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. ¨
Item 2.02 Results of Operations and Financial Condition
On December 21, 2023, Limoneira Company (NASDAQ: LMNR) issued a press release announcing its financial results for the quarter ended October 31, 2023. A copy of the press release is furnished within this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | ||||
Limoneira Company Press Release dated December 21, 2023. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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 | |||||||
| December 21, 2023 | By: | /s/ Mark Palamountain | ||||||
| Mark Palamountain | ||||||||
| Chief Financial Officer and Treasurer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
Exhibit 99.1
Limoneira Company Announces Fiscal Fourth Quarter and Full Year 2023 Financial Results
Company Achieved Year-Over-Year Pricing Improvement in Fresh Lemons in Fourth Quarter of Fiscal Year 2023
Full Year Brokered Lemons and Other Lemon Sales Grew 24% to $30.3 Million Compared to Prior Year and Company Achieved $9.9 Million in Farm Management Revenue in Fiscal Year 2023
Company Achieved Avocado Volume Guidance and Lemon Volume Guidance for Fiscal Year 2023
Company Increases Expected Proceeds from Harvest at Limoneira by 14% to $131 Million
Company Executing Exploration of Strategic Alternatives Intended to Maximize Stockholder Value
SANTA PAULA, Calif.-- (BUSINESS WIRE) – December 21, 2023 -- 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 fiscal fourth quarter and full year ended October 31, 2023.
Management Comments
Harold Edwards, President and Chief Executive Officer of the Company, stated, “I am pleased with our performance in fiscal year 2023 as we achieved our full year avocado and revised lemon volume guidance despite harsh weather conditions and softer pricing throughout most of the year. We ended the year with fresh lemon pricing improving year-over-year in the seasonally soft fourth quarter to the highest level since 2019. Additionally, our Company’s strategic shift towards an “asset-lighter” business model progressed this year and is reflected in our latest results with brokered lemons and other lemon sales growing year-over-year for the second quarter in a row in the fourth quarter and our farm management revenue reaching close to $10 million this fiscal year. We made progress monetizing or eliminating certain non-strategic assets, with the sale of our Northern Properties for $98 million in net cash proceeds, extending a water fallowing program in Yuma, AZ for expected annual proceeds of $1.3 million and exiting our unprofitable farming operations in Cadiz. All of these actions have positioned our Company to be in a much stronger financial position with our balance sheet rightsized and our year-end net debt position at the lowest level since becoming a publicly traded company. This has led us to commence the exploration of a range of strategic alternatives that management and the board believe may maximize value for our stockholders.”
Mr. Edwards continued, “Heading into fiscal year 2024, we are committed to advancing our strategic shift and believe the actions taken this past year have set us up to improve margins in fiscal year 2024. We also anticipate selling the remaining two identified non-strategic assets this next fiscal year for an expected $50 million in proceeds. While rising interest rates this past year caused a temporary slowdown in our Harvest at Limoneira project, we are encouraged to have seen sales pick back up at the end of the year with the remaining 121 residential units in Phase 1 of the project selling-out at a 40% premium to lot sales at the inception of the project. We have adjusted our cash flow projections to account for increased sales prices and now expect to receive $131 million in total proceeds spread out over nine fiscal years, with approximately $8 million received in fiscal year 2022 and $3 million expected in fiscal year 2024.”
Fiscal Year 2023 Fourth Quarter Results
For the fourth quarter of fiscal year 2023, total net revenue increased 4% to $41.4 million, compared to total net revenue of $39.7 million in the fourth quarter of the previous fiscal year. Agribusiness revenue was $40.1 million, compared to $38.2 million in the fourth quarter of last fiscal year. Other operations revenue was $1.3 million, compared to $1.4 million in the fourth quarter of fiscal year 2022.
Agribusiness revenue in the fourth quarter of fiscal year 2023 includes $11.3 million in fresh lemon sales, compared to $13.1 million of fresh lemon sales during the same period of fiscal year 2022. Approximately 550,000 cartons of U.S. packed fresh lemons were sold in aggregate during the fourth quarter of fiscal year 2023 at a $20.39 average price per carton, compared to approximately 680,000 cartons sold at a $19.33 average price per carton during the fourth quarter of fiscal year 2022. Brokered lemons and other lemon sales were $14.4 million and $12.7 million, in the fourth quarter of fiscal years 2023 and 2022, respectively.
The Company recognized no avocado revenue in the fourth quarter of fiscal year 2023, compared to nominal avocado revenue during the same period of fiscal year 2022. The Company recognized $1.9 million of orange revenue in the fourth quarter of fiscal year 2023, compared to $2.7 million in the same period of fiscal year 2022. Approximately 69,000 cartons of oranges were sold during the fourth quarter of fiscal year 2023 at a $28.32 average price per carton, compared to approximately 86,000 cartons sold at a $31.22 average price per carton during the fourth quarter of fiscal year 2022. The decline in volume was primarily due to the sale of the Northern Properties in the first quarter of fiscal year 2023. Specialty citrus and other revenue was $5.4 million for the fourth quarter of fiscal year 2023, compared to $5.5 million in the same period of fiscal year 2022. Farm management revenues were $3.1 million in the fourth quarter of fiscal year 2023, primarily due to the Northern Properties farming, management and operations services. There were no farm management revenues in the fourth quarter of fiscal year 2022.
Total costs and expenses in the fourth quarter of fiscal year 2023 were $51.1 million, compared to $41.5 million in the fourth quarter of last fiscal year. The increase of $9.6 million was primarily due to farm management costs expensed in fiscal year 2023 but capitalized as cultural costs in fiscal year 2022 and decreased gain on asset disposals.
Operating loss for the fourth quarter of fiscal year 2023 was $9.7 million, compared to operating loss of $1.9 million in the fourth quarter of the previous fiscal year, primarily due to increased costs and expenses as described above.
Net loss applicable to common stock, after preferred dividends, for the fourth quarter of fiscal year 2023 was $3.6 million, compared to net loss applicable to common stock of $2.8 million in the fourth quarter of fiscal year 2022. Net loss per diluted share for the fourth quarter of fiscal year 2023 was $0.20, compared to net loss per diluted share of $0.16 for the same period of fiscal year 2022.
Adjusted net loss for diluted EPS in the fourth quarter of fiscal year 2023 was $2.6 million or $0.15 per diluted share, compared to the fourth quarter of fiscal year 2022 of $5.7 million or $0.32 per diluted share, based on approximately 17.6 million and 17.5 million, respectively, adjusted weighted average diluted common shares outstanding. A reconciliation of net (loss) income attributable to Limoneira Company to adjusted net loss for diluted EPS is provided at the end of this release.
Adjusted EBITDA was a loss of $1.3 million in the fourth quarter of fiscal year 2023, compared to a loss of $3.8 million in the same period of fiscal year 2022. A reconciliation of net (loss) income attributable to Limoneira Company to adjusted EBITDA is provided at the end of this release.
Fiscal Year 2023 Results
For the fiscal year ended October 31, 2023, revenues were $179.9 million, compared to $184.6 million in fiscal year 2022. Operating income for fiscal year 2023 was $10.8 million, compared to operating income of $2.2 million in the prior fiscal year. Net income applicable to common stock was $8.9 million for fiscal year 2023, compared to net loss applicable to common stock of $737,000 for fiscal year 2022. Net income per diluted share for fiscal year 2023 was $0.50, compared to net loss per diluted share of $0.04 for fiscal year 2022.
For fiscal year 2023, adjusted net loss for diluted EPS was $7.6 million compared to adjusted net loss for diluted EPS of $1.3 million for fiscal year 2022. In fiscal year 2023, adjusted net loss per diluted share was $0.43, compared to adjusted net loss per diluted share of $0.08 for fiscal year 2022, based on approximately 17.6 million and 17.5 million adjusted weighted average diluted common shares outstanding for fiscal years 2023 and 2022, respectively.
Adjusted EBITDA for fiscal year 2023 was a loss of $224,000, compared to income of $11.9 million in the prior fiscal year.
Balance Sheet and Liquidity
During fiscal year ended October 31, 2023, net cash used in operating activities was $15.9 million, compared to net cash provided by operating activities of $14.8 million in the prior fiscal year. For fiscal year 2023, net cash provided by investing activities was $90.6 million, compared to $19.4 million in the prior fiscal year. Net cash used in financing activities was $71.9 million for fiscal year 2023, compared to $33.5 million in the prior fiscal year.
On January 31, 2023, the Company sold its Northern Properties, which resulted in total net proceeds of $98.4 million. The proceeds were used to pay down all of the Company’s domestic debt except the AgWest Farm Credit $40.0 million non-revolving line of credit with an interest rate that is fixed at 3.57% through July 1, 2025. Long-term debt as of October 31, 2023, was $40.6 million, compared to $104.1 million at the end of fiscal year 2022. Debt levels as of October 31, 2023, less $3.6 million of cash on hand, resulted in a net debt position of $37.4 million at the end of fiscal year 2023.
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. In October 2023, the joint venture closed on lot sales representing 121 residential units, thus completing the sell-out of Phase 1 of the development. A total of 707 residential units have closed from the project’s inception to October 31, 2023.
In October 2022, the Company contributed 17 acres, known as the East Area I retained property, to a newly formed development entity, LLCB II, LLC, to potentially develop additional residential units and sold a 50% interest to Lewis for approximately $7.9 million in net cash proceeds.
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.
Guidance
The Company’s food service business and industry logistics continue to experience slowdown due to supply chain and inflationary pressures on a global basis.
The Company expects fresh lemon volumes to be in the range of 5.0 million to 5.5 million cartons for fiscal year 2024. Avocado volumes are expected to be in the range of 7.0 million to 8.0 million pounds for fiscal year 2024.
The Company now expects to receive a 14% increase in total proceeds of $131 million from Harvest at Limoneira, LLCB II and East Area II spread out over nine fiscal years, with approximately $8 million received in fiscal year 2022.
Updated Harvest at Limoneira Cash Flow Projections (in millions)
| Fiscal Year | 2022 Actual | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | ||||||||||||||||||||||||||||||||||||||||||
| Projected Distributions | $8 | $3 | $8 | $20 | $30 | $32 | $15 | $15 | ||||||||||||||||||||||||||||||||||||||||||
The Company has 700 acres of non-bearing lemons and avocados estimated to become full bearing over the next four to five years, which the Company expects will enable strong organic growth in the coming years. Additionally, the Company plans to expand its plantings of avocados over the next three years and also expects to have a steady increase in third-party grower fruit. The foregoing describes organic growth opportunities 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 on December 21, 2023, at 1:30 pm Pacific Time (4:30 pm Eastern Time). Investors interested in participating in the live call can dial (877) 407-0789 from the U.S. International callers can dial (201) 689-8562. A telephone replay will be available approximately two hours after the call concludes and will be available through January 4, 2024, by dialing (844) 512-2921 from the U.S., or (412) 317-6671 from international locations; passcode is 13742481.
About Limoneira Company
Limoneira Company, a 130-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 11,100 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 and other crops that are enjoyed throughout the world. For more about Limoneira Company, visit www.limoneira.com.
Investors
John Mills
Managing Partner
ICR 646-277-1254
Forward-Looking Statements
This press release contains forward-looking statements 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: success in executing the Company’s business plans and strategies, including the review and evaluation of strategic transactions; the process by which the Company engages in its evaluation of strategic transactions; the outcome of potential future strategic transactions and the terms thereof; the possibility that the evaluation of potential strategic transactions will not realize any additional value to our stockholders, and managing the risks involved in the foregoing; 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; disruption in the global supply chain; 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 and per share data)
| October 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash | $ | 3,631 | $ | 857 | |||||||
| Accounts receivable, net | 14,458 | 15,651 | |||||||||
| Cultural costs | 2,334 | 8,643 | |||||||||
| Prepaid expenses and other current assets | 5,588 | 8,496 | |||||||||
| Receivables/other from related parties | 4,214 | 3,888 | |||||||||
| Total current assets | 30,225 | 37,535 | |||||||||
| Property, plant and equipment, net | 160,631 | 222,628 | |||||||||
| Real estate development | 9,987 | 9,706 | |||||||||
| Equity in investments | 78,816 | 72,855 | |||||||||
| Goodwill | 1,512 | 1,506 | |||||||||
| Intangible assets, net | 6,657 | 7,317 | |||||||||
| Other assets | 13,382 | 16,971 | |||||||||
| Total assets | $ | 301,210 | $ | 368,518 | |||||||
| Liabilities, Convertible Preferred Stock and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 9,892 | $ | 10,663 | |||||||
| Growers and suppliers payable | 9,629 | 10,740 | |||||||||
| Accrued liabilities | 8,651 | 11,279 | |||||||||
| Payables to related parties | 4,805 | 4,860 | |||||||||
| Current portion of long-term debt | 381 | 1,732 | |||||||||
| Total current liabilities | 33,358 | 39,274 | |||||||||
| Long-term liabilities: | |||||||||||
| Long-term debt, less current portion | 40,628 | 104,076 | |||||||||
| Deferred income taxes | 22,172 | 23,497 | |||||||||
| Other long-term liabilities | 4,555 | 9,807 | |||||||||
| Total liabilities | 100,713 | 176,654 | |||||||||
| 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, 2023 and October 31, 2022) (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, 2023 and October 31, 2022) (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, 2023 and October 31, 2022) | — | — | |||||||||
| Common Stock – $0.01 par value (39,000,000 shares authorized: 18,192,009 and 17,935,292 shares issued and 17,941,032 and 17,684,315 shares outstanding at October 31, 2023 and October 31, 2022, respectively) | 179 | 177 | |||||||||
| Additional paid-in capital | 168,441 | 165,169 | |||||||||
| Retained earnings | 19,017 | 15,500 | |||||||||
| Accumulated other comprehensive loss | (5,666) | (7,908) | |||||||||
| Treasury stock, at cost, 250,977 shares at October 31, 2023 and October 31, 2022 | (3,493) | (3,493) | |||||||||
| Noncontrolling interest | 11,209 | 11,609 | |||||||||
| Total stockholders' equity | 189,687 | 181,054 | |||||||||
| Total liabilities, convertible preferred stock and stockholders' equity | $ | 301,210 | $ | 368,518 | |||||||
LIMONEIRA COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
| Three Months Ended October 31, | Years Ended October 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Agribusiness | $ | 40,085 | $ | 38,235 | $ | 174,381 | $ | 179,281 | |||||||||||||||
| Other operations | 1,348 | 1,423 | 5,520 | 5,324 | |||||||||||||||||||
| Total net revenues | 41,433 | 39,658 | 179,901 | 184,605 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Agribusiness | 42,894 | 40,345 | 169,169 | 160,651 | |||||||||||||||||||
| Other operations | 1,331 | 1,144 | 4,612 | 4,438 | |||||||||||||||||||
| Loss (gain) on disposal of assets, net | 350 | (5,003) | (28,849) | (4,500) | |||||||||||||||||||
| Gain on legal settlement | — | — | (2,269) | — | |||||||||||||||||||
| Selling, general and administrative | 6,548 | 5,059 | 26,455 | 21,815 | |||||||||||||||||||
| Total costs and expenses | 51,123 | 41,545 | 169,118 | 182,404 | |||||||||||||||||||
| Operating (loss) income | (9,690) | (1,887) | 10,783 | 2,201 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 116 | — | 364 | 53 | |||||||||||||||||||
| Interest expense, net of patronage dividends | (77) | (1,039) | (494) | (2,291) | |||||||||||||||||||
| Equity in earnings of investments, net | 4,808 | 660 | 5,322 | 1,341 | |||||||||||||||||||
| Other income (expense), net | 16 | (1,061) | (2,611) | (955) | |||||||||||||||||||
| Total other income (expense) | 4,863 | (1,440) | 2,581 | (1,852) | |||||||||||||||||||
| (Loss) income before income tax benefit (provision) | (4,827) | (3,327) | 13,364 | 349 | |||||||||||||||||||
| Income tax benefit (provision) | 1,290 | 562 | (4,247) | (823) | |||||||||||||||||||
| Net (loss) income | (3,537) | (2,765) | 9,117 | (474) | |||||||||||||||||||
| Net loss attributable to noncontrolling interest | 82 | 109 | 283 | 238 | |||||||||||||||||||
| Net (loss) income attributable to Limoneira Company | (3,455) | (2,656) | 9,400 | (236) | |||||||||||||||||||
| Preferred dividends | (125) | (125) | (501) | (501) | |||||||||||||||||||
| Net (loss) income applicable to common stock | $ | (3,580) | $ | (2,781) | $ | 8,899 | $ | (737) | |||||||||||||||
| Basic net (loss) income per common share | $ | (0.20) | $ | (0.16) | $ | 0.50 | $ | (0.04) | |||||||||||||||
| Diluted net (loss) income per common share | $ | (0.20) | $ | (0.16) | $ | 0.50 | $ | (0.04) | |||||||||||||||
| Weighted-average common shares outstanding-basic | 17,622 | 17,540 | 17,603 | 17,513 | |||||||||||||||||||
| Weighted-average common shares outstanding-diluted | 17,622 | 17,540 | 17,603 | 17,513 | |||||||||||||||||||
Non-GAAP Financial Measures
Due to significant depreciable assets associated with the nature of the Company's operations and interest costs associated with our capital structure, management believes that earnings before interest, income taxes, depreciation and amortization ("EBITDA") and adjusted EBITDA, which excludes stock-based compensation, named executive officer cash severance, pension settlement cost, loss (gain) on disposal of assets, net, cash bonus related to sale of assets and gain on legal settlement 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 the Company and may not be consistent with methodologies used by other companies.
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):
| Three Months Ended October 31, | Years Ended October 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net (loss) income attributable to Limoneira Company | $ | (3,455) | $ | (2,656) | $ | 9,400 | $ | (236) | |||||||||||||||
| Interest income | (116) | — | (364) | (53) | |||||||||||||||||||
| Interest expense, net of patronage dividends | 77 | 1,039 | 494 | 2,291 | |||||||||||||||||||
| Income tax (benefit) provision | (1,290) | (562) | 4,247 | 823 | |||||||||||||||||||
| Depreciation and amortization | 2,066 | 2,366 | 8,576 | 9,798 | |||||||||||||||||||
| EBITDA | (2,718) | 187 | 22,353 | 12,623 | |||||||||||||||||||
| Stock-based compensation | 1,057 | 739 | 3,841 | 2,732 | |||||||||||||||||||
| Named executive officer cash severance | — | (338) | — | 432 | |||||||||||||||||||
| Pension settlement cost | — | 607 | 2,700 | 607 | |||||||||||||||||||
| Loss (gain) on disposal of assets, net | 350 | (5,003) | (28,849) | (4,500) | |||||||||||||||||||
| Cash bonus related to sale of assets | — | — | 2,000 | — | |||||||||||||||||||
| Gain on legal settlement | — | — | (2,269) | — | |||||||||||||||||||
| Adjusted EBITDA | $ | (1,311) | $ | (3,808) | $ | (224) | $ | 11,894 | |||||||||||||||
The following is a reconciliation of net (loss) income attributable to Limoneira Company to adjusted net loss for diluted EPS (in thousands, except per share data):
| Three Months Ended October 31, | Years Ended October 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net (loss) income attributable to Limoneira Company | $ | (3,455) | $ | (2,656) | $ | 9,400 | $ | (236) | |||||||||||||||
| Effect of preferred stock and unvested, restricted stock | (152) | (133) | (589) | (551) | |||||||||||||||||||
| Stock-based compensation | 1,057 | 739 | 3,841 | 2,732 | |||||||||||||||||||
| Named executive officer cash severance | — | (338) | — | 432 | |||||||||||||||||||
| Pension settlement cost | — | 607 | 2,700 | 607 | |||||||||||||||||||
| Loss (gain) on disposal of assets, net | 350 | (5,003) | (28,849) | (4,500) | |||||||||||||||||||
| Cash bonus related to sale of assets | — | — | 2,000 | — | |||||||||||||||||||
| Gain on legal settlement | — | — | (2,269) | — | |||||||||||||||||||
| Tax effect of adjustments at federal and state rates | (386) | 1,088 | 6,193 | 199 | |||||||||||||||||||
| Adjusted net loss for diluted EPS | $ | (2,586) | $ | (5,696) | $ | (7,573) | $ | (1,317) | |||||||||||||||
| Diluted net (loss) income per common share | $ | (0.20) | $ | (0.16) | $ | 0.50 | $ | (0.04) | |||||||||||||||
| Adjusted diluted net loss per common share | $ | (0.15) | $ | (0.32) | $ | (0.43) | $ | (0.08) | |||||||||||||||
| Weighted-average common shares outstanding - diluted | 17,622 | 17,540 | 17,603 | 17,513 | |||||||||||||||||||
| Adjusted weighted-average common shares outstanding - diluted | 17,622 | 17,540 | 17,603 | 17,513 | |||||||||||||||||||
Supplemental Information
(in thousands, except acres and average price amounts):
Agribusiness Segment Information for the Three Months Ended October 31, 2023 | ||||||||||||||||||||
| Fresh Lemons | Lemon Packing | Eliminations | Avocados | Other Agribusiness | Total Agribusiness | |||||||||||||||
| Revenues from external customers | $ | 26,624 | $ | 3,030 | $ | — | $ | — | $ | 10,431 | $ | 40,085 | ||||||||
| Intersegment revenue | — | 3,725 | (3,725) | — | — | — | ||||||||||||||
| Total net revenues | 26,624 | 6,755 | (3,725) | — | 10,431 | 40,085 | ||||||||||||||
| Costs and expenses | 26,459 | 9,121 | (3,725) | — | 9,326 | 41,181 | ||||||||||||||
| Depreciation and amortization | — | — | — | — | — | 1,713 | ||||||||||||||
| Operating income (loss) | $ | 165 | $ | (2,366) | $ | — | $ | — | $ | 1,105 | $ | (2,809) | ||||||||
Agribusiness Segment Information for the Three Months Ended October 31, 2022 | ||||||||||||||||||||
| Fresh Lemons | Lemon Packing | Eliminations | Avocados | Other Agribusiness | Total Agribusiness | |||||||||||||||
| Revenues from external customers | $ | 26,470 | $ | 3,128 | $ | — | $ | 411 | $ | 8,226 | $ | 38,235 | ||||||||
| Intersegment revenue | — | 4,159 | (4,159) | — | — | — | ||||||||||||||
| Total net revenues | 26,470 | 7,287 | (4,159) | 411 | 8,226 | 38,235 | ||||||||||||||
| Costs and expenses | 23,136 | 8,846 | (4,159) | (24) | 10,486 | 38,285 | ||||||||||||||
| Depreciation and amortization | — | — | — | — | — | 2,060 | ||||||||||||||
| Operating income (loss) | $ | 3,334 | $ | (1,559) | $ | — | $ | 435 | $ | (2,260) | $ | (2,110) | ||||||||
| Lemons | Q4 2023 | Q4 2022 | Lemon Packing | Q4 2023 | Q4 2022 | |||||||||||||||
| United States: | Cartons packed and sold | 549 | 679 | |||||||||||||||||
| Acres harvested | 2,000 | 3,600 | Revenue | $ | 6,755 | $ | 7,287 | |||||||||||||
| Limoneira cartons sold | 208 | 300 | Direct costs | 9,121 | 8,846 | |||||||||||||||
| Third-party grower cartons sold | 341 | 379 | Operating loss | $ | (2,366) | $ | (1,559) | |||||||||||||
| Average price per carton | $ | 20.39 | $ | 19.33 | ||||||||||||||||
| Avocados | Q4 2023 | Q4 2022 | ||||||||||||||||||
| Chile: | Pounds sold | — | 215 | |||||||||||||||||
| Lemon revenue | $ | 1,100 | $ | 300 | Average price per pound | $ | — | $ | — | |||||||||||
| 40-pound carton equivalents | 316 | 87 | ||||||||||||||||||
| Other Agribusiness | Q4 2023 | Q4 2022 | ||||||||||||||||||
| Other: | Orange cartons sold | 69 | 86 | |||||||||||||||||
| Lemon shipping and handling | $ | 3,000 | $ | 3,100 | Average price per carton | $ | 28.32 | $ | 31.22 | |||||||||||
| Lemon by-product sales | $ | — | $ | 300 | Specialty citrus cartons sold | 75 | 68 | |||||||||||||
| Brokered lemons and other lemon sales | $ | 14,400 | $ | 12,700 | Average price per carton | $ | 32.64 | $ | 34.50 | |||||||||||
| Farm management | $ | 3,144 | $ | — | ||||||||||||||||
| Agribusiness costs and expenses | Q4 2023 | Q4 2022 | ||||||||||||||||||
| Packing costs | $ | 9,629 | $ | 9,428 | ||||||||||||||||
| Harvest costs | 2,039 | 3,736 | ||||||||||||||||||
| Growing costs | 9,193 | 5,037 | ||||||||||||||||||
| Third-party grower and supplier costs | 20,320 | 20,084 | ||||||||||||||||||
| Depreciation and amortization | 1,713 | 2,060 | ||||||||||||||||||
| Agribusiness costs and expenses | $ | 42,894 | $ | 40,345 | ||||||||||||||||