UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| of incorporation) | ||||||||||||||
(Address of Principal Executive Offices) (Zip code)
(805 ) 525-5541
(Registrant’s Telephone Number, Including area code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report) | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol (s) | Name of Each Exchange on Which Registered | ||||||
The | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition
On January 10, 2022 , Limoneira Company (NASDAQ: LMNR) issued a press release announcing its financial results for the quarter ended October 31, 2021. A copy of the press release is furnished within this report as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | ||||
| Limoneira Company Press Release dated January 10, 2022. | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | LIMONEIRA COMPANY | |||||||
| By: | /s/ Mark Palamountain | |||||||
| Mark Palamountain | ||||||||
| Chief Financial Officer, Treasurer and Corporate Secretary | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
Exhibit 99.1
Limoneira Company Announces Fiscal Fourth Quarter and Full Year 2021 Financial Results
Achieved Strong Fresh Lemon Utilization in Fiscal Year 2021 and Brokered Fruit Revenue more than Doubled Compared to Fiscal Year 2020
Anticipates Pricing Improvement in Fresh Lemon Cartons in Fiscal Year 2022 Compared to Prior Year
Company Closed Sales of 232 Harvest at Limoneira Lots During Fiscal Year 2021: Completing Phase 1 of Harvest at Limoneira
554 Lot Sales for Phase 2 of Harvest at Limoneira Beginning in Fiscal Year 2022
SANTA PAULA, Calif.-- (BUSINESS WIRE) – January 10, 2022 -- Limoneira Company (the “Company” or “Limoneira”) (Nasdaq: LMNR), a diversified citrus growing, packing, selling and marketing company with related agribusiness activities and real estate development operations, today reported financial results for the fourth quarter and full fiscal year ended October 31, 2021.
Management Comments
Harold Edwards, President and Chief Executive Officer of the Company, stated, “Fourth quarter of fiscal year 2021 revenue, in our seasonally slower quarter, increased 13% compared to the same period last year. These results were driven by higher lemon prices and very strong brokered fruit revenue which more than doubled compared to last year. Lemon pricing improved in the back half of fiscal year 2021 and we expect this trend to continue throughout fiscal year 2022. We achieved our solid top line results even as the widely publicized global logistical delays continue to affect the entire agriculture industry and reduce exports to Asia. Specifically, due to these shipping delays and spoilage occurring in the fourth quarter, we expect to receive insurance compensation in the first quarter of calendar year 2022.”
Mr. Edwards continued, “Throughout fiscal year 2021, we made great strides in expanding our One World of Citrus™ initiative and improving our long-term growth opportunities. We continued to focus on expanding our grocery opportunities as well as strengthening our foodservice relationships as many restaurants began to open again after closures due to the COVID-19 pandemic. We made a strategic decision to dramatically expand our brokered fruit business which offset seasonally lower domestic volumes in the fourth quarter providing supplemental fruit for our global customers. Lastly, our real estate development project, Harvest at Limoneira, continues to perform very well and has now closed 586 lots since inception, including 30 new lot closings in the fourth quarter of fiscal year 2021. We have now completely sold all lots in Phase 1 of this project and are now focused on the 554 lots for sale in Phase 2. We expect to begin receiving cash distributions this year from Harvest at Limoneira and fully expect to generate $80 million of cash distributions over the next five years. In addition, we believe there is upside to our stated cash distributions due to the potential increased number of sellable lots entitled in Harvest at Limoneira as well as the opportunity of the recently announced medical campus in our East Area 2 development.”
Fiscal Year 2021 Fourth Quarter Results
For the fourth quarter of fiscal year 2021, total net revenue was $33.5 million, compared to total net revenue of $29.8 million in the fourth quarter of the previous fiscal year. Agribusiness revenue was $32.3 million, compared to
$28.6 million in the fourth quarter of last fiscal year. Other operations revenue was flat compared to the prior year at $1.2 million for the fourth quarter of fiscal year 2021.
Agribusiness revenue for the fourth quarter of fiscal year 2021 includes $7.8 million in fresh lemon sales, compared to $13.3 million of fresh lemon sales during the same period of fiscal year 2020. Approximately 390,000 cartons of U.S. packed fresh lemons were sold in aggregate during the fourth quarter of fiscal year 2021 at a $20.00 average price per carton compared to approximately 596,000 cartons sold at a $19.23 average price per carton during the fourth quarter of fiscal year 2020. The decreased volume of fresh lemons partially relates to the timing of harvesting and logistical delays affecting our industry. We originally expected delayed shipments of our citrus products to move from the third quarter into the fourth quarter of fiscal year 2021; however, the continuation of shipping delays and congested ports throughout the world caused a physical loss on a portion of these shipments and the balance had to be placed into different channels. The Company expects to receive insurance compensation in the first quarter of calendar year 2022 related to the fourth quarter fruit spoilage.
The Company generated $17.4 million of brokered fruit revenue in the fourth quarter of fiscal year 2021, compared to $8.1 million in the same period last year. Approximately 941,000 cartons of brokered fruit were sold during the fourth quarter of fiscal year 2021 at an $18.44 average price per carton compared to approximately 449,000 cartons sold at an $18.13 average price per carton during the fourth quarter of fiscal year 2020. Brokered fruit revenue is primarily comprised of packed fruit for resale where the Company is the principal in the transaction.
The Company recognized nominal avocado revenue in the fourth quarter of fiscal year 2021, compared to $0.5 million in the same period last fiscal year. Approximately 3,000 pounds of avocados were sold in aggregate during the fourth quarter of fiscal year 2021 at a $1.36 average price per pound compared to approximately 0.5 million pounds sold at a $0.99 average price per pound during the fourth quarter of fiscal year 2020. The reduction in avocado revenue compared to the prior year is due to the highly publicized lack of rainfall throughout California and the West Coast, which reduced the overall size of the actual avocado fruit pieces. The fruit harvest was essentially completed in the third quarter of fiscal year 2021.
The Company recognized nominal orange revenue in the fourth quarter of fiscal year 2021, compared to $0.5 million in the same period of fiscal year 2020. The decrease is primarily attributable to pricing adjustments in the fourth quarter of fiscal year 2021 related to oranges delivered to third-party packinghouses. Specialty citrus and other crop revenues increased to $3.2 million for the fourth quarter of fiscal year 2021, compared to $2.0 million in the same period of fiscal year 2020, primarily due to increased production of wine grapes.
Total costs and expenses for the fourth quarter of fiscal year 2021 were $40.0 million, compared to $39.3 million in the fourth quarter of last fiscal year.
Despite the temporary challenges with the Company’s supply chain, operating loss for the fourth quarter of fiscal year 2021 decreased to $6.5 million, compared to operating loss of $9.5 million in the fourth quarter of the previous fiscal year.
Net loss applicable to common stock for the fourth quarter of fiscal year 2021 was $5.0 million, compared to net loss of $7.6 million in the fourth quarter of fiscal year 2020. Net loss per diluted share for the fourth quarter of fiscal year 2021 was $0.28 compared to net loss per diluted share of $0.43 for the same period of fiscal year 2020.
Adjusted net loss for the fourth quarter of fiscal year 2021 was $4.9 million or $0.28 per diluted share, compared to the fourth quarter of fiscal year 2020 of $7.6 million or $0.43 per diluted share. A reconciliation of net loss attributable to Limoneira Company to adjusted net loss is provided at the end of this release.
Adjusted EBITDA was a loss of $3.5 million in the fourth quarter of fiscal year 2021, compared to a loss of $7.2 million in the same period of fiscal year 2020. A reconciliation of net loss attributable to Limoneira Company to adjusted EBITDA is provided at the end of this release.
Fiscal Year 2021 Results
For the fiscal year ended October 31, 2021, revenue was $166.0 million, compared to $164.6 million in the same period last fiscal year. Operating loss for fiscal year 2021 was $6.3 million, compared to an operating loss of $19.0 million for fiscal year 2020. The effective tax rate for fiscal year 2021 decreased to 6.4% from 32.2% in the prior year primarily due to allowances on deferred tax assets in Chile and Argentina. The Company recorded a $0.3 million income tax benefit on $4.2 million of pre-tax losses compared to a benefit of $8.5 million on pre-tax losses of $26.4 million in fiscal year 2020. Net loss applicable to common stock was $3.9 million for fiscal year 2021, compared to a net loss applicable to common stock of $16.9 million for fiscal year 2020. Net loss per diluted share for fiscal year 2021 was $0.23, compared to a net loss per diluted share of $0.96 for fiscal year 2020.
For fiscal year 2021, adjusted net loss attributable to Limoneira Company was $3.9 million compared to adjusted net loss attributable to Limoneira Company of $12.0 million for fiscal year 2020. In fiscal year 2021, adjusted net loss per diluted share was $0.22 compared to adjusted net loss per diluted share of $0.68 for fiscal year 2020, based on approximately 17.6 million and 17.7 million, respectively, weighted average diluted common shares outstanding.
Adjusted EBITDA for fiscal year 2021 was $7.3 million compared to a loss of $6.3 million in the same period last year.
Balance Sheet and Liquidity
During the fiscal year ended October 31, 2021, net cash provided by operating activities was $9.6 million, compared to net cash used in operating activities of $11.3 million in the prior fiscal year. For fiscal year 2021, net cash used in investing activities was $10.2 million, compared to net cash provided by investing activities of $3.8 million in the prior fiscal year. Net cash provided by financing activities was $0.5 million for fiscal year 2021, compared to net cash provided by financing activities of $7.4 million in the same period last fiscal year.
Long-term debt as of October 31, 2021, was $130.4 million, compared to $122.6 million at the end of fiscal year 2020.
Real Estate Development and Property Sales
The Company’s joint venture with The Lewis Group of Companies (“Lewis”) for the residential development of its East Area I real estate development project, named Harvest at Limoneira, is currently expected to have approximately 1,500 total residential units built and sold over the life of the project. Through October 31, 2021, the joint venture has closed the sales of lots representing 586 residential units. This concludes the sale of lots in Phase 1 of this development and the Company is now focused on the 554 lots in Phase 2.
In July 2021, the Company entered into a non-binding letter of intent to sell approximately 25 acres of its East Area II property in five staged purchases to an investment company for the purpose of constructing a medical campus consisting of medical office buildings and an acute care hospital. Completion of the transaction is subject to the execution of a purchase and sale agreement and resolution of certain contingencies.
In the first quarter of fiscal year 2020, the Company entered into an agreement to sell its Sevilla property for $2.7 million, which is expected to close in the second quarter of fiscal year 2022. After transaction and other costs, the Company expects to receive proceeds of approximately $2.6 million and recognize an immaterial gain upon closing. As of October 31, 2021, the $2.5 million carrying value of the property was classified as held for sale and included in prepaid expenses and other current assets.
COVID-19
The COVID-19 pandemic has had an adverse impact on the industries and markets in which the Company conducts business. In particular, the United States lemon market has seen a significant decline in volume, with lemon demand falling since widespread shelter in place orders were issued in mid-March 2020, resulting in a significant market oversupply. The export market for fresh product has also significantly declined due to the COVID-19 pandemic impacts. As of October 31, 2021, the demand within both markets is recovering but has not yet returned to pre-pandemic levels.
The decline in demand for Limoneira’s products beginning the second quarter of fiscal year 2020, which the Company believes was due to the COVID-19 pandemic, negatively impacted sales and profitability for the last three quarters of fiscal year 2020 and all of fiscal year 2021. Limoneira’s retail food and club grocery business has performed significantly better than expectations during this period and fared better than its foodservice business, which has suffered from closures of full-service restaurants, quick service restaurants and bar business due to the COVID-19 pandemic. In an effort to offset the declines from foodservice, the Company pivoted heavily toward retail food and club grocery and picked up additional accounts during the fiscal year ended October 31, 2020. While the duration of these trends and the magnitude of such impacts cannot be precisely estimated at this time, as they are influenced by a number of factors outside management’s control, the Company is strengthening its position as its foodservice business begins to come back.
Limoneira is continuing to closely monitor the impact of the COVID-19 pandemic and is taking actions to ensure its ability to safeguard the health of its employees, maintain the ability to serve customers and manage its financial performance and liquidity.
Guidance
The COVID-19 pandemic continues to affect the Company’s food service business and industry logistics on a global basis. The Company believes it will experience improving results in fiscal year 2022 compared to fiscal year 2021 due to its stronger position in retail food and club grocery and growing brokered fruit revenues. As food service and export markets recover, the Company expects lemon prices to increase in fiscal year 2022 compared to fiscal year 2021.
The Company expects fresh lemon volumes to be in the range of 4.5 million to 5.0 million cartons for fiscal year 2022. Avocado volumes are expected to be in the range of 5.0 million to 6.0 million pounds for fiscal year 2022.
The Company expects to receive $80 million from Harvest at Limoneira during the next five fiscal years, beginning in fiscal year 2022.
Current Harvest at Limoneira Cash Flow Projections
| Fiscal Years | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | |||||||||||||||||||||||||||||
| Projected Distributions | Neutral | $3 Million | $15 Million | $27 Million | $25 Million | $10 Million | |||||||||||||||||||||||||||||
The Company has an additional 1,000 acres of non-bearing lemons estimated to become full bearing over the next four years, which will enable the Company to achieve strong organic growth for many years to come. The Company expects 200 of the 1,000 acres to become full bearing in fiscal year 2022. The Company anticipates this additional acreage will increase its domestic supply of Limoneira-owned lemons from its 2021 level by approximately 50%, or by about 900 thousand to 1.3 million additional fresh cartons, as the non-bearing and planned acreage becomes productive. The Company also expects to have a steady increase in third-party grower fruit. The foregoing describes organic growth and does not include potential acquisition opportunities for the Company in its highly fragmented industry.
Conference Call Information
The Company will host a conference call to discuss its financial results today at 1:30 pm Pacific Time (4:30 pm Eastern Time). Investors interested in participating in the live call can dial (877) 705-6003 from the U.S. International callers can dial (201) 493-6725. A telephone replay will be available approximately two hours after the call concludes and will be available through Monday, January 24, 2022, by dialing (844) 512-2921 from the U.S., or (412) 317-6671 from international locations; the passcode is 13724564.
About Limoneira Company
Limoneira Company, a 129-year-old international agribusiness headquartered in Santa Paula, California, has grown to become one of the premier integrated agribusinesses in the world. Limoneira (lē moñ âra) is a dedicated sustainability company with 15,400 acres of rich agricultural lands, real estate properties, and water rights in California, Arizona, Chile and Argentina. The Company is a leading producer of lemons, avocados, oranges, specialty citrus and other crops that are enjoyed throughout the world. For more about Limoneira Company, visit www.limoneira.com.
Investor:
John Mills
Managing Partner
ICR 646-277-1254
Forward-Looking Statements
This press release contains forward-looking statements, including guidance for fiscal years 2022 and beyond, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Limoneira’s current expectations about future events and can be identified by terms such as “expect,” “may,” “anticipate,” “intend,” “should be,” “will be,” “is likely to,” “strive to,” and similar expressions referring to future periods.
Limoneira believes the expectations reflected in the forward-looking statements are reasonable but cannot guarantee future results, level of activity, performance or achievements. Actual results may differ materially from those expressed or implied in the forward-looking statements. Therefore, Limoneira cautions you against relying on any of these forward-looking statements. Factors that may cause future outcomes to differ materially from those foreseen in forward-looking statements include, but are not limited to: additional impacts from the current COVID-19 pandemic, changes in laws, regulations, rules, quotas, tariffs and import laws; weather conditions that affect production, transportation, storage, import and export of fresh product; increased pressure from crop disease, insects and other pests; disruption of water supplies or changes in water allocations; pricing and supply of raw materials and products; market responses to industry volume pressures; pricing and supply of energy; changes in interest and currency exchange rates; availability of financing for land development activities; political changes and economic crises; international conflict; acts of terrorism; labor disruptions, strikes or work stoppages; loss of important intellectual property rights; inability to pay debt obligations; inability to engage in certain transactions due to restrictive covenants in debt instruments; government restrictions on land use; and market and pricing risks due to concentrated ownership of stock. Other risks and uncertainties include those that are described in Limoneira’s SEC filings that are available on the SEC’s website at http://www.sec.gov. Limoneira undertakes no obligation to subsequently update or revise the forward-looking statements made in this press release, except as required by law.
LIMONEIRA COMPANY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
($ in thousands, except share amounts)
| October 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash | $ | 439 | $ | 501 | |||||||
| Accounts receivable, net | 17,483 | 16,261 | |||||||||
| Cultural costs | 7,500 | 6,865 | |||||||||
| Prepaid expenses and other current assets | 10,709 | 10,688 | |||||||||
| Receivables/other from related parties | 5,958 | 2,294 | |||||||||
| Income taxes receivable | — | 5,911 | |||||||||
| Total current assets | 42,089 | 42,520 | |||||||||
| Property, plant and equipment, net | 242,420 | 242,649 | |||||||||
| Real estate development | 22,828 | 21,636 | |||||||||
| Equity in investments | 64,072 | 61,214 | |||||||||
| Goodwill | 1,527 | 1,535 | |||||||||
| Intangible assets, net | 8,329 | 11,309 | |||||||||
| Other assets | 11,011 | 8,737 | |||||||||
| Total assets | $ | 392,276 | $ | 389,600 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 8,963 | $ | 5,838 | |||||||
| Growers and suppliers payable | 10,371 | 8,126 | |||||||||
| Accrued liabilities | 6,542 | 7,947 | |||||||||
| Payables to related parties | 6,976 | 6,273 | |||||||||
| Current portion of long-term debt | 2,472 | 3,277 | |||||||||
| Total current liabilities | 35,324 | 31,461 | |||||||||
| Long-term liabilities: | |||||||||||
| Long-term debt, less current portion | 130,353 | 122,571 | |||||||||
| Deferred income taxes | 22,853 | 22,430 | |||||||||
| Other long-term liabilities | 4,501 | 6,568 | |||||||||
| Total liabilities | 193,031 | 183,030 | |||||||||
| Commitments and contingencies | — | — | |||||||||
| Series B Convertible Preferred Stock – $100.00 par value (50,000 shares authorized: 14,790 shares issued and outstanding at October 31, 2021 and 2020) (8.75% coupon rate) | 1,479 | 1,479 | |||||||||
| Series B-2 Convertible Preferred Stock – $100.00 par value (10,000 shares authorized: 9,300 shares issued and outstanding at October 31, 2021 and 2020) (4% dividend rate on liquidation value of $1,000 per share) | 9,331 | 9,331 | |||||||||
| Stockholders' equity: | |||||||||||
| Series A Junior Participating Preferred Stock – $0.01 par value (20,000 shares authorized: zero issued or outstanding at October 31, 2021 and 2020) | — | — | |||||||||
| Common Stock – $0.01 par value (39,000,000 shares authorized: 17,936,377 and 17,857,707 shares issued and 17,685,400 and 17,606,730 shares outstanding at October 31, 2021 and 2020, respectively) | 179 | 179 | |||||||||
| Additional paid-in capital | 163,965 | 162,084 | |||||||||
| Retained earnings | 21,552 | 30,797 | |||||||||
| Accumulated other comprehensive loss | (5,733) | (7,548) | |||||||||
| Treasury stock, at cost, 250,977 shares at October 31, 2021 and 2020 | (3,493) | (3,493) | |||||||||
| Noncontrolling interest | 11,965 | 13,741 | |||||||||
| Total stockholders' equity | 188,435 | 195,760 | |||||||||
| Total liabilities and stockholders' Equity | $ | 392,276 | $ | 389,600 | |||||||
LIMONEIRA COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
($ in thousands, except share amounts)
| Three Months Ended October 31, | Twelve Months Ended October 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Agribusiness | $ | 32,301 | $ | 28,628 | $ | 161,381 | $ | 159,937 | |||||||||||||||
| Other operations | 1,194 | 1,145 | 4,646 | 4,622 | |||||||||||||||||||
| Total net revenues | 33,495 | 29,773 | 166,027 | 164,559 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Agribusiness | 34,421 | 32,482 | 148,492 | 157,281 | |||||||||||||||||||
| Other operations | 1,143 | 1,108 | 4,332 | 4,504 | |||||||||||||||||||
| Loss (gain) on disposal of assets | 109 | (17) | 109 | 502 | |||||||||||||||||||
| Selling, general and administrative | 4,273 | 5,723 | 19,427 | 21,280 | |||||||||||||||||||
| Total costs and expenses | 39,946 | 39,296 | 172,360 | 183,567 | |||||||||||||||||||
| Operating loss | (6,451) | (9,523) | (6,333) | (19,008) | |||||||||||||||||||
| Other expense (income): | |||||||||||||||||||||||
| Interest income | 100 | 51 | 379 | 362 | |||||||||||||||||||
| Interest expense | (439) | (648) | (1,501) | (2,048) | |||||||||||||||||||
| Equity in earnings (loss) of investments | 732 | (2) | 3,203 | 339 | |||||||||||||||||||
| Loss on stock in Calavo Growers, Inc. | — | — | — | (6,299) | |||||||||||||||||||
| Other income, net | 6 | (27) | 89 | 219 | |||||||||||||||||||
| Total other expense (income) | 399 | (626) | 2,170 | (7,427) | |||||||||||||||||||
| Loss before income tax benefit | (6,052) | (10,149) | (4,163) | (26,435) | |||||||||||||||||||
| Income tax benefit | 1,388 | 2,618 | 266 | 8,494 | |||||||||||||||||||
| Net loss | (4,664) | (7,531) | (3,897) | (17,941) | |||||||||||||||||||
| (Income) loss attributable to noncontrolling interest | (207) | 97 | 456 | 1,506 | |||||||||||||||||||
| Net loss attributable to Limoneira Company | (4,871) | (7,434) | (3,441) | (16,435) | |||||||||||||||||||
| Preferred dividends | (125) | (125) | (501) | (501) | |||||||||||||||||||
| Net loss applicable to common stock | $ | (4,996) | $ | (7,559) | $ | (3,942) | $ | (16,936) | |||||||||||||||
| Basic net loss per common share | $ | (0.28) | $ | (0.43) | $ | (0.23) | $ | (0.96) | |||||||||||||||
| Diluted net loss per common share | $ | (0.28) | $ | (0.43) | $ | (0.23) | $ | (0.96) | |||||||||||||||
| Weighted-average common shares outstanding-basic | 17,572,000 | 17,617,000 | 17,555,000 | 17,666,000 | |||||||||||||||||||
| Weighted-average common shares outstanding-diluted | 17,572,000 | 17,617,000 | 17,555,000 | 17,666,000 | |||||||||||||||||||
Non-GAAP Financial Measures
Due to significant depreciable assets associated with the nature of the Company's operations and interest costs associated with its capital structure, management believes that earnings before interest, income taxes, depreciation and amortization ("EBITDA") and adjusted EBITDA, which excludes loss on stock in Calavo and loss (gain) on disposal of assets, is an important measure to evaluate the Company’s results of operations between periods on a more comparable basis. In addition, we have presented adjusted net loss attributable to Limoneira Company and adjusted net loss per common share attributable to Limoneira Company to reflect the exclusion of loss on stock in Calavo and loss (gain) on disposal of assets. Adjusted EBITDA, adjusted net loss attributable to Limoneira Company and adjusted net loss per common share attributable to Limoneira Company in previous periods also excluded LLCB earnings in equity investment which is no longer excluded due to management’s anticipation of future cash distributions related to the investment in LLCB. Adjusted EBITDA, adjusted net loss attributable to Limoneira Company and adjusted net loss per common share attributable to Limoneira Company for prior periods have been restated to conform to the current presentation. 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 the Company and may not be consistent with methodologies used by other companies. The Company has not provided a reconciliation of forward-looking non-GAAP measures, primarily due to variability and difficulty in making accurate forecasts and projections, as not all of the information necessary for a quantitative reconciliation is available to the Company without unreasonable efforts.
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):
| Three Months Ended October 31, | Twelve Months Ended October 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net loss attributable to Limoneira Company | $ | (4,871) | $ | (7,434) | $ | (3,441) | $ | (16,435) | |||||||||||||||
| Interest income | (100) | (51) | (379) | (362) | |||||||||||||||||||
| Interest expense, net of patronage dividends | 439 | 648 | 1,501 | 2,048 | |||||||||||||||||||
| Income tax benefit | (1,388) | (2,618) | (266) | (8,494) | |||||||||||||||||||
| Depreciation and amortization | 2,322 | 2,542 | 9,812 | 10,097 | |||||||||||||||||||
| EBITDA | (3,598) | (6,913) | 7,227 | (13,146) | |||||||||||||||||||
| Loss on stock in Calavo Growers, Inc. | — | — | — | 6,299 | |||||||||||||||||||
| Loss (gain) on disposal of assets | 129 | (267) | 109 | 502 | |||||||||||||||||||
| Adjusted EBITDA | $ | (3,469) | $ | (7,180) | $ | 7,336 | $ | (6,345) | |||||||||||||||
The following is a reconciliation of net loss attributable to Limoneira Company to adjusted net loss attributable to Limoneira Company (in thousands, except share amounts):
| Three Months Ended October 31, | Twelve Months Ended October 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net loss attributable to Limoneira Company | $ | (4,871) | $ | (7,434) | $ | (3,441) | $ | (16,435) | |||||||||||||||
| Preferred dividends and effect of unvested, restricted stock | (135) | (137) | (536) | (545) | |||||||||||||||||||
| Net loss for basic EPS | (5,006) | (7,571) | (3,977) | (16,980) | |||||||||||||||||||
| Loss on stock in Calavo | — | — | — | 6,299 | |||||||||||||||||||
| Loss (gain) on disposal of assets | 129 | (17) | 109 | 502 | |||||||||||||||||||
| Tax effect of adjustments at federal and state rates | (38) | 3 | (32) | (1,795) | |||||||||||||||||||
| Adjusted net loss attributable to Limoneira Company | $ | (4,915) | $ | (7,585) | $ | (3,900) | $ | (11,974) | |||||||||||||||
| Adjusted net loss for diluted EPS | $ | (4,915) | $ | (7,585) | $ | (3,900) | $ | (11,974) | |||||||||||||||
| Actual: | |||||||||||||||||||||||
| Basic net loss per common share | $ | (0.28) | $ | (0.43) | $ | (0.23) | $ | (0.96) | |||||||||||||||
| Diluted net loss per common share | $ | (0.28) | $ | (0.43) | $ | (0.23) | $ | (0.96) | |||||||||||||||
| Weighted-average common shares outstanding-basic | 17,572,000 | 17,617,000 | 17,555,000 | 17,666,000 | |||||||||||||||||||
| Weighted-average common shares outstanding-diluted | 17,572,000 | 17,617,000 | 17,555,000 | 17,666,000 | |||||||||||||||||||
| Adjusted: | |||||||||||||||||||||||
| Basic net loss per common share | $ | (0.28) | $ | (0.43) | $ | (0.22) | $ | (0.68) | |||||||||||||||
| Diluted net loss per common share | $ | (0.28) | $ | (0.43) | $ | (0.22) | $ | (0.68) | |||||||||||||||
| Weighted-average common shares outstanding-basic | 17,572,000 | 17,617,000 | 17,555,000 | 17,666,000 | |||||||||||||||||||
| Weighted-average common shares outstanding-diluted | 17,572,000 | 17,617,000 | 17,555,000 | 17,666,000 | |||||||||||||||||||
Supplemental Information
(in thousands, except acres and average price amounts):
| Agribusiness Segment Information for the Three Months Ended October 31, 2021 | ||||||||||||||||||||
| Fresh Lemons | Lemon Packing | Eliminations | Avocados | Other Agribusiness | Total Agribusiness | |||||||||||||||
| Revenues from external customers | $ | 27,253 | $ | 1,974 | $ | — | $ | 4 | $ | 3,070 | $ | 32,301 | ||||||||
| Intersegment revenue | — | 2,478 | (2,478) | — | — | — | ||||||||||||||
| Total net revenues | 27,253 | 4,452 | (2,478) | 4 | 3,070 | 32,301 | ||||||||||||||
| Costs and expenses | 26,135 | 6,334 | (2,478) | 70 | 2,325 | 32,386 | ||||||||||||||
| Depreciation and amortization | — | — | — | — | — | 2,035 | ||||||||||||||
| Operating income (loss) | $ | 1,118 | $ | (1,882) | $ | — | $ | (66) | $ | 745 | $ | (2,120) | ||||||||
| Agribusiness Segment Information for the Three Months Ended October 31, 2020 | ||||||||||||||||||||
| Fresh Lemons | Lemon Packing | Eliminations | Avocados | Other Agribusiness | Total Agribusiness | |||||||||||||||
| Revenues from external customers | $ | 23,919 | $ | 1,661 | $ | — | $ | 483 | $ | 2,565 | $ | 28,628 | ||||||||
| Intersegment revenue | — | 4,931 | (4,931) | — | — | — | ||||||||||||||
| Total net revenues | 23,919 | 6,592 | (4,931) | 483 | 2,565 | 28,628 | ||||||||||||||
| Costs and expenses | 24,818 | 7,638 | (4,931) | 597 | 2,132 | 30,254 | ||||||||||||||
| Depreciation and amortization | — | — | — | — | — | 2,228 | ||||||||||||||
| Operating (loss) income | $ | (899) | $ | (1,046) | $ | — | $ | (114) | $ | 433 | $ | (3,854) | ||||||||
| Lemons | Q4 2021 | Q4 2020 | Lemon Packing | Q4 2021 | Q4 2020 | |||||||||||||||
| United States: | Cartons packed and sold | 389 | 787 | |||||||||||||||||
| Acres harvested | 3,600 | 3,600 | Revenue | $ | 4,452 | $ | 6,592 | |||||||||||||
| Limoneira cartons sold | 164 | 221 | Direct costs | 6,334 | 7,638 | |||||||||||||||
| Third-party grower cartons sold | 226 | 375 | Operating loss | $ | (1,882) | $ | (1,046) | |||||||||||||
| Average price per carton | $ | 20.00 | $ | 19.23 | ||||||||||||||||
| Chile: | Avocados | Q4 2021 | Q4 2020 | |||||||||||||||||
| Lemon revenue | $ | 300 | $ | 1,100 | Pounds sold | 3 | 487 | |||||||||||||
| 40-pound carton equivalents | 363 | 292 | Average price per pound | $ | 1.36 | $ | 0.99 | |||||||||||||
| Argentina: | ||||||||||||||||||||
| Lemon revenue | $ | 300 | $ | 1,900 | Other Agribusiness | Q4 2021 | Q4 2020 | |||||||||||||
| 40-pound carton equivalents | 172 | 190 | Orange cartons sold | 12 | 8 | |||||||||||||||
| Average price per carton | $ | — | $ | — | ||||||||||||||||
| Lemon shipping and handling | $ | 2,000 | $ | 1,700 | Specialty citrus cartons sold | — | — | |||||||||||||
| Lemon by-product sales | $ | 400 | $ | 500 | Average price per carton | $ | — | $ | — | |||||||||||
| Brokered fruit and other lemon sales | $ | 18,400 | $ | 9,000 | ||||||||||||||||
| Agribusiness costs and expenses | Q4 2021 | Q4 2020 | ||||||||||||||||||
| Packing costs | $ | 6,860 | $ | 8,266 | ||||||||||||||||
| Harvest costs | 3,401 | 3,164 | ||||||||||||||||||
| Growing costs | 4,847 | 5,552 | ||||||||||||||||||
| Third-party grower and supplier costs | 17,278 | 13,272 | ||||||||||||||||||
| Depreciation and amortization | 2,035 | 2,228 | ||||||||||||||||||
| Agribusiness costs and expenses | $ | 34,421 | $ | 32,482 | ||||||||||||||||