Cover
Cover - shares | 3 Months Ended | |
Jan. 31, 2023 | Feb. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jan. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-34755 | |
Entity Registrant Name | LIMONEIRA COMPANY | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0260692 | |
Entity Address, Address Line One | 1141 Cummings Road | |
Entity Address, City or Town | Santa Paula | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 93060 | |
City Area Code | 805 | |
Local Phone Number | 525-5541 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | LMNR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 17,830,604 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001342423 | |
Current Fiscal Year End Date | --10-31 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Current assets: | ||
Cash | $ 12,464 | $ 857 |
Accounts receivable, net | 17,703 | 15,651 |
Cultural costs | 2,901 | 8,643 |
Prepaid expenses and other current assets | 5,434 | 8,496 |
Receivables/other from related parties | 3,392 | 3,888 |
Total current assets | 41,894 | 37,535 |
Property, plant and equipment, net | 171,682 | 222,628 |
Real estate development | 9,849 | 9,706 |
Equity in investments | 73,383 | 72,855 |
Goodwill | 1,529 | 1,506 |
Intangible assets, net | 7,424 | 7,317 |
Other assets | 15,367 | 16,971 |
Total assets | 321,128 | 368,518 |
Current liabilities: | ||
Accounts payable | 9,850 | 10,663 |
Growers and suppliers payable | 4,240 | 10,740 |
Accrued liabilities | 11,333 | 11,060 |
Payables to related parties | 5,226 | 4,860 |
Income taxes payable | 7,619 | 219 |
Current portion of long-term debt | 448 | 1,732 |
Total current liabilities | 38,716 | 39,274 |
Long-term liabilities: | ||
Long-term debt, less current portion | 40,919 | 104,076 |
Deferred income taxes | 23,523 | 23,497 |
Other long-term liabilities | 7,101 | 9,807 |
Total liabilities | 110,259 | 176,654 |
Commitments and contingencies | 0 | 0 |
Stockholders' Equity: | ||
Common Stock – $0.01 par value (39,000,000 shares authorized: 18,081,581 and 17,935,292 shares issued and 17,830,604 and 17,684,315 shares outstanding at January 31, 2023 and October 31, 2022, respectively) | 178 | 177 |
Additional paid-in capital | 166,232 | 165,169 |
Retained earnings | 29,669 | 15,500 |
Accumulated other comprehensive loss | (3,961) | (7,908) |
Treasury stock, at cost, 250,977 shares at January 31, 2023 and October 31, 2022 | (3,493) | (3,493) |
Noncontrolling interest | 11,434 | 11,609 |
Total stockholders' equity | 200,059 | 181,054 |
Total liabilities and stockholders' equity | 321,128 | 368,518 |
Series B Convertible Preferred Stock | ||
Long-term liabilities: | ||
Convertible preferred stock | 1,479 | 1,479 |
Series B-2 Preferred | ||
Long-term liabilities: | ||
Convertible preferred stock | 9,331 | 9,331 |
Series A Junior Participating Preferred Stock | ||
Stockholders' Equity: | ||
Series A Junior Participating Preferred Stock – $0.01 par value (20,000 shares authorized: zero issued or outstanding at January 31, 2023 and October 31, 2022) | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 39,000,000 | 39,000,000 |
Common stock, shares issued | 18,081,581 | 17,935,292 |
Common stock, shares outstanding | 17,830,604 | 17,684,315 |
Treasury stock (in shares) | 250,977 | 250,977 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 100 | $ 100 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 14,790 | 14,790 |
Preferred stock, shares outstanding | 14,790 | 14,790 |
Preferred stock coupon rate | 8.75% | 8.75% |
Series B-2 Preferred | ||
Preferred stock, par value (in dollars per share) | $ 100 | $ 100 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 9,300 | 9,300 |
Preferred stock, shares outstanding | 9,300 | 9,300 |
Preferred stock coupon rate | 4% | 4% |
Liquidation preference per share (in dollars per share) | $ 1,000 | $ 1,000 |
Series A Junior Participating Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Net revenues: | ||
Agribusiness | $ 36,528 | $ 38,083 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Agribusiness | Agribusiness |
Other operations | $ 1,373 | $ 1,191 |
Total net revenues | 37,901 | 39,274 |
Costs and expenses: | ||
Agribusiness | $ 41,241 | $ 41,244 |
Cost, Product and Service [Extensible List] | Agribusiness | Agribusiness |
Other operations | $ 1,238 | $ 1,074 |
Gain on disposal of assets, net | (39,742) | (85) |
Selling, general and administrative | 9,280 | 6,599 |
Total costs and expenses | 12,017 | 48,832 |
Operating income (loss) | 25,884 | (9,558) |
Other (expense) income: | ||
Interest income | 8 | 21 |
Interest (expense), net of patronage dividends | (1,172) | 215 |
Equity in earnings of investments, net | 253 | 51 |
Other (expense) income, net | (2,612) | 15 |
Total other (expense) income | (3,523) | 302 |
Income (loss) before income tax (provision) benefit | 22,361 | (9,256) |
Income tax (provision) benefit | (6,827) | 2,650 |
Net income (loss) | 15,534 | (6,606) |
Net loss attributable to noncontrolling interest | 97 | 88 |
Net income (loss) attributable to Limoneira Company | 15,631 | (6,518) |
Preferred dividends | (125) | (125) |
Net income (loss) applicable to common stock | $ 15,506 | $ (6,643) |
Basic net income (loss) per common share (in dollars per share) | $ 0.87 | $ (0.38) |
Diluted net income (loss) per common share (in dollars per share) | $ 0.84 | $ (0.38) |
Weighted-average common shares outstanding-basic (in shares) | 17,573,000 | 17,448,000 |
Weighted-average common shares outstanding-diluted (in shares) | 18,378,000 | 17,448,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 15,534 | $ (6,606) |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustments | 2,223 | 55 |
Minimum pension liability adjustment, net of tax of $(135) and $27 for the three months ended January 31, 2023 and 2022, respectively. | 220 | (72) |
Pension settlement, net of tax of $756 and $0 for the three months ended January 31, 2023 and 2022, respectively. | 1,944 | 0 |
Total other comprehensive income, net of tax | 3,947 | 127 |
Comprehensive income (loss) | 19,481 | (6,479) |
Comprehensive loss attributable to noncontrolling interest | 97 | 86 |
Comprehensive income (loss) attributable to Limoneira Company | $ 19,578 | $ (6,393) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Statement of Other Comprehensive Income [Abstract] | ||
Minimum pension liability adjustment, tax | $ (135) | $ 27 |
Pension settlement cost, tax | $ 756 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY - USD ($) $ in Thousands | Total | Series B Preferred | Series B-2 Preferred | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained Earnings Series B Preferred | Retained Earnings Series B-2 Preferred | Accumulated Other Comprehensive Loss (Income) | Treasury Stock | Noncontrolling Interest |
Beginning balance (in shares) at Oct. 31, 2021 | 17,685,400 | ||||||||||
Beginning balance at Oct. 31, 2021 | $ 188,435 | $ 179 | $ 163,965 | $ 21,552 | $ (5,733) | $ (3,493) | $ 11,965 | ||||
Stockholders' Equity | |||||||||||
Dividends Common | (1,328) | (1,328) | |||||||||
Dividends preferred | $ (32) | $ (93) | $ (32) | $ (93) | |||||||
Stock compensation (in shares) | 70,000 | ||||||||||
Stock compensation | 997 | $ 1 | 996 | ||||||||
Exchange of common stock (in shares) | (55,362) | ||||||||||
Exchange of common stock | (900) | $ 0 | (900) | ||||||||
Net income | (6,606) | (6,518) | (88) | ||||||||
Other comprehensive income, net of tax | 129 | 127 | 2 | ||||||||
Ending balance (in shares) at Jan. 31, 2022 | 17,700,038 | ||||||||||
Ending balance at Jan. 31, 2022 | 180,602 | $ 180 | 164,061 | 13,581 | (5,606) | (3,493) | 11,879 | ||||
Beginning balance, temporary equity at Oct. 31, 2021 | 1,479 | 9,331 | |||||||||
Ending balance, temporary equity at Jan. 31, 2022 | 1,479 | 9,331 | |||||||||
Beginning balance (in shares) at Oct. 31, 2022 | 17,684,315 | ||||||||||
Beginning balance at Oct. 31, 2022 | 181,054 | $ 177 | 165,169 | 15,500 | (7,908) | (3,493) | 11,609 | ||||
Stockholders' Equity | |||||||||||
Dividends Common | (1,337) | (1,337) | |||||||||
Dividends preferred | (32) | (93) | $ (32) | $ (93) | |||||||
Stock compensation (in shares) | 146,289 | ||||||||||
Stock compensation | 1,064 | $ 1 | 1,063 | ||||||||
Noncontrolling interest adjustment | (78) | (78) | |||||||||
Net income | 15,534 | 15,631 | (97) | ||||||||
Other comprehensive income, net of tax | 3,947 | 3,947 | 0 | ||||||||
Ending balance (in shares) at Jan. 31, 2023 | 17,830,604 | ||||||||||
Ending balance at Jan. 31, 2023 | $ 200,059 | $ 178 | $ 166,232 | $ 29,669 | $ (3,961) | $ (3,493) | $ 11,434 | ||||
Beginning balance, temporary equity at Oct. 31, 2022 | 1,479 | 9,331 | |||||||||
Ending balance, temporary equity at Jan. 31, 2023 | $ 1,479 | $ 9,331 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Dividends Common (in dollars per share) | $ 0.075 | $ 0.075 |
Series B Preferred | ||
Dividends preferred (in dollars per share) | 2.19 | 2.19 |
Series B-2 Preferred | ||
Dividends preferred (in dollars per share) | $ 10 | $ 10 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Operating activities | |||
Net income (loss) | $ 15,534 | $ (6,606) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 2,447 | 2,480 | |
Gain on disposal of assets, net | (39,742) | (85) | |
Stock compensation expense | 1,064 | 997 | |
Non-cash lease expense | 389 | 152 | |
Equity in earnings of investments, net | (253) | (51) | |
Deferred income taxes | 6,827 | (2,650) | |
Other, net | 171 | 213 | |
Changes in operating assets and liabilities: | |||
Accounts receivable and receivables/other from related parties | (1,676) | (2,188) | |
Cultural costs | 1,343 | 2,654 | |
Prepaid expenses and other current assets | 529 | (1,676) | |
Other assets | (10) | 29 | |
Accounts payable and growers and suppliers payable | (7,838) | (2,666) | |
Accrued liabilities and payables to related parties | 455 | 1,347 | |
Other long-term liabilities | (430) | (112) | |
Net cash used in operating activities | (21,190) | (8,162) | |
Investing activities | |||
Capital expenditures | (2,151) | (2,080) | |
Net proceeds from sales of assets | 98,888 | 1,090 | |
Net proceeds from sale of real estate development assets | 2,577 | 0 | |
Cash distribution from Trapani Fresh | 82 | 0 | |
Collection on notes receivable | 0 | 250 | |
Equity investment contributions | (275) | 0 | |
Investments in mutual water companies and water rights | (11) | 0 | |
Net cash provided by (used in) investing activities | 99,110 | (740) | |
Financing activities | |||
Borrowings of long-term debt | 57,940 | 44,439 | |
Repayments of long-term debt | (122,692) | (32,731) | |
Principal paid on finance lease and equipment financings | (107) | (69) | |
Dividends paid – common | (1,337) | (1,328) | |
Dividends paid – preferred | (125) | (125) | |
Exchange of common stock | 0 | (900) | |
Net cash (used in) provided by financing activities | (66,321) | 9,286 | |
Effect of exchange rate changes on cash | 8 | (7) | |
Net increase in cash | 11,607 | 377 | |
Cash at beginning of period | 857 | 439 | $ 439 |
Cash at end of period | 12,464 | 816 | $ 857 |
Supplemental disclosures of cash flow information | |||
Cash paid during the period for interest (net of amounts capitalized) | 1,006 | 618 | |
Non-cash investing and financing activities: | |||
Capital expenditures accrued but not paid at period-end | 818 | 25 | |
Accrued contribution obligation of investment in water company | $ 0 | $ 450 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 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 citrus. The Company is also engaged in residential rentals and other rental operations and real estate development activities. The Company markets and sells citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia, Europe and other international markets. The Company is a member of Sunkist Growers, Inc. (“Sunkist”), an agricultural marketing cooperative, and sells a portion of its oranges, specialty citrus and other crops to Sunkist-licensed and other third-party packinghouses. Basis of Presentation and Preparation The accompanying unaudited interim consolidated financial statements include the accounts of the Company and the accounts of all the subsidiaries and investments in which the Company holds a controlling interest. Intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company, the unaudited interim consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these unaudited interim consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Because the consolidated financial statements do not include all of the information and notes required by GAAP for a complete set of consolidated financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Comprehensive Income (Loss) Comprehensive income (loss) represents all changes in a company’s net assets, except changes resulting from transactions with stockholders. Other comprehensive income includes foreign currency translation items and defined benefit pension items. Accumulated other comprehensive loss is reported as a component of the Company's stockholders' equity. The following table summarizes other comprehensive income by component (in thousands): Three Months Ended January 31, 2023 2022 Pre-tax Amount Tax Benefit (Expense) Net Amount Pre-tax Amount Tax Expense Net Amount Foreign currency translation adjustments $ 2,223 $ — $ 2,223 $ 55 $ — $ 55 Minimum pension liability adjustments: Other comprehensive (loss) income before reclassifications (355) 135 (220) 99 (27) 72 Amounts reclassified to earnings included in "Other (expense) income, net" 2,700 (756) 1,944 — — — Other comprehensive income $ 4,568 $ (621) $ 3,947 $ 154 $ (27) $ 127 2. Summary of Significant Accounting Policies (continued) The following table summarizes the changes in accumulated other comprehensive loss by component (in thousands): Foreign Currency Translation (Loss) Gain Defined Benefit Pension Plan Accumulated Other Comprehensive Loss (Income) Balance at October 31, 2022 $ (6,184) $ (1,724) $ (7,908) Other comprehensive income 2,223 1,724 3,947 Balance at January 31, 2023 $ (3,961) $ — $ (3,961) Foreign Currency Translation (Loss) Gain Defined Benefit Pension Plan Accumulated Other Comprehensive Loss (Income) Balance at October 31, 2021 $ (3,754) $ (1,979) $ (5,733) Other comprehensive income 55 72 127 Balance at January 31, 2022 $ (3,699) $ (1,907) $ (5,606) COVID-19 Pandemic There is continued uncertainty around the breadth and duration of the Company's business disruptions related to the COVID-19 pandemic. The decline in demand for the Company's products beginning the second quarter of fiscal year 2020, has negatively impacted its sales and profitability for the last three years. The COVID-19 pandemic may impact its sales and profitability in future periods. The duration of these trends and the magnitude of such impacts are uncertain and therefore cannot be estimated at this time, as they are influenced by a number of factors, many of which are outside management’s control. The full impact of the COVID-19 pandemic on the Company's results of operations, financial condition, and liquidity, including its ability to comply with debt covenants, for fiscal year 2023 and beyond, is driven by estimates that contain uncertainties. Concentrations and Geographic Information Concentrations of credit risk with respect to revenues and accounts receivable are limited due to a large, diverse customer base. One customer represented 13% of revenue for the three months ended January 31, 2023. Two individual customers represented 15% and 12% of revenue, respectively, for the three months ended January 31, 2022. One individual customer represented 11% of accounts receivable, net as of January 31, 2023. No individual customer represented more than 10% of accounts receivable, net as of October 31, 2022. One individual supplier represented 13% of accounts payable as of January 31, 2023. No individual supplier represented more than 10% of accounts payable as of October 31, 2022. Lemons procured from third-party growers were 66% and 57% of the Company's lemon supply for the three months ended January 31, 2023 and 2022, respectively. One third-party grower was 17% and 20% of the lemon supply for the three months ended January 31, 2023 and 2022, respectively. The Company maintains its cash in federally insured financial institutions. The account balances at these institutions periodically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of risk related to amounts on deposit in excess of FDIC insurance coverage. During the three months ended January 31, 2023 and 2022, the Company had approximately $252,000 and $208,000, respectively, of total sales in Chile by Fruticola Pan de Azucar S.A. ("PDA") and Agricola San Pablo SpA ("San Pablo") and approximately $74,000 and $147,000, respectively, of total sales in Argentina by Trapani Fresh Consorcio de Cooperacion ("Trapani Fresh"). Aggregate foreign exchange transaction losses realized for our foreign subsidiaries was approximately $58,000 for the three months ended January 31, 2023 and was included in selling, general and administrative expenses in the consolidated statements of operations. |
Asset Sale
Asset Sale | 3 Months Ended |
Jan. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Asset Sale | Asset Sale In October 2022, the Company entered into a Purchase and Sale Agreement, as amended, (the “Agreement”) with PGIM Real Estate Finance, LLC (“PGIM”) to sell 3,537 acres of land and citrus orchards in Tulare County, California (the “Northern Properties”) for a purchase price of approximately $100,405,000. On January 25, 2023, the Board approved the Agreement creating a binding agreement of the Company to sell the Northern Properties and the transaction closed on January 31, 2023. The following is a summary of the transaction (in thousands): January 31, 2023 Net cash proceeds received $ 85,891 Debt directly repaid through the transaction 12,917 Total net proceeds received 98,808 Less: net book value of assets sold Cultural costs 4,405 Property, plant and equipment, net 53,144 Intangible assets, net 12 Other assets 1,320 Accrued liabilities (68) 58,813 Gain on disposal of assets $ 39,995 The proceeds were used to pay down all of the Company’s domestic debt except the AgWest Farm Credit $40,000,000 non-revolving line of credit. The Northern Properties component, including an allocation of interest expense related to the debt directly repaid through the transaction, had a pretax loss of $1,667,000 and $2,720,000 for the three months ended January 31, 2023 and 2022, respectively. On January 31, 2023, the Company entered into a Farm Management Agreement (“FMA”) with an affiliate of PGIM to provide farming, management and operations services related to the Northern Properties. The FMA has an initial term expiring March 31, 2024, and thereafter continuing from year to year unless earlier terminated under the terms of the FMA. Further, on January 31, 2023, the Company entered into a Grower Packing and Marketing Agreement to provide packing, marketing and selling services for lemons harvested on the Northern Properties for a minimum five-year term, subject to certain benchmarking standards. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Jan. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): January 31, 2023 October 31, 2022 Prepaid supplies and insurance $ 3,315 $ 2,958 Real estate development held for sale — 2,670 Sales tax receivable 752 475 Lemon supplier advances 1,019 1,188 Other 348 1,205 $ 5,434 $ 8,496 |
Real Estate Development
Real Estate Development | 3 Months Ended |
Jan. 31, 2023 | |
Real Estate [Abstract] | |
Real Estate Development | Real Estate Development Real estate development assets are comprised primarily of land and land development costs for the East Area II property in the amount of $9,849,000 and $9,706,000 at January 31, 2023 and October 31, 2022, respectively. East Area I, Retained Property and East Area II In fiscal year 2005, the Company began capitalizing the costs of two real estate development projects east of Santa Paula, California, for the development of 550 acres of land into residential units, commercial buildings and civic facilities. In November 2015 (the “Transaction Date”), the Company entered into a joint venture with The Lewis Group of Companies (“Lewis”) for the residential development of its East Area I real estate development project. To consummate the transaction, the Company formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity, contributed its East Area I property to LLCB and sold a 50% interest to Lewis for $20,000,000. 5. Real Estate Development (continued) East Area I, Retained Property and East Area II (continued) The Company and LLCB also entered into a Retained Property Development Agreement on the Transaction Date (the "Retained Property Agreement"). Under the terms of the Retained Property Agreement, LLCB transferred certain contributed East Area I property, which is entitled for commercial development, back to the Company (the "Retained Property") and arranged for the design and construction of certain improvements to the Retained Property, subject to certain reimbursements by the Company. The balance in East Area II includes estimated costs incurred by and reimbursable to LLCB of $3,444,000 at January 31, 2023 and October 31, 2022, which is included in payables to related parties. In January 2018, LLCB entered into a $45,000,000 unsecured Line of Credit Loan Agreement and Promissory Note (the “Loan”) with Bank of America, N.A. to fund early development activities. Effective as of February 22, 2023, the Loan maturity date was extended to February 22, 2024 and the maximum borrowing amount was reduced to $35,000,000. As of February 1, 2023, the interest rate on the Loan transitioned from the London Interbank Offered Rate ("LIBOR") to the Bloomberg Short-Term Bank Yield Index rate ("BSBY") plus 2.85% and is payable monthly. The Loan contains certain customary default provisions and LLCB may prepay any amounts outstanding under the Loan without penalty. The Loan had an outstanding balance of $9,800,000 as of January 31, 2023. In February 2018, the Company and certain principals from Lewis guaranteed the obligations under the Loan. The guarantors are jointly and severally liable for all Loan obligations in the event of default by LLCB. The guarantee continues in effect until all of the Loan obligations are fully paid. The $1,080,000 estimated value of the guarantee was recorded in the Company’s consolidated balance sheets and is included in other long-term liabilities with a corresponding value in equity in investments. Additionally, a Reimbursement Agreement was executed between the Lewis guarantors and the Company, which provides for unpaid liabilities of LLCB to be shared pro-rata by the Lewis guarantors and the Company in proportion to their percentage interest in LLCB. In October 2022, the Company entered into a joint venture with Lewis for the development of the Retained Property. The Company formed LLCB II, LLC ("LLCB II") as the development entity, contributed the Retained Property to the joint venture and sold a 50% interest to Lewis for $7,975,000. The Company recorded a deferred gain of $465,000 on the transaction which is included in other long-term liabilities as of January 31, 2023 and October 31, 2022. The joint venture partners will share in the capital contributions to fund project costs until loan proceeds and/or revenues are sufficient to fund the project. The Company made contributions of $275,000 to LLCB II during the three months ended January 31, 2023. Through January 31, 2023, LLCB has closed sales of initial residential lots representing 586 residential units. Other Real Estate Development Projects |
Equity in Investments
Equity in Investments | 3 Months Ended |
Jan. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity in Investments | Equity in Investments Equity in investments consist of the following (in thousands): January 31, 2023 October 31, 2022 Limoneira Lewis Community Builders, LLC $ 61,250 $ 61,154 LLCB II, LLC 8,297 8,023 Limco Del Mar, Ltd. 2,176 2,024 Rosales 1,155 1,147 Romney Property Partnership 505 507 $ 73,383 $ 72,855 Net amounts due from Rosales were $430,000 and $270,000 at January 31, 2023 and October 31, 2022, respectively, and are included in receivables/other from related parties and payables to related parties. 6. Equity in Investments (continued) Unconsolidated Significant Subsidiary In accordance with Rule 10-01(b)(1) of Regulation S-X, which applies to interim reports on Form 10-Q, the Company must determine if its equity method investees are considered “significant subsidiaries." In evaluating its investments, there are two tests utilized to determine if equity method investees are considered significant subsidiaries: the income test and the investment test. Summarized income statement information of an equity method investee is required in an interim report if either of the two tests exceed 20% in the interim periods presented. During the year-to-date interim periods for the three months ended January 31, 2023 and 2022, this threshold was not met for any of the Company's equity investments. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net A summary of the change in the carrying amount of goodwill is as follows (in thousands): Goodwill Carrying Amount Balance at October 31, 2022 $ 1,506 Foreign currency translation adjustment 23 Balance at January 31, 2023 $ 1,529 Goodwill is tested for impairment on an annual basis or when an event or changes in circumstances indicate that its carrying value may not be recoverable. There have been no impairment charges recorded against goodwill as of January 31, 2023. Intangible assets consisted of the following (in thousands): January 31, 2023 October 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Trade names and trademarks $ 2,108 (951) 1,157 8 $ 2,108 $ (881) $ 1,227 8 Customer relationships 4,037 (1,772) 2,265 9 4,037 (1,660) 2,377 9 Non-competition agreement 437 (91) 346 8 437 (76) 361 8 Acquired water and mineral rights 3,656 — 3,656 Indefinite 3,352 — 3,352 Indefinite $ 10,238 $ (2,814) $ 7,424 $ 9,934 $ (2,617) $ 7,317 Amortization expense totaled $197,000 and $181,000 for the three months ended January 31, 2023 and 2022, respectively. Estimated future amortization expense of intangible assets as of January 31, 2023 is as follows (in thousands): 2023 (excluding the three months ended January 31, 2023) $ 532 2024 711 2025 711 2026 711 2027 427 Thereafter 676 $ 3,768 |
Other Assets
Other Assets | 3 Months Ended |
Jan. 31, 2023 | |
Other Assets [Abstract] | |
Other Assets | Other Assets Investments in Mutual Water Companies The Company’s investments in various not-for-profit mutual water companies provide it with the right to receive a proportionate share of water from each of the not-for-profit mutual water companies that have been invested in and do not constitute voting shares and/or rights. In January 2023, the Company sold an investment in a mutual water company with a net book value of $1,320,000 as part of the Northern Properties sale described in Note 3. As of January 31, 2023 and October 31, 2022, $5,191,000 and $6,500,000, respectively, were included in other assets. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Jan. 31, 2023 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following (in thousands): January 31, 2023 October 31, 2022 Compensation $ 3,609 $ 3,572 Property taxes 361 664 Operating expenses 3,512 2,341 Leases 2,072 2,026 Other 1,779 2,457 $ 11,333 $ 11,060 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt is comprised of the following (in thousands): January 31, 2023 October 31, 2022 AgWest Farm Credit revolving and non-revolving lines of credit: the interest rate of the revolving line of credit is variable based on the one-month Secured Overnight Financing Rate ("SOFR"), which was 4.33% at January 31, 2023, plus 1.85%. The interest rate for the $40.0 million outstanding balance of the non-revolving line of credit is fixed at 3.57% through July 1, 2025 and variable thereafter. Interest is payable monthly and the principal is due in full on July 1, 2026. $ 40,000 $ 88,521 AgWest Farm Credit term loan: The interest rate was fixed at 3.24%. The loan was repaid in January 2023. — 919 AgWest Farm Credit term loan: The interest rate was fixed at 3.24%. The loan was repaid in January 2023. — 7,562 AgWest Farm Credit term loan: The interest rate was fixed at 2.77% until July 1, 2025, becoming variable for the remainder of the loan. The loan was repaid in January 2023. — 5,555 AgWest Farm Credit term loan: The interest rate was fixed at 3.19%. The loan was repaid in January 2023. — 2,003 Banco de Chile term loan: The interest rate is fixed at 6.48%. The loan is payable in annual installments through January 2025. 656 675 Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48%. The loans are payable in monthly installments through September 2024. 237 233 Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48% and 4.26%. The loans are payable in monthly installments through September 2026. 474 434 Subtotal 41,367 105,902 Less deferred financing costs, net of accumulated amortization — 94 Total long-term debt, net 41,367 105,808 Less current portion 448 1,732 Long-term debt, less current portion $ 40,919 $ 104,076 10. Long-Term Debt (continued) The Company entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, formerly known as Farm Credit West, (the "Lender") dated June 1, 2021, together with a revolving credit facility supplement (the “Revolving Credit Supplement”), a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement,” and together with the Revolving Credit Supplement, the “Supplements”) and an agreement to convert to a fixed interest rate for a period of time as described in the table above ("Fixed Interest Rate Agreement"). The MLA governs the terms of the Supplements. The MLA amends and restates the previous Master Loan Agreement between the Company and the Lender, dated June 19, 2017 and extends the principal repayment to July 1, 2026. In March 2020, the Company entered into a revolving equity line of credit promissory note and loan agreement with the Lender for a $15,000,000 Revolving Equity Line of Credit (the "RELOC") secured by a first lien on the Windfall Investors, LLC property. The RELOC matures in 2043 and features a 3-year draw period followed by 20 years of fully amortized loan payments. The Supplements and RELOC provide aggregate borrowing capacity of $130,000,000 comprised of $75,000,000 under the Revolving Credit Supplement, $40,000,000 under the Non-Revolving Credit Supplement and $15,000,000 under the RELOC. As of January 31, 2023, the Company's outstanding borrowings under the Supplements and RELOC were $40,000,000 and it had $90,000,000 available to borrow. In January 2023, the Company used the proceeds from the Northern Properties sale as described in Note 3 to reduce the Company's long-term debt. The interest rate in effect under the Revolving Credit Supplement automatically adjusts on the first day of each month. The interest rate for any amount outstanding under the Revolving Credit Supplement was based on the one-month LIBOR plus or minus an applicable margin. As of January 1, 2023, the rate transitioned from LIBOR to the Secured Overnight Financing Rate ("SOFR"). The applicable margin ranges from 1.75% to 2.35% depending on the ratio of current assets, plus the remaining available commitment divided by current liabilities. On each one-year anniversary of July 1, the Company has the option to convert the interest rate in use under the Revolving Credit Supplement from the preceding SOFR-based calculation to a variable interest rate. The Company may prepay any amounts outstanding under the Revolving Credit Supplement without penalty. The interest rate in effect under the Non-Revolving Credit Supplement is a fixed interest rate of 3.57% per year until July 1, 2025 (the “Fixed Rate Term”). Thereafter, the interest rate will convert to a variable interest rate established by the Lender corresponding to the applicable interest rate group. The Company may not prepay any amounts under the outstanding Non-Revolving Credit Supplement during the Fixed Rate Term. Thereafter, the Company may prepay any amounts outstanding under the Non-Revolving Credit Supplement, provided that a fee equal to 0.50% of the amount prepaid and any other cost or loss suffered by the Lender must be paid with any prepayment. The interest rate in effect under the RELOC is a variable interest rate established by the Lender corresponding to the applicable interest rate group, which was 6.75% as of January 31, 2023. The interest rate may be adjusted automatically under the provisions of the Lender's variable interest rate plan. The Company may prepay any amounts outstanding under the RELOC without penalty. All indebtedness under the MLA and RELOC, including any indebtedness under the Supplements, is secured by a first lien on Company-owned stock or participation certificates, Company funds maintained with the Lender, the Lender’s unallocated surplus, and certain of the Company’s agricultural properties in Ventura counties in California and certain of the Company’s building fixtures and improvements and investments in mutual water companies associated with the pledged agricultural properties. The MLA includes customary default provisions that provide should an event of default occur, the Lender, at its option, may declare all or any portion of the indebtedness under the MLA to be immediately due and payable without demand, notice of nonpayment, protest or prior recourse to collateral, and terminate or suspend the Company’s right to draw or request funds on any loan or line of credit. The MLA subjects the Company to affirmative and restrictive covenants including, among other customary covenants, financial reporting requirements, requirements to maintain and repair any collateral, restrictions on the sale of assets, restrictions on the use of proceeds, prohibitions on the incurrence of additional debt and restrictions on the purchase or sale of major assets of the Company’s business. The Company is also subject to a financial covenant that requires it to maintain compliance with a specific debt service coverage ratio greater than or equal to 1.25:1 when measured at October 31, 2023 and annually thereafter. The Company was in compliance as of October 31, 2022. 10. Long-Term Debt (continued) In February 2023, the Lender declared an annual cash patronage dividend of 1.25% of average eligible loan balances and the Company received $1,413,000 in the second quarter of fiscal year 2023. In December 2021, the Lender declared an annual cash patronage dividend of 1.25% of average eligible loan balances and the Company received $1,582,000 in February 2022. Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress. The Company capitalized interest of $347,000 and zero during the three months ended January 31, 2023 and 2022, respectively. Capitalized interest is included in property, plant and equipment and real estate development assets in the Company’s consolidated balance sheets. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 3 Months Ended |
Jan. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): January 31, 2023 October 31, 2022 Minimum pension liability $ — $ 2,272 Loan guarantee 1,080 1,080 Leases 4,703 5,062 Other 1,318 1,393 $ 7,101 $ 9,807 |
Leases
Leases | 3 Months Ended |
Jan. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Lessor Arrangements The Company enters into leasing transactions in which it rents certain of its assets and the Company is the lessor. These lease contracts are typically classified as operating leases with remaining terms ranging from one month to 20 years, with various renewal terms available. All of the residential rentals have month-to-month lease terms. The Company’s rental operations revenue consists of the following (in thousands): Three Months Ended 2023 2022 Operating lease revenue $ 1,291 $ 1,118 Variable lease revenue 82 73 Total lease revenue $ 1,373 $ 1,191 Lessee Arrangements The Company enters into leasing transactions in which the Company is the lessee. These lease contracts are classified as either operating or finance leases. The Company’s lease contracts are generally for agricultural land and packinghouse facilities and equipment with remaining lease terms ranging from one Operating lease costs were $491,000 and $123,000 for the three months ended January 31, 2023 and 2022, respectively. Finance lease costs were immaterial for the three months ended January 31, 2023 and 2022. Variable and short term lease costs were $145,000 and $162,000, respectively for the three months ended January 31, 2023,and were immaterial for the three months ended January 31, 2022. 12. Leases (continued) Supplemental balance sheet information related to leases consists of the following (in thousands): Classification January 31, 2023 October 31, 2022 Assets Operating lease ROU assets Other assets $ 5,926 $ 6,190 Finance lease assets Other assets 1,058 1,091 $ 6,984 $ 7,281 Liabilities and Stockholders' Equity Current operating lease liabilities Accrued liabilities and payables to related parties $ 1,939 $ 1,892 Current finance lease liabilities Accrued liabilities 268 268 Non-current operating lease liabilities Other long-term liabilities 4,047 4,347 Non-current finance lease liabilities Other long-term liabilities 656 715 $ 6,910 $ 7,222 Supplemental cash flow information related to leases consists of the following (in thousands): Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 478 $ 189 Operating cash outflows from finance leases $ 8 $ 12 Financing cash outflows from finance leases $ 59 $ 69 ROU assets obtained in exchange for new operating lease liabilities $ 99 $ 288 Leased assets obtained in exchange for new finance lease liabilities $ — $ 1,020 |
Leases | Leases Lessor Arrangements The Company enters into leasing transactions in which it rents certain of its assets and the Company is the lessor. These lease contracts are typically classified as operating leases with remaining terms ranging from one month to 20 years, with various renewal terms available. All of the residential rentals have month-to-month lease terms. The Company’s rental operations revenue consists of the following (in thousands): Three Months Ended 2023 2022 Operating lease revenue $ 1,291 $ 1,118 Variable lease revenue 82 73 Total lease revenue $ 1,373 $ 1,191 Lessee Arrangements The Company enters into leasing transactions in which the Company is the lessee. These lease contracts are classified as either operating or finance leases. The Company’s lease contracts are generally for agricultural land and packinghouse facilities and equipment with remaining lease terms ranging from one Operating lease costs were $491,000 and $123,000 for the three months ended January 31, 2023 and 2022, respectively. Finance lease costs were immaterial for the three months ended January 31, 2023 and 2022. Variable and short term lease costs were $145,000 and $162,000, respectively for the three months ended January 31, 2023,and were immaterial for the three months ended January 31, 2022. 12. Leases (continued) Supplemental balance sheet information related to leases consists of the following (in thousands): Classification January 31, 2023 October 31, 2022 Assets Operating lease ROU assets Other assets $ 5,926 $ 6,190 Finance lease assets Other assets 1,058 1,091 $ 6,984 $ 7,281 Liabilities and Stockholders' Equity Current operating lease liabilities Accrued liabilities and payables to related parties $ 1,939 $ 1,892 Current finance lease liabilities Accrued liabilities 268 268 Non-current operating lease liabilities Other long-term liabilities 4,047 4,347 Non-current finance lease liabilities Other long-term liabilities 656 715 $ 6,910 $ 7,222 Supplemental cash flow information related to leases consists of the following (in thousands): Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 478 $ 189 Operating cash outflows from finance leases $ 8 $ 12 Financing cash outflows from finance leases $ 59 $ 69 ROU assets obtained in exchange for new operating lease liabilities $ 99 $ 288 Leased assets obtained in exchange for new finance lease liabilities $ — $ 1,020 |
Basic and Diluted Net Income pe
Basic and Diluted Net Income per Share | 3 Months Ended |
Jan. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) per Share | Basic and Diluted Net Income (Loss) Per Share Basic net income (loss) per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock. Diluted net income (loss) per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of unvested, restricted stock and conversion of preferred stock. The computations for basic and diluted net income (loss) per common share are as follows (in thousands, except per share amounts): Three Months Ended 2023 2022 Basic net income (loss) per common share: Net income (loss) applicable to common stock $ 15,506 $ (6,643) Effect of unvested, restricted stock (161) (13) Numerator: Net income (loss) for basic EPS 15,345 (6,656) Denominator: Weighted average common shares-basic 17,573 17,448 Basic net income (loss) per common share $ 0.87 $ (0.38) Diluted net income (loss) per common share: Net income (loss) for basic EPS $ 15,345 $ (6,656) Effect of dilutive preferred stock 125 — Numerator: Net income (loss) for diluted EPS 15,470 (6,656) Weighted average common shares–basic 17,573 17,448 Effect of dilutive preferred stock 805 — Denominator: Weighted average common shares–diluted 18,378 17,448 Diluted net income (loss) per common share $ 0.84 $ (0.38) Diluted net income (loss) per common share is computed using the more dilutive method of either the two-class method or the treasury stock method. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share. The Company’s unvested, restricted stock awards qualify as participating shares. Diluted net income per common share was calculated under the two-class method for the three months ended January 31, 2023 and 2022. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jan. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company has transactions with equity method investments and various related parties summarized in Note 6 - Equity in Investments and in the tables below (in thousands): January 31, 2023 October 31, 2022 Balance Sheet Balance Sheet Ref Related Party Receivable/Other from Related Parties Other Assets Payables to Related Parties Other Long-Term Liabilities Receivable/Other from Related Parties Other Assets Payables to Related Parties Other Long-Term Liabilities 2 Mutual water companies $ — $ 11 $ 207 $ — $ — $ 506 $ 133 $ — 5 Cadiz / Fenner / WAM $ — $ 1,268 $ 722 $ 1,178 $ — $ 1,288 $ 446 $ 1,198 8 FGF $ 2,896 $ 2,858 $ 837 $ — $ 2,965 $ 2,652 $ 837 $ — 9 LLCB $ 66 $ — $ 3,444 $ — $ 66 $ — $ 3,444 $ — Three Months Ended January 31, 2023 Three Months Ended January 31, 2022 Consolidated Statement of Operations Consolidated Statement of Operations Ref Related Party Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid 1 Employees $ — $ 223 $ — $ — $ — $ 211 $ — $ — 2 Mutual water companies $ — $ — $ 372 $ — $ — $ — $ 139 $ — 3 Cooperative association $ — $ — $ 393 $ — $ — $ — $ 365 $ — 4 Calavo $ — $ — $ — $ — $ — $ 80 $ 2 $ 126 5 Cadiz / Fenner / WAM $ — $ — $ 1,138 $ — $ — $ — $ 717 $ — 7 YMIDD $ 135 $ — $ — $ — $ — $ — $ 14 $ — 8 FGF $ 83 $ 74 $ 10 $ — $ 229 $ — $ 59 $ — 12 Principal owner $ — $ — $ — $ 209 $ — $ — $ — $ — (1) Employees - The Company rents certain of its residential housing assets to employees on a month-to-month basis and recorded rental income from employees. There were no material rental payments due from employees at January 31, 2023 or October 31, 2022. (2) Mutual water companies - The Company has representation on the boards of directors of the mutual water companies in which the Company has investments, as well as other water districts. Refer to Note 8 - Other Assets. The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies and districts. (3) Cooperative association - The Company has representation on the board of directors of a non-profit cooperative association that provides pest control services for the agricultural industry. The Company purchased services and supplies from and had payments due to the cooperative association. (4) Calavo - Through January 2022, the Company had representation on the board of directors of Calavo. Calavo owned common stock of the Company and the Company paid dividends on such common stock to Calavo. Additionally, the Company leases office space to Calavo. As of February 2022, Calavo is no longer a related party. (5) Cadiz / Fenner / WAM - A member of the Company’s board of directors serves as the CEO, President and a member of the board of directors of Cadiz, Inc. In 2013, the Company entered a long-term lease agreement (the “Lease”) with Cadiz Real Estate, LLC (“Cadiz”), a wholly owned subsidiary of Cadiz, Inc., and currently leases 670 acres located in eastern San Bernardino County, California. The annual base rent is equal to the sum of $200 per planted acre and 20% of gross revenues from the sale of harvested lemons (less operating expenses), not to exceed $1,200 per acre per year. In 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”). An affiliate of WAM is the holder of 9,300 shares of the Company's Series B-2 convertible preferred stock. Upon the adoption of ASC 842, the Company recorded a right-of-use, or ROU, asset and corresponding lease liability. (7) Yuma Mesa Irrigation and Drainage District (“YMIDD”) - The Company has representation on the board of directors of YMIDD. The Company purchased water from YMIDD and had immaterial amounts payable to them for such purchases. Additionally, the Company received fallowing revenue from YMIDD. 14. Related Party Transactions (continued) (8) FGF - The Company advances funds to FGF for fruit purchases, which are recorded as an asset until the sales occur and the remaining proceeds become due to FGF. The Company has a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services. The Company records revenue related to the licensing of intangible assets to FGF. The Company leases the Santa Clara ranch to FGF and records rental revenue related to the leased land. (9) LLCB - Refer to Note 5 - Real Estate Development. (12) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner. |
Income Taxes
Income Taxes | 3 Months Ended |
Jan. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe effective tax rate for the three months ended January 31, 2023 was higher than the federal statutory tax rate of 21% mainly due to foreign jurisdictions that are taxed at different rates, state taxes, tax impact of stock-based compensation, and nondeductible tax items. The Company has no material uncertain tax positions as of January 31, 2023. The Company recognizes interest expense and penalties related to income tax matters as a component of income tax expense. There was no accrued interest or penalties associated with uncertain tax positions as of January 31, 2023. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Jan. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans The Limoneira Company Retirement Plan (the “Plan”) is a noncontributory, defined benefit, single employer pension plan, which provides retirement benefits for all eligible employees. Benefits paid by the Plan are calculated based on years of service, highest five-year average earnings, primary Social Security benefit and retirement age. Effective June 2004, the Company froze the Plan and no additional benefits accrued to participants subsequent to that date. The Plan is administered by Principal Bank and Mercer Human Resource Consulting. In fiscal year 2021, the Company terminated the Plan effective December 31, 2021. During the three months ended January 31, 2023, the Company made funding contributions of $2,550,000 to fully fund and settle the plan obligations. Lump sum payments were made to a portion of the active and vested terminated participants and annuities were purchased for all remaining participants from an insurance company. There are no remaining benefit obligations or plan assets and the remaining accumulated other comprehensive loss was fully recognized. The Plan was funded consistent with the funding requirements of federal law and regulations. There were no funding contributions during the three months ended January 31, 2022. Plan assets were invested in a group trust consisting primarily of pooled funds, mutual funds, cash and cash equivalents. The components of net periodic pension cost for the Plan for the three months ended January 31, 2023 and 2022 were as follows (in thousands): Three Months Ended 2023 2022 Administrative expenses $ 20 $ 180 Interest cost 34 130 Expected return on plan assets (17) (127) Prior service cost 4 11 Recognized actuarial loss — 99 Settlement loss recognized 2,700 — Net periodic benefit cost $ 2,741 $ 293 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jan. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any pending or threatened litigation against it that it expects will have a material adverse effect on its business, financial condition, liquidity, or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings. The Company is party to a lawsuit, initiated on March 27, 2018, against Southern California Edison in Superior Court of the State of California, County of Los Angeles whereby the Company is claiming unspecified damages, attorneys' fees and other costs, as a result of the Thomas Fire in fiscal year 2018. While the outcome of this lawsuit is uncertain, the Company believes its claim for damages is valid. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company has a stock-based compensation plan (the"Stock Plan") that allows for the grant of restricted stock of the Company to members of management, key executives and non-employee directors. The fair value of such awards is based on the fair value of the Company’s common stock on the date of grant and all are classified as equity awards. Performance Awards Certain restricted stock grants are made to management each December under the Stock Plan based on the achievement of certain annual financial performance and other criteria achieved during the previous fiscal year (“Performance Awards”). The Performance Awards are based on a percentage of the employee’s base salary divided by the stock price on the grant date once the performance criteria have been met, and generally vest over a two-year period as service is provided. During December 2022, 79,972 shares of restricted stock with a per share price of $13.19 were granted to management under the Stock Plan for fiscal year 2022 performance, resulting in total compensation expense of approximately $1,055,000, with $365,000 recognized in the fiscal year ended October 31, 2022 and the balance to be recognized over the next two years as the shares vest. Executive Awards Certain restricted stock grants are made to key executives under the Stock Plan (“Executive Awards”). Executive Awards generally vest over a three-year period as service is provided. During December 2022, the Company granted 55,000 shares of restricted stock with a per share price of $13.19 to key executives under the Stock Plan. The related compensation expense of approximately $725,000 will be recognized equally over the next three years as the shares vest. In fiscal year 2022, the Company entered into Retention Bonus Agreements with key executives (collectively, the “Retention Bonus Agreements”) whereby the executives will be eligible to receive cash and restricted stock grants. During December 2022, the Company granted 11,317 shares of common stock with a per share price of $13.19 to key executives related to the Retention Bonus Agreements. The related compensation expense of approximately $149,000 had $122,000 recognized in the fiscal year ended October 31, 2022 and the balance will be recognized over the next year as the shares vest. Director Awards The Company issues shares of restricted stock to non-employee directors under the Stock Plan on an annual basis that generally vest over a one-year period (“Director Awards”). Exchange of Common Stock |
Segment Information
Segment Information | 3 Months Ended |
Jan. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates in four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness. The reportable operating segments of the Company are strategic business units with different products and services, distribution processes and customer bases. The fresh lemons segment includes sales, farming and harvest costs and third-party grower and supplier costs relative to fresh lemons. The lemon packing segment includes packing revenues and shipping and handling revenues relative to lemon packing. The lemon packing segment expenses are comprised of lemon packing costs. The lemon packing segment revenues include intersegment revenues between fresh lemons and lemon packing. The intersegment revenues are included gross in the segment note and a separate line item is shown as an elimination. The avocados segment includes sales, farming and harvest costs. The other agribusiness segment includes sales, farming and harvest costs and brokered fruit costs of oranges, specialty citrus and other crops. Revenues related to rental operations are included in “Corporate and Other.” Other agribusiness revenues consisted of oranges of $1,152,000 and specialty citrus and other crops of $1,247,000 for the three months ended January 31, 2023. Other agribusiness revenues consisted of oranges of $873,000 and specialty citrus and other crops of $876,000 for the three months ended January 31, 2022. The Company does not separately allocate depreciation and amortization to its fresh lemons, lemon packing, avocados and other agribusiness segments. No asset information is provided for reportable operating segments, as these specified amounts are not included in the measure of segment profit or loss reviewed by the Company’s chief operating decision maker. The Company measures operating performance, including revenues and operating income, of its operating segments and allocates resources based on its evaluation. The Company does not allocate selling, general and administrative expense, gain on disposal of assets, total other income (expense) and income taxes, or specifically identify them to its operating segments. The Company earns packing revenue for packing lemons grown on its orchards and lemons procured from third-party growers. Intersegment revenues represent packing revenues related to lemons grown on the Company’s orchards. Segment information for the three months ended January 31, 2023 (in thousands): Fresh Lemon Eliminations Other Total Corporate Total Revenues from external customers $ 28,481 $ 5,648 $ — $ — $ 2,399 $ 36,528 $ 1,373 $ 37,901 Intersegment revenue — 7,363 (7,363) — — — — — Total net revenues 28,481 13,011 (7,363) — 2,399 36,528 1,373 37,901 Costs and expenses (gain) 33,300 11,353 (7,363) — 1,816 39,106 (29,536) 9,570 Depreciation and amortization — — — — — 2,135 312 2,447 Operating income (loss) $ (4,819) $ 1,658 $ — $ — $ 583 $ (4,713) $ 30,597 $ 25,884 Segment information for the three months ended January 31, 2022 (in thousands): Fresh Lemon Eliminations Other Total Corporate Total Revenues from external customers $ 29,600 $ 5,968 $ — $ 766 $ 1,749 $ 38,083 $ 1,191 $ 39,274 Intersegment revenue — 6,589 (6,589) — — — — — Total net revenues 29,600 12,557 (6,589) 766 1,749 38,083 1,191 39,274 Costs and expenses 32,161 10,556 (6,589) 321 2,610 39,059 7,293 46,352 Depreciation and amortization — — — — — 2,185 295 2,480 Operating (loss) income $ (2,561) $ 2,001 $ — $ 445 $ (861) $ (3,161) $ (6,397) $ (9,558) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jan. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company evaluated events subsequent to January 31, 2023 through the date of this filing, to assess the need for potential recognition or disclosure in this Quarterly Report on Form 10-Q. Based upon this evaluation, except as described in the notes to the interim consolidated financial statements, it was determined that no other subsequent events occurred that require recognition or disclosure in the unaudited consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Comprehensive income (loss) | Comprehensive income (loss) represents all changes in a company’s net assets, except changes resulting from transactions with stockholders. Other comprehensive income includes foreign currency translation items and defined benefit pension items. Accumulated other comprehensive loss is reported as a component of the Company's stockholders' equity. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Comprehensive Income (Loss) by Component | The following table summarizes other comprehensive income by component (in thousands): Three Months Ended January 31, 2023 2022 Pre-tax Amount Tax Benefit (Expense) Net Amount Pre-tax Amount Tax Expense Net Amount Foreign currency translation adjustments $ 2,223 $ — $ 2,223 $ 55 $ — $ 55 Minimum pension liability adjustments: Other comprehensive (loss) income before reclassifications (355) 135 (220) 99 (27) 72 Amounts reclassified to earnings included in "Other (expense) income, net" 2,700 (756) 1,944 — — — Other comprehensive income $ 4,568 $ (621) $ 3,947 $ 154 $ (27) $ 127 |
Schedule of Accumulated Other Comprehensive Income (Loss) by Component | The following table summarizes the changes in accumulated other comprehensive loss by component (in thousands): Foreign Currency Translation (Loss) Gain Defined Benefit Pension Plan Accumulated Other Comprehensive Loss (Income) Balance at October 31, 2022 $ (6,184) $ (1,724) $ (7,908) Other comprehensive income 2,223 1,724 3,947 Balance at January 31, 2023 $ (3,961) $ — $ (3,961) Foreign Currency Translation (Loss) Gain Defined Benefit Pension Plan Accumulated Other Comprehensive Loss (Income) Balance at October 31, 2021 $ (3,754) $ (1,979) $ (5,733) Other comprehensive income 55 72 127 Balance at January 31, 2022 $ (3,699) $ (1,907) $ (5,606) |
Asset Sale (Tables)
Asset Sale (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Asset Sale | The following is a summary of the transaction (in thousands): January 31, 2023 Net cash proceeds received $ 85,891 Debt directly repaid through the transaction 12,917 Total net proceeds received 98,808 Less: net book value of assets sold Cultural costs 4,405 Property, plant and equipment, net 53,144 Intangible assets, net 12 Other assets 1,320 Accrued liabilities (68) 58,813 Gain on disposal of assets $ 39,995 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): January 31, 2023 October 31, 2022 Prepaid supplies and insurance $ 3,315 $ 2,958 Real estate development held for sale — 2,670 Sales tax receivable 752 475 Lemon supplier advances 1,019 1,188 Other 348 1,205 $ 5,434 $ 8,496 |
Equity in Investments (Tables)
Equity in Investments (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity in Investments | Equity in investments consist of the following (in thousands): January 31, 2023 October 31, 2022 Limoneira Lewis Community Builders, LLC $ 61,250 $ 61,154 LLCB II, LLC 8,297 8,023 Limco Del Mar, Ltd. 2,176 2,024 Rosales 1,155 1,147 Romney Property Partnership 505 507 $ 73,383 $ 72,855 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in the Carrying Amount of Goodwill | A summary of the change in the carrying amount of goodwill is as follows (in thousands): Goodwill Carrying Amount Balance at October 31, 2022 $ 1,506 Foreign currency translation adjustment 23 Balance at January 31, 2023 $ 1,529 |
Indefinite-Lived Intangible Assets | Intangible assets consisted of the following (in thousands): January 31, 2023 October 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Trade names and trademarks $ 2,108 (951) 1,157 8 $ 2,108 $ (881) $ 1,227 8 Customer relationships 4,037 (1,772) 2,265 9 4,037 (1,660) 2,377 9 Non-competition agreement 437 (91) 346 8 437 (76) 361 8 Acquired water and mineral rights 3,656 — 3,656 Indefinite 3,352 — 3,352 Indefinite $ 10,238 $ (2,814) $ 7,424 $ 9,934 $ (2,617) $ 7,317 |
Finite-Lived Intangible Assets | Intangible assets consisted of the following (in thousands): January 31, 2023 October 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Trade names and trademarks $ 2,108 (951) 1,157 8 $ 2,108 $ (881) $ 1,227 8 Customer relationships 4,037 (1,772) 2,265 9 4,037 (1,660) 2,377 9 Non-competition agreement 437 (91) 346 8 437 (76) 361 8 Acquired water and mineral rights 3,656 — 3,656 Indefinite 3,352 — 3,352 Indefinite $ 10,238 $ (2,814) $ 7,424 $ 9,934 $ (2,617) $ 7,317 |
Estimated Future Amortization Expense of Intangible Assets | Estimated future amortization expense of intangible assets as of January 31, 2023 is as follows (in thousands): 2023 (excluding the three months ended January 31, 2023) $ 532 2024 711 2025 711 2026 711 2027 427 Thereafter 676 $ 3,768 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): January 31, 2023 October 31, 2022 Compensation $ 3,609 $ 3,572 Property taxes 361 664 Operating expenses 3,512 2,341 Leases 2,072 2,026 Other 1,779 2,457 $ 11,333 $ 11,060 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt is comprised of the following (in thousands): January 31, 2023 October 31, 2022 AgWest Farm Credit revolving and non-revolving lines of credit: the interest rate of the revolving line of credit is variable based on the one-month Secured Overnight Financing Rate ("SOFR"), which was 4.33% at January 31, 2023, plus 1.85%. The interest rate for the $40.0 million outstanding balance of the non-revolving line of credit is fixed at 3.57% through July 1, 2025 and variable thereafter. Interest is payable monthly and the principal is due in full on July 1, 2026. $ 40,000 $ 88,521 AgWest Farm Credit term loan: The interest rate was fixed at 3.24%. The loan was repaid in January 2023. — 919 AgWest Farm Credit term loan: The interest rate was fixed at 3.24%. The loan was repaid in January 2023. — 7,562 AgWest Farm Credit term loan: The interest rate was fixed at 2.77% until July 1, 2025, becoming variable for the remainder of the loan. The loan was repaid in January 2023. — 5,555 AgWest Farm Credit term loan: The interest rate was fixed at 3.19%. The loan was repaid in January 2023. — 2,003 Banco de Chile term loan: The interest rate is fixed at 6.48%. The loan is payable in annual installments through January 2025. 656 675 Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48%. The loans are payable in monthly installments through September 2024. 237 233 Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48% and 4.26%. The loans are payable in monthly installments through September 2026. 474 434 Subtotal 41,367 105,902 Less deferred financing costs, net of accumulated amortization — 94 Total long-term debt, net 41,367 105,808 Less current portion 448 1,732 Long-term debt, less current portion $ 40,919 $ 104,076 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): January 31, 2023 October 31, 2022 Minimum pension liability $ — $ 2,272 Loan guarantee 1,080 1,080 Leases 4,703 5,062 Other 1,318 1,393 $ 7,101 $ 9,807 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Leases [Abstract] | |
Composition of Rental Operations Revenue | The Company’s rental operations revenue consists of the following (in thousands): Three Months Ended 2023 2022 Operating lease revenue $ 1,291 $ 1,118 Variable lease revenue 82 73 Total lease revenue $ 1,373 $ 1,191 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases consists of the following (in thousands): Classification January 31, 2023 October 31, 2022 Assets Operating lease ROU assets Other assets $ 5,926 $ 6,190 Finance lease assets Other assets 1,058 1,091 $ 6,984 $ 7,281 Liabilities and Stockholders' Equity Current operating lease liabilities Accrued liabilities and payables to related parties $ 1,939 $ 1,892 Current finance lease liabilities Accrued liabilities 268 268 Non-current operating lease liabilities Other long-term liabilities 4,047 4,347 Non-current finance lease liabilities Other long-term liabilities 656 715 $ 6,910 $ 7,222 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases consists of the following (in thousands): Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 478 $ 189 Operating cash outflows from finance leases $ 8 $ 12 Financing cash outflows from finance leases $ 59 $ 69 ROU assets obtained in exchange for new operating lease liabilities $ 99 $ 288 Leased assets obtained in exchange for new finance lease liabilities $ — $ 1,020 |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) per Share (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) per Share | The computations for basic and diluted net income (loss) per common share are as follows (in thousands, except per share amounts): Three Months Ended 2023 2022 Basic net income (loss) per common share: Net income (loss) applicable to common stock $ 15,506 $ (6,643) Effect of unvested, restricted stock (161) (13) Numerator: Net income (loss) for basic EPS 15,345 (6,656) Denominator: Weighted average common shares-basic 17,573 17,448 Basic net income (loss) per common share $ 0.87 $ (0.38) Diluted net income (loss) per common share: Net income (loss) for basic EPS $ 15,345 $ (6,656) Effect of dilutive preferred stock 125 — Numerator: Net income (loss) for diluted EPS 15,470 (6,656) Weighted average common shares–basic 17,573 17,448 Effect of dilutive preferred stock 805 — Denominator: Weighted average common shares–diluted 18,378 17,448 Diluted net income (loss) per common share $ 0.84 $ (0.38) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Related Party Transactions [Abstract] | |
Summary of Transactions with Related Parties | The Company has transactions with equity method investments and various related parties summarized in Note 6 - Equity in Investments and in the tables below (in thousands): January 31, 2023 October 31, 2022 Balance Sheet Balance Sheet Ref Related Party Receivable/Other from Related Parties Other Assets Payables to Related Parties Other Long-Term Liabilities Receivable/Other from Related Parties Other Assets Payables to Related Parties Other Long-Term Liabilities 2 Mutual water companies $ — $ 11 $ 207 $ — $ — $ 506 $ 133 $ — 5 Cadiz / Fenner / WAM $ — $ 1,268 $ 722 $ 1,178 $ — $ 1,288 $ 446 $ 1,198 8 FGF $ 2,896 $ 2,858 $ 837 $ — $ 2,965 $ 2,652 $ 837 $ — 9 LLCB $ 66 $ — $ 3,444 $ — $ 66 $ — $ 3,444 $ — Three Months Ended January 31, 2023 Three Months Ended January 31, 2022 Consolidated Statement of Operations Consolidated Statement of Operations Ref Related Party Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid 1 Employees $ — $ 223 $ — $ — $ — $ 211 $ — $ — 2 Mutual water companies $ — $ — $ 372 $ — $ — $ — $ 139 $ — 3 Cooperative association $ — $ — $ 393 $ — $ — $ — $ 365 $ — 4 Calavo $ — $ — $ — $ — $ — $ 80 $ 2 $ 126 5 Cadiz / Fenner / WAM $ — $ — $ 1,138 $ — $ — $ — $ 717 $ — 7 YMIDD $ 135 $ — $ — $ — $ — $ — $ 14 $ — 8 FGF $ 83 $ 74 $ 10 $ — $ 229 $ — $ 59 $ — 12 Principal owner $ — $ — $ — $ 209 $ — $ — $ — $ — (1) Employees - The Company rents certain of its residential housing assets to employees on a month-to-month basis and recorded rental income from employees. There were no material rental payments due from employees at January 31, 2023 or October 31, 2022. (2) Mutual water companies - The Company has representation on the boards of directors of the mutual water companies in which the Company has investments, as well as other water districts. Refer to Note 8 - Other Assets. The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies and districts. (3) Cooperative association - The Company has representation on the board of directors of a non-profit cooperative association that provides pest control services for the agricultural industry. The Company purchased services and supplies from and had payments due to the cooperative association. (4) Calavo - Through January 2022, the Company had representation on the board of directors of Calavo. Calavo owned common stock of the Company and the Company paid dividends on such common stock to Calavo. Additionally, the Company leases office space to Calavo. As of February 2022, Calavo is no longer a related party. (5) Cadiz / Fenner / WAM - A member of the Company’s board of directors serves as the CEO, President and a member of the board of directors of Cadiz, Inc. In 2013, the Company entered a long-term lease agreement (the “Lease”) with Cadiz Real Estate, LLC (“Cadiz”), a wholly owned subsidiary of Cadiz, Inc., and currently leases 670 acres located in eastern San Bernardino County, California. The annual base rent is equal to the sum of $200 per planted acre and 20% of gross revenues from the sale of harvested lemons (less operating expenses), not to exceed $1,200 per acre per year. In 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”). An affiliate of WAM is the holder of 9,300 shares of the Company's Series B-2 convertible preferred stock. Upon the adoption of ASC 842, the Company recorded a right-of-use, or ROU, asset and corresponding lease liability. (7) Yuma Mesa Irrigation and Drainage District (“YMIDD”) - The Company has representation on the board of directors of YMIDD. The Company purchased water from YMIDD and had immaterial amounts payable to them for such purchases. Additionally, the Company received fallowing revenue from YMIDD. 14. Related Party Transactions (continued) (8) FGF - The Company advances funds to FGF for fruit purchases, which are recorded as an asset until the sales occur and the remaining proceeds become due to FGF. The Company has a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services. The Company records revenue related to the licensing of intangible assets to FGF. The Company leases the Santa Clara ranch to FGF and records rental revenue related to the leased land. (9) LLCB - Refer to Note 5 - Real Estate Development. (12) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner. |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic pension cost for the Plan for the three months ended January 31, 2023 and 2022 were as follows (in thousands): Three Months Ended 2023 2022 Administrative expenses $ 20 $ 180 Interest cost 34 130 Expected return on plan assets (17) (127) Prior service cost 4 11 Recognized actuarial loss — 99 Settlement loss recognized 2,700 — Net periodic benefit cost $ 2,741 $ 293 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information by Segment | Segment information for the three months ended January 31, 2023 (in thousands): Fresh Lemon Eliminations Other Total Corporate Total Revenues from external customers $ 28,481 $ 5,648 $ — $ — $ 2,399 $ 36,528 $ 1,373 $ 37,901 Intersegment revenue — 7,363 (7,363) — — — — — Total net revenues 28,481 13,011 (7,363) — 2,399 36,528 1,373 37,901 Costs and expenses (gain) 33,300 11,353 (7,363) — 1,816 39,106 (29,536) 9,570 Depreciation and amortization — — — — — 2,135 312 2,447 Operating income (loss) $ (4,819) $ 1,658 $ — $ — $ 583 $ (4,713) $ 30,597 $ 25,884 Segment information for the three months ended January 31, 2022 (in thousands): Fresh Lemon Eliminations Other Total Corporate Total Revenues from external customers $ 29,600 $ 5,968 $ — $ 766 $ 1,749 $ 38,083 $ 1,191 $ 39,274 Intersegment revenue — 6,589 (6,589) — — — — — Total net revenues 29,600 12,557 (6,589) 766 1,749 38,083 1,191 39,274 Costs and expenses 32,161 10,556 (6,589) 321 2,610 39,059 7,293 46,352 Depreciation and amortization — — — — — 2,185 295 2,480 Operating (loss) income $ (2,561) $ 2,001 $ — $ 445 $ (861) $ (3,161) $ (6,397) $ (9,558) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of the Changes in Other Comprehensive (Loss) Income by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other comprehensive income (loss), Pre-tax Amount | $ 4,568 | $ 154 |
Other comprehensive income (loss), Tax Benefit (Expense) | (621) | (27) |
Total other comprehensive income, net of tax | 3,947 | 127 |
Defined Benefit Pension Plan | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total other comprehensive income, net of tax | 1,724 | 72 |
Other comprehensive (loss) income before reclassifications, Pre-tax Amount | (355) | 99 |
Other comprehensive (loss) income before reclassifications, Tax Benefit (Expense) | 135 | (27) |
Net Amount | (220) | 72 |
Amounts reclassified to earnings included in "Other (expense) income, net", Pre-Tax Amount | 2,700 | 0 |
Amounts reclassified to earnings included in "Other (expense) income, net", Tax Benefit (Expense) | (756) | 0 |
Amounts reclassified to earnings included in "Other (expense) income, net", Net Amount | 1,944 | 0 |
Foreign Currency Translation (Loss) Gain | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other comprehensive income (loss), Pre-tax Amount | 2,223 | 55 |
Other comprehensive income (loss), Tax Benefit (Expense) | 0 | 0 |
Total other comprehensive income, net of tax | $ 2,223 | $ 55 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accumulated Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | $ 181,054 | $ 188,435 |
Other comprehensive income | 3,947 | 127 |
Ending balance | 200,059 | 180,602 |
Foreign Currency Translation (Loss) Gain | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (6,184) | (3,754) |
Other comprehensive income | 2,223 | 55 |
Ending balance | (3,961) | (3,699) |
Defined Benefit Pension Plan | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (1,724) | (1,979) |
Other comprehensive income | 1,724 | 72 |
Ending balance | 0 | (1,907) |
Accumulated Other Comprehensive Loss (Income) | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (7,908) | (5,733) |
Ending balance | $ (3,961) | $ (5,606) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Revenues | $ 36,528 | $ 38,083 |
Operating lease, lease income | 1,373 | $ 1,191 |
Aggregate foreign exchange transaction losses | $ 58 | |
Revenue, Product and Service Benchmark | Supplier Concentration Risk | Lemon | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Concentration risk percentage | 66% | 57% |
Revenue, Product and Service Benchmark | Supplier Concentration Risk | Lemon | One Third-Party Grower | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Concentration risk percentage | 17% | 20% |
First Customer | Revenue Benchmark | Customer Concentration Risk | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Concentration risk percentage | 13% | 15% |
First Customer | Accounts Receivable Benchmark | Customer Concentration Risk | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Concentration risk percentage | 11% | |
First Customer | Accounts Payable Benchmark | Supplier Concentration Risk | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Concentration risk percentage | 13% | |
Second Customer | Revenue Benchmark | Customer Concentration Risk | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Concentration risk percentage | 12% | |
San Pablo and PDA | Chile | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Revenues | $ 252 | $ 208 |
Trapani Fresh | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Operating lease, lease income | $ 74 | |
Trapani Fresh | Argentina | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Revenues | $ 147 |
Asset Sale - Proceeds and Net B
Asset Sale - Proceeds and Net Book Value of Assets Sold (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2023 | Jan. 31, 2022 | |
Less: net book value of assets sold | |||
Gain on disposal of assets | $ 39,742 | $ 85 | |
Disposed of by Sale | Northern Properties | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net cash proceeds received | $ 85,891 | ||
Debt directly repaid through the transaction | 12,917 | ||
Total net proceeds received | 98,808 | ||
Less: net book value of assets sold | |||
Cultural costs | 4,405 | 4,405 | |
Property, plant and equipment, net | 53,144 | 53,144 | |
Intangible assets, net | 12 | 12 | |
Other assets | 1,320 | 1,320 | |
Other assets | (68) | (68) | |
Net book value of assets sold | 58,813 | $ 58,813 | |
Gain on disposal of assets | $ 39,995 |
Asset Sale - Narrative (Details
Asset Sale - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Jan. 31, 2023 USD ($) a | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Pre-tax loss | $ (22,361) | $ 9,256 | |
Farm Credit West Revolving and Non-Revolving Lines of Credit | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Maximum borrowing capacity | $ 130,000 | 130,000 | |
Non-Revolving Credit Facility | Farm Credit West Revolving and Non-Revolving Lines of Credit | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Maximum borrowing capacity | $ 40,000 | 40,000 | |
Disposed of by Sale | Northern Properties | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of acres sold | a | 3,537 | ||
Sales price | $ 100,405 | 100,405 | |
Pre-tax loss | $ 1,667 | $ 2,720 | |
Minimum year term | 5 years |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid supplies and insurance | $ 3,315 | $ 2,958 |
Real estate development held for sale | 0 | 2,670 |
Sales tax receivable | 752 | 475 |
Lemon supplier advances | 1,019 | 1,188 |
Other | 348 | 1,205 |
Prepaid expenses and other current assets | $ 5,434 | $ 8,496 |
Real Estate Development - Narra
Real Estate Development - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||
Feb. 01, 2023 | Oct. 31, 2022 USD ($) | Jan. 31, 2023 USD ($) residential_unit | Jan. 31, 2022 USD ($) | Feb. 22, 2023 USD ($) | Jan. 31, 2020 USD ($) | Feb. 28, 2018 USD ($) | Jan. 31, 2018 USD ($) | Nov. 10, 2015 USD ($) | Oct. 31, 2005 a property | |
Real Estate Properties [Line Items] | ||||||||||
Real estate development assets | $ 9,706 | $ 9,849 | ||||||||
Loan balance | 105,808 | 41,367 | ||||||||
Payments to Acquire Equity Method Investments | $ 275 | $ 0 | ||||||||
LLCB | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of residential units sold | residential_unit | 586 | |||||||||
Unsecured Line of Credit Loan Agreement and Promissory Note | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Estimated value of the guarantee obligation | $ 1,080 | |||||||||
Unsecured Line of Credit Loan Agreement and Promissory Note | LLCB | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Face amount of loan | $ 45,000 | |||||||||
Loan balance | $ 9,800 | |||||||||
Unsecured Line of Credit Loan Agreement and Promissory Note | LLCB | Subsequent Event | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Maximum borrowing capacity | $ 35,000 | |||||||||
Unsecured Line of Credit Loan Agreement and Promissory Note | LLCB | Bloomberg Short-Term Bank Yield Index rate (BSBY) | Subsequent Event | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Basis spread on variable rate | 2.85% | |||||||||
LLCB | Affiliated Entity | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Payables to related parties | 3,444 | 3,444 | ||||||||
East Areas I and II | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of real estate properties | property | 2 | |||||||||
Number of acres of land for real estate development | a | 550 | |||||||||
East Area I | LLCB II, LLC | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Deferred on sales of investment real estate | $ 465 | |||||||||
East Area I | Lewis Group of Companies | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Equity method investment, aggregate cost | $ 20,000 | |||||||||
East Area I | Lewis Group of Companies | Limoneira Lewis Community Builders | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Ownership percentage | 50% | 50% | ||||||||
East Area I | Lewis Group of Companies | LLCB II, LLC | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Proceeds from sale of equity method investments | $ 7,975 | |||||||||
Limoneira Lewis Community Builders, LLC Agreement | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Payments to Acquire Equity Method Investments | 275 | |||||||||
Sevilla | Disposal Group, Not Discontinued Operations | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Consideration for sale of property | $ 2,700 | |||||||||
Net cash proceeds received | $ 2,577 |
Equity in Investments (Details)
Equity in Investments (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | $ 73,383 | $ 72,855 |
Limoneira Lewis Community Builders, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | 61,250 | 61,154 |
LLCB II, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | 8,297 | 8,023 |
Limco Del Mar, Ltd. | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | 2,176 | 2,024 |
Rosales | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | 1,155 | 1,147 |
Romney Property Partnership | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | $ 505 | $ 507 |
Equity in Investments - Narrati
Equity in Investments - Narrative (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Rosales | Rosales | ||
Schedule of Equity Method Investments [Line Items] | ||
Amounts due from (to) related parties | $ 430 | $ 270 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Change in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Jan. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 1,506 |
Foreign currency translation adjustment | 23 |
Ending balance | $ 1,529 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment loss | $ 0 | |
Amortization expense | $ 197,000 | $ 181,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (2,814) | $ (2,617) |
Net Carrying Amount | 3,768 | |
Gross Carrying Amount | 10,238 | 9,934 |
Net Carrying Amount | 7,424 | 7,317 |
Acquired water and mineral rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 3,656 | 3,352 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,108 | 2,108 |
Accumulated Amortization | (951) | (881) |
Net Carrying Amount | $ 1,157 | $ 1,227 |
Weighted Average Useful Life in Years | 8 years | 8 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,037 | $ 4,037 |
Accumulated Amortization | (1,772) | (1,660) |
Net Carrying Amount | $ 2,265 | $ 2,377 |
Weighted Average Useful Life in Years | 9 years | 9 years |
Non-competition agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 437 | $ 437 |
Accumulated Amortization | (91) | (76) |
Net Carrying Amount | $ 346 | $ 361 |
Weighted Average Useful Life in Years | 8 years | 8 years |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands | Jan. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (excluding the three months ended January 31, 2023) | $ 532 |
2024 | 711 |
2025 | 711 |
2026 | 711 |
2027 | 427 |
Thereafter | 676 |
Net Carrying Amount | $ 3,768 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Investments in mutual water companies | $ 5,191 | $ 6,500 |
Disposed of by Sale | Northern Properties | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Investments in mutual water companies | $ 1,320 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Compensation | $ 3,609 | $ 3,572 |
Property taxes | 361 | 664 |
Operating expenses | 3,512 | 2,341 |
Leases | 2,072 | 2,026 |
Other | 1,779 | 2,457 |
Accrued liabilities | $ 11,333 | $ 11,060 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jul. 01, 2021 | Jan. 31, 2023 | Oct. 31, 2022 | Jul. 02, 2022 | |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 41,367 | $ 105,902 | ||
Less deferred financing costs, net of accumulated amortization | 0 | 94 | ||
Total long-term debt, net | 41,367 | 105,808 | ||
Less current portion | 448 | 1,732 | ||
Long-term debt, less current portion | 40,919 | 104,076 | ||
Farm Credit West Revolving and Non-Revolving Lines of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 40,000 | 88,521 | ||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Credit Facility | SOFR | ||||
Debt Instrument [Line Items] | ||||
Base rate | 4.33% | |||
Basis spread on variable rate | 1.85% | |||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Credit Facility | SOFR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Credit Facility | SOFR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.35% | |||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Non-Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 40,000 | |||
Fixed interest rate | 3.57% | |||
Farm Credit West Term Loan due October 2035 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | 919 | ||
Fixed interest rate | 3.24% | |||
Farm Credit West Term Loan due March 2036 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | 7,562 | ||
Fixed interest rate | 3.24% | |||
Farm Credit West Term Loan due March 2036 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | 5,555 | ||
Fixed interest rate | 2.77% | |||
Farm Credit West Term Loan due Sept 2026 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | 2,003 | ||
Fixed interest rate | 3.19% | |||
Banco de Chile Term Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 656 | 675 | ||
Fixed interest rate | 6.48% | |||
Banco De Chile COVID-19 Loans | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 237 | 233 | ||
Fixed interest rate | 3.48% | |||
Banco De Chile COVID-19 Loan Two | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 474 | $ 434 | ||
Fixed interest rate | 4.26% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||||||||
Jul. 01, 2021 | Mar. 09, 2023 USD ($) | Feb. 28, 2022 USD ($) | Mar. 31, 2020 | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | Oct. 31, 2023 | Feb. 28, 2023 | Oct. 31, 2022 USD ($) | Jul. 02, 2022 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 41,367,000 | $ 105,902,000 | |||||||||
Interest costs capitalized | 347,000 | $ 0 | |||||||||
Less deferred financing costs, net of accumulated amortization | 0 | 94,000 | |||||||||
AgWest Farm Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Annual patronage dividend rate | 1.25% | ||||||||||
Dividends received | $ 1,582,000 | ||||||||||
AgWest Farm Credit | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Annual patronage dividend rate | 1.25% | ||||||||||
Dividends received | $ 1,413,000 | ||||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 130,000,000 | ||||||||||
Long-term debt, gross | 40,000,000 | $ 88,521,000 | |||||||||
Available to borrow | 90,000,000 | ||||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Minimum debt service coverage ratio | 1.25 | ||||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Equity Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 15,000,000 | ||||||||||
Long-term debt, gross | 40,000,000 | ||||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 75,000,000 | ||||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Credit Facility | SOFR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.85% | ||||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Credit Facility | Minimum | SOFR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.75% | ||||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Credit Facility | Maximum | SOFR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.35% | ||||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Non-Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 40,000,000 | ||||||||||
Long-term debt, gross | $ 40,000,000 | ||||||||||
Interest rate | 3.57% | ||||||||||
Prepayment fee percent | 0.50% | ||||||||||
Farm Credit West Loan Agreement Secured by Windfall Investors, LLC Property | Revolving Equity Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Draw period | 3 years | ||||||||||
Payment period | 20 years | ||||||||||
Farm Credit West Term Loan due April 2023 and February 2043 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 6.75% |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Minimum pension liability | $ 0 | $ 2,272 |
Loan guarantee | 1,080 | 1,080 |
Leases | 4,703 | 5,062 |
Other | 1,318 | 1,393 |
Other long-term liabilities | $ 7,101 | $ 9,807 |
Leases - Lessor Arrangements, N
Leases - Lessor Arrangements, Narrative (Details) | Jan. 31, 2023 |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Remaining terms of operating leases | 1 month |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Remaining terms of operating leases | 20 years |
Leases - Composition of Rental
Leases - Composition of Rental Operations Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Leases [Abstract] | ||
Operating lease revenue | $ 1,291 | $ 1,118 |
Variable lease revenue | 82 | 73 |
Total lease revenue | $ 1,373 | $ 1,191 |
Leases - Lessee Arrangements, N
Leases - Lessee Arrangements, Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 491 | $ 123 |
Variable lease | 145 | |
Short-term lease | $ 162 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining terms of operating leases | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining terms of operating leases | 15 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Oct. 31, 2022 |
Assets | ||
Operating lease ROU assets | $ 5,926 | $ 6,190 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Finance lease assets | $ 1,058 | $ 1,091 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Operating and finance lease assets | $ 6,984 | $ 7,281 |
Liabilities and Stockholders' Equity | ||
Current operating lease liabilities | $ 1,939 | $ 1,892 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current, Payables to related parties | Accrued Liabilities, Current, Payables to related parties |
Current finance lease liabilities | $ 268 | $ 268 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Non-current operating lease liabilities | $ 4,047 | $ 4,347 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Non-current finance lease liabilities | $ 656 | $ 715 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Operating and finance lease liabilities | $ 6,910 | $ 7,222 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 478 | $ 189 |
Operating cash outflows from finance leases | 8 | 12 |
Financing cash outflows from finance leases | 59 | 69 |
ROU assets obtained in exchange for new operating lease liabilities | 99 | 288 |
Leased assets obtained in exchange for new finance lease liabilities | $ 0 | $ 1,020 |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) per Share - Schedule of Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Basic net income (loss) per common share: | ||
Net income (loss) applicable to common stock | $ 15,506 | $ (6,643) |
Effect of unvested, restricted stock | (161) | (13) |
Numerator: Net income (loss) for basic EPS | $ 15,345 | $ (6,656) |
Denominator: Weighted average common shares–basic (in shares) | 17,573,000 | 17,448,000 |
Basic net income (loss) per common share (in dollars per share) | $ 0.87 | $ (0.38) |
Diluted net income (loss) per common share: | ||
Net income (loss) for basic EPS | $ 15,345 | $ (6,656) |
Effect of dilutive preferred stock | 125 | 0 |
Numerator: Net income (loss) for diluted EPS | $ 15,470 | $ (6,656) |
Denominator: Weighted average common shares–basic (in shares) | 17,573,000 | 17,448,000 |
Effect of dilutive unvested, restricted stock and preferred stock (in shares) | 805,000 | 0 |
Denominator: Weighted average common shares–diluted (in shares) | 18,378,000 | 17,448,000 |
Diluted net income (loss) per common share (in dollars per share) | $ 0.84 | $ (0.38) |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 USD ($) shares | Jan. 31, 2022 USD ($) | Oct. 31, 2013 USD ($) a | Oct. 31, 2022 USD ($) | |
Affiliate of WAM | Limoneira Company Series B-2 Convertible Preferred Stock | ||||
Consolidated Statement of Operations | ||||
Shares of Series B-2 convertible preferred stock held (in shares) | shares | 9,300 | |||
Employees | Affiliated Entity | ||||
Consolidated Statement of Operations | ||||
Net Revenue Rental Operations | $ 223,000 | $ 211,000 | ||
Dividends Paid | 0 | 0 | ||
Employees | Affiliated Entity | Agribusiness | ||||
Consolidated Statement of Operations | ||||
Net Revenue Agribusiness | 0 | 0 | ||
Agribusiness Expense and Other | 0 | 0 | ||
Mutual water companies | Affiliated Entity | ||||
Balance Sheet | ||||
Receivable/Other from Related Parties | 0 | $ 0 | ||
Other Assets | 11,000 | 506,000 | ||
Payables to related parties | 207,000 | 133,000 | ||
Other Long-Term Liabilities | 0 | 0 | ||
Consolidated Statement of Operations | ||||
Net Revenue Rental Operations | 0 | 0 | ||
Dividends Paid | 0 | 0 | ||
Mutual water companies | Affiliated Entity | Agribusiness | ||||
Consolidated Statement of Operations | ||||
Net Revenue Agribusiness | 0 | 0 | ||
Agribusiness Expense and Other | 372,000 | 139,000 | ||
Cooperative association | Affiliated Entity | ||||
Consolidated Statement of Operations | ||||
Net Revenue Rental Operations | 0 | 0 | ||
Dividends Paid | 0 | 0 | ||
Cooperative association | Affiliated Entity | Agribusiness | ||||
Consolidated Statement of Operations | ||||
Net Revenue Agribusiness | 0 | 0 | ||
Agribusiness Expense and Other | 393,000 | 365,000 | ||
Calavo | Beneficial Owner | ||||
Consolidated Statement of Operations | ||||
Net Revenue Rental Operations | 0 | 80,000 | ||
Dividends Paid | 0 | 126,000 | ||
Calavo | Beneficial Owner | Agribusiness | ||||
Consolidated Statement of Operations | ||||
Net Revenue Agribusiness | 0 | 0 | ||
Agribusiness Expense and Other | 0 | 2,000 | ||
Cadiz / Fenner / WAM | Affiliated Entity | ||||
Balance Sheet | ||||
Receivable/Other from Related Parties | 0 | 0 | ||
Other Assets | 1,268,000 | 1,288,000 | ||
Payables to related parties | 722,000 | 446,000 | ||
Other Long-Term Liabilities | 1,178,000 | 1,198,000 | ||
Consolidated Statement of Operations | ||||
Net Revenue Rental Operations | 0 | 0 | ||
Dividends Paid | 0 | 0 | ||
Area of land (in acres) | a | 670 | |||
Annual base rental per planted acre | $ 200 | |||
Percent of gross revenues paid as annual base rental | 20% | |||
Maximum annual base rental per planted acre | $ 1,200 | |||
Cadiz / Fenner / WAM | Affiliated Entity | Agribusiness | ||||
Consolidated Statement of Operations | ||||
Net Revenue Agribusiness | 0 | 0 | ||
Agribusiness Expense and Other | 1,138,000 | 717,000 | ||
YMIDD | Affiliated Entity | ||||
Consolidated Statement of Operations | ||||
Net Revenue Rental Operations | 0 | 0 | ||
Dividends Paid | 0 | 0 | ||
YMIDD | Affiliated Entity | Agribusiness | ||||
Consolidated Statement of Operations | ||||
Net Revenue Agribusiness | 135,000 | 0 | ||
Agribusiness Expense and Other | 0 | 14,000 | ||
FGF | Co-venturer | ||||
Balance Sheet | ||||
Receivable/Other from Related Parties | 2,896,000 | 2,965,000 | ||
Other Assets | 2,858,000 | 2,652,000 | ||
Payables to related parties | 837,000 | 837,000 | ||
Other Long-Term Liabilities | 0 | 0 | ||
Consolidated Statement of Operations | ||||
Net Revenue Rental Operations | 74,000 | 0 | ||
Dividends Paid | 0 | 0 | ||
FGF | Co-venturer | Agribusiness | ||||
Consolidated Statement of Operations | ||||
Net Revenue Agribusiness | 83,000 | 229,000 | ||
Agribusiness Expense and Other | 10,000 | 59,000 | ||
LLCB | Affiliated Entity | ||||
Balance Sheet | ||||
Receivable/Other from Related Parties | 66,000 | 66,000 | ||
Other Assets | 0 | 0 | ||
Payables to related parties | 3,444,000 | 3,444,000 | ||
Other Long-Term Liabilities | 0 | $ 0 | ||
Principal owner | Co-venturer | ||||
Consolidated Statement of Operations | ||||
Net Revenue Rental Operations | 0 | 0 | ||
Dividends Paid | 209,000 | 0 | ||
Principal owner | Co-venturer | Agribusiness | ||||
Consolidated Statement of Operations | ||||
Net Revenue Agribusiness | 0 | 0 | ||
Agribusiness Expense and Other | $ 0 | $ 0 |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Average earnings period | 5 years | |
Funding contributions | $ 2,550,000 | $ 0 |
Retirement Plans - Net Benefit
Retirement Plans - Net Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Administrative expenses | $ 20 | $ 180 |
Interest cost | 34 | 130 |
Expected return on plan assets | (17) | (127) |
Prior service cost | 4 | 11 |
Recognized actuarial loss | 0 | 99 |
Settlement loss recognized | 2,700 | 0 |
Net periodic benefit cost | $ 2,741 | $ 293 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Class of Stock [Line Items] | ||||
Stock compensation expense | $ 1,064,000 | $ 997,000 | ||
Retention Bonus Agreements | ||||
Class of Stock [Line Items] | ||||
Stock compensation expense | $ 122,000 | |||
Management | ||||
Class of Stock [Line Items] | ||||
Shares exchanged (in shares) | 0 | 55,362 | ||
Fair value of common stock for the payment of payroll taxes associated with the vesting of shares under stock-based compensation programs | $ 0 | $ 900,000 | ||
Performance Shares | ||||
Class of Stock [Line Items] | ||||
Vesting period | 2 years | 2 years | ||
Unrecognized stock-based compensation expense | $ 1,055,000 | |||
Stock compensation expense | $ 365,000 | |||
Performance Shares | Stock Plan | ||||
Class of Stock [Line Items] | ||||
Shares granted (in shares) | 79,972 | |||
Common stock per share (in dollars per share) | $ 13.19 | |||
Restricted Shares | Retention Bonus Agreements | ||||
Class of Stock [Line Items] | ||||
Shares granted (in shares) | 11,317 | |||
Common stock per share (in dollars per share) | $ 13.19 | |||
Unrecognized stock-based compensation expense | $ 149,000 | |||
Restricted Shares | Key Executives | ||||
Class of Stock [Line Items] | ||||
Vesting period | 3 years | |||
Shares granted (in shares) | 55,000 | |||
Common stock per share (in dollars per share) | $ 13.19 | |||
Unrecognized stock-based compensation expense | $ 725,000 | |||
Restricted Shares | Non-Employee Directors | ||||
Class of Stock [Line Items] | ||||
Vesting period | 1 year |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 USD ($) segment | Jan. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 4 | |
Number of operating segments | segment | 4 | |
Total net revenues | $ 37,901 | $ 39,274 |
Other Agribusiness | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 2,399 | 1,749 |
Other Agribusiness | Oranges | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 1,152 | 873 |
Other Agribusiness | Specialty Citrus and Other Crops | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | $ 1,247 | $ 876 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total net revenues | $ (37,901) | $ (39,274) |
Costs and expenses (gain) | 9,570 | 46,352 |
Depreciation and amortization | 2,447 | 2,480 |
Operating (loss) income | 25,884 | (9,558) |
Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 7,363 | 6,589 |
Costs and expenses (gain) | (7,363) | (6,589) |
Depreciation and amortization | 0 | 0 |
Operating (loss) income | 0 | 0 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | (1,373) | (1,191) |
Costs and expenses (gain) | (29,536) | 7,293 |
Depreciation and amortization | 312 | 295 |
Operating (loss) income | 30,597 | (6,397) |
Total Agribusiness | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | (36,528) | (38,083) |
Costs and expenses (gain) | 39,106 | 39,059 |
Depreciation and amortization | 2,135 | 2,185 |
Operating (loss) income | (4,713) | (3,161) |
Total Agribusiness | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | (36,528) | (38,083) |
Fresh Lemons | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | (28,481) | (29,600) |
Costs and expenses (gain) | 33,300 | 32,161 |
Depreciation and amortization | 0 | 0 |
Operating (loss) income | (4,819) | (2,561) |
Fresh Lemons | Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 0 | 0 |
Fresh Lemons | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | (28,481) | (29,600) |
Lemon Packing | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | (5,648) | (5,968) |
Costs and expenses (gain) | 11,353 | 10,556 |
Depreciation and amortization | 0 | 0 |
Operating (loss) income | 1,658 | 2,001 |
Lemon Packing | Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 7,363 | 6,589 |
Lemon Packing | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | (13,011) | (12,557) |
Avocados | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 0 | (766) |
Costs and expenses (gain) | 0 | 321 |
Depreciation and amortization | 0 | 0 |
Operating (loss) income | 0 | 445 |
Avocados | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 0 | (766) |
Other Agribusiness | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | (2,399) | (1,749) |
Costs and expenses (gain) | 1,816 | 2,610 |
Depreciation and amortization | 0 | 0 |
Operating (loss) income | 583 | (861) |
Other Agribusiness | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | $ (2,399) | $ (1,749) |