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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation or organization)
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77-0260692
(I.R.S. Employer Identification No.)
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1141 Cummings Road, Santa Paula, CA
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93060
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(Address of principal executive offices)
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(Zip code)
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Name of Each Exchange
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Title of Each Class
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Trading Symbol
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On Which Registered
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Common Stock, par value $0.01 per share
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LMNR
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The NASDAQ Stock Market LLC
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(NASDAQ Global Select Market)
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Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
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Smaller reporting
company
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Emerging growth
company
¨
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•
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changes in laws, regulations, rules, quotas, tariffs and import laws;
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adverse weather conditions, natural disasters and other adverse natural conditions, including freezes, rains, fires and droughts, that affect the production, transportation, storage, import and export of fresh produce;
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market responses to industry volume pressures;
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increased pressure from disease, insects and other pests;
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disruption of water supplies or changes in water allocations;
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product and raw materials supplies and pricing;
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energy supply and pricing;
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changes in interest and currency exchange rates;
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•
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availability of financing for development activities;
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•
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general economic conditions for residential and commercial real estate development;
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•
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political changes and economic crises;
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international conflict;
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acts of terrorism;
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labor disruptions, strikes, shortages or work stoppages;
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loss of important intellectual property rights; and
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other factors disclosed in this Annual Report.
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Ranch Name
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County / State or Country
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Total
Acres
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Lemons
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Avocados
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Oranges
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Specialty
Crops
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Other
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||||||
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Limoneira/Olivelands
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Ventura, CA
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1,700
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700
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500
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—
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—
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500
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Orchard Farm
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Ventura, CA
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1,100
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500
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—
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—
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—
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600
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Teague McKevett
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Ventura, CA
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500
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—
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100
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—
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—
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400
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La Campana
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Ventura, CA
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300
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100
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200
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—
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—
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—
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Rancho La Cuesta
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Ventura, CA
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200
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100
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—
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—
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—
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100
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Limco Del Mar
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Ventura, CA
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200
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100
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100
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—
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—
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—
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Porterville Ranches
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Tulare, CA
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1,200
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400
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—
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400
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200
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200
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Ducor Ranches
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Tulare, CA
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1,000
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300
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—
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400
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300
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—
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Sheldon Ranches
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Tulare, CA
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1,000
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200
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—
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600
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100
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100
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Lemons 400
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Tulare, CA
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800
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400
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—
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—
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—
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400
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Windfall Farms
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San Luis Obispo, CA
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700
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—
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—
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—
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300
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400
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Cadiz
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San Bernardino, CA
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800
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600
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—
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—
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—
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200
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Associated Citrus Packers
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Yuma, AZ
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1,300
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1,200
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—
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—
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—
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100
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Pan de Azucar & San Pablo
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La Serena, Chile
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3,500
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300
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—
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200
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—
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3,000
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Santa Clara
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Jujuy, Argentina
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1,200
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1,200
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—
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—
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—
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—
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Other agribusiness land
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Various Counties, CA
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200
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100
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—
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—
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100
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—
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Total
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15,700
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6,200
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900
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1,600
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1,000
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6,000
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Percentage of Total
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100
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%
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39
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%
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6
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%
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10
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%
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6
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%
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39
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%
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Age of Orchards
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||||||||||
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County, State, Fruit Variety
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0-4 Years
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5-25 Years
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Over 25 Years
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Total
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Ventura, CA
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Lemons
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200
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700
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800
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1,700
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Avocados
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—
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500
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400
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900
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Total Ventura, CA
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200
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1,200
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1,200
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2,600
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Tulare, CA
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||||
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Lemons
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300
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400
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500
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1,200
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Oranges
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200
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500
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700
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1,400
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Specialty citrus and other
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—
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600
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100
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700
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Total Tulare, CA
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500
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1,500
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1,300
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3,300
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||||
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San Bernardino, CA - Lemons
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300
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300
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—
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600
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San Luis Obispo, CA - Wine Grapes
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200
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100
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—
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300
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Yuma, AZ - Lemons
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400
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800
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—
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1,200
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La Serena, Chile
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Lemons
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—
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300
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—
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300
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Oranges
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—
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200
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—
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200
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Total La Serena, Chile
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—
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500
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—
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500
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Jujuy, Argentina - Lemons
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—
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1,200
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—
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1,200
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Total
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1,600
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5,600
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2,500
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9,700
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Percentage of Total
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16
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%
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58
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%
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26
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%
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100
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%
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||||
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Summary by Crop
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Lemons
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1,200
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3,700
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1,300
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6,200
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Avocados
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—
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500
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400
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900
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Oranges
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200
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700
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700
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1,600
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Specialty citrus and other
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200
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700
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100
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1,000
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Total
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1,600
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5,600
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2,500
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9,700
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•
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Our agricultural properties in Ventura County are located near the Pacific Ocean, which provides an ideal environment for growing lemons, avocados and row crops. Our agricultural properties in Tulare County, which is in the San Joaquin Valley in Central California, and in Yuma, Arizona, are also located in areas that are well-suited for growing citrus crops.
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Historically, a higher percentage of our crops go to the fresh market, which is commonly referred to as fresh utilization, than that of other growers and packers with which we compete.
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•
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We have contiguous and nearby land resources that permit us to efficiently use our agricultural land and resources.
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In all but one of our properties, we are not dependent on State or Federal water projects to support our agribusiness or real estate development operations.
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•
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We own approximately
94%
of our agricultural land and take a long view on our fruit production practices.
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•
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A significant amount of our agribusiness property was acquired many years ago, which results in a low-cost basis and associated expenses.
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We have a well-trained and retentive labor force with many employees remaining with us for more than 30 years.
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In our fresh lemons and lemon packing segments, our integrated business model with respect to growing, packing, marketing and selling lemons allows us to better serve our customers.
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•
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Our lemon packing operations provide marketing opportunities with other citrus companies and their respective products.
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•
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Since 2010, we have achieved and maintained GLOBALGAP Certification by successfully demonstrating our adherence to specific GLOBALGAP standards. GLOBALGAP is an internationally recognized set of farm standards dedicated to “Good Agricultural Practices” or GAP. We believe that GLOBALGAP Certification differentiates us from our
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We have made investments in ground-based solar projects that provide us with tangible and intangible non-revenue generating benefits. The electricity generated by these investments provides us with a significant portion of the electricity required to operate our packinghouse and cold storage facilities located in Santa Paula, California and provides a significant portion of the electricity required to operate four deep-water well pumps at one of our ranches in Tulare County, California. Additionally, these investments support our sustainable agricultural practices, reduce our dependence on fossil-based electricity generation and lower our carbon footprint. Moreover, electricity that we generate and do not use is conveyed seamlessly back to the investor-owned utilities operating in these two markets. Finally, over time, we expect that our customers and the end consumers of our fruit will value the investments that we have made in renewable energy as a part of our farming and packing operations, which we believe may help us differentiate our products from similar commodities.
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We have made various other investments in water rights and mutual water companies. We own shares in the following mutual water companies: Farmers Irrigation Co., Canyon Irrigation Co., San Cayetano Mutual Water Co., Middle Road Mutual Water Co. and Pioneer Water Company, Inc. In 2007, we acquired additional water rights in the adjudicated Santa Paula Basin (aquifer) and in September 2013 we acquired water rights in the YMIDD with our acquisition of Associated Citrus Packers, Inc. (“Associated”). In February 2017, we acquired water rights with our purchase of 90% of PDA and in July 2018, we acquired additional water rights in Chile with our acquisition of San Pablo.
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•
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Our housing and land rentals provide a consistent, dependable source of cash flow that helps to counter the volatility typically associated with an agricultural business.
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•
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Our housing rental business allows us to offer a unique benefit to our employees, which in turn helps to provide us with a dependable, long-term employee base.
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•
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Our leased land business allows us to partner with other agricultural producers that can serve as a profitable alternative to under-producing tree crop acreage.
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Our organic recycling tenant provides us with a low cost, environmentally friendly solution to weed and erosion control.
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•
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Our real estate development activities are primarily focused in coastal areas north of Los Angeles and south of Santa Maria, which we believe have desirable climates for lifestyle families, retirees and athletic and sports enthusiasts.
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•
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We have entitlements to build approximately
1,500
residential units in our East Area I (Harvest at Limoneira) development.
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•
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We have partnered with an experienced and financially strong land developer for our East Area I residential master plan development.
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•
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Several of our agricultural and real estate investment properties are unique and carry longer-term development potential.
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•
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Our East Area II property has approximately 30 acres of land commercially zoned, which is adjacent to our East Area I property.
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•
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Acquire Additional Lemon Producing Properties
. To the extent attractive opportunities arise and our capital availability permits, we intend to consider the acquisition of additional lemon producing properties. In order to be considered, such properties would need to have certain characteristics to provide acceptable returns, such as an adequate source of water, a warm micro-climate and well-drained soils. We anticipate that the most attractive opportunities to acquire lemon producing properties will be in South America and in the San Joaquin Valley near our existing operations in Tulare County, California.
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•
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Expand our Sources of Lemon Supply.
Peak lemon production occurs at different times of the year depending on geographic region. In addition to our lemon production in California and Arizona and lemons we acquire from third-party growers, we have expanded our lemon supply sources to international markets such as Mexico, Chile and Argentina. Increases in lemons procured from third-party growers and international sources improve our ability to provide our customers with fresh lemons throughout the year.
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•
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Increase the Volume of our Lemon Packing Operations
. We regularly monitor our costs for redundancies and opportunities for cost reductions. In this regard, cost per carton is a function of throughput. We continually seek to acquire additional lemons from third-party growers to pack through our plants. Third-party growers are only added if we determine their fruit is of good quality and can be cost effective for both us and the grower. Of most importance is the overall fresh utilization rate for our fruit, which is directly related to quality.
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•
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Expand International Production and Marketing of Lemons
. We estimate that we currently have approximately 10% of the fresh lemon market in the United States and a larger share of the United States lemon export market. We intend to explore opportunities to expand our international production and marketing of lemons. We have the ability to supply a wide range of customers and markets and, because we produce high quality lemons, we can export our lemons to international customers, which many of our competitors are unable to supply.
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•
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Construction of a New Lemon Packinghouse
. Over the years, new machinery and equipment along with upgrades have been added to our original packinghouse and cold storage facilities. This, along with an aggressive and proactive maintenance program, has allowed us to operate an efficient, competitive lemon packing facility. A project to double the capacity and increase the efficiency of our lemon packing facilities became operational in fiscal year 2016. We expect that this project will ultimately increase fresh lemon processing capacity and lower packing costs by reducing labor and handling inputs.
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•
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Opportunistically Expand our Plantings of Oranges, Specialty Citrus and Other Crops
. Our plantings of oranges, specialty citrus and other crops have been profitable and have been pursued to diversify our product line. Agricultural land that we believe is not suitable for lemons is typically planted with oranges, specialty citrus or other crops. While we intend to expand our orange, specialty citrus and other crops, we expect to do so on an opportunistic basis in locations that we believe offer a record of historical profitability.
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•
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Opportunistically Expand our Plantings of Avocados
. We may opportunistically expand our plantings of avocados primarily because our profitability and cash flow realized from our avocados help to diversify our fruit production base.
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•
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Maintain and Grow our Relationship with Calavo
. Our alignment with and ownership stake in Calavo comprises our current marketing strategy for avocados. Calavo has expanded its sourcing into other regions of the world, including Mexico, Chile and Peru, which allows it to supply avocados to its retail and food service customers on a year-round basis. California avocados occupy a unique market window in the year-round supply chain and Calavo has experienced a general expansion of volume as consumption has grown. Thus, we intend to continue to have a strong and viable market for our California avocados as well as an equity participation in Calavo’s overall expansion and profitability.
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•
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Diversify our Agribusiness Portfolio with the Development of a Vineyard at Windfall Farms.
Our Windfall Farms property has approximately 500 acres suitable for vineyard development. During fiscal years 2014 and 2015, we planted approximately 200 acres of vineyards and an additional 100 acres in fiscal year 2017. We intend to continue to plant vineyards at the property up to the 500 suitable acres. We believe the vineyards are consistent with our agribusiness strategy and provide diversification to our crop production and operating results.
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•
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Secure Additional Rental and Housing Units
. Our housing, commercial and land rental operations provide us with a consistent, dependable source of cash flow that helps to fund our overall activities. Additionally, we believe our housing rental operation allows us to offer a unique benefit to our employees. We have built and leased
65
out of a total of
71
approved additional units through infill projects on existing sites and groupings of units on new sites within our owned acreage. We plan to build and lease the
6
additional remaining units in fiscal 2020.
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•
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Opportunistically Lease Land to Third-Party Crop Farmers
. We regularly monitor the profitability of our fruit-producing acreage to ensure acceptable per acre returns. When we determine that leasing the land to third-party row crop farmers would be more profitable than farming the land, we intend to seek third-party row crop tenants.
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•
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Opportunistically Expand our Income-Producing Commercial and Industrial Rental Assets
. We intend to redeploy our future financial gains to acquire additional income-producing real estate investments and agricultural properties.
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•
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Selectively and Responsibly Develop our Agricultural Land
. We recognize that long-term strategies are required for successful real estate development activities. We thus intend to maintain our position as a responsible agricultural landowner and major employer in Ventura County while focusing our real estate development activities on those agricultural land parcels that we believe offer the best opportunities to demonstrate our long-term vision for our community.
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•
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Opportunistically Increase our Real Estate Holdings
. We intend to redeploy our future financial gains to acquire additional income-producing real estate investments and agricultural properties.
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•
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Some of our competitors may have greater operating flexibility and, in certain cases, this may permit them to respond better or more quickly to changes in the industry or to introduce new products and packaging more quickly and with greater marketing support.
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•
|
We cannot predict the pricing or promotional actions of our competitors or whether those actions will have a negative effect on us.
|
|
•
|
the seasonality of our supplies and consumer demand;
|
|
•
|
the ability to process products during critical harvest periods; and
|
|
•
|
the timing and effects of ripening and perishability.
|
|
•
|
economic and competitive conditions;
|
|
•
|
changes in laws and regulations;
|
|
•
|
operating difficulties, increased operating costs or pricing pressures we may experience; and
|
|
•
|
delays in implementing any strategic projects.
|
|
•
|
incur additional indebtedness;
|
|
•
|
make certain investments or acquisitions;
|
|
•
|
create certain liens on our assets;
|
|
•
|
engage in certain types of transactions with affiliates;
|
|
•
|
merge, consolidate or transfer substantially all our assets; and
|
|
•
|
transfer and sell assets.
|
|
•
|
employment levels;
|
|
•
|
availability of financing;
|
|
•
|
interest rates;
|
|
•
|
consumer confidence;
|
|
•
|
demand for the developed product, whether residential or industrial;
|
|
•
|
supply of similar product, whether residential or industrial; and
|
|
•
|
local, state and federal government regulation, including eminent domain laws, which may result in taking for less compensation than the owner believes the property is worth.
|
|
•
|
Construction delays or cost overruns that may increase project costs;
|
|
•
|
Receipt of zoning, occupancy and other required governmental permits and authorizations;
|
|
•
|
Development costs incurred for projects that are not pursued to completion;
|
|
•
|
Earthquakes, hurricanes, floods, fires or other natural disasters that could adversely affect a project;
|
|
•
|
Defects in design or construction that may result in additional costs to remedy or require all or a portion of a property to be closed during the period required to rectify the situation;
|
|
•
|
Our ability to raise capital;
|
|
•
|
The impact of governmental assessments such as park fees or affordable housing requirements;
|
|
•
|
Governmental restrictions on the nature and size of a project or timing of completion; and
|
|
•
|
The potential lack of adequate building/construction capacity for large development projects.
|
|
•
|
the joint venture may not perform financially or operationally as expected;
|
|
•
|
land values, project costs, sales absorption or other assumptions included in the development plans may cause the joint venture’s operating results to be less than expected;
|
|
•
|
the joint venture may not be able to obtain project loans on acceptable terms;
|
|
•
|
the joint venture partners may not be able to provide capital to the joint venture in the event external financing or project cash flows are not sufficient to finance the joint venture’s operations;
|
|
•
|
the joint venture partners may not manage the project properly; and
|
|
•
|
disagreements could occur between the joint venture partners that could affect the operating results of the joint venture or could result in a sale of a partner’s interest or the joint venture at undesirable values.
|
|
•
|
natural risks, such as geological and soil problems, earthquakes, fire, heavy rains and flooding and heavy winds;
|
|
•
|
shortages of qualified trades people;
|
|
•
|
reliance on local contractors, who may be inadequately capitalized;
|
|
•
|
shortages of materials;
|
|
•
|
increases in the cost of certain materials; and
|
|
•
|
environmental remediation costs.
|
|
•
|
quarterly fluctuations in our operating results;
|
|
•
|
changes in investors’ and analysts’ perception of the business risks and conditions of our business;
|
|
•
|
our ability to meet the earnings estimates and other performance expectations of financial analysts or investors;
|
|
•
|
unfavorable commentary or downgrades of our stock by equity research analysts;
|
|
•
|
fluctuations in the stock prices of our peer companies or in stock markets in general; and
|
|
•
|
general economic or political conditions.
|
|
•
|
division of our board of directors into three classes, with each class serving a staggered three-year term;
|
|
•
|
removal of directors by stockholders by a supermajority of two-thirds of the outstanding shares;
|
|
•
|
ability of the board of directors to authorize the issuance of preferred stock in series without stockholder approval; and
|
|
•
|
prohibitions on our stockholders that prevent them from acting by written consent and limitations on calling special meetings.
|
|
Ranch Name
|
|
Acres
|
|
Book Value
|
|
Acquisition Date
|
|
Book Value
per Acre
|
|||||
|
Limoneira/Olivelands Ranch
|
|
1,700
|
|
|
$
|
767
|
|
|
1907, 1913, 1920
|
|
$
|
451
|
|
|
La Campana Ranch
|
|
300
|
|
|
758
|
|
|
1964
|
|
$
|
2,527
|
|
|
|
Orchard Farm Ranch
|
|
1,100
|
|
|
3,240
|
|
|
1990
|
|
$
|
2,945
|
|
|
|
Rancho La Cuesta Ranch
|
|
200
|
|
|
2,899
|
|
|
1994
|
|
$
|
14,495
|
|
|
|
Porterville Ranch
|
|
700
|
|
|
6,427
|
|
|
1997
|
|
$
|
9,181
|
|
|
|
Ducor Ranch
|
|
900
|
|
|
6,064
|
|
|
1997
|
|
$
|
6,738
|
|
|
|
Jencks Ranch
|
|
100
|
|
|
846
|
|
|
2007
|
|
$
|
8,460
|
|
|
|
Windfall Farms
|
|
700
|
|
|
16,162
|
|
|
2009
|
|
$
|
23,089
|
|
|
|
Stage Coach Ranch
|
|
100
|
|
|
603
|
|
|
2012
|
|
$
|
6,030
|
|
|
|
Martinez Ranch
|
|
200
|
|
|
1,363
|
|
|
2012
|
|
$
|
6,815
|
|
|
|
Associated Citrus Packers
|
|
1,300
|
|
|
15,035
|
|
|
2013
|
|
$
|
11,565
|
|
|
|
Lemons 400
|
|
800
|
|
|
5,180
|
|
|
2013
|
|
$
|
6,475
|
|
|
|
Sheldon Ranches
|
|
900
|
|
|
14,110
|
|
|
2016
|
|
$
|
15,678
|
|
|
|
Pan de Azucar
|
|
200
|
|
|
2,421
|
|
|
2017
|
|
$
|
12,105
|
|
|
|
San Pablo
|
|
3,300
|
|
|
8,208
|
|
|
2018
|
|
$
|
2,487
|
|
|
|
Santa Clara
|
|
1,200
|
|
|
8,600
|
|
|
2019
|
|
$
|
7,167
|
|
|
|
Other agribusiness land
|
|
400
|
|
|
1,296
|
|
|
various
|
|
$
|
3,240
|
|
|
|
|
|
14,100
|
|
|
$
|
93,979
|
|
|
|
|
|
|
|
|
|
Dividend
|
||
|
2019
|
|
||
|
Fourth Quarter Ended October 31, 2019
|
$
|
0.0750
|
|
|
Third Quarter Ended July 31, 2019
|
$
|
0.0750
|
|
|
Second Quarter Ended April 30, 2019
|
$
|
0.0750
|
|
|
First Quarter Ended January 31, 2019
|
$
|
0.0750
|
|
|
2018
|
|
||
|
Fourth Quarter Ended October 31, 2018
|
$
|
0.0625
|
|
|
Third Quarter Ended July 31, 2018
|
$
|
0.0625
|
|
|
Second Quarter Ended April 30, 2018
|
$
|
0.0625
|
|
|
First Quarter Ended January 31, 2018
|
$
|
0.0625
|
|
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs(2) |
|
Maximum Number
(or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(2) |
|||||
|
August 1, 2019 through August 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
September 1, 2019 through September 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
October 1, 2019 through October 31, 2019
|
|
16,573
|
|
|
$
|
18.98
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
16,573
|
|
|
|
|
—
|
|
|
—
|
|
||
|
|
Fiscal Years Ended October 31,
|
||||||||||||||||||
|
|
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 attributable to Limoneira Company
|
$
|
(5,943
|
)
|
|
$
|
20,188
|
|
|
$
|
6,595
|
|
|
$
|
8,058
|
|
|
$
|
7,082
|
|
|
Basic net (loss) income per common share
|
$
|
(0.37
|
)
|
|
$
|
1.26
|
|
|
$
|
0.42
|
|
|
$
|
0.52
|
|
|
$
|
0.46
|
|
|
Diluted net (loss) income per common 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
|
|
|
Convertible preferred stock
|
$
|
10,810
|
|
|
$
|
10,810
|
|
|
$
|
10,810
|
|
|
$
|
12,231
|
|
|
$
|
12,281
|
|
|
Cash dividends declared per share of common stock
|
$
|
0.30
|
|
|
$
|
0.25
|
|
|
$
|
0.22
|
|
|
$
|
0.20
|
|
|
$
|
0.18
|
|
|
|
Years Ended October 31,
|
|||||||||||||||||
|
|
2019
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|||||||
|
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Agribusiness
|
$
|
166,549
|
|
|
97%
|
|
$
|
124,344
|
|
|
96%
|
|
$
|
115,869
|
|
|
96%
|
|
|
Rental operations
|
4,849
|
|
|
3%
|
|
5,048
|
|
|
4%
|
|
5,440
|
|
|
4%
|
||||
|
Total net revenues
|
171,398
|
|
|
100%
|
|
129,392
|
|
|
100%
|
|
121,309
|
|
|
100%
|
||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Agribusiness
|
152,372
|
|
|
86%
|
|
98,083
|
|
|
83%
|
|
91,162
|
|
|
83%
|
||||
|
Rental operations
|
4,311
|
|
|
3%
|
|
4,085
|
|
|
3%
|
|
3,932
|
|
|
4%
|
||||
|
Real estate development
|
128
|
|
|
—
|
|
127
|
|
|
—
|
|
285
|
|
|
—
|
||||
|
Impairment of real estate development assets
|
—
|
|
|
—
|
|
1,558
|
|
|
1%
|
|
120
|
|
|
—
|
||||
|
Gain on sale of property
|
(1,069
|
)
|
|
(1)%
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
||||
|
Selling, general and administrative
|
21,170
|
|
|
12%
|
|
16,053
|
|
|
13%
|
|
13,947
|
|
|
13%
|
||||
|
Total costs and expenses
|
176,912
|
|
|
100%
|
|
119,906
|
|
|
100%
|
|
109,446
|
|
|
100%
|
||||
|
Operating (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Agribusiness
|
14,177
|
|
|
|
|
26,261
|
|
|
|
|
24,707
|
|
|
|
||||
|
Rental operations
|
538
|
|
|
|
|
963
|
|
|
|
|
1,508
|
|
|
|
||||
|
Real estate development
|
(128
|
)
|
|
|
|
(1,685
|
)
|
|
|
|
(405
|
)
|
|
|
||||
|
Gain on sale of property
|
1,069
|
|
|
|
|
—
|
|
|
|
|
—
|
|
1,069,000
|
|
|
|||
|
Selling, general and administrative
|
(21,170
|
)
|
|
|
|
(16,053
|
)
|
|
|
|
(13,947
|
)
|
|
|
||||
|
Operating (loss) income
|
(5,514
|
)
|
|
|
|
9,486
|
|
|
|
|
11,863
|
|
|
|
||||
|
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Interest expense, net
|
(2,134
|
)
|
|
|
|
(1,122
|
)
|
|
|
|
(1,778
|
)
|
|
|
||||
|
Equity in earnings of investments
|
3,073
|
|
|
|
|
583
|
|
|
|
|
49
|
|
|
|
||||
|
(Loss) gain on sale of stock in Calavo Growers, Inc.
|
(63
|
)
|
|
|
|
4,223
|
|
|
|
|
—
|
|
|
|
||||
|
Net unrealized loss on stock in Calavo Growers, Inc.
|
(2,054
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
|
Other income, net
|
129
|
|
|
|
|
313
|
|
|
|
|
492
|
|
|
|
||||
|
Total other (expense) income
|
(1,049
|
)
|
|
|
|
3,997
|
|
|
|
|
(1,237
|
)
|
|
|
||||
|
(Loss) income before income tax benefit (provision)
|
(6,563
|
)
|
|
|
|
13,483
|
|
|
|
|
10,626
|
|
|
|
||||
|
Income tax benefit (provision)
|
1,097
|
|
|
|
|
6,729
|
|
|
|
|
(4,077
|
)
|
|
|
||||
|
Net (loss) income
|
(5,466
|
)
|
|
|
|
20,212
|
|
|
|
|
6,549
|
|
|
|
||||
|
(Income) loss attributable to noncontrolling interest
|
(477
|
)
|
|
|
|
(24
|
)
|
|
|
|
46
|
|
|
|
||||
|
Net (loss) income attributable to Limoneira Company
|
$
|
(5,943
|
)
|
|
|
|
$
|
20,188
|
|
|
|
|
$
|
6,595
|
|
|
|
|
|
|
Years Ended October 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net (loss) income attributable to Limoneira Company
|
$
|
(5,943
|
)
|
|
$
|
20,188
|
|
|
$
|
6,595
|
|
|
Interest expense, net
|
2,134
|
|
|
1,122
|
|
|
1,778
|
|
|||
|
Income tax (benefit) provision
|
(1,097
|
)
|
|
(6,729
|
)
|
|
4,077
|
|
|||
|
Depreciation and amortization
|
8,633
|
|
|
7,275
|
|
|
6,467
|
|
|||
|
EBITDA
|
3,727
|
|
|
21,856
|
|
|
18,917
|
|
|||
|
Unrealized loss on stock in Calavo Growers, Inc.
|
2,054
|
|
|
—
|
|
|
—
|
|
|||
|
LLCB earnings in equity investments
|
(2,870
|
)
|
|
—
|
|
|
—
|
|
|||
|
Gain on sale of two property assets
|
(991
|
)
|
|
—
|
|
|
—
|
|
|||
|
Impairments of real estate development assets
|
—
|
|
|
1,558
|
|
|
120
|
|
|||
|
Adjusted EBITDA
|
$
|
1,920
|
|
|
$
|
23,414
|
|
|
$
|
19,037
|
|
|
|
Agribusiness Revenues for the Years Ended October 31,
|
||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||||
|
Lemons
|
$
|
149,971
|
|
|
$
|
103,830
|
|
|
$
|
46,141
|
|
|
44%
|
|
Avocados
|
5,391
|
|
|
6,576
|
|
|
(1,185
|
)
|
|
(18)%
|
|||
|
Navel and Valencia oranges
|
6,022
|
|
|
8,884
|
|
|
(2,862
|
)
|
|
(32)%
|
|||
|
Specialty citrus and other crops
|
5,165
|
|
|
5,054
|
|
|
111
|
|
|
2%
|
|||
|
Agribusiness revenues
|
$
|
166,549
|
|
|
$
|
124,344
|
|
|
$
|
42,205
|
|
|
34%
|
|
•
|
Lemons: The increase in fiscal year
2019
was primarily the result of higher volume partially offset by lower prices of fresh lemons sold compared to fiscal year
2018
. A portion of the increased revenue was the result of fresh lemon sales of
$14.7 million
by Trapani Fresh on
746,000
cartons of fresh lemons sold in fiscal year
2019
. During fiscal years
2019
and
2018
, fresh lemon sales were
$110.1 million
and
$83.9 million
, respectively, on
5.2 million
and
3.3 million
cartons of fresh lemons sold at average per carton prices of
$21.00
and
$25.42
, respectively. Lemon revenues in fiscal year
2019
included
$15.6 million
shipping and handling,
$10.8 million
lemon by-products and
$13.5 million
other lemon sales. Other lemon sales in fiscal year
2019
included
$2.9 million
of lemon sales in Chile by PDA and San Pablo and
$9.5 million
of brokered fruit sales, of which
$8.8 million
is due to the adoption of
FASB ASU 2014-19
. Lemon revenues in fiscal year
2018
included
$9.0 million
shipping and handling,
$4.4 million
lemon by-products and
$6.5 million
other lemon sales. Other lemon sales in fiscal year
2018
included
$2.3 million
of lemon sales in Chile by PDA and $1.1 million of commissions earned on
912,000
cartons of brokered fruit sales.
|
|
•
|
Avocados: The decrease in fiscal year
2019
was the result of lower volume partially offset by higher prices of avocados sold. The California avocado crop typically experiences alternating years of high and low production due to plant physiology. During fiscal years
2019
and
2018
,
1.8 million
and
6.3 million
pounds of avocados were sold, respectively, at average per pound prices of
$1.72
and
$1.04
, respectively. Higher prices in fiscal year
2019
were primarily related to lower supply of fruit in the marketplace. Fiscal year 2019 avocados revenues included approximately
$2.3 million
of crop insurance.
|
|
•
|
Navel and Valencia oranges: The decrease in fiscal year
2019
was primarily due to lower prices partially offset by higher volume of oranges sold. During fiscal years
2019
and
2018
, sales consisted of
907,000
and
712,000
40-pound carton equivalents of oranges sold at average per carton prices of
$6.64
and
$12.48
, respectively. Oranges revenues in fiscal year
2019
and
2018
include
$0.3 million
of orange sales in Chile.
|
|
•
|
Specialty citrus and other crops: The slight increase in fiscal year
2019
was primarily the result of higher volume of wine grapes and pistachios sold offset by lower specialty citrus revenues compared to fiscal year
2018
. In fiscal year
2019
, we sold
|
|
|
Agribusiness Costs and Expenses for the Years Ended October 31,
|
||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||||
|
Packing costs
|
$
|
41,018
|
|
|
$
|
23,071
|
|
|
$
|
17,947
|
|
|
78%
|
|
Harvest costs
|
19,272
|
|
|
13,512
|
|
|
5,760
|
|
|
43%
|
|||
|
Growing costs
|
26,962
|
|
|
23,523
|
|
|
3,439
|
|
|
15%
|
|||
|
Third-party grower costs
|
57,497
|
|
|
31,733
|
|
|
25,764
|
|
|
81%
|
|||
|
Depreciation
|
7,623
|
|
|
6,244
|
|
|
1,379
|
|
|
22%
|
|||
|
Agribusiness costs and expenses
|
$
|
152,372
|
|
|
$
|
98,083
|
|
|
$
|
54,289
|
|
|
55%
|
|
•
|
Packing costs: Packing costs consist of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies and facility operating costs. Lemon packing costs were
$37.7 million
and
$21.4 million
in fiscal years
2019
and
2018
, respectively. The increase in fiscal year
2019
was primarily attributable to higher average per carton costs and higher volume of fresh lemons packed and sold compared to fiscal year
2018
. In fiscal year
2019
, we packed and sold
5.2 million
cartons of lemons at average per carton costs of
$7.20
compared to
3.3 million
cartons of lemons sold at average per carton costs of
$6.48
in fiscal year
2018
. The increase in average per carton costs in fiscal year
2019
compared to fiscal year
2018
is primarily due to increased volume of lemon by-products and
$5.8 million
of operating costs incurred at the Oxnard Lemon facility. Additionally, packing costs include
$3.2 million
of shipping costs in fiscal year
2019
compared to
$1.7 million
in fiscal year
2018
.
|
|
•
|
Harvest costs: The increase in fiscal year
2019
was primarily attributable to increased volume of lemons and Navel oranges and specialty citrus harvested partially offset by decreased volume of avocados harvested compared to fiscal year
2018
.
|
|
•
|
Growing costs: Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation. The increase in fiscal year
2019
is primarily due to net increased costs for fertilization and soil amendments and pruning in addition to San Pablo and Trapani Fresh growing costs compared to the same period in fiscal year
2018
. These net increases reflect farm management decisions based on weather, harvest timing and crop conditions.
|
|
•
|
Third-party grower costs: We sell lemons that we grow and lemons that we procure from other growers. The cost of procuring lemons from other growers is referred to as third-party grower costs. The increase is primarily due to higher volume of third-party grower lemons sold. Of the
5.2 million
and
3.3 million
cartons sold during fiscal years
2019
and
2018
, respectively,
3.1 million
(
60%
) and
1.5 million
(
45%
) were procured from third-party growers at average per carton prices of
$15.52
and
$20.89
, respectively. Additionally, in fiscal year
2019
we incurred
$9.0 million
of costs for purchased, packed fruit for resale compared to
$0.4 million
in fiscal year
2018
.
|
|
•
|
Depreciation expense in fiscal year
2019
was
$1.4 million
higher than fiscal year
2018
primarily due to the acquisitions of San Pablo, Oxnard Lemon and Trapani Fresh and an increase in assets placed into service.
|
|
•
|
$3.2 million
in Trapani Fresh selling, general and administrative expenses;
|
|
•
|
$0.8 million
increase in legal, consulting and other administrative expenses primarily associated with our acquisition of Trapani Fresh in May 2019;
|
|
•
|
$0.4 million
increase in lemon selling expenses primarily due to an increase in personnel; and
|
|
•
|
$0.7 million
increase in other selling, general and administrative expenses, including certain corporate overhead expenses.
|
|
•
|
$1.0 million
increase in interest expense as a result of higher debt;
|
|
•
|
$2.5 million
increase in equity in earnings of investments primarily from LLCB;
|
|
•
|
$4.3 million
decrease in the gain on sales of stock in Calavo; and
|
|
•
|
$2.1 million
in unrealized loss on stock in Calavo in fiscal year 2019.
|
|
|
Agribusiness Revenues for the Years Ended October 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||||
|
Lemons
|
$
|
103,830
|
|
|
$
|
94,199
|
|
|
$
|
9,631
|
|
|
10%
|
|
Avocados
|
6,576
|
|
|
9,522
|
|
|
(2,946
|
)
|
|
(31)%
|
|||
|
Navel and Valencia oranges
|
8,884
|
|
|
7,099
|
|
|
1,785
|
|
|
25%
|
|||
|
Specialty citrus and other crops
|
5,054
|
|
|
5,049
|
|
|
5
|
|
|
—%
|
|||
|
Agribusiness revenues
|
$
|
124,344
|
|
|
$
|
115,869
|
|
|
$
|
8,475
|
|
|
7%
|
|
•
|
Lemons: The increase in fiscal year 2018 was primarily the result of higher prices and volume of fresh lemons sold compared to fiscal year 2017. During fiscal years 2018 and 2017, fresh lemon sales were $83.9 million and $76.5 million, respectively, on 3.3 million and 3.2 million cartons of fresh lemons sold at average per carton prices of $25.42 and $23.91, respectively.
|
|
•
|
Avocados: The decrease in fiscal year 2018 was primarily due to lower prices. The California avocado crop typically experiences alternating years of high and low production due to plant physiology. During fiscal years 2018 and 2017, 6.3 million pounds of avocados were sold each year at average per pound prices of $1.04 and $1.51, respectively. Lower prices in fiscal year 2018 are the result of higher supply of imported fruit in the marketplace.
|
|
•
|
Navel and Valencia oranges: The increase in fiscal year 2018 was primarily due to higher prices for oranges sold partially offset by lower volume. During fiscal years 2018 and 2017, orange sales were $8.9 million and $7.1 million, respectively, on 712,000 and 893,000 40-pound carton equivalents of oranges sold at average per carton prices of $12.48 and $7.95, respectively. Orange revenues in fiscal year 2018 and 2017 include $0.5 million and $0.3 million, respectively, of orange sales in Chile.
|
|
•
|
Specialty citrus and other crops: The slight increase in fiscal year 2018 was primarily the result of higher specialty citrus revenues offset by lower volume of pistachios and wine grapes sold compared to fiscal year 2017. In fiscal year 2018, we sold approximately 600 tons of wine grapes for $0.9 million compared to approximately 800 tons of wine grapes for $1.2 million in fiscal year 2017.
|
|
|
Agribusiness Costs and Expenses for the Years Ended October 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||||
|
Packing costs
|
$
|
23,071
|
|
|
$
|
23,778
|
|
|
$
|
(707
|
)
|
|
(3)%
|
|
Harvest costs
|
13,512
|
|
|
13,717
|
|
|
(205
|
)
|
|
(1)%
|
|||
|
Growing costs
|
23,523
|
|
|
21,345
|
|
|
2,178
|
|
|
10%
|
|||
|
Third-party grower costs
|
31,733
|
|
|
26,833
|
|
|
4,900
|
|
|
18%
|
|||
|
Depreciation
|
6,244
|
|
|
5,489
|
|
|
755
|
|
|
14%
|
|||
|
Agribusiness costs and expenses
|
$
|
98,083
|
|
|
$
|
91,162
|
|
|
$
|
6,921
|
|
|
8%
|
|
•
|
Packing costs: Packing costs consist of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies and facility operating costs. Lemon packing costs were $21.4 million and $21.6 million in fiscal years 2018 and 2017, respectively. The decrease in fiscal year 2018 was primarily attributable to lower average per carton costs partially offset by higher volume of fresh lemons packed and sold compared to fiscal year 2017. In fiscal year 2018, we packed and sold 3.3 million cartons of lemons at average per carton costs of $6.48 compared to 3.2 million cartons of lemons sold at average per carton costs of $6.75 in fiscal year 2017. Additionally, packing costs include $1.7 million of shipping costs in fiscal year 2018 compared to $1.3 million in fiscal year 2017. Further, in fiscal year 2017 we incurred $2.2 million of packing service charges from an independent packinghouse to have a portion of our oranges and specialty citrus packed in Limoneira branded cartons.
|
|
•
|
Harvest costs: The decrease in fiscal year 2018 was primarily attributable to decreased volume of Navel oranges and specialty citrus harvested partially offset by increased volume of lemons harvested compared to fiscal year 2017.
|
|
•
|
Growing costs: Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation. The increase in fiscal year 2018 is primarily due to net increased costs of $2.2 million for cultivation, fertilization and soil amendments, and irrigation plus San Pablo growing costs compared to the same period in fiscal year 2017. These net increases reflect farm management decisions based on weather, harvest timing and crop conditions.
|
|
•
|
Third-party grower costs: We sell lemons that we grow and lemons that we procure from other growers. The cost of procuring lemons from other growers is referred to as third-party grower costs. The increase is primarily due to higher price and volume of third-party grower lemons sold. Of the 3.3 million and 3.2 million cartons sold during fiscal years 2018 and 2017, respectively, 1.5 million (45%) and 1.4 million (44%) were procured from third-party growers at average per carton prices of $20.89 and $19.02, respectively. Additionally, in fiscal year 2018 we incurred $0.4 million of costs for purchased, packed fruit for resale compared to $0.2 million in fiscal year 2017.
|
|
•
|
Depreciation expense in fiscal year 2018 was $0.8 million higher than fiscal year 2017 primarily due to the acquisitions of San Pablo and Oxnard Lemon and an increase in assets placed into service.
|
|
•
|
$0.5 million increase in legal, consulting and other administrative expenses primarily associated with our acquisitions in July 2018;
|
|
•
|
$0.5 million increase in administrative salaries, benefits and incentive compensation;
|
|
•
|
$0.4 million net increase in lemon selling expenses primarily due to an increase in personnel; and
|
|
•
|
$0.7 million net increase in other selling, general and administrative expenses, including certain corporate overhead expenses.
|
|
•
|
$0.7 million decrease in net interest expense as a result of lower debt levels;
|
|
•
|
$0.5 million increase in equity in earnings of investments primarily from Limco Del Mar, Ltd. and Rosales; and
|
|
•
|
$4.2 million gain on the sales of stock in Calavo in fiscal year 2018.
|
|
|
Fresh
Lemons
(1)
|
|
Lemon
Packing
|
|
Eliminations
|
|
Avocados
|
|
Other
Agribusiness
|
|
Total
Agribusiness
|
|
Rental
Operations
|
|
Real Estate
Development
|
|
Corporate
and Other
|
|
Total
|
||||||||||||||||||||
|
Revenues from external customers
|
$
|
134,342
|
|
|
$
|
15,629
|
|
|
$
|
—
|
|
|
$
|
5,391
|
|
|
$
|
11,187
|
|
|
$
|
166,549
|
|
|
$
|
4,849
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
171,398
|
|
|
Intersegment revenues
|
—
|
|
|
30,073
|
|
|
(30,073
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
Total net revenues
|
134,342
|
|
|
45,702
|
|
|
(30,073
|
)
|
|
5,391
|
|
|
11,187
|
|
|
166,549
|
|
|
4,849
|
|
|
—
|
|
|
—
|
|
|
171,398
|
|
||||||||||
|
Costs and expenses
|
120,998
|
|
|
37,639
|
|
|
(30,073
|
)
|
|
3,150
|
|
|
13,035
|
|
|
144,749
|
|
|
3,552
|
|
|
128
|
|
|
19,850
|
|
|
168,279
|
|
||||||||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,623
|
|
|
759
|
|
|
—
|
|
|
251
|
|
|
8,633
|
|
||||||||||
|
Operating income (loss)
|
$
|
13,344
|
|
|
$
|
8,063
|
|
|
$
|
—
|
|
|
$
|
2,241
|
|
|
$
|
(1,848
|
)
|
|
$
|
14,177
|
|
|
$
|
538
|
|
|
$
|
(128
|
)
|
|
$
|
(20,101
|
)
|
|
$
|
(5,514
|
)
|
|
|
Fresh
Lemons
|
|
Lemon
Packing
|
|
Eliminations
|
|
Avocados
|
|
Other
Agribusiness
|
|
Total
Agribusiness
|
|
Rental
Operations
|
|
Real Estate
Development
|
|
Corporate
and Other
|
|
Total
|
||||||||||||||||||||
|
Revenues from external customers
|
$
|
94,840
|
|
|
$
|
8,990
|
|
|
$
|
—
|
|
|
$
|
6,576
|
|
|
$
|
13,938
|
|
|
$
|
124,344
|
|
|
$
|
5,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129,392
|
|
|
Intersegment revenues
|
—
|
|
|
19,971
|
|
|
(19,971
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
Total net revenues
|
94,840
|
|
|
28,961
|
|
|
(19,971
|
)
|
|
6,576
|
|
|
13,938
|
|
|
124,344
|
|
|
5,048
|
|
|
—
|
|
|
|
|
129,392
|
|
|||||||||||
|
Costs and expenses
|
74,809
|
|
|
23,071
|
|
|
(19,971
|
)
|
|
4,399
|
|
|
9,531
|
|
|
91,839
|
|
|
3,307
|
|
|
1,685
|
|
|
15,800
|
|
|
112,631
|
|
||||||||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,244
|
|
|
778
|
|
|
—
|
|
|
253
|
|
|
7,275
|
|
||||||||||
|
Operating income
|
$
|
20,031
|
|
|
$
|
5,890
|
|
|
$
|
—
|
|
|
$
|
2,177
|
|
|
$
|
4,407
|
|
|
$
|
26,261
|
|
|
$
|
963
|
|
|
$
|
(1,685
|
)
|
|
$
|
(16,053
|
)
|
|
$
|
9,486
|
|
|
|
Fresh
Lemons
|
|
Lemon
Packing
|
|
Eliminations
|
|
Avocados
|
|
Other
Agribusiness
|
|
Total
Agribusiness
|
|
Rental
Operations
|
|
Real Estate
Development
|
|
Corporate
and Other
|
|
Total
|
||||||||||||||||||||
|
Revenues from external customers
|
$
|
85,439
|
|
|
$
|
8,760
|
|
|
$
|
—
|
|
|
$
|
9,522
|
|
|
$
|
12,148
|
|
|
$
|
115,869
|
|
|
$
|
5,440
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
121,309
|
|
|
Intersegment revenues
|
—
|
|
|
19,156
|
|
|
(19,156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
Total net revenues
|
85,439
|
|
|
27,916
|
|
|
(19,156
|
)
|
|
9,522
|
|
|
12,148
|
|
|
115,869
|
|
|
5,440
|
|
|
—
|
|
|
|
|
121,309
|
|
|||||||||||
|
Costs and expenses
|
67,414
|
|
|
21,567
|
|
|
(19,156
|
)
|
|
4,136
|
|
|
11,712
|
|
|
85,673
|
|
|
3,170
|
|
|
405
|
|
|
13,731
|
|
|
102,979
|
|
||||||||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,489
|
|
|
762
|
|
|
—
|
|
|
216
|
|
|
6,467
|
|
||||||||||
|
Operating income
|
$
|
18,025
|
|
|
$
|
6,349
|
|
|
$
|
—
|
|
|
$
|
5,386
|
|
|
$
|
436
|
|
|
$
|
24,707
|
|
|
$
|
1,508
|
|
|
$
|
(405
|
)
|
|
$
|
(13,947
|
)
|
|
$
|
11,863
|
|
|
•
|
Harvest costs for fiscal year
2019
were
$5.6 million
higher than fiscal year
2018
.
|
|
•
|
Growing costs for fiscal year
2019
were
$1.3 million
higher than fiscal year
2018
.
|
|
•
|
Third-party grower costs for fiscal year
2019
were
$25.8 million
higher than fiscal year
2018
.
|
|
•
|
Transportation costs for fiscal year
2019
were $3.3 million higher than fiscal year
2018
.
|
|
•
|
Intersegment costs and expenses for fiscal year
2019
were
$10.1 million
higher than fiscal year
2018
.
|
|
•
|
Avocado harvest costs for fiscal year
2019
were
$0.8 million
lower than fiscal year
2018
.
|
|
•
|
Growing costs for fiscal year
2019
were
$0.5 million
lower than fiscal year
2018
.
|
|
•
|
Navel and Valencia orange revenue in fiscal year
2019
was
$2.9 million
lower than fiscal year
2018
.
|
|
•
|
Specialty citrus and other crop revenue for fiscal year
2019
was
$0.1 million
higher than fiscal year
2018
.
|
|
•
|
Harvest costs for fiscal year
2019
were
$0.6 million
higher than fiscal year
2018
.
|
|
•
|
Growing costs for fiscal year
2019
were
$2.9 million
higher than fiscal year
2018
.
|
|
•
|
Harvest costs for fiscal year 2018 were $0.2 million higher than fiscal year 2017.
|
|
•
|
Growing costs for fiscal year 2018 were $1.5 million higher than fiscal year 2017.
|
|
•
|
Third-party grower costs for fiscal year 2018 were $4.9 million higher than fiscal year 2017.
|
|
•
|
Intersegment costs and expenses for fiscal year 2018 were $0.8 million higher than fiscal year 2017.
|
|
•
|
Avocado harvest costs for fiscal year 2018 were similar to fiscal year 2017.
|
|
•
|
Growing costs for fiscal year 2018 were $0.3 million higher than fiscal year 2017.
|
|
•
|
Navel and Valencia orange revenue in fiscal year 2018 was $1.8 million higher than in fiscal year 2017.
|
|
•
|
Specialty citrus and other crop revenue for fiscal year 2018 was similar to fiscal year 2017.
|
|
•
|
Orange and specialty citrus packing service charges for fiscal year 2018 were zero compared to $2.2 million in fiscal year 2017. In fiscal year 2017, we contracted with an independent packinghouse to pack a portion of our oranges and specialty citrus in Limoneira branded cartons.
|
|
•
|
Harvest costs for fiscal year 2018 were $0.4 million lower than fiscal year 2017.
|
|
•
|
Growing costs for fiscal year 2018 were $0.4 million higher than fiscal year 2017.
|
|
|
Three Months Ended 2019
|
||||||||||||||
|
Statement of Operations Data:
|
Oct. 31,
|
|
Jul. 31,
|
|
Apr. 30,
|
|
Jan. 31,
|
||||||||
|
Revenues
|
$
|
36,476
|
|
|
$
|
50,869
|
|
|
$
|
42,035
|
|
|
$
|
42,018
|
|
|
Costs and expenses
|
40,083
|
|
|
48,751
|
|
|
43,040
|
|
|
45,038
|
|
||||
|
Operating (loss) income
|
(3,607
|
)
|
|
2,118
|
|
|
(1,005
|
)
|
|
(3,020
|
)
|
||||
|
Other (loss) income, net
|
(487
|
)
|
|
(2,054
|
)
|
|
4,909
|
|
|
(3,417
|
)
|
||||
|
(Loss) income before income tax benefit (provision)
|
(4,094
|
)
|
|
64
|
|
|
3,904
|
|
|
(6,437
|
)
|
||||
|
Income tax benefit (provision)
|
881
|
|
|
(461
|
)
|
|
(1,084
|
)
|
|
1,761
|
|
||||
|
Net (loss) income
|
(3,213
|
)
|
|
(397
|
)
|
|
2,820
|
|
|
(4,676
|
)
|
||||
|
Loss (income) attributable to noncontrolling interest
|
138
|
|
|
(593
|
)
|
|
(5
|
)
|
|
(17
|
)
|
||||
|
Net (loss) income attributable to Limoneira Company
|
$
|
(3,075
|
)
|
|
$
|
(990
|
)
|
|
$
|
2,815
|
|
|
$
|
(4,693
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net (loss) income per common share:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
(0.18
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.28
|
)
|
|
Diluted
|
$
|
(0.18
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.28
|
)
|
|
Number of shares used in per common share computations:
|
|
|
|
|
|
|
|||||||||
|
Basic
|
17,597
|
|
|
17,554
|
|
|
17,554
|
|
|
17,488
|
|
||||
|
Diluted
|
17,597
|
|
|
17,554
|
|
|
18,225
|
|
|
17,488
|
|
||||
|
|
Three Months Ended 2018
|
||||||||||||||
|
Statement of Operations Data:
|
Oct. 31,
|
|
Jul. 31,
|
|
Apr. 30,
|
|
Jan. 31,
|
||||||||
|
Revenues
|
$
|
14,714
|
|
|
$
|
39,950
|
|
|
$
|
43,135
|
|
|
$
|
31,593
|
|
|
Costs and expenses
|
24,295
|
|
|
28,525
|
|
|
33,755
|
|
|
33,331
|
|
||||
|
Operating (loss) income
|
(9,581
|
)
|
|
11,425
|
|
|
9,380
|
|
|
(1,738
|
)
|
||||
|
Other income (loss), net
|
4,728
|
|
|
(111
|
)
|
|
(394
|
)
|
|
(226
|
)
|
||||
|
(Loss) income before income tax benefit (provision)
|
(4,853
|
)
|
|
11,314
|
|
|
8,986
|
|
|
(1,964
|
)
|
||||
|
Income tax benefit (provision)
|
1,636
|
|
|
(3,114
|
)
|
|
(2,380
|
)
|
|
10,587
|
|
||||
|
Net (loss) income
|
(3,217
|
)
|
|
8,200
|
|
|
6,606
|
|
|
8,623
|
|
||||
|
(Income) loss attributable to noncontrolling interest
|
(20)
|
|
|
1
|
|
|
(7)
|
|
|
2
|
|
||||
|
Net (loss) income attributable to Limoneira Company
|
$
|
(3,237
|
)
|
|
$
|
8,201
|
|
|
$
|
6,599
|
|
|
$
|
8,625
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net (loss) income per common share:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
(0.19
|
)
|
|
0.51
|
|
|
0.45
|
|
|
0.59
|
|
||||
|
Diluted
|
(0.19
|
)
|
|
0.50
|
|
|
0.44
|
|
|
0.58
|
|
||||
|
Number of shares used in per common share computations:
|
|
|
|
|
|
|
|||||||||
|
Basic
|
17,528
|
|
|
15,947
|
|
|
14,379
|
|
|
14,466
|
|
||||
|
Diluted
|
17,528
|
|
|
16,551
|
|
|
15,023
|
|
|
14,984
|
|
||||
|
•
|
Total revenues
increased
$21.8 million
in the three months ended
October 31, 2019
compared to the three months ended
October 31, 2018
primarily due to increased lemon and orange crop revenues of
$16.9 million
and
$1.9 million
, respectively, in addition to
$2.3 million
in avocado crop insurance revenue. During the fourth quarter of fiscal year
2019
, we sold
793,000
cartons of fresh lemons, including
498,000
cartons procured from third-party growers, at an average per carton price of
$21.46
, compared to
239,000
cartons of fresh lemons, including
150,000
cartons procured from third party growers, at an average per carton price of
$29.71
in the fourth quarter of fiscal year
2018
. The increase in orange revenues in the fourth quarter of fiscal year
2019
compared to the fourth quarter of fiscal year
2018
was primarily due to higher brokered fruit sales.
|
|
•
|
Total costs and expenses
increased
$15.8 million
in the three months ended
October 31, 2019
compared to the three months ended
October 31, 2018
primarily due to increases in agribusiness costs of
$16.2 million
. The increase in agribusiness costs is primarily due to increased third-party grower, packinghouse and harvest costs and expenses of
$10.1 million
,
$3.9 million
and
$1.9 million
, respectively. These costs increased primarily due to higher volume of lemon cartons packed and sold and the acquisitions of Oxnard Lemon and Trapani Fresh.
|
|
•
|
Total other income
decreased
$5.2 million
in the three months ended
October 31, 2019
compared to the three months ended
October 31, 2018
primarily due to the $4.2 million gain on the sale of stock in Calavo in fiscal year 2018.
|
|
•
|
Income tax benefit
decreased
$0.8 million
in the three months ended
October 31, 2019
compared to the three months ended
October 31, 2018
primarily due to the
decrease
in pre-tax loss of
$0.8 million
.
|
|
•
|
Net (loss) income was
$(5.5) million
,
$20.2 million
and
$6.5 million
for fiscal years
2019
,
2018
and
2017
, respectively. The components of net income in fiscal year
2019
compared to fiscal year
2018
consist of a decrease in operating income of
$15.0 million
, an increase in total other expense of
$5.0 million
and a decrease in income tax benefit of
$5.6 million
. The components of net income in fiscal year 2018 compared to fiscal year 2017 consist of a decrease in operating income of $2.3 million, an increase in total other income of $5.2 million and an increase in income tax benefit of $10.8 million.
|
|
•
|
The adjustments to reconcile net (loss) income to net cash provided from operating activities provided $7.8 million of cash in fiscal year 2019 compared to using $1.4 million of cash in fiscal year 2018 primarily due to an increase in gain from disposals of assets, a decrease in deferred taxes, a decrease in loss on sale of stock in Calavo and an increase in unrealized loss on stock in Calavo. The adjustments to reconcile net income to net cash provided from operating activities used $1.4 million in cash in fiscal year 2018 compared to providing $11.2 million of cash in fiscal year 2017 primarily due to a decrease in deferred taxes and an increase in loss on sale of stock in Calavo.
|
|
•
|
The changes in operating assets and liabilities, net of business combinations used $1.0 million of operating cash in fiscal year 2019 compared to using $0.4 million of operating cash in fiscal year 2018, primarily due to a decrease in cultural costs, an increase in prepaid expenses and other current assets, a net increase in accounts and growers payable and a decrease in accrued liabilities. The changes in operating assets and liabilities, net of business combinations used $0.4 million of operating cash in fiscal year 2018 compared to providing $0.7 million of operating cash in fiscal year 2017, primarily due to an increase in accounts receivable, an increase in cultural costs, an increase in income taxes receivable and an increase in accrued liabilities.
|
|
•
|
Capital expenditures for fiscal year 2019 were comprised of $14.1 million for property, plant and equipment primarily related to orchard and vineyard development and the purchase of a photovoltaic solar array and $1.8 million for real estate development projects. Additionally, in fiscal year 2019, we purchased an agriculture property for $0.4 million, contributed $4.0 million to the Joint Venture for the development of our East Area I real estate development project and paid $15.0 million for the Trapani Fresh joint venture formation in Argentina. Further, we sold 50,000 shares of stock in Calavo for $4.8 million and sold property assets and a real estate development parcel for $4.0 million and $2.9 million, respectively.
|
|
•
|
Capital expenditures for fiscal year 2018 were comprised of $12.2 million for property, plant and equipment primarily related to orchard and vineyard development and $1.7 million for real estate development projects. Additionally, in fiscal year 2018, we purchased San Pablo for $13.1 million, Oxnard Lemon for $25.0 million, a real estate development parcel for $1.4 million and contributed $3.5 million to the Joint Venture for the development of our East Area I real estate development project. Further, we sold 50,000 shares of stock in Calavo for $4.7 million and a real estate development parcel for $1.5 million.
|
|
•
|
Capital expenditures for fiscal year 2017 were comprised of $11.6 million for property, plant and equipment primarily related to orchard and vineyard development and $1.3 million for real estate development projects. Additionally, in fiscal year 2017, we purchased PDA for $5.7 million and contributed $7.5 million to the Joint Venture for the development of our East Area I real estate development project.
|
|
•
|
The
$22.4 million
of cash provided by financing activities for fiscal year
2019
is primarily comprised of net borrowings of long-term debt in the amount of
$28.9 million
. Additionally, we paid common and preferred dividends, in aggregate, of
$5.8 million
in fiscal year
2019
.
|
|
•
|
The $32.5 million of cash provided by financing activities for fiscal year 2018 is primarily comprised of net proceeds from our public offering of common stock of $64.1 million partially offset by net repayments of long-term debt in the amount of $26.4 million. Additionally, we paid common and preferred dividends, in aggregate, of $4.5 million in fiscal year 2018.
|
|
•
|
The $8.4 million of cash provided by financing activities for fiscal year 2017 is primarily comprised of net borrowings of long-term debt in the amount of $12.5 million partially offset by common and preferred dividends, in aggregate, of $3.7 million in fiscal year 2017.
|
|
•
|
Term Loan Maturing November 2022.
As of
October 31, 2019
, we had
$2.0 million
outstanding under the Farm Credit West Term Loan that matures in November 2022. On October 1, 2019, the term loan was converted to a fixed rate of
3.76%
and is payable in quarterly installments through November 2022. This term loan is secured by certain of our agricultural properties.
|
|
•
|
Term Loan Maturing October 2035.
As of
October 31, 2019
, Windfall had
$1.1 million
outstanding under the Farm Credit West Term Loan that matures in October 2035. On October 1, 2019, the term loan was converted to a fixed rate of
4.14%
and is payable in monthly installments through October 2035. This term loan is secured by the Windfall Farms property.
|
|
•
|
Term Loan Maturing March 2036.
As of
October 31, 2019
, we had
$8.8 million
outstanding under the Farm Credit West Term Loan that matures in March 2036. On October 1, 2019, the term loan was converted to a fixed rate of
4.17%
and is payable in monthly installments through March 2036. This term loan is secured by certain of our agricultural properties.
|
|
•
|
Term Loan Maturing March 2036.
As of
October 31, 2019
, we had
$6.5 million
outstanding under the Farm Credit West Term Loan that matures in March 2036. This loan bears interest at a fixed rate of
3.62%
until March 2021, becoming variable for the remainder of the loan at a variable rate equal to an internally calculated rate based on Farm Credit West’s internal monthly operations and their cost of funds and generally follows the changes in the 90-day treasury rates in increments divisible by 0.25%. This term loan is payable in monthly installments through March 2036 and is secured by certain of our agricultural properties.
|
|
|
Payments due by Period
|
||||||||||||||||||
|
|
Total
|
|
< 1 year
|
|
1-3 years
|
|
3-5 years
|
|
5+ years
|
||||||||||
|
Fixed rate debt (principal)
|
$
|
64,799
|
|
|
$
|
3,023
|
|
|
$
|
46,200
|
|
|
$
|
2,534
|
|
|
$
|
13,042
|
|
|
Variable rate debt (principal)
|
44,278
|
|
|
—
|
|
|
42,843
|
|
|
1,435
|
|
|
—
|
|
|||||
|
Operating lease obligations
|
3,141
|
|
|
688
|
|
|
783
|
|
|
288
|
|
|
1,382
|
|
|||||
|
Other
|
1,029
|
|
|
325
|
|
|
650
|
|
|
54
|
|
|
—
|
|
|||||
|
Total contractual obligations
|
$
|
113,247
|
|
|
$
|
4,036
|
|
|
$
|
90,476
|
|
|
$
|
4,311
|
|
|
$
|
14,424
|
|
|
Interest payments on fixed and variable rate debt
|
$
|
20,238
|
|
|
$
|
4,650
|
|
|
$
|
9,043
|
|
|
$
|
1,450
|
|
|
$
|
5,095
|
|
|
•
|
Identify the contract(s) with a customer.
|
|
•
|
Identify the performance obligations in the contract.
|
|
•
|
Determine the transaction price.
|
|
•
|
Allocate the transaction price to the performance obligations in the contract.
|
|
•
|
Recognize revenue when (or as) the entity satisfies a performance obligation.
|
|
Management’s Report on Internal Control over Financial Reporting
|
|
|
Reports of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
|
|
|
Reports of Independent Registered Public Accounting Firms
|
|
|
Consolidated Financial Statements of Limoneira Company
|
|
|
Consolidated Balance Sheets at October 31, 2019 and 2018
|
|
|
Consolidated Statements of Operations for the years ended October 31, 2019, 2018 and 2017
|
|
|
Consolidated Statements of Comprehensive (Loss) Income for the years ended October 31, 2019, 2018 and 2017
|
|
|
Consolidated Statements of Stockholders’ Equity and Temporary Equity for the years ended October 31, 2019, 2018 and 2017
|
|
|
Consolidated Statements of Cash Flows for the years ended October 31, 2019, 2018 and 2017
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Harold S. Edwards
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Mark Palamountain
|
|
|
Chief Financial Officer, Treasurer and Corporate Secretary
|
|
|
|
/s/ Deloitte & Touche LLP
|
|
|
|
/s/ Deloitte & Touche LLP
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
|
|
October 31,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
Assets
|
|
|
|
|
|
|
||
|
Current assets:
|
|
|
|
|
|
|
||
|
Cash
|
|
$
|
616
|
|
|
$
|
609
|
|
|
Accounts receivable, net
|
|
18,099
|
|
|
14,116
|
|
||
|
Cultural costs
|
|
7,223
|
|
|
5,413
|
|
||
|
Prepaid expenses and other current assets
|
|
8,153
|
|
|
10,528
|
|
||
|
Income taxes receivable
|
|
979
|
|
|
378
|
|
||
|
Total current assets
|
|
35,070
|
|
|
31,044
|
|
||
|
|
|
|
|
|
||||
|
Property, plant and equipment, net
|
|
248,114
|
|
|
225,681
|
|
||
|
Real estate development
|
|
17,602
|
|
|
107,162
|
|
||
|
Equity in investments
|
|
58,223
|
|
|
18,698
|
|
||
|
Investment in Calavo Growers, Inc.
|
|
17,346
|
|
|
24,250
|
|
||
|
Goodwill
|
|
1,839
|
|
|
1,431
|
|
||
|
Other intangible assets, net
|
|
12,407
|
|
|
6,225
|
|
||
|
Other assets
|
|
9,266
|
|
|
6,848
|
|
||
|
Total assets
|
|
$
|
399,867
|
|
|
$
|
421,339
|
|
|
|
|
|
|
|
||||
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
|
||||
|
Accounts payable
|
|
$
|
4,974
|
|
|
$
|
6,134
|
|
|
Growers payable
|
|
14,500
|
|
|
10,089
|
|
||
|
Accrued liabilities
|
|
9,167
|
|
|
7,724
|
|
||
|
Current portion of long-term debt
|
|
3,023
|
|
|
3,127
|
|
||
|
Total current liabilities
|
|
31,664
|
|
|
27,074
|
|
||
|
Long-term liabilities:
|
|
|
|
|
||||
|
Long-term debt, less current portion
|
|
105,892
|
|
|
76,966
|
|
||
|
Deferred income taxes
|
|
24,346
|
|
|
25,372
|
|
||
|
Other long-term liabilities
|
|
5,467
|
|
|
3,647
|
|
||
|
Sale-leaseback deferral
|
|
—
|
|
|
58,330
|
|
||
|
Total liabilities
|
|
167,369
|
|
|
191,389
|
|
||
|
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
||||
|
Series B Convertible Preferred Stock – $100.00 par value (50,000 shares authorized: 14,790 shares issued and outstanding at October 31, 2019 and 2018) (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 October 31, 2019 and 2018) (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 October 31, 2019 and 2018)
|
|
—
|
|
|
—
|
|
||
|
Common Stock – $0.01 par value (39,000,000 shares authorized: 17,756,180 and 17,647,135 shares issued and outstanding at October 31, 2019 and 2018, respectively)
|
|
178
|
|
|
176
|
|
||
|
Additional paid-in capital
|
|
160,254
|
|
|
159,071
|
|
||
|
Retained earnings
|
|
53,089
|
|
|
50,354
|
|
||
|
Accumulated other comprehensive (loss) income
|
|
(7,255
|
)
|
|
8,965
|
|
||
|
Noncontrolling interest
|
|
15,422
|
|
|
574
|
|
||
|
Total stockholders' equity
|
|
221,688
|
|
|
219,140
|
|
||
|
Total Liabilities and Stockholders' Equity
|
|
$
|
399,867
|
|
|
$
|
421,339
|
|
|
|
|
Years Ended October 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net revenues:
|
|
|
|
|
|
|
|
|
|
|||
|
Agribusiness
|
|
$
|
166,549
|
|
|
$
|
124,344
|
|
|
$
|
115,869
|
|
|
Rental operations
|
|
4,849
|
|
|
5,048
|
|
|
5,440
|
|
|||
|
Total net revenues
|
|
171,398
|
|
|
129,392
|
|
|
121,309
|
|
|||
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
|
Agribusiness
|
|
152,372
|
|
|
98,083
|
|
|
91,162
|
|
|||
|
Rental operations
|
|
4,311
|
|
|
4,085
|
|
|
3,932
|
|
|||
|
Real estate development
|
|
128
|
|
|
127
|
|
|
285
|
|
|||
|
Impairment of real estate development assets
|
|
—
|
|
|
1,558
|
|
|
120
|
|
|||
|
Gain on sale of property assets
|
|
(1,069
|
)
|
|
—
|
|
|
—
|
|
|||
|
Selling, general and administrative
|
|
21,170
|
|
|
16,053
|
|
|
13,947
|
|
|||
|
Total costs and expenses
|
|
176,912
|
|
|
119,906
|
|
|
109,446
|
|
|||
|
Operating (loss) income
|
|
(5,514
|
)
|
|
9,486
|
|
|
11,863
|
|
|||
|
Other (expense) income:
|
|
|
|
|
|
|
||||||
|
Interest expense, net
|
|
(2,134
|
)
|
|
(1,122
|
)
|
|
(1,778
|
)
|
|||
|
Equity in earnings of investments
|
|
3,073
|
|
|
583
|
|
|
49
|
|
|||
|
(Loss) gain on sale of stock in Calavo Growers, Inc.
|
|
(63
|
)
|
|
4,223
|
|
|
—
|
|
|||
|
Net unrealized loss on stock in Calavo Growers, Inc.
|
|
(2,054
|
)
|
|
—
|
|
|
—
|
|
|||
|
Other income, net
|
|
129
|
|
|
313
|
|
|
492
|
|
|||
|
Total other (expense) income
|
|
(1,049
|
)
|
|
3,997
|
|
|
(1,237
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
(Loss) income before income tax benefit (provision)
|
|
(6,563
|
)
|
|
13,483
|
|
|
10,626
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Income tax benefit (provision)
|
|
1,097
|
|
|
6,729
|
|
|
(4,077
|
)
|
|||
|
Net (loss) income
|
|
(5,466
|
)
|
|
20,212
|
|
|
6,549
|
|
|||
|
(Income) loss attributable to noncontrolling interest
|
|
(477
|
)
|
|
(24
|
)
|
|
46
|
|
|||
|
Net (loss) income attributable to Limoneira Company
|
|
(5,943
|
)
|
|
20,188
|
|
|
6,595
|
|
|||
|
Preferred dividends
|
|
(501
|
)
|
|
(501
|
)
|
|
(560
|
)
|
|||
|
Net (loss) income applicable to common stock
|
|
$
|
(6,444
|
)
|
|
$
|
19,687
|
|
|
$
|
6,035
|
|
|
|
|
|
|
|
|
|
||||||
|
Basic net (loss) income per common share
|
|
$
|
(0.37
|
)
|
|
$
|
1.26
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
||||||
|
Diluted net (loss) income per common share
|
|
$
|
(0.37
|
)
|
|
$
|
1.25
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
||||||
|
Weighted-average common shares outstanding-basic
|
|
17,580,000
|
|
|
15,581,000
|
|
|
14,315,000
|
|
|||
|
Weighted-average common shares outstanding-diluted
|
|
17,580,000
|
|
|
16,209,000
|
|
|
14,315,000
|
|
|||
|
|
|
Years Ended October 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net (loss) income
|
|
$
|
(5,466
|
)
|
|
$
|
20,212
|
|
|
$
|
6,549
|
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||||
|
Foreign currency translation adjustments
|
|
(1,103
|
)
|
|
(1,255
|
)
|
|
2
|
|
|||
|
Minimum pension liability adjustments, net of tax of $(252), $415 and $767
|
|
(607
|
)
|
|
1,137
|
|
|
1,175
|
|
|||
|
Unrealized holding gains on security available for sale, net of tax of $0, $1,956 and $1,722
|
|
—
|
|
|
4,809
|
|
|
2,643
|
|
|||
|
Reclassification of unrealized gain on security sold, net of tax of $0, $(1,160) and $0
|
|
—
|
|
|
(2,965
|
)
|
|
—
|
|
|||
|
Unrealized gains from derivative instruments, net of tax of $0, $79 and $330
|
|
—
|
|
|
163
|
|
|
553
|
|
|||
|
Total other comprehensive (loss) income, net of tax
|
|
(1,710
|
)
|
|
1,889
|
|
|
4,373
|
|
|||
|
Comprehensive (loss) income
|
|
(7,176
|
)
|
|
22,101
|
|
|
10,922
|
|
|||
|
Comprehensive loss (income) attributable to noncontrolling interest
|
|
438
|
|
|
(13
|
)
|
|
46
|
|
|||
|
Comprehensive (loss) income attributable to Limoneira Company
|
|
$
|
(6,738
|
)
|
|
$
|
22,088
|
|
|
$
|
10,968
|
|
|
|
|
Stockholders’ Equity
|
|
|
|
Temporary Equity
|
|||||||||||||||||||||||||||||
|
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Retained
|
|
Accumulated
Other
Comprehensive
|
|
Noncontrolling
|
|
|
|
|
Series B
Preferred
|
|
Series B-2
Preferred
|
||||||||||||||||||
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Interest
|
|
Total
|
|
Stock
|
|
Stock
|
|||||||||||||||||
|
Balance at October 31, 2016
|
|
14,178,226
|
|
|
$
|
142
|
|
|
$
|
91,841
|
|
|
$
|
31,812
|
|
|
$
|
2,703
|
|
|
$
|
—
|
|
|
$
|
126,498
|
|
|
$
|
2,900
|
|
|
$
|
9,331
|
|
|
Dividends - common ($0.22 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,155
|
)
|
|
—
|
|
|
—
|
|
|
(3,155
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Dividends - Series B ($8.75 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Dividends - Series B-2 ($40 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(372
|
)
|
|
|
|
—
|
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
|||||||||
|
Stock compensation
|
|
63,954
|
|
|
1
|
|
|
1,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,328
|
|
|
—
|
|
|
—
|
|
||||||||
|
Exchange of common stock
|
|
(14,773
|
)
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Conversion of Series B preferred stock
|
|
177,624
|
|
|
1
|
|
|
1,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,421
|
|
|
(1,421
|
)
|
|
—
|
|
||||||||
|
Acquired noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
633
|
|
|
633
|
|
|
—
|
|
|
—
|
|
||||||||
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,595
|
|
|
—
|
|
|
(46
|
)
|
|
6,549
|
|
|
—
|
|
|
—
|
|
||||||||
|
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,373
|
|
|
—
|
|
|
4,373
|
|
|
—
|
|
|
—
|
|
||||||||
|
Balance at October 31, 2017
|
|
14,405,031
|
|
|
144
|
|
|
94,294
|
|
|
34,692
|
|
|
7,076
|
|
|
587
|
|
|
136,793
|
|
|
1,479
|
|
|
9,331
|
|
||||||||
|
Dividends - common ($0.25 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,025
|
)
|
|
—
|
|
|
—
|
|
|
(4,025
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Dividends - Series B ($8.75 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Dividends - Series B-2 ($40 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Stock compensation
|
|
145,324
|
|
|
1
|
|
|
1,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,368
|
|
|
—
|
|
|
—
|
|
||||||||
|
Exchange of common stock
|
|
(39,582
|
)
|
|
—
|
|
|
(656
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(656
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Issuance of common stock
|
|
3,136,362
|
|
|
31
|
|
|
64,066
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,097
|
|
|
—
|
|
|
—
|
|
||||||||
|
Noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,188
|
|
|
—
|
|
|
24
|
|
|
20,212
|
|
|
—
|
|
|
—
|
|
||||||||
|
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,889
|
|
|
—
|
|
|
1,889
|
|
|
—
|
|
|
—
|
|
||||||||
|
Balance at October 31, 2018
|
|
17,647,135
|
|
|
176
|
|
|
159,071
|
|
|
50,354
|
|
|
8,965
|
|
|
574
|
|
|
219,140
|
|
|
1,479
|
|
|
9,331
|
|
||||||||
|
Dividends - common ($0.30 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,331
|
)
|
|
—
|
|
|
—
|
|
|
(5,331
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Dividends - Series B ($8.75 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Dividends - Series B-2 ($40 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Stock compensation
|
|
145,737
|
|
|
2
|
|
|
1,789
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,791
|
|
|
—
|
|
|
—
|
|
||||||||
|
Exchange of common stock
|
|
(36,692
|
)
|
|
—
|
|
|
(606
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(606
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Acquired noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,410
|
|
|
14,410
|
|
|
—
|
|
|
—
|
|
||||||||
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,943
|
)
|
|
—
|
|
|
477
|
|
|
(5,466
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,710
|
)
|
|
(39
|
)
|
|
(1,749
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Reclassification of unrealized gain on marketable securities upon adoption of ASU 2016-01
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,921
|
|
|
(15,921
|
)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Reclassification upon adoption of ASU 2018-02
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,411
|
)
|
|
1,411
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Balance at October 31, 2019
|
|
17,756,180
|
|
|
$
|
178
|
|
|
$
|
160,254
|
|
|
$
|
53,089
|
|
|
$
|
(7,255
|
)
|
|
$
|
15,422
|
|
|
$
|
221,688
|
|
|
$
|
1,479
|
|
|
$
|
9,331
|
|
|
|
|
Years Ended October 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|||
|
Net (loss) income
|
|
$
|
(5,466
|
)
|
|
$
|
20,212
|
|
|
$
|
6,549
|
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
|
8,633
|
|
|
7,275
|
|
|
6,467
|
|
|||
|
Impairment of real estate development assets
|
|
—
|
|
|
1,558
|
|
|
120
|
|
|||
|
(Gain) loss on disposals of assets
|
|
(664
|
)
|
|
178
|
|
|
300
|
|
|||
|
Gain on sales of real estate development assets
|
|
(405
|
)
|
|
(25
|
)
|
|
—
|
|
|||
|
Stock compensation expense
|
|
1,791
|
|
|
1,368
|
|
|
1,328
|
|
|||
|
Equity in earnings of investments
|
|
(3,073
|
)
|
|
(583
|
)
|
|
(49
|
)
|
|||
|
Cash distributions from equity investments
|
|
351
|
|
|
526
|
|
|
712
|
|
|||
|
Deferred income taxes
|
|
(773
|
)
|
|
(7,307
|
)
|
|
2,292
|
|
|||
|
Amortization of deferred financing costs
|
|
30
|
|
|
30
|
|
|
90
|
|
|||
|
Accrued interest on note receivable
|
|
(198
|
)
|
|
(192
|
)
|
|
(23
|
)
|
|||
|
Loss (gain) on sale of stock in Calavo Growers, Inc.
|
|
63
|
|
|
(4,223
|
)
|
|
—
|
|
|||
|
Unrealized loss on stock in Calavo Growers, Inc.
|
|
2,054
|
|
|
—
|
|
|
—
|
|
|||
|
Changes in operating assets and liabilities, net of business combinations:
|
|
|
|
|
|
|
||||||
|
Account receivable, net
|
|
(4,012
|
)
|
|
(3,235
|
)
|
|
(1,557
|
)
|
|||
|
Cultural costs
|
|
1,447
|
|
|
(746
|
)
|
|
193
|
|
|||
|
Prepaid expenses and other current assets
|
|
(2,548
|
)
|
|
99
|
|
|
138
|
|
|||
|
Income taxes receivable
|
|
(601
|
)
|
|
192
|
|
|
2,240
|
|
|||
|
Other assets
|
|
(7
|
)
|
|
(134
|
)
|
|
275
|
|
|||
|
Accounts payable and growers payable
|
|
3,392
|
|
|
707
|
|
|
471
|
|
|||
|
Accrued liabilities
|
|
1,542
|
|
|
2,601
|
|
|
(1,263
|
)
|
|||
|
Other long-term liabilities
|
|
(191
|
)
|
|
96
|
|
|
199
|
|
|||
|
Net cash provided by operating activities
|
|
1,365
|
|
|
18,397
|
|
|
18,482
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Investing activities
|
|
|
|
|
|
|
||||||
|
Capital expenditures
|
|
(15,867
|
)
|
|
(13,873
|
)
|
|
(12,901
|
)
|
|||
|
Purchase of real estate development parcel
|
|
—
|
|
|
(1,444
|
)
|
|
—
|
|
|||
|
Net proceeds from sales of property assets
|
|
3,978
|
|
|
—
|
|
|
—
|
|
|||
|
Net proceeds from sales of real estate development assets
|
|
2,886
|
|
|
1,543
|
|
|
—
|
|
|||
|
Agriculture property acquisitions
|
|
(397
|
)
|
|
(13,111
|
)
|
|
—
|
|
|||
|
Business combinations
|
|
(15,000
|
)
|
|
(25,000
|
)
|
|
(5,706
|
)
|
|||
|
Net proceeds from sale of stock in Calavo Growers, Inc.
|
|
4,785
|
|
|
4,721
|
|
|
—
|
|
|||
|
Collections of installments on note receivable
|
|
150
|
|
|
200
|
|
|
—
|
|
|||
|
Equity investment contributions
|
|
(4,000
|
)
|
|
(3,500
|
)
|
|
(7,450
|
)
|
|||
|
Cash distribution from equity investment
|
|
283
|
|
|
—
|
|
|
—
|
|
|||
|
Investments in mutual water companies and water rights
|
|
(472
|
)
|
|
(343
|
)
|
|
(359
|
)
|
|||
|
Net cash used in investing activities
|
|
(23,654
|
)
|
|
(50,807
|
)
|
|
(26,416
|
)
|
|||
|
|
|
Years Ended October 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Financing activities
|
|
|
|
|
|
|
||||||
|
Borrowings of long-term debt
|
|
$
|
122,899
|
|
|
$
|
167,356
|
|
|
$
|
181,429
|
|
|
Repayments of long-term debt
|
|
(93,994
|
)
|
|
(193,723
|
)
|
|
(168,932
|
)
|
|||
|
Dividends paid - common
|
|
(5,331
|
)
|
|
(4,025
|
)
|
|
(3,155
|
)
|
|||
|
Dividends paid - preferred
|
|
(501
|
)
|
|
(501
|
)
|
|
(560
|
)
|
|||
|
Exchange of common stock
|
|
(605
|
)
|
|
(656
|
)
|
|
(294
|
)
|
|||
|
Issuance of common stock
|
|
—
|
|
|
64,097
|
|
|
—
|
|
|||
|
Payments of deferred financing costs
|
|
(35
|
)
|
|
—
|
|
|
(108
|
)
|
|||
|
Net cash provided by financing activities
|
|
22,433
|
|
|
32,548
|
|
|
8,380
|
|
|||
|
Effect of exchange rate changes on cash
|
|
(137
|
)
|
|
(21
|
)
|
|
8
|
|
|||
|
Net increase in cash
|
|
7
|
|
|
117
|
|
|
454
|
|
|||
|
Cash at beginning of year
|
|
609
|
|
|
492
|
|
|
38
|
|
|||
|
Cash at end of year
|
|
$
|
616
|
|
|
$
|
609
|
|
|
$
|
492
|
|
|
|
|
|
|
|
|
|
||||||
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
||||||
|
Net cash paid during the year for interest (net of amounts capitalized)
|
|
$
|
2,532
|
|
|
$
|
1,585
|
|
|
$
|
1,641
|
|
|
Cash paid during the year for income taxes, net of (refunds received)
|
|
$
|
130
|
|
|
$
|
210
|
|
|
$
|
(540
|
)
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
|
Unrealized holding gain on Calavo investment
|
|
$
|
—
|
|
|
$
|
(6,765
|
)
|
|
$
|
(4,365
|
)
|
|
(Decrease) increase in real estate development and sale-leaseback deferral
|
|
$
|
(58,330
|
)
|
|
$
|
27,934
|
|
|
$
|
7,047
|
|
|
Increase in equity in investments and other long-term liabilities
|
|
$
|
—
|
|
|
$
|
1,080
|
|
|
$
|
—
|
|
|
Non-cash receipt of note receivable
|
|
$
|
—
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
|
Non-cash reduction of note receivable
|
|
$
|
89
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
Capital expenditures accrued but not paid at year-end
|
|
$
|
133
|
|
|
$
|
399
|
|
|
$
|
427
|
|
|
Accrued interest on note receivable
|
|
$
|
198
|
|
|
$
|
192
|
|
|
$
|
23
|
|
|
Conversion of preferred stock to common stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,421
|
|
|
Non-cash issuance of notes payable
|
|
$
|
—
|
|
|
1,435
|
|
|
$
|
—
|
|
|
|
Land improvements
|
10 – 30
|
|
Buildings and building improvements
|
10 – 50
|
|
Equipment
|
5 – 20
|
|
Orchards and vineyards
|
20 – 40
|
|
•
|
Identify the contract(s) with a customer.
|
|
•
|
Identify the performance obligations in the contract.
|
|
•
|
Determine the transaction price.
|
|
•
|
Allocate the transaction price to the performance obligations in the contract.
|
|
•
|
Recognize revenue when (or as) the entity satisfies a performance obligation.
|
|
•
|
A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and
|
|
•
|
A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
|
|
Cultural costs
|
$
|
579
|
|
|
Land and land improvements
|
9,114
|
|
|
|
Buildings and equipment
|
207
|
|
|
|
Orchards
|
2,058
|
|
|
|
Water rights
|
1,153
|
|
|
|
Total assets acquired
|
$
|
13,111
|
|
|
Cultural costs
|
$
|
3,270
|
|
|
Land and land improvements
|
9,520
|
|
|
|
Buildings and building improvements
|
870
|
|
|
|
Orchards
|
8,410
|
|
|
|
Customer relationships, trademarks and non-competition agreement (10 year useful life)
|
6,920
|
|
|
|
Goodwill
|
420
|
|
|
|
Total assets acquired
|
29,410
|
|
|
|
Noncontrolling interest
|
(14,410
|
)
|
|
|
Net cash paid
|
$
|
15,000
|
|
|
Land and land improvements
|
$
|
7,294
|
|
|
Buildings and equipment
|
14,866
|
|
|
|
Customer relationships and trade names
|
2,270
|
|
|
|
Goodwill
|
570
|
|
|
|
Total assets acquired
|
$
|
25,000
|
|
|
Cultural costs
|
$
|
473
|
|
|
Other current assets
|
166
|
|
|
|
Land and land improvements
|
2,748
|
|
|
|
Buildings and equipment
|
206
|
|
|
|
Orchards
|
2,876
|
|
|
|
Investment in Rosales
|
1,021
|
|
|
|
Water rights
|
1,120
|
|
|
|
Deposit for land purchase
|
645
|
|
|
|
Goodwill
|
196
|
|
|
|
Total assets acquired
|
9,451
|
|
|
|
|
|
||
|
Current liabilities
|
(122
|
)
|
|
|
Current and long-term debt
|
(1,964
|
)
|
|
|
Deferred income taxes
|
(1,026
|
)
|
|
|
Noncontrolling interest
|
(633
|
)
|
|
|
Net cash paid
|
$
|
5,706
|
|
|
2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Equity securities
|
$
|
17,346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,346
|
|
|
2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Equity securities
|
$
|
24,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,250
|
|
|
|
2019
|
|
2018
|
||||
|
Prepaid supplies and insurance
|
$
|
3,199
|
|
|
$
|
1,843
|
|
|
Note receivable and related interest
|
181
|
|
|
2,797
|
|
||
|
Real estate development held-for-sale
|
2,543
|
|
|
5,024
|
|
||
|
Lemon supplier advances, deferred lease expense and other
|
2,230
|
|
|
864
|
|
||
|
|
$
|
8,153
|
|
|
$
|
10,528
|
|
|
|
2019
|
|
2018
|
||||
|
Land
|
$
|
100,503
|
|
|
$
|
93,245
|
|
|
Land improvements
|
31,897
|
|
|
30,134
|
|
||
|
Buildings and building improvements
|
48,348
|
|
|
49,814
|
|
||
|
Equipment
|
56,709
|
|
|
54,854
|
|
||
|
Orchards
|
54,251
|
|
|
44,337
|
|
||
|
Construction in progress
|
26,934
|
|
|
20,709
|
|
||
|
|
318,642
|
|
|
293,093
|
|
||
|
Less accumulated depreciation
|
(70,528
|
)
|
|
(67,412
|
)
|
||
|
|
$
|
248,114
|
|
|
$
|
225,681
|
|
|
|
2019
|
|
2018
|
||||
|
East Area I
|
$
|
—
|
|
|
$
|
91,357
|
|
|
Retained property - East Area I
|
11,943
|
|
|
10,408
|
|
||
|
East Area II
|
5,659
|
|
|
5,397
|
|
||
|
|
$
|
17,602
|
|
|
$
|
107,162
|
|
|
2019
|
Del Mar
|
|
Romney
|
|
Rosales
|
LLCB
|
||||||||
|
Current assets
|
$
|
454
|
|
|
$
|
—
|
|
|
$
|
3,016
|
|
$
|
137,977
|
|
|
Non-current assets
|
$
|
742
|
|
|
$
|
671
|
|
|
$
|
1,497
|
|
$
|
—
|
|
|
Current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,803
|
|
$
|
51,023
|
|
|
Non-current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
161
|
|
$
|
—
|
|
|
Revenues
|
$
|
2,290
|
|
|
$
|
15
|
|
|
$
|
8,898
|
|
$
|
37,788
|
|
|
Operating income (loss)
|
$
|
1,299
|
|
|
$
|
(5
|
)
|
|
$
|
403
|
|
$
|
10,001
|
|
|
Net income (loss)
|
$
|
1,299
|
|
|
$
|
(5
|
)
|
|
$
|
288
|
|
$
|
10,001
|
|
|
2018
|
|
|
|
|
|
|
||||||||
|
Current assets
|
$
|
438
|
|
|
$
|
—
|
|
|
$
|
5,823
|
|
$
|
125,886
|
|
|
Non-current assets
|
$
|
710
|
|
|
$
|
676
|
|
|
$
|
1,144
|
|
$
|
—
|
|
|
Current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,860
|
|
$
|
56,932
|
|
|
Non-current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
169
|
|
$
|
—
|
|
|
Revenues
|
$
|
2,893
|
|
|
$
|
21
|
|
|
$
|
13,630
|
|
$
|
40
|
|
|
Operating income (loss)
|
$
|
1,755
|
|
|
$
|
(4
|
)
|
|
$
|
1,745
|
|
$
|
(154
|
)
|
|
Net income (loss)
|
$
|
1,755
|
|
|
$
|
(4
|
)
|
|
$
|
1,243
|
|
$
|
(154
|
)
|
|
2017
|
|
|
|
|
|
|
||||||||
|
Revenues
|
$
|
2,553
|
|
|
$
|
20
|
|
|
$
|
10,171
|
|
$
|
—
|
|
|
Operating income (loss)
|
$
|
1,587
|
|
|
$
|
(9
|
)
|
|
$
|
(43
|
)
|
$
|
(89
|
)
|
|
Net income (loss)
|
$
|
1,587
|
|
|
$
|
(9
|
)
|
|
$
|
(21
|
)
|
$
|
(89
|
)
|
|
|
Del Mar
|
|
Romney
|
|
Rosales
|
|
LLCB
|
|
Total
|
||||||||||
|
Investment balance October 31, 2016
|
$
|
1,961
|
|
|
$
|
522
|
|
|
$
|
1,496
|
|
|
$
|
2,275
|
|
|
$
|
6,254
|
|
|
Equity earnings (losses)
|
446
|
|
|
(7
|
)
|
|
(299
|
)
|
|
(91
|
)
|
|
49
|
|
|||||
|
Cash distributions
|
(439
|
)
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
(712
|
)
|
|||||
|
Investment contributions
|
—
|
|
|
—
|
|
|
1,020
|
|
|
7,450
|
|
|
8,470
|
|
|||||
|
Investment balance October 31, 2017
|
1,968
|
|
|
515
|
|
|
1,944
|
|
|
9,634
|
|
|
14,061
|
|
|||||
|
Equity earnings (losses)
|
493
|
|
|
(3
|
)
|
|
247
|
|
|
(154
|
)
|
|
583
|
|
|||||
|
Cash distributions
|
(526
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(526
|
)
|
|||||
|
Investment contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
3,500
|
|
|
3,500
|
|
|||||
|
Loan guarantee
|
—
|
|
|
—
|
|
|
—
|
|
|
1,080
|
|
|
1,080
|
|
|||||
|
Investment balance October 31, 2018
|
1,935
|
|
|
512
|
|
|
2,191
|
|
|
14,060
|
|
|
18,698
|
|
|||||
|
Equity earnings (losses)
|
366
|
|
|
—
|
|
|
(163
|
)
|
|
2,870
|
|
|
3,073
|
|
|||||
|
Cash distributions
|
(351
|
)
|
|
—
|
|
|
(283
|
)
|
|
—
|
|
|
(634
|
)
|
|||||
|
Investment contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
4,000
|
|
|||||
|
Capitalized interest adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(267
|
)
|
|
(267
|
)
|
|||||
|
Reclassification of sale and leaseback deferral
|
—
|
|
|
—
|
|
|
—
|
|
|
33,353
|
|
|
33,353
|
|
|||||
|
Investment balance October 31, 2019
|
$
|
1,950
|
|
|
$
|
512
|
|
|
$
|
1,745
|
|
|
$
|
54,016
|
|
|
$
|
58,223
|
|
|
|
Goodwill Net Carrying Amount
|
||
|
October 31, 2017
|
$
|
876
|
|
|
Acquisition of Oxnard Lemon
|
570
|
|
|
|
Foreign currency translation adjustment
|
(15
|
)
|
|
|
October 31, 2018
|
1,431
|
|
|
|
Acquisition of Trapani Fresh
|
420
|
|
|
|
Foreign currency translation adjustment
|
(12
|
)
|
|
|
October 31, 2019
|
$
|
1,839
|
|
|
|
October 31, 2019
|
|
October 31, 2018
|
||||||||||||||||||||||||
|
|
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
|
||||||||||||
|
Amortizable other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Trade names and trademarks
|
$
|
3,786
|
|
|
$
|
(542
|
)
|
|
$
|
3,244
|
|
|
10
|
|
$
|
916
|
|
|
$
|
(315
|
)
|
|
$
|
601
|
|
|
8
|
|
Customer relationships
|
5,010
|
|
|
(500
|
)
|
|
4,510
|
|
|
9
|
|
2,000
|
|
|
(160
|
)
|
|
1,840
|
|
|
8
|
||||||
|
Non-competition agreement
|
1,040
|
|
|
(42
|
)
|
|
998
|
|
|
10
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
||||||
|
Acquired water and mineral rights
|
3,655
|
|
|
—
|
|
|
3,655
|
|
|
Indefinite
|
|
$
|
3,784
|
|
|
$
|
—
|
|
|
$
|
3,784
|
|
|
Indefinite
|
|||
|
Other intangible assets
|
$
|
13,491
|
|
|
$
|
(1,084
|
)
|
|
$
|
12,407
|
|
|
|
|
$
|
6,700
|
|
|
$
|
(475
|
)
|
|
$
|
6,225
|
|
|
|
|
2020
|
$
|
1,037
|
|
|
2021
|
1,027
|
|
|
|
2022
|
976
|
|
|
|
2023
|
976
|
|
|
|
2024
|
976
|
|
|
|
Thereafter
|
3,760
|
|
|
|
|
$
|
8,752
|
|
|
|
2019
|
|
2018
|
||||
|
Compensation
|
$
|
1,973
|
|
|
$
|
2,784
|
|
|
Property taxes
|
652
|
|
|
785
|
|
||
|
Lemon supplier payables
|
899
|
|
|
1,214
|
|
||
|
Capital expenditures, allowance and packing and harvest expenses
|
3,191
|
|
|
1,769
|
|
||
|
Payable to FGF
|
906
|
|
|
—
|
|
||
|
Other
|
1,546
|
|
|
1,172
|
|
||
|
|
$
|
9,167
|
|
|
$
|
7,724
|
|
|
|
2019
|
|
2018
|
||||
|
Farm Credit West revolving and non-revolving lines of credit: the interest rate of the revolving line of credit is variable based on the one-month London Interbank Offered Rate (“LIBOR”), which was 2.30% at October 31, 2019, plus 1.60%. Effective July 1, 2018, the interest rate for the $40.0 million outstanding balance of the non-revolving line of credit was fixed at 4.77%. Interest is payable monthly and the principal is due in full on July 1, 2022.
|
$
|
82,843
|
|
|
$
|
50,888
|
|
|
|
|
|
|
||||
|
Farm Credit West term loan: Effective October 1, 2019, the interest rate was fixed at 3.76%. The loan is payable in quarterly installments through November 2022.
|
2,035
|
|
|
2,602
|
|
||
|
|
|
|
|
||||
|
Farm Credit West term loan: Effective October 1, 2019, the interest rate was fixed at 4.14%. The loan is payable in monthly installments through October 2035.
|
1,078
|
|
|
1,122
|
|
||
|
|
|
|
|
||||
|
Farm Credit West term loan: Effective October 1, 2019, the interest rate was fixed at 4.17%. The loan is payable in monthly installments through March 2036.
|
8,823
|
|
|
9,172
|
|
||
|
|
|
|
|
||||
|
Farm Credit West term loan: the interest rate is fixed at 3.62% until March 2021, becoming variable for the remainder of the loan. The loan is payable in monthly installments though March 2036.
|
6,522
|
|
|
6,808
|
|
||
|
|
|
|
|
||||
|
Wells Fargo term loan: the interest rate is fixed at 3.58%. The loan is payable in monthly installments through January 2023.
|
4,955
|
|
|
6,367
|
|
||
|
|
|
|
|
||||
|
Banco de Chile term loan: the interest rate is fixed at 6.48%. The loan is payable in annual installments through January 2025.
|
1,386
|
|
|
1,857
|
|
||
|
|
|
|
|
||||
|
Note Payable: the interest rate ranges from 5.00% to 7.00% and was 5.50% at October 31, 2019. The loan includes interest-only monthly payments and principal is due in February 2023.
|
1,435
|
|
|
1,435
|
|
||
|
Subtotal
|
109,077
|
|
|
80,251
|
|
||
|
Less deferred financing costs, net of accumulated amortization
|
162
|
|
|
158
|
|
||
|
Total long-term debt, net
|
108,915
|
|
|
80,093
|
|
||
|
Less current portion
|
3,023
|
|
|
3,127
|
|
||
|
Long-term debt, less current portion
|
$
|
105,892
|
|
|
$
|
76,966
|
|
|
2020
|
$
|
3,023
|
|
|
2021
|
3,045
|
|
|
|
2022
|
85,998
|
|
|
|
2023
|
2,969
|
|
|
|
2024
|
999
|
|
|
|
Thereafter
|
13,043
|
|
|
|
|
$
|
109,077
|
|
|
|
Year ended October 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Basic net (loss) income per common share:
|
|
|
|
|
|
|
|
|
|||
|
Net (loss) income applicable to common stock
|
$
|
(6,444
|
)
|
|
$
|
19,687
|
|
|
$
|
6,035
|
|
|
Effect of unvested, restricted stock
|
(51
|
)
|
|
(34
|
)
|
|
—
|
|
|||
|
Numerator: Net (loss) income for basic EPS
|
(6,495
|
)
|
|
19,653
|
|
|
6,035
|
|
|||
|
Denominator: Weighted average common shares-basic
|
17,580
|
|
|
15,581
|
|
|
14,315
|
|
|||
|
Basic net (loss) income per common share
|
$
|
(0.37
|
)
|
|
$
|
1.26
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
||||||
|
Diluted net (loss) income per common share:
|
|
|
|
|
|
|
|
|
|||
|
Numerator: Net (loss) income for diluted EPS
|
$
|
(6,495
|
)
|
|
$
|
20,188
|
|
|
$
|
6,595
|
|
|
Weighted average common shares-basic
|
17,580
|
|
|
15,581
|
|
|
14,315
|
|
|||
|
Effect of dilutive unvested, restricted stock and preferred stock
|
—
|
|
|
628
|
|
|
—
|
|
|||
|
Denominator: Weighted average common shares-diluted
|
17,580
|
|
|
16,209
|
|
|
14,315
|
|
|||
|
Diluted net (loss) income per common share
|
$
|
(0.37
|
)
|
|
$
|
1.25
|
|
|
$
|
0.42
|
|
|
As of and for the year ending October 31, 2019:
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
Balance Sheet
|
|
|
|
Consolidated Statement of Operations
|
|||||||||||||||||||||||||||||||
|
Ref
|
|
Related Party
|
|
Accounts Receivable
|
|
Other Assets
|
|
Accounts Payable
|
|
Growers Payable
|
|
Dividends Paid
|
|
Net Revenue - Agribusiness
|
|
Net Revenue - Rental Operations
|
|
Agribusiness Expense and Other
|
|
Other Income, Net
|
|||||||||||||||||||
|
1
|
|
|
Employees
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
Mutual water companies
|
|
—
|
|
|
473
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
838
|
|
|
—
|
|
|||||||||
|
3
|
|
|
Cooperative association
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,687
|
|
|
—
|
|
|||||||||
|
4
|
|
|
Calavo
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
506
|
|
|
3,080
|
|
|
400
|
|
|
1,096
|
|
|
250
|
|
|||||||||
|
5
|
|
|
Third party growers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|||||||||
|
6
|
|
|
Cadiz / Fenner / WAM
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|||||||||
|
7
|
|
|
Colorado River Growers
|
|
376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306
|
|
|
—
|
|
|
5,476
|
|
|
—
|
|
|||||||||
|
8
|
|
|
YMIDD
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|||||||||
|
9
|
|
|
FGF
|
|
2,609
|
|
|
—
|
|
|
906
|
|
|
—
|
|
|
—
|
|
|
867
|
|
|
—
|
|
|
10,300
|
|
|
—
|
|
|||||||||
|
As of and for the year ending October 31, 2018:
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
Balance Sheet
|
|
|
|
Consolidated Statement of Operations
|
|||||||||||||||||||||||||||||||
|
Ref
|
|
Related Party
|
|
Accounts Receivable
|
|
Other Assets
|
|
Accounts Payable
|
|
Growers Payable
|
|
Dividends Paid
|
|
Net Revenue - Agribusiness
|
|
Net Revenue - Rental Operations
|
|
Agribusiness Expense and Other
|
|
Other Income, Net
|
|||||||||||||||||||
|
1
|
|
|
Employees
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
Mutual water companies
|
|
—
|
|
|
343
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,102
|
|
|
—
|
|
|||||||||
|
3
|
|
|
Cooperative association
|
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,869
|
|
|
—
|
|
|||||||||
|
4
|
|
|
Calavo
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
432
|
|
|
6,576
|
|
|
293
|
|
|
367
|
|
|
285
|
|
|||||||||
|
5
|
|
|
Third party growers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
|
—
|
|
|||||||||
|
6
|
|
|
Cadiz / Fenner / WAM
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178
|
|
|
—
|
|
|||||||||
|
7
|
|
|
Colorado River Growers
|
|
232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
3,707
|
|
|
—
|
|
|||||||||
|
8
|
|
|
YMIDD
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|||||||||
|
For the year ending October 31, 2017:
|
|||||||||||||||||||
|
|
|
|
|
Consolidated Statement of Operations
|
|||||||||||||||
|
Ref
|
|
Related Party
|
|
Net Revenue - Agribusiness
|
|
Net Revenue - Rental Operations
|
|
Agribusiness Expense and Other
|
|
Other Income, Net
|
|||||||||
|
1
|
|
|
Employees
|
|
$
|
—
|
|
|
$
|
724
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
Mutual water companies
|
|
—
|
|
|
—
|
|
|
871
|
|
|
—
|
|
||||
|
3
|
|
|
Cooperative association
|
|
—
|
|
|
—
|
|
|
1,843
|
|
|
—
|
|
||||
|
4
|
|
|
Calavo
|
|
9,522
|
|
|
287
|
|
|
276
|
|
|
270
|
|
||||
|
5
|
|
|
Third party growers
|
|
—
|
|
|
—
|
|
|
2,441
|
|
|
—
|
|
||||
|
6
|
|
|
Cadiz / Fenner / WAM
|
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
||||
|
7
|
|
|
Colorado River Growers
|
|
476
|
|
|
—
|
|
|
3,959
|
|
|
—
|
|
||||
|
8
|
|
|
YMIDD
|
|
—
|
|
|
—
|
|
|
76
|
|
|
34
|
|
||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
United States
|
$
|
(6,285
|
)
|
|
$
|
13,099
|
|
|
$
|
11,386
|
|
|
Foreign
|
(278
|
)
|
|
384
|
|
|
(760
|
)
|
|||
|
Income before income taxes
|
$
|
(6,563
|
)
|
|
$
|
13,483
|
|
|
$
|
10,626
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Current:
|
|
|
|
|
|
|
|
|
|||
|
Federal
|
$
|
(7
|
)
|
|
$
|
35
|
|
|
$
|
(1,217
|
)
|
|
State
|
563
|
|
|
(444
|
)
|
|
(527
|
)
|
|||
|
Foreign
|
(232
|
)
|
|
(169
|
)
|
|
(41
|
)
|
|||
|
Total current benefit (provision)
|
324
|
|
|
(578
|
)
|
|
(1,785
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
Deferred:
|
|
|
|
|
|
||||||
|
Federal
|
998
|
|
|
7,393
|
|
|
(2,282
|
)
|
|||
|
State
|
(302
|
)
|
|
(212
|
)
|
|
(238
|
)
|
|||
|
Foreign
|
77
|
|
|
126
|
|
|
228
|
|
|||
|
Total deferred benefit (provision)
|
773
|
|
|
7,307
|
|
|
(2,292
|
)
|
|||
|
Total benefit (provision)
|
$
|
1,097
|
|
|
$
|
6,729
|
|
|
$
|
(4,077
|
)
|
|
|
2019
|
|
2018
|
||||
|
Deferred income tax assets:
|
|
|
|
|
|
||
|
Labor accruals
|
$
|
236
|
|
|
$
|
194
|
|
|
State income taxes
|
—
|
|
|
97
|
|
||
|
Net operating losses
|
1,112
|
|
|
706
|
|
||
|
Prepaid insurance and other
|
422
|
|
|
457
|
|
||
|
Impairments of real estate development assets
|
719
|
|
|
1,557
|
|
||
|
Minimum pension liability adjustment
|
820
|
|
|
644
|
|
||
|
Amortization
|
295
|
|
|
203
|
|
||
|
Total deferred income tax assets
|
3,604
|
|
|
3,858
|
|
||
|
Valuation allowance
|
(362
|
)
|
|
—
|
|
||
|
Total net deferred income tax assets
|
3,242
|
|
|
3,858
|
|
||
|
|
|
|
|
||||
|
Deferred income tax liabilities:
|
|
|
|
||||
|
Property taxes
|
(150
|
)
|
|
(165
|
)
|
||
|
Depreciation
|
(13,630
|
)
|
|
(13,230
|
)
|
||
|
Book and tax basis difference of acquired assets
|
(9,661
|
)
|
|
(9,886
|
)
|
||
|
Unrealized net gain on Calavo investment
|
(4,142
|
)
|
|
(5,830
|
)
|
||
|
Other
|
(5
|
)
|
|
(119
|
)
|
||
|
Total deferred income tax liabilities
|
(27,588
|
)
|
|
(29,230
|
)
|
||
|
Net deferred income tax liabilities
|
$
|
(24,346
|
)
|
|
$
|
(25,372
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
|
Provision at statutory rates
|
$
|
1,351
|
|
|
(21.0
|
)%
|
|
$
|
(3,125
|
)
|
|
(23.3
|
)%
|
|
$
|
(3,613
|
)
|
|
(34.0
|
)%
|
|
State income tax, net of federal benefit
|
316
|
|
|
(4.9
|
)%
|
|
(768
|
)
|
|
(5.7
|
)%
|
|
(580
|
)
|
|
(5.5
|
)%
|
|||
|
Dividend exclusion
|
28
|
|
|
(0.4
|
)%
|
|
49
|
|
|
0.4
|
%
|
|
67
|
|
|
0.6
|
%
|
|||
|
Meals and entertainment
|
(90
|
)
|
|
1.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Transaction costs
|
(137
|
)
|
|
2.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Production deduction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
1.4
|
%
|
|||
|
Tax law change
|
—
|
|
|
—
|
|
|
10,295
|
|
|
76.4
|
%
|
|
$
|
—
|
|
|
—
|
|
||
|
State rate adjustment
|
(109
|
)
|
|
1.7
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Valuation allowance
|
(393
|
)
|
|
6.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Minority interest
|
116
|
|
|
(1.8
|
)%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Other permanent items
|
15
|
|
|
(0.3
|
)%
|
|
278
|
|
|
2.1
|
%
|
|
(99
|
)
|
|
(0.9
|
)%
|
|||
|
Total income tax benefit (provision)
|
$
|
1,097
|
|
|
(17.1
|
)%
|
|
$
|
6,729
|
|
|
49.9
|
%
|
|
$
|
(4,077
|
)
|
|
(38.4
|
)%
|
|
|
2019
|
|
2018
|
||||
|
Administrative expenses
|
$
|
188
|
|
|
$
|
254
|
|
|
Interest cost
|
828
|
|
|
770
|
|
||
|
Expected return on plan assets
|
(1,088
|
)
|
|
(1,071
|
)
|
||
|
Prior service cost
|
45
|
|
|
45
|
|
||
|
Amortization of net loss
|
402
|
|
|
700
|
|
||
|
Net periodic benefit cost
|
$
|
375
|
|
|
$
|
698
|
|
|
|
2019
|
|
2018
|
||||
|
Change in benefit obligation:
|
|
|
|
|
|
||
|
Benefit obligation at beginning of year
|
$
|
19,641
|
|
|
$
|
22,268
|
|
|
Administrative expenses
|
188
|
|
|
254
|
|
||
|
Interest cost
|
828
|
|
|
770
|
|
||
|
Benefits paid
|
(1,453
|
)
|
|
(1,555
|
)
|
||
|
Actuarial loss (gain)
|
3,063
|
|
|
(2,096
|
)
|
||
|
Benefit obligation at end of year
|
$
|
22,267
|
|
|
$
|
19,641
|
|
|
|
|
|
|
||||
|
Change in plan assets:
|
|
|
|
||||
|
Fair value of plan assets at beginning of year
|
$
|
17,237
|
|
|
$
|
18,410
|
|
|
Actual return on plan assets
|
2,845
|
|
|
(218
|
)
|
||
|
Employer contributions
|
600
|
|
|
600
|
|
||
|
Benefits paid
|
(1,453
|
)
|
|
(1,555
|
)
|
||
|
Fair value of plan assets at end of year
|
$
|
19,229
|
|
|
$
|
17,237
|
|
|
|
|
|
|
||||
|
Reconciliation of funded status:
|
|
|
|
||||
|
Fair value of plan assets
|
$
|
19,229
|
|
|
$
|
17,237
|
|
|
Benefit obligations
|
22,267
|
|
|
19,641
|
|
||
|
Net plan obligations
|
$
|
(3,038
|
)
|
|
$
|
(2,404
|
)
|
|
|
|
|
|
||||
|
Amounts recognized in statements of financial position:
|
|
|
|
||||
|
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
Current liabilities
|
—
|
|
|
—
|
|
||
|
Noncurrent liabilities
|
(3,038
|
)
|
|
(2,404
|
)
|
||
|
Net obligation recognized in statements of financial position
|
$
|
(3,038
|
)
|
|
$
|
(2,404
|
)
|
|
|
|
|
|
||||
|
Reconciliation of amounts recognized in statements of financial position:
|
|
|
|
||||
|
Prior service cost
|
$
|
(189
|
)
|
|
$
|
(233
|
)
|
|
Net loss
|
(6,322
|
)
|
|
(5,418
|
)
|
||
|
Accumulated other comprehensive loss
|
(6,511
|
)
|
|
(5,651
|
)
|
||
|
Accumulated contributions in excess of net periodic benefit cost
|
3,473
|
|
|
3,247
|
|
||
|
Net deficit recognized in statements of financial position
|
$
|
(3,038
|
)
|
|
$
|
(2,404
|
)
|
|
|
2019
|
|
2018
|
||||
|
Changes recognized in other comprehensive income:
|
|
|
|
|
|
||
|
Net loss (gain) arising during the year
|
$
|
1,306
|
|
|
$
|
(807
|
)
|
|
Amortization of prior service cost
|
(45
|
)
|
|
(45
|
)
|
||
|
Amortization of net loss
|
(402
|
)
|
|
(700
|
)
|
||
|
Total recognized in other comprehensive income
|
$
|
859
|
|
|
$
|
(1,552
|
)
|
|
|
|
|
|
||||
|
Total recognized in net periodic benefit and other comprehensive income
|
$
|
1,234
|
|
|
$
|
(854
|
)
|
|
|
2019
|
||
|
Initial net asset (obligation)
|
$
|
—
|
|
|
Prior service cost
|
(45
|
)
|
|
|
Net loss
|
(739
|
)
|
|
|
Total
|
$
|
(784
|
)
|
|
|
2019
|
|
2018
|
||||
|
Weighted-average assumptions used to determine benefit obligations:
|
|
|
|
|
|
||
|
Discount rate
|
3.00
|
%
|
|
4.40
|
%
|
||
|
|
|
|
|
||||
|
Assumptions used to determine net periodic benefit cost:
|
|
|
|
||||
|
Discount rate
|
4.40
|
%
|
|
3.60
|
%
|
||
|
Expected return on plan assets
|
6.31
|
%
|
|
6.21
|
%
|
||
|
|
|
|
|
||||
|
Additional year-end information:
|
|
|
|
||||
|
Projected benefit obligation
|
$
|
22,267
|
|
|
$
|
19,641
|
|
|
Accumulated benefit obligation
|
$
|
22,267
|
|
|
$
|
19,641
|
|
|
Fair value of plan assets
|
$
|
19,229
|
|
|
$
|
17,237
|
|
|
2020
|
$
|
1,251
|
|
|
2021
|
1,249
|
|
|
|
2022
|
1,268
|
|
|
|
2023
|
1,313
|
|
|
|
2024
|
1,332
|
|
|
|
Next five years
|
6,566
|
|
|
|
|
$
|
12,979
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Cash and cash equivalents
|
$
|
134
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134
|
|
|
Mutual funds
|
1,189
|
|
|
—
|
|
|
—
|
|
|
1,189
|
|
||||
|
Pooled funds
|
—
|
|
|
17,906
|
|
|
—
|
|
|
17,906
|
|
||||
|
|
$
|
1,323
|
|
|
$
|
17,906
|
|
|
$
|
—
|
|
|
$
|
19,229
|
|
|
2020
|
$
|
477
|
|
|
2021
|
246
|
|
|
|
2022
|
129
|
|
|
|
2023
|
84
|
|
|
|
2024
|
39
|
|
|
|
Thereafter
|
311
|
|
|
|
|
$
|
1,286
|
|
|
2020
|
$
|
688
|
|
|
2021
|
492
|
|
|
|
2022
|
291
|
|
|
|
2023
|
154
|
|
|
|
2024
|
134
|
|
|
|
Thereafter
|
1,382
|
|
|
|
|
$
|
3,141
|
|
|
|
|
Year Ended October 31,
|
||||||||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
|
|
Number of Shares
|
Weighted-Average Grant Price
|
|
Number of Shares
|
Weighted-Average Grant Price
|
|
Number of Shares
|
Weighted-Average Grant Price
|
|||||||||
|
Performance Awards
|
|
40,095
|
|
$
|
18.74
|
|
|
41,291
|
|
$
|
22.86
|
|
|
44,688
|
|
$
|
19.92
|
|
|
Executive Awards
|
|
90,000
|
|
$
|
19.84
|
|
|
90,000
|
|
$
|
22.19
|
|
|
—
|
|
$
|
—
|
|
|
Director Awards
|
|
15,642
|
|
$
|
21.65
|
|
|
14,033
|
|
$
|
22.00
|
|
|
18,956
|
|
$
|
17.02
|
|
|
Total
|
|
145,737
|
|
$
|
19.73
|
|
|
145,324
|
|
$
|
22.36
|
|
|
63,644
|
|
$
|
19.06
|
|
|
|
|
Number of Shares
|
|
Weighted-Average
Grant Price
|
|||
|
Nonvested at October 31, 2018
|
|
126,282
|
|
|
$
|
22.04
|
|
|
Vested
|
|
(85,271
|
)
|
|
$
|
20.97
|
|
|
Granted
|
|
130,095
|
|
|
$
|
19.50
|
|
|
Nonvested at October 31, 2019
|
|
171,106
|
|
|
$
|
20.64
|
|
|
|
Fresh
Lemons (1)
|
|
Lemon
Packing
|
|
Eliminations
|
|
Avocados
|
|
Other
Agribusiness
|
|
Total
Agribusiness
|
|
Rental
Operations
|
|
Real Estate
Development
|
|
Corporate
and Other
|
|
Total
|
||||||||||||||||||||
|
Revenues from external customers
|
$
|
134,342
|
|
|
$
|
15,629
|
|
|
$
|
—
|
|
|
$
|
5,391
|
|
|
$
|
11,187
|
|
|
$
|
166,549
|
|
|
$
|
4,849
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
171,398
|
|
|
Intersegment revenue
|
—
|
|
|
30,073
|
|
|
(30,073
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
Total net revenues
|
134,342
|
|
|
45,702
|
|
|
(30,073
|
)
|
|
5,391
|
|
|
11,187
|
|
|
166,549
|
|
|
4,849
|
|
|
—
|
|
|
—
|
|
|
171,398
|
|
||||||||||
|
Costs and expenses
|
120,998
|
|
|
37,639
|
|
|
(30,073
|
)
|
|
3,150
|
|
|
13,035
|
|
|
144,749
|
|
|
3,552
|
|
|
128
|
|
|
19,850
|
|
|
168,279
|
|
||||||||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,623
|
|
|
759
|
|
|
—
|
|
|
251
|
|
|
8,633
|
|
||||||||||
|
Operating income (loss)
|
$
|
13,344
|
|
|
$
|
8,063
|
|
|
$
|
—
|
|
|
$
|
2,241
|
|
|
$
|
(1,848
|
)
|
|
$
|
14,177
|
|
|
$
|
538
|
|
|
$
|
(128
|
)
|
|
$
|
(20,101
|
)
|
|
$
|
(5,514
|
)
|
|
|
Fresh
Lemons
|
|
Lemon
Packing
|
|
Eliminations
|
|
Avocados
|
|
Other
Agribusiness
|
|
Total
Agribusiness
|
|
Rental
Operations
|
|
Real Estate
Development
|
|
Corporate
and Other
|
|
Total
|
||||||||||||||||||||
|
Revenues from external customers
|
$
|
94,840
|
|
|
$
|
8,990
|
|
|
$
|
—
|
|
|
$
|
6,576
|
|
|
$
|
13,938
|
|
|
$
|
124,344
|
|
|
$
|
5,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129,392
|
|
|
Intersegment revenue
|
—
|
|
|
19,971
|
|
|
(19,971
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
Total net revenues
|
94,840
|
|
|
28,961
|
|
|
(19,971
|
)
|
|
6,576
|
|
|
13,938
|
|
|
124,344
|
|
|
5,048
|
|
|
—
|
|
|
|
|
129,392
|
|
|||||||||||
|
Costs and expenses
|
74,809
|
|
|
23,071
|
|
|
(19,971
|
)
|
|
4,399
|
|
|
9,531
|
|
|
91,839
|
|
|
3,307
|
|
|
1,685
|
|
|
15,800
|
|
|
112,631
|
|
||||||||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,244
|
|
|
778
|
|
|
—
|
|
|
253
|
|
|
7,275
|
|
||||||||||
|
Operating income
|
$
|
20,031
|
|
|
$
|
5,890
|
|
|
$
|
—
|
|
|
$
|
2,177
|
|
|
$
|
4,407
|
|
|
$
|
26,261
|
|
|
$
|
963
|
|
|
$
|
(1,685
|
)
|
|
$
|
(16,053
|
)
|
|
$
|
9,486
|
|
|
|
Fresh
Lemons
|
|
Lemon
Packing
|
|
Eliminations
|
|
Avocados
|
|
Other
Agribusiness
|
|
Total
Agribusiness
|
|
Rental
Operations
|
|
Real Estate
Development
|
|
Corporate
and Other
|
|
Total
|
||||||||||||||||||||
|
Revenues from external customers
|
$
|
85,439
|
|
|
$
|
8,760
|
|
|
$
|
—
|
|
|
$
|
9,522
|
|
|
$
|
12,148
|
|
|
$
|
115,869
|
|
|
$
|
5,440
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
121,309
|
|
|
Intersegment revenue
|
—
|
|
|
19,156
|
|
|
(19,156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
Total net revenues
|
85,439
|
|
|
27,916
|
|
|
(19,156
|
)
|
|
9,522
|
|
|
12,148
|
|
|
115,869
|
|
|
5,440
|
|
|
—
|
|
|
—
|
|
|
121,309
|
|
||||||||||
|
Costs and expenses
|
67,414
|
|
|
21,567
|
|
|
(19,156
|
)
|
|
4,136
|
|
|
11,712
|
|
|
85,673
|
|
|
3,170
|
|
|
405
|
|
|
13,731
|
|
|
102,979
|
|
||||||||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,489
|
|
|
762
|
|
|
—
|
|
|
216
|
|
|
6,467
|
|
||||||||||
|
Operating income
|
$
|
18,025
|
|
|
$
|
6,349
|
|
|
$
|
—
|
|
|
$
|
5,386
|
|
|
$
|
436
|
|
|
$
|
24,707
|
|
|
$
|
1,508
|
|
|
$
|
(405
|
)
|
|
$
|
(13,947
|
)
|
|
$
|
11,863
|
|
|
|
Year Ended October 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Fresh lemon
|
$
|
134,342
|
|
|
$
|
94,840
|
|
|
$
|
85,439
|
|
|
Lemon packing
|
45,702
|
|
|
28,961
|
|
|
27,916
|
|
|||
|
Intersegment revenue
|
(30,073
|
)
|
|
(19,971
|
)
|
|
(19,156
|
)
|
|||
|
Lemon revenues
|
149,971
|
|
|
103,830
|
|
|
94,199
|
|
|||
|
|
|
|
|
|
|
||||||
|
Avocados
|
5,391
|
|
|
6,576
|
|
|
9,522
|
|
|||
|
|
|
|
|
|
|
||||||
|
Navel and Valencia oranges
|
6,022
|
|
|
8,884
|
|
|
7,099
|
|
|||
|
Specialty citrus and other crops
|
5,165
|
|
|
5,054
|
|
|
5,049
|
|
|||
|
Other agribusiness revenues
|
11,187
|
|
|
13,938
|
|
|
12,148
|
|
|||
|
Agribusiness revenues
|
166,549
|
|
|
124,344
|
|
|
115,869
|
|
|||
|
|
|
|
|
|
|
||||||
|
Residential and commercial rentals
|
3,544
|
|
|
3,472
|
|
|
3,589
|
|
|||
|
Leased land
|
951
|
|
|
1,252
|
|
|
1,440
|
|
|||
|
Organic recycling and other
|
354
|
|
|
324
|
|
|
411
|
|
|||
|
Rental operations revenues
|
4,849
|
|
|
5,048
|
|
|
5,440
|
|
|||
|
|
|
|
|
|
|
||||||
|
Real estate development revenues
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Total revenues
|
$
|
171,398
|
|
|
$
|
129,392
|
|
|
$
|
121,309
|
|
|
(a)(1)
|
Financial Statements
|
|
|
Management’s Report on Internal Control over Financial Reporting
|
|
|
Reports of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
|
|
|
Reports of Independent Registered Public Accounting Firms
|
|
|
Consolidated Financial Statements of Limoneira Company
|
|
|
Consolidated Balance Sheets at October 31, 2019 and 2018
|
|
|
Consolidated Statements of Operations for the years ended October 31, 2019, 2018 and 2017
|
|
|
Consolidated Statements of Comprehensive (Loss) Income for the years ended October 31, 2019, 2018 and 2017
|
|
|
Consolidated Statements of Stockholders’ Equity and Temporary Equity for the years ended October 31, 2019, 2018 and 2017
|
|
|
Consolidated Statements of Cash Flows for the years ended October 31, 2019, 2018 and 2017
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
(b)
|
Exhibits
|
|
|
|
|
|
See “Exhibit Index” set forth on page 108.
|
|
|
LIMONEIRA COMPANY
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Harold S. Edwards
|
|
|
|
|
Harold S. Edwards
|
|
|
|
|
Director, President and
Chief Executive Officer
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ Gordon E. Kimball
|
|
Chairman of the Board of Directors
|
|
Gordon E. Kimball
|
|
|
|
|
|
|
|
/s/ Harold S. Edwards
|
|
Director, President and Chief Executive Officer
|
|
Harold S. Edwards
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Mark Palamountain
|
|
Chief Financial Officer, Treasurer
|
|
Mark Palamountain
|
|
and Corporate Secretary
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
/s/ Elizabeth Blanchard Chess
|
|
Director
|
|
Elizabeth Blanchard Chess
|
|
|
|
|
|
|
|
/s/ John W.H. Merriman
|
|
Director
|
|
John W.H. Merriman
|
|
|
|
|
|
|
|
/s/ Edgar Terry
|
|
Director
|
|
Edgar Terry
|
|
|
|
|
|
|
|
/s/ Donald R. Rudkin
|
|
Director
|
|
Donald R. Rudkin
|
|
|
|
|
|
|
|
/s/ Robert M. Sawyer
|
|
Director
|
|
Robert M. Sawyer
|
|
|
|
|
|
|
|
/s/ Scott S. Slater
|
|
Director
|
|
Scott S. Slater
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
|
|
|
2.3
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|
|
|
|
3.5
|
|
|
|
|
|
|
|
3.5.1
|
|
|
|
|
|
|
|
3.5.2
|
|
|
|
|
|
|
|
3.5.3
|
|
|
|
|
|
|
|
3.5.4
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
4.2
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
|
|
4.3
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
4.7*
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
10.3
|
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
|
10.6
|
|
|
|
|
|
|
|
10.7
|
|
|
|
|
|
|
|
10.8
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
|
|
10.9
|
|
|
|
|
|
|
|
10.10
|
|
|
|
|
|
|
|
10.11
|
|
|
|
|
|
|
|
10.12
|
|
|
|
|
|
|
|
10.13
|
|
|
|
|
|
|
|
10.14
|
|
|
|
|
|
|
|
10.15
|
|
|
|
|
|
|
|
10.16
|
|
|
|
|
|
|
|
10.17†
|
|
|
|
|
|
|
|
10.18†
|
|
|
|
|
|
|
|
10.19†
|
|
|
|
|
|
|
|
10.20
|
|
|
|
|
|
|
|
10.21
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
|
|
10.22
|
|
|
|
|
|
|
|
10.23
|
|
|
|
|
|
|
|
10.24
|
|
|
|
|
|
|
|
10.25
|
|
|
|
|
|
|
|
10.26
|
|
|
|
|
|
|
|
10.27
|
|
|
|
|
|
|
|
10.28
|
|
|
|
|
|
|
|
10.29
|
|
|
|
|
|
|
|
10.30
|
|
|
|
|
|
|
|
10.31
|
|
|
|
|
|
|
|
10.32
|
|
|
|
|
|
|
|
10.33
|
|
|
|
|
|
|
|
10.34
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
|
|
10.35
|
|
|
|
|
|
|
|
10.36
|
|
|
|
|
|
|
|
10.37
|
|
|
|
|
|
|
|
10.38
|
|
|
|
|
|
|
|
10.39
|
|
|
|
|
|
|
|
10.40
|
|
|
|
|
|
|
|
10.41
|
|
|
|
|
|
|
|
10.42
|
|
|
|
|
|
|
|
10.43
|
|
|
|
|
|
|
|
10.44
|
|
|
|
|
|
|
|
10.45
|
|
|
|
|
|
|
|
10.46
|
|
|
|
|
|
|
|
10.47†
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
|
|
10.48
|
|
|
|
|
|
|
|
10.49
|
|
|
|
|
|
|
|
10.50
|
|
|
|
|
|
|
|
10.51†
|
|
|
|
|
|
|
|
10.52
|
|
|
|
|
|
|
|
10.53
|
|
|
|
|
|
|
|
10.54
|
|
|
|
|
|
|
|
10.55
|
|
|
|
|
|
|
|
10.56†
|
|
|
|
|
|
|
|
10.57
|
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16.1
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21.1*
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23.1*
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Exhibit
No.
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Description
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23.2*
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23.3*
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23.4*
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31.1*
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31.2*
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32.1*
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32.2*
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99.1*
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed or furnished herewith. In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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†
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Denotes management contracts and compensatory plans or arrangements.
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|