Limoneira CO
For the period ended Jan 31, 2026. Filed Mar 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 31, 2026 · Filed Mar 12, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-07-31; filed 2025-09-09.
0001342423-25-000027
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-01-31; filed 2026-03-12.
0001342423-26-000013
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 222 previous paragraphs and 143 current paragraphs.
43 unchanged; 76 reworded; 21 added; 86 removed; 17 previous and 3 current paragraphs rearranged.
Tables are not compared: 11 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
On November 7, 2025, our Chilean subsidiaries, PDA and San Pablo (collectively, the “Sellers”), each entered into a Purchase and Sale Agreement and Novation Agreement (collectively, the “Purchase Agreements”) with San Pedro, SpA, a Chilean joint stock company (the “Buyer”), to sell certain real estate parcels consisting of approximately 500 acres of lemons, 100 acres of oranges and other unplanted lands including water rights associated with the parcels for an aggregate purchase price of $15.0 million. The transactions closed upon transfer of the deeds simultaneously with the execution of the Purchase Agreements.
Current report
After a period of approximately 120 days to record the transactions, which is customary in Chilean real estate transactions, the Buyer will make an initial payment to the Sellers in the aggregate amount of $6.8 million, of which approximately $0.7 million will be deferred until certain requirements have been fulfilled. The remainder of the Buyer’s payment obligations, in the aggregate amount of $8.2 million, will be made in installment payments in amounts that will be calculated based on the excess free cash flows of the combined operations of the sold properties and a third citrus ranch owned by the Buyer, measured annually as of March 31 until the remaining balance is paid in full (the “Balance Payments”). Following the final Balance Payment, the Buyer will also make an additional payment, in an amount equal to 50% of the prior year’s Balance Payment. The Buyer’s payment obligations are secured by a pledge on its corporate equity interests in favor of the Sellers. The Company recorded an immaterial gain on the disposal of assets.
Current report
•Lemons: The decrease for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to our partnership with Sunkist, which resulted in lower prices and decreased volume of fresh carton sales and a decrease of brokered and other lemon sales. Fresh carton sales were $11.9 million and $21.2 million, in aggregate, on 681,000 and 1,147,000 cartons of lemons sold at average per carton prices of $17.41 and $18.44, for the first quarter of fiscal years 2026 and 2025, respectively. The decrease in fresh carton volume was primarily related to a shift in our volume under the Sunkist Agreement from the first and second quarters and into our third and fourth quarters. Per carton prices for the first quarter of fiscal year 2026 are net of the Sunkist marketing fee. Brokered lemons and other lemon sales were $1.0 million and $2.2 million for the first quarter of fiscal years 2026 and 2025, respectively, due to the transition of our brokerage operations to Sunkist. Lemon revenue included packing and handling revenue of $2.8 million and $4.5 million for the first quarter of fiscal years 2026 and 2025, respectively, and lemon by-product sales of $0.4 million for the first quarter of fiscal year 2025. Lemon by-product sales were immaterial for the first quarter of fiscal year 2026.
Current report
•Avocados: Due to harvest timing, no avocados were sold in the first quarter of fiscal year 2026. We sold 73,000 pounds of avocados at an average per pound price of $2.25 in the first quarter of fiscal year 2025.
Current report
•Oranges: The decrease for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was related to the sale of our Chilean agricultural properties and the transition of our citrus brokerage operations to Sunkist.
Current report
Other operations revenue for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was similar at $1.5 million.
Current report
Other Expense
Current report
Total other expense was $1.5 million for the first quarter of fiscal year 2026, compared to $0.1 million for the same period of fiscal year 2025. The increase of $1.4 million was primarily due to:
Current report
•$0.9 million increase in other expense primarily related to foreign exchange transaction losses, net; and
Current report
Net Income Attributable to Noncontrolling Interests, Net
Current report
The following analysis should be read in conjunction with the previous section “Results of Operations.”
Current report
•Fresh lemon sales net of pack charge decrease of $6.1 million;
Current report
•Brokered lemons and other lemon sales decrease of $1.2 million; and
Current report
•Labor and benefits decrease of $0.4 million; and
Current report
Our other agribusiness segment total net revenues were $1.1 million for the first quarter of fiscal year 2026, compared to $4.4 million for the same period of fiscal year 2025. The 76% decrease of $3.3 million was primarily due to:
Current report
•Orange revenue decrease of $1.5 million;
Current report
•Farm management revenue decrease of $1.2 million;
Current report
•Brokered fruit costs decrease of $1.8 million;
Current report
The following analysis should be read in conjunction with the previous section “Results of Operations.”
Current report
•Total net revenues decreased $42.5 million, primarily due to decreased lemon, avocado and farm management revenue.
Current report
Net cash used in investing activities was $3.4 million and $3.5 million for the three months ended January 31, 2026 and 2025, respectively.
Removed paragraphs (86)
Previous report
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. Under the FMA, we provided farming, management and operations related to the 3,537 acres in Tulare County, California (the “Northern Properties”), which we had previously sold to PGIM. The FMA initially expired on March 31, 2024, and automatically renewed on a yearly basis thereafter, subject to termination with written notice at least thirty days prior to April 1.
Previous report
On March 17, 2025, we announced that our Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $30.0 million shares of our outstanding common stock. The share repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase any shares.
Previous report
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. 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.
Previous report
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 their successful organic waste recycling program. 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.
Previous report
On April 9, 2025, we announced that we received $10.0 million as 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”).
Previous report
The Company is the General Partner of Limco Del Mar, Ltd. (“Del Mar”), a California partnership that produces lemons and avocados and operates certain real property known as the Limco Del Mar Ranch. To enable the Company to determine the strategy for Del Mar to enhance long term financial returns and to provide liquidity for limited partners, on March 21, 2025, the Company made an offer to purchase up to 224,859 limited partnership units of Del Mar from the limited partners (the “Offer”). On August 4, 2025, the Company closed the Offer and purchased 80,608 limited partnership units from 78 limited partners at a price of $70 per unit for approximately $5.6 million (the “Purchase”). The Purchase increased the Company’s ownership from 28.8% to 54.5%.
Previous report
•Avocados: The decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume and lower prices of avocados sold. The California avocado crop typically experiences alternating years of high and low production due to plant physiology. We sold 5,654,000 and 8,855,000 pounds of avocados at average per pound prices of $1.50 and $1.57, for the third quarter of fiscal years 2025 and 2024, respectively.
Previous report
•Oranges: The increase for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to increased volume, partially offset by lower prices of oranges sold. We sold 94,000 and 43,000 cartons of oranges at average per carton prices of $18.00 and $26.98, for the third quarter of fiscal years 2025 and 2024, respectively.
Previous report
•Specialty citrus and wine grapes: The increase for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to higher prices, partially offset by decreased volume of specialty citrus sold. We sold 17,000 and 25,000 40-pound carton equivalents of specialty citrus at average per carton prices of $36.01 and $22.00, for the third quarter of fiscal years 2025 and 2024, respectively.
Previous report
•Other operations revenue was $1.5 million for the third quarter of fiscal years 2025 and 2024.
Previous report
Total costs and expenses were $48.1 million for the three months ended July 31, 2025, compared to $54.3 million for the same period of fiscal year 2024. The 11% decrease of $6.2 million was primarily due to a decrease in agribusiness costs and expenses, a decrease in selling, general and administrative expenses and the 2024 impairment of intangible asset. Agribusiness costs and expenses are detailed below ($ in thousands):
Previous report
•Harvest costs: The decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume of avocados harvested.
Previous report
Impairment of intangible asset was $0.6 million for the third quarter of fiscal year 2024. There was no impairment of intangible asset for the third quarter of fiscal year 2025.
Previous report
•$0.5 million net decrease in selling expenses; and
Previous report
Other (Expense) Income
Previous report
•$0.2 million decrease of equity in earnings of investments, net; and
Previous report
Net Loss Attributable to Noncontrolling Interest
Previous report
Nine Months Ended July 31, 2025 Compared to the Nine Months Ended July 31, 2024
Previous report
Revenues
Previous report
Total net revenues were $116.9 million for the nine months ended July 31, 2025, compared to $147.6 million for the same period of fiscal year 2024. The 21% decrease of $30.7 million was primarily due to decreased agribusiness revenues from lemons, avocados and farm management, partially offset by increased agribusiness revenues from oranges, as detailed below ($ in thousands):
Previous report
•Lemons: The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices and decreased volume of fresh and brokered lemons sold and other lemon sales. Fresh packed lemon sales were $64.6 million and $75.6 million, in aggregate, on 3,901,000 and 3,983,000 cartons of lemons sold at average per carton prices of $16.57 and $18.98, for the first nine months of fiscal years 2025 and 2024, respectively. Lemon revenues included brokered lemons and other lemon sales of $8.5 million and $16.5 million, lemon packing of $15.3 million and $15.8 million and lemon by-product sales of $1.4 million and $2.9 million, for the first nine months of fiscal years 2025 and 2024, respectively.
Previous report
•Avocados: The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume, partially offset by higher prices of avocados sold. The California avocado crop typically experiences alternating years of high and low production due to plant physiology. We sold 6,959,000 and 10,450,000 pounds of avocados at average per pound prices of $1.64 and $1.55, for the first nine months of fiscal years 2025 and 2024, respectively.
Previous report
•Oranges: The increase for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to increased volume and higher prices of oranges sold. We sold 261,000 and 189,000 cartons of oranges at average per carton prices of $18.50 and $18.31, for the first nine months of fiscal years 2025 and 2024, respectively.
Previous report
•Farm management: Farm management revenue, comprised primarily of Northern Properties farming, management and operations services, decreased for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to the FMA termination effective March 31, 2025.
Previous report
Other operations revenue was $4.5 million for the first nine months of fiscal year 2025, compared to $4.2 million for the same period of fiscal year 2024. The 7% increase of $0.3 million was primarily due to increased rental operations revenue.
Previous report
Costs and Expenses
Previous report
•Depreciation and amortization: Depreciation and amortization was $5.9 million for the first nine months of fiscal year 2025, compared to $5.3 million in the same period of fiscal year 2024.
Previous report
Other operations expenses were $3.3 million for the first nine months of fiscal year 2025, compared to $3.9 million for the same period of fiscal year 2024. The 15% decrease of $0.6 million was primarily due to severance benefits in fiscal year 2024.
Previous report
Impairment of intangible asset was $0.6 million for the first nine months of fiscal year 2024. There was no impairment of intangible asset for the first nine months of fiscal year 2025.
Previous report
Gain on sales of water rights was $1.5 million for the first nine months of fiscal year 2025. There were no sales of water rights for the same period of fiscal year 2024.
Previous report
Selling, general and administrative costs and expenses were $17.2 million for the first nine months of fiscal year 2025, compared to $21.7 million for the same period of fiscal year 2024. The 21% decrease of $4.5 million was primarily due to:
Previous report
•$0.3 million net decrease in selling expenses; and
Previous report
•$0.7 million net increase in other general and administrative expenses.
Previous report
Other Income
Previous report
Total other income was immaterial for the first nine months of fiscal year 2025, compared to $16.6 million for the same period of fiscal year 2024. The decrease of $16.6 million was primarily due to:
Previous report
•$16.3 million decrease of equity in earnings of investments, net, primarily due to LLCB’s closing of 554 residential homesites in the first nine months of fiscal year 2024;
Previous report
•$0.2 million decrease of other income, net; and
Previous report
Income Taxes
Previous report
Net Loss Attributable to Noncontrolling Interest
Previous report
•Brokered lemons and other lemon sales decrease of $5.9 million;
Showing the first 40 of 86 passages. Open the source sections for the rest.
Reworded paragraphs (76)
Previous wording
Limoneira Company, a Delaware corporation, is the successor to several businesses with operations in California since 1893. 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.
Current wording
Limoneira Company, a Delaware corporation, is the successor to several businesses with operations in California since 1893. We are primarily an agribusiness company founded and based in Santa Paula, California, committed to responsibly using and managing our approximately 7,000 acres of land, water resources and other assets to maximize long-term stockholder value. Our current operations consist of fruit production and packing operations, rental operations, real estate and capital investment activities.
Previous wording
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. 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, 1,400 acres of avocados, 100 acres of oranges and 400 acres of wine grapes. We also operate our own packinghouses in Santa Paula, California and Yuma, Arizona, where we process, pack and sell lemons that we grow, as well as lemons grown by others. We have a 47% interest in Rosales S.A. (“Rosales”), a citrus packing, marketing and sales business, a 90% interest in Fruticola Pan de Azucar S.A. (“PDA”), a lemon and orange orchard and a 100% interest in Agricola San Pablo, SpA (“San Pablo”), a lemon and orange orchard, all of which are located near La Serena, Chile. We have a 51% interest in a joint venture, Trapani Fresh Consorcio de Cooperacion (“Trapani Fresh”), a lemon orchard in Argentina.
Current wording
We are one of California’s oldest lemon 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 wine grapes. We have agricultural plantings throughout Ventura and San Luis Obispo Counties in California, Yuma County in Arizona and Jujuy, Argentina, which collectively consist of approximately 2,400 acres of lemons, 1,600 acres of avocados and 400 acres of wine grapes. We also operate our own packinghouses in Santa Paula, California and Yuma, Arizona, where we process and pack lemons that we grow, as well as lemons grown by others. We have a 51% interest in a joint venture, Trapani Fresh Consorcio de Cooperacion (“Trapani Fresh”), a lemon orchard in Argentina. We have a 47% interest in Rosales S.A. (“Rosales”), a citrus packing, marketing and sales business located near La Serena, Chile. We have a 90% interest in Fruticola Pan de Azucar S.A. (“PDA”) and a 100% interest in Agricola San Pablo, SpA (“San Pablo”). Through November 7, 2025, these entities owned lemon and orange orchards located near La Serena, Chile.
Previous wording
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 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 also use surface water in Arizona from the Colorado River through the Yuma Mesa Irrigation and Drainage District (“YMIDD”). We use ground water provided by wells and surface water for our PDA and San Pablo farming operations in Chile and our Trapani Fresh farming operations in Argentina.
Current wording
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 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 also use surface water in Arizona from the Colorado River through the Yuma Mesa Irrigation and Drainage District (“YMIDD”). We use ground water provided by wells and surface water for our Trapani Fresh farming operations in Argentina.
Previous wording
For more than 100 years, we have been making strategic investments in California agriculture and real estate. We currently have an interest in three real estate development projects in California. These projects include multi-family housing, single-family homes and apartments of approximately 800 units in various stages of planning and development.
Current wording
For more than 100 years, we have been making strategic investments in California agriculture and real estate. We currently have an interest in three real estate development projects in California. These projects include multi-family housing, single-family homes and apartments of approximately 800 units in various stages of planning and development, as well as entitlement efforts related to Ventura County farmland.
Previous wording
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 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. 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. Financial information and discussion of our four reportable segments are contained in the notes to the accompanying consolidated financial statements of this Quarterly Report.
Current wording
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 and wine grapes. The agribusiness division includes our core operations of farming, harvesting and lemon packing 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. 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. Financial information and discussion of our four reportable segments are contained in the notes to the accompanying consolidated financial statements of this Quarterly Report.
Previous wording
Historically, our agribusiness division has been seasonal in nature with quarterly revenue fluctuating depending on the timing and variety of crops being harvested. Cultural costs, also referred to as growing costs, in our agribusiness division tend to be higher in the first and second quarters and lower in the third and fourth quarters because of the timing of expensing cultural costs in the current year that were inventoried in the prior year. Our harvest costs generally increase in the second quarter and peak in the third quarter, coinciding with the increase in production and revenue.
Current wording
Historically, our agribusiness division has been seasonal in nature, with quarterly revenues fluctuating depending on the timing and variety of crops being harvested. Cultural costs, also referred to as growing costs, in our agribusiness division tend to be higher in the first and second quarters and lower in the third and fourth quarters because of the timing of expensing cultural costs in the current year that were inventoried in the prior year. Our harvest costs generally increase in the second quarter and peak in the third quarter, coinciding with increased production. Lemon revenues are expected to be lower in the first and second quarters and higher in the third and fourth quarters in connection with the Sunkist Agreement.
Previous wording
Our avocado plantings have been profitable and historically were pursued to diversify our product line. Since fiscal year 2023, we expanded our avocado production by 500 acres, and we plan to expand an additional 500 acres through fiscal year 2027. This 1,000-acre expansion reflects our strategy to capitalize on robust consumer demand trends for avocados.
Current wording
Our avocado plantings have been profitable and historically were pursued to diversify our product line. Since fiscal year 2023, we expanded our avocado production by 800 acres, and we plan to expand an additional 200 acres through fiscal year 2027. This 1,000-acre expansion reflects our strategy to capitalize on robust consumer demand trends for avocados.
Previous wording
In addition to growing lemons and avocados, we grow oranges and wine grapes. We regularly monitor the demand for the fruit we grow in the current marketplace to identify trends.
Current wording
In addition to growing lemons and avocados, we grow wine grapes. We regularly monitor the demand for the fruit we grow in the current marketplace to identify trends.
Previous wording
Our rental operations include our residential and commercial rentals, leased land operations and organic recycling. Our residential rental units generate cash flows that we use to partially fund the operating costs of our business and provide affordable housing to many of our employees, including our agribusiness employees. We believe that this unique employment benefit helps us maintain a dependable, long-term employee base. In addition, our leased land business provides us with a typically profitable diversification. Revenue from rental operations is generally level throughout the year.
Current wording
Our rental operations include our residential and commercial rentals, leased land operations and organic recycling. Our residential and commercial rentals generate cash flows that we use to partially fund the operating costs of our business. In addition, our leased land business provides us with a profitable method to diversify the use of our land. Revenue from rental operations is generally level throughout the year.
Previous wording
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. We believe we have adequate supplies of water for our agribusiness segments as well as our rental and real estate development activities. Water for our farming operations located in Ventura County, California is sourced from the existing water resources associated with our land, which includes approximately 8,700 acre-feet of water rights in the adjudicated Santa Paula Basin (aquifer) and additional rights in the un-adjudicated Fillmore Basin (aquifer). 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. We use ground water provided by wells and surface water for our PDA and San Pablo farming operations in La Serena, Chile and our Trapani Fresh farming operations in Argentina.
Current wording
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. We believe we have adequate supplies of water for our agribusiness segments as well as our rental and real estate development activities. 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). 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. We use ground water provided by wells and surface water for our Trapani Fresh farming operations in Argentina and used ground water provided by wells and surface water for our PDA and San Pablo farming operations in La Serena, Chile.
Previous wording
Southern California is experiencing below average precipitation for the 2024 - 2025 rainfall season. As of July 31, 2025, Ventura County was experiencing severe drought conditions. We continue to assess the impact drought conditions may have on our California orchards.
Current wording
Southern California is experiencing above average precipitation for the 2025 to 2026 rainfall season. As of January 31, 2026, Ventura County was free from general drought conditions. We continue to assess the impact drought conditions may have on our California orchards.
Previous wording
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. The agreement has an initial term of three years from November 1, 2025 to October 31, 2028, unless terminated earlier per the provisions of the agreement. On November 1, 2026, and on each anniversary of such date thereafter, the agreement will automatically extend for an additional year unless either party gives written notice on or prior to October 31 of each fiscal year.
Current wording
On June 6, 2025, we entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative, effective as of November 1, 2025. The agreement permits us to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower lemons, and to use Sunkist trademarks in these activities. The agreement has an initial term of three years with automatic one-year extensions. As of November 1, 2025, Sunkist performs the Company’s lemon sales and marketing operations.
Previous wording
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, impairment of intangible asset, loss (gain) on disposal of assets, net and severance benefits are important measures to evaluate our results of operations between periods on a more comparable basis. 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.
Current wording
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, loss (gain) on disposal of assets, net and foreign currency transaction losses, are important measures to evaluate our results of operations between periods on a more comparable basis. Adjusted EBITDA in fiscal year 2025 did not exclude foreign currency transaction losses which has now been excluded as management believes this is a better representation of cash generated by operations. Foreign currency transaction losses were immaterial in fiscal year 2025. 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.
Previous wording
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):
Current wording
EBITDA and adjusted EBITDA are summarized and reconciled to net 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):
Previous wording
Total net revenues were $47.5 million for the three months ended July 31, 2025, compared to $63.3 million for the same period of fiscal year 2024. The 25% decrease of $15.8 million was primarily due to decreased agribusiness revenues from lemons, avocados and farm management as detailed below ($ in thousands):
Current wording
Total net revenues were $18.2 million for the three months ended January 31, 2026, compared to $34.3 million for the same period of fiscal year 2025. The 47% decrease of $16.1 million was primarily due to decreased agribusiness revenues from lemons, oranges and farm management as detailed below ($ in thousands):
Previous wording
•Specialty citrus and wine grapes: The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to a decrease in wine grape revenues. Due to harvest timing, no wine grape revenue was recorded for the first nine months of fiscal year 2025, compared to $0.6 million for the first nine months of fiscal year 2024.
Current wording
•Specialty citrus and wine grapes: The increase for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to wine grape sales in the first quarter of fiscal year 2026. Due to harvest timing, no wine grape revenue was recorded for the first quarter of fiscal year 2025. The wine grape increase was partially offset by a decrease in specialty citrus due to the transition of our citrus brokerage operations to Sunkist.
Previous wording
•Farm management: Farm management revenue, comprised primarily of Northern Properties farming, management and operations services, decreased for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, due to the FMA termination effective March 31, 2025.
Current wording
•Farm management: Farm management revenue for the first quarter of fiscal year 2025 was comprised primarily of farming, management and operations services provided to the Northern Properties prior to the termination of the agreement effective March 31, 2025. No farm management services were provided during the first quarter of fiscal year 2026.
Previous wording
•Other: Other revenue, comprised primarily of fallowing and shipping, decreased for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to decreased shipping revenue.
Current wording
•Other: Other revenue, comprised primarily of fallowing and shipping, decreased for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, primarily due to decreased shipping revenue. The Company no longer provides shipping services under the Sunkist Agreement.
Previous wording
Total costs and expenses were $126.2 million for the first nine months of fiscal year 2025, compared to $151.1 million for the same period of fiscal year 2024. The 16% decrease of $24.9 million was primarily due to decreases in agribusiness costs and expenses, decreases in selling, general and administrative expenses and gains on sales of water rights. Agribusiness costs and expenses are detailed below ($ in thousands):
Current wording
Total costs and expenses were $28.8 million for the three months ended January 31, 2026, compared to $39.7 million for the same period of fiscal year 2025. The 27% decrease of $10.9 million was primarily due to a decrease in agribusiness costs and expenses and a decrease in selling, general and administrative expenses, partially offset by gains on sales of water rights in the first quarter of fiscal year 2025. Agribusiness costs and expenses are detailed below ($ in thousands):
Previous wording
•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, subcontracted costs and facility operating costs. We packed and sold 1,397,000 and 1,400,000 cartons of lemons at average per carton costs of $9.11 and $7.96, for the third quarter of fiscal years 2025 and 2024, respectively. The increase in per carton packing costs was primarily due to higher labor costs.
Current wording
•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. We packed and sold 681,000 and 1,147,000 cartons of lemons at average per carton costs of $13.22 and $9.23, for the first quarter of fiscal years 2026 and 2025, respectively. The increase in per carton packing costs was primarily due to decreased volume and higher costs for labor and repairs and maintenance. We incurred packinghouse repair costs in the first quarter of fiscal year 2026 and received insurance proceeds related to these costs in the second quarter of fiscal year 2026.
Previous wording
•Harvest costs: The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume of lemons and avocados harvested.
Current wording
•Harvest costs: The decrease for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume of lemons harvested.
Previous wording
•Growing costs: Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation. The decrease for the third quarter of fiscal year 2025, compared to the same period of 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.
Current wording
•Growing costs: Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation. The decrease for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to the termination of the farm management agreement effective March 31, 2025 and farming operational decisions made in response to weather, harvest timing and crop conditions.
Previous wording
•Third-party grower and supplier costs: We sell fruit that we grow and fruit that we procure from other growers and suppliers. The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs. The decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased costs for brokered fruit, partially offset by increased costs of third-party grower fruit. We incurred costs for brokered fruit of $7.2 million and $9.4 million, for the third quarter of fiscal years 2025 and 2024, respectively. Additionally, we incurred costs for third-party grower fruit of $11.5 million and $10.5 million, for the third quarter of fiscal years 2025 and 2024, respectively. Of the 1,397,000 and 1,400,000 cartons of lemons packed and sold, 1,012,000 (72%) and 869,000 (62%) were procured from third-party growers at average per carton prices of $11.35 and $12.06, for the third quarter of fiscal years 2025 and 2024, respectively.
Current wording
•Third-party grower and supplier costs: We sell fruit that we grow and fruit that we procure from other growers and suppliers. The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs. The decrease for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased costs of third-party grower fruit and brokered fruit. We incurred costs for third-party grower fruit of $7.1 million and $11.7 million, for the first quarter of fiscal years 2026 and 2025, respectively. Additionally, we incurred costs for brokered fruit of $0.4 million and $2.7 million, for the first quarter of fiscal years 2026 and 2025, respectively. Of the 681,000 and 1,147,000 cartons of lemons packed and sold, 534,000 (78%) and 953,000 (83%) were procured from third-party growers at average per carton prices of $13.26 and $12.23, for the first quarter of fiscal years 2026 and 2025, respectively.
Previous wording
•Other costs: The decrease in the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was due to decreased freight costs.
Current wording
•Other costs: The decrease in the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was due to decreased freight costs.
Previous wording
•Depreciation and amortization: Depreciation and amortization was $2.2 million in the third quarter of fiscal year 2025, compared to $1.8 million in the same period of fiscal year 2024.
Current wording
•Depreciation and amortization: Depreciation and amortization was $1.9 million in the first quarter of fiscal year 2026, compared to $1.8 million in the same period of fiscal year 2025.
Previous wording
Other operations expenses were $1.1 million for the third quarter of fiscal year 2025, compared to $1.3 million for the same period of fiscal year 2024.
Current wording
Other operations expenses were $1.1 million for the first quarter of fiscal year 2026, compared to $1.2 million for the same period of fiscal year 2025.
Previous wording
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.
Current wording
Gain on sales of water rights was $1.5 million for the first quarter of fiscal year 2025 due to three separate sale transactions of Santa Paula Basin water pumping rights.
Previous wording
Selling, general and administrative costs and expenses were $5.0 million for the third quarter of fiscal year 2025, compared to $7.0 million for the same period of fiscal year 2024. The 29% decrease of $2.0 million was primarily due to:
Current wording
Selling, general and administrative costs and expenses were $4.6 million for the first quarter of fiscal year 2026, compared to $6.5 million for the same period of fiscal year 2025. The 29% decrease of $1.9 million was primarily due to:
Previous wording
•$2.2 million net decrease in salaries, benefits and incentive compensation;
Current wording
•$1.5 million net decrease in salaries, benefits and incentive compensation, primarily related to transition of the Company’s sales and marketing function to Sunkist; and
Previous wording
•$0.7 million net increase in other general and administrative expenses.
Current wording
•$0.4 million net decrease in other general and administrative expenses.
Previous wording
•$0.1 million increase of interest expense, net of patronage dividends.
Current wording
•$0.5 million increase in interest expense, net of patronage dividends.
Previous wording
We recorded an estimated income tax benefit (provision) of $1.9 million and $(4.1) million on pre-tax (loss) income of $(9.3) million and $13.1 million, for the first nine months of fiscal years 2025 and 2024, respectively. The tax benefit recorded for the first nine months of 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. Our projected annual effective blended tax rate for fiscal year 2025, excluding discrete items, is approximately 23.2%.
Current wording
We recorded an estimated income tax benefit of $2.7 million and $2.4 million on pre-tax loss of $12.0 million and $5.5 million, for the first quarter of fiscal years 2026 and 2025, respectively. The tax benefit recorded for the first quarter of fiscal year 2026 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. Our projected annual effective blended tax rate for fiscal year 2026, excluding discrete items, is approximately 7.3%.
Previous wording
Net loss attributable to noncontrolling interest reflects 10% of PDA’s net loss and 49% of Trapani Fresh’s net loss for the third quarter of fiscal years 2025 and 2024, respectively.
Current wording
Net income attributable to noncontrolling interests, net for the first quarter of fiscal year 2026 represents 10% of PDA’s net income, 49% of Trapani Fresh’s net loss and 45.1% of Del Mar’s net loss. Net income attributable to noncontrolling interests, net for the first quarter of fiscal year 2025 represents 10% of PDA’s net income and 49% of Trapani Fresh’s net loss.
Previous wording
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. Each segment is subject to review and evaluations related to current market conditions, market opportunities and available resources. See Note 17 - Segment Information for additional information regarding our operating segments.
Current wording
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. Each segment is subject to review and evaluations related to current market conditions, market opportunities and available resources. 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 year information has been recast to conform to the current year presentation. 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 17 - Segment Information for additional information regarding our operating segments.
Previous wording
Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products, brokered lemons and other lemon revenue. Our fresh lemons segment total net revenues were $28.1 million for the third quarter of fiscal year 2025, compared to $36.7 million for the same period of fiscal year 2024. The 23% decrease of $8.6 million was primarily due to:
Current wording
Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products, brokered lemons and other lemon revenue. Our fresh lemons segment total net revenues were $8.7 million for the first quarter of fiscal year 2026, compared to $16.4 million for the same period of fiscal year 2025. The 47% decrease of $7.7 million was primarily due to:
Previous wording
•Lemon by-products sales decrease of $0.7 million.
Current wording
•Lemon by-products sales decrease of $0.4 million.
Previous wording
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 were $29.3 million for the third quarter of fiscal year 2025, compared to $33.0 million for the same period of fiscal year 2024. The 11% decrease of $3.7 million was primarily due to:
Current wording
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 were $11.0 million for the first quarter of fiscal year 2026, compared to $17.2 million for the same period of fiscal year 2025. The 36% decrease of $6.2 million was primarily due to:
Previous wording
•Third-party grower and supplier costs decrease of $1.4 million;
Current wording
•Third-party grower and supplier costs decrease of $5.0 million;
Previous wording
•Growing costs decrease of $0.6 million; and
Current wording
•Growing costs decrease of $0.4 million.
Previous wording
Lemon packing segment revenue is comprised of packing revenue and intersegment packing revenue. Our lemon packing segment total net revenues were $14.6 million for the third quarter of fiscal year 2025, compared to $15.7 million for the same period of fiscal year 2024. The 7% decrease of $1.1 million was due to intersegment packing revenue.
Current wording
Lemon packing segment revenue is comprised of packing revenue and packing and handling revenue. Our lemon packing segment total net revenues were $7.0 million for the first quarter of fiscal year 2026, compared to $11.8 million for the same period of fiscal year 2025. The 41% decrease of $4.8 million was primarily due to a decrease in cartons of lemons packed and sold.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
In June 2025, Limoneira entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist” and the “Sunkist Agreement”), effective as of November 1, 2025. The agreement permits us to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower lemons, and to use Sunkist trademarks in these activities. The agreement has an initial term of three years with automatic one-year extensions. As of November 1, 2025, Sunkist performs the Company’s lemon sales and marketing operations. Prior to November 1, 2025, the Company marketed and sold citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia and certain other international markets. We sell our avocados to third-party packinghouses and our wine grapes to wine producers.
Current report — wording carried from elsewhere
•Other revenue decrease of $0.8 million; and
Current report — wording carried from elsewhere
We were also subject to a quarterly financial covenant that required us to maintain compliance with a specific total net leverage ratio as of the end of any fiscal quarter beginning July 31, 2026. In December 2025, the Lender modified this quarterly financial covenant to defer measurement through July 31, 2027 and resume measurement as of October 31, 2027. Additionally, in December 2025, the Lender added a new quarterly financial covenant for the period January 31, 2026 through July 31, 2027, which requires us to maintain a specific debt to capitalization ratio. We were in compliance with this covenant as of January 31, 2026.
Rearranged previous paragraphs (17)
Previous report — wording carried elsewhere
We market and sell citrus directly to our food service, wholesale and retail customers throughout the United States, Canada, Asia, and certain other international markets. We sell our avocados and oranges to third-party packinghouses. Additionally, we sell our wine grapes to various wine producers.
Previous report — wording carried elsewhere
We recorded an estimated income tax provision expense of $0.2 million and $3.0 million on pre-tax (loss) income of $(0.7) million and $9.2 million, for the third quarter of fiscal years 2025 and 2024, respectively. The tax provision recorded for the third quarter of 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. Our projected annual effective blended tax rate for fiscal year 2025, excluding discrete items, is approximately 23.2%.
Previous report — wording carried elsewhere
•Other: Other revenue, comprised primarily of fallowing and shipping, decreased for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to decreased shipping revenue.
Previous report — wording carried elsewhere
•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, subcontracted costs and facility operating costs. We packed and sold 3,901,000 and 3,983,000 cartons of lemons at average per carton costs of $9.09 and $8.90, for the first nine months of fiscal years 2025 and 2024, respectively. The increase in per carton packing costs was primarily due to higher labor costs.
Previous report — wording carried elsewhere
•Growing costs: Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation. The decrease for the first nine months of fiscal year 2025, compared to the same period of 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.
Previous report — wording carried elsewhere
•Third-party grower and supplier costs: We sell fruit that we grow and fruit that we procure from other growers and suppliers. The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs. The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices of third-party grower fruit sold and decreased costs of brokered fruit. We incurred costs for third-party grower fruit of $33.3 million and $37.6 million, for the first nine months of fiscal years 2025 and 2024, respectively. Of the 3,901,000 and 3,983,000 cartons of lemons packed and sold, 3,215,000 (82%) and 2,921,000 (73%) were procured from third-party growers at average per carton prices of $10.36 and $12.89, for the first nine months of fiscal years 2025 and 2024, respectively. Additionally, we incurred $12.2 million and $15.9 million of costs for brokered fruit, for the first nine months of fiscal years 2025 and 2024, respectively.
Previous report — wording carried elsewhere
•Other costs: The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was due to decreased freight costs.
Previous report — wording carried elsewhere
•$4.9 million net decrease in salaries, benefits and incentive compensation;
Previous report — wording carried elsewhere
•$0.1 million increase of interest expense, net of patronage dividends.
Previous report — wording carried elsewhere
Net loss attributable to noncontrolling interest reflects 10% of PDA’s net income/loss and 49% of Trapani Fresh’s net loss for the first nine months of fiscal years 2025 and 2024, respectively.
Previous report — wording carried elsewhere
•Harvest costs increase of $0.3 million.
Previous report — wording carried elsewhere
Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products, brokered lemons and other lemon revenue. Our fresh lemons segment total net revenues were $74.5 million for the first nine months of fiscal year 2025, compared to $95.0 million for the same period of fiscal year 2024. The 22% decrease of $20.5 million was primarily due to:
Previous report — wording carried elsewhere
•Lemon by-products sales decrease of $1.4 million.
Previous report — wording carried elsewhere
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 were $76.0 million for the first nine months of fiscal year 2025, compared to $90.7 million for the same period of fiscal year 2024. The 16% decrease of $14.7 million was primarily due to:
Previous report — wording carried elsewhere
•Growing costs decrease of $1.6 million; and
Previous report — wording carried elsewhere
•Shipping costs decrease of $0.5 million;
Previous report — wording carried elsewhere
We finance our working capital and other liquidity requirements primarily through cash from operations, distributions from equity investments and from our Lender, which includes the MLA and Supplements with principal repayment due July 1, 2030. The MLA governs the terms of the Supplements. Additional information regarding these loans can be found in Note 10 - Long-Term Debt.