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Limoneira Company (Exact Name of Registrant As Specified in Its Charter)

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Limoneira Company (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-34755 Limoneira Company (Exact name of Registrant as Specified in its Charter) Delaware 77-0260692 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1141 Cummings Road, Santa Paula, CA 93060 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (805) 525-5541 Not Applicable (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). x Yes ¨ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): ¨ Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No As of February 28, 2014, there were 14,050,390 shares outstanding of the registrant’s common stock. LIMONEIRA COMPANY TABLE OF CONTENTS PART I. FINANCIAL INFORMATION 4 Item 1. Financial Statements (unaudited) 4 Consolidated Balance Sheets – January 31, 2014 and October 31, 2013 4 Consolidated Statements of Operations – three months ended January 31, 2014 and 2013 5 Consolidated Statements of Comprehensive Loss – three months ended January 31, 2014 and 2013 6 Consolidated Statements of Cash Flows – three months ended January 31, 2014 and 2013 7 Notes to Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk 36 Item 4. Controls and Procedures 36 PART II. OTHER INFORMATION 37 Item 1. Legal Proceedings 37 Item 1A. Risk Factors 37 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 37 Item 3. Defaults Upon Senior Securities 37 Item 4. Mine Safety Disclosures 37 Item 5. Other Information 37 Item 6. Exhibits 38 SIGNATURES 39 2 Cautionary Note on Forward-Looking Statements. This Quarterly Report on Form 10-Q contains both historical and forward-looking statements. Forward-looking statements in this 10-Q are subject to a number of risks and uncertainties, some of which are beyond the Company’s control. The potential risks and uncertainties that could cause our actual financial condition, results of operations and future performance to differ materially from those expressed or implied include: · changes in laws, regulations, rules, quotas, tariff, and import laws; · weather conditions, including freezes and droughts that affect the production, transportation, storage, import and export of fresh produce; · market responses to industry volume pressures; · increased pressure from crop 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; · general economic conditions for residential and commercial real estate development; · political changes and economic crisis; · 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. The Company’s actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which the Company is not currently aware or which the Company currently deems immaterial could also cause the Company’s actual results to differ, including those discussed in the section entitled “Risk Factors” included elsewhere in this Quarterly Report on Form 10- Q and in our Annual Report on Form 10-K for the fiscal year ended October 31, 2013. Although we believe the expectations reflected in the forward- looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update these forward-looking statements, even if our situation changes in the future. The terms the “Company,” “we,” “our” and “us” as used throughout this Quarterly Report on Form 10-Q refer to Limoneira Company and its consolidated subsidiaries, unless otherwise indicated. 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Limoneira Company Consolidated Balance Sheets (unaudited) January 31, October 31, 2014 2013 Assets Current assets: Cash $ 58,000 $ 82,000 Accounts receivable, net 11,738,000 6,419,000 Note receivable – related party 17,000 - Cultural costs 1,632,000 4,124,000 Prepaid expenses and other current assets 3,549,000 2,972,000 Income taxes receivable 840,000 - Total current assets 17,834,000 13,597,000 Property, plant and equipment, net 89,809,000 86,210,000 Real estate development 84,328,000 83,419,000 Equity in investments 1,708,000 1,800,000 Investment in Calavo Growers, Inc. 15,190,000 14,845,000 Note receivable – related party - 17,000 Notes receivable 2,043,000 2,024,000 Other assets 8,223,000 8,002,000 Total assets $ 219,135,000 $ 209,914,000 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 4,997,000 $ 4,784,000 Growers payable 6,089,000 2,325,000 Accrued liabilities 2,816,000 6,280,000 Fair value of derivative instrument 766,000 717,000 Current portion of long-term debt 573,000 569,000 Total current liabilities 15,241,000 14,675,000 Long-term liabilities: Long-term debt, less current portion 71,264,000 61,563,000 Deferred income taxes 18,841,000 18,540,000 Other long-term liabilities 4,185,000 4,483,000 Total long-term liabilities 94,290,000 84,586,000 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 January 31, 2014 and October 31, 2013) (8.75% coupon rate) 3,000,000 3,000,000 Series A Junior Participating Preferred Stock – $.01 par value (20,000 shares authorized: 0 issued or outstanding at January 31, 2014 and October 31, 2013) - - Common Stock – $.01 par value (19,900,000 shares authorized: 14,050,390 and 14,016,011 shares issued and outstanding at January 31, 2014 and October 31, 2013, respectively) 141,000 140,000 Additional paid-in capital 88,463,000 88,160,000 Retained earnings 17,287,000 19,098,000 Accumulated other comprehensive income 713,000 255,000 Total stockholders’ equity 109,604,000 110,653,000 Total liabilities and stockholders’ equity $ 219,135,000 $ 209,914,000 The accompanying notes are an integral part of these unaudited consolidated financial statements. 4 Limoneira Company Consolidated Statements of Operations (unaudited) Three months ended January 31, 2014 2013 Revenues: Agribusiness $ 24,704,000 $ 16,298,000 Rental operations 1,134,000 1,036,000 Real estate development 44,000 48,000 Total revenues 25,882,000 17,382,000 Costs and expenses: Agribusiness 23,462,000 18,587,000 Rental operations 728,000 619,000 Real estate development 344,000 243,000 Selling, general and administrative 3,541,000 3,265,000 Total costs and expenses 28,075,000 22,714,000 Operating loss (2,193,000) (5,332,000) Other income (expense): Interest expense - (124,000) Interest income related to derivative instruments - 221,000 Interest income 20,000 24,000 Other income, net 153,000 417,000 Total other income 173,000 538,000 Loss before income tax benefit and equity in earnings of investments (2,020,000) (4,794,000) Income tax benefit 717,000 1,655,000 Equity in earnings of investments 84,000 17,000 Net loss (1,219,000) (3,122,000) Preferred dividends (66,000) (66,000) Net loss applicable to common stock $ (1,285,000) $ (3,188,000) Basic net loss per common share $ (0.09) $ (0.28) Diluted net loss per common share $ (0.09) $ (0.28) Dividends per common share $ 0.04 $ 0.04 Weighted-average common shares outstanding-basic 14,030,000 11,220,000 Weighted-average common shares outstanding-diluted 14,030,000 11,220,000 The accompanying notes are an integral part of these unaudited consolidated financial statements. 5 Limoneira Company Consolidated Statements of Comprehensive Loss (unaudited) Three months ended January 31, 2014 2013 Net loss $ (1,219,000) $ (3,122,000) Other comprehensive income, net of tax: Minimum pension liability adjustment 118,000 155,000 Unrealized holding gains of security available-for-sale 208,000 520,000 Unrealized gains from derivative instruments 132,000 226,000 Total other comprehensive income, net of tax 458,000 901,000 Comprehensive loss $ (761,000) $ (2,221,000) The accompanying notes are an integral part of these unaudited consolidated financial statements.
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