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): February 3, 2011
Limoneira
Company
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34755
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77-0260692
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer Identification
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of
incorporation)
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No.)
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1141
Cummings Road
Santa
Paula, CA 93060
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (805) 525-5541
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
8
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Other
Events
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Item
8.01
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Other
Events.
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On February 3, 2011, Limoneira Company
(the “Company”) closed the exercise of the purchase option contained in its
lease of the Rancho Refugio/Caldwell Ranch, which allowed the Company to acquire
the property for a purchase price of approximately $6.5
million. Concurrently with the close of its purchase option, the
Company sold the property for $10 million to Rancho Guacamole LLC, a California
limited liability company. The Company estimates the gain on the
$10,000,000 property sale will be approximately $1.3 million, net of the $6.5
million purchase price, $1.5 million remaining capitalized in leasehold
improvements previously incurred on the property and $700,000 of estimated
selling costs. The net cash realized from the transaction will be
approximately $2.8 million.
The Company has entered into a lemon
packing, marketing and sales agreement with the purchaser, for which it will
earn fees for packing, marketing and sales of lemons produced on the property
and another contiguous property owned by the purchaser. The sale of
the property will result in a reduction in lemon and avocado production and
related agriculture revenues, agriculture costs and expenses and operating
income of approximately $1.3 million, $1 million and $300,000,
respectively. The reduction in agriculture revenues and operating
income as a result of the sale of the Ranch Refugio/Caldwell Ranch will be
partially off-set by fees from the lemon packing, marketing and sales agreement
with the purchaser.
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Section
9
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Financial
Statements and Exhibits
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Item
9.01
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Financial
Statements and
Exhibits.
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(d)
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Exhibits.
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99.1
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Limoneira
Company Press Release dated February 3, 2011.
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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.
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Date:
February 3, 2011
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LIMONEIRA
COMPANY
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By:
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/s/
Harold S. Edwards
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Harold
S. Edwards
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President
and Chief Executive Officer
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Investor
Contact:
John
Mills
Senior
Managing Director
ICR
310.954.1105
Limoneira
Announces Sale of Caldwell Ranch Property For $10 Million
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Transaction In- Line with Long-Term
Strategy of Divesting Valuable Non-Core Assets and
Reinvesting Proceeds in Agribusiness
and Reducing Borrowings -
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Company has entered into lemon
packing, marketing, and sales agreement with purchaser
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Proceeds from the Sale will be used
to Reduce Borrowings and Expand Agribusiness -
Santa
Paula, CA., February 3, 2011 – Limoneira Company (NASDAQ: LMNR), a leading
agribusiness with prime agricultural land and operations, real estate and water
rights throughout California, has closed on the sale of its Rancho
Refugio/Caldwell Ranch property. The Company had been leasing and
farming the property until December 2010, at which time the Company entered into
an agreement to exercise its purchase option contained in the lease and acquire
the property for a purchase price of approximately $6.5 million and concurrently
sell the property for $10 million. The purchase and the sale closed
on February 3, 2011. The Company realized a net gain of approximately
$1.3 million and net cash of $2.8 million after selling and other closing
costs.
The
Rancho Refugio/Caldwell Ranch property consists of approximately 450 acres
located north of Santa Barbara on the California Coast. This property
has approximately 210 acres of agricultural plantings consisting of
approximately 90 acres of lemons and 120 acres of avocados. The
Company has entered into a lemon packing, marketing, and sales agreement with
the purchaser, for which the Company will earn certain fees. In
addition, the Company provides these services for a contiguous ranch also owned
by the buyer. These agreements will partially offset the reduction in
operating income generated from the lemon and avocado revenue associated with
the Caldwell Ranch property.
Harold
Edwards, President and Chief Executive Officer, stated, “We are pleased with the
terms of our sale of the Caldwell Ranch property, which underscores the
continued execution on our strategy to monetize our non-strategic real estate
assets. Importantly, through our lemon packing, marketing, and sales
agreements with the new property owner, we will be able to continue to generate
revenue from the orchard. We intend to use the net cash realized from
this transaction, along with cash flow from our core agribusiness operations, to
repay debt in coming quarters. We look forward to capitalizing on
additional opportunities with our real estate properties to support our
expanding agribusiness throughout 2011.”
About
Limoneira Company
Limoneira Company, a
117-year old international agribusiness headquartered in Santa Paula,
California, has grown to become one of the premier integrated agribusinesses in
the world. Limoneira (pronounced lē mon΄âra), is a
dedicated sustainability company with approximately 7,300 acres of rich
agricultural lands, real estate properties and water rights throughout
California. The Company is a leading producer of lemons, avocados, oranges, and
other specialty crops that are enjoyed throughout the world. For more
about Limoneira Company, visit www.limoneira.com.
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 which may
cause future outcomes to differ materially from those foreseen in
forward-looking statements include, but are not limited to: 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 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; increased
costs from becoming a public company; 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, which 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.