's disclosure controls and procedures were effective as of October 31, 2019[652](index=652&type=chunk) - Management concluded that internal control over financial reporting was effective as of October 31, 2019, with the assessment excluding the newly acquired Trapani Fresh business[338](index=338&type=chunk)[656](index=656&type=chunk) [PART III](index=129&type=section&id=PART%20III) This section incorporates by reference information regarding the company's directors, executive officers, corporate governance, executive compensation, security ownership, and related party transactions from the definitive Proxy Statement [Directors, Executive Officers, Corporate Governance, Compensation, and Other Matters](index=129&type=section&id=Items%2010-14) Information for Items 10 through 14, covering directors, executive officers, corporate governance, executive compensation, security ownership, and related transactions, is incorporated by reference from the company's definitive Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's definitive Proxy Statement[658](index=658&type=chunk) [PART IV](index=131&type=section&id=Part%20IV) This section provides a comprehensive list of all financial statements, schedules, and exhibits filed as part of the Form 10-K report, including officer certifications and material contracts [Exhibits and Financial Statement Schedules](index=131&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Form 10-K report, including the consolidated financial statements and a detailed index of all exhibits - This section contains the list of financial statements and an index of all exhibits filed with the Form 10-K[665](index=665&type=chunk)[666](index=666&type=chunk)

Limoneira Company (NASDAQ:LMNR) Q3 2019 Results Conference Call September 9, 2019 4:30 PM ET Company Participants John Mills - IR, ICR Harold Edwards - President and CEO Mark Palamountain - CFO Conference Call Participants Tim Perz - Stephens Gerry Sweeney - Roth Capital Ben Klieve - National Securities Eric Larson - Buckingham Research Group Chris Krueger - Lake Street Capital Markets Operator Good day, ladies and gentlemen. And welcome to today's Limoneira Third Quarter 2019 Earnings Call. As a reminder, ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported a $2.3 million net loss for the nine months ended July 31, 2019, a significant decline from prior year's net income due to increased costs [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets slightly decreased to $415.7 million as of July 31, 2019, while total liabilities decreased and stockholders' equity increased to $228.1 million Consolidated Balance Sheet Highlights ($ in thousands) | Account | July 31, 2019 | October 31, 2018 | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **$415,689** | **$421,339** | **($5,650)** | | Total Current Assets | $50,587 | $31,044 | $19,543 | | Real estate development | $16,378 | $107,162 | ($90,784) | | Equity in investments | $57,775 | $18,698 | $39,077 | | **Total Liabilities** | **$176,762** | **$191,389** | **($14,627)** | | Long-term debt, less current portion | $109,253 | $76,966 | $32,287 | | Sale-leaseback deferral | $0 | $58,330 | ($58,330) | | **Total Stockholders' Equity** | **$228,117** | **$219,140** | **$8,977** | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) Q3 2019 revenues increased to $50.9 million, but rising agribusiness costs led to a net loss of $0.4 million, contrasting with prior year's net income Q3 Financial Performance ($ in thousands, except per share data) | Metric | Q3 2019 | Q3 2018 | YoY Change | | :--- | :--- | :--- | :--- | | Total Net Revenues | $50,869 | $39,950 | +27.3% | | Total Costs and Expenses | $48,751 | $28,525 | +70.9% | | Operating Income | $2,118 | $11,425 | -81.5% | | Net (Loss) Income | ($397) | $8,200 | -104.8% | | Diluted EPS | ($0.06) | $0.50 | -112.0% | Nine Months Financial Performance ($ in thousands, except per share data) | Metric | 9M 2019 | 9M 2018 | YoY Change | | :--- | :--- | :--- | :--- | | Total Net Revenues | $134,922 | $114,678 | +17.7% | | Total Costs and Expenses | $136,829 | $95,611 | +43.1% | | Operating (Loss) Income | ($1,907) | $19,067 | -110.0% | | Net (Loss) Income | ($2,253) | $23,429 | -109.6% | | Diluted EPS | ($0.19) | $1.50 | -112.7% | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities significantly decreased to $4.3 million for the nine months ended July 31, 2019, primarily due to lower net income Cash Flow Summary for Nine Months Ended July 31 ($ in thousands) | Cash Flow Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $4,274 | $23,203 | | Net cash used in investing activities | ($31,380) | ($50,852) | | Net cash provided by financing activities | $27,479 | $27,646 | | **Net increase in cash** | **$334** | **$13** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q3 2019 revenue growth to higher lemon volumes, offset by increased agribusiness costs, impacting profitability and liquidity [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Q3 2019 agribusiness revenue increased 28% to $49.6 million, primarily from lemons, but costs surged 78% to $42.7 million, leading to an operating loss Q3 Agribusiness Revenue Breakdown ($ in thousands) | Category | Q3 2019 | Q3 2018 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Lemons | $46,401 | $30,736 | $15,665 | 51% | | Avocados | $2,519 | $5,643 | ($3,124) | (55)% | | Oranges | $711 | $1,986 | ($1,275) | (64)% | | **Total Agribusiness** | **$49,631** | **$38,677** | **$10,954** | **28%** | - The increase in lemon revenue was driven by higher volume (**1,876,000 cartons** vs. 992,000 in Q3 2018), which included **609,000 cartons** from the newly acquired Trapani Fresh. This was partially offset by a lower average price per carton (**$19.09** vs. $25.91)[182](index=182&type=chunk) Q3 Agribusiness Costs and Expenses ($ in thousands) | Category | Q3 2019 | Q3 2018 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Packing costs | $13,524 | $6,033 | $7,491 | 124% | | Harvest costs | $6,296 | $3,609 | $2,687 | 74% | | Third-party grower costs | $14,715 | $8,041 | $6,674 | 83% | | **Total Agribusiness** | **$42,747** | **$23,983** | **$18,764** | **78%** | [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is supported by the $115 million Farm Credit West facility, with $29.6 million available, despite a significant decrease in operating cash flow - The company utilizes a Master Loan Agreement with Farm Credit West with an aggregate borrowing capacity of **$115.0 million**, comprised of a **$75.0 million** revolving line and a **$40.0 million** non-revolving line[239](index=239&type=chunk) - As of July 31, 2019, the company had **$85.4 million** in outstanding borrowings under the Farm Credit West facility, with **$29.6 million** of availability[245](index=245&type=chunk) - Significant investing activities in the first nine months of 2019 included **$15.0 million** for the Trapani Fresh business combination and a **$4.0 million** contribution to the Limoneira Lewis Community Builders joint venture[235](index=235&type=chunk) [Critical Accounting Policies and Estimates](index=53&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company adopted ASC 606, impacting brokered fruit sales recognition, and applies critical policies for business combinations and asset impairment - Adopted new revenue recognition standard ASC 606 on November 1, 2018. This resulted in a change in accounting for certain brokered fruit sales, now recognized on a gross basis, increasing both revenue and costs without affecting net income[274](index=274&type=chunk)[277](index=277&type=chunk) - Business combinations are accounted for under the acquisition method (ASC 805), with assets and liabilities measured at fair value. Acquisitions not meeting the definition of a business are treated as asset acquisitions[293](index=293&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes were reported in market risk disclosures since the fiscal year ended October 31, 2018 Annual Report on Form 10-K - There have been no material changes in the disclosures regarding market risk since the last Annual Report on Form 10-K for the fiscal year ended October 31, 2018[298](index=298&type=chunk) [Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of July 31, 2019, with no material changes in internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of July 31, 2019[299](index=299&type=chunk) - The operations of the recently acquired Trapani Fresh will be excluded from the scope of management's assessment of internal control over financial reporting for the fiscal year 2019[302](index=302&type=chunk) [PART II. OTHER INFORMATION](index=58&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) The company is not involved in any material pending legal proceedings outside of its ordinary course of business - The company reports no material pending legal proceedings[304](index=304&type=chunk) [Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the Annual Report on Form 10-K for the fiscal year ended October 31, 2018 - No material changes to risk factors have occurred since the filing of the Annual Report for the fiscal year ended October 31, 2018[305](index=305&type=chunk) [Other Items (2-6)](index=58&type=section&id=Other%20Items%20(2-6)) The company reported no unregistered sales of equity securities, no defaults, and no other material information for Items 2-5 - Items 2, 3, 4, and 5 reported no activity or information to disclose[306](index=306&type=chunk)[307](index=307&type=chunk)[308](index=308&type=chunk)

Limoneira Company (NASDAQ:LMNR) Q2 2019 Earnings Conference Call June 10, 2019 4:30 PM ET Company Participants John Mills - ICR Harold Edwards - President and CEO Mark Palamountain - CFO Conference Call Participants Ben Bienvenu - Stephens, Inc. Vincent Anderson - Stifel Nicolaus Gerry Sweeney - ROTH Capital Partners Eric Larson - Buckingham Research Operator Good day, and welcome to the Limoneira 2Q '19 Earnings Call. Today's conference is being recorded. At this time, I would like to turn the conference o ...

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2019 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) LIMONEIRA COMPANY (Exact name of Registrant as Specified in its Charter) (State or Other Jurisdiction o ...

Limoneira Company (NASDAQ:LMNR) Q1 2019 Earnings Conference Call March 12, 2019 4:30 PM ET Company Participants John Mills - Managing Partner Harold Edwards - President and Chief Executive Officer Mark Palamountain - Chief Financial Officer Conference Call Participants Vincent Anderson - Stifel, Nicolaus & Company Eric Larson - The Buckingham Research Group Christopher Krueger - Lake Street Capital Markets Sain Godil - Global Alpha Capital Management Ltd Operator Good day, and welcome to Limoneira First Qua ...

LIMONEIRA COMPANY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2019 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) (State or Other Jurisdiction ...

| --- | --- | --- | --- | |-------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | Cautionary Statement 2 Forward-Looking Statements This press release contains forward-looking statements, including guidance for fiscal year 2018 and 2019, 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 future events and can be i ...

Limoneira Co (NASDAQ:LMNR) Q4 2018 Earnings Conference Call January 14, 2018 4:30 PM ET Company Participants John Mills - Senior MD Harold Edwards - President, CEO & Director Mark Palamountain - CFO, Treasurer & Corporate Secretary Conference Call Participants Benjamin Bienvenu - Stephens Inc. Vincent Anderson - Stifel, Nicolaus & Company Eric Larson - The Buckingham Research Group Christopher Krueger - Lake Street Capital Markets Operator Good day, and welcome to Limoneira Fourth Quarter Fiscal 2018 Earnin ...