~~LIMONEIRA COMPANY~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

~~(Mark One)~~



ý☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED APRIL 30, ~~2020~~2021



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-34755


LIMONEIRA COMPANY
~~LIMONEIRA COMPANY~~
(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter)~~charter)



Delaware			77-0260692
(State or ~~Other Jurisdiction~~other jurisdiction of ~~Incorporation~~ incorporation or ~~Organization)~~ organization)			(I.R.S. Employer Identification No.)



1141 Cummings Road, Santa Paula, CA			93060
(Address of ~~Principal Executive Offices)~~principal executive offices)			(Zip ~~Code)~~code)

Registrant’s telephone number, including area code: (805) 525-5541



~~Not Applicable~~ ~~(Former name, former address and former fiscal year, if changed since last report)~~

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol ~~(s)~~	Name of Each Exchange of Which Registered
Common Stock, $0.01 par value	LMNR	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý☒ Yes ¨☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ý☒ Yes ¨☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

¨☐

Large accelerated filer

ý☒

Accelerated filer

¨☐

Emerging growth company

¨☐

Non-accelerated filer

¨☐

Smaller reporting company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨☐ Yes ý☒ No

As of May 31, ~~2020,~~2021, there were ~~17,857,707~~17,685,400 shares outstanding of the registrant’s common stock.

LIMONEIRA COMPANY

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION		4

Item 1.	Financial Statements (Unaudited)	4

Consolidated Balance Sheets – April 30, ~~2020~~2021 and October 31, ~~2019~~2020		4

Consolidated Statements of Operations – three and six months ended April 30, ~~2020~~2021 and ~~2019~~2020		5

Consolidated Statements of Comprehensive ~~Loss~~Income (Loss) – three and six months ended April 30, ~~2020~~2021 and ~~2019~~2020		6

Consolidated Statements of Stockholders' Equity and Temporary Equity – three and six months ended April 30, ~~2020~~2021 and ~~2019~~2020		7

Consolidated Statements of Cash Flows – six months ended April 30, ~~2020~~2021 and ~~2019~~2020		8

Notes to Consolidated Financial Statements		10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2725

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4845

Item 4.	Controls and Procedures	4845

PART II. OTHER INFORMATION		4946

Item 1.	Legal Proceedings	4946

Item 1A.	Risk Factors	4946

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5046

Item 3.	Defaults Upon Senior Securities	5046

Item 4.	Mine Safety Disclosures	5046

Item 5.	Other Information	5046

Item 6.	Exhibits	5148

SIGNATURES		5350

Cautionary Note on Forward-Looking Statements.

This Quarterly Report on Form 10-Q contains both historical and forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q are subject to a number of risks and uncertainties, some of which are beyond the Company’s control.

The potential risks and uncertainties that could cause our actual financial condition, results of operations and future performance to differ materially from those expressed or implied include:

•changes in laws, regulations, rules, quotas, ~~tariff,~~tariffs, and import laws;

•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;

•market responses to industry volume pressures;

•increased pressure from disease, insects and other pests;

•disruption of water supplies or changes in water allocations;

•product and raw materials supplies and pricing;

•energy supply and pricing;

•changes in interest rates;

•availability of financing for development activities;

•general economic conditions for residential and commercial real estate development;

•political changes and economic crises;

•international conflict;

•acts of terrorism;

•labor disruptions, strikes, shortages or work stoppages;

•the impact of foreign exchange rate movements;

•negative impacts related to the COVID-19 pandemic and the effectiveness of the Company's responses to the pandemic;

•ability to maintain compliance with covenants under our loan agreements;

•loss of important intellectual property rights; and

•other factors disclosed in our public filings with the Securities and Exchange Commission (the "SEC").

These forward-looking statements involve risks and uncertainties that we have identified as having the potential to cause actual results to differ materially from those contemplated herein. We have described in Part ~~II,~~I, Item 1A-“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020 additional factors that could cause our actual results to differ from our projections or estimates, especially relating to the COVID-19 pandemic.

Many of these risks and uncertainties are currently amplified by, and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak. It is not possible to predict or identify all such risks.

The Company’s actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which the Company is not currently aware or which the Company currently deems immaterial could also cause the Company’s actual results to differ, including those discussed in the section entitled “Risk Factors” included ~~elsewhere in this Quarterly Report on Form 10-Q and~~ in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2019.~~2020. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update these forward-looking statements, even if our situation changes in the future.

~~The terms the “Company,” “Limoneira”,~~All references to “we,” ~~“our” and “us” as used throughout~~"us," “our,” “our Company,” "the Company" or "Limoneira" in this Quarterly Report on Form 10-Q ~~refer to~~mean Limoneira Company, a Delaware corporation, and its consolidated ~~subsidiaries, unless otherwise indicated.~~subsidiaries.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

LIMONEIRA COMPANY

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

($ in thousands, except share amounts)


	April 30, 2020			October 31, 2019				April 30, 2021		October 31, 2020
Assets							Assets
Current assets:							Current assets:
Cash	$	1,264		$	616		Cash	$	1,590	$	501
Accounts receivable, net	20,659			15,114			Accounts receivable, net	20,720		16,261
Cultural costs	4,161			7,223			Cultural costs	4,145		6,865
Prepaid expenses and other current assets	11,291			8,153			Prepaid expenses and other current assets	11,835		10,688
Receivables/other from related parties	6,276			2,985			Receivables/other from related parties	4,842		2,294
Income taxes receivable	5,906			979			Income taxes receivable	945		5,911
Total current assets	49,557			35,070			Total current assets	44,077		42,520

Property, plant and equipment, net	246,721			248,114			Property, plant and equipment, net	244,505		242,649
Real estate development	19,361			17,602			Real estate development	21,941		21,636
Equity in investments	60,413			58,223			Equity in investments	62,223		61,214
Investment in Calavo Growers, Inc.	—			17,346
Goodwill	1,523			1,839			Goodwill	1,550		1,535
Intangible assets, net	11,682			12,407			Intangible assets, net	11,160		11,309
Other assets	9,403			9,266			Other assets	9,171		8,737
Total assets	$	398,660		$	399,867		Total assets	$	394,627	$	389,600

Liabilities and stockholders’ equity
Liabilities and Stockholders' Equity							Liabilities and Stockholders' Equity
Current liabilities:							Current liabilities:
Accounts payable	$	10,451		$	4,974		Accounts payable	$	8,531	$	5,838
Growers payable	5,629			14,500			Growers payable	8,466		8,126
Accrued liabilities	6,503			8,261			Accrued liabilities	5,930		7,947
Payables to related parties	3,819			906			Payables to related parties	7,487		6,273
Current portion of long-term debt	3,045			3,023			Current portion of long-term debt	3,336		3,277
Total current liabilities	29,447			31,664			Total current liabilities	33,750		31,461
Long-term liabilities:							Long-term liabilities:
Long-term debt, less current portion	124,294			105,892			Long-term debt, less current portion	128,190		122,571
Deferred income taxes	22,160			24,346			Deferred income taxes	22,217		22,430
Other long-term liabilities	6,109			5,467			Other long-term liabilities	6,573		6,568
Total liabilities	182,010			167,369			Total liabilities	190,730		183,030
Commitments and contingencies (See Note 18)
Commitments and contingencies (See Note 16)							Commitments and contingencies (See Note 16)	0		0

Series B Convertible Preferred Stock – $100.00 par value (50,000 shares authorized: 14,790 shares issued and outstanding at April 30, 2020 and October 31, 2019) (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 April 30, 2020 and October 31, 2019) (4% dividend rate on liquidation value of $1,000 per share)	9,331			9,331
Series B Convertible Preferred Stock – $100.00 par value (50,000 shares authorized: 14,790 shares issued and outstanding at April 30, 2021 and October 31, 2020) (8.75% coupon rate)							Series B Convertible Preferred Stock – $100.00 par value (50,000 shares authorized: 14,790 shares issued and outstanding at April 30, 2021 and October 31, 2020) (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 April 30, 2021 and October 31, 2020) (4% dividend rate on liquidation value of $1,000 per share)							Series B-2 Convertible Preferred Stock – $100.00 par value (10,000 shares authorized: 9,300 shares issued and outstanding at April 30, 2021 and October 31, 2020) (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 April 30, 2020 and October 31, 2019)	—			—
Common Stock – $0.01 par value (39,000,000 shares authorized: 17,857,707 and 17,756,180 shares issued and outstanding at April 30, 2020 and October 31, 2019, respectively)	179			178
Stockholders' Equity:							Stockholders' Equity:
Series A Junior Participating Preferred Stock – $0.01 par value (20,000 shares authorized: 0 issued or outstanding at April 30, 2021 and October 31, 2020)							Series A Junior Participating Preferred Stock – $0.01 par value (20,000 shares authorized: 0 issued or outstanding at April 30, 2021 and October 31, 2020)	0		0
Common Stock – $0.01 par value (39,000,000 shares authorized: 17,936,377 and 17,857,707 shares issued and 17,685,400 and 17,606,730 shares outstanding at April 30, 2021 and October 31, 2020, respectively)							Common Stock – $0.01 par value (39,000,000 shares authorized: 17,936,377 and 17,857,707 shares issued and 17,685,400 and 17,606,730 shares outstanding at April 30, 2021 and October 31, 2020, respectively)	179		179
Additional paid-in capital	161,227			160,254			Additional paid-in capital	163,020		162,084
Retained earnings	38,850			53,089			Retained earnings	25,620		30,797
Accumulated other comprehensive loss	(8,806		)	(7,255		)	Accumulated other comprehensive loss	(5,908)		(7,548)
Treasury stock, at cost, 250,977 shares at April 30, 2021 and October 31, 2020							Treasury stock, at cost, 250,977 shares at April 30, 2021 and October 31, 2020	(3,493)		(3,493)
Noncontrolling interest	14,390			15,422			Noncontrolling interest	13,669		13,741
Total stockholders’ equity	205,840			221,688
Total liabilities and stockholders’ equity	$	398,660		$	399,867
Total stockholders' equity							Total stockholders' equity	193,087		195,760
Total liabilities and stockholders' equity							Total liabilities and stockholders' equity	$	394,627	$	389,600

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Organization and Basis of Presentation

Business

Limoneira Company (together with its consolidated subsidiaries, the “Company”) engages primarily in growing citrus and avocados, picking and hauling citrus, and packing, marketing and selling lemons. The Company is also engaged in residential rentals and other rental operations and real estate development activities.

The Company markets and sells lemons directly to food service, wholesale and retail customers throughout the United States, Canada, Asia, Europe and other international markets. The Company is a member of Sunkist Growers, Inc. (“Sunkist”), an agricultural marketing cooperative, and sells its oranges, specialty citrus and other crops to Sunkist-licensed and other third-party packinghouses.

The Company sells the majority of its avocado production to Calavo Growers, Inc. (“Calavo”), a packing and marketing company listed on the NASDAQ Global Select Market under the symbol CVGW. Calavo’s customers include many of the largest retail and food service companies in the United States and Canada. Calavo packs the Company’s avocados, which are then sold and distributed under Calavo brands to its customers.

Basis of Presentation and Preparation

The accompanying unaudited interim consolidated financial statements include the accounts of the Company and the accounts of all the subsidiaries and investments in which the Company holds a controlling interest. Intercompany accounts and transactions have been eliminated. In the opinion of the Company, the unaudited interim consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these unaudited interim consolidated financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Because the consolidated financial statements do not include all of the information and notes required by GAAP for a complete set of consolidated financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K.

2. Summary of Significant Accounting Policies

Comprehensive Income (Loss)

~~Changes in Accounting Policies~~

~~On November 1, 2019, the Company adopted Financial Accounting Standards Board ("FASB") -~~ ~~Accounting Standards Update ("ASU") 2016-02, Leases~~ (as amended, "ASU 2016-02" or the "New Lease Standard"). A lease is defined as a contract that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company enters into contracts that are, or contain, leases as both a lessee and a lessor. The following accounting policies have been updated as part of the adoption of the New Lease Standard.

~~Leases~~

~~Accounting for Operating Leases as a Lessee~~- In its ordinary course of business, the Company enters into leases as a lessee generally for agricultural land and packinghouse equipment. The Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in other assets, accrued liabilities and other long-term liabilities on its consolidated balance sheets. Operating lease right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease, measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As none of the Company’s leases provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

~~LIMONEIRA COMPANY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)~~

~~2. Summary of Significant Accounting Policies (continued)~~

~~Leases (continued)~~

Certain of the Company’s agricultural land agreements contain variable costs based on a percentage of the operating results of the leased property. Such variable lease costs are expensed as incurred. These land agreements also contain costs for non-lease components, such as water usage, which the Company accounts for separately from the lease components. For all other agreements, the Company generally combines lease and non-lease components in calculating the ROU assets and lease liabilities. See Note 13 - Leases for additional information.

~~Accounting for Leases as a Lessor~~ - Leases in which the Company acts as the lessor include land, residential and commercial units and are all classified as operating leases. Certain of the Company’s contracts contain variable income based on a percentage of the operating results of the leased asset. Certain of the Company’s contracts contain non-lease components such as water, utilities and common area services. The Company has elected to not separate lease and non-lease components for its lessor arrangements and the combined component is accounted for entirely under Accounting Standards Codification ("ASC") 842, ~~Leases~~. The underlying asset in an operating lease arrangement is carried at depreciated cost within property, plant, and equipment, net on the consolidated balance sheets. Depreciation is calculated using the straight-line method over the useful life of the underlying asset. The Company recognizes operating lease revenue on a straight-line basis over the lease term.

Comprehensive ~~(Loss) Income~~

~~Comprehensive~~income (loss) ~~income~~ represents all changes in a company’s net assets, except changes resulting from transactions with ~~shareholders,~~stockholders. Other comprehensive income or loss primarily includes foreign currency translation items and defined benefit pension items. Accumulated other comprehensive income (loss) is reported as a component of the ~~Company’s stockholders’~~Company's stockholders' equity. ~~As of April 30, 2020,~~

The following tables summarizes the ~~components of accumulated~~changes in other comprehensive loss, net of tax, consist of accumulated foreign currency translation losses of $4,248,000 and accumulated pension losses of $4,558,000. As of October 31, 2019, accumulated other comprehensive loss consisted of accumulated foreign currency translation losses of $2,362,000, accumulated pension losses of $4,753,000 and accumulated losses related to available for sale securities of $140,000.income (loss) by component (in thousands):

~~Reclassifications and Adjustments~~


	Three Months Ended April 30,
	2021						2020
	Pre-tax Amount		Tax Expense		Net Amount		Pre-tax Amount		Tax Expense		Net Amount
Foreign currency translation adjustments	$	577	$	0	$	577	$	(619)	$	0	$	(619)
Minimum pension liability adjustments:
Other comprehensive gain before reclassifications	184		(50)		134		110		(50)		60
Available-for-sale securities:
Amounts reclassified to earnings included in "Selling, general and administrative"	0		0		0		140		0		140
Other comprehensive income (loss)	$	761	$	(50)	$	711	$	(369)	$	(50)	$	(419)

Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the April 30, 2020 presentation. The Company reclassified receivables/other from related parties and payables to related parties of $2,985,000 and $906,000, respectively, as of October 31, 2019, from accounts receivable, net, and accrued liabilities, respectively.

~~Recent Accounting Pronouncements~~

~~FASB ASU 2016-02, Leases (Topic 842) and related ASUs, including ASU 2018-11, Leases (Topic 842): Targeted Improvements~~

In February 2016, the FASB issued ASU 2016-02, which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11 which, among other things, provides administrative relief by allowing entities to implement the lease standard on a modified retrospective basis (the "Optional Transition Method"). Effectively, the Optional Transition Method permits companies to adopt the lease standard through a cumulative effect adjustment to their opening balance sheet on the date of adoption and report under the New Lease Standard on a post-adoption basis.

The Company adopted ASU 2016-02 effective November 1, 2019 using the Optional Transition Method. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment of whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the New Lease Standard. The Company elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of ROU assets. The Company did not elect to combine lease and non-lease components for land leases but elected to combine lease and non-lease components for all other asset classes. The Company also elected to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company updated its accounting policies, processes and internal controls in order to meet the New Lease Standard's reporting and disclosure requirements.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

2. Summary of Significant Accounting Policies (continued)


	Six Months Ended April 30,
	2021						2020
	Pre-tax Amount		Tax Expense		Net Amount		Pre-tax Amount		Tax Expense		Net Amount
Foreign currency translation adjustments	$	1,372	$	0	$	1,372	$	(1,886)	$	0	$	(1,886)
Minimum pension liability adjustments:
Other comprehensive gain before reclassifications	368		(100)		268		295		(100)		195
Available-for-sale securities:
Amounts reclassified to earnings included in "Selling, general and administrative"	0		—		0		140		0		140
Other comprehensive income (loss)	$	1,740	$	(100)	$	1,640	$	(1,451)	$	(100)	$	(1,551)

The following table summarizes the changes in accumulated other comprehensive (loss) income by component (in thousands):


	Foreign Currency Translation (Loss) Income		Defined Benefit Pension Plan		Available-for-Sale Securities		Accumulated Other Comprehensive (Loss) Income
Balance as of October 31, 2020	$	(3,069)	$	(4,479)	$	0	$	(7,548)
Other comprehensive income	1,372		268		0		1,640
Balance as of April 30, 2021	$	(1,697)	$	(4,211)	$	0	$	(5,908)


	Foreign Currency Translation Loss		Defined Benefit Pension Plan		Available-for-Sale Securities		Accumulated Other Comprehensive Loss
Balance as of October 31, 2019	$	(2,362)	$	(4,753)	$	(140)	$	(7,255)
Other comprehensive (loss) income	(1,886)		195		140		(1,551)
Balance as of April 30, 2020	$	(4,248)	$	(4,558)	$	0	$	(8,806)

Recent Accounting Pronouncements ~~(continued)~~

The adoption of ASU 2016-02 had a material impact on its consolidated balance sheets, but did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. Upon adoption as of November 1, 2019, the Company recorded ROU assets of $2,400,000 and lease liabilities of $2,500,000 for operating leases in which the Company is a lessee. The adoption also included an immaterial reclassification of accrued rent liabilities against the ROU asset balance. As of November 1, 2019, there were no material finance leases for which the Company was a lessee. The adoption of ASU 2016-02 did not change the Company’s accounting for its operating leases in which it acts as the lessor. See Note 13 - Leases for additional information.

FASB ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related ASUs

This amendment requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses.

ASU 2016-13 is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. ~~Early application is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.~~ The Company ~~does not expect~~adopted this ASU toeffective November 1, 2020 and the adoption did not have a material impact on its consolidated financial statements.

FASB ASU ~~2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General~~2020-06, Debt—Debt with Conversion and Other Options (Subtopic ~~715-20)~~470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): ~~Disclosure Framework - Changes to the Disclosure Requirements~~Accounting for ~~Defined Benefit Plans~~Convertible Instruments and Contracts in an Entity’s Own Equity

This amendment ~~adds,~~simplifies accounting for convertible instruments by removing major separation models currently required under GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes ~~and clarifies~~certain settlement conditions that are required for equity contracts to qualify for the ~~disclosure requirements~~derivative scope exception, which will permit more equity contracts to qualify for ~~employers that sponsor defined benefit pension or other post retirement plans. For~~it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas.

ASU 2020-06 is effective for public business entities that meet the ~~amendments are effective~~definition of a SEC filer for fiscal years ~~ending~~beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020. ~~Early adoption is permitted.~~ The Company is evaluating the effect this ASU may have on its consolidated financial statements.

~~FASB ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~

This amendment removes specific exceptions to the general principles in Topic 740 in GAAP. It eliminates the need for an organization to analyze whether certain exceptions apply in a given period. The amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP under certain situations.

ASU 2019-12 is effective for public business entities, for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. An entity that elects early adoption in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption should adopt all the amendments in the same period. The Company early adopted this ASU as of November 1, 2019 and the adoption did not have a material impact on its consolidated financial statements.

~~Coronavirus Aid, Relief, and Economic Security Act ("CARES Act")~~

On March 27, 2020, the CARES Act was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company has evaluated the impact on its consolidated financial statements at April 30, 2020 and has estimated the impact of approximately $1,380,000 of income tax benefit and $4,924,000 federal tax refund utilizing net operating loss provisions of the CARES Act. The Company anticipates it will benefit from the utilization of net operating losses, the technical correction for qualified leasehold improvements eligible for 100% tax bonus depreciation and potentially other provisions within the CARES Act.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

3. ~~Acquisitions~~

~~Business Combination~~

~~Trapani Fresh~~

On May 30, 2019, the Company acquired a 51% interest in a joint venture, Trapani Fresh, formed with FGF Trapani (“FGF”), a multi-generational, family-owned citrus operation in Argentina. To consummate the transaction, the Company formed a subsidiary under the name Limoneira Argentina S.A.U. (“Limoneira Argentina”) as the managing partner and acquired a 51% interest in an Argentine Trust that holds a 75% interest in Finca Santa Clara (“Santa Clara”), a ranch with approximately 1,200 acres of planted lemons. Trapani Fresh controls the trust and grows, packs, markets and sells fresh citrus. Total consideration paid for the Company’s interest in Trapani Fresh was $15,000,000 and transaction costs of approximately $654,000 were included in selling, general and administrative expense during the fiscal year ended October 31, 2019.

In February 2020, FGF agreed to a decrease in the purchase consideration of $152,000 to reflect profits that Limoneira Argentina would have received had the transaction been consummated at the beginning of the 2019 lemon export season. The Company has recorded a receivable from FGF, a decrease in non-controlling interest and a decrease in goodwill.

Below is a summary of the fair value of the net assets acquired on the acquisition date based on a third-party valuation, which was finalized during the second quarter of fiscal year 2020 (in thousands):

Cultural costs $ 3,270
Land and land improvements 9,520
Buildings and improvements 870
Orchards 8,410
Customer relationships, trademarks and non-competition agreement (10-year useful life) 6,920
Goodwill 123
Total assets acquired 29,113
Noncontrolling interest (14,265 )
Net cash paid $ 14,848

Goodwill of $123,000 relates to synergies of the operations, has been allocated to the fresh lemons segment and is currently not expected to be deductible for tax purposes. Revenue of $14,651,000 and net income of $999,000 of Trapani Fresh were included in the Company’s consolidated statement of operations from the acquisition date to the period ended October 31, 2019. The unaudited, pro forma consolidated statement of operations as if Trapani Fresh had been included in the consolidated results of the Company for the years ended October 31, 2019 and 2018 would have resulted in revenues of $177,625,000 and $153,033,000, respectively, and net (loss) income of $(6,092,000) and $21,942,000, respectively.

~~4. Fair Value Measurements~~

Under the FASB ASC 820, Fair Value Measurement and Disclosures, a fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

The following table sets forth the Company’s financial assets as of October 31, 2019, which were measured on a recurring basis during the period, segregated by level within the fair value hierarchy (in thousands):

October 31, 2019 Level 1 Level 2 Level 3 Total
Assets at fair value:

Equity securities $ 17,346
$ —
$ —
$ 17,346

~~LIMONEIRA COMPANY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)~~

~~4. Fair Value Measurements (continued)~~

Equity securities consisted of marketable securities in Calavo common stock. At October 31, 2019, the Company owned 200,000 shares which represented approximately 1.1% of Calavo’s outstanding common stock at a stock price of $97.00 per share. These securities were measured at fair value by quoted market prices and changes in fair value were included in the statement of operations.

In March 2020, the Company sold all 200,000 shares of Calavo common stock for a total of $11,048,000, recognizing a loss of $4,275,000 and $6,299,000, for the three and six months ended April 30, 2020, respectively, which is included in other (expense) income in the consolidated statement of operations. In fiscal year 2019, the Company sold 50,000 shares of Calavo common stock for a total of $4,786,000, recognizing a loss of $63,000, which was included in other (expense) income in the consolidated statement of operations.

5. Concentrations and Geographic Information

Lemons procured from third-party growers were ~~60%~~50% and ~~59%~~60% of the Company's lemon supply in the three months ended April 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Lemons procured from third-party growers were ~~58%~~49% and ~~59%~~58% of the Company's lemon supply in the six months ended April 30, ~~2020~~2021 and ~~2019,~~2020, respectively, of which one third-party grower was ~~12%~~19% of the lemon supply ~~as of~~for the six months ended April 30, ~~2020.~~ 2021.

The Company sells the majority of its avocado production to ~~Calavo and the~~Calavo. The Company sells a majority of its oranges and specialty citrus to a third-party packinghouse.

Concentrations of credit risk with respect to ~~trade~~revenues and account receivables are limited due to a large, diverse customer base.

~~During~~ One individual customer represented 11% of revenues for the ~~three and~~ six months ended April 30, 2021. One individual customer represented more than 10% of accounts receivable, net as of April 30, 2021.

During the three months ended April 30, 2021 and 2020, the Company had approximately $950,000 and $921,000, respectively, of total sales in Chile by Fruticola Pan de Azucar S.A. ("PDA") and Agricola San Pablo SpA ("San Pablo"). During the three months ended April 30, 2021 and 2020, the Company had approximately $884,000 and $2,280,000, respectively, of total sales in Argentina by Trapani Fresh. During the six months ended April 30, 2021 and 2020, the Company had approximately $1,977,000 and $1,460,000, respectively, of ~~lemon and orange~~total sales in Chile by PDA and San ~~Pablo, respectively,~~Pablo. During the six months ended April 30, 2021 and ~~$2,280,000~~2020, the Company had approximately $2,555,000 and $2,479,000, respectively, of ~~lemon and orange~~total sales in Argentina by Trapani ~~Fresh, respectively. During~~Fresh.

Aggregate foreign exchange transaction losses realized for our foreign subsidiaries was approximately $551,000 for the ~~three and~~ six months ended April 30, ~~2019,~~2021 and are included in selling, general and administrative expenses in the ~~Company had approximately $907,000, and $1,545,000~~consolidated statements of ~~lemon and orange sales in Chile by PDA and San Pablo, respectively.~~operations. Foreign exchange transaction gains/losses were immaterial for the six months ended April 30, 2020.

6.4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	April 30, 2021		October 31, 2020
Prepaid supplies and insurance	$	2,769	$	2,080

Note receivable and related interest	2,464		2,490
Real estate development held for sale	2,543		2,543
Sales tax receivable	1,549		1,867
Lemon supplier advances and other	2,510		1,708
	$	11,835	$	10,688

Fresh
Lemons
Lemon
Packing
Eliminations

Avocados
Other
Agribusiness
Total
Agribusiness
Corporate
and Other
Total
Revenues from external customers $ 32,428
$ 3,954
$ —
$ 540
$ 3,901
$ 40,823
$ 1,212
$ 42,035
Intersegment revenue —
8,157
(8,157 ) —
—
—
—
—
Total net revenues 32,428
12,111
(8,157 ) 540
3,901
40,823
1,212
42,035
Costs and expenses 27,915
10,664
(8,157 ) 921
3,875
35,218
5,701
40,919
Depreciation and amortization —
—
—
—
—
1,860
261
2,121
Operating income (loss) $ 4,513
$ 1,447
$ —
$ (381 ) $ 26
$ 3,745
$ (4,750 ) $ (1,005 )

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

Fresh Lemons

Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products and other lemon revenue such as purchased, packed fruit for resale. For the second quarter of fiscal years ~~2020~~2021 and ~~2019,~~2020, our fresh lemons segment total net revenues were ~~$28.7~~$32.6 million and ~~$32.4~~$28.7 million, respectively. The ~~11% decrease~~14% increase of ~~$3.7~~$3.9 million was primarily due to ~~decreases~~increases in fresh lemon carton sales of ~~$1.1~~$3.4 million, ~~and~~ lemon by-products of ~~$2.7~~$0.1 million ~~partially offset by an increase in~~and brokerage and other sales of ~~$0.1~~$0.4 million.

Costs and expenses associated with our fresh lemons segment include harvest costs, growing costs and costs of ~~fruit~~lemons we procure from third-party growers. For the second quarter of fiscal years ~~2020~~2021 and ~~2019,~~2020, our fresh lemons segment costs and expenses were ~~$27.0~~$28.6 million and ~~$27.9~~$27.0 million, respectively. The ~~3% decrease~~6% increase of ~~$1.0~~$1.7 million primarily consisted of the following:

•Harvest costs for the second quarter of fiscal year ~~2020~~2021 were ~~$0.2~~$1.2 million higher than the same period of fiscal year ~~2019.~~2020.

•Growing costs for the second quarter of fiscal year ~~2020~~2021 were ~~$0.3~~$0.1 million higher than the same period of fiscal year ~~2019.~~2020.

•Third-party grower costs for the second quarter of fiscal year ~~2020~~2021 were ~~$2.5~~$0.4 million lower than the same period of fiscal year ~~2019.~~2020.

•Transportation costs for the second quarter of fiscal year ~~2020~~2021 were ~~$0.7~~$0.1 million higher than the same period of fiscal year ~~2019.~~2020.

•Intersegment costs and expenses for the second quarter of fiscal year ~~2020~~2021 were ~~$0.3~~$0.8 million higher than the same period of fiscal year ~~2019.~~2020.

Lemon Packing

Lemon packing segment revenue is comprised of intersegment packing revenue and shipping and handling revenue. For the second quarter of fiscal years ~~2020~~2021 and ~~2019,~~2020, our lemon packing segment total net revenues were $15.4 million and $12.3 million, ~~and $12.1~~respectively. The 25% increase of $3.0 million ~~respectively.~~was primarily due to higher average per carton pack revenue.

Costs and expenses associated with our lemon packing segment consist of the cost to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies and facility operating costs. For the second quarter of fiscal years ~~2020~~2021 and ~~2019,~~2020, our lemon packing costs and expenses were $10.9 million and $10.3 million, ~~and $10.7~~respectively. The 5% increase of $0.5 million ~~respectively.~~was primarily due to increased volume of lemons packed at higher average per carton costs.

For the second quarter of fiscal years ~~2020~~2021 and ~~2019,~~2020, lemon packing segment operating income per carton sold was ~~$1.41~~$2.95 and ~~$1.11,~~$1.41, respectively.

In the second quarter of fiscal years ~~2020~~2021 and ~~2019,~~2020, the lemon packing segment included ~~$8.5~~$9.3 million and ~~$8.2~~$8.5 million, respectively, of intersegment revenues that were charged to the fresh lemons segment to pack lemons for sale. Such intersegment revenues and expenses are eliminated in our consolidated financial statements.

Avocados

For the second quarter of fiscal years ~~2020~~2021 and ~~2019,~~2020, our avocados segment had total ~~net~~ revenues of ~~$2.0~~$2.7 million and ~~$0.5~~$2.0 million, respectively.

Costs and expenses associated with our avocados segment include harvest and growing costs. For the second quarter of fiscal years ~~2020~~2021 and ~~2019,~~2020, our avocados segment costs and expenses were ~~$1.6~~$1.4 million and ~~$0.9~~$1.6 million, respectively. The ~~69% increase~~8% decrease of ~~$0.6~~$0.1 million primarily consisted of ~~the following:~~growing costs.

~~Harvest costs for the second quarter of fiscal year 2020 were $0.2 million higher than the same period of fiscal year 2019.~~

~~Growing costs for the second quarter of fiscal year 2020 were $0.5 million higher than the same period of fiscal year 2019.~~

Other Agribusiness

For the second quarter of fiscal years ~~2020~~2021 and ~~2019,~~2020, our other agribusiness segment total net revenues were ~~$3.8~~$2.6 million and ~~$3.9~~$3.8 million, respectively. The 2%32% decrease of ~~$0.1~~$1.2 million primarily consisted of the following:

•Orange revenues for the second quarter of fiscal year ~~2020~~2021 were ~~$0.7~~$1.3 million ~~higher~~lower than the same period of fiscal year ~~2019.~~2020.

•Specialty citrus and other crops revenues for the second quarter of fiscal year ~~2020~~2021 were ~~$0.8 million lower than~~similar to the same period of fiscal year ~~2019.~~2020.

Costs and expenses associated with our other agribusiness segment include harvest costs, growing costs and purchased fruit costs. For the second quarter of fiscal years ~~2020~~2021 and ~~2019,~~2020, our other agribusiness costs and expenses were ~~$3.4~~$2.5 million and ~~$3.9~~$3.4 million, respectively. The ~~12%~~26% decrease of ~~$0.5~~$0.9 million primarily consisted of the following:

•Harvest costs for the second quarter of fiscal year ~~2020~~2021 were $0.4 million lower than the same period of fiscal year ~~2019.~~2020.

•Growing costs for the second quarter of fiscal year ~~2020~~2021 were ~~$0.7~~$0.1 million ~~lower~~higher than the same period of fiscal year ~~2019.~~2020.

•Purchased fruit costs for the second quarter of fiscal year ~~2020~~2021 were $0.6 million ~~higher~~lower than the same period of fiscal year ~~2019.~~2020.

Total agribusiness depreciation and amortization expenses for the second quarter of fiscal year ~~2020~~2021 were ~~$0.3~~$0.1 million higher than the same period of fiscal year ~~2019.~~2020.

Corporate and Other

Our ~~rental~~corporate and other operations had ~~total net~~ revenues of ~~approximately~~ $1.1 million for the second quarter of both fiscal years ~~2020~~2021 and ~~2019.~~2020.

Costs and expenses in ~~rental~~our corporate and other operations ~~and real estate development~~ for the second quarter of fiscal years 2021 and 2020 were approximately $6.0 million and ~~2019 were $1.1 million.~~$6.2 million, respectively, and include selling, general and administrative costs and expenses not allocated to the operating segments. Depreciation and amortization expenses for the second quarter of fiscal years ~~2020~~2021 and ~~2019~~2020 were similar at approximately $0.3 million.

Selling, general and administrative costs and expenses include other costs not allocated to the operating segments. Selling, general and administrative costs and expenses for the second quarter of fiscal year 2020 were $0.5 million higher than the same period of fiscal year 2019.

Six Months Ended April 30, ~~2020~~2021 Compared to the Six Months Ended April 30, ~~2019~~2020

The following table shows the segment results of operations for the six months ended April 30, 2021 (in thousands):


	Fresh Lemons		Lemon Packing		Eliminations		Avocados		Other Agribusiness		Total Agribusiness		Corporate and Other		Total
Revenues from external customers	$	61,900	$	11,000	$	—	$	2,707	$	5,519	$	81,126	$	2,281	$	83,407
Intersegment revenue	—		15,967		(15,967)		—		—		—		—		—
Total net revenues	61,900		26,967		(15,967)		2,707		5,519		81,126		2,281		83,407
Costs and expenses	58,136		20,405		(15,967)		1,433		4,876		68,883		12,727		81,610
Depreciation and amortization	—		—		—		—		—		4,497		556		5,053
Operating income (loss)	$	3,764	$	6,562	$	—	$	1,274	$	643	$	7,746	$	(11,002)	$	(3,256)

The following table shows the segment results of operations for the six months ended April 30, 2020 (in thousands):


	Fresh Lemons		Lemon Packing		Eliminations		Avocados		Other Agribusiness		Total Agribusiness		Corporate and Other		Total
Revenues from external customers	$	60,772	$	7,977	$	—	$	2,190	$	7,983	$	78,922	$	2,305	$	81,227
Intersegment revenue	—		15,559		(15,559)		—		—		—		—		—
Total net revenues	60,772		23,536		(15,559)		2,190		7,983		78,922		2,305		81,227
Costs and expenses	61,312		18,937		(15,559)		2,034		7,324		74,048		13,480		87,528
Depreciation and amortization	—		—		—		—		—		4,444		554		4,998
Operating (loss) income	$	(540)	$	4,599	$	—	$	156	$	659	$	430	$	(11,729)	$	(11,299)

Fresh
Lemons
Lemon
Packing
Eliminations

Avocados
Other
Agribusiness
Total
Agribusiness
Corporate
and Other
Total
Revenues from external customers $ 60,772
$ 7,977
$ —
$ 2,190
$ 7,983
$ 78,922
$ 2,305
$ 81,227
Intersegment revenue —
15,559
(15,559 ) —
—
—
—
—
Total net revenues 60,772
23,536
(15,559 ) 2,190
7,983
78,922
2,305
81,227
Costs and expenses 61,312
18,937
(15,559 ) 2,034
7,324
74,048
13,480
87,528
Depreciation and amortization —
—
—
—
—
4,444
554
4,998
Operating income (loss) $ (540 ) $ 4,599
$ —
$ 156
$ 659
$ 430
$ (11,729 ) $ (11,299 )

~~The following table shows the segment results of operations for the six months ended~~ ~~April 30, 2019~~ ~~(in thousands):~~

Fresh
Lemons
Lemon
Packing
Eliminations

Avocados
Other
Agribusiness
Total
Agribusiness
Corporate
and Other
Total
Revenues from external customers $ 66,921
$ 8,057
$ —
$ 543
$ 6,102
$ 81,623
$ 2,430
$ 84,053
Intersegment revenue —
15,201
(15,201 ) —
—
—
—
—
Total net revenues 66,921
23,258
(15,201 ) 543
6,102
81,623
2,430
84,053
Costs and expenses 59,997
19,448
(15,201 ) 1,637
6,385
72,266
11,565
83,831
Depreciation and amortization —
—
—
—
—
3,728
519
4,247
Operating income (loss) $ 6,924
$ 3,810
$ —
$ (1,094 ) $ (283 ) $ 5,629
$ (9,654 ) $ (4,025 )

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

Fresh Lemons

Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products and other lemon revenue such as purchased, packed fruit for resale. For the first six months of fiscal years ~~2020~~2021 and ~~2019,~~2020, our fresh lemons segment total net revenues were ~~$60.8~~$61.9 million and ~~$66.9~~$60.8 million, respectively. The ~~9% decrease~~2% increase of ~~$6.1~~$1.1 million was primarily due to ~~decreases~~increases in fresh

lemon carton sales of ~~$4.9 million and lemon by-products of $3.8~~$1.4 million partially offset by ~~an increase~~decreases in lemon by-products of $0.1 million and decreases in brokerage and other sales of ~~$2.6~~$0.1 million.

Costs and expenses associated with our fresh lemons segment include harvest costs, growing costs and costs of ~~fruit~~lemons we procure from third-party growers. For the first six months of fiscal years ~~2020~~2021 and ~~2019,~~2020, our fresh lemons segment costs and expenses were ~~$61.3~~$58.1 million and ~~$60.0~~$61.3 million, respectively. The ~~2% increase~~5% decrease of ~~$1.3~~$3.2 million primarily consisted of the following:

•Harvest costs for the first six months of fiscal year ~~2020~~2021 were ~~$1.5~~$0.1 million higher than the same period of fiscal year ~~2019~~2020.

•Growing costs for the first six months of fiscal year ~~2020~~2021 were ~~$2.6~~$0.7 million ~~higher~~lower than the same period of fiscal year ~~2019.~~2020.

•Third-party grower costs for the first six months of fiscal year ~~2020~~2021 were ~~$4.4~~$3.3 million lower than the same period of fiscal year ~~2019.~~2020.

•Transportation costs for the first six months of fiscal year ~~2020~~2021 were ~~$1.3~~$0.3 million higher than the same period of fiscal year ~~2019.~~2020.

•Intersegment costs and expenses for the first six months of fiscal year ~~2020~~2021 were $0.4 million higher than the same period of fiscal year ~~2019.~~2020.

Lemon Packing

Lemon packing segment revenue is comprised of intersegment packing revenue and shipping and handling revenue. For the first six months of fiscal years ~~2020~~2021 and ~~2019,~~2020, our lemon packing segment total net revenues were $27.0 million and $23.5 million, ~~and $23.3~~respectively. The 15% increase of $3.4 million ~~respectively.~~was primarily due to higher average per carton pack revenue.

Costs and expenses associated with our lemon packing segment consist of the cost to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies and facility operating costs. For the first six months of fiscal years ~~2020~~2021 and ~~2019,~~2020, our lemon packing costs and expenses were $20.4 million and $18.9 million, ~~and $19.4~~respectively. The 8% increase of $1.5 million ~~respectively.~~was primarily due to increased volume of lemons packed at higher average per carton costs.

For the first six months of fiscal years ~~2020~~2021 and ~~2019,~~2020, lemon packing segment operating income per carton sold was ~~$1.67~~$2.30 and ~~$1.48,~~$1.67, respectively.

In the first six months of fiscal years ~~2020~~2021 and ~~2019,~~2020, the lemon packing segment included ~~$15.6~~$16.0 million and ~~$15.2~~$15.6 million, respectively, of intersegment revenues that were charged to the fresh lemons segment to pack lemons for sale. Such intersegment revenues and expenses are eliminated in our consolidated financial statements.

Avocados

For the first six months of fiscal years ~~2020~~2021 and ~~2019,~~2020, our avocados segment had total ~~net~~ revenues of ~~$2.2~~$2.7 million and ~~$0.5~~$2.2 million, respectively.

Costs and expenses associated with our avocados segment include harvest and growing costs. For the first six months of fiscal years ~~2020~~2021 and ~~2019,~~2020, our avocados segment costs and expenses were ~~$2.0~~$1.4 million and ~~$1.6~~$2.0 million, respectively. The ~~24% increase~~30% decrease of ~~$0.4~~$0.6 million primarily consisted of ~~the following:~~growing costs.

~~Harvest costs for the first six months of fiscal year 2020 were $0.2 million higher than the same period of fiscal year 2019.~~

~~Growing costs for the first six months of fiscal year 2020 were $0.2 million higher than the same period of fiscal year 2019.~~

Other Agribusiness

For the first six months of fiscal years ~~2020~~2021 and ~~2019,~~2020, our other agribusiness segment total net revenues were ~~$8.0~~$5.5 million and ~~$6.1~~$8.0 million, respectively. The 31% ~~increase~~decrease of ~~$1.9~~$2.5 million primarily consisted of the following:

•Orange revenues for the first six months of fiscal year ~~2020~~2021 were ~~$2.0~~$2.4 million ~~higher~~lower than the same period of fiscal year ~~2019.~~2020.

•Specialty citrus and other crops revenues for the first six months of fiscal year ~~2020~~2021 were ~~$0.1 million lower than~~similar to the same period of fiscal year ~~2019.~~2020.

Costs and expenses associated with our other agribusiness segment include harvest costs, growing costs and purchased fruit costs. For the first six months of fiscal years ~~2020~~2021 and ~~2019,~~2020, our other agribusiness costs and expenses were ~~$7.3~~$4.9 million and ~~$6.4~~$7.3 million, respectively. The ~~15% increase~~33% decrease of ~~$0.9~~$2.4 million primarily consisted of the following:

•Harvest costs for the first six months of fiscal year ~~2020~~2021 were ~~similar to~~$0.6 million lower than the same period of fiscal year ~~2019.~~2020.

•Growing costs for the first six months of fiscal year ~~2020~~2021 were $0.5 million lower than the same period of fiscal year ~~2019.~~2020.

•Purchased fruit costs for the first six months of fiscal year ~~2020~~2021 were $1.4 million ~~higher~~lower than the same period of fiscal year ~~2019.~~2020.

Total agribusiness depreciation and amortization expenses for the first six months of fiscal year ~~2020~~2021 were ~~$0.7~~$0.1 million higher than the same period of fiscal year ~~2019.~~2020.

Corporate and Other

Our ~~rental~~corporate and other operations had ~~total net~~ revenues of ~~approximately~~ $2.3 million for the first six months of both fiscal years ~~2020~~2021 and ~~2019.~~2020.

Costs and expenses in ~~rental~~our corporate and other operations ~~and real estate development~~ for the first six months of fiscal years 2021 and 2020 ~~and 2019~~ were ~~$2.4~~approximately $12.7 million and ~~$2.2~~$13.5 million, ~~respectively.~~respectively, and include selling, general and administrative costs and expenses not allocated to the operating segments. Depreciation and amortization expenses for the first six months of fiscal years ~~2020~~2021 and ~~2019~~2020 were similar at approximately $0.6 million.

Selling, general and administrative costs and expenses include other costs not allocated to the operating segments. Selling, general and administrative costs and expenses for the first six months of fiscal year 2020 were $1.8 million higher than the same period of fiscal year 2019.

Seasonal Operations

Historically, our agribusiness operations have been seasonal in nature with quarterly revenue fluctuating depending on the timing and the variety of crops being harvested. Cultural costs in our agribusiness tend to be higher in the first and second quarters and lower in the third and fourth quarters because of the timing of expensing cultural costs in the current year that were inventoried in the prior year. Our harvest costs generally increase in the second quarter and peak in the third quarter coinciding with the increasing production and revenue. Due to this seasonality and to avoid the inference that interim results are indicative of the estimated results for a full fiscal year, we present supplemental information for 12-month periods ended at the interim date for the current and preceding years.

Results of Operations for the Trailing Twelve Months Ended April 30, ~~2020~~2021 and ~~2019~~2020

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

Trailing Twelve Months Ended April 30,
2020 2019
Revenues:

Agribusiness $ 163,848
$ 133,769
Other 4,724
4,948
Total revenues 168,572
138,717
Costs and expenses:
Agribusiness 154,870
117,117
Other operations 4,599
4,328
Impairment of real estate development assets —
1,558
Gain on sale of property assets (1,069 ) —
Selling, general and administrative 22,960
17,895
Total costs and expenses 181,360
140,898
Operating loss (12,788 ) (2,181 )
Other (expense) income:
Interest expense, net (2,592 ) (867 )
Equity in earnings of investments 613
2,635
(Loss) gain on stock in Calavo Growers, Inc. (8,118 ) 3,925
Other income, net 4
416
Total other (expense) income (10,093 ) 6,109
(Loss) income before income tax benefit (provision) (22,881 ) 3,928
Income tax benefit (provision) 7,061
(801 )
Net (loss) income (15,820 ) 3,127
Loss (income) attributable to noncontrolling interest 445
(41 )
Net (loss) income attributable to Limoneira Company $ (15,375 ) $ 3,086


	Trailing Twelve Months Ended April 30,
	2021		2020
Revenues:
Agribusiness	$	162,141	$	163,848
Other operations	4,598		4,724
Total revenues	166,739		168,572
Costs and expenses:
Agribusiness	152,169		154,870
Other operations	4,290		4,599

Loss (gain) on sale and disposal of property assets	502		(1,069)
Selling, general and administrative	20,743		22,960
Total costs and expenses	177,704		181,360
Operating loss	(10,965)		(12,788)
Other income (expense):
Interest income	430		—
Interest expense, net of patronage dividends	(1,539)		(2,592)
Equity in earnings of investments, net	1,839		613
Loss on stock in Calavo Growers, Inc.	—		(8,118)
Other income, net	35		4
Total other income (expense)	765		(10,093)
Loss before income tax benefit	(10,200)		(22,881)
Income tax benefit	2,066		7,061
Net loss	(8,134)		(15,820)
Loss attributable to noncontrolling interest	734		445
Net loss attributable to Limoneira Company	$	(7,400)	$	(15,375)

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

•Total revenues ~~increased $29.9~~decreased $1.8 million in the twelve months ended April 30, ~~2020~~2021 compared to the twelve months ended April 30, ~~2019~~2020 primarily due to ~~increased~~decreased agribusiness revenues, ~~particularly~~which primarily consisted of decreased lemon and orange sales, partially offset by increased ~~lemon~~avocados sales.

•Total costs and expenses ~~increased $40.5~~decreased $3.7 million in the twelve months ended April 30, ~~2020~~2021 compared to the twelve months ended April 30, ~~2019~~2020 primarily due to ~~increases~~decreases in our agribusiness costs and selling, general and administrative ~~expenses.~~expenses partially offset by increase in the loss on sale and disposal of property assets. The ~~increase~~decrease in agribusiness costs is ~~associated with increased agribusiness production~~primarily attributable to decreased cost of third-party grower fruit and the ~~increase~~decrease in selling, general and administrative expenses is primarily attributable to ~~increased administrative personnel, salaries and benefits, and certain~~decreased corporate expenses associated with our strategic initiatives.

•Total other ~~expense~~income (expense) increased ~~$16.2~~$10.9 million in the twelve months ended April 30, ~~2020~~2021 compared to the twelve months ended April 30, ~~2019~~2020 primarily due to decreased interest expense, increased ~~losses on stock in Calavo, decreased~~ equity in earnings of investments and ~~an increase~~decreased loss on stock in ~~interest expense.~~Calavo.

•Income tax benefit ~~increased $7.9~~decreased $5.0 million in the twelve months ended April 30, ~~2020~~2021 compared to the twelve months ended April 30, ~~2019~~2020 primarily due to athe decrease in ~~income before taxes as a result~~pre-tax loss of ~~decreased operating income, increased total other expense and discrete items related to the CARES Act.~~$12.7 million.

Liquidity and Capital Resources

Overview

Our liquidity and capital position fluctuates during the year depending on seasonal production cycles, weather events and demand for our products. Typically, our first and last fiscal quarters coincide with the fall and winter months during which we are growing crops that are harvested and sold in the spring and summer, which are our second and third quarters. To meet working capital demand and investment requirements of our agribusiness and real estate development projects and to supplement operating cash flows, we utilize our revolving credit facility to fund agricultural inputs and farm management practices until sufficient returns from crops allow us to repay amounts borrowed. Raw materials needed to propagate the various crops grown by us consist primarily of fertilizer, herbicides, insecticides, fuel and water, all of which are readily available from local sources.

Cash Flows from Operating Activities

For the six months ended April 30, ~~2020,~~2021, net cash provided by operating activities was $4.6 million compared to net cash used in operating activities ~~was~~of $15.8 ~~million compared to net cash provided by operating activities of $4.0~~ million for the six months ended April 30, ~~2019.~~2020. The significant components of our cash flows used in operating activities were as follows:

•Net loss for the six months ended April 30, ~~2020~~2021 was ~~$12.2~~$2.4 million compared to net loss of ~~$1.9~~$12.2 million for the six months ended April 30, ~~2019.~~2020. The components of net loss in the six months ended April 30, ~~2020~~2021 compared to the same period in fiscal year ~~2019~~2020 consist of a decrease in operating ~~income~~loss of ~~$7.3~~$8.0 million, an increase in total other ~~(expense)~~ income of ~~$9.0~~$8.2 million and ~~an increase~~a decrease in income tax benefit of ~~$6.0~~$6.4 million.

•The adjustments to reconcile net loss to net cash ~~used in~~provided by (used in) operating activities provided ~~$6.6~~$6.0 million of cash in the six months ended April 30, ~~2020~~2021 compared to providing ~~$3.4~~$6.8 million of cash in the same period in fiscal year ~~2019~~2020, primarily due to significant changes in ~~depreciation and amortization,~~ deferred income taxes, loss on stock in Calavo and equity in ~~loss (earnings)~~earnings of investments.

•The changes in operating assets and liabilities ~~used $10.4~~provided $1.1 million of operating cash in the six months ended April 30, ~~2020~~2021 compared to ~~providing $2.5~~using $10.4 million of operating cash in the same period in fiscal year ~~2019~~2020, primarily due to significant changes in accounts receivable ~~prepaid expenses~~ and receivables/other ~~current assets,~~from related parties, income taxes receivable and accounts payable and growers payable.

Cash Flows from Investing Activities

For the six months ended April 30, 2021 and 2020, net cash used in investing activities was $5.5 million compared to net cash provided by investing activities ~~was~~of $1.2 million, ~~compared to net~~respectively. Net cash used in ~~investing activities of $16.4 million during the same period in fiscal year 2019. Net cash provided by~~ investing activities for the six months ended April 30, ~~2020~~2021 was primarily comprised of ~~proceeds from sale of stock in Calavo, offset by~~ capital ~~expenditures and investments.~~expenditures.

•Capital expenditures were $5.4 million in the six months ended April 30, 2021, comprised of $5.2 million for property, plant and equipment primarily related to orchard and vineyard development and $0.2 million for real estate development projects.

•Capital expenditures were $5.4 million in the six months ended April 30, 2020, comprised of $5.3 million for property, plant and equipment primarily related to orchard and vineyard development and $0.1 million for real estate development projects. Additionally, in the six months ended April 30, 2020, we received proceeds from sale of stock in Calavo of $11.0 million, contributed $2.8 million to the Joint Venture for the development of our East Area I real estate development project and loaned $1.8 million to the Joint Venture.

Capital expenditures were $8.2 million in the six months ended April 30, 2019, comprised of $7.9 million for property, plant and equipment primarily related to orchard and vineyard development and the purchase of a photovoltaic solar array and $0.3 million for real estate development projects. Additionally, in the six months ended April 30, 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 $4.0 million to FGF towards the joint venture formation in Argentina.

Cash Flows from Financing Activities

For the six months ended April 30, ~~2020~~2021 and ~~2019,~~2020, net cash provided by financing activities was ~~$15.4~~$1.9 million and ~~$13.3~~$15.4 million, respectively.

•The $1.9 million of cash provided by financing activities during the six months ended April 30, 2021 was primarily comprised of net borrowings of long-term debt in the amount $5.5 million partially offset by common and preferred dividends, in aggregate, of $2.9 million.

•The $15.4 million of cash provided by financing activities during the six months ended April 30, 2020 was primarily comprised of net borrowings of long-term debt in the amount $18.5 million partially offset by common and preferred dividends, in aggregate, of $2.9 million. ~~The $13.3 million of cash provided by financing activities during the six months ended April 30, 2019 was primarily comprised~~

~~of net borrowings of long-term debt in the amount $16.5 million partially offset by common and preferred dividends, in aggregate, of $2.9 million.~~

Transactions Affecting Liquidity and Capital Resources

~~In June 2017, we entered into a~~Our Company and Farm Credit West, FLCA (“Farm Credit West”) are parties to that certain Master Loan Agreement (the “Loan Agreement”) ~~with Farm Credit West, FLCA ("Farm Credit West")~~, dated June 20, 2017, which includes a Revolving Credit Supplement and a Non-Revolving Credit Supplement ~~(the~~(together, the “Supplements”). In

On June 30, 2020, we entered into a Conversion Agreement with Farm Credit West to convert term loans to fixed interest rates effective July 1, 2020. No changes were made to the outstanding principal balances on the term loans and no cash repayments of principal were made by us. The rates were subject to a prepayment restriction period for a portion of the fixed rate term that expired on January ~~2018,~~1, 2021, after which we ~~amended the Revolving Credit Supplement to increase the borrowing capacity from $60.0 million to $75.0 million.~~may prepay any amounts without penalty.

In March 2020,we entered into a revolving equity line of credit promissory note and loan agreement with Farm Credit West for a $15.0 million Revolving Equity Line of Credit (the "RELOC") secured by a first lien on the Windfall Investors, LLC property. The ~~loan~~RELOC matures in 2043 and features a 3-year draw period followed by 20 years of fully amortized loan payments. The interest rate is variable with monthly interest-only payments during the 3-year draw period and monthly principal and interest payments thereafter.

The Supplements and RELOC provide aggregate borrowing capacity of $130.0 million comprised of $75.0 million under the Revolving Credit Supplement, $40.0 million under the Non-Revolving Credit Supplement and $15.0 million under the RELOC. The borrowing capacity based on collateral value was $130.0 million at April 30, ~~2020.~~2021.

The interest rate for any amount outstanding under the Supplements is based on the one-month London Interbank Offered Rate (“LIBOR”) rate plus an applicable margin, which is subject to adjustment on a monthly basis. The applicable margin ranges from 1.60% to 2.35% depending on the ratio of current assets plus the remaining available commitment divided by current liabilities. On July ~~1, 2019, and on~~1st of each ~~one-year anniversary thereafter,~~year we have the option to convert the interest rate in use under each Supplement from the preceding LIBOR-based calculation to a variable interest rate, or the reverse, as applicable. Any amounts outstanding under the Supplements are due and payable in full on July 1, 2022.

In April 2020, we entered into a Promissory Note with City National Bank for a $3.6 million loan (the “PPP Loan”) pursuant to the Paycheck Protection Program under the CARES Act. The PPP Loan had a two-year term, an interest rate of 1.0% per annum, and was able to be prepaid at any time prior to maturity with no prepayment penalties. In April 2020, we returned the $3.6 million in proceeds from the PPP Loan.

All indebtedness under the Loan Agreement and RELOC with Farm Credit West, including any indebtedness under the Supplements, is secured by a first lien on certain of our agricultural properties in Tulare and Ventura counties in California and certain of our building fixtures and improvements and investments in mutual water companies associated with the pledged agricultural properties. The Loan Agreement includes customary default provisions that provide that should an event of default occur, Farm Credit West, at its option, may declare all or any portion of the indebtedness under the Loan Agreement to be immediately due and payable without demand, notice of non-payment, protest or prior recourse to collateral, and terminate or suspend our right to draw or request funds on any loan or line of credit.

The Loan Agreement subjects us to affirmative and restrictive covenants including, among other customary covenants, financial reporting requirements, requirements to maintain and repair any collateral, restrictions on the sale of assets, restrictions on the use of proceeds, prohibitions on the incurrence of additional debt and restrictions on the purchase or sale of major assets of our business.

Under the Loan Agreement, we are required to comply with a minimum debt service coverage ratio (as calculated in accordance with the Loan Agreement) of 1.25:1.0 measured as of October 31 each year. ~~On May 29,~~In August 2020, Farm Credit West modified the ~~Loan Agreement was amended~~covenant to ~~adjust the~~defer measurement at October 31, 2020 and revert to a debt service coverage ratio ~~to 1.00:~~of 1.25:1.0 ~~for~~measured as of October 31, ~~2020.~~2021. We ~~currently~~ expect to be in compliance with ~~our financial~~these covenants ~~as of October 31, 2020 based on current projections. However, changes~~ in ~~the forecasts, estimates related to the impact of COVID-19, new developments and future disruptions could result in us not maintaining compliance with our financial covenants as of October 31, 2020.~~fiscal year 2021.

In February ~~2020,~~2021, we received an annual patronage dividend of ~~$1.0~~$1.2 million from Farm Credit West, of which ~~$0.7~~$0.8 million was recorded as a reduction in interest expense and ~~$0.3~~$0.4 million reduced our real estate development assets.

We finance our working capital and other liquidity requirements primarily through cash from operations and our Farm Credit West Credit Facility, which includes the Loan Agreement, Supplements and RELOC. In addition, we have the Farm Credit West term loans, ~~the~~ Wells Fargo term loan, ~~the~~ Banco de Chile term loan and COVID-19 loans, and a note payable to the sellers of a land parcel. Additional information regarding the Farm Credit West Credit Facility, ~~the~~ Farm Credit West term loans, ~~the~~ Wells Fargo term loan, ~~the~~ Banco de Chile term loan and COVID-19 loans and the note payable can be found in the notes to consolidated financial statements included in this Quarterly Report on Form 10-Q.

We believe that the cash flows from operations and available borrowing capacity from our existing credit facilities will be sufficient to satisfy our capital expenditures, debt service, working capital needs and other contractual obligations for the next twelve months. In addition, we have the ability to control a portion of our investing cash flows to the extent necessary based on our liquidity demands.

Contractual Obligations

There have been no material changes to our contractual obligations as disclosed in our fiscal year ~~2019~~2020 Annual Report on Form 10-K, except as follows:

In January 2018, the Joint Venture entered into a $45.0 million unsecured Line of Credit Loan Agreement and Promissory Note (the “Loan”) with Bank of America, N.A. to fund early development activities. The Loan originally matured in January 2020 and was extended to February 22, 2021. In February 2021, ~~per the terms thereof.~~this loan was extended to February 22, 2023 with an option to extend to February 22, 2024, subject to certain conditions. The interest rate on the Loan is LIBOR plus 2.85% and is payable monthly. The Loan contains certain customary default provisions and the Joint Venture may prepay any amounts outstanding under the Loan without penalty. The Joint Venture ~~recorded a $45.0~~had an outstanding balance of $11.4 million ~~outstanding loan balance at~~as of April 30, ~~2020~~2021 related to this Loan. The obligations under the Loan are guaranteed by certain principals from Lewis and by us.

Fixed Rate and Variable Rate Debt

Details of amounts included in long-term debt can be found ~~above and~~ in the notes to consolidated financial statements included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

As discussed ~~above and~~ in Note 7 – Real Estate Development and Note 8 – Equity in Investments inof the notes to consolidated financial statements included in our fiscal year ~~2019~~2020 Annual Report on Form 10-K, we have investments in joint ventures and partnerships that are accounted for using the equity method of accounting.

Inflation

Historically, inflation has not had a material effect on our results of operations. However, significant increases in inflation, including in Argentina, could have an adverse impact on our business, financial condition and results of operations.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in accordance with GAAP requires us to develop critical accounting policies and make certain estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates and judgments on historical experience, available relevant data and other information that we believe to be reasonable under the circumstances. Actual results may materially differ from these estimates under different assumptions or conditions as new or additional information become available in future periods. We believe the following critical accounting policies reflect our more significant estimates and judgments used in the preparation of our consolidated financial statements.

~~Changes in Accounting Policies~~

On November 1, 2019, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-02, Leases (as amended, "ASU 2016-02" or the "new lease standard"). A lease is defined as a contract that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We enter into contracts that are, or contain, leases as both a lessee and a lessor. The following accounting policies have been updated as part of the adoption of the new lease standard.

~~Leases~~

~~Accounting for Operating Leases as a Lessee~~ - In our ordinary course of business, we enter into leases as a lessee generally for agricultural land and packinghouse equipment. We determine if an arrangement is a lease or contains a lease at inception. Operating leases are included in other assets, accrued liabilities and other long-term liabilities on our Consolidated Balance Sheets. Operating lease right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease, measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement

~~date. As none of our leases provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.~~

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet as we have elected to recognize lease expense for these leases on a straight-line basis over the lease term. We have material leases with related parties which are further described in Note 15 - Related-Party Transactions of the notes to consolidated financial statements included in this Quarterly Report on Form 10-Q. Certain of our agricultural land agreements contain variable costs based on a percentage of the operating results of the leased property. Such variable lease costs are expensed as incurred. These land agreements also contain costs for non-lease components such as water usage. We account for the lease and non-lease components separately. For all other agreements, we generally combine lease and non-lease components in calculating the ROU assets and lease liabilities. See Note 13 - Leases of the notes to consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

~~Accounting for Leases as a Lessor~~ - Leases in which we act as the lessor include land and residential and commercial units and are all classified as operating leases. Certain of our contracts contain variable income based on a percentage of the operating results of the leased asset. Certain of our contracts contain non-lease components such as water, utilities and common area services. We have elected to not separate lease and non-lease components for our lessor arrangements and the combined component is accounted for entirely under ASC 842. The underlying asset in an operating lease arrangement is carried at depreciated cost within Property, plant and equipment, net on the consolidated balance sheets. Depreciation is calculated using the straight-line method over the useful life of the underlying asset. We recognize operating lease revenue on a straight-line basis over the lease term.

Revenue Recognition - ~~We account for our agribusiness revenue in accordance with ASC 606, Revenue from Contracts with Customers.~~ The core principle of the ~~standard~~guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

•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; and~~contract.

•Recognize revenue when (or as) the entity satisfies a performance obligation.

We ~~determine~~determined the appropriate method by which we recognize revenue by analyzing the nature of the products or services being provided as well as the terms and conditions of contracts or arrangements entered into with our customers. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. A contract's transaction price is allocated to each distinct good or service (i.e., performance obligation) identified in the contract and each performance obligation is valued based on its estimated relative standalone selling price.

We recognize the majority of our revenue at a point in time when we satisfy a performance obligation and transfer control of the product to the respective customer. The amount of revenue that is recognized is based on the transaction price, which represents the

invoiced amount and includes estimates of variable consideration such as allowances for estimated customer discounts or concessions, where applicable. The amount of variable consideration included in the transaction price may be constrained and is included only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period.

Agribusiness revenue - Revenue from lemon sales is generally recognized at a point in time when the customer takes control of the fruit from our packinghouse which aligns with the transfer of title to the customer. We have elected to treat any shipping and handling costs incurred after control of the goods has been transferred to the customer as agribusiness costs.

Our avocados, oranges, specialty citrus and other specialty crops are packed and sold by Calavo and other third-party packinghouses. We deliver the majority of our avocado production from our orchards to Calavo. These avocados are then packed by Calavo at its packinghouse and sold and distributed under Calavo brands to its customers primarily in the United States and Canada. Our arrangements with other third-party packinghouses related to our oranges, specialty citrus and other specialty crops are similar to our arrangement with Calavo. Our arrangements with our third-party packinghouses are such that we are the producer and supplier of the product and the third-party packinghouses are our customers.

The revenues we recognize related to the fruits sold to the third-party packinghouses are based on the volume and quality of the fruits delivered, the market price for such fruit, less the packinghouses’ charges to pack and market the fruit. Such packinghouse charges include the grading, sizing, packing, cooling, ripening and marketing of the related fruit. We control the product until it is delivered to the third-party packinghouses at which time control of the product is transferred to the third-party packinghouses and revenue is recognized. Such third-party packinghouse charges are recorded as a reduction of revenue as they are not for distinct services. The identifiable benefit we receive from the third-party packinghouses for packaging and marketing services cannot be sufficiently separated from the third-party packinghouses’ purchase of our products. In addition, we are not able to reasonably estimate the fair value of the benefit received from the third-party packinghouses for such services and as such, these costs are characterized as a reduction of revenue in our consolidated statements of operations.

Revenue from the sales of certain of our agricultural products is recorded based on estimated proceeds provided by certain of our sales and marketing partners (Calavo and other third-party packinghouses) due to the time between when the product is delivered by us and the closing of the pools for such fruits at the end of each month or harvest period. Calavo and other third-party packinghouses are agricultural cooperatives or function in a similar manner as an agricultural cooperative. We estimate the variable consideration using the most likely amount method, with the most likely amount being the quantities actually shipped extended by the prices reported by Calavo and other third-party packinghouses. Revenue is recognized at time of delivery to the packinghouses relating to fruits that are in pools that have not yet closed at month end if: (a) the related fruits have been delivered to and accepted by Calavo and other third-party packinghouses (i.e., Calavo and other third-party packinghouses obtain control) and (b) sales price information has been provided by Calavo and other third-party packinghouses (based on the marketplace activity for the related fruit) to estimate with reasonable certainty the final selling price for the fruit upon the closing of the pools. In such instances, we have the present right to payment and Calavo and other third-party packinghouses have the present right to direct the use of, and obtain substantially all of the remaining benefits from, the delivered fruit. We do not expect that there is a high likelihood that a significant reversal in the amount of cumulative revenue recognized in the early periods of the pool will occur once the final pool prices have been reported by the packinghouses. Historically, the revenue that is recorded based on the sales price information provided to us by Calavo and other third-party packinghouses at the time of delivery, have not materially differed from the actual amounts that are paid after the monthly or harvest period pools are closed.

We have entered into brokerage arrangements with third-party international packinghouses. In these arrangements, we have the exclusive ability to direct the use of, and obtain substantially all of the remaining benefits from the fruit, and are therefore acting as a principal. As such, we record the related revenue and costs of the fruit gross in the consolidated statement of operations.

Revenue from crop insurance proceeds is recorded when the amount can be reasonably determined and upon establishment of the present right to payment.

Rental Operations Revenue- ~~We account for our rental operations revenue in accordance with ASC 842, Leases.~~ Minimum rental revenues are generally recognized on a straight-line basis over the respective initial lease term. Contingent rental revenues are contractually defined as to the percentage of rent received by us and are based on fees collected by the lessee. Such revenues are recognized when actual results, based on collected fees reported by the tenant, are received. Our rental arrangements generally require payment on a monthly or quarterly basis.

Real Estate Development Costs - We capitalize the planning, entitlement, construction and development costs associated with our various real estate projects. Costs that are not capitalized, which include property maintenance and repairs, general and administrative and marketing expenses, are expensed as incurred. A real estate development project is considered substantially complete upon the cessation of construction and development activities. Once a project is substantially completed, future costs are expensed as incurred. Costs incurred to sell the real estate are evaluated for capitalization in accordance with ASC 340-40, and incremental costs of obtaining a contract and costs to fulfill a contract are capitalized only if the costs relate directly to a specifically identified contract, enhance resources to satisfy performance obligations in the future and are expected to be recovered.

Financing and payment - Our payment terms vary by the type and location of our customer and the products or services offered. Payment terms differ by jurisdiction and customer but payment is generally required in a term ranging from 30 to 60 days from date of shipment or satisfaction of the performance obligation. We do not provide financing with extended payment terms beyond generally standard commercial payment terms for the applicable industry.

Practical expedients and exemptions - Taxes collected from customers and remitted to government authorities and that are related to the sales of our products are excluded from revenues.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with original expected lengths of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for the services performed.

Foreign Currency Translation - PDA and San Pablo’s functional currency is the Chilean Peso. Their balance sheets are translated to U.S. dollars at exchange rates in effect at the balance sheet dates and their income statements are translated at average exchange rates during the reporting period. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive income.

Income Taxes - Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.

Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Business Combinations and Asset Acquisitions - Business combinations are accounted for under the acquisition method in accordance with ASC 805, Business Combinations. The acquisition method requires identifiable assets acquired and liabilities assumed and any noncontrolling interest in the business acquired be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration

transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Acquisitions that do not meet the definition of a business under the ASC are accounted for as asset acquisitions. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition with any consideration in excess of net assets acquired allocated to acquired assets on a relative fair value basis. Transaction costs are expensed in a business combination and are considered a component of the cost of the acquisition in an asset acquisition.

Impairment of Long-Lived Assets - We evaluate our long-lived assets including our real estate development projects for impairment when events or changes in circumstances indicate the carrying value of these assets may not be recoverable.

Defined Benefit Retirement Plan - As discussed in the notes to our consolidated financial statements, we sponsor a defined benefit retirement plan that was frozen in June 2004, and no future benefits have accrued ~~to participants~~ subsequent to that time. Ongoing accounting for this plan under FASB ASC 715,Compensation – Retirement Benefits, provides guidance as to, among other things, future estimated pension expense, pension liability and minimum funding requirements. ~~Third-party~~This information is provided to us by third-party actuarial ~~consultants provide this information to us.~~consultants. In developing this data, certain estimates and assumptions are used, including among other things, discount rate, long-term rate of return on assets and mortality tables. During ~~2019,~~2020, the Society of Actuaries ~~(“SOA”)~~(SOA) released a new mortality improvement scale table, referred to as ~~MP-2019,~~MP-2020, which is believed to better reflect mortality improvements and is to be used in calculating defined benefit pension obligations. In addition, during fiscal year ~~2019,~~2020, the assumed discount rate to measure the pension obligation decreased to ~~3.0%~~2.5%. We used the latest mortality tables released by the SOA through October ~~2019~~2020 to measure our pension obligation as of October 31, ~~2019~~2020 and combined with the assumed discount rate and other demographic assumptions, our pension liability increased by approximately ~~$0.6~~$0.5 million as of October 31, ~~2019.~~2020. Further changes in any of these estimates could materially affect the amounts recorded that are related to our defined benefit retirement plan.

Recent Accounting Pronouncements

~~Please~~ See Note 2 – "Summary of Significant Accounting Policies" of the notes to consolidated financial statements included in this Quarterly Report on Form 10-Q for information concerning recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~Except for the broad effects of COVID-19 as a result of its negative impact on the global economy and major financial markets, there~~There have been no material changes in the disclosures discussed in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2019~~2020 as filed with the ~~Securities and Exchange Commission ("SEC")~~SEC on January 13, 2020. The outbreak of COVID-19 poses increasing risks and has accounting implications for us with exposure to a broader economic downturn and decline in financial markets. We have experienced a decrease in demand for our fresh citrus which has resulted in supply chain disruptions and reduced export sales to areas acutely affected by the virus. 14, 2021.

Item 4. Controls and Procedures

Disclosure Controls and Procedures. As of April 30, ~~2020,~~2021, we ~~carried out~~conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report on Form ~~10-Q.~~10-Q due to the material weakness identified in our internal control over financial reporting described below.

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020, although there were no material errors that resulted from control deficiencies, we identified a material weakness in our internal control over financial reporting related to the inadequate design and operating effectiveness of certain controls in the areas of journal entries and agribusiness revenues and expenses related to an acquired foreign subsidiary in the first year the subsidiary was included in management’s evaluation of the effectiveness of the Company’s internal control over financial reporting.

We are taking steps to remediate this material weakness, including implementing new policies and procedures to enhance (a) the design of our process level controls over the recording of journal entries and controls over revenues and expenses at the foreign subsidiary where we identified the control deficiencies and (b) management’s review controls over financial information of the foreign subsidiary.

We believe the remediation measures will strengthen our internal control over financial reporting and remediate the material weakness identified. However, as we are still assessing the design and operating effectiveness of these measures, the identified material weakness has not been fully remediated as of April 30, 2021. We will continue to monitor the effectiveness of these remediation measures and will make any changes and take such other actions that we deem appropriate.

We assessed the impact of the material weakness to the consolidated financial statements to ensure that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles and accurately reflect its financial position and results of operation for the quarter ended April 30, 2021. As a result, notwithstanding the material weakness as described above, management concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Changes in Internal Control over Financial Reporting. There have been no material changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q or, to our knowledge, in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting.~~reporting, except for the remediation steps taken to address the material weakness in internal control over financial reporting described above.

Limitations on the Effectiveness of Controls. Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time involved in legal proceedings arising in the normal course of business. Other than proceedings incidental to our business, we are not a party to, nor is any of our property the subject of, any material pending legal proceedings and no such proceedings are, to our knowledge, contemplated by governmental authorities.

Item 1A. Risk Factors

~~The following risk factors should be read~~There has been no material changes in ~~conjunction with, and supplement~~the disclosures discussed in the section entitled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2019,~~2020, as filed with the SEC on January ~~13, 2020.~~14, 2021.

Our financial condition and results of operations for fiscal year 2020 and beyond have been and are expected to continue to be adversely affected by the recent novel coronavirus (or COVID-19) pandemic.

In December 2019, a novel coronavirus disease (“COVID-19”) was initially reported and on March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19 has had a widespread and detrimental effect on the global economy and has created significant volatility and disruption of financial markets as a result of the continued increase in the number of cases and affected countries and actions by public health and governmental authorities, businesses, other organizations and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or lock-down orders and business limitations and shutdowns. The duration and severity of COVID-19 and the degree of its impact on our business is uncertain and difficult to predict.

The continued spread of the outbreak could result in one or more of the following conditions that could have a material adverse impact on our business operations and financial condition: decreased business spending by our customers and prospective customers; reduced demand for our products and services; increased customer losses; increased challenges in or cost of acquiring new customers; increased competition; increased risk in collectability of accounts receivable; reduced productivity due to remote work arrangements; lost productivity due to illness and/or illness of family members or adherence to mandated stay-at-home order; inability to hire key roles; adverse effects on our strategic partners’ businesses; impairment charges; inability to recover costs from insurance carriers; business continuity concerns for us and our third-party vendors and suppliers; increased risk of privacy and cybersecurity breaches from increased remote working; and challenges with Internet infrastructure due to high loads. If we are not able to respond to and manage the potential impact of such events effectively, our business could be harmed. Furthermore, while many governmental authorities around the world have and continue to enact legislation to address the impact of COVID-19, including measures intended to mitigate some of the more severe anticipated economic effects of the virus, we may not benefit from such legislation or such legislation may prove to be ineffective in addressing COVID-19’s impact on our and our customer’s businesses and operations.

Even after the COVID-19 outbreak has subsided, we may continue to experience impacts to our business as a result of the coronavirus’ global economic impact and any recession that has occurred or may occur in the future. Since the COVID-19 situation is unprecedented and continuously evolving, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us, or in a manner that we currently do not consider as presenting significant risks to our operations.

~~The market price of our common stock is volatile and is impacted by factors other than our financial performance.~~

Recent stock market fluctuations related to the current COVID-19 pandemic have been particularly significant. These fluctuations have often been unrelated to our operating performance. Factors that can cause such fluctuations include the impact of natural disasters and global events, such as the current COVID-19 pandemic, general market fluctuations and macroeconomic conditions, any of which may cause the market price of our common stock to fluctuate widely.

~~A substantial and sustained downturn in our operations due to the COVID-19 pandemic or other factors may cause us to be in breach of our covenants.~~

We are required to maintain affirmative and restrictive covenants, among other customary covenants, specifically a debt service coverage ratio, under our loan agreements. We are equal partners in a joint venture with the Lewis Group (“Joint Venture”) which is also required to maintain affirmative and restrictive covenants, among other customary covenants under its loan agreement. We serve as guarantor on the Joint Venture’s loan agreement. The Joint Venture or we may be unable to be in compliance with covenants as a result of a substantial and sustained downturn in our operations due to the COVID-19 pandemic. If the Joint Venture were to default on its obligations, it may cause us to be liable for any such obligations and could create a cross default under our loan agreements. If conditions

change in the future and if we expect to be out of compliance as a result, we would seek waivers from the lenders prior to any covenant violation. Any covenant waiver may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable. Absent a waiver or amendment from participating lenders, failure to meet the covenants under our loan agreements would constitute an event of default and cause acceleration of the outstanding obligations under the loan Agreements, termination of the lenders’ commitment to provide a revolving line of credit, an increase in our effective cost of funds and cross-default of other credit arrangements, which would have a material adverse impact on our financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~On March 23, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) via live webcast communication. A total of 17,699,717 shares of the Company’s Common Stock, par value $0.01 per share, each of which is entitled to one vote (“Common Stock”); 14,790 shares of its Series B 8.75% Convertible Preferred Stock, par value $100.00 per share, each of which is entitled to ten votes for a total of 147,900 (“Series B Preferred Stock”); and 9,300 shares of its Series B-2 4% Convertible Preferred Stock, par value $100.00 per share, each of which is entitled to one vote (“Series B-2 Preferred Stock”), were issued, outstanding, and entitled to vote as of February 1, 2021, the record date for the Annual Meeting. There were 15,034,506 shares of Common Stock; 14,790 shares (or 147,900 votes) of Series B Preferred Stock; and 9,300 shares of Series B-2 Preferred Stock present, in person or by proxy, at the Annual Meeting, representing approximately 84.26% of the total shares of capital stock outstanding, which constituted a quorum.

The stockholders were asked to vote on three proposals, with Common Stock, Series B Preferred Stock, and Series B-2 Preferred Stock voting together as a single class for all of the proposals. Set forth below are the matters acted upon by the stockholders and the final voting results of each such proposal.

Proposal 1: Election of Directors

The following votes were cast with respect to the election of the following nominees as directors of the Company to hold office for a three-year term, ending at the 2024 Annual Meeting of Stockholders:


Shares Voted
	For	Withheld	Broker Non-Votes
Harold S. Edwards	12,668,386	654,400	1,993,345
John W. H. Merriman	10,356,854	2,533,493	1,993,345
Edgar A. Terry	12,677,672	212,675	1,993,345

Based on the votes set forth above, each of the nominees listed above was duly elected to serve as a director of the Company for a three-year term, ending at the 2024 Annual Meeting of Stockholders.

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The following votes were cast with respect to the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2021:


Shares Voted
For	Against	Abstain
15,000,809	31,336	2,360

Based on the votes set forth above, the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2021 was duly ratified by the stockholders.

Proposal 3: Advisory Vote on Executive Compensation

The compensation of the named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, was approved on a non-binding, advisory basis by the stockholders by the votes set forth in the table below:


Shares Voted
For	Against	Abstain	Broker Non-Votes
11,543,170	1,454,627	43,363	1,993,345

Item 6. Exhibits



Exhibit Number			Exhibit
3.1			Restated Certificate of Incorporation of Limoneira Company, dated July 5, 1990 (Incorporated by reference to exhibit 3.1 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.2			Certificate of Merger of Limoneira Company and The Samuel Edwards Associates into Limoneira Company, dated October 31, 1990 (Incorporated by reference to exhibit 3.2 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.3			Certificate of Merger of McKevett Corporation into Limoneira Company dated December 31, 1994 (Incorporated by reference to exhibit 3.3 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.4			Agreement of Merger Between Ronald Michaelis Ranches, Inc. and Limoneira Company, dated June 24, 1997 (Incorporated by reference to exhibit 3.6 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.5			Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated April 22, 2003 (Incorporated by reference to exhibit 3.7 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.6			Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 24, 2010 (Incorporated by reference to exhibit 3.9 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.7			Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 29, 2017 (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 31, 2017 (File No. 001-34755))

3.8			Amended and Restated Bylaws of Limoneira Company (Incorporated by reference to exhibit 3.10 to the Company’s Annual Report on Form 10-K, filed January 14, 2013 (File No. 001-34755))

3.8.1			Amendment to Amended and Restated Bylaws of Limoneira Company (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed September 25, 2013 (File No. 001-34755))

3.8.2			Amendment to Amended and Restated Bylaws of Limoneira Company (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed December 18, 2014 (File No. 001-34755))

3.8.3			Amendment to Amended and Restated Bylaws of Limoneira Company (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed January 25, 2017 (File No. 001-34755))

3.8.4			Amendment to Amended and Restated Bylaws of Limoneira Company (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed July 26, 2017 (File No. 001-34755))

4.1			Specimen Certificate representing shares of Common Stock, par value $0.01 per share (Incorporated by reference to exhibit 4.1 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

4.2			Rights Agreement dated December 20, 2006 between Limoneira Company and The Bank of New York, as Rights Agent (Incorporated by reference to exhibit 4.2 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

4.3			Certificate of Designation, Preferences and Rights of $8.75 Voting Preferred Stock, $100.00 Par Value, Series B of Limoneira Company, dated May 21, 1997 (Incorporated by reference to exhibit 3.4 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))



	Three Months Ended April 30,						Six Months Ended April 30,
	2020			2019			2020			2019
Net revenues:
Agribusiness	$	38,439		$	40,823		$	78,922		$	81,623
Other	1,132			1,212			2,305			2,430
Total net revenues	39,571			42,035			81,227			84,053
Costs and expenses:
Agribusiness	35,949			37,078			78,492			75,994
Other operations	1,117			1,119			2,386			2,226
Selling, general and administrative	5,338			4,843			11,648			9,858
Total costs and expenses	42,404			43,040			92,526			88,078
Operating loss	(2,833		)	(1,005		)	(11,299		)	(4,025		)
Other (expense) income:
Interest expense, net	(1,052		)	(686		)	(997		)	(539		)
Equity in (loss) earnings of investments	(371		)	1,927			(491		)	1,969
(Loss) gain on stock in Calavo Growers, Inc.	(4,275		)	3,612			(6,299		)	(298		)
Other (expense) income, net	(280		)	56			235			360
Total other (expense) income	(5,978		)	4,909			(7,552		)	1,492

(Loss) income before income tax benefit (provision)	(8,811		)	3,904			(18,851		)	(2,533		)
Income tax benefit (provision)	3,505			(1,084		)	6,641			677
Net (loss) income	(5,306		)	2,820			(12,210		)	(1,856		)
Net loss (income) attributable to noncontrolling interest	423			(5		)	900			(22		)
Net (loss) income attributable to Limoneira Company	(4,883		)	2,815			(11,310		)	(1,878		)
Preferred dividends	(126		)	(126		)	(251		)	(251		)
Net (loss) income attributable to common stock	$	(5,009	)	$	2,689		$	(11,561	)	$	(2,129	)

Basic net (loss) income per common share	$	(0.29	)	$	0.15		$	(0.66	)	$	(0.12	)

Diluted net (loss) income per common share	$	(0.29	)	$	0.15		$	(0.66	)	$	(0.12	)

Weighted-average common shares outstanding-basic	17,634,000			17,554,000			17,602,000			17,516,000
Weighted-average common shares outstanding-diluted	17,634,000			18,225,000			17,602,000			17,516,000


	Three Months Ended April 30,				Six Months Ended April 30,
	2021		2020		2021		2020
Net revenues:
Agribusiness	$	43,989	$	38,439	$	81,126	$	78,922
Other operations	1,143		1,132		2,281		2,305

Total net revenues	45,132		39,571		83,407		81,227
Costs and expenses:
Agribusiness	36,442		35,949		73,380		78,492
Other operations	1,090		1,117		2,172		2,386


Selling, general and administrative	5,216		5,338		11,111		11,648
Total costs and expenses	42,748		42,404		86,663		92,526
Operating income (loss)	2,384		(2,833)		(3,256)		(11,299)
Other income (expense):
Interest income	25		0		68		0
Interest expense, net of patronage dividends	(622)		(1,052)		(488)		(997)
Equity in earnings (losses) of investments, net	643		(371)		1,009		(491)
Loss on stock in Calavo Growers, Inc.	0		(4,275)		0		(6,299)

Other income (expense), net	57		(280)		51		235
Total other income (expense)	103		(5,978)		640		(7,552)

Income (loss) before income tax (provision) benefit	2,487		(8,811)		(2,616)		(18,851)
Income tax (provision) benefit	(974)		3,505		213		6,641
Net income (loss)	1,513		(5,306)		(2,403)		(12,210)
Net loss attributable to noncontrolling interest	420		423		128		900
Net income (loss) attributable to Limoneira Company	1,933		(4,883)		(2,275)		(11,310)
Preferred dividends	(126)		(126)		(251)		(251)
Net income (loss) attributable to common stock	$	1,807	$	(5,009)	$	(2,526)	$	(11,561)

Basic net income (loss) per common share	$	0.10	$	(0.29)	$	(0.15)	$	(0.66)

Diluted net income (loss) per common share	$	0.10	$	(0.29)	$	(0.15)	$	(0.66)

Weighted-average common shares outstanding-basic	17,461,000		17,634,000		17,429,000		17,602,000
Weighted-average common shares outstanding-diluted	17,461,000		17,634,000		17,429,000		17,602,000



	Three Months Ended April 30,						Six Months Ended April 30,
	2020			2019			2020			2019
Net (loss) income	$	(5,306	)	$	2,820		$	(12,210	)	$	(1,856	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(619		)	(452		)	(1,886		)	443
Minimum pension liability adjustment, net of tax of $50, $28, $100 and $55 for the three and six months ended April 30, 2020 and 2019, respectively.	60			72			195			146
Residual state tax effects on sale of equity securities	140			—			140			—
Total other comprehensive (loss) income, net of tax	(419		)	(380		)	(1,551		)	589
Comprehensive (loss) income	(5,725		)	2,440			(13,761		)	(1,267		)
Comprehensive loss attributable to noncontrolling interest	422			13			887			1
Comprehensive (loss) income attributable to Limoneira Company	$	(5,303	)	$	2,453		$	(12,874	)	$	(1,266	)



	Six Months Ended April 30,
	2020			2019
Operating activities
Net loss	$	(12,210	)	$	(1,856	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	4,998			4,247
Loss (gain) on disposals of assets	264			(11		)
Stock compensation expense	1,187			1,228
Non-cash lease expense	228			—
Equity in loss (earnings) of investments	491			(1,969		)
Cash distributions from equity investments	—			282
Deferred income taxes	(6,641		)	(642		)
Accrued interest on notes receivable	(12		)	(92		)
Loss on stock in Calavo Growers, Inc.	6,299			298
Changes in operating assets and liabilities:
Accounts receivable	(2,953		)	(5,838		)
Cultural costs	3,001			2,608
Prepaid expenses and other current assets	(4,620		)	(1,409		)
Income taxes receivable	—			378
Other assets	80			(130		)
Accounts payable and growers payable	(3,841		)	9,947
Accrued liabilities	(2,360		)	(2,927		)
Other long-term liabilities	291			(96		)
Net cash (used in) provided by operating activities	(15,798		)	4,018
Investing activities
Capital expenditures	(5,415		)	(8,151		)
Agriculture property acquisition	—			(397		)
Payments to FGF Trapani	—			(4,000		)
Net proceeds from sale of stock in Calavo Growers, Inc.	11,048			—
Collections of installments on note receivable	—			150
Equity investment contributions	(2,800		)	(4,000		)
Loan to Limoneira Lewis Community Builders, LLC	(1,800		)	—
Investments in mutual water companies	(51		)	(16		)
Insurance proceeds received	250			—
Net cash provided by (used in) investing activities	1,232			(16,414		)
Financing activities
Borrowings of long-term debt	71,275			58,340
Repayments of long-term debt	(52,771		)	(41,844		)
Dividends paid – common	(2,679		)	(2,665		)
Dividends paid – preferred	(250		)	(251		)
Exchange of common stock	(213		)	(305		)
Net cash provided by financing activities	15,362			13,275
Effect of exchange rate changes on cash	(148		)	3
Net increase in cash	648			882
Cash at beginning of period	616			609
Cash at end of period	$	1,264		$	1,491



	Six Months Ended April 30,
	2020		2019
Supplemental disclosures of cash flow information
Cash paid during the period for interest, net of amounts capitalized	$	981	$	1,327
Cash paid during the period for income taxes, net of refunds	$	—	$	130
Non-cash investing and financing activities:
Decrease in real estate development and sale-leaseback deferral	$	—	$	(58,330	)
Reclassification from real estate development to equity in investments	$	—	$	(33,353	)
Capital expenditures accrued but not paid at period-end	$	1,734	$	400
Accrued contribution obligation of investment in water company	$	450	$	450
Accrued Series B-2 Convertible Preferred Stock dividends	$	31	$	31


	Stockholders' Equity															Temporary Equity
	Common Stock			Additional Paid-In		Retained		Accumulated Other Comprehensive		Treasury		Non- controlling		Total		Series B Preferred		Series B-2 Preferred
	Shares	Amount		Capital		Earnings		(Loss) Income		Stock		Interest		Equity		Stock		Stock
Balance at October 31, 2020	17,606,730	$	179	$	162,084	$	30,797	$	(7,548)	$	(3,493)	$	13,741	$	195,760	$	1,479	$	9,331
Dividends Common ($0.075 per share)	—	—		—		(1,324)		—		—		—		(1,324)		—		—
Dividends Series B ($2.19 per share)	—	—		—		(32)		—		—		—		(32)		—		—
Dividends Series B-2 ($10 per share)	—	—		—		(93)		—		—		—		(93)		—		—
Stock compensation	125,190	1		1,066		—		—		—		—		1,067		—		—
Exchange of common stock	(46,993)	(1)		(700)		—		—		—		—		(701)		—		—


Net (loss) income	—	—		—		(4,208)		—		—		292		(3,916)		—		—
Other comprehensive income, net of tax	—	—		—		—		929		—		39		968		—		—


Balance at January 31, 2021	17,684,927	$	179	$	162,450	$	25,140	$	(6,619)	$	(3,493)	$	14,072	$	191,729	$	1,479	$	9,331
Dividends Common ($0.075 per share)	—	—		—		(1,327)		—		—		—		(1,327)		—		—
Dividends Series B ($2.19 per share)	—	—		—		(33)		—		—		—		(33)		—		—
Dividends Series B-2 ($10 per share)	—	—		—		(93)		—		—		—		(93)		—		—
Stock compensation	473	—		570		—		—		—		—		570		—		—


Net income (loss)	—	—		—		1,933		—		—		(420)		1,513		—		—
Other comprehensive income, net of tax	—	—		—		—		711		—		17		728		—		—
Balance at April 30, 2021	17,685,400	$	179	$	163,020	$	25,620	$	(5,908)	$	(3,493)	$	13,669	$	193,087	$	1,479	$	9,331


	Stockholders’ Equity																			Temporary Equity					Stockholders' Equity													Temporary Equity
	Common Stock				Additional Paid-In			Retained			Accumulated Other Comprehensive			Noncontrolling						Series B Preferred		Series B-2 Preferred			Common Stock			Additional Paid-In		Retained		Accumulated Other Comprehensive		Treasury		Non- controlling		Total		Series B Preferred		Series B-2 Preferred
	Shares		Amount		Capital			Earnings			Income (Loss)			Interest			Total			Stock		Stock			Shares	Amount		Capital		Earnings		Loss		Stock		Interest		Equity		Stock		Stock
Balance at October 31, 2019	17,756,180		$	178	$	160,254		$	53,089		$	(7,255	)	$	15,422		$	221,688		$	1,479	$	9,331	Balance at October 31, 2019	17,756,180	$	178	$	160,254	$	53,089	$	(7,255)	$	—	$	15,422	$	221,688	$	1,479	$	9,331
Dividends Common ($0.075 per share)	—		—		—			(1,338		)	—			—			(1,338		)	—		—		Dividends Common ($0.075 per share)	—	—		—		(1,338)		—		—		—		(1,338)		—		—
Dividends Series B ($2.19 per share)	—		—		—			(32		)	—			—			(32		)	—		—		Dividends Series B ($2.19 per share)	—	—		—		(32)		—		—		—		(32)		—		—
Dividends Series B-2 ($10 per share)	—		—		—			(93		)	—			—			(93		)	—		—
Dividends Series B-2 $10 per share)																								Dividends Series B-2 $10 per share)	—	—		—		(93)		—		—		—		(93)		—		—
Stock compensation	112,841		1		828			—			—			—			829			—		—		Stock compensation	112,841	1		828		—		—		—		—		829		—		—
Exchange of common stock	(11,314	)	—		(213		)	—			—			—			(213		)	—		—		Exchange of common stock	(11,314)	—		(213)		—		—		—		—		(213)		—		—

Net loss	—		—		—			(6,427		)	—			(477		)	(6,904		)	—		—		Net loss	—	—		—		(6,427)		—		—		(477)		(6,904)		—		—
Other comprehensive (loss) income, net of tax	—		—		—			—			(1,132		)	12			(1,120		)	—		—		Other comprehensive (loss) income, net of tax	—	—		—		—		(1,132)		—		12		(1,120)		—		—

Balance at January 31, 2020	17,857,707		$	179	$	160,869		$	45,199		$	(8,387	)	$	14,957		$	212,817		$	1,479	$	9,331	Balance at January 31, 2020	17,857,707	$	179	$	160,869	$	45,199	$	(8,387)	$	—	$	14,957	$	212,817	$	1,479	$	9,331
Dividends Common ($0.075 per share)	—		—		—			(1,341		)	—			—			(1,341		)	—		—		Dividends Common ($0.075 per share)	—	—		—		(1,341)		—		—		—		(1,341)		—		—
Dividends Series B ($2.19 per share)	—		—		—			(32		)	—			—			(32		)	—		—		Dividends Series B ($2.19 per share)	—	—		—		(32)		—		—		—		(32)		—		—
Dividends Series B-2 ($10 per share)	—		—		—			(93		)	—			—			(93		)	—		—		Dividends Series B-2 ($10 per share)	—	—		—		(93)		—		—		—		(93)		—		—
Stock compensation	—		—		358			—			—			—			358			—		—		Stock compensation	—	—		358		—		—		—		—		358		—		—

Noncontrolling interest adjustment	—		—		—			—			—			(145		)	(145		)	—		—		Noncontrolling interest adjustment	—	—		—		—		—		—		(145)		(145)		—		—
Net loss	—		—		—			(4,883		)	—			(423		)	(5,306		)	—		—		Net loss	—	—		—		(4,883)		—		—		(423)		(5,306)		—		—
Other comprehensive (loss) income, net of tax	—		—		—			—			(419		)	1			(418		)	—		—		Other comprehensive (loss) income, net of tax	—	—		—		—		(419)		—		1		(418)		—		—
Balance at April 30, 2020	17,857,707		$	179	$	161,227		$	38,850		$	(8,806	)	$	14,390		$	205,840		$	1,479	$	9,331	Balance at April 30, 2020	17,857,707	$	179	$	161,227	$	38,850	$	(8,806)	$	—	$	14,390	$	205,840	$	1,479	$	9,331



Cultural costs	$	3,270
Land and land improvements	9,520
Buildings and improvements	870
Orchards	8,410
Customer relationships, trademarks and non-competition agreement (10-year useful life)	6,920
Goodwill	123
Total assets acquired	29,113
Noncontrolling interest	(14,265		)
Net cash paid	$	14,848



October 31, 2019	Level 1		Level 2		Level 3		Total
Assets at fair value:
Equity securities	$	17,346	$	—	$	—	$	17,346


	April 30, 2021		October 31, 2020

Retained Property - East Area I	$	12,903	$	13,169
East Area II	9,038		8,467

	$	21,941	$	21,636


	April 30, 2021		October 31, 2020
Limoneira Lewis Community Builders, LLC	$	58,475	$	57,142
Limco Del Mar, Ltd.	1,936		1,920
Rosales	1,303		1,641
Romney Property Partnership	509		511
	$	62,223	$	61,214


	Goodwill Carrying Amount
Balance at October 31, 2020	$	1,535

Foreign currency translation adjustment	15
Balance at April 30, 2021	$	1,550



	Goodwill Net Carrying Amount
October 31, 2019	$	1,839
Trapani Fresh purchase price adjustment	(297		)
Foreign currency translation adjustment	(19		)
April 30, 2020	$	1,523



	April 30, 2020								October 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life in Years	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life in Years

Trade names and trademarks	$	3,786	$	(698	)	$	3,088	10	$	3,786	$	(542	)	$	3,244	10
Customer relationships	5,010		(781		)	4,229		9	5,010		(500		)	4,510		9
Non-competition agreement	1,040		(95		)	945		10	1,040		(42		)	998		10
Acquired water and mineral rights	3,420		—			3,420		Indefinite	3,655		—			3,655		Indefinite
	$	13,256	$	(1,574	)	$	11,682		$	13,491	$	(1,084	)	$	12,407


2021 (excluding the six months ended April 30, 2021)	$	514
2022	989
2023	989
2024	981
2025	976
Thereafter	2,763
	$	7,212



2020 (excluding the six months ended April 30, 2020)	$	547
2021	1,027
2022	976
2023	976
2024	976
Thereafter	3,760
	$	8,262


	April 30, 2021		October 31, 2020
Compensation	$	2,688	$	2,275
Property taxes	0		683
Lemon and orange supplier payables	0		1,346
Operating expenses	1,359		938
Leases	339		959
Other	1,544		1,746

	$	5,930	$	7,947


	April 30, 2021		October 31, 2020
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 0.11% at April 30, 2021, plus 1.60%. 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.	$	109,484	$	102,251
Farm Credit West term loan: Effective July 1, 2020, the interest rate was fixed at 2.48%. The loan is payable in quarterly installments through November 2022.	1,125		1,438
Farm Credit West term loan: Effective July 1, 2020, the interest rate was fixed at 3.24%. The loan is payable in monthly installments through October 2035.	1,002		1,029
Farm Credit West term loan: Effective July 1, 2020, the interest rate was fixed at 3.24%. The loan is payable in monthly installments through March 2036.	8,220		8,433
Farm Credit West term loan: Effective July 1, 2020 the interest rate was fixed at 2.77% until July 1, 2025, becoming variable for the remainder of the loan. The loan is payable in monthly installments through March 2036.	6,057		6,220
Wells Fargo term loan: the interest rate is fixed at 3.58%. The loan is payable in monthly installments through January 2023.	2,739		3,491
Banco de Chile term loan: the interest rate is fixed at 6.48%. The loan is payable in annual installments through January 2025.	1,067		1,205
Note Payable: the interest rate ranges from 5.00% to 7.00% and was 6.50% at April 30, 2021. The loan includes interest only monthly payments and principal is due in February 2023.	1,435		1,435
Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48% and 2.90%. The loans are payable in monthly installments beginning February 2021 through September 2024.	551		522
Subtotal	131,680		126,024
Less deferred financing costs, net of accumulated amortization	154		176
Total long-term debt, net	131,526		125,848
Less current portion	3,336		3,277
Long-term debt, less current portion	$	128,190	$	122,571



	April 30, 2020			October 31, 2019
Land	$	1,279		$	1,279
Buildings, equipment and building improvements	22,841			22,841
Less accumulated depreciation	(7,877		)	(7,551		)
Property, plant and equipment, net under operating leases	$	16,243		$	16,569



	Three Months Ended April 30, 2020		Six Months Ended April 30, 2020
Operating lease revenue	$	1,061	$	2,157
Variable lease revenue	71		148
Total lease revenue	$	1,132	$	2,305


	Classification	April 30, 2021		October 31, 2020
Assets
Operating lease ROU assets	Other assets	$	2,087	$	2,053

Liabilities and Stockholders' Equity
Current operating lease liabilities	Accrued liabilities and payables to related parties	473		521
Non-current operating lease liabilities	Other long-term liabilities	1,661		1,610
Total operating lease liabilities		$	2,134	$	2,131



	Three Months Ended April 30, 2020		Six Months Ended April 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	122	$	306

ROU assets obtained in exchange for new operating lease liabilities	$	—	$	—


Diluted net income (loss) per common share:
Numerator: Net income (loss) for diluted EPS	$	1,790	$	(5,026)	$	(2,561)	$	(11,595)
Weighted average common shares–basic	17,461		17,634		17,429		17,602
Effect of dilutive unvested, restricted stock and preferred stock	0		0		0		0
Denominator: Weighted average common shares–diluted	17,461		17,634		17,429		17,602
Diluted net income (loss) per common share	$	0.10	$	(0.29)	$	(0.15)	$	(0.66)



Diluted net (loss) income per common share:
Numerator: Net (loss) income for diluted EPS	$	(5,026	)	$	2,815	$	(11,595	)	$	(2,162	)
Weighted average common shares–basic	17,634			17,554		17,602			17,516
Effect of dilutive unvested, restricted stock and preferred stock	—			671		—			—
Denominator: Weighted average common shares–diluted	17,634			18,225		17,602			17,516
Diluted net (loss) income per common share	$	(0.29	)	$	0.15	$	(0.66	)	$	(0.12	)


		Three Months Ended April 30, 2021						Three Months Ended April 30, 2020
		Consolidated Statement of Operations								Consolidated Statement of Operations
Ref	Related Party	Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Dividends Paid			Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Other Income, Net		Dividends Paid
1	Employees	$	0	$	206	$	0	$	0		$	0	$	193	$	0	$	0	$	0
2	Mutual water companies	$	0	$	0	$	163	$	0		$	0	$	0	$	117	$	0	$	0
3	Cooperative association	$	0	$	0	$	369	$	0		$	0	$	0	$	447	$	0	$	0
4	Calavo	$	2,553	$	78	$	279	$	126		$	1,539	$	84	$	59	$	0	$	126
5	Cadiz / Fenner / WAM	$	0	$	0	$	85	$	0		$	0	$	0	$	70	$	0	$	0
6	Colorado River Growers	$	0	$	0	$	0	$	0		$	1	$	0	$	337	$	0	$	0
7	YMIDD	$	0	$	0	$	53	$	0		$	0	$	0	$	53	$	0	$	0
8	FGF	$	884	$	0	$	970	$	0		$	2,280	$	0	$	2,270	$	0	$	0
10	Freska	$	96	$	0	$	142	$	0		$	0	$	0	$	0	$	0	$	0
11	Third party growers	$	0	$	0	$	116	$	0		$	0	$	0	$	0	$	0	$	0



		Three Months Ended April 30, 2020										Three Months Ended April 30, 2019
		Consolidated Statement of Operations										Consolidated Statement of Operations
Ref	Related Party	Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Other Income, Net		Dividends Paid		Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Other Income, Net		Dividends Paid
1	Employees	$	—	$	193	$	—	$	—	$	—	$	—	$	182	$	—	$	—	$	—
2	Mutual water companies	$	—	$	—	$	117	$	—	$	—	$	—	$	—	$	77	$	—	$	—
3	Cooperative association	$	—	$	—	$	447	$	—	$	—	$	—	$	—	$	540	$	—	$	—
4	Calavo	$	1,539	$	84	$	59	$	—	$	126	$	540	$	80	$	—	$	—	$	126
5	Third-party growers	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	232	$	—	$	—
6	Cadiz / Fenner / WAM	$	—	$	—	$	70	$	—	$	—	$	—	$	—	$	22	$	—	$	—
7	Colorado River Growers	$	1	$	—	$	337	$	—	$	—	$	—	$	—	$	—	$	—	$	—
8	YMIDD	$	—	$	—	$	53	$	—	$	—	$	—	$	—	$	53	$	—	$	—
9	FGF	$	2,280	$	—	$	2,270	$	—	$	—	$	—	$	—	$	—	$	—	$	—



		Six Months Ended April 30, 2020										Six Months Ended April 30, 2019
		Consolidated Statement of Operations										Consolidated Statement of Operations
Ref	Related Party	Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Other Income, Net		Dividends Paid		Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Other Income, Net		Dividends Paid
1	Employees	$	—	$	390	$	—	$	—	$	—	$	—	$	360	$	—	$	—	$	—
2	Mutual water companies	$	—	$	—	$	464	$	—	$	—	$	—	$	—	$	398	$	—	$	—
3	Cooperative association	$	—	$	—	$	893	$	—	$	—	$	—	$	—	$	856	$	—	$	—
4	Calavo	$	1,572	$	165	$	178	$	220	$	252	$	543	$	159	$	1	$	250	$	255
5	Third-party growers	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	609	$	—	$	—
6	Cadiz / Fenner / WAM	$	—	$	—	$	171	$	—	$	—	$	—	$	—	$	88	$	—	$	—
7	Colorado River Growers	$	522	$	—	$	5,337	$	—	$	—	$	306	$	—	$	3,841	$	—	$	—
8	YMIDD	$	—	$	—	$	86	$	—	$	—	$	—	$	—	$	85	$	—	$	—
9	FGF	$	2,479	$	—	$	2,433	$	—	$	—	$	—	$	—	$	—	$	—	$	—


		Six Months Ended April 30, 2021						Six Months Ended April 30, 2020
		Consolidated Statement of Operations								Consolidated Statement of Operations
Ref	Related Party	Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Dividends Paid			Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Other Income, Net		Dividends Paid
1	Employees	$	0	$	404	$	0	$	0		$	0	$	390	$	0	$	0	$	0
2	Mutual water companies	$	0	$	0	$	605	$	0		$	0	$	0	$	464	$	0	$	0
3	Cooperative association	$	0	$	0	$	526	$	0		$	0	$	0	$	893	$	0	$	0
4	Calavo	$	2,553	$	157	$	280	$	252		$	1,572	$	165	$	178	$	220	$	252
5	Cadiz / Fenner / WAM	$	0	$	0	$	235	$	0		$	0	$	0	$	171	$	0	$	0
6	Colorado River Growers	$	157	$	0	$	2,772	$	0		$	522	$	0	$	5,337	$	0	$	0
7	YMIDD	$	0	$	0	$	62	$	0		$	0	$	0	$	86	$	0	$	0
8	FGF	$	2,555	$	0	$	1,228	$	0		$	2,479	$	0	$	2,433	$	0	$	0
10	Freska	$	96	$	0	$	142	$	0		$	0	$	0	$	0	$	0	$	0
11	Third party growers	$	0	$	0	$	116	$	0		$	0	$	0	$	0	$	0	$	0


	Agribusiness Revenues for the Three Months Ended April 30,									Agribusiness Revenues for the Three Months Ended April 30,
	2020		2019		Change					2021		2020		Change
Lemons	$	32,598	$	36,382	$	(3,784	)	(10)%	Lemons	$	38,703	$	32,598	$	6,105	19%
Avocados	2,022		540		1,482			274%	Avocados	2,707		2,022		685		34%
Oranges	2,667		1,991		676			34%	Oranges	1,404		2,667		(1,263)		(47)%
Specialty citrus and other crops	1,152		1,910		(758		)	(40)%	Specialty citrus and other crops	1,175		1,152		23		2%
Agribusiness revenues	$	38,439	$	40,823	$	(2,384	)	(6)%	Agribusiness revenues	$	43,989	$	38,439	$	5,550	14%


	Agribusiness Costs and Expenses for the Three Months Ended April 30,
	2021		2020		Change
Packing costs	$	11,653	$	11,131	$	522	5%
Harvest costs	5,520		4,604		916		20%
Growing costs	6,713		6,812		(99)		(1)%
Third-party grower costs	10,271		11,242		(971)		(9)%
Depreciation and amortization	2,285		2,160		125		6%
Agribusiness costs and expenses	$	36,442	$	35,949	$	493	1%


	Agribusiness Revenues for the Six Months Ended April 30,									Agribusiness Revenues for the Six Months Ended April 30,
	2020		2019		Change					2021		2020		Change
Lemons	$	68,749	$	74,978	$	(6,229	)	(8)%	Lemons	$	72,900	$	68,749	$	4,151	6%
Avocados	2,190		543		1,647			303%	Avocados	2,707		2,190		517		24%
Oranges	4,939		2,937		2,002			68%	Oranges	2,495		4,939		(2,444)		(49)%
Specialty citrus and other crops	3,044		3,165		(121		)	(4)%	Specialty citrus and other crops	3,024		3,044		(20)		(1)%
Agribusiness revenues	$	78,922	$	81,623	$	(2,701	)	(3)%	Agribusiness revenues	$	81,126	$	78,922	$	2,204	3%



Exhibit Number			Exhibit
4.4			Amended Certificate of Designation, Preferences and Rights of $8.75 Voting Preferred Stock, $100.00 Par Value, Series B of Limoneira Company, dated May 21, 1997 (Incorporated by reference to exhibit 3.5 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

4.5			Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, $.01 Par Value, of Limoneira Company, dated November 21, 2006 (Incorporated by reference to exhibit 3.8 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

4.6			Certificate of Designation, Preferences and Rights of 4% Voting Preferred Stock, $100.00 Par Value, Series B-2 of Limoneira Company, dated March 20, 2014 (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 24, 2014 (File No. 001-34755))

31.1*			Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a)

31.2*			Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a)

32.1*			Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*			Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*			XBRL Instance Document

101.SCH*			XBRL Taxonomy Extension Schema Document

101.CAL*			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*			XBRL Taxonomy Extension Label Linkbase Document

101.PRE*			XBRL Taxonomy Extension Presentation Linkbase Document

104			The cover page for the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2021, has been formatted in Inline XBRL.


	*	Filed or furnished herewith,

	*	~~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 Quarterly Report on Form 10-Q 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.



	LIMONEIRA COMPANY

June ~~9, 2020~~8, 2021	By:	/s/ HAROLD S. EDWARDS
		Harold S. Edwards
		Director, President and Chief Executive Officer
		(Principal Executive Officer)

June ~~9, 2020~~8, 2021	By:	/s/ MARK PALAMOUNTAIN
		Mark Palamountain
		Chief Financial Officer, Treasurer and Corporate Secretary
		(Principal Financial and Accounting Officer)