x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
77-0260692
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
1141 Cummings Road, Santa Paula, CA
|
93060
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
¨ Large
accelerated filer
|
¨ Accelerated
filer
|
x Non-accelerated
filer
|
¨ Smaller
reporting company
|
(Do not check if a smaller reporting company)
|
PART
I. FINANCIAL INFORMATION
|
3
|
|
Item
1.
|
Financial
Statements (unaudited)
|
3
|
Consolidated
Condensed Balance Sheets – July 31, 2010 and October 31,
2009
|
3
|
|
Consolidated
Condensed Statements of Operations – three and nine months ended July 31,
2010 and 2009
|
4
|
|
Consolidated
Condensed Statements of Comprehensive Income– three and nine months ended
July 31, 2010 and 2009
|
5
|
|
Consolidated
Condensed Statements of Cash Flows – nine months ended July 31, 2010 and
2009
|
6
|
|
Notes
to Consolidated Condensed Financial Statements
|
8
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
23
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
39
|
Item
4.
|
Controls
and Procedures
|
39
|
PART
II. OTHER INFORMATION
|
40
|
|
Item
1.
|
Legal
Proceedings
|
40
|
Item
1A.
|
Risk
Factors
|
40
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
48
|
Item
3.
|
Defaults
Upon Senior Securities
|
48
|
Item
4.
|
[Removed
and Reserved]
|
48
|
Item
5.
|
Other
Information
|
48
|
Item
6.
|
Exhibits
|
48
|
SIGNATURES
|
49
|
July 31,
2010
|
October 31,
2009
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
197,000
|
$
|
603,000
|
||||
Accounts
receivable
|
10,174,000
|
3,735,000
|
||||||
Notes
receivable – related parties
|
-
|
1,519,000
|
||||||
Inventoried
cultural costs
|
698,000
|
858,000
|
||||||
Prepaid
expenses and other current assets
|
1,242,000
|
894,000
|
||||||
Current
assets of discontinued operations
|
169,000
|
9,000
|
||||||
Total
current assets
|
12,480,000
|
7,618,000
|
||||||
Property,
plant, and equipment, net
|
53,743,000
|
53,817,000
|
||||||
Real
estate development
|
62,275,000
|
53,125,000
|
||||||
Assets
held for sale
|
9,441,000
|
6,774,000
|
||||||
Equity
in investments
|
8,860,000
|
1,635,000
|
||||||
Investment
in Calavo Growers, Inc.
|
14,045,000
|
11,870,000
|
||||||
Notes
receivable – related parties
|
92,000
|
284,000
|
||||||
Notes
receivable
|
2,132,000
|
2,000,000
|
||||||
Other
assets
|
4,537,000
|
4,307,000
|
||||||
Noncurrent
assets of discontinued operations
|
277,000
|
438,000
|
||||||
Total
assets
|
$
|
167,882,000
|
$
|
141,868,000
|
||||
Liabilities
and stockholders’ equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
945,000
|
$
|
970,000
|
||||
Growers
payable
|
1,448,000
|
988,000
|
||||||
Accrued
liabilities
|
4,566,000
|
2,764,000
|
||||||
Current
portion of long-term debt
|
619,000
|
465,000
|
||||||
Current
liabilities of discontinued operations
|
-
|
2,000
|
||||||
Total
current liabilities
|
7,578,000
|
5,189,000
|
||||||
Long-term
liabilities:
|
||||||||
Long-term
debt, less current portion
|
91,277,000
|
69,251,000
|
||||||
Deferred
income taxes
|
9,642,000
|
8,764,000
|
||||||
Other
long-term liabilities
|
5,865,000
|
6,903,000
|
||||||
Total
long-term liabilities
|
106,784,000
|
84,918,000
|
||||||
Commitments
and contingencies
|
||||||||
Stockholders’
equity:
|
||||||||
Series
B Convertible Preferred Stock – $100.00 par value (50,000
shares
authorized:
30,000 shares issued and outstanding at July 31, 2010
and
October 31, 2009) (8.75% coupon rate)
|
3,000,000
|
3,000,000
|
||||||
Series
A Junior Participating Preferred Stock – $.01 par value (50,000
shares
authorized:
0 issued or outstanding at July 31, 2010 and October 31,
2009)
|
-
|
-
|
||||||
Common
Stock – $.01 par value (19,900,000 shares authorized:
|
||||||||
11,194,460
and 11,262,880 shares issued and outstanding at July 31,
2010
and October 31, 2009, respectively)
|
112,000
|
113,000
|
||||||
Additional
paid-in capital
|
33,981,000
|
34,718,000
|
||||||
Retained
earnings
|
17,032,000
|
16,386,000
|
||||||
Accumulated
other comprehensive loss
|
(605,000
|
)
|
(2,456,000
|
)
|
||||
Total
stockholders’ equity
|
53,520,000
|
51,761,000
|
||||||
Total
liabilities and stockholders’ equity
|
$
|
167,882,000
|
$
|
141,868,000
|
Three months ended
July 31,
|
Nine months ended
July 31,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenues:
|
||||||||||||||||
Agriculture
|
$ | 21,215,000 | $ | 12,055,000 | $ | 38,689,000 | $ | 22,857,000 | ||||||||
Rental
|
964,000 | 913,000 | 2,881,000 | 2,779,000 | ||||||||||||
Real
estate development
|
51,000 | 16,000 | 231,000 | 24,000 | ||||||||||||
Total
revenues
|
22,230,000 | 12,984,000 | 41,801,000 | 25,660,000 | ||||||||||||
Costs
and expenses:
|
||||||||||||||||
Agriculture
|
9,552,000 | 8,494,000 | 25,236,000 | 22,127,000 | ||||||||||||
Rental
|
534,000 | 484,000 | 1,625,000 | 1,545,000 | ||||||||||||
Real
estate development
|
394,000 | 92,000 | 1,117,000 | 233,000 | ||||||||||||
Selling,
general and administrative
|
2,239,000 | 1,428,000 | 8,068,000 | 4,690,000 | ||||||||||||
Impairment
of real estate assets
|
517,000 | - | 517,000 | - | ||||||||||||
Total
costs and expenses
|
13,236,000 | 10,498,000 | 36,563,000 | 28,595,000 | ||||||||||||
Operating
income (loss)
|
8,994,000 | 2,486,000 | 5,238,000 | (2,935,000 | ) | |||||||||||
Other
income (expense):
|
||||||||||||||||
Interest
expense
|
(437,000 | ) | (203,000 | ) | (1,256,000 | ) | (504,000 | ) | ||||||||
Interest
expense related to derivative instruments
|
(976,000 | ) | - | (1,540,000 | ) | - | ||||||||||
Interest
income
|
27,000 | 54,000 | 85,000 | 177,000 | ||||||||||||
Other
income (expense), net
|
(10,000 | ) | (26,000 | ) | 354,000 | 285,000 | ||||||||||
Total
other (expense)
|
(1,396,000 | ) | (175,000 | ) | (2,357,000 | ) | (42,000 | ) | ||||||||
Income
(loss) from continuing operations before income tax (provision) benefit
and equity in earnings (losses) of investments
|
7,598,000 | 2,311,000 | 2,881,000 | (2,977,000 | ) | |||||||||||
Income
tax (provision) benefit
|
(2,704,000 | ) | (991,000 | ) | (1,043,000 | ) | 1,400,000 | |||||||||
Equity
in earnings (losses) of investments
|
27,000 | (84,000 | ) | 75,000 | (183,000 | ) | ||||||||||
Income
(loss) from continuing operations
|
4,921,000 | 1,236,000 | 1,913,000 | (1,760,000 | ) | |||||||||||
Loss
from discontinued operations, net of income taxes
|
(6,000 | ) | (1,000 | ) | (18,000 | ) | (7,000 | ) | ||||||||
Net
income (loss)
|
4,915,000 | 1,235,000 | 1,895,000 | (1,767,000 | ) | |||||||||||
Preferred
dividends
|
(66,000 | ) | (66,000 | ) | (197,000 | ) | (197,000 | ) | ||||||||
Net
income (loss) applicable to common stock
|
$ | 4,849,000 | $ | 1,169,000 | $ | 1,698,000 | $ | (1,964,000 | ) | |||||||
Per
common share basic:
|
||||||||||||||||
Continuing
operations
|
$ | 0.43 | $ | 0.10 | $ | 0.15 | $ | (0.17 | ) | |||||||
Discontinued
operations
|
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
Basic
net income (loss) per share
|
$ | 0.43 | $ | 0.10 | $ | 0.15 | $ | (0.17 | ) | |||||||
Per
common share-diluted:
|
||||||||||||||||
Continuing
operations
|
$ | 0.43 | $ | 0.10 | $ | 0.15 | $ | (0.17 | ) | |||||||
Discontinued
operations
|
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
Diluted
net income (loss) per share
|
$ | 0.43 | $ | 0.10 | $ | 0.15 | $ | (0.17 | ) | |||||||
Dividends
per common share
|
$ | 0.03 | $ | - | $ | 0.09 | $ | 0.03 | ||||||||
Weighted-average
shares outstanding-basic
|
11,194,000 | 11,263,000 | 11,215,000 | 11,236,000 | ||||||||||||
Weighted-average
shares outstanding-diluted
|
11,194,000 | 11,263,000 | 11,215,000 | 11,252,000 |
Three months ended
July 31,
|
Nine months ended
July 31,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Net
income (loss)
|
$ | 4,915,000 | $ | 1,235,000 | $ | 1,895,000 | $ | (1,767,000 | ) | |||||||
Other
comprehensive income (loss), net of tax:
|
||||||||||||||||
Minimum
pension liability adjustment, net of tax
|
94,000 | 3,000 | 282,000 | 9,000 | ||||||||||||
Unrealized
holding gains of security available-for-sale, net of tax
|
1,513,000 | 3,393,000 | 1,309,000 | 5,654,000 | ||||||||||||
Unrealized
gains (losses) from derivative instruments, net of tax
|
166,000 | 138,000 | 260,000 | (763,000 | ) | |||||||||||
Total
other comprehensive income, net of tax
|
1,773,000 | 3,534,000 | 1,851,000 | 4,900,000 | ||||||||||||
Comprehensive
income
|
$ | 6,688,000 | $ | 4,769,000 | $ | 3,746,000 | $ | 3,133,000 |
Nine months ended
|
||||||||
July 31,
2010
|
July 31,
2009
|
|||||||
Operating
activities
|
||||||||
Net
income (loss)
|
$
|
1,895,000
|
$
|
(1,767,000
|
)
|
|||
Less:
Net loss from discontinued operations
|
(18,000
|
)
|
(7,000
|
)
|
||||
Net
income (loss) from continuing operations
|
1,913,000
|
(1,760,000
|
)
|
|||||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
1,724,000
|
1,702,000
|
||||||
(Gain)
loss on disposal/sale of fixed assets
|
(8,000
|
)
|
10,000
|
|||||
Impairment
of real estate assets
|
517,000
|
-
|
||||||
Orchard
write-offs
|
-
|
46,000
|
||||||
Stock
compensation expense
|
405,000
|
609,000
|
||||||
Expense
related to Officers notes receivable forgiveness
|
687,000
|
-
|
||||||
Equity
in (earnings) losses of investments
|
(75,000
|
)
|
183,000
|
|||||
Amortization
of deferred financing costs
|
22,000
|
16,000
|
||||||
Non-cash
interest expense on derivative instruments
|
1,540,000
|
-
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
and notes receivable
|
(5,916,000
|
)
|
(2,414,000
|
)
|
||||
Inventoried
cultural costs
|
160,000
|
633,000
|
||||||
Prepaid
and other current assets
|
(216,000
|
)
|
79,000
|
|||||
Income
taxes receivable
|
-
|
(441,000
|
)
|
|||||
Other
assets
|
(58,000
|
)
|
(73,000
|
)
|
||||
Accounts
payable and growers payable
|
207,000
|
(1,378,000
|
)
|
|||||
Accrued
liabilities
|
1,151,000
|
(1,385,000
|
)
|
|||||
Other
long-term liabilities
|
145,000
|
(323,000
|
)
|
|||||
Net
cash provided (used) by operating activities from continuing
operations
|
2,198,000
|
(4,496,000
|
)
|
|||||
Net
cash used in operating activities from discontinued
operations
|
(19,000
|
)
|
(27,000
|
)
|
||||
Net
cash provided (used) in operating activities
|
2,179,000
|
(4,523,000
|
)
|
|||||
Investing
activities
|
||||||||
Capital
expenditures
|
(4,105,000
|
)
|
(6,037,000
|
)
|
||||
Net
proceeds from sale of assets
|
30,000
|
26,000
|
||||||
Cash
distributions from equity investments
|
72,000
|
79,000
|
||||||
Equity
investment contributions
|
(17,000
|
)
|
-
|
|||||
Issuance
of notes receivable
|
(69,000
|
)
|
(348,000
|
)
|
||||
Investments
in water companies
|
(109,000
|
)
|
(21,000
|
)
|
||||
Other
|
(7,000
|
)
|
(100,000
|
)
|
||||
Net
cash used in investing activities from continuing
operations
|
(4,205,000
|
)
|
(6,401,000
|
)
|
||||
Net
cash used in investing activities from discontinued
operations
|
-
|
(5,000
|
)
|
|||||
Net
cash used in investing activities
|
(4,205,000
|
)
|
(6,406,000
|
)
|
||||
Financing
activities
|
||||||||
Borrowings
of long-term debt
|
24,320,000
|
23,833,000
|
||||||
Repayments
of long-term debt
|
(21,430,000
|
)
|
(12,285,000
|
)
|
||||
Dividends
paid – Common
|
(1,052,000
|
)
|
(348,000
|
)
|
||||
Dividends
paid – Preferred
|
(197,000
|
)
|
(197,000
|
)
|
||||
Payments
of debt financing costs
|
(21,000
|
)
|
(144,000
|
)
|
||||
Net
cash provided by financing activities
|
1,620,000
|
10,859,000
|
||||||
Net
decrease in cash and cash equivalents
|
(406,000
|
)
|
(70,000
|
)
|
||||
Cash
and cash equivalents at beginning of period
|
603,000
|
90,000
|
||||||
Cash
and cash equivalents at end of period
|
$
|
197,000
|
$
|
20,000
|
Nine months ended
|
||||||||
July 31,
2010
|
July 31,
2009
|
|||||||
Supplemental
disclosures of cash flow information
|
||||||||
Cash
paid during the period for interest
|
$
|
2,891,000
|
$
|
2,331,000
|
||||
Cash
paid during the period for income taxes, net of (refunds)
received
|
$
|
465,000
|
$
|
(1,236,000
|
)
|
|||
Non-cash
investing and financing activities:
|
||||||||
Minimum
pension liability adjustment, net of tax
|
$
|
(282,000
|
)
|
$
|
(9,000
|
)
|
||
Unrealized
holding gain on security available for sale, net of tax
|
$
|
(1,309,000
|
)
|
$
|
(5,654,000
|
)
|
||
Unrealized
loss from derivatives, net of tax
|
$
|
260,000
|
$
|
763,000
|
||||
Capital
expenditures accrued but not paid at period-end
|
$
|
29,000
|
$
|
214,000
|
At November 15,
2009
|
||||
Current
assets
|
$
|
218,000
|
||
Property,
plant and equipment
|
262,000
|
|||
Real
estate development
|
16,842,000
|
|||
Deferred
income taxes
|
345,000
|
|||
Other
assets
|
32,000
|
|||
Total
assets acquired
|
17,699,000
|
|||
Current
liabilities
|
(152,000
|
)
|
||
Current
portion of long-term debt
|
(10,141,000
|
)
|
||
Long-term
debt
|
(9,148,000
|
)
|
||
Net
liabilities assumed
|
$
|
(1,742,000
|
)
|
|
·
|
The
period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial
statements.
|
|
·
|
The
circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial
statements.
|
|
·
|
The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet
date.
|
At November 15, 2009
|
||||
Current
assets
|
$ | 218,000 | ||
Property,
plant and equipment
|
262,000 | |||
Real
estate development
|
16,842,000 | |||
Deferred
income taxes
|
345,000 | |||
Other
assets
|
32,000 | |||
Total
assets acquired
|
17,699,000 | |||
Current
liabilities
|
(152,000 | ) | ||
Current
portion of long-term debt
|
(10,141,000 | ) | ||
Long-term
debt, less current portion
|
(9,148,000 | ) | ||
Net
liabilities assumed
|
$ | (1,742,000 | ) |
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets
at fair value:
|
||||||||||||||||
Available-
for -sale securities
|
$
|
14,045,000
|
$
|
–
|
$
|
–
|
$
|
14,045,000
|
||||||||
Liabilities
at fair value:
|
||||||||||||||||
Derivatives
|
–
|
3,279,000
|
–
|
3,279,000
|
July 31,
2010
|
October 31,
2009
|
|||||||
East
Areas 1 and 2:
|
||||||||
Land
and land development costs
|
$
|
39,725,000
|
$
|
37,788,000
|
||||
Templeton
Santa Barbara, LLC:
|
||||||||
Land
and land development costs
|
5,154,000
|
15,337,000
|
||||||
Windfall
Investors, LLC:
|
||||||||
Land
and land development costs
|
17,396,000
|
–
|
||||||
Total
included in real estate development assets
|
$
|
62,275,000
|
$
|
53,125,000
|
July 31,
2010
|
October 31,
2009
|
|||||||
Templeton
Santa Barbara, LLC and Arizona Development Project
|
||||||||
Land
and land development costs
|
$
|
9,441,000
|
$
|
6,774,000
|
July 31,
2010
|
October 31,
2009
|
|||||||
Rabobank
revolving credit facility secured by property with a net book value of
$12,260,000 at July 31, 2010 and October 31, 2009. The interest rate is
variable based on the one-month London Interbank Offered Rate
(LIBOR) plus 1.50%. Interest is payable monthly and the
principal is due in full in June 2013.
|
$ | 63,447,000 | $ | 61,671,000 | ||||
Farm
Credit West term loan secured by property with a net book value of
$11,653,000 at July 31, 2010 and $11,674,000 at October 31, 2009. The
interest rate is variable and was 3.25% at July 31, 2010. The loan is
payable in quarterly installments through November
2022.
|
6,769,000 | 7,094,000 | ||||||
Farm
Credit West term loan secured by property with a net book value of
$11,653,000 at July 31, 2010 and $11,674,000 at October 31, 2009. The
interest rate is variable and was 3.25% at July 31, 2010. The
loan is payable in monthly installments through May 2032.
|
929,000 | 951,000 | ||||||
Farm
Credit West non-revolving line of credit secured by property with a net
book value of $3,829,000 at July 31, 2010. The interest rate is variable
and was 3.50% at July 31, 2010. Interest is payable monthly and the
principal is due in full in May 2013.
|
11,568,000 | – | ||||||
Farm
Credit West term loan secured by property with a net book value of
$17,396,000 at July 31, 2010. The interest rate is fixed at 6.73% until
November 2011, becoming variable for the remainder of the loan. The loan
is payable in monthly installments through October 2035.
|
9,183,000 | – | ||||||
Subtotal
|
91,896,000 | 69,716,000 | ||||||
Less
current portion
|
619,000 | 465,000 | ||||||
Total
long-term debt, less current portion
|
$ | 91,277,000 | $ | 69,251,000 |
Notional Amount
|
Fair Value Net Liability
|
|||||||||||||||
July 31,
2010
|
October 31,
2009
|
July 31,
2010
|
October 31,
2009
|
|||||||||||||
Pay
fixed-rate, receive floating-rate interest rate swap, maturing
2013
|
$
|
42,000,000
|
$
|
22,000,000
|
$
|
3,279,000
|
$
|
1,678,000
|
||||||||
Pay
fixed-rate, receive floating-rate interest rate swap designated as cash
flow hedge, cancelled April 2010
|
-
|
10,000,000
|
-
|
287,000
|
||||||||||||
Pay
fixed-rate, receive floating-rate interest rate swap designated as cash
flow hedge, cancelled April 2010
|
-
|
10,000,000
|
-
|
206,000
|
||||||||||||
Total
|
$
|
42,000,000
|
$
|
42,000,000
|
$
|
3,279,000
|
$
|
2,171,000
|
2010
|
2009
|
|||||||
Service
cost
|
$
|
37,000
|
$
|
22,000
|
||||
Interest
cost
|
210,000
|
222,000
|
||||||
Expected
return on plan assets
|
(255,000
|
)
|
(256,000
|
)
|
||||
Recognized
actuarial loss
|
156,000
|
5,000
|
||||||
Net
periodic pension cost
|
$
|
148,000
|
$
|
(7,000
|
)
|
2010
|
2009
|
|||||||
Service
cost
|
$
|
111,000
|
$
|
65,000
|
||||
Interest
cost
|
630,000
|
666,000
|
||||||
Expected
return on plan assets
|
(764,000
|
)
|
(769,000
|
)
|
||||
Recognized
actuarial loss
|
469,000
|
16,000
|
||||||
Net
periodic pension cost
|
$
|
446,000
|
$
|
(22,000
|
)
|
Agribusiness
|
Rental
Operations
|
Real Estate
Development
|
Corporate and
Other
|
Total
|
||||||||||||||||
Revenues
|
$
|
21,215,000
|
$
|
964,000
|
$
|
51,000
|
$
|
–
|
$
|
22,230,000
|
||||||||||
Costs
and expenses
|
9,552,000
|
534,000
|
394,000
|
2,239,000
|
12,719,000
|
|||||||||||||||
Impairment
of real estate assets
|
–
|
–
|
517,000
|
–
|
517,000
|
|||||||||||||||
Operating
income (loss)
|
$
|
11,663,000
|
$
|
430,000
|
$
|
(860,000
|
)
|
$
|
(2,239,000
|
)
|
$
|
8,994,000
|
Agribusiness
|
Rental
Operations
|
Real Estate
Development
|
Corporate and
Other
|
Total
|
||||||||||||||||
Revenues
|
$
|
12,055,000
|
$
|
913,000
|
$
|
16,000
|
$
|
–
|
$
|
12,984,000
|
||||||||||
Costs
and expenses
|
8,494,000
|
484,000
|
92,000
|
1,428,000
|
10,498,000
|
|||||||||||||||
Impairment
of real estate assets
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||
Operating
income (loss)
|
$
|
3,561,000
|
$
|
429,000
|
$
|
(76,000
|
)
|
$
|
(1,428,000
|
)
|
$
|
2,486,000
|
July 31,
2010
|
July 31,
2009
|
|||||||
Lemons
|
$
|
10,711,000
|
$
|
8,011,000
|
||||
Avocados
|
7,682,000
|
2,525,000
|
||||||
Navel
oranges
|
1,571,000
|
615,000
|
||||||
Valencia
oranges
|
234,000
|
342,000
|
||||||
Specialty
citrus and other crops
|
1,017,000
|
562,000
|
||||||
Agribusiness
revenues
|
21,215,000
|
12,055,000
|
||||||
Rental
operations
|
537,000
|
526,000
|
||||||
Leased
land
|
375,000
|
332,000
|
||||||
Organic
recycling
|
52,000
|
55,000
|
||||||
Rental
operations revenues
|
964,000
|
913,000
|
||||||
Real
estate development revenues
|
51,000
|
16,000
|
||||||
Total
revenues
|
$
|
22,230,000
|
$
|
12,984,000
|
Agribusiness
|
Rental
Operations
|
Real Estate
Development
|
Corporate and
Other
|
Total
|
||||||||||||||||
Revenues
|
$
|
38,689,000
|
$
|
2,881,000
|
$
|
231,000
|
$
|
–
|
$
|
41,801,000
|
||||||||||
Costs
and expenses
|
25,236,000
|
1,625,000
|
1,117,000
|
8,068,000
|
36,046,000
|
|||||||||||||||
Impairment
of real estate assets
|
–
|
–
|
517,000
|
–
|
517,000
|
|||||||||||||||
Operating
income (loss)
|
$
|
13,453,000
|
$
|
1,256,000
|
$
|
(1,403,000
|
)
|
$
|
(8,068,000
|
)
|
$
|
5,238,000
|
Agribusiness
|
Rental
Operations
|
Real Estate
Development
|
Corporate and
Other
|
Total
|
||||||||||||||||
Revenues
|
$
|
22,857,000
|
$
|
2,779,000
|
$
|
24,000
|
$
|
–
|
$
|
25,660,000
|
||||||||||
Costs
and expenses
|
22,127,000
|
1,545,000
|
233,000
|
4,690,000
|
28,595,000
|
|||||||||||||||
Impairment
of real estate assets
|
–
|
–
|
–
|
–
|
–
|
|||||||||||||||
Operating
income (loss)
|
$
|
730,000
|
$
|
1,234,000
|
$
|
(209,000
|
)
|
$
|
(4,690,000
|
)
|
$
|
(2,935,000
|
)
|
July 31,
2010
|
July 31,
2009
|
|||||||
Lemons
|
$
|
21,975,000
|
$
|
16,543,000
|
||||
Avocados
|
10,561,000
|
2,628,000
|
||||||
Navel
oranges
|
2,993,000
|
1,508,000
|
||||||
Valencia
oranges
|
383,000
|
533,000
|
||||||
Specialty
citrus and other crops
|
2,777,000
|
1,645,000
|
||||||
Agribusiness
revenues
|
38,689,000
|
22,857,000
|
||||||
Rental
operations
|
1,608,000
|
1,583,000
|
||||||
Leased
land
|
1,126,000
|
1,056,000
|
||||||
Organic
recycling
|
147,000
|
140,000
|
||||||
Rental
operations revenues
|
2,881,000
|
2,779,000
|
||||||
Real
estate development revenues
|
231,000
|
24,000
|
||||||
Total
revenues
|
$
|
41,801,000
|
$
|
25,660,000
|
|
·
|
changes in laws, regulations,
rules, quotas, tariffs, and import
laws;
|
|
·
|
weather conditions, including
freezes that affect the production, transportation, storage, import and
export of fresh produce;
|
|
·
|
market responses to industry
volume pressures;
|
|
·
|
increased pressure from
disease, insects and other
pests;
|
|
·
|
disruption of water supplies
or changes in water
allocations;
|
|
·
|
product and raw materials
supplies and pricing;
|
|
·
|
energy supply and
pricing;
|
|
·
|
changes in interest and
current 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; and
|
|
·
|
other factors disclosed in our
public filings with the Securities and Exchange
Commission.
|
Quarter
Ended July 31,
|
Nine
Months Ended July 31,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Total
revenues
|
$ | 22,230,000 | $ | 12,984,000 | $ | 41,801,000 | $ | 25,660,000 | ||||||||
Total
costs and expenses
|
13,236,000 | 10,498,000 | 36,563,000 | 28,595,000 | ||||||||||||
Operating
income (loss)
|
8,994,000 | 2,486,000 | 5,238,000 | (2,935,000 | ) | |||||||||||
Total
other income (expense), net
|
(1,396,000 | ) | (175,000 | ) | (2,357,000 | ) | (42,000 | ) | ||||||||
Income
from continuing operations before
|
||||||||||||||||
income
tax (provision) benefit and
|
||||||||||||||||
equity
in earnings (losses) of investments
|
7,598,000 | 2,311,000 | 2,881,000 | (2,977,000 | ) | |||||||||||
Income
tax (provision) benefit
|
(2,704,000 | ) | (991,000 | ) | (1,043,000 | ) | 1,400,000 | |||||||||
Equity
in earnings (losses) of investments
|
27,000 | (84,000 | ) | 75,000 | (183,000 | ) | ||||||||||
Income
(loss) from continuing operations
|
4,291,000 | 1,236,000 | 1,913,000 | (1,760,000 | ) | |||||||||||
Loss
from discontinued operations, net of income taxes
|
(6,000 | ) | (1,000 | ) | (18,000 | ) | (7,000 | ) | ||||||||
Net
income (loss)
|
4,915,000 | 1,235,000 | 1,895,000 | (1,767,000 | ) | |||||||||||
Preferred
dividends
|
(66,000 | ) | (66,000 | ) | (197,000 | ) | (197,000 | ) | ||||||||
Net
income (loss) applicable to common stock
|
$ | 4,849,000 | $ | 1,169,000 | $ | 1,698,000 | $ | (1,964,000 | ) | |||||||
Basic
net income (loss) per common share
|
$ | 0.43 | $ | 0.10 | $ | 0.15 | $ | (0.17 | ) | |||||||
Diluted
net income (loss) per common share
|
$ | 0.43 | $ | 0.10 | $ | 0.15 | $ | (0.17 | ) | |||||||
Dividends
per common share
|
$ | 0.03 | $ | 0.0 | $ | 0.09 | $ | 0.3 |
|
·
|
Lemon
revenue for the third quarter of fiscal 2010 was $10.7 million compared to
$8.0 million for the third quarter of fiscal 2009. The $2.7 million
increase was a result of more volume sold at higher lemon prices in the
marketplace. During the fiscal 2010 and fiscal 2009 third quarters,
573,000 and 442,000 cartons of lemons were sold at an average per carton
price of $18.67 and $18.10,
respectively.
|
|
·
|
Avocado
revenue for the third quarter of fiscal 2010 was $7.7 million compared to
$2.5 million in the third quarter of fiscal 2009. The $5.2 million
increase was primarily due to increased production in fiscal 2010. During
the third quarters of fiscal 2010 and 2009, 12.4 million and 2.2 million
pounds of avocados were sold at an average per pound price of $0.62 and
$1.14, respectively.
|
|
·
|
A
higher quality crop of Navel oranges in fiscal 2010 compared to fiscal
2009 resulted in increased sales at the retail level, which resulted in a
$0.9 million increase in revenue for this variety in the third quarter of
fiscal 2010 compared to the third quarter of fiscal 2009. During the third
quarter of fiscal 2010, the Company received an average return of $10.40
on 151,000 field boxes versus $11.18 on 55,000 field boxes for the third
quarter of fiscal 2009.
|
|
·
|
Larger
sales volumes in our fiscal 2010 specialty crops at the retail level
contributed to a $0.4 million increase in our specialty citrus crop
revenues for the third quarter of fiscal 2010 compared to the third
quarter of fiscal 2009.
|
|
·
|
Packing
costs during the third quarter of fiscal 2010 were $2.6 million compared
to $2.4 million in the third quarter of fiscal 2009. This $0.2 million
increase is attributable to the higher volume of cartons packed and sold
through our lemon packinghouse during the third quarter of fiscal 2010
compared to the third quarter of fiscal
2009.
|
|
·
|
Harvest
costs for the third quarter of fiscal 2010 were $3.0 million compared to
$2.1 million for the third quarter of fiscal 2009. This $0.9 million
increase resulted from approximately 10.2 million more pounds of avocados
harvested in the third quarter of fiscal 2010 compared to the third
quarter of fiscal 2009.
|
|
·
|
Legal
and accounting costs of $0.4 million attributable to the filing of our
Form 10 and Form 10Q with the Securities and Exchange Commission, and the
listing of our common stock on the NASDAQ Global
Market.
|
|
·
|
Employee
incentive expenses of $0.2 million, compared to no employee incentive
expenses in the third quarter of fiscal 2009. Additionally,
labor and benefits expense was $0.2 million higher in the third quarter of
fiscal 2010 compared to the third quarter of fiscal
2009.
|
|
·
|
Lemon
revenue was $22.0 million for the nine months ended July 31, 2010 compared
to $16.5 million for the nine months ended July 31, 2009. The $5.5 million
increase was a result of more volume sold at higher lemon prices in the
marketplace. During the nine months ended July 31, 2010 and 2009, 1.2
million and 1.1 million cartons of lemons were sold at an average per
carton price of $18.33 and $15.00,
respectively.
|
|
·
|
Avocado
revenue for the nine months ended July 31, 2010 was $10.6 million compared
to $2.6 million in the nine months ended July 31, 2009. The $8.0 million
increase was primarily due to increased production in fiscal 2010. During
the nine months ended July 31, 2010 and July 31, 2009, 16.5 million and
2.4 million pounds of avocados were sold at an average per pound price of
$0.64 and $1.08, respectively
|
|
·
|
A
higher quality crop of Navel oranges in fiscal 2010 compared to fiscal
2009 resulted in increased sales at the retail level, which resulted in a
$1.4 million increase in revenue for this variety during the nine months
ended July 31, 2010 compared to the nine months ended July 31, 2009.
During the nine months ended July 31, 2010, the Company received an
average return of $8.93 on a 336,000 field boxes versus $7.73 on 194,000
field boxes in the nine months ended July 31,
2009.
|
|
·
|
Larger
sales volumes in our specialty crops at the retail level contributed to a
$1.1 million increase in specialty citrus crop revenues for the nine
months ended July 31, 2010 compared to the nine months ended July 31,
2009. During the nine months ended July 31, 2010, 59,000 field
boxes of Cara Cara navels were harvested compared to 30,000 field boxes
harvested in the nine months ended July 31, 2009. Additionally during the
nine months ended July 31, 2010, 35,000 field boxes of Satsuma mandarins
were harvested compared to 15,000 field boxes in the nine months ended
July 31, 2009.
|
|
·
|
Harvest
costs for the nine months ended July 31, 2010 were $5.7 million compared
to $4.0 million for the nine months ended July 31, 2009. This $1.7 million
increase primarily resulted from 14.1 million more pounds of avocados
being harvested in the nine months ended July 31, 2010 compared to the
nine months ended July 31, 2009.
|
|
·
|
Growing
costs during the nine months ended July 31, 2010 were $7.7 million
compared to $7.1 million during the nine months ended July 31, 2009. This
$0.6 million increase was primarily attributable to higher expenditures
for fertilization, water, soil amendments and general tree care in the
nine months ended July 31, 2010 compared to the nine months ended July 31,
2009.
|
|
·
|
Costs
related to the lemons that we process and sell for outside third party
growers were $4.3 million in the nine months ended July 31, 2010 compared
to $3.1 million in the nine months ended July 31, 2009. This $1.2 million
increase was attributable to higher per carton sales prices in fiscal 2010
compared to fiscal 2009. This increase was partially offset by a $0.4
million decrease in packing
costs.
|
|
·
|
Incidental
operating costs of $0.7 million at our Windfall Investors, LLC
(“Investors”) Creston, California ranch (the “Windfall Ranch”) real estate
development project, which was not a part of our operations until fiscal
2010.
|
|
·
|
An
impairment charge of $0.5 million was recorded relating to a decrease in
market price of the Cactus Wren real estate project. The remaining costs
of $0.2 million are associated with our Templeton Santa Barbara, LLC
(“Templeton”) real estate project as well as our 6073 East Donna Circle,
LLC (“Donna Circle”) and Cactus Wren (collectively, the “Arizona
Development Projects”) real estate projects. These costs were
capitalized during most of fiscal
2009.
|
|
·
|
A
$1.3 million charge related to our stock grant performance bonus
plan.
|
|
·
|
Legal
and accounting costs of $1.3 million associated with the filing of our
Form 10 and Form 10Q with the Securities and Exchange Commission and the
listing of our common stock on the NASDAQ Global
Market.
|
|
·
|
Employee
incentive expenses of $0.4 million, compared to no employee incentive
expenses in the nine months ended July 31, 2009. Additionally,
labor and benefits expense was $0.3 million higher in the nine months
ended July 31, 2010 compared to the nine months ended July 31,
2009.
|
Quarter
Ended July 31,
|
Nine
Months Ended July 31,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenues
|
||||||||||||||||
Agribusiness
|
$ | 21,215,000 | $ | 12,055,000 | $ | 38,689,000 | $ | 22,857,000 | ||||||||
Rental
operations
|
964,000 | 913,000 | 2,881,000 | 2,779,000 | ||||||||||||
Real
estate development
|
51,000 | 16,000 | 231,000 | 24,000 | ||||||||||||
Total
revenues
|
22,230,000 | 12,984,000 | 41,801,000 | 25,660,000 | ||||||||||||
Costs
and expenses
|
||||||||||||||||
Agribusiness
|
9,552,000 | 8,494,000 | 25,236,000 | 22,127,000 | ||||||||||||
Rental
operations
|
534,000 | 484,000 | 1,625,000 | 1,545,000 | ||||||||||||
Real
estate development
|
911,000 | 92,000 | 1,634,000 | 233,000 | ||||||||||||
Corporate
and other
|
2,239,000 | 1,428,000 | 8,068,000 | 4,690,000 | ||||||||||||
Total
costs and expenses
|
13,236,000 | 10,498,000 | 36,563,000 | 28,595,000 | ||||||||||||
Operating
income (loss)
|
||||||||||||||||
Agribusiness
|
11,663,000 | 3,561,000 | 13,453,000 | 730,000 | ||||||||||||
Rental
operations
|
430,000 | 429,000 | 1,256,000 | 1,234,000 | ||||||||||||
Real
estate development
|
(860,000 | ) | (76,000 | ) | (1,403,000 | ) | (209,000 | ) | ||||||||
Corporate
and other
|
(2,239,000 | ) | (1,428,000 | ) | (8,608,000 | ) | (4,690,000 | ) | ||||||||
Total
operating income (loss)
|
$ | 8,994,000 | $ | 2,486,000 | $ | 5,238,000 | $ | (2,935,000 | ) |
|
·
|
Lemon
revenue for the third quarter of fiscal 2010 was $10.7 million compared to
$8.0 million for the third quarter of fiscal 2009. The $2.7 million
increase was a result of more volume sold at higher lemon prices in the
marketplace. During the third quarters of fiscal 2010 and 2009, 573,000
and 442,000 cartons of lemons were sold at an average per carton price of
$18.67 and $18.10, respectively. This 30% increase in volume and 3%
increase in price were attributable to lower levels of available fruit
industry-wide in fiscal 2010; allowing us to sell more fruit and maintain
higher prices than in the comparable period in fiscal
2009.
|
|
·
|
Avocado
revenue for the third quarter of fiscal 2010 was $7.7 million compared to
$2.5 million in the third quarter of fiscal 2009. The $5.2 million
increase was primarily due to increased production in fiscal 2010. During
the third quarters of fiscal 2010 and 2009, 12.4 million and 2.2 million
pounds of avocados were sold at an average per pound price of $0.62 and
$1.14, respectively. The low level of avocado revenue in the third quarter
of fiscal 2009 reflected a very small California avocado crop in fiscal
2009 due to an unseasonable heat event in the spring of 2008 that
adversely impacted the bloom and set of the fiscal 2009
crop.
|
|
·
|
A
higher quality crop of Navel oranges in fiscal 2010 compared to fiscal
2009 resulted in increased sales at the retail level and drove a $0.9
million increase in revenue for this variety in the third quarter of
fiscal 2010 compared to the third quarter of fiscal 2009. During the third
quarter of fiscal 2010, the Company received an average return of $10.40
on 151,000 field boxes versus $11.18 on 55,000 field boxes for the third
quarter of fiscal2009.
|
|
·
|
Larger
sales volumes in our fiscal 2010 specialty crops at the retail level
contributed to a $0.4 million increase in our specialty citrus crop
revenues for the third quarter of fiscal 2010 compared to the third
quarter of fiscal 2009.
|
|
·
|
Partially
offsetting these increases was a $0.1 million decrease in Valencia orange
revenue.
|
|
·
|
Packing
costs during the third quarter of fiscal 2010 were $2.6 million compared
to $2.4 million in the third quarter of fiscal 2009. This $0.2 million
increase is attributable to the higher volume of cartons packed and sold
through our lemon packinghouse during the third quarter of fiscal 2010
compared to the third quarter of fiscal 2009. During the third quarter of
fiscal 2010, 573,000 cartons of lemons were packed and sold compared to
442,000 in the third quarter of fiscal
2009.
|
|
·
|
Harvest
costs for the third quarter of fiscal 2010 were $3.0 million compared to
$2.1 million for the third quarter of fiscal 2009. This $0.9 million
increase primarily resulted from 10.2 million more pounds of avocados
harvested in the third quarter of fiscal 2010 compared to fiscal 2009. We
harvested 12.4 million pounds of avocados in the third quarter of fiscal
2010 versus 2.2 million pounds harvested in the third quarter of fiscal
2009. All other agricultural costs were similar quarter to
quarter.
|
|
·
|
Lemon
revenue for the nine months ended July 31, 2010 was $22.0 million compared
to $16.5 million for the nine months ended July 31, 2009. The $5.5 million
increase was a result of more volume sold at higher lemon prices in the
marketplace. During the nine months ended July 31, 2010 and July 31, 2009,
1.2 million and 1.1 million cartons of lemons were sold at an average per
carton price of $18.33 and $15.00, respectively. This 9% increase in
volume and 22% increase in price were attributable to lower levels of
available fruit industry-wide in fiscal 2010; allowing us to sell more
fruit and maintain higher prices than in the comparable period in fiscal
2009.
|
|
·
|
Avocado
revenue for the nine months ended July 31, 2010 was $10.6 million compared
to $2.6 million in the nine months ended July 31, 2009. The $8.0 million
increase was primarily due to increased production in 2010. During the
nine months ended July 31, 2010 and July 31, 2009, 16.5 million and 2.4
million pounds of avocados were sold at an average per pound price of
$0.64 and $1.08, respectively. The low level of avocado revenue in the
nine months ended July 31, 2009 reflected a very small California avocado
crop in fiscal 2009 due to an unseasonable heat event in the spring of
2008 that adversely impacted the bloom and set of the fiscal 2009
crop.
|
|
·
|
A
higher quality crop of Navel oranges in fiscal 2010 compared to fiscal
2009 resulted in increased sales at the retail level and drove a $1.4
million increase in revenue for this variety in the nine months July 31,
2010 compared to the same period of fiscal 2009. During the nine months
ended July 31, 2010, the Company received an average return of $8.93 on a
336,000 field boxes versus $7.73 on 194,000 field boxes in the first nine
months ended July 31, 2009.
|
|
·
|
Larger
sales volumes in our fiscal 2010 specialty crops at the retail level
contributed to a $1.1 million increase in specialty citrus crop revenues
for the nine months ended July 31, 2010 compared to the nine months ended
July 31, 2009. During the nine months ended July 31, 2010, 59,000 field
boxes of Cara Cara navels were harvested compared to 30,000 field boxes
harvested in the nine months ended July 31, 2009. Additionally during the
nine months ended July 31, 2010, 35,000 field boxes of Satsuma mandarins
were harvested compared to 15,000 field boxes in the nine months ended
July 31, 2009.
|
|
·
|
Partially
offsetting these increases was a $0.2 million decrease in Valencia orange
revenue.
|
|
·
|
Harvest
costs for the nine months ended July 31, 2010 were $5.7 million compared
to $4.0 million for the nine months ended July 31, 2009. This $1.7 million
increase primarily resulted from 14.1 million more pounds of avocados
being harvested in the nine months ended July 31, 2010 versus the nine
months ended July 31, 2009. We harvested 16.5 million pounds of avocados
in the nine months ended July 31, 2010 compared to 2.4 million pounds
harvested in the nine months ended July 31,
2009.
|
|
·
|
Growing
costs during the nine months ended July 31, 2010 were $7.7 million
compared to $7.1 million during the nine months ended July 31, 2009. This
$0.6 million increase was attributable to higher expenditures for
fertilization, water, soil amendments and general tree care in the nine
months ended July 31, 2010 compared to the nine months ended July 31,
2009.
|
|
·
|
Costs
related to the lemons we process and sell for outside third party growers
were $4.3 million in the nine months ended July 31, 2010 compared to $3.1
million in the nine months ended July 31, 2009. This $1.2 million increase
was attributable to higher per carton lemon sales prices in fiscal 2010
compared to fiscal 2009. This increase was partially offset by
a $0.4 million decrease in packing
costs.
|
|
·
|
For
the nine months ended July 31, 2010 net cash provided by operating
activities was $2.2 million compared to $4.5 million net cash used in
operating activities in the same period of fiscal 2009. Net income was
$1.9 million for the nine months ended July 31, 2010 compared to a net
loss of $1.8 million for the same period of fiscal 2009. The
$3.7 million increase in net income is primarily due to an increase in
revenue and a corresponding increase in operating income in the nine
months ended July 31, 2010 as compared to the same period in fiscal 2009
as further discussed in the section captioned “Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations –
Results of Operations” included
herein.
|
|
·
|
Included
in net income for the nine months ended July 31, 2010, was an impairment
charge of $0.5 million related to the Cactus Wren real estate development
project due to a decrease in market
price.
|
|
·
|
Included
in the net income for the nine months ended July 31, 2010 was a $0.4
million non-cash charge related to stock compensation expense, which is
$0.2 million less than the same period of fiscal 2009. The decrease in
expense is primarily due to a second quarter fiscal 2010 fair market value
reduction of the repurchase obligation related to a former stock option
and stock appreciation rights plan.
|
|
·
|
Expense
related to Officers notes receivable forgiveness is a non-cash charge that
occurred in fiscal 2010 in connection with the Company’s stock grant
program and there was no such charge in fiscal
2009.
|
|
·
|
Non-
cash interest expense on derivative instruments is $1.5 million greater in
the nine months ended July 31, 2010 compared to the same period of fiscal
2009 due to a change in the accounting for the Company’s interest rate
swap agreements. In fiscal 2009, the swap agreements qualified
for hedge accounting and as such, the changes in the related fair value
liability were included in other comprehensive income. In April
2010, the Company extended the due dates for certain of the swap
agreements and combined the swap agreements into one agreement, which
disqualified them for hedge accounting and accordingly, required the
change in the related fair value liability to be included in
earnings.
|
|
·
|
Accounts
and notes receivable used $5.9 million in operating cash flows in the nine
months ended July 31, 2010 compared to using $2.4 million in operating
cash flows for the same period of fiscal 2009. This increase was primarily
the result of an increase in accounts receivable in the nine months ended
July 31, 2010 of $6.4 million compared to an increase of $2.1 million in
the nine months ended July 31, 2009, which was the result of larger
agricultural revenue in fiscal 2010 compared to fiscal
2009.
|
|
·
|
Inventoried
cultural costs is $0.5 million less in the nine months ended July 31, 2010
compared to the same period of fiscal 2009 primarily due to an initial
higher amount of inventory carried at the beginning of fiscal
2009.
|
|
·
|
Income
taxes receivable is $0.4 million less in the nine months ended July 31,
2010 compared to the same period of fiscal 2009. The receivable
at July 31, 2009 primarily represents the estimated tax benefit resulting
from the Company’s loss in fiscal 2009. The Company generated
net income in the nine months ended July 31, 2010 rather than a loss and
therefore has recorded an estimated tax liability of $1.0 million as of
July 31, 2010, which is included in accrued
liabilities.
|
|
·
|
Accounts
payable and growers payable provided $0.2 million of cash from operating
activities in the nine months ended July 31, 2010 compared to using $1.4
million of cash from operating activities in the same period of fiscal
2009. Consistent with increased revenues for the nine months ended July
31, 2010 compared to the same period of fiscal 2009,
agricultural expenses totaled $25.2 million for the nine months ended July
31, 2010 compared to $22.1 million for the nine months ended July 31,
2009, which resulted in an increase in accounts payable and growers
payable.
|
|
·
|
Accrued
liabilities provided $1.2 million in operating cash flows in the nine
months ended July 31, 2010 compared to using $1.4 million in the same
period of fiscal 2009. Accrued bonuses of $1.3 million for fiscal 2008
were included in accrued liabilities at October 31, 2008 and paid in the
nine months ended July 31, 2009. There were no accrued bonuses at October
31, 2009 for fiscal 2009.
|
Payments due by Period
|
||||||||||||||||||||
Contractual Obligations:
|
Total
|
< 1 year
|
1-3 years
|
3-5 years
|
5+ years
|
|||||||||||||||
Fixed
rate debt (principal)
|
$ | 51,183,000 | $ | 143,000 | $ | 42,317,000 | $ | 363,000 | $ | 8,360,000 | ||||||||||
Variable
rate debt (principal)
|
40,713,000 | 476,000 | 34,014,000 | 1,067,000 | 5,156,000 | |||||||||||||||
Operating
lease obligations
|
9,117,000 | 1,693,000 | 2,904,000 | 1,795,000 | 2,725,000 | |||||||||||||||
Total
contractual obligations
|
$ | 101,013,000 | $ | 2,312,000 | $ | 79,235,000 | $ | 3,225,000 | $ | 16,241,000 | ||||||||||
Interest
payments on fixed and variable rate debt
|
$ | 19,109,000 | $ | 3,584,000 | $ | 7,120,000 | $ | 1,166,000 | $ | 7,239,000 |
Notional Amount
|
Fair Value Net Liability
|
|||||||||||||||
July 31,
2010
|
October 31,
2009
|
July 31,
2010
|
October 31,
2009
|
|||||||||||||
Pay
fixed-rate, receive floating-rate interest rate swap, maturing
2013
|
$
|
42,000,000
|
$
|
22,000,000
|
$
|
3,279,000
|
$
|
1,678,000
|
||||||||
Pay
fixed-rate, receive floating-rate interest rate swap designated as cash
flow hedge, cancelled April 2010
|
-
|
10,000,000
|
-
|
287,000
|
||||||||||||
Pay
fixed-rate, receive floating-rate interest rate swap designated as cash
flow hedge, cancelled April 2010
|
-
|
10,000,000
|
-
|
206,000
|
||||||||||||
Total
|
$
|
42,000,000
|
$
|
42,000,000
|
$
|
3,279,000
|
$
|
2,171,000
|
·
|
Some
of our competitors may have greater operating flexibility and, in certain
cases, this may permit them to respond better or more quickly to changes
in the industry or to introduce new products and packaging more quickly
and with greater marketing support.
|
·
|
We
cannot predict the pricing or promotional actions of our competitors or
whether those actions will have a negative effect on
us.
|
·
|
the
seasonality of our supplies and consumer
demand;
|
·
|
the
ability to process products during critical harvest periods;
and
|
·
|
the
timing and effects of ripening and
perishability.
|
·
|
economic
and competitive conditions;
|
·
|
changes
in laws and regulations;
|
·
|
operating
difficulties, increased operating costs or pricing pressures we may
experience; and
|
·
|
delays
in implementing any strategic
projects.
|
·
|
incur
additional indebtedness;
|
·
|
make
certain investments or
acquisitions;
|
·
|
create
certain liens on our assets;
|
·
|
engage
in certain types of transactions with
affiliates;
|
·
|
merge,
consolidate or transfer substantially all our assets;
and
|
·
|
transfer
and sell assets.
|
·
|
employment
levels;
|
·
|
availability
of financing;
|
·
|
interest
rates;
|
·
|
consumer
confidence;
|
·
|
demand
for the developed product, whether residential or industrial;
and
|
·
|
supply
of similar product, whether residential or
industrial.
|
·
|
natural
risks, such as geological and soil problems, earthquakes, fire, heavy
rains and flooding, and heavy
winds;
|
·
|
shortages
of qualified trades people;
|
·
|
reliance
on local contractors, who may be inadequately
capitalized;
|
·
|
shortages
of materials; and
|
·
|
increases
in the cost of certain materials.
|
·
|
quarterly
fluctuations in our operating
results;
|
·
|
changes
in investors and analysts perception of the business risks and conditions
of our business;
|
·
|
our
ability to meet the earnings estimates and other performance expectations
of financial analysts or investors;
|
·
|
unfavorable
commentary or downgrades of our stock by equity research
analysts;
|
·
|
fluctuations
in the stock prices of our peer companies or in stock markets in general;
and
|
·
|
general
economic or political conditions.
|
·
|
division
of our board of directors into three classes, with each class serving a
staggered three-year term;
|
·
|
removal
of directors by stockholders by a supermajority of two-thirds of the
outstanding shares;
|
·
|
ability
of the board of directors to authorize the issuance of preferred stock in
series without stockholder approval;
and
|
·
|
prohibitions
on our stockholders that prevent them from acting by written consent and
limitations on calling special
meetings.
|
Exhibit
Number
|
Exhibit
|
|
31.1
|
Certificate
of the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)
and 15d-14(a)
|
|
31.2
|
Certificate
of the Principal Financial and Accounting Officer Pursuant to Exchange Act
Rule 13a-14(a) and 15d-14(a)
|
|
32.1
|
Certification
of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
32.2
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
LIMONEIRA
COMPANY
|
||
September
13, 2010
|
By:
|
/s/ HAROLD S.
EDWARDS
|
Harold
S. Edwards
|
||
Director,
President and Chief Executive Officer
|
||
(Principal
Executive Officer)
|
||
September
13, 2010
|
By:
|
/s/ JOSEPH D.
RUMLEY
|
Joseph
D. Rumley
|
||
Chief
Financial Officer,
Treasurer
and Corporate Secretary
|
||
(Principal
Financial and Accounting
Officer)
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Limoneira Company (the
“Registrant”);
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this
report;
|
4.
|
The
Registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant
and have:
|
|
(a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
evaluated
the effectiveness of the Registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
(c)
|
disclosed
in this report any change in the Registrant’s internal control over
financial reporting that occurred during the Registrant’s most recent
fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the Registrant’s internal control over financial
reporting; and
|
5.
|
The
Registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the Registrant’s auditors and the audit committee of the Registrant’s
board of directors (or person performing the equivalent
functions):
|
|
(a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant’s internal control
over financial reporting.
|
September
13, 2010
|
/s/
Harold S. Edwards
|
|
Harold
S. Edwards,
|
||
Director,
President, and Chief Executive Officer
|
||
(Principal
Executive Officer)
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Limoneira Company (the
“Registrant”);
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this
report;
|
4.
|
The
Registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant
and have:
|
|
(a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
evaluated
the effectiveness of the Registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
(c)
|
disclosed
in this report any change in the Registrant’s internal control over
financial reporting that occurred during the Registrant’s most recent
fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the Registrant’s internal control over financial
reporting; and
|
5.
|
The
Registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the Registrant’s auditors and the audit committee of the Registrant’s
board of directors (or person performing the equivalent
functions):
|
|
(a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant’s internal control
over financial reporting.
|
September
13, 2010
|
/s/
Joseph D. Rumley
|
|
Joseph
D. Rumley,
|
||
Chief
Financial Officer
|
||
(Principal
Financial and Accounting
Officer)
|
|
(1)
|
The
Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended;
and
|
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Registrant.
|
September
13, 2010
|
/s/
Harold S. Edwards
|
|
Harold
S. Edwards,
|
||
Director,
President, and Chief Executive Officer
|
||
(Principal
Executive Officer)
|
|
(1)
|
The
Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended;
and
|
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Registrant.
|
September
13, 2010
|
/s/
Joseph D. Rumley
|
|
Joseph
D. Rumley,
|
||
Chief
Financial Officer
|
||
(Principal
Financial and Accounting
Officer)
|