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What changed in Limoneira CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Limoneira CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+281 added−276 removedSource: 10-K (2025-12-23) vs 10-K (2024-12-23)

Top changes in Limoneira CO's 2025 10-K

281 paragraphs added · 276 removed · 218 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

59 edited+26 added−16 removed33 unchanged
Biggest changeWe are one of the largest lemon growers in the United States with approximately 3,400 acres of lemons planted primarily in Ventura County, California and in Yuma County, Arizona. Ventura County is California’s top lemon producing county. There are many varieties of lemons, with the Lisbon, Eureka and Genoa varieties being the predominant varieties marketed on a worldwide basis.
Biggest changeVentura County is California’s top lemon producing county. There are many varieties of lemons, with the Lisbon, Eureka and Genoa varieties being the predominant varieties marketed on a worldwide basis. Approximately 96% of our lemon plantings are of the Lisbon, Eureka and Genoa varieties and approximately 4% are of other varieties such as sweet Meyer lemons and Proprietary Seedless lemons.
The following is a description of our agriculture properties: Ranch Name County / State or Country Total Acres Lemons Avocados Oranges Wine Grapes Other Limoneira/Olivelands Ventura, CA 1,700 400 900 — — 400 La Campana Ventura, CA 300 — 300 — — — Orchard Farm Ventura, CA 1,100 700 — — — 400 Rancho La Cuesta Ventura, CA 200 — — — — 200 Limco Del Mar Ventura, CA 200 100 100 — — — Windfall Farms San Luis Obispo, CA 700 — — — 400 300 Associated Citrus Packers Yuma, AZ 1,300 600 — — — 700 Pan de Azucar & San Pablo La Serena, Chile 3,500 500 — 100 — 2,900 Santa Clara Jujuy, Argentina 1,200 1,000 — — — 200 Other agribusiness land Various Counties, CA 300 100 100 — — 100 Total 10,500 3,400 1,400 100 400 5,200 The Limoneira/Olivelands Ranch is the original site of our Company.
The following is a description of our agriculture properties: Ranch Name County / State or Country Total Acres Lemons Avocados Oranges Wine Grapes Other Limoneira/Olivelands Ventura, CA 1,700 300 900 — — 500 La Campana Ventura, CA 300 — 300 — — — Orchard Farm Ventura, CA 1,100 600 — — — 500 Rancho La Cuesta Ventura, CA 200 — 100 — — 100 Limco Del Mar Ventura, CA 200 100 100 — — — Windfall Farms San Luis Obispo, CA 700 — — — 400 300 Associated Citrus Packers Yuma, AZ 1,300 600 — — — 700 Pan de Azucar & San Pablo La Serena, Chile 3,500 500 — 100 — 2,900 Santa Clara Jujuy, Argentina 1,200 1,000 — — — 200 Other agribusiness land Various Counties, CA 300 — 100 — — 200 Total 10,500 3,100 1,500 100 400 5,400 The Limoneira/Olivelands Ranch is the original site of our Company.
In addition, we may acquire agricultural property with existing productive orchards or without productive orchards, which would require new orchard plantings. The fruit varieties that we grow are typically non-producing for approximately the first four to five years after the year of planting. Orchards may continue producing fruit longer than their depreciable lives.
In addition, we may acquire agricultural property with existing productive orchards or without productive orchards, which would require new orchard plantings. The fruit varieties that we grow are typically non-producing for approximately the first four to five years after the year of planting. Orchards may continue producing fruit for longer than their depreciable lives.
Overview We are primarily an agribusiness company founded and based in Santa Paula, California, committed to responsibly using and managing our approximately 10,500 acres of land, water resources and other assets to maximize long-term stockholder value. Our current operations consist of fruit production, sales and marketing, rental operations, real estate and capital investment activities.
Overview We are primarily an agribusiness company founded and based in Santa Paula, California, committed to responsibly using and managing our approximately 10,500 acres of land, water resources and other assets to maximize long-term stockholder value. Our operations consist of fruit production, sales and marketing, rental operations, real estate and capital investment activities.
We intend to continue to strategically sell certain assets to reduce existing debt, increase farming efficiencies and expand packing capabilities. Increased volume of fruit sales is expected to be fueled by sourcing from third-party growers and suppliers, thus mitigating the volatility that commodity pricing has on growers. • Expand our Sources of Lemon Supply.
We intend to continue to strategically sell certain assets to reduce existing debt, increase farming efficiencies and expand packing capabilities. Increased volume of fruit sales is expected to be fueled by sourcing from third-party growers, thus mitigating the volatility that commodity pricing has on growers. • Expand our Sources of Lemon Supply.
We have excellent results from our safety programs compared to similar companies within our industry. We strive to be a great place for our employees to work and live. We offer competitive pay and best-in-class benefits, including a 401k plan with matching contribution opportunities, comprehensive paid healthcare plans, wellness programs and tuition reimbursement.
We have excellent results from our safety programs compared to similar companies within our industry. 16 We strive to be a great place for our employees to work and live. We offer competitive pay and best-in-class benefits, including a 401k plan with matching contribution opportunities, comprehensive paid healthcare plans, wellness programs and tuition reimbursement.
Finally, over time, we expect that our customers and the end consumers of our fruit will value the investments that we made in renewable energy as a part of our packing operations, which we believe may help us differentiate our products from similar commodities. • We made various other investments in water rights and mutual water companies.
Finally, over time, we expect that the end consumers of our fruit will value the investments that we made in renewable energy as a part of our packing operations, which we believe may help us differentiate our products from similar commodities. • We made various other investments in water rights and mutual water companies.
Our headquarters, lemon packing operations and storage facilities are located on this property. Other acres in the table above includes corporate and lemon packing facilities, land leased to other agricultural businesses, rental units, roads, creeks, hillsides and other open land. 8 Our orchards can maintain production for many years.
Our headquarters, lemon packing operations and storage facilities are located on this property. Other acres in the table above includes corporate and lemon packing facilities, land leased to other agricultural businesses, rental units, roads, creeks, hillsides and other open land. Our orchards can maintain production for many years.
East Area I is the location for our master planned community of commercial and residential properties, named Harvest at Limoneira , designed to satisfy expected demand in a region that we believe will have few other developments in this coming decade.
East Area I is the location of our master planned community of commercial and residential properties, named Harvest at Limoneira, designed to satisfy expected demand in a region that we believe will have few other developments in this coming decade.
We believe that an environment of diversity, inclusion and belonging fosters innovation, strengthens our global workforce, and drives our ability to serve customers. Our global presence is strengthened by having a workforce that reflects the diversity of the customers we serve and by maintaining an environment in which such diversity contributes to our mission.
We believe that an environment of inclusion and belonging fosters innovation, strengthens our global workforce, and drives our ability to serve customers. Our global presence is strengthened by having a workforce that reflects the variety of the customers we serve and by maintaining an environment in which such diversity contributes to our mission.
We own shares in the following mutual water companies: Farmers Irrigation Co., Canyon Irrigation Co., San Cayetano Mutual Water Co. and Middle Road Mutual Water Co. Additionally, we acquired water rights in the adjudicated Santa Paula Basin (aquifer), the YMIDD and in Chile.
We own shares in the following mutual water companies: Farmers Irrigation Co., Canyon Irrigation Co., San Cayetano Mutual Water Co., Middle Road Mutual Water Co. and Alta Mutual Water Co. Additionally, we acquired water rights in the adjudicated Santa Paula Basin (aquifer), the YMIDD and in Chile.
This unique employment benefit helps us maintain a dependable, long-term employee base. We partner with some local schools to provide transportation for residents.
We also partner with some local schools to provide transportation for residents. This unique employment benefit helps us maintain a dependable, long-term employee base.
We own and maintain 240 residential housing units located in Ventura County in California that we lease to employees, former employees and outside tenants. We also own several commercial office buildings. These properties generate reliable cash flows that we use to partially fund the operating costs of our business.
We own and maintain 238 residential housing units located in Ventura County in California that we lease to employees, former employees and outside tenants. We also own several commercial office buildings. These properties generate reliable cash flows that we use to partially fund the operating costs of our business.
Other Agribusiness. We have approximately 100 acres of oranges planted near La Serena, Chile, and 400 acres of wine grapes planted in San Luis Obispo County, California. We currently market our wine grapes utilizing processors that are not members of agricultural cooperatives. Our wine grapes are harvested and sold to various wine producers.
We have approximately 100 acres of oranges planted near La Serena, Chile, and 400 acres of wine grapes planted in San Luis Obispo County, California. We currently market our wine grapes utilizing processors that are not members of agricultural cooperatives. Our wine grapes are harvested and sold to various wine producers.
As of October 31, 2024, we lease approximately 300 acres of our land to third-party agricultural tenants who grow a variety of row crops. Our leased land business provides us with a profitable method to diversify the use of our land.
As of October 31, 2025, we lease approximately 300 acres of our land to third-party agricultural tenants who grow a variety of row crops. Our leased land business provides us with a profitable method to diversify the use of our land.
Our lemons and other citrus also compete with other fruits and vegetables for the share of consumer expenditures devoted to fresh fruit and vegetables: apples, pears, melons, pineapples and other tropical fruit. Avocado products compete in the supermarket with hummus products and other dips and salsas.
Our lemons compete with other fruits and vegetables for the share of consumer expenditures devoted to fresh fruit and vegetables: apples, pears, melons, pineapples and other tropical fruit. Avocado products compete in the supermarket with hummus products and other dips and salsas.
Business Strategy We are an agribusiness and real estate development company that generates revenue and annual cash flows to support investments in agricultural efficiencies and real estate development activities.
Business Strategy We are an agribusiness and real estate development company that generates revenues and annual cash flows to support investments in agricultural efficiencies and real estate development activities.
Approved project plans include approximately 2,050 residential units and site improvements. A total of 1,261 residential units have closed from the project’s inception to October 31, 2024. In October 2022, we entered into another joint venture with Lewis for the development of our 17-acre East Area I Retained Property (“Retained Property”), which is located within the East Area I property.
Approved project plans include approximately 1,750 residential units and site improvements. A total of 1,261 residential units have closed from the project’s inception to October 31, 2025. In October 2022, we entered into another joint venture with Lewis for the development of our 17-acre East Area I Retained Property (“Retained Property”), which is located within the East Area I property.
The following table presents the number of acres planted by fruit variety and approximate age of our orchards: Age of Orchards 0-5 Years 6-25 Years Over 25 Years Total Lemons 400 2,200 800 3,400 Avocados 600 300 500 1,400 Oranges — 100 — 100 Wine grapes 100 300 — 400 Total 1,100 2,900 1,300 5,300 Lemon Packing and Sales We are one of the oldest continuous lemon packing operations in North America.
The following table presents the number of acres planted by fruit variety and approximate age of our orchards: Age of Orchards 0-5 Years 6-25 Years Over 25 Years Total Lemons 100 2,500 500 3,100 Avocados 700 300 500 1,500 Oranges — 100 — 100 Wine grapes — 400 — 400 Total 800 3,300 1,000 5,100 10 Lemon Packing and Sales We are one of the oldest continuous lemon packing operations in North America.
In November 2015, we entered into a joint venture with the Lewis Group of Companies (“Lewis”) for the residential development of our East Area I real estate development project.
In November 2015, we entered into a joint venture with Lewis for the residential development of our East Area I real estate development project.
Agribusiness With respect to our agribusiness operations, key elements of our strategy are: • Expand our One World of Citrus asset-lighter business model in three main channels: ◦ Growing, packing, marketing and distributing fruit grown on our properties; ◦ Utilizing third-party grower fruit by packing, marketing and distributing their fruit through Limoneira channels; and ◦ Marketing and distributing brokered fruit.
Agribusiness With respect to our agribusiness operations, key elements of our strategy are: • Expand our One World of Citrus asset-lighter business model in two main channels: ◦ Growing and packing fruit grown on our properties; and ◦ Utilizing third-party grower fruit by packing their fruit and marketing and distributing through Sunkist channels.
In addition to growing lemons and avocados, we grow oranges and wine grapes. We have agricultural plantings throughout Ventura and San Luis Obispo Counties in California, Yuma County in Arizona, La Serena, Chile and Jujuy, Argentina, which collectively consist of approximately 3,400 acres of lemons, 1,400 acres of avocados, 100 acres of oranges and 400 acres of wine grapes.
We have agricultural plantings throughout Ventura and San Luis Obispo Counties in California, Yuma County in Arizona, La Serena, Chile and Jujuy, Argentina, which collectively consist of approximately 3,100 acres of lemons, 1,500 acres of avocados, 100 acres of oranges and 400 acres of wine grapes.
We own and maintain 240 residential housing units located in Ventura County, California. We lease these housing units to employees, former employees and outside tenants. Our residential units provide affordable housing to many of our employees, including our agribusiness employees. Employees live close to their work, which reduces traffic and commuting times.
We own and maintain 238 residential housing units located in Ventura County, California, that we lease to our employees, former employees and outside tenants. Our residential units provide affordable housing to many of our employees, including our agribusiness employees, and enable employees to live close to their work, which reduces traffic and commuting times.
Our agricultural properties in Yuma, Arizona, are also located in an area that is well-suited for growing citrus crops. • Historically, a higher percentage of our crops goes to the fresh market, which is commonly referred to as fresh utilization, than that of other growers and packers with which we compete. • We have contiguous and nearby land resources that permit us to efficiently use our agricultural land and resources. • We are not dependent on State or Federal water projects for our agribusiness or real estate development operations in California. • We own a majority of our agricultural land and take a long view on our fruit production practices. • A significant amount of our agribusiness property was acquired many years ago, which results in a low-cost basis and associated expenses. • In our fresh lemons and lemon packing segments, our integrated business model with respect to growing, packing, marketing and selling citrus allows us to better serve our customers. • Our lemon packing operations provide marketing opportunities with other citrus companies and their respective products. 11 • We made investments in ground-based solar projects that provide us with tangible and intangible non-revenue generating benefits.
Our agricultural properties in Yuma, Arizona, are also located in an area that is well-suited for growing citrus crops. • Historically, a higher percentage of our crops goes to the fresh market, which is commonly referred to as fresh utilization, than that of other growers and packers with which we compete. • We have contiguous and nearby land resources that permit us to efficiently use our agricultural land and resources. • We are not dependent on State or Federal water projects for our agribusiness or real estate development operations in California. • We own a majority of our agricultural land and take a long view on our fruit production practices. • A significant amount of our agribusiness property was acquired many years ago, which results in a low-cost basis and associated expenses. • Our lemon packing operations will provide marketing opportunities for Sunkist with their other respective citrus products. 13 • We made investments in ground-based solar projects that provide us with tangible and intangible non-revenue generating benefits.
Real Estate Development Operations With respect to our real estate development operations, we believe our competitive advantages are as follows: • We have entitlements to build approximately 2,050 residential units in our East Area I development. • We partnered with an experienced and financially strong land developer for our East Area I residential master plan development. • Several of our agricultural and real estate investment properties are unique and carry longer-term development potential. • Our East Area II property has approximately 30 acres of land commercially zoned, which is adjacent to our East Area I property.
Real Estate Development Operations With respect to our real estate development operations, we believe our competitive advantages are as follows: • We have entitlements to build approximately 2,050 residential units in our East Area I development. • We partnered with an experienced and financially strong land developer for our East Area I residential master plan development. • Several of our agricultural and real estate investment properties are unique and carry longer-term development potential. • Our East Area II property has approximately 30 acres of land commercially zoned, which is adjacent to our East Area I property. • We own 55% interest in other Ventura County farmland and are exploring entitlement efforts.
The following is a brief list of what we believe are our significant competitive strengths with respect to our agribusiness operations: • Our agricultural properties in Ventura County are located near the Pacific Ocean, which provides an ideal environment for growing lemons and avocados.
Consequently, we have developed significant experience with a variety of crops, mainly lemons and avocados. The following is a brief list of what we believe are our significant competitive strengths with respect to our agribusiness operations: • Our agricultural properties in Ventura County are located near the Pacific Ocean, which provides an ideal environment for growing lemons and avocados.
The storage life of fresh avocados generally ranges from one to four weeks, depending upon the maturity of the fruit, the growing methods used and the handling conditions in the distribution chain. Primarily related to differing soil conditions, the care of avocado trees is intensive.
Approximately 95% of our avocado plantings are of the Hass variety. The storage life of fresh avocados generally ranges from one to four weeks, depending upon the maturity of the fruit, the growing methods used and the handling conditions in the distribution chain. Primarily related to differing soil conditions, the care of avocado trees is intensive.
Agribusiness activities are performed through these four reporting segments: We are one of California’s oldest citrus growers and are one of the largest growers of lemons in the United States. According to the California Avocado Commission, we are one of the largest growers of avocados in the United States.
Agribusiness activities are performed through these four reporting segments: We are one of California’s oldest citrus growers and according to the California Avocado Commission, we are one of the largest growers of avocados in the United States. In addition to growing lemons and avocados, we grow oranges and wine grapes.
The need for more production per acre to compete with foreign sources of supply has required us to take an important lead in the practice of dense planting (typically four times the number of avocado trees per acre versus traditional avocado plantings) and mulching composition to help trees acclimate under conditions that more closely resemble those found in the tropics, a better climate for avocado growth.
The need for more production per acre to compete with foreign sources of supply has required us to take an important lead in the practice of dense planting (typically four times the number of avocado trees per acre versus traditional avocado plantings) and mulching composition to help trees acclimate under conditions that more closely resemble those found in the tropics, a better climate for avocado growth. 9 Our avocado plantings have been profitable and historically were pursued to diversify our product line.
Human Capital Resources As of October 31, 2024, we had 241 employees, of which 90 were salaried and 151 were hourly. None of our employees are subject to a collective bargaining agreement. We believe that our relations with our employees are good.
Human Capital Resources As of October 31, 2025, we had 191 employees, of which 69 were salaried and 122 were hourly. None of our employees are subject to a collective bargaining agreement. We believe that our relations with our employees are good.
To consummate the transaction, we formed LLCB as the development entity, contributed our East Area I property to the joint venture and sold a 50% interest in the joint venture to Lewis for $20.0 million. The first phase of the project broke ground to commence mass grading in November 2017.
To consummate the transaction, we formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity, contributed our East Area I property to the joint venture and sold a 50% interest in the joint venture to Lewis. The first phase of the project broke ground to commence mass grading in November 2017.
As our agricultural and non-strategic real estate development investments are monetized, we intend to use the cash flow to reduce existing debt, invest in farming efficiencies and expand packing capacities through our One World of Citrus asset-lighter business model. We will also use more third-party grower and supplier fruit to reduce the impact of pricing volatility and rising farming costs.
As our agricultural and non-strategic real estate development investments are monetized, we intend to use the cash flow to reduce existing debt, invest in farming efficiencies and expand packing capacities through our One World of Citrus asset-lighter business model.
In June 2024, we received a cash distribution of $15.0 million from LLCB and we expect to receive approximately $165.0 million from LLCB, LLCB II and East Area II over the next six years of the projects. 10 East Area II - Santa Paula, California.
We received cash distributions from LLCB of $15.0 million in June 2024 and $10.0 million in April 2025 and we expect to receive approximately $155.0 million from LLCB, LLCB II and East Area II over the next five years of the projects. 12 East Area II - Santa Paula, California.
Limoneira is committed to protecting the human rights, safety and dignity of the people who contribute to the success of our business. We are committed to improving the lives of all our stakeholders by helping to provide access to our products and increasing the diversity of our workforce.
Limoneira is committed to protecting the human rights, safety and dignity of the people who contribute to the success of our business. We are committed to improving the lives of all our stakeholders by helping to provide access to our products. We also seek to support the welfare of the people who produce, process and harvest the products we sell.
The following is a summary of each of the strategic real estate investment properties in which we own an interest: East Area I - Santa Paula, California. East Area I consists of approximately 500 acres that we historically used as agricultural land and is located in Santa Paula approximately ten miles from the City of Ventura and the Pacific Ocean.
East Area I consists of approximately 500 acres that we historically used as agricultural land and is located in Santa Paula approximately ten miles from the City of Ventura and the Pacific Ocean.
We also seek to support the welfare of the people who produce, process and harvest the products we sell. We have several diversity, inclusion and belonging efforts and programs to better ensure that we are supporting our employees. 14 Limoneira’s overall culture emphasizes the health and safety of our employees and the customers we serve.
We have several inclusion and belonging efforts and programs to better ensure that we are supporting our employees. Limoneira’s overall culture emphasizes the health and safety of our employees and the customers we serve.
California-grown avocados have peak production periods occurring between February and July. Because of superior eating quality, the Hass avocado has contributed greatly to the avocado’s growing popularity through its retail, restaurant and other food service uses. Approximately 95% of our avocado plantings are of the Hass variety.
We are one of the largest avocado growers in the United States with approximately 1,500 acres of avocados planted throughout Ventura County. California-grown avocados have peak production periods occurring between February and July. Because of superior eating quality, the Hass avocado has contributed greatly to the avocado’s growing popularity through its retail, restaurant and other food service uses.
The California State Department of Food and Agriculture oversees our packing and processing of lemons and conducts tests for fruit quality and packaging standards. We are also subject to laws and regulations that govern the use of pesticides and other potentially hazardous substances and the treatment, handling, storage and disposal of materials and waste and the remediation of contaminated properties.
We are also subject to laws and regulations that govern the use of pesticides and other potentially hazardous substances and the treatment, handling, storage and disposal of materials and waste and the remediation of contaminated properties.
Business Division Summary We have three business divisions: agribusiness, rental operations and real estate development. The agribusiness division is comprised of four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness, which primarily includes oranges, specialty citrus, other crops and farm management services.
The agribusiness division is comprised of four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness, which primarily includes oranges, specialty citrus, wine grapes and farm management services. The agribusiness division includes our core operations of farming, harvesting, lemon packing and lemon sales operations.
Markets and Competitive Strengths Agribusiness Operations With agricultural operations dating back to 1893, we are one of California’s oldest citrus growers and one of the largest growers of lemons and avocados in the United States. Consequently, we have developed significant experience with a variety of crops, mainly lemons and avocados.
Completion of the transaction is subject to the execution of a purchase and sale agreement and resolution of certain contingencies. Markets and Competitive Strengths Agribusiness Operations With agricultural operations dating back to 1893, we are one of California’s oldest citrus growers and one of the largest growers of lemons and avocados in the United States.
Such factors could affect our results of operations, cash flows and liquidity. 9 For more than 100 years, we have been making strategic real estate investments in California agricultural and developable real estate. Our current real estate developments include developable land parcels, multi-family housing and single-family homes with approximately 800 units in various stages of planning and development.
Such factors could affect our results of operations, cash flows and liquidity. For more than 100 years, we have been making strategic real estate investments in California agricultural and developable real estate. We currently have an interest in two real estate development projects in California.
The storage life of fresh lemons generally ranges from one to 18 weeks, depending upon the maturity of the fruit, the growing methods used and the handling conditions in the distribution chain. Avocados. We are one of the largest avocado growers in the United States with approximately 1,400 acres of avocados planted throughout Ventura County.
California-grown lemons are available throughout the year, with peak production periods occurring from January through August. The storage life of fresh lemons generally ranges from one to 18 weeks, depending upon the maturity of the fruit, the growing methods used and the handling conditions in the distribution chain. Avocados.
We continually seek to acquire additional lemons from third-party growers and suppliers to pack through our packing facilities. Third-party growers and suppliers are only added if we determine their fruit is of good quality and can be cost effective for both the grower and us.
Third-party growers are only added if we determine their fruit is of good quality and can be cost effective for both the grower and us. Of most importance is the overall fresh utilization rate for our fruit, which is directly related to quality. • Expand our Plantings of Avocados .
Additionally, we provide farm management services, which include farming, management and operations services mainly related to the Northern Properties. Plantings We have agricultural plantings on properties located in the United States, Chile and Argentina.
Plantings We have agricultural plantings on properties located in the United States, Chile and Argentina.
Increases in lemons procured from third-party growers and suppliers and international sources improve our ability to provide our customers with fresh lemons throughout the year. 12 • Increase the Volume of our Lemon Packing Operations . We regularly monitor our costs for redundancies and opportunities for cost reductions. In this regard, cost per carton is a function of throughput.
We regularly monitor our costs for redundancies and opportunities for cost reductions. In this regard, cost per carton is a function of throughput. We continually seek to acquire additional lemons from third-party growers to pack through our packing facilities.
On December 17, 2024, we declared a cash dividend of $0.075 per common share payable on January 15, 2025, in the aggregate amount of approximately $1.4 million to common stockholders of record as of December 30, 2024. COVID-19 Pandemic The COVID-19 pandemic had an adverse impact on the industries and markets in which we conduct business.
On December 16, 2025, we declared a cash dividend of $0.075 per common share payable on January 16, 2026, in the aggregate amount of $1.4 million to common stockholders of record as of December 30, 2025. Business Division Summary We have three business divisions: agribusiness, rental operations and real estate development.
We formed LLCB II, LLC as the development entity, contributed our Retained Property to the joint venture and sold a 50% interest to Lewis for approximately $8.0 million. The joint venture partners will share in capital contributions to fund project costs until loan proceeds and/or revenues are sufficient to fund the projects.
We formed LLCB II, LLC as the development entity, contributed our Retained Property to the joint venture and sold a 50% interest to Lewis.
The agribusiness division includes our core operations of farming, harvesting, lemon packing and lemon sales operations. The rental operations division includes our residential and commercial rentals, leased land operations and organic recycling. The real estate development division includes our investments in real estate development projects.
The rental operations division includes our residential and commercial rentals, leased land operations and organic recycling. The real estate development division includes our investments in real estate development projects. Financial information and discussion of our four reportable segments are contained in the notes to the accompanying consolidated financial statements of this Annual Report. Agribusiness Summary 8 Farming Lemons.
Our greatest direct competition for each of our current real estate development properties in Ventura County comes from other residential and commercial developments in nearby areas. 13 Resources and Raw Materials In our fresh lemons and lemon packing segments, paper is considered a material raw product for our business because most of our products are packed in cardboard cartons for shipment.
Resources and Raw Materials In our fresh lemons and lemon packing segments, paper is considered a material raw product for our business because most of our products are packed in cardboard cartons for shipment. Paper is readily available and cartons will be purchased from a Sunkist affiliated entity beginning in fiscal year 2026.
Paper is readily available, and we have numerous suppliers for such material. In our agribusiness division, petroleum-based products such as herbicides and pesticides are considered raw materials, and we have numerous suppliers for these products.
In our agribusiness division, petroleum-based products such as herbicides and pesticides are considered raw materials, and we have numerous suppliers for these products. 15 Intellectual Property We have numerous trademarks and brands under which we market and sell our fruits, particularly lemons, domestically and internationally, many of which have been owned for decades.
These trademarks are owned by us and registered with the United States Patent and Trademark Office. We also acquired certain lemon brands with acquisitions, including Kiva®, Kachina®, Oxnard Lemon and Trapani Fresh. Seasonal Nature of Business As with any agribusiness enterprise, our agribusiness operations are predominantly seasonal in nature.
The material brands of Limoneira lemons include, but are not limited to, One World of Citrus®, Santa®, Paula®, Bridal Veil®, Fountain®, Golden Bowl®, Level®, Compass® and Pitcher®. These trademarks are owned by us and registered with the United States Patent and Trademark Office. We also acquired certain lemon brands with acquisitions, including Kiva®, Kachina®, Oxnard Lemon and Trapani Fresh.
Peak lemon production occurs at different times of the year depending on geographic region. In addition to our lemon production in California and Arizona and lemons we acquire from domestic third-party growers and suppliers, we have expanded our lemon supply sources to international markets such as Mexico, Chile and Argentina.
Peak lemon production occurs at different times of the year depending on geographic region. In addition to our lemon production in California and Arizona, increases in lemons procured from third-party growers improve our ability to provide Sunkist customers with fresh lemons throughout the year. 14 • Increase the Volume of our Lemon Packing Operations .
Customers We market and sell our lemons directly to our food service, wholesale and retail customers in the United States, Canada, Asia, and certain other international markets. We sold lemons and other citrus to 194 U.S. and international customers during fiscal year 2024. We sell our avocados to third-party packinghouses and our wine grapes to wine producers.
Customers We sold lemons and other citrus to 179 U.S. and international customers during fiscal year 2025. Beginning November 1, 2025, we merged our citrus sales and marketing operations into Sunkist. We sell our avocados to third-party packinghouses and our wine grapes to wine producers.
Competition in the various agribusiness markets is affected by reliability of supply, product quality, brand recognition and perception, price and the ability to satisfy changing customer preferences through innovative product offerings. The sale and leasing of residential, commercial and industrial real estate is very competitive, with competition coming from numerous and varied sources throughout California.
For our specific crops, the size of the 2024 U.S. market was approximately $698 million for lemons, both fresh and juice, and approximately $537 million for avocados. Competition in the various agribusiness markets is affected by reliability of supply, product quality, brand recognition and perception, price and the ability to satisfy changing customer preferences through innovative product offerings.
Environmental and Regulatory Matters Our agribusiness and real estate development divisions are subject to a broad range of evolving federal, state and local environmental laws and regulations. For example, the growing, packing, storing and distributing of our products is extensively regulated by various federal and state agencies.
Our lemons are generally grown and marketed throughout the year, our avocados are primarily sold from January through August, and our wine grapes are primarily sold in September and October. Environmental and Regulatory Matters Our agribusiness and real estate development divisions are subject to a broad range of evolving federal, state and local environmental laws and regulations.
Financial information and discussion of our four reportable segments are contained in the notes to the accompanying consolidated financial statements of this Annual Report. 6 Agribusiness Summary 7 Farming Lemons. We market and sell lemons directly to our food service, wholesale and retail customers throughout the United States, Canada, Asia, and certain other international markets.
We market and sell lemons directly to our food service, wholesale and retail customers throughout the United States, Canada, Asia, and certain other international markets. We are one of the largest lemon growers in the United States with approximately 3,100 acres of lemons planted primarily in Ventura County, California and in Yuma County, Arizona.
We plan to expand our avocado production by 1,000 acres through fiscal year 2027 to capitalize on robust consumer demand trends. • Expand International Sales and Marketing of Lemons . We estimate that we currently have approximately 15% of the fresh lemon market in the United States and a larger share of the United States lemon export market.
Our plantings of avocados have been profitable and historically have been pursued to diversify our product line. We plan to expand our avocado production by 1,000 acres through fiscal year 2027 to capitalize on robust consumer demand trends with 600 acres planted as of October 31, 2025. • Expand our share of the growing quick-service restaurant fresh-squeezed lemonade market.
These projects include multi-family housing, single-family homes and apartments of approximately 800 units in various stages of planning and development. 5 Fiscal Year 2024 Highlights and Recent Developments On December 1, 2023, we announced the commencement of a strategic review process to explore potential alternatives aimed at maximizing stockholder value.
These projects include multi-family housing, single-family homes and apartments of approximately 800 units in various stages of planning and development. 6 Fiscal Year 2025 Highlights and Recent Developments Recent Developments In January 2025, we completed three separate sale transactions of Santa Paula Basin water pumping rights at a selling price of $30,000 per acre-foot, totaling $1.7 million and recorded a gain on sales of water rights of $1.5 million.
The harvest and sale of our lemons, avocados and oranges occurs in all quarters, but is generally more concentrated during our third quarter. Our lemons are generally grown and marketed throughout the year, our avocados are primarily sold from January through August and our wine grapes are primarily sold in September and October.
Beginning November 1, 2025, our lemon products may be branded with a Limoneira brand and the Sunkist brand. Seasonal Nature of Business As with any agribusiness enterprise, our agribusiness operations are predominantly seasonal in nature. The harvest and sale of our lemons and avocados occurs in all quarters, but is generally more concentrated during our third quarter.
Removed
Potential strategic alternatives could include, but not be limited to, a sale of all or parts of the Company and its assets, a merger or other transaction. The Board has not set a timetable for completion of the review and no transaction or other outcome is guaranteed to take place.
Added
On March 1, 2025, we received a notice of termination from PGIM Real Estate Finance, LLC (“PGIM”) regarding The Farm Management Agreement (“FMA”) dated January 31, 2023. The FMA was terminated effective March 31, 2025.
Removed
At this time, we cannot predict the impact that such strategic alternatives might have on our business, operations or financial condition. In December 2023, we sold 12 acres of real property located in Yuma, Arizona for a sales price of $0.8 million. After transaction and closing costs, we recorded a gain on sale of approximately $0.2 million.
Added
Under the FMA, we provided farming, management and operations related to the 3,537 acres in Tulare County, California (the “Northern Properties”), which we previously sold to PGIM. On March 17, 2025, we announced that our Board of Directors approved a share repurchase program authorizing us to repurchase up to $30.0 million in shares of our outstanding common stock.
Removed
In April 2024, the Company conducted an organization restructuring resulting in severance benefit costs of approximately $1.2 million.
Added
The share repurchase program may be modified, suspended or discontinued at any time and does not commit us to repurchase any shares. On March 17, 2025, we announced that we formally concluded our process to explore potential strategic alternatives that we previously announced on December 1, 2023.
Removed
On April 30, 2024, our real estate development joint venture with The Lewis Group of Companies (“Lewis”) closed an additional 554 residential homesites at the Harvest at Limoneira master planned community in Santa Paula, CA (“Harvest”) and we recorded equity in earnings of investments of $16.6 million in the second quarter of fiscal year 2024.
Added
While this formal exploration process has concluded, we remain committed to executing our comprehensive strategic roadmap to create long-term stockholder value. As part of our normal course of business, we will continue to be opportunistic in evaluating potential strategic merger and acquisition opportunities, while also advancing our initiatives to monetize non-core assets.
Removed
On June 5, 2024, we received a cash distribution of $15.0 million from the joint venture. On May 7, 2024, it was announced that the Santa Paula City Council approved the proposal brought by the Company’s real estate development joint venture with Lewis to increase the number of entitled lots at Harvest from 1,500 dwelling units to 2,050 dwelling units.
Added
On April 8, 2025, we announced that we are entering into a letter of intent to form a 50%/50% joint venture with Agromin Corporation, the largest organics waste recycler in California, to significantly expand Agromin Corporation’s successful organic waste recycling program.
Removed
The Santa Paula City Council approved an amendment allowing for the 550-unit increase on April 3, 2024. The 550-unit increase will provide 250 additional single family for-sale homesites within Phase 3 of Harvest. Additionally, the Company in partnership with Lewis plans to construct 300 multi-family rental homes on a mixed-use portion of the project.
Added
The joint venture plans to expand from the existing 15-acre green waste composting facility at Limoneira Ranch in Santa Paula into a 70-acre, commercial-scale composting facility capable of processing green waste and food waste. We expect to enter into the joint venture and begin construction in fiscal year 2026.
Removed
In particular, the export market for fresh produce significantly declined due to the COVID-19 pandemic impacts. The decline in demand for our products beginning the second quarter of fiscal year 2020 negatively impacted our sales and profitability and may impact our sales and profitability in future periods.
Added
On April 9, 2025, we announced that we received a cash distribution of $10.0 million representing our share of a $20.0 million cash distribution from our real estate joint venture, Harvest at Limoneira, with the Lewis Group of Companies (“Lewis”).
Removed
The duration of these trends and the magnitude of such impacts cannot be estimated at this time, as they are influenced by a number of factors, many of which are outside management’s control, including, but not limited, to those presented in Item 1A. Risk Factors of this Annual Report.
Added
On June 6, 2025, we entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist”), effective as of November 1, 2025. The agreement permits us to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower fruit, and to use Sunkist trademarks in these activities.
Removed
Approximately 99% of our lemon plantings are of the Lisbon, Eureka and Genoa varieties and approximately 1% are of other varieties such as sweet Meyer lemons and Proprietary Seedless lemons. California-grown lemons are available throughout the year, with peak production periods occurring from January through August.
Added
The agreement has an initial term of three years with automatic one-year extensions. In relation to our decision to merge our sales and marketing operations into Sunkist, we incurred cash and stock compensation severance expenses of approximately $0.7 million in the fourth quarter of fiscal year 2025.
Removed
Our goal is to redeploy real estate earnings and cash flow into the expansion of our agribusiness and other income producing real estate.
Added
On June 26, 2025, we entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, PCA (the “Lender”), dated June 26, 2025, together with a revolving credit facility supplement (the “Revolving Credit Supplement”) and a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement” and together with the Revolving Credit Supplement, the “Supplements”).
Removed
Since inception, each partner has made funding contributions of $21.4 million to LLCB and $1.0 million to LLCB II.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

64 edited+20 added−26 removed95 unchanged
Biggest changeWe may encounter risks associated with the real estate joint ventures we entered into in November 2015 and October 2022 with the Lewis Group of Companies including: • the joint ventures may not perform financially or operationally as expected; • land values, project costs, sales absorption or other assumptions included in the development plans may cause the joint ventures’ operating results to be less than expected; • the joint ventures may not be able to obtain project loans on acceptable terms; • the joint venture partners may not be able to provide capital to the joint ventures in the event external financing or project cash flows are not sufficient to finance the joint ventures’ operations; • the joint venture partners may not manage the project properly; and • disagreements could occur between the joint venture partners that could affect the operating results of the joint ventures or could result in a sale of a partner’s interest or the joint ventures at undesirable values. 24 We may encounter other risks that could impact our ability to develop our land.
Biggest changeThe failure to obtain sufficient capital to fund our planned expenditures could have a material adverse effect on our business and operations and our results of operations in future periods. 25 We may encounter risks associated with the real estate joint ventures we have with the Lewis Group of Companies, including: • the joint ventures may not perform financially or operationally as expected; • land values, project costs, sales absorption or other assumptions included in the development plans may cause the joint ventures’ operating results to be less than expected; • the joint ventures may not be able to obtain project loans on acceptable terms; • the joint venture partners may not be able to provide capital to the joint ventures in the event external financing or project cash flows are not sufficient to finance the joint ventures’ operations; • the joint venture partners may not manage the project properly; and • disagreements could occur between the joint venture partners that could affect the operating results of the joint ventures or could result in a sale of a partner’s interest or the joint ventures at undesirable values.
The occurrence of any events or rumors that cause consumers and/or institutions to no longer associate these brands with high quality and safe food products may materially adversely affect the value of our brand names and demand for our products. Government regulation could increase our costs of production and increase legal and regulatory expenses.
The occurrence of any events or rumors that cause consumers and/or institutions to no longer associate these brands with high quality and safe food products may materially adversely affect the value of our brand names and demand for our products. Government regulation could increase our production costs and increase legal and regulatory expenses.
Any downturn in the economy or consumer confidence can also be expected to result in reduced housing demand and slower industrial development, which would negatively impact the demand for land we are developing. 22 We are subject to various land use regulations and require governmental approvals for our developments that could be denied.
Any downturn in the economy or consumer confidence can also be expected to result in reduced housing demand and slower industrial development, which would negatively impact the demand for land we are developing. We are subject to various land use regulations and require governmental approvals for our developments that could be denied.
We currently depend heavily on the services of our key management personnel. The loss of any key personnel could materially and adversely affect our results of operations or financial condition. Our success will also depend in part on our ability to attract and retain additional qualified management personnel. Inflation can have a significant adverse effect on our operations.
We currently depend heavily on the services of our key management personnel. The loss of any key personnel could materially and adversely affect our results of operations or financial condition. Our success will also depend in part on our ability to attract and retain additional qualified management personnel. 26 Inflation can have a significant adverse effect on our operations.
Similarly, stresses and pressures in the industry may result in impacts on our business partners and competitors, which could have wide-ranging impacts on the future of the industry. We are subject to the risk of product contamination and product liability claims. The sale of food products for human consumption involves the risk of injury to consumers.
Similarly, stresses and pressures in the industry may result in impacts on our business partners and competitors, which could have wide-ranging impacts on the future of the industry. 20 We are subject to the risk of product contamination and product liability claims. The sale of food products for human consumption involves the risk of injury to consumers.
In such event, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment. The overall market and the price of our common stock may fluctuate greatly and we cannot assure you that you will be able to resell shares at or above market price.
In such event, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment. 27 The overall market and the price of our common stock may fluctuate greatly, and we cannot assure you that you will be able to resell shares at or above market price.
This could have a material adverse effect on our business, which could impact our results of operations and our financial condition. Risks Related to Our Indebtedness We may be unable to generate sufficient cash flow to service our debt obligations. To service our debt, we require a certain amount of cash.
This could have a material adverse effect on our business, which could impact our results of operations and our financial condition. 21 Risks Related to Our Indebtedness We may be unable to generate sufficient cash flow to service our debt obligations. To service our debt, we require a certain amount of cash.
We depend on our infrastructure to have sufficient capacity to handle our annual lemon production needs. Our infrastructure has sufficient capacity for our lemon production needs, but if we lose machinery or facilities due to natural disasters or mechanical failure, we may not be able to operate at a sufficient capacity to meet our lemon production needs.
We depend on our infrastructure to have sufficient capacity to handle our annual lemon production needs. Our infrastructure has sufficient capacity for our lemon production needs, but if we lose machinery or facilities due to natural disasters, accidents or mechanical failure, we may not be able to operate at a sufficient capacity to meet our lemon production needs.
Due to the discovery of ACP in our orchards, we have experienced costs related to the quarantine and treatment of ACP. In September 2023, two HLB-positive citrus trees were detected on a residential property in the City of Santa Paula, California.
Due to the discovery of ACP in our orchards, we experienced costs related to the quarantine and treatment of ACP. In September 2023, two HLB-positive citrus trees were detected on a residential property in the City of Santa Paula, California.
Our business is sensitive to economic conditions in California, where our real estate development properties are located. Higher interest rates and lack of available financing can have significant impacts on the real estate industry.
Our business is sensitive to economic conditions in California, where our real estate development properties are located. 23 Higher interest rates and lack of available financing can have significant impacts on the real estate industry.
Shortages of labor could delay our harvesting or lemon processing activities or could result in increases in labor costs. 17 Our labor contractors and we are subject to government mandated wage and benefit laws and regulations.
Shortages of labor could delay our harvesting or lemon processing activities or could result in increases in labor costs. Our labor contractors and we are subject to government mandated wage and benefit laws and regulations.
Any or all of these covenants could have a material adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities and to fund our operations. Any future debt could also contain financial and other covenants more restrictive than those imposed under our line of credit and term loan facilities.
Any or all of these covenants could have a material adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities and to fund our operations. Any future debt could also contain financial and other covenants more restrictive than those imposed under our line of credit facilities.
There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. The risks described here are not the only ones we will face. If any of these risks or other risks actually occurs, our business, financial condition, results of operations or future prospects could be materially and adversely affected.
There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. The risks described here are not the only ones we will face. If any of these risks or other risks actually occur, our business, financial condition, results of operations or future prospects could be materially and adversely affected.
Additionally, in fiscal year 2024 we recorded an impairment charge on our most recently acquired foreign subsidiary, and we may incur further impairment charges on this or other foreign subsidiaries in the future. The value of our common stock could be volatile. Investing in our common stock involves a high degree of risk.
Additionally, in fiscal year 2024 and 2025 we recorded an impairment charge and reserves on our most recently acquired foreign subsidiary, and we may incur further impairment charges or reserves on this or other foreign subsidiaries in the future. The value of our common stock could be volatile. Investing in our common stock involves a high degree of risk.
Restrictive covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions, which could adversely restrict our financial and operating flexibility and subject us to other risks. Our revolving and non-revolving credit and term loan facilities contain various restrictive covenants that limit our ability to take certain actions.
Restrictive covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions, which could adversely restrict our financial and operating flexibility and subject us to other risks. Our revolving and non-revolving credit facilities contain various restrictive covenants that limit our ability to take certain actions.
We distribute our products both nationally and internationally and have foreign subsidiaries with functional currencies besides the U.S. dollar. Our international sales are primarily transacted in U.S. dollars. Our results of operations are affected by fluctuations in currency exchange rates in both sourcing and selling locations and our foreign subsidiaries.
Our products are distributed both nationally and internationally and we have foreign subsidiaries with functional currencies besides the U.S. dollar. Our international sales are primarily transacted in U.S. dollars. Our results of operations are affected by fluctuations in currency exchange rates in both sourcing and selling locations and our foreign subsidiaries.
Consumer and institutional recognition of the LIMONEIRA, One World of Citrus®, Santa®, Paula®, Bridal Veil®, Fountain®, Golden Bowl®, Level®, Kiva®, Kachina®, Oxnard Lemon and Trapani Fresh trademarks and related brands and the association of these brands with high quality and safe food products are an integral part of our business.
Consumer and institutional recognition of the LIMONEIRA, Sunkist, One World of Citrus®, Santa®, Paula®, Bridal Veil®, Fountain®, Golden Bowl®, Level®, Compass®, Pitcher®, Kiva®, Kachina®, Oxnard Lemon and Trapani Fresh trademarks and related brands and the association of these brands with high quality and safe food products are an integral part of our business.
Water for our farming operations is sourced from the existing water resources associated with our land, which includes rights to water in the adjudicated Santa Paula Basin (aquifer) and the un-adjudicated Fillmore and Paso Robles Basins (aquifers). We use federal project water in Arizona from the Colorado River through the YMIDD. We also acquired water rights in Chile.
Water for our farming operations is sourced from the existing water resources associated with our land, which includes rights to water in the adjudicated Santa Paula Basin (aquifer) and the un-adjudicated Fillmore and Paso Robles Basins (aquifers). We use federal project water in Arizona from the Colorado River through the YMIDD.
In addition, current or future federal or state healthcare legislation and regulation, including the Affordable Care Act, may increase our medical costs or the medical costs of our labor contractors that could be passed on to us. Changes in immigration laws could impact the ability of Limoneira to harvest its crops.
In addition, current or future federal or state healthcare legislation and regulation, such as the Affordable Care Act, may increase our medical costs or the medical costs of our labor contractors that could be passed on to us. Changes in immigration laws could impact the ability of Limoneira to harvest its crops.
Although we believe that internally generated funds and current and available borrowing capacity will be sufficient to fund our capital and other expenditures, including additional land acquisition, development and construction activities, and the amounts available from such sources, may not be adequate to meet our needs.
Although we believe that internally generated funds and current and available borrowing capacity will be sufficient to fund our capital and other expenditures, including development and construction activities, and the amounts available from such sources, may not be adequate to meet our needs.
The availability of borrowed funds to be used for additional land acquisition, development and construction may be greatly reduced, and the lending community may require increased amounts of equity to be invested in a project by borrowers in connection with new loans.
The availability of borrowed funds to be used for development and construction may be greatly reduced, and the lending community may require increased amounts of equity to be invested in a project by borrowers in connection with new loans.
For example, the State of California, where a substantial number of our labor contractors are located, passed regulations that will increase minimum wage rates to $16.50 per hour effective January 1, 2025 due to a cost-of-living increase provision in the state’s minimum wage law.
For example, the State of California, where a substantial number of our labor contractors are located, passed regulations that will increase minimum wage rates to $16.90 per hour effective January 1, 2026 due to a cost-of-living increase provision in the state’s minimum wage law.
Important factors with respect to our competitors include the following: • Some of our competitors may have greater operating flexibility and, in certain cases, this may permit them to respond better or more quickly to changes in the industry or to introduce new products and packaging more quickly and with greater marketing support. • We cannot predict the pricing or promotional actions of our competitors or whether those actions will have a negative effect on us.
Important factors with respect to our competitors include the following: • Some of our competitors may have greater operating flexibility and, in certain cases, this may permit them to respond better or more quickly to changes in the industry. • We cannot predict the pricing or promotional actions of our competitors or whether those actions will have a negative effect on us.
Our revolving and non-revolving credit facility with the AgWest Farm Credit Facility contain a financial covenant that requires us to maintain compliance with a specific debt service coverage ratio on an annual basis. At October 31, 2024 we were in compliance with the debt service coverage ratio of 1.25:1.0.
Our revolving and non-revolving credit facility with the Lender contains a financial covenant that requires us to maintain compliance with a specific debt service coverage ratio on an annual basis. At October 31, 2024 we were in compliance with the debt service coverage ratio of 1.25:1.0.
An extended interruption in our ability to ship our products could have a material adverse effect on our business, financial condition and results of operations. Similarly, any extended disruption in the distribution of our products or supply chain issues could have a material adverse effect on our business, financial condition and results of operations.
An extended interruption in the shipping of our products could have a material adverse effect on our business, financial condition and results of operations. Similarly, any extended disruption in the distribution of our products or supply chain issues could have a material adverse effect on our business, financial condition and results of operations.
The State of Arizona minimum wage rates also rise each year based on the annual cost of living and will increase to $14.70 per hour effective January 1, 2025.
The State of Arizona minimum wage rates also rise each year based on the annual cost of living and will increase to $15.15 per hour effective January 1, 2026.
These contractual arrangements may not be as effective in providing direct control over this business division. For example, our third-party advisors could fail to take actions required for our real estate development businesses despite their contractual obligation to do so.
We utilize third-party contractor and consultant arrangements to assist us in operating our real estate development division. These contractual arrangements may not be as effective in providing direct control over this business division. For example, our third-party advisors could fail to take actions required for our real estate development businesses despite their contractual obligation to do so.
Bureau of Reclamation announced that Lake Mead will operate in a Tier 1 shortage in 2024 and 2025, respectively, which requires Arizona to forfeit approximately 18% of the state’s yearly allotment of water from Lake Mead.
Bureau of Reclamation announced that Lake Mead will continue to operate in a Tier 1 shortage in 2026, which requires Arizona to forfeit approximately 18% of the state’s yearly allotment of water from Lake Mead.
Following this detection, the California Department of Food and Agriculture established a mandatory five-mile-radius quarantine area, encompassing approximately 1,100 acres of Limoneira-owned lemon orchards. In July 2024, an additional 75 HLB-positive trees were detected on residential properties in the City of Santa Paula. In response, the quarantine area was expanded in September 2024 to account for the new detections.
Following this detection, the California Department of Food and Agriculture established a mandatory five-mile-radius quarantine area, encompassing approximately 1,100 acres of Limoneira-owned lemon orchards. In July 2024, additional HLB-positive trees were detected on residential properties in the City of Santa Paula.
The trading price of our common stock may be significantly affected by various factors, including: • quarterly fluctuations in our operating results; • changes in investors’ and analysts’ perception of the business risks and conditions of our business; • our ability to meet the earnings estimates and other performance expectations of financial analysts or investors; • unfavorable commentary or downgrades of our stock by equity research analysts; • fluctuations in the stock prices of our peer companies or in stock markets in general; and • general economic or political conditions. 26 Concentrated ownership of our common stock creates a risk of sudden change in our share price.
The trading price of our common stock may be significantly affected by various factors, including: • quarterly fluctuations in our operating results; • changes in investors’ and analysts’ perception of the business risks and conditions of our business; • our ability to meet the earnings estimates and other performance expectations of financial analysts or investors; • unfavorable commentary or downgrades of our stock by equity research analysts; • fluctuations in the stock prices of our peer companies or in stock markets in general; • our decision to pay dividends at the current rate; and • general economic or political conditions.
As of October 31, 2024, directors and members of our executive management team beneficially owned or controlled approximately 8.9% of our common stock. Investors who purchase our common stock may be subject to certain risks due to the concentrated ownership of our common stock.
Concentrated ownership of our common stock creates a risk of sudden change in our share price. As of October 31, 2025, directors and members of our executive management team beneficially owned or controlled approximately 8.9% of our common stock. Investors who purchase our common stock may be subject to certain risks due to the concentrated ownership of our common stock.
While we believe we are adequately insured and would attempt to transport our products by alternative means if we were to experience an interruption due to strike, natural disasters or otherwise, we cannot be sure that we would be able to do so or be successful in doing so in a timely and cost-effective manner. 19 Events or rumors relating to LIMONEIRA or our other trademarks and related brands could significantly impact our business.
While we believe we are adequately insured and would attempt to transport our products by alternative means if we were to experience an interruption due to strike, natural disasters or otherwise, we cannot be sure that we would be able to do so or be successful in doing so in a timely and cost-effective manner.
The use and disposal of these products in some jurisdictions are subject to regulation by various agencies. A decision by a regulatory agency to significantly restrict the use of such products that have traditionally been used in the cultivation of one of our principal products could have an adverse impact on us.
A decision by a regulatory agency to significantly restrict the use of such products that have traditionally been used in the cultivation of one of our principal products could have an adverse impact on us.
The land use approval processes we must follow to ultimately develop our projects have become increasingly complex. Moreover, the statutes, regulations and ordinances governing the approval processes provide third parties the opportunity to challenge the proposed plans and approvals.
Third-party litigation could increase the time and cost of our real estate development efforts. The land use approval processes we must follow to ultimately develop our projects have become increasingly complex. Moreover, the statutes, regulations and ordinances governing the approval processes provide third parties the opportunity to challenge the proposed plans and approvals.
The quarantine restricts the movement of citrus fruit, trees, and related plant materials, subject to specific protocols. The estimated additional costs to spray insecticides on our orchards within the quarantine area are $0.3 million to $0.4 million for fiscal year 2025. There is no assurance that HLB will not be detected on Limoneira orchards in the future.
The estimated additional costs to spray insecticides on our orchards within the quarantine area are $0.3 million to $0.4 million for fiscal year 2026. There is no assurance that HLB will not be detected on Limoneira orchards in the future.
Increases in commodity or raw product costs, such as fuel and paper, could adversely affect our operating results. Many factors may affect the cost and supply of fresh produce, including external conditions, commodity market fluctuations, currency fluctuations, changes in governmental laws and regulations, agricultural programs, severe and prolonged weather conditions and natural disasters.
Many factors may affect the cost and supply of fresh produce, including external conditions, commodity market fluctuations, currency fluctuations, changes in governmental laws and regulations, agricultural programs, severe and prolonged weather conditions and natural disasters.
If the third-party advisors fail to perform under their agreements with us, we may have to rely on legal remedies under the law, which may not be effective.
If the third-party advisors fail to perform under their agreements with us, we may have to rely on legal remedies under the law, which may not be effective. In addition, we cannot assure you that our third-party advisors would always act in our best interests.
Our Company’s debt agreement with AgWest Farm Credit used LIBOR as a reference rate, which was converted to the Secure Overnight Financing Rate (“SOFR”) on January 1, 2023. 21 Global capital and credit market issues affect our liquidity, increase our borrowing costs and may affect the operations of our suppliers and customers.
Our Company’s debt agreement with AgWest Farm Credit uses the Secure Overnight Financing Rate (“SOFR”). Global capital and credit market issues affect our liquidity, increase our borrowing costs and may affect the operations of our suppliers and customers.
In response to this and prior years’ water shortages, we entered into fallowing agreements during fiscal years 2023 and 2022 and continue to assess the impact these ongoing reductions may have on our Arizona orchards. For fiscal year 2024, irrigation costs for our agricultural operations were similar compared to fiscal year 2023.
In response to this and prior years’ water shortages, we entered into fallowing agreements during fiscal years 2022 and 2023 and in February 2025, extended an existing fallowing agreement through calendar year 2026. We continue to assess the impact these ongoing water reductions may have on our Arizona orchards.
Congress and the Department of Homeland Security from time to time consider and may implement changes to federal immigration laws, regulations or enforcement programs. Immigration laws have recently been an area of considerable focus by the Department of Homeland Security, with enforcement operations taking place across the country, resulting in arrests and detentions of unauthorized workers.
Immigration laws have recently been an area of considerable focus by the Department of Homeland Security, with enforcement operations taking place across the country and specifically within Ventura County, resulting in arrests and detentions of unauthorized workers.
For the foregoing reasons, adverse weather conditions, natural disasters, including earthquakes and wildfires, or other natural conditions, including the effects of climate change, could severely disrupt our operations, and have a material adverse effect on our business, results of operations, financial condition and prospects.
For the foregoing reasons, adverse weather conditions, natural disasters, including earthquakes and wildfires, or other natural conditions, including the effects of climate change, could severely disrupt our operations, and have a material adverse effect on our business, results of operations, financial condition and prospects. 17 Our agricultural plantings are potentially subject to damage from disease and pests, which could impose losses on our business and the prevention of which could impose significant additional costs on us.
Market interest rates may increase in the future and the increase may materially and negatively affect us. Lack of available credit to finance real estate purchases can also negatively impact demand.
During 2025 and 2024, the Board of Governors of the Federal Reserve System took actions in easing the monetary policy by cutting interest rates. Market interest rates may increase in the future and the increase may materially and negatively affect us. Lack of available credit to finance real estate purchases can also negatively impact demand.
In addition, in the past, many states, cities and counties (including Ventura County) approved various “slow growth” or “urban limit line” measures. If unforeseen regulatory challenges with East Areas I and II occur, we may not be able to develop these projects as planned. Third-party litigation could increase the time and cost of our real estate development efforts.
In addition, in the past, many states, cities and counties (including Ventura County) approved various “slow growth” or “urban limit line” measures. If unforeseen regulatory challenges with East Areas I and II occur, we may not be able to develop these projects as planned. Additionally, a voter-approved initiative may prevent us from developing the Limco Del Mar ranch.
However, if future drought conditions are worse than prior drought conditions or if regulatory responses to such conditions limit our access to water, our business could be negatively impacted by these conditions and responses in terms of access to water and/or cost of water. 18 The use of herbicides, pesticides and other potentially hazardous substances in our operations may lead to environmental damage and result in increased costs to us.
However, if future drought conditions are worse than prior drought conditions or if regulatory responses to such conditions limit our access to water, our business could be negatively impacted by these conditions and responses in terms of access to water and/or cost of water.
Fresh produce is highly perishable and generally must be brought to market and sold soon after harvest. Some items, such as avocados and oranges, must be sold more quickly, while other items, such as lemons, can be held in cold storage for longer periods of time.
Some items, such as avocados, must be sold more quickly, while other items, such as lemons, can be held in cold storage for longer periods of time.
Environmental and other regulation of our business, including potential climate change regulation, could adversely impact us by increasing our production cost or restricting our ability to import certain products into the United States. Our business depends on the use of fertilizers, pesticides and other agricultural products.
In such cases, payment of such costs or damages could have a material adverse effect on our business, results of operations and financial condition. Environmental and other regulation of our business, including potential climate change regulation, could adversely impact us by increasing our production cost or restricting our ability to import certain products into the United States.
Our earnings may be subject to seasonal variability. Our earnings may be affected by seasonal factors, including: • the seasonality of our supplies and consumer demand; • the ability to process products during critical harvest periods; and • the timing and effects of ripening and perishability.
Our earnings may be affected by seasonal factors, including: • the seasonality of our supplies and consumer demand; • the ability to process products during critical harvest periods; and • the timing and effects of ripening and perishability. 18 Increases in commodity or raw product costs, such as fuel and paper, could adversely affect our operating results.
Costs may increase as we pump more water than our historical averages and federal, state and local water delivery infrastructure costs may increase to access these limited water supplies. We have an ongoing plan for irrigation improvements continuing for fiscal year 2025 that includes drilling new wells and upgrading existing wells and irrigation systems.
For fiscal year 2025, irrigation costs for our agricultural operations decreased compared to fiscal year 2024. Costs may increase as we pump more water than our historical averages and federal, state and local water delivery infrastructure costs may increase to access these limited water supplies.
As of October 31, 2024, the state was free from extreme drought conditions and Ventura County was free from any drought conditions. We continue to assess the impact drought conditions may have on our California orchards. In August 2023 and August 2024, the U.S.
Southern California experienced below average precipitation for the 2024 to 2025 rainfall season. As of October 31, 2025, Ventura County was experiencing moderate drought conditions. We continue to assess the impact drought conditions may have on our California orchards. 19 In August 2025, the U.S.
Growing conditions in various parts of the world, particularly weather conditions such as windstorms, floods, droughts and freezes, as well as diseases and pests, are primary factors affecting market prices because of their influence on the supply and quality of product. The COVID-19 pandemic also reduced the demand for our products resulting in excess supply.
Growing conditions in various parts of the world, particularly weather conditions such as windstorms, floods, droughts and freezes, as well as diseases and pests, are primary factors affecting market prices because of their influence on the supply and quality of product. Fresh produce is highly perishable and generally must be brought to market and sold soon after harvest.
An excess supply of homes available due to foreclosures or the expectation of deflation in house prices could also have a negative impact on our ability to sell our inventory when it becomes available.
An excess supply of homes available due to foreclosures or the expectation of deflation in house prices could also have a negative impact on our ability to sell our inventory when it becomes available. 24 We rely on contractual arrangements with third-party advisors to assist us in carrying out our real estate development projects and are subject to risks associated with such arrangements.
Therefore, it is difficult for us to accurately predict revenue, and we cannot pass on cost increases caused by general inflation, except to the extent reflected in market conditions and commodity prices. 25 System security risks, data protection breaches, cyber-attacks and systems integration issues could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price.
System security risks, data protection breaches, cyber-attacks and systems integration issues could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price.
General Risks and Risks Related to Our Common Stock Our business is highly competitive, and we cannot assure you that we will maintain our current market share. Many companies compete in our different businesses. However, only a few well-established companies operate on an international, national and regional basis with one or several product lines.
General Risks and Risks Related to Our Common Stock Our business is highly competitive, and we cannot assure you that we will maintain our current market share. Many companies compete in our different businesses. We face strong competition from these and other companies in all our product lines.
These factors include among others: • economic and competitive conditions; • changes in laws and regulations; • operating difficulties, increased operating costs or pricing pressures we may experience; and • delays in implementing any strategic projects. 20 If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt.
If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt.
Despite our current indebtedness levels and the restrictive covenants set forth in agreements governing our indebtedness, we may still incur significant additional indebtedness, including secured and guaranteed indebtedness. Incurring more indebtedness could increase the risks associated with our overall indebtedness. Subject to the restrictions in our credit facilities, we may incur significant additional indebtedness.
Incurring more indebtedness could increase the risks associated with our overall indebtedness. Subject to the restrictions in our credit facilities, we may incur significant additional indebtedness. If new debt is added to our current debt levels, the related risks that we now face could increase.
These infestations can increase costs, decrease revenues and lead to additional charges to earnings, which may have a material adverse effect on our business, results of operations and financial condition. 16 Our strategy of marketing and selling our lemons directly to our food service, wholesale and retail customers may not continue to be successful.
These infestations can increase costs, decrease revenues and lead to additional charges to earnings, which may have a material adverse effect on our business, results of operations and financial condition. Our earnings are sensitive to fluctuations in market supply and prices and demand for our products.
Some of our debt is based on variable rates of interest, which could result in higher interest expenses in the event of an increase in the interest rates. Our AgWest Farm Credit Facility is subject to variable rates, which generally change as interest rates change.
Our AgWest Farm Credit Facility is subject to variable rates, which generally change as interest rates change.
If we were unable to repay those amounts, our lenders could proceed against the collateral granted to them to secure the indebtedness. If the lenders under our current or future indebtedness were to accelerate the payment of the indebtedness, we cannot assure you that our assets or cash flow would be sufficient to repay in full our outstanding indebtedness.
If the lenders under our current or future indebtedness were to accelerate the payment of the indebtedness, we cannot assure you that our assets or cash flow would be sufficient to repay in full our outstanding indebtedness. 22 Despite our current indebtedness levels and the restrictive covenants set forth in agreements governing our indebtedness, we may still incur significant additional indebtedness, including secured and guaranteed indebtedness.
Accordingly, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of the Company could cause our stock price to fluctuate significantly. 15 Risks Related to Our Agribusiness Operations Adverse weather conditions, natural disasters, including earthquakes and wildfires, and other natural conditions, including the effects of climate change, could impose significant costs and losses on our business.
Adverse weather conditions, natural disasters, including earthquakes and wildfires, and other natural conditions, including the effects of climate change, could impose significant costs and losses on our business.
We intend to develop land and real estate properties as suitable opportunities arise, taking into consideration the general economic climate.
If we are unable to complete land development projects within forecasted time and budget expectations, if at all, our financial results may be negatively affected. We intend to develop land and real estate properties as suitable opportunities arise, taking into consideration the general economic climate.
Our insurance may not be adequate to cover such costs or damages or may not continue to be available at a price or under terms that are satisfactory to us. In such cases, payment of such costs or damages could have a material adverse effect on our business, results of operations and financial condition.
We may have to pay for the costs or damages associated with the improper application, accidental release or use or misuse of such substances. Our insurance may not be adequate to cover such costs or damages or may not continue to be available at a price or under terms that are satisfactory to us.
We use herbicides, pesticides and other potentially hazardous substances in the operation of our business. We may have to pay for the costs or damages associated with the improper application, accidental release or use or misuse of such substances.
The use of herbicides, pesticides and other potentially hazardous substances in our operations may lead to environmental damage and result in increased costs to us. We use herbicides, pesticides and other potentially hazardous substances in the operation of our business.
Effective as of February 22, 2023, the maximum borrowing amount was reduced to $35.0 million. The obligations under the Loan were guaranteed by certain principals from Lewis and us. In May 2024, the Loan and corresponding guarantee were cancelled. Our real estate development activities could require future loans that may result in future guarantees.
In January 2018, LLCB entered into a $45.0 million unsecured Line of Credit Loan Agreement and Promissory Note (the “Loan”) with Bank of America, N.A. to fund early development activities. Effective as of February 22, 2023, the maximum borrowing amount was reduced to $35.0 million. The obligations under the Loan were guaranteed by certain principals from Lewis and us.
Prices received for many of our products are dependent upon prevailing market conditions and commodity prices.
Prices received for many of our products are dependent upon prevailing market conditions and commodity prices. Therefore, it is difficult for us to accurately predict revenue, and we cannot pass on cost increases caused by general inflation, except to the extent reflected in market conditions and commodity prices.
Removed
Item 1A. Risk Factors Risks Related to Our Business Approach We cannot assure you that our evaluation of potential strategic alternatives to enhance value for stockholders will be successful; and there may be negative impacts on our business and stock price as a result of the process of exploring strategic alternatives.
Added
Item 1A. Risk Factors Risks Related to Our Agribusiness Operations Our decision to merge our citrus sales and marketing operations into Sunkist Growers, Inc. beginning November 1, 2025 may not be successful. The merging of our citrus sales and marketing operations into Sunkist reduces our ability to exercise control over the sales and marketing of our lemons.
Removed
On December 1, 2023, the Company announced the commencement of a process to explore strategic alternatives, which could include, but not be limited to, a sale of all or parts of the Company, merger or other transaction.
Added
Sunkist marketing may be ineffective, which could result in decreased sales of citrus and, in particular, the sales of our lemons. Insufficient resources committed by Sunkist to the sales and marketing of citrus may reduce the sales of our lemons and adversely affect our operations and financial results.
Removed
The Board has not set a timetable for the completion of this review process and there can be no assurance that it will result in any transaction or outcome.
Added
Consumer and institutional recognition of Sunkist trademarks and related brands and the association of these brands with high quality and safe citrus is an integral part of the Sunkist business.
Removed
Whether the process will result in any additional transactions, our ability to complete any transaction, and if our Board decides to pursue one or more transactions, will depend on numerous factors, some of which are beyond our control.
Added
The occurrence of any events or rumors that cause consumers and/or institutions to no longer associate those brands with high quality and safe citrus may materially affect the value of their brand names and the demand for fresh citrus.
Removed
Such factors include the interest of potential acquirers or strategic partners in a potential transaction, the value potential acquirers or strategic partners attribute to our businesses and their respective prospects, market conditions, interest rates and industry trends.
Added
As a Sunkist-licensed packinghouse, we are required to purchase the majority of our packing supplies from Fruit Growers Supply Company (“FGS”), a manufacturing and supply cooperative affiliated with Sunkist. Increased costs for packing supplies from FGS or an extended interruption in the shipping of packing supplies could negatively affect our operating income.
Removed
Our stock price may be adversely affected if the evaluation does not result in additional transactions or if one or more transactions are consummated on terms that investors view as unfavorable to us.
Added
Sunkist cybersecurity risks, data protection breaches, cyber-attacks and system integration issues could disrupt Sunkist internal operations or services provided to end customers, and such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our business.
Removed
Even if one or more additional transactions are completed, there can be no assurance that any such transactions will be successful or have a positive effect on stockholder value. Our Board may also determine that no additional transaction is in the best interest of our stockholders.
Added
In response, the quarantine area was expanded in September 2024 to account for the new detections and is still in effect. The quarantine restricts the movement of citrus fruit, trees, and related plant materials, subject to specific protocols.
Removed
In addition, our financial results and operations could be adversely affected by the strategic process and by the uncertainty regarding its outcome. The attention of management and our Board could be diverted from our core business operations.
Added
Our earnings may be subject to seasonal variability.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis includes our development and operationalizing of third-party security requirements, incident response procedures, and employee training and awareness programs to improve cybersecurity hygiene throughout our organization.
Biggest changeThis includes our development and operationalizing of third-party security requirements, incident response procedures, and employee training and awareness programs to improve cybersecurity hygiene throughout our organization. Additionally, we proactively seek input from third-party cybersecurity consultants to independently evaluate our systems and processes, further identify risks and aid us in strengthening our defenses and improving our overall security posture.
This collective team has experience in information security and cybersecurity risk management and performs detection and monitoring of cybersecurity threats and incidents on an ongoing basis through a combination of security tooling, alerting mechanisms, automated systems and manual processes to continue to preserve the confidentiality, availability and integrity of our business operations.
This collective team has experience in information security and cybersecurity risk management and performs detection and monitoring of cybersecurity threats and incidents on an ongoing basis through a combination of security tooling, alerting mechanisms, automated systems and manual processes to continue to preserve the confidentiality, availability and integrity of our business operations. 29
While we employ resources to monitor and protect our technology infrastructure and sensitive information, these security measures or those of our third-party vendors may not prevent all attempted security breaches or cyber-attacks. A substantial disruption to our or our third-party vendors' information technology systems, whether caused by a significant cyber incident or other unforeseen events, could adversely affect our operations.
While we employ resources to monitor and protect our technology infrastructure and sensitive information, these security measures or those of our third-party vendors may not prevent all attempted security breaches or cyber-attacks.
We maintain cybersecurity insurance coverage to supplement our cybersecurity program, however, this insurance may not be sufficient to cover all potential losses, including reputational damage or costs incurred to improve or strengthen systems against future threats.
Material Cybersecurity Threat Risks In fiscal year 2025, the Company experienced no cybersecurity incidents that materially impacted our business strategy, operations or financial condition. We maintain cybersecurity insurance coverage to supplement our cybersecurity program. However, this insurance may not be sufficient to cover all potential losses, including reputational damage or costs incurred to improve or strengthen systems against future threats.
The Company is committed to managing cybersecurity risks through ongoing vigilance and enhancement of our cybersecurity policies, procedures, and practices, extending to the safeguarding of sensitive information belonging to the Company, our growers and suppliers, customers, and employees.
A substantial disruption to our or our third-party vendors' information technology systems, whether caused by a significant cyber incident or other unforeseen events, could adversely affect our operations. 28 The Company is committed to managing cybersecurity risks through ongoing vigilance and enhancement of our cybersecurity policies, procedures and practices, extending to the safeguarding of sensitive information belonging to the Company, our growers and suppliers, customers, and employees.
Removed
Additionally, we proactively seek input from third-party cybersecurity consultants to independently evaluate our systems and processes, further identify risks and aid us in strengthening our defenses and improve our overall security posture. 27 Material Cybersecurity Threat Risks In fiscal year 2024, the Company experienced no cybersecurity incidents that materially impacted our business strategy, operations or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur investments in these water companies provide us with the right to receive a proportionate share of water from each of the water companies. We believe water is a natural resource that is critical to economic growth in the western United States and firm, reliable water rights are essential to our sustainable business practices.
Biggest changeWe believe water is a natural resource that is critical to economic growth in the western United States and firm, reliable water rights are essential to our sustainable business practices. Consequently, we have long been a private steward and advocate of prudent and efficient water management.
Our Windfall Farms property located in San Luis Obispo County, California obtains water from wells that derive water from the Paso Robles Basin (aquifer). Our farming operations in Yuma, Arizona source water from the Colorado River through the YMIDD, where we have access to approximately 11,700 acre-feet of Class 3 Colorado River water rights.
Our Windfall Farms property located in San Luis Obispo County, California obtains water from wells that derive water from the Paso Robles Basin (aquifer). Our farming operations in Yuma, Arizona source water from the Colorado River through the YMIDD, where we have access to approximately 11,500 acre-feet of Class 3 Colorado River water rights.
These properties are in various stages of development for up to approximately 800 residential units. 28 Water and Mineral Rights Our water resources include water rights, usage rights and pumping rights to the water in aquifers under, and canals that run through, the land we own.
These properties are in various stages of development for up to approximately 800 units. Water and Mineral Rights Our water resources include water rights, usage rights and pumping rights to the water in aquifers under, and canals that run through, the land we own.
Water for our farming operations located in Ventura County, California is sourced from the existing water resources associated with our land, which includes approximately 8,600 acre-feet of adjudicated water rights in the Santa Paula Basin (aquifer) and the un-adjudicated Fillmore Basin (aquifer).
Water for our farming operations located in Ventura County, California is sourced from the existing water resources associated with our land, which includes approximately 8,500 acre-feet of water rights in the adjudicated Santa Paula Basin (aquifer) and additional rights in the un-adjudicated Fillmore Basin (aquifer).
We own and maintain 240 residential units in Ventura County that we lease to our employees, former employees and outside tenants and we own several commercial office buildings and properties that are leased to various tenants. We own and have equity investments in real estate development property in Ventura County, California.
We own and maintain 238 residential housing units located in Ventura County, California, that we lease to our employees, former employees and outside tenants and we own several commercial office buildings and properties that are leased to various tenants. We own and have equity investments in real estate development property in Ventura County, California.
Our agribusiness land holdings are summarized below as of October 31, 2024 ($ in thousands): Ranch Name Acres Book Value Acquisition Date Book Value per Acre Limoneira/Olivelands Ranch 1,700 $ 767 1907, 1913, 1920 $ 451 La Campana Ranch 300 758 1964 $ 2,527 Orchard Farm Ranch 1,100 3,240 1990 $ 2,945 Rancho La Cuesta Ranch 200 2,899 1994 $ 14,495 Windfall Farms 700 16,162 2009 $ 23,089 Associated Citrus Packers 1,300 14,500 2013 $ 11,154 Pan de Azucar 200 2,249 2017 $ 11,244 San Pablo 3,300 5,480 2018 $ 1,661 Santa Clara 1,200 8,600 2019 $ 7,167 Other land 500 816 various $ 1,632 Total land holdings 10,500 $ 55,471 We own our packing facilities located in Santa Paula, California and Yuma, Arizona, where we process and pack our lemons as well as lemons for other growers.
Our agribusiness land holdings are summarized below as of October 31, 2025 ($ in thousands): Ranch Name Acres Book Value Acquisition Date Book Value per Acre Limoneira/Olivelands Ranch 1,700 $ 767 1907, 1913, 1920 $ 451 La Campana Ranch 300 758 1964 $ 2,527 Orchard Farm Ranch 1,100 3,240 1990 $ 2,945 Rancho La Cuesta Ranch 200 2,899 1994 $ 14,495 Limco Del Mar 200 16,027 2025 $ 80,136 Windfall Farms 700 16,162 2009 $ 23,089 Associated Citrus Packers 1,300 14,500 2013 $ 11,154 Pan de Azucar 200 2,295 2017 $ 11,474 San Pablo 3,300 5,593 2018 $ 1,695 Santa Clara 1,200 8,600 2019 $ 7,167 Other land 300 816 various $ 2,720 Total land holdings 10,500 $ 71,657 We own our packing facilities located in Santa Paula, California and Yuma, Arizona, where we process and pack our lemons as well as lemons for other growers.
Consequently, we have long been a private steward and advocate of prudent and efficient water management. We have made substantial investments in securing water and water rights in quantities that are sufficient to support and, we believe will exceed, our long-term business objectives. We strive to follow best management practices for the diversion, conveyance, distribution and use of water.
We have made substantial investments in securing water and water rights in quantities that are sufficient to support and, we believe, will exceed, our long-term business objectives. We strive to follow best management practices for the diversion, conveyance, distribution and use of water.
The Association is a not-for-profit, mutual benefit corporation, which represents the interests of all overlying landowners with rights to extract groundwater from the Santa Paula Basin and the City of Santa Paula. We are a member of the Association and membership is governed by the Association’s Bylaws.
The Association is a not-for-profit, mutual benefit corporation, which represents the interests of all overlying landowners with rights to extract groundwater from the Santa Paula Basin and the City of Santa Paula.
Item 2. Properties Real Estate We own our corporate headquarters in Santa Paula, California. We own approximately 4,300 acres of farm land in California, 1,300 acres in Yuma, Arizona, 3,500 acres in La Serena, Chile and 1,200 acres in Jujuy, Argentina. We also have an interest in a partnership that owns approximately 200 acres of land.
Item 2. Properties Real Estate We own our corporate headquarters in Santa Paula, California. We own approximately 4,500 acres of farmland in California, 1,300 acres in Yuma, Arizona, 3,500 acres in La Serena, Chile and 1,200 acres in Jujuy, Argentina.
Our California water resources include approximately 11,400 acre-feet of water affiliated with our owned properties, of which approximately 8,600 acre-feet are adjudicated. Our Yuma, Arizona water resources include approximately 11,700 acre-feet of water sourced from the Colorado River. We own shares in various not-for-profit mutual benefit water companies.
We are a member of the Association and membership is governed by the Association’s Bylaws. 30 Our California water resources include approximately 11,100 acre-feet of water affiliated with our owned properties, of which approximately 8,500 acre-feet are adjudicated. Our Yuma, Arizona water resources include approximately 11,500 acre-feet of water sourced from the Colorado River.
The land used for agricultural plantings consists of approximately 3,400 acres of lemons, approximately 1,400 acres of avocados, approximately 100 acres of oranges and approximately 400 acres of wine grapes. We believe that our properties are generally suitable to meet our production needs for the foreseeable future.
We believe that our properties are generally suitable to meet our production needs for the foreseeable future.
Added
The land used for agricultural plantings consists of approximately 3,100 acres of lemons, 1,500 acres of avocados, 100 acres of oranges and 400 acres of wine grapes. The Pan de Azucar and San Pablo farmland were classified as assets held for sale as of October 31, 2025 and sold November 7, 2025.
Added
We own shares in various not-for-profit mutual benefit water companies. Our investments in these water companies provide us with the right to receive a proportionate share of water from each of the water companies.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe disclosure called for by Part I, Item 3 regarding our legal proceedings is incorporated by reference herein from Note 18 – Commitments and Contingencies of the Notes to Consolidated Financial Statements in this Annual Report. Item 4. Mine Safety Disclosures Not applicable. 29 PART II
Biggest changeThe disclosure called for by Part I, Item 3 regarding our legal proceedings is incorporated by reference herein from Note 17 – Commitments and Contingencies of the Notes to Consolidated Financial Statements in this Annual Report. Item 4. Mine Safety Disclosures Not applicable. 31 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+2 added−1 removed2 unchanged
Biggest changePurchases of Equity Securities by Issuer and Affiliated Purchasers Period Total Number of Shares Purchased (1) Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs August 1, 2024 - August 31, 2024 — $ — — — September 1, 2024 - September 30, 2024 — $ — — — October 1, 2024 - October 31, 2024 18,730 $ 25.64 — — Total 18,730 — — (1) Shares were acquired from employees in accordance with our stock-based compensation plan as a result of share withholdings to pay income tax related to the vesting and distribution of restricted stock awards. 31 Item 6.
Biggest changeRecent Sales of Unregistered Securities None. 33 Purchases of Equity Securities by Issuer and Affiliated Purchasers Period Total Number of Shares Purchased (1) Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) August 1, 2025 - August 31, 2025 — $ — — — September 1, 2025 - September 30, 2025 — $ — — — October 1, 2025 - October 31, 2025 22,395 $ 14.13 — — Total 22,395 — — (1) Shares were acquired from employees in accordance with our stock-based compensation plan as a result of share withholdings to pay income tax related to the vesting and distribution of restricted stock awards.
Dividend 2024 Fourth Quarter Ended October 31, 2024 $ 0.075 Third Quarter Ended July 31, 2024 $ 0.075 Second Quarter Ended April 30, 2024 $ 0.075 First Quarter Ended January 31, 2024 $ 0.075 2023 Fourth Quarter Ended October 31, 2023 $ 0.075 Third Quarter Ended July 31, 2023 $ 0.075 Second Quarter Ended April 30, 2023 $ 0.075 First Quarter Ended January 31, 2023 $ 0.075 In December 2024, we declared our quarterly dividend of $0.075 per common share and we expect to continue to pay quarterly dividends at a similar rate to the extent permitted by the financial results of our business and other factors beyond management’s control. 30 *$100 invested on 10/31/19 in stock or index, including reinvestment of dividends.
Dividend 2025 Fourth Quarter Ended October 31, 2025 $ 0.075 Third Quarter Ended July 31, 2025 $ 0.075 Second Quarter Ended April 30, 2025 $ 0.075 First Quarter Ended January 31, 2025 $ 0.075 2024 Fourth Quarter Ended October 31, 2024 $ 0.075 Third Quarter Ended July 31, 2024 $ 0.075 Second Quarter Ended April 30, 2024 $ 0.075 First Quarter Ended January 31, 2024 $ 0.075 In December 2025, we declared a quarterly dividend of $0.075 per common share and we expect to continue to pay quarterly dividends at a similar rate to the extent permitted by the financial results of our business and other factors beyond management’s control. 32 *$100 invested on 10/31/20 in stock or index, including reinvestment of dividends.
Fiscal year ending October 31. Copyright© 2024 S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved. Copyright© 2024 Russell Investment Group. All rights reserved.
Fiscal year ending October 31. Copyright© 2025 S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved. Copyright© 2025 Russell Investment Group. All rights reserved.
Holders On November 30, 2024, there were approximately 220 registered holders of our common stock. The number of registered holders includes banks and brokers who act as nominees, each of whom may represent more than one stockholder. Dividends The following table presents cash dividends per common share declared and paid in the periods shown.
Holders On November 28, 2025, there were 227 registered holders of our common stock. The number of registered holders includes banks and brokers who act as nominees, each of whom may represent more than one stockholder. Dividends The following table presents cash dividends per common share declared and paid in the periods shown.
Removed
Food Producers Index, assuming reinvestment of dividends. Recent Sales of Unregistered Securities None.
Added
(2) In March 2025, our Company's Board of Directors approved a share repurchase program authorizing us to repurchase up to $30.0 million of our outstanding shares of common stock. The share repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase shares of the common stock.
Added
No shares were repurchased under this program as of October 31, 2025. Item 6. Reserved

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

71 edited+12 added−13 removed23 unchanged
Biggest changeSee Note 21 - Segment Information for additional information regarding our operating segments. 36 Segment information for fiscal year 2024 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 119,044 $ 17,131 $ — $ 25,114 $ 24,634 $ 185,923 $ 5,580 $ 191,503 Intersegment revenue — 32,127 (32,127) — — — — — Total net revenues 119,044 49,258 (32,127) 25,114 24,634 185,923 5,580 191,503 Costs and expenses 116,308 42,751 (32,127) 7,334 23,424 157,690 31,617 189,307 Depreciation and amortization — — — — — 7,117 1,257 8,374 Operating (loss) income $ 2,736 $ 6,507 $ — $ 17,780 $ 1,210 $ 21,116 $ (27,294) $ (6,178) Segment information for fiscal year 2023 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 117,445 $ 20,573 $ — $ 7,046 $ 29,317 $ 174,381 $ 5,520 $ 179,901 Intersegment revenue — 31,081 (31,081) — — — — — Total net revenues 117,445 51,654 (31,081) 7,046 29,317 174,381 5,520 179,901 Costs and expenses (gains) 117,602 45,689 (31,081) 4,034 25,602 161,846 (1,304) 160,542 Depreciation and amortization — — — — — 7,323 1,253 8,576 Operating income (loss) $ (157) $ 5,965 $ — $ 3,012 $ 3,715 $ 5,212 $ 5,571 $ 10,783 Fiscal Year 2024 Segment Information Compared to Fiscal Year 2023 Segment Information The following analysis should be read in conjunction with the previous section “Results of Operations.” Fresh Lemons Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products, brokered lemons and other lemon revenue.
Biggest changeSegment information for fiscal year 2025 is as follows (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 75,811 $ 49,147 $ 11,741 $ 16,986 $ 153,685 $ 6,038 $ 159,723 Costs and expenses, excluding depreciation and amortization: Labor and benefits — 19,820 — — 19,820 — 19,820 Packing supplies and fruit treatments — 13,799 — — 13,799 — 13,799 Harvest costs 7,777 — 1,385 333 9,495 — 9,495 Growing costs 8,884 — 4,621 4,005 17,510 — 17,510 Third party grower and supplier costs 60,928 — — 9,140 70,068 70,068 Other segment items — 13,762 — 2,113 15,875 3,786 19,661 Gain on sales of water rights — — — — — (1,488) (1,488) Loss on disposal of assets, net — — — — — 706 706 Gain on remeasurement of previously held equity method investment — — — — — (2,852) (2,852) Selling, general and administrative — — — — — 24,200 24,200 Total costs and expenses, excluding depreciation and amortization 77,589 47,381 6,006 15,591 146,567 24,352 170,919 Depreciation and amortization — — — — 8,243 966 9,209 Operating (loss) income $ (1,778) $ 1,766 $ 5,735 $ 1,395 $ (1,125) $ (19,280) $ (20,405) Segment information for fiscal year 2024 is as follows (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 86,917 $ 49,258 $ 25,114 $ 24,634 $ 185,923 $ 5,580 $ 191,503 Costs and expenses, excluding depreciation and amortization: Labor and benefits — 16,841 — — 16,841 — 16,841 Packing supplies and fruit treatments — 10,902 — — 10,902 — 10,902 Harvest costs 8,877 — 3,058 650 12,585 — 12,585 Growing costs 10,258 — 4,276 13,043 27,577 — 27,577 Third party grower and supplier costs 65,046 — — 7,130 72,176 — 72,176 Other segment items — 15,008 — 2,601 17,609 4,605 22,214 Impairment of intangible asset — — — — — 643 643 Gain on disposal of assets, net — — — — — (507) (507) Selling, general and administrative — — — — — 26,876 26,876 Costs and expenses, excluding depreciation and amortization: 84,181 42,751 7,334 23,424 157,690 31,617 189,307 Depreciation and amortization — — — — 7,117 1,257 8,374 Operating (loss) income $ 2,736 $ 6,507 $ 17,780 $ 1,210 $ 21,116 $ (27,294) $ (6,178) 39 Fiscal Year 2025 Segment Information Compared to Fiscal Year 2024 Segment Information The following analysis should be read in conjunction with the previous section “Results of Operations.” Fresh Lemons Fresh lemons segment revenue is comprised of sales of fresh lemons net of pack charge, lemon by-products, brokered lemons and other lemon revenue.
Raw materials needed to propagate the various crops grown by us consist primarily of fertilizer, herbicides, insecticides, fuel and water, all of which are readily available from local sources. Material contractual obligations arising in the normal course of business consist primarily of purchase obligations, long-term fixed rate and variable rate debt and related interest payments and operating and finance leases.
Raw materials needed to propagate the various crops grown by us consist primarily of fertilizer, herbicides, insecticides, fuel and water, all of which are readily available from local sources. Material contractual obligations arising in the normal course of business consist primarily of purchase obligations, long-term variable rate debt and related interest payments and operating and finance leases.
Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those presented under “Risk Factors” included in Item 1A and elsewhere in this Annual Report on Form 10-K. This section generally discusses the results of operations for fiscal year 2024 compared to fiscal year 2023.
Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those presented under “Risk Factors” included in Item 1A and elsewhere in this Annual Report on Form 10-K. This section generally discusses the results of operations for fiscal year 2025 compared to fiscal year 2024.
Our liquidity and capital position fluctuates during the year depending on seasonal production cycles, weather events and demand for our products. Typically, our first and last fiscal quarters coincide with the fall and winter months during which we are growing crops that are harvested and sold in the spring and summer, which are our second and third quarters.
Our liquidity and capital position fluctuate during the year depending on seasonal production cycles, weather events and demand for our products. Typically, our first and last fiscal quarters coincide with the fall and winter months during which we are growing crops that are harvested and sold in the spring and summer, which are our second and third quarters.
Dividends The holders of the Series B Convertible Preferred Stock (the “Series B Stock”) and the Series B-2 Preferred Stock (the “Series B-2 Preferred Stock”) are entitled to receive cumulative cash dividends. Such preferred dividends paid totaled $0.5 million in each of the fiscal years 2024 and 2023.
Dividends The holders of the Series B Convertible Preferred Stock (the “Series B Stock”) and the Series B-2 Preferred Stock (the “Series B-2 Preferred Stock”) are entitled to receive cumulative cash dividends. Such preferred dividends paid totaled $0.5 million in each of the fiscal years 2025 and 2024.
Cash dividends declared in each of the fiscal years 2024 and 2023 totaled $0.30 per common share and such dividends paid totaled $5.4 million for both fiscal years 2024 and 2023. Income Taxes We paid income taxes of $5.2 million and $7.2 million for fiscal years 2024 and 2023, respectively.
Cash dividends declared in each of the fiscal years 2025 and 2024 totaled $0.30 per common share and such dividends paid totaled $5.4 million for both fiscal years 2025 and 2024. Income Taxes We paid income taxes of $0.7 million and $5.2 million for fiscal years 2025 and 2024, respectively.
No impairment loss has been recognized on any real estate development and no other-than-temporary-impairment has been recognized on our equity in LLCB or LLCB II, for fiscal years 2024, 2023 and 2022. 41 The impairment calculation for real estate developments held by us compares the carrying value of the asset to the asset’s estimated future cash flows (undiscounted).
No impairment loss has been recognized on any real estate development and no other-than-temporary-impairment has been recognized on our equity in LLCB or LLCB II, for fiscal years 2025, 2024 and 2023. The impairment calculation for real estate developments held by us compares the carrying value of the asset to the asset’s estimated future cash flows (undiscounted).
To meet working capital demand and investment requirements of our agribusiness and real estate development projects and to supplement operating cash flows, we utilize our revolving credit facility to fund agricultural inputs and farm management practices until sufficient returns from crops allow us to repay amounts borrowed.
To meet working capital demand and investment requirements of our agribusiness and real estate development projects and to supplement operating cash flows, we utilize our revolving credit facility to fund agricultural inputs until sufficient returns from crops allow us to repay amounts borrowed.
Our current operations consist of fruit production, sales and marketing, rental operations, real estate and capital investment activities. We have three business divisions: agribusiness, rental operations and real estate development. The agribusiness division is comprised of four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness, which primarily includes oranges, specialty citrus, other crops and farm management services.
Our operations consist of fruit production, sales and marketing, rental operations, real estate and capital investment activities. We have three business divisions: agribusiness, rental operations and real estate development. The agribusiness division is comprised of four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness, which primarily includes oranges, specialty citrus, wine grapes and farm management services.
The tax provision recorded for fiscal year 2024 differs from the U.S. federal statutory tax rate of 21.0% primarily due to foreign jurisdictions that are taxed at different rates, state taxes, tax impact of stock-based compensation, executive compensation, nondeductible tax items and valuation allowances on certain deferred tax assets of foreign subsidiaries.
The tax benefit recorded for fiscal year 2025 differs from the U.S. federal statutory tax rate of 21.0% primarily due to foreign jurisdictions that are taxed at different rates, state taxes, tax impact of stock-based compensation, executive compensation, nondeductible tax items and valuation allowances on certain deferred tax assets of foreign subsidiaries.
For discussion related to the results of operations and changes in financial condition for fiscal year 2023 compared to fiscal year 2022 refer to Part II, Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations in our fiscal year 2023 Form 10-K, which was filed with the United States Securities and Exchange Commission (SEC) on December 21, 2023.
For discussion related to the results of operations and changes in financial condition for fiscal year 2024 compared to fiscal year 2023 refer to Part II, Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations in our fiscal year 2024 Form 10-K, which was filed with the United States Securities and Exchange Commission (SEC) on December 23, 2024.
See Note 11 - Long-Term Debt and Note 13 - Leases for amounts outstanding as of October 31, 2024, related to debt and leases. Purchase obligations consist of contracts primarily related to packing supplies, the majority of which are due in the next three years.
See Note 11 - Long-Term Debt and Note 12 - Leases for amounts outstanding as of October 31, 2025, related to debt and leases. Purchase obligations consist of contracts primarily related to packing supplies, the majority of which are due in the next three years.
The agribusiness division includes our core operations of farming, harvesting, lemon packing and lemon sales operations. The rental operations division includes our residential and commercial rentals comprised of 240 completed rental units, leased land operations and organic recycling. The real estate development division includes our investments in real estate development projects.
The agribusiness division includes our core operations of farming, harvesting, lemon packing and lemon sales operations. The rental operations division includes our residential and commercial rentals, leased land operations and organic recycling. The real estate development division includes our investments in real estate development projects.
Our other agribusiness costs and expenses for fiscal year 2024 were $23.4 million compared to $25.6 million for fiscal year 2023.
Our other agribusiness costs and expenses for fiscal year 2025 were $15.6 million compared to $23.4 million for fiscal year 2024.
Total agribusiness depreciation and amortization expenses for fiscal year 2024 were $7.1 million compared to $7.3 million for fiscal year 2023. Corporate and Other Our corporate and other operations revenues for fiscal year 2024 were $5.6 million compared to $5.5 million for fiscal year 2023.
Total agribusiness depreciation and amortization expenses for fiscal year 2025 were $8.2 million compared to $7.1 million for fiscal year 2024. Corporate and Other Our corporate and other operations revenues for fiscal year 2025 were $6.0 million compared to $5.6 million for fiscal year 2024.
Depreciation and amortization expenses for were $1.3 million for both fiscal years 2024 and 2023. 38 Liquidity and Capital Resources Overview Our primary sources of liquidity are cash and cash flows generated from our operations, use of our revolving credit facility, sales of assets and distributions from our equity investments.
Depreciation and amortization expenses for fiscal year 2025 were $1.0 million compared to $1.3 million for fiscal year 2024. Liquidity and Capital Resources Overview Our primary sources of liquidity are cash and cash flows generated from our operations, use of our revolving credit facility, sales of assets and distributions from our equity investments.
Costs and expenses associated with our fresh lemons segment include growing costs, harvest costs, cost of lemons we procure from third-party growers and suppliers. Our fresh lemons segment costs and expenses for fiscal year 2024 were $116.3 million compared to $117.6 million for fiscal year 2023.
Costs and expenses associated with our fresh lemons segment include growing costs, harvest costs and cost of lemons we procure from third-party growers and suppliers. Our fresh lemons segment costs and expenses for fiscal year 2025 were $77.6 million compared to $84.2 million for fiscal year 2024.
We packed and sold 4.5 million and 4.8 million cartons of lemons at average per carton costs of $9.60 and $9.61 for fiscal years 2024 and 2023, respectively. • Harvest costs: The decrease in harvest costs for fiscal year 2024 compared to fiscal year 2023 was primarily due to decreased volume of lemons harvested related to the sale of the Northern Properties, partially offset by increased volume of avocados harvested. • Growing costs: Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation.
We packed and sold 4.7 million and 4.5 million cartons of lemons at average per carton costs of $10.03 and $9.60 for fiscal years 2025 and 2024, respectively. • Harvest costs: The decrease in harvest costs for fiscal year 2025, compared to fiscal year 2024. was primarily due to decreased volume of lemons and avocados harvested. • Growing costs: Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation.
Other revenue for fiscal year 2024 was similar compared to fiscal year 2023. Other operations revenue for fiscal year 2024 was $5.6 million compared to $5.5 million for fiscal year 2023. Costs and Expenses Total costs and expenses for fiscal year 2024 were $197.7 million compared to $169.1 million for fiscal year 2023.
Other operations revenue for fiscal year 2025 was $6.0 million, compared to $5.6 million for fiscal year 2024. Costs and Expenses Total costs and expenses for fiscal year 2025 were $180.1 million, compared to $197.7 million for fiscal year 2024.
Our effective tax rate for fiscal years 2024 and 2023 was 37.9% and 31.8%, respectively. Net Loss Attributable to Noncontrolling Interest Net loss attributable to noncontrolling interest represents 10% and 49% of the net loss of PDA and Trapani Fresh, respectively, for fiscal years 2024 and 2023.
Our effective tax rate for fiscal years 2025 and 2024 was 22.1% and 37.9%, respectively. Net Loss Attributable to Noncontrolling Interests, Net Net loss attributable to noncontrolling interests represents 10% and 49% of the net loss of PDA and Trapani Fresh, respectively, for fiscal years 2025 and 2024.
Fresh lemon sales were $84.0 million and $86.8 million, in aggregate, on 4.5 million and 4.8 million cartons of lemons sold at average per carton prices of $18.87 and $18.24 for fiscal years 2024 and 2023, respectively.
Fresh carton sales were $83.8 million and $84.0 million, in aggregate, on 4.7 million and 4.5 million cartons of lemons sold at average per carton prices of $17.74 and $18.87 for fiscal years 2025 and 2024, respectively.
Costs and expenses associated with our lemon packing segment consist of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, subcontracted and facility operating costs. Our lemon packing costs and expenses for fiscal year 2024 were $42.8 million compared to $45.7 million for fiscal year 2023.
Our lemon packing segment total net revenues for fiscal year 2025 were $49.1 million compared to $49.3 million for fiscal year 2024. Costs and expenses associated with our lemon packing segment consist of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, subcontracted and facility operating costs.
The decrease for fiscal year 2024, compared to fiscal year 2023, was primarily due to farm management decisions based on weather, harvest timing and crop conditions. • Third-party grower and supplier costs: We sell fruit that we grow and fruit that we procure from other growers and suppliers.
The decrease for fiscal year 2025, compared to fiscal year 2024, was primarily due to the decrease in farm management growing costs related to the FMA termination and farm management decisions made in response to weather, harvest timing and crop conditions. 37 • Third-party grower and supplier costs: We sell fruit that we grow and fruit that we procure from other growers and suppliers.
Other Agribusiness Our other agribusiness segment total net revenues for fiscal year 2024 were $24.6 million compared to $29.3 million for fiscal year 2023.
Other Agribusiness Our other agribusiness segment total net revenues for fiscal year 2025 were $17.0 million compared to $24.6 million for fiscal year 2024.
Other Income Total other income for fiscal year 2024 was $17.7 million compared to $2.6 million for fiscal year 2023.
Other (Expense) Income Total other (expense) income for fiscal year 2025 was $(0.6) million compared to $17.7 million for fiscal year 2024.
Cash Flows from Operating Activities Net cash provided by (used in) operating activities was $17.9 million and $(15.9) million for fiscal years 2024 and 2023, respectively. The significant components of our cash flows provided by (used in) operating activities were as follows: • Net income was $7.2 million and $9.1 million for fiscal years 2024 and 2023, respectively.
The significant components of our cash flows (used in) provided by operating activities were as follows: • Net (loss) income was $(16.4) million and $7.2 million for fiscal years 2025 and 2024, respectively.
While we are frequently in discussions with potential external sources of capital in respect to all of our development projects, current market conditions for California real estate projects make it difficult to predict the timing and amounts of future capital that will be required to complete the development of our projects. 40 In November 2015, we entered into a joint venture with Lewis for the residential development of our East Area I real estate development project.
While we are frequently in discussions with potential external sources of capital in respect to all of our development projects, current market conditions for California real estate projects make it difficult to predict the timing and amounts of future capital that will be required to complete the development of our projects.
The 9% decrease of $2.2 million was primarily due to: • Purchased and supplier fruit costs decrease of $3.0 million; • Shipping costs decrease of $0.3 million; • Growing costs increase of $0.9 million; and • Harvest costs increase of $0.2 million.
The 33% decrease of $7.8 million was primarily due to: • Growing costs decrease of $9.0 million; • Shipping costs decrease of $0.5 million; • Harvest costs decrease of $0.3 million; and • Brokered fruit costs increase of $2.0 million.
Costs and expenses associated with our avocados segment include growing and harvest costs. Our avocados segment costs and expenses for fiscal year 2024 were $7.3 million compared to $4.0 million for fiscal year 2023. The 82% increase of $3.3 million primarily consisted of the following: • Harvest costs increase of $2.3 million; and • Growing costs increase of $1.0 million.
Costs and expenses associated with our avocados segment include growing and harvest costs. Our avocados segment costs and expenses for fiscal year 2025 were $6.0 million compared to $7.3 million for fiscal year 2024. The 18% decrease of $1.3 million was primarily due to: • Harvest costs decrease of $1.7 million; and • Growing costs increase of $0.4 million.
Other operations expenses for fiscal year 2024 were $5.3 million compared to $4.6 million for fiscal year 2023. The increase in other operations expenses was primarily due to severance benefits paid in fiscal year 2024 and increased residential and commercial rental expenses.
Other operations expenses for fiscal year 2025 were $4.5 million compared to $5.3 million for fiscal year 2024. The decrease in other operations expenses was primarily due to severance benefits paid in fiscal year 2024 and decreased residential and commercial rental expenses. Impairment of intangible asset was $0.6 million for fiscal year 2024.
The components of net income for fiscal year 2024, compared to net income for fiscal year 2023, primarily consists of a decrease in operating income of $17.0 million and an increase in total other income of $15.1 million. • Adjustments to reconcile net income to net cash provided by (used in) operating activities: ◦ Adjustments provided (used) $9.0 million and $(22.5) million for fiscal years 2024 and 2023, respectively, primarily related to depreciation and amortization, gain on disposal of assets, net, stock compensation expense, equity in earnings of investments, net and cash distributions from equity investments. ◦ Changes in operating assets and liabilities provided by (used in) $1.7 million and $(2.5) million of operating cash for fiscal years 2024 and 2023, respectively, primarily related to cultural costs, accounts payable/growers and suppliers payable, accrued liabilities/payables to related parties, and other long-term liabilities.
The components of net loss for fiscal year 2025, compared to net income for fiscal year 2024, primarily consists of an increase in operating loss of $14.2 million, a decrease in total other income of $18.3 million and an increase in income tax benefit of $9.0 million. • Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: ◦ Adjustments provided $15.2 million and $9.0 million for fiscal years 2025 and 2024, respectively, primarily related to depreciation and amortization, gain on remeasurement of previously held equity method investment, gain on sales of water rights, stock compensation expense, equity in earnings of investments, net, cash distributions from equity investments and deferred income taxes. ◦ Changes in operating assets and liabilities used $4.9 million and provided $1.7 million of operating cash for fiscal years 2025 and 2024, respectively, primarily related to accounts payable/growers and suppliers payable, accrued liabilities/payables to related parties, income taxes receivable and other long-term liabilities.
Recent Developments – Refer to Part I, Item 1 “Fiscal Year 2024 Highlights and Recent Developments” 32 Results of Operations The following table shows the results of operations ($ in thousands): Years Ended October 31, 2024 2023 2022 Net revenues: Agribusiness $ 185,923 97 % $ 174,381 97 % $ 179,281 97 % Other operations 5,580 3 % 5,520 3 % 5,324 3 % Total net revenues 191,503 100 % 179,901 100 % 184,605 100 % Costs and expenses: Agribusiness 164,807 83 % 169,169 99 % 160,651 88 % Other operations 5,274 3 % 4,612 3 % 4,438 2 % Impairment of intangible asset 643 1 % — — % — — % Gain on disposal of assets, net (507) (1) % (28,849) (17) % (4,500) (2) % Gain on legal settlement — — % (2,269) (1) % — — % Selling, general and administrative 27,464 14 % 26,455 16 % 21,815 12 % Total costs and expenses 197,681 100 % 169,118 100 % 182,404 100 % Operating (loss) income: Agribusiness 21,116 5,212 18,630 Other operations 306 908 886 Impairment of intangible asset (643) — — Gain on disposal of assets, net 507 28,849 4,500 Gain on legal settlement — 2,269 — Selling, general and administrative (27,464) (26,455) (21,815) Operating (loss) income (6,178) 10,783 2,201 Other income (expense): Interest income 118 364 53 Interest expense, net of patronage dividends (961) (494) (2,291) Equity in earnings of investments, net 18,356 5,322 1,341 Other income (expense), net 212 (2,611) (955) Total other income (expense) 17,725 2,581 (1,852) Income before income tax provision 11,547 13,364 349 Income tax provision (4,373) (4,247) (823) Net income (loss) 7,174 9,117 (474) Net loss attributable to noncontrolling interest 542 283 238 Net income (loss) attributable to Limoneira Company $ 7,716 $ 9,400 $ (236) Non-GAAP Financial Measures Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, which excludes stock-based compensation, named executive officer cash severance, pension settlement cost, impairment of intangible asset, gain on disposal of assets, net, cash bonus related to sale of assets, gain on legal settlement and severance benefits are important measures to evaluate our results of operations between periods on a more comparable basis.
Recent Developments – Refer to Part I, Item 1 “Fiscal Year 2025 Highlights and Recent Developments” 34 Results of Operations The following table shows the results of operations (in thousands): Years Ended October 31, 2025 2024 2023 Net revenues: Agribusiness $ 153,685 96 % $ 185,923 97 % $ 174,381 97 % Other operations 6,038 4 % 5,580 3 % 5,520 3 % Total net revenues 159,723 100 % 191,503 100 % 179,901 100 % Costs and expenses: Agribusiness 154,810 86 % 164,807 83 % 169,169 99 % Other operations 4,477 2 % 5,274 3 % 4,612 3 % Impairment of intangible asset — — % 643 1 % — — % Gain on sales of water rights (1,488) (1) % — — % — — % Loss (gain) on disposal of assets, net 706 1 % (507) (1) % (28,849) (17) % Gain on remeasurement of previously held equity method investment (2,852) (2) % — — % — — % Gain on legal settlement — — % — — % (2,269) (1) % Selling, general and administrative 24,475 14 % 27,464 14 % 26,455 16 % Total costs and expenses 180,128 100 % 197,681 100 % 169,118 100 % Operating (loss) income: Agribusiness (1,125) 21,116 5,212 Other operations 1,561 306 908 Impairment of intangible asset — (643) — Gain on sales of water rights 1,488 — — (Loss) gain on disposal of assets, net (706) 507 28,849 Gain on remeasurement of previously held equity method investment 2,852 — — Gain on legal settlement — — 2,269 Selling, general and administrative (24,475) (27,464) (26,455) Operating (loss) income (20,405) (6,178) 10,783 Other (expense) income: Interest income 62 118 364 Interest expense, net of patronage dividends (1,553) (961) (494) Equity in earnings of investments, net 798 18,356 5,322 Other income (expense), net 93 212 (2,611) Total other (expense) income (600) 17,725 2,581 (Loss) income before income tax benefit (provision) (21,005) 11,547 13,364 Income tax benefit (provision) 4,649 (4,373) (4,247) Net (loss) income (16,356) 7,174 9,117 Net loss attributable to noncontrolling interests, net 375 542 283 Net (loss) income attributable to Limoneira Company $ (15,981) $ 7,716 $ 9,400 35 Non-GAAP Financial Measures Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, which excludes stock-based compensation, pension settlement cost, impairment of intangible asset, loss (gain) on disposal of assets, net, cash bonus related to sale of assets, gain on legal settlement, cash severance benefits, contract termination fee and gain on remeasurement of previously held equity method investment are important measures to evaluate our results of operations between periods on a more comparable basis.
Income Taxes We recorded an income tax provision of $4.4 million and $4.2 million on pre-tax income of $11.5 million and $13.4 million for fiscal years 2024 and 2023, respectively.
Income Taxes We recorded an income tax benefit (provision) of $4.6 million and $(4.4) million on pre-tax (loss) income of $(21.0) million and $11.5 million for fiscal years 2025 and 2024, respectively.
The 16% decrease of $4.7 million was primarily due to: • Specialty citrus and other crops revenues decrease of $4.4 million; • Orange revenues decrease of $0.6 million; and • Farm management revenues increase of $0.3 million. Costs and expenses associated with our other agribusiness segment include growing costs, harvest costs, purchased fruit costs and shipping costs.
The 31% decrease of $7.6 million was primarily due to: • Farm management revenue decrease of $8.6 million; • Specialty citrus and wine grape revenues decrease of $1.1 million; • Other revenue decrease of $0.5 million; and • Orange revenue increase of $2.6 million. 40 Costs and expenses associated with our other agribusiness segment include growing costs, harvest costs, brokered fruit costs and shipping costs.
The $15.1 million increase in total other income was primarily due to: • $13.0 million increase of equity in earnings of investments, net, primarily due to LLCB’s closing of 554 residential homesites in fiscal year 2024; • $2.8 million increase of other income, net primarily due to pension settlement cost in fiscal year 2023; and • $0.5 million increase of interest expense, net of patronage dividends, primarily due to decreased patronage dividends.
The $18.3 million decrease in total other income was primarily due to: • $17.6 million decrease of equity in earnings of investments, net, primarily due to LLCB’s closing of 554 residential homesites in fiscal year 2024; • $0.6 million increase of interest expense, net of patronage dividends; and • $0.1 million decrease of other income, net.
We sold 280,000 and 292,000 cartons of oranges at an average price per carton of $18.53 and $19.79 for fiscal years 2024 and 2023, respectively. • Specialty citrus and other crops: The decrease for fiscal year 2024, compared to fiscal year 2023, was primarily due to decreased volume, partially offset by higher prices of specialty citrus sold.
We sold 409,000 and 280,000 cartons of oranges at an average price per carton of $18.93 and $18.53 for fiscal years 2025 and 2024, respectively. • Specialty citrus and wine grapes: The decrease for fiscal year 2025, compared to fiscal year 2024, was primarily due to decreased volume of wine grapes sold.
The 1% decrease of $1.3 million was primarily due to: • Harvest costs decrease of $8.5 million; • Growing costs decrease of $7.7 million; • Third-party grower and supplier costs increase of $13.9 million; and • Intersegment costs and expenses increase of $1.0 million. Lemon Packing Lemon packing segment revenue is comprised of packing revenue and intersegment packing revenue.
The 8% decrease of $6.6 million was primarily due to: • Third-party grower and supplier costs decrease of $4.1 million; • Growing costs decrease of $1.4 million; and • Harvest costs decrease of $1.1 million. Lemon Packing Lemon packing segment revenue is comprised of packing revenue and packing and handling revenue.
Such measurements are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be construed as an alternative to reported results determined in accordance with GAAP.
Such measurements are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be construed as an alternative to reported results determined in accordance with GAAP. The non-GAAP information provided is unique to us and may not be consistent with methodologies used by other companies.
The non-GAAP information provided is unique to us and may not be consistent with methodologies used by other companies. 33 EBITDA and adjusted EBITDA are summarized and reconciled to net income (loss) attributable to Limoneira Company which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands): Years Ended October 31, 2024 2023 2022 Net income (loss) attributable to Limoneira Company $ 7,716 $ 9,400 $ (236) Interest income (118) (364) (53) Interest expense, net of patronage dividends 961 494 2,291 Income tax provision 4,373 4,247 823 Depreciation and amortization 8,374 8,576 9,798 EBITDA $ 21,306 $ 22,353 $ 12,623 Stock-based compensation 4,116 3,841 2,732 Named executive officer cash severance — — 432 Pension settlement cost — 2,700 607 Impairment of intangible asset 643 — — Gain on disposal of assets, net (507) (28,849) (4,500) Cash bonus related to sale of assets — 2,000 — Gain on legal settlement — (2,269) — Severance benefits 1,160 — — Adjusted EBITDA $ 26,718 $ (224) $ 11,894 Fiscal Year 2024 Compared to Fiscal Year 2023 Revenues Total net revenues for fiscal year 2024 were $191.5 million compared to $179.9 million for fiscal year 2023.
EBITDA and adjusted EBITDA are summarized and reconciled to net (loss) income attributable to Limoneira Company which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands): Fiscal Year Ended October 31, 2025 2024 2023 Net (loss) income attributable to Limoneira Company $ (15,981) $ 7,716 $ 9,400 Interest income (62) (118) (364) Interest expense, net of patronage dividends 1,553 961 494 Income tax (benefit) provision (4,649) 4,373 4,247 Depreciation and amortization 9,209 8,374 8,576 EBITDA $ (9,930) $ 21,306 $ 22,353 Stock-based compensation 3,077 4,116 3,841 Pension settlement cost — — 2,700 Impairment of intangible asset — 643 — Loss (gain) on disposal of assets, net 706 (507) (28,849) Cash bonus related to sale of assets — — 2,000 Gain on legal settlement — — (2,269) Cash severance benefits 447 1,160 — Contract termination fee 2,100 — — Gain on remeasurement of previously held equity method investment (2,852) — — Adjusted EBITDA $ (6,452) $ 26,718 $ (224) Fiscal Year 2025 Compared to Fiscal Year 2024 Revenues Total net revenues for fiscal year 2025 were $159.7 million, compared to $191.5 million for fiscal year 2024.
Costs and expenses (gains) in our corporate and other operations for fiscal years 2024 and 2023 were $31.6 million and $(1.3) million, respectively, and include selling, general and administrative costs and expenses, impairment of intangible asset, gain on disposal of assets, net and gain on legal settlement not allocated to the operating segments.
Costs and expenses in our corporate and other operations for fiscal years 2025 and 2024 were $24.4 million and $31.6 million, respectively, and include selling, general and administrative costs and expenses, impairment of intangible asset, gain on sales of water rights, loss (gain) on disposal of assets and gain on remeasurement of previously held equity method investment not allocated to the operating segments.
The MLA subjects us to affirmative and restrictive covenants including, among other customary covenants, financial reporting requirements, requirements to maintain and repair any collateral, restrictions on the sale of assets, restrictions on the use of proceeds, prohibitions on the incurrence of additional debt and restrictions on the purchase or sale of major assets of our business.
As of October 31, 2025, our outstanding borrowings under the Revolving Credit Supplement were $72.5 million and we had $41.6 million available to borrow. 42 The MLA subjects us to affirmative and restrictive covenants including, among other customary covenants, financial reporting requirements, requirements to maintain and repair any collateral, restrictions on the sale of assets, restrictions on the use of proceeds, prohibitions on the incurrence of additional debt and restrictions on the purchase or sale of major assets of our business.
To consummate the transaction, we formed LLCB as the development entity, contributed our East Area I property to the joint venture and sold a 50% interest in the joint venture to Lewis for $20.0 million. The first phase of the project broke ground to commence mass grading in November 2017.
In November 2015, we entered into a joint venture with Lewis for the residential development of our East Area I real estate development project. To consummate the transaction, we formed LLCB as the development entity, contributed our East Area I property to the joint venture and sold a 50% interest in the joint venture to Lewis.
We believe our revenue generating operations, distributions from equity investments and credit facilities will generate sufficient cash needed to operate beyond the next 12 months. In addition, we have the ability to control a portion of our investing cash flows to the extent necessary based on our liquidity demands.
We believe our revenue generating operations, distributions from equity investments and credit facilities will generate sufficient cash needed to operate beyond the next 12 months.
We expect to receive approximately $165.0 million from LLCB, LLCB II and East Area II over the next six years of the projects. Trend Information The commodity pricing for our fresh produce, and therefore our revenues and margins, is significantly impacted by consumer demand. The worldwide fresh produce industry has historically enjoyed consistent underlying demand and favorable growth dynamics.
Trend Information The commodity pricing for our fresh produce, and therefore our revenues and margins, is significantly impacted by consumer demand. The worldwide fresh produce industry has historically enjoyed consistent underlying demand and favorable growth dynamics.
Our fresh lemons segment total net revenues for fiscal year 2024 were $119.0 million compared to $117.4 million for fiscal year 2023.
Our fresh lemons segment total net revenues for fiscal year 2025 were $75.8 million compared to $86.9 million for fiscal year 2024.
Segment Results of Operations We operate in four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness. Our reportable operating segments are strategic business units with different products and services, distribution processes and customer bases. We evaluate the performance of our operating segments separately to monitor the different factors affecting financial results.
Fiscal year 2025 includes 45.5% of the net income of Del Mar for the period August 4, 2025 to October 31, 2025. 38 Segment Results of Operations We operate in four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness. Our reportable operating segments are strategic business units with different products and services, distribution processes and customer bases.
If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values, we may be exposed to impairment losses that could be material to our results of operations.
If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values, we may be exposed to impairment losses that could be material to our results of operations. 44 Whenever events or changes in circumstances indicate that the carrying amount of our equity investments in LLCB and LLCB II might not be recoverable, then we determine whether an impairment is other-than-temporary.
Cash Flows from Investing Activities ▪ The $9.2 million of net cash used in investing activities for fiscal year 2024 was comprised primarily of capital expenditures of $9.4 million related to orchard and vineyard development. ▪ The $90.6 million of net cash provided by investing activities for fiscal year 2023 was comprised primarily of net proceeds from sale of assets of $98.5 million, net proceeds from the sale of real estate development assets of $2.6 million, partially offset by capital expenditures of $10.3 million related to orchard and vineyard development.
Cash Flows from Investing Activities ▪ The $18.3 million of net cash used in investing activities for fiscal year 2025 was comprised primarily of capital expenditures of $13.5 million mainly related to orchard development and $4.1 million related to acquiring additional shares of Del Mar. ▪ The $9.2 million of net cash used in investing activities for fiscal year 2024 was comprised primarily of capital expenditures of $9.4 million related to orchard and vineyard development.
Agribusiness costs and expenses are detailed below ($ in thousands): Years Ended October 31, 2024 2023 Change Packing costs $ 42,751 $ 45,689 $ (2,938) (6)% Harvest costs 12,585 18,613 (6,028) (32)% Growing costs 27,577 33,379 (5,802) (17)% Third-party grower and supplier costs 72,176 61,273 10,903 18% Other costs 2,601 2,892 (291) (10)% Depreciation and amortization 7,117 7,323 (206) (3)% Agribusiness costs and expenses $ 164,807 $ 169,169 $ (4,362) (3)% • Packing costs: Packing costs consist primarily of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies and facility operating costs.
Agribusiness costs and expenses are detailed below ($ in thousands): Fiscal Year Ended October 31, 2025 2024 Change Packing costs $ 47,381 $ 42,751 $ 4,630 11% Harvest costs 9,495 12,585 (3,090) (25)% Growing costs 17,510 27,577 (10,067) (37)% Third-party grower and supplier costs 70,068 72,176 (2,108) (3)% Other costs 2,113 2,601 (488) (19)% Depreciation and amortization 8,243 7,117 1,126 16% Agribusiness costs and expenses $ 154,810 $ 164,807 $ (9,997) (6)% • Packing costs: Packing costs consist primarily of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies and facility operating costs.
The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs. The increase for fiscal year 2024, compared to fiscal year 2023, was primarily due to increased volume and higher prices of third-party grower fruit sold.
The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs.
We are also subject to a financial covenant that requires us to maintain compliance with a specific debt service coverage ratio of 1.25:1.0 on an annual basis. We were in compliance as of October 31, 2024. We received annual patronage dividends from the Lender of $0.6 million and $1.4 million for fiscal years 2024 and 2023, respectively.
We were subject to an annual financial covenant that required us to maintain compliance with a specific debt service coverage ratio of 1.0:1.0 for the fiscal year ending October 31, 2025, and 1.25:1.0 for any fiscal year ending thereafter. In September 2025, the Lender modified the annual debt service coverage ratio covenant to defer measurement as of October 31, 2025.
The 6% increase of $11.6 million was primarily due to increased agribusiness revenues from avocados, partially offset by decreased agribusiness revenues from lemons and specialty citrus and other crops, as detailed below ($ in thousands): Years Ended October 31, 2024 2023 Change Lemons $ 136,175 $ 138,018 $ (1,843) (1)% Avocados 25,114 7,046 18,068 256% Oranges 5,189 5,779 (590) (10)% Specialty citrus and other crops 5,089 9,515 (4,426) (47)% Farm management 10,212 9,931 281 3% Other 4,144 4,092 52 1% Agribusiness revenues $ 185,923 $ 174,381 $ 11,542 7% • Lemons: The decrease for fiscal year 2024, compared to fiscal year 2023, was primarily due to decreased volume, partially offset by higher prices of fresh lemons sold.
The 17% decrease of $31.8 million was primarily due to decreased agribusiness revenue from lemons, avocados, wine grapes and farm management, partially offset by increased agribusiness revenues from oranges, as detailed below ($ in thousands): Fiscal Year Ended October 31, 2025 2024 Change Lemons $ 124,958 $ 136,175 $ (11,217) (8)% Avocados 11,741 25,114 (13,373) (53)% Oranges 7,745 5,189 2,556 49% Specialty citrus and wine grapes 4,010 5,089 (1,079) (21)% Farm management 1,622 10,212 (8,590) (84)% Other 3,609 4,144 (535) (13)% Agribusiness revenues $ 153,685 $ 185,923 $ (32,238) (17)% 36 • Lemons: The decrease for fiscal year 2025, compared to fiscal year 2024, was primarily due to lower prices, partially offset by increased volume of fresh and brokered lemons sold and other lemon sales.
The $1.0 million increase was primarily due to: • $0.9 million increase in selling expenses; • $0.7 million increase in legal and consulting fees associated with our strategic initiatives; • $0.1 million net increase in salaries, benefits and incentive compensation; and • $0.7 million net decrease in other selling, general and administrative expenses.
The $3.0 million decrease was primarily due to: • $5.3 million net decrease in salaries, benefits and incentive compensation; • $1.0 million net increase in allowance for receivables from foreign related party, net; and • $1.3 million net increase in other general and administrative expenses.
We formed LLCB II as the development entity, contributed our Retained Property to the joint venture and sold a 50% interest to Lewis for approximately $8.0 million. We recorded a gain on the transaction of approximately $4.7 million, of which $0.5 million was deferred and recognized in fiscal year 2024.
In October 2022, we entered into another joint venture with Lewis for the development of our 17-acre East Area I Retained Property. We formed LLCB II as the development entity, contributed our Retained Property to the joint venture and sold a 50% interest to Lewis for $8.0 million.
Of the 4.5 million and 4.8 million cartons of lemons packed and sold, 3.2 million (72%) and 2.6 million (54%), were procured from third-party growers at average per carton prices of $12.76 and $12.44 for fiscal years 2024 and 2023, respectively.
Of the 4.7 million and 4.5 million cartons of lemons packed and sold, 3.7 million (78%) and 3.2 million (72%) were procured from third-party growers at average per carton prices of $11.55 and $12.76 for fiscal years 2025 and 2024, respectively. • Other costs: The decrease in other costs for fiscal year 2025, compared to fiscal year 2024, was due to decreased freight costs. • Depreciation and amortization: The increase in depreciation and amortization expenses for fiscal year 2025, compared to fiscal year 2024, was primarily due to increases in agribusiness depreciation and amortization of finance leases.
Lemon revenues included brokered lemons and other lemon sales of $32.0 million and $26.2 million, lemon packing of $17.1 million and $20.6 million, and lemon by-product sales of $3.0 million and $3.0 million, respectively, for fiscal years 2024 and 2023.
Lemon revenue included brokered lemons and other lemon sales of $21.6 million and $32.0 million, packing and handling revenue of $17.9 million and $17.1 million, and lemon by-product sales of $1.7 million and $3.0 million for fiscal years 2025 and 2024, respectively. • Avocados: The decrease for fiscal year 2025, compared to fiscal year 2024, was due to decreased volume and lower prices of avocados sold.
The 17% increase of $28.6 million was primarily due to the 2023 net gain on disposal of assets, the 2023 gain on legal settlement and an increase in selling, general and administrative expenses, partially offset by a decrease in agribusiness costs and expenses.
The 9% decrease of $17.6 million was primarily due to decreased agribusiness costs and expenses and selling, general and administrative expenses.
The 1% increase of $1.6 million was primarily due to: • Brokered lemons and other lemon sales increase of $5.8 million; • Fresh lemon sales decrease of $2.8 million; and • Legal settlement proceeds of $1.4 million allocated to fresh lemons in fiscal year 2023.
The 13% decrease of $11.1 million was primarily due to: • Brokered lemons and other lemon sales decrease of $10.4 million; • Lemon by-products sales decrease of $1.3 million; and • Fresh lemons sales net of pack charge increase of $0.6 million.
On June 5, 2024, we received a cash distribution of $15.0 million from the joint venture which we used to pay down debt. As of October 31, 2024, the 50%-owned unconsolidated joint venture had $66.9 million of cash and cash equivalents on hand.
Real Estate Development Joint Ve nture On April 9, 2025, we received a cash distribution of $10.0 million representing our share of a $20.0 million distribution from our joint venture, Harvest at Limoneira. As of October 31, 2025, the 50%-owned unconsolidated joint venture had $31.2 million of cash and cash equivalents on hand.
We sold 15.1 million and 3.8 million pounds of avocados at an average price per pound of $1.67 and $1.06 for fiscal years 2024 and 2023, respectively.
We sold 7.4 million and 15.1 million pounds of avocados at average prices per pound of $1.60 and $1.67 for fiscal years 2025 and 2024, respectively. • Oranges: The increase for fiscal year 2025, compared to fiscal year 2024, was primarily due to increased volume and higher prices of oranges sold.
Fiscal year 2023 revenues included settlement proceeds of $2.4 million allocated to avocados and crop insurance proceeds of $0.7 million. 34 • Oranges: The decrease for fiscal year 2024, compared to fiscal year 2023, was primarily due to decreased volume and lower prices of oranges sold.
Lemon packing segment operating income per carton sold for fiscal year 2025 was $0.37 compared to $1.46 for fiscal year 2024. Avocados Our avocados segment revenue for fiscal year 2025 was $11.7 million compared to $25.1 million for fiscal year 2024. The 53% decrease of $13.4 million was primarily due to decreased volume and lower prices.
Approved project plans currently include approximately 2,050 residential units and site improvements. A total of 1,261 residential units have closed from the project’s inception to October 31, 2024. In October 2022, we entered into a joint venture with Lewis for the development of our 17-acre East Area I Retained Property.
The first phase of the project broke ground to commence mass grading in November 2017. Approved project plans currently include approximately 1,750 residential units and site improvements. A total of 1,261 residential units have closed from the project’s inception to October 31, 2025.
Our lemon packing segment total net revenues for fiscal year 2024 were $49.3 million compared to $51.7 million for fiscal year 2023. The 5% decrease of $2.4 million was primarily due to decreased volume of lemons packed and sold.
Our lemon packing costs and expenses for fiscal year 2025 were $47.4 million compared to $42.8 million for fiscal year 2024. The 11% increase of $4.6 million was primarily due to increased volume of lemons packed and sold, higher labor costs, and higher packing costs due to a $2.1 million contract termination fee.
Fiscal year 2023 revenues included settlement proceeds of $1.4 million allocated to lemons. • Avocados: The increase for fiscal year 2024, compared to fiscal year 2023 was due to increased volume and higher prices of avocados sold. The California avocado crop typically experiences alternating years of high and low production due to plant physiology.
The California avocado crop typically experiences alternating years of high and low production due to plant physiology.
Gain on disposal of assets, net for fiscal year 2024 was $0.5 million compared to $28.8 million for fiscal year 2023. The decrease was primarily due to the 2023 gain on the sale of the Northern Properties, partially offset by the 2023 loss on disposal of Cadiz Ranch assets.
There was no impairment of intangible asset for fiscal year 2025. Gain on sales of water rights was $1.5 million for fiscal year 2025. There was no sale of water rights for fiscal year 2024. Loss (gain) on disposal of assets, net for fiscal year 2025 was $0.7 million compared to $(0.5) million for fiscal year 2024.
Gain on legal settlement was $2.3 million for fiscal year 2023 due to the Settlement Agreement related to the Thomas fire. Selling, general and administrative expenses for fiscal year 2024 were $27.5 million compared to $26.5 million for fiscal year 2023.
The 2025 loss primarily relates to the disposal of orchards and the 2024 gain primarily relates to a deferred gain on the LLCB II sale. Selling, general and administrative expenses for fiscal year 2025 were $24.5 million compared to $27.5 million for fiscal year 2024.
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 projects. Since inception each partner has made funding contributions of $21.4 million to LLCB and $1.0 million to LLCB II.
We recorded a gain on the transaction of $4.7 million, of which $0.5 million was deferred and recognized in fiscal year 2024. Approved project plans currently include approximately 300 residential units and site improvements. 43 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 projects.
Cash Flows from Financing Activities • The $9.3 million of net cash used in financing activities for fiscal year 2024 was comprised primarily of common and preferred stock dividends of $5.9 million and exchange of common stock of $2.3 million. • The $71.9 million of net cash used in financing activities for fiscal year 2023 was comprised primarily of net repayments of long-term debt of $65.0 million and common and preferred stock dividends of $5.9 million. 39 Transactions Affecting Liquidity and Capital Resources Credit Facilities and Long-Term Debt We finance our working capital and other liquidity requirements primarily through cash from operations, distributions from equity investments and from our Credit Facility with AgWest Farm Credit, formerly known as Farm Credit West, (the "Lender"), which includes the Master Loan Agreement (the “MLA”), 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 a Fixed Interest Rate Agreement, which extends principal repayment to July 1, 2026.
Transactions Affecting Liquidity and Capital Resources Credit Facilities and Long-Term Debt We finance our working capital and other liquidity requirements primarily through cash from operations, distributions from equity investments and from our Credit Facility with AgWest Farm Credit, formerly known as Farm Credit West, (the "Lender").
Prior years’ information has been restated to conform to the current year’s presentation.
During fiscal year 2025, the Company changed its presentation of fresh lemons and lemon packing revenue and costs to remove reference to intersegment revenue and costs and eliminations. Prior years’ information has been restated to conform to the current year’s presentation.
We sold 79,000 and 240,000 40-pound carton equivalents of specialty citrus at an average price per carton of $28.23 and $27.18 for fiscal years 2024 and 2023, respectively. Additionally, we sold $2.9 million of wine grapes for both fiscal years 2024 and 2023. • Farm management: Farm management revenue is comprised primarily of Northern Properties farming, management and operations services.
We sold $1.8 million and $2.9 million of wine grapes during fiscal years 2025 and 2024, respectively. • Farm management: Farm management revenue was comprised primarily of Northern Properties farming, management and operations services and decreased for fiscal year 2025 compared to fiscal year 2024 due to the FMA termination effective March 31, 2025. • Other: Other revenue, comprised primarily of fallowing and shipping, decreased for fiscal year 2025, compared to fiscal year 2024, due to decreased shipping revenue.
Additionally, we incurred costs for supplier costs and purchased, packed fruit for resale of $31.3 million and $29.4 million for fiscal years 2024 and 2023, respectively. • Other costs: The decrease in other costs for fiscal year 2024 compared to fiscal year 2023 was primarily due to a decrease in shipping costs, mainly related to a decrease in volume of lemons sold. 35 • Depreciation and amortization: Depreciation and amortization expenses for fiscal year 2024 were similar to fiscal year 2023.
The decrease for fiscal year 2025, compared to fiscal year 2024, was primarily due to a decrease in incurred costs for brokered fruit for resale of $27.5 million compared to $31.3 million, respectively, partially offset by an increase in incurred costs of third party grower fruit of $42.5 million compared to $40.9 million, respectively.
Removed
Generally, we see our Company as a land and farming company that generates annual cash flows to support our progress into diversified real estate development activities. As real estate developments are monetized, our agriculture business will then be able to expand more rapidly into new regions and markets.
Added
The increase for fiscal year 2025, compared to fiscal year 2024, was primarily due to increased volume, higher labor costs, and higher packing costs due to a $2.1 million contract termination fee related to our Commercial Packinghouse License Agreement with Sunkist.
Removed
The increase in farm management revenue for fiscal year 2024, compared to fiscal year 2023, was primarily due to twelve months of activity in fiscal year 2024 compared to nine months of activity in fiscal year 2023. • Other: Other revenue is comprised primarily of fallowing and freight revenue.
Added
We evaluate the performance of our operating segments separately to monitor the different factors affecting financial results. Each segment is subject to review and evaluations related to current market conditions, market opportunities and available resources.
Removed
The decrease for fiscal year 2024, compared to fiscal year 2023, was primarily due to decreased volume.
Added
The Company adopted ASU 2023-07 as of fiscal year 2025 and, as a result, expanded its segment information to include significant segment expenses and other segment items. See Note 20 - Segment Information for additional information regarding our operating segments.
Removed
We incurred costs for third-party grower fruit of $40.9 million and $31.9 million for fiscal years 2024 and 2023, respectively.
Added
In addition, we have the ability to control a portion of our investing and financing cash flows to the extent necessary based on our liquidity demands. 41 Cash Flows from Operating Activities Net cash (used in) provided by operating activities was $(6.0) million and $17.9 million for fiscal years 2025 and 2024, respectively.
Removed
The increased volume for third-party grower fruit was primarily due to the sale of the Northern Properties and the related marketing agreement.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+1 added−1 removed2 unchanged
Biggest changeAdditionally, a 100 basis points increase in the interest rate would not materially decrease our net income for fiscal year 2025 or the three subsequent fiscal years. We have strategies in place to manage our exposure to interest rate risk, including the potential early pay down of outstanding debt under the AgWest Farm Credit Facility.
Biggest changeWe have strategies in place to manage our exposure to interest rate risk, including the potential early pay down of outstanding debt under the AgWest Farm Credit Facility. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for additional information.
Rate changes are expected to be generally the same as the Federal Open Market Committee (the “FOMC”) recommended changes, however the changes may be marginally different than the FOMC’s recommendation. As of October 31, 2024, our total debt outstanding under the AgWest Farm Credit Facility was $40.0 million.
Rate changes are expected to be generally the same as the Federal Open Market Committee (the “FOMC”) recommended changes; however the changes may be marginally different than the FOMC’s recommendation. As of October 31, 2025, our total debt outstanding under the AgWest Farm Credit Facility was $72.5 million.
Based on our level of borrowings as of October 31, 2024, a 100 basis points increase in interest rates would not materially increase our interest expense for fiscal year 2025 or the three subsequent fiscal years.
Based on our level of borrowings as of October 31, 2025, a 100 basis points increase in interest rates would increase our interest rate expense by $0.7 million for fiscal year 2026 and by an annual average of $0.7 million for each of the three subsequent fiscal years.
Removed
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for additional information. 42
Added
Additionally, a 100 basis points increase in the interest rate would decrease our net income by $0.5 million for fiscal year 2026 and by an annual average of $0.5 million for each of the three subsequent fiscal years.

Other LMNR 10-K year-over-year comparisons