Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Apr. 30, 2020 | May 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Period Focus | Limoneira CO | |
Entity Central Index Key | 0001342423 | |
Current Fiscal Year End Date | --10-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,857,707 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Apr. 30, 2020 | Oct. 31, 2019 |
Current assets: | ||
Cash | $ 1,264 | $ 616 |
Accounts receivable, net | 20,659 | 15,114 |
Cultural costs | 4,161 | 7,223 |
Prepaid expenses and other current assets | 11,291 | 8,153 |
Receivables/other from related parties | 6,276 | 2,985 |
Income taxes receivable | 5,906 | 979 |
Total current assets | 49,557 | 35,070 |
Property, plant and equipment, net | 246,721 | 248,114 |
Real estate development | 19,361 | 17,602 |
Equity in investments | 60,413 | 58,223 |
Investment in Calavo Growers, Inc. | 0 | 17,346 |
Goodwill | 1,523 | 1,839 |
Intangible assets, net | 11,682 | 12,407 |
Other assets | 9,403 | 9,266 |
Total assets | 398,660 | 399,867 |
Current liabilities: | ||
Accounts payable | 10,451 | 4,974 |
Growers payable | 5,629 | 14,500 |
Accrued liabilities | 6,503 | 8,261 |
Payables to related parties | 3,819 | 906 |
Current portion of long-term debt | 3,045 | 3,023 |
Total current liabilities | 29,447 | 31,664 |
Long-term liabilities: | ||
Long-term debt, less current portion | 124,294 | 105,892 |
Deferred income taxes | 22,160 | 24,346 |
Other long-term liabilities | 6,109 | 5,467 |
Total liabilities | 182,010 | 167,369 |
Commitments and contingencies (See Note 18) | ||
Stockholders’ equity: | ||
Common Stock – $0.01 par value (39,000,000 shares authorized: 17,857,707 and 17,756,180 shares issued and outstanding at April 30, 2020 and October 31, 2019, respectively) | 179 | 178 |
Additional paid-in capital | 161,227 | 160,254 |
Retained earnings | 38,850 | 53,089 |
Accumulated other comprehensive loss | (8,806) | (7,255) |
Noncontrolling interest | 14,390 | 15,422 |
Total stockholders’ equity | 205,840 | 221,688 |
Total liabilities and stockholders’ equity | 398,660 | 399,867 |
Series B Convertible Preferred Stock | ||
Long-term liabilities: | ||
Convertible Preferred Stock | 1,479 | 1,479 |
Series B-2 Convertible Preferred Stock | ||
Long-term liabilities: | ||
Convertible Preferred Stock | 9,331 | 9,331 |
Series A Junior Participating Preferred Stock | ||
Stockholders’ equity: | ||
Series A Junior Participating Preferred Stock – $0.01 par value (20,000 shares authorized: zero issued or outstanding at April 30, 2020 and October 31, 2019) | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Oct. 31, 2019 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 39,000,000 | 39,000,000 |
Common stock, shares issued (in shares) | 17,857,707 | 17,756,180 |
Common Stock, outstanding (in shares) | 17,857,707 | 17,756,180 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 100 | $ 100 |
Preferred stock, shares authorized (in shares) | 50,000 | 50,000 |
Preferred stock, shares issued (in shares) | 14,790 | 14,790 |
Preferred stock, shares outstanding (in shares) | 14,790 | 14,790 |
Coupon rate | 8.75% | 8.75% |
Series B-2 Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 100 | $ 100 |
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 |
Preferred stock, shares issued (in shares) | 9,300 | 9,300 |
Preferred stock, shares outstanding (in shares) | 9,300 | 9,300 |
Coupon rate | 4.00% | 4.00% |
Liquidation preference per share (in dollars per share) | $ 1,000 | $ 1,000 |
Series A Junior Participating Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Net revenues: | ||||
Agribusiness | $ 38,439 | $ 40,823 | $ 78,922 | $ 81,623 |
Other | 1,132 | 1,212 | 2,305 | 2,430 |
Total net revenues | 39,571 | 42,035 | 81,227 | 84,053 |
Costs and expenses: | ||||
Agribusiness | 35,949 | 37,078 | 78,492 | 75,994 |
Other operations | 1,117 | 1,119 | 2,386 | 2,226 |
Selling, general and administrative | 5,338 | 4,843 | 11,648 | 9,858 |
Total costs and expenses | 42,404 | 43,040 | 92,526 | 88,078 |
Operating loss | (2,833) | (1,005) | (11,299) | (4,025) |
Other (expense) income: | ||||
Interest expense, net | (1,052) | (686) | (997) | (539) |
Equity in (loss) earnings of investments | (371) | 1,927 | (491) | 1,969 |
(Loss) gain on stock in Calavo Growers, Inc. | (4,275) | 3,612 | (6,299) | (298) |
Other (expense) income, net | (280) | 56 | 235 | 360 |
Total other (expense) income | (5,978) | 4,909 | (7,552) | 1,492 |
(Loss) income before income tax benefit (provision) | (8,811) | 3,904 | (18,851) | (2,533) |
Income tax benefit (provision) | 3,505 | (1,084) | 6,641 | 677 |
Net (loss) income | (5,306) | 2,820 | (12,210) | (1,856) |
Net loss (income) attributable to noncontrolling interest | 423 | (5) | 900 | (22) |
Net (loss) income attributable to Limoneira Company | (4,883) | 2,815 | (11,310) | (1,878) |
Preferred dividends | (126) | (126) | (251) | (251) |
Net (loss) income attributable to common stock | $ (5,009) | $ 2,689 | $ (11,561) | $ (2,129) |
Basic net (loss) income per common share (in dollars per share) | $ (0.29) | $ 0.15 | $ (0.66) | $ (0.12) |
Diluted net (loss) income per common share (in dollars per share) | $ (0.29) | $ 0.15 | $ (0.66) | $ (0.12) |
Weighted-average common shares outstanding-basic (in shares) | 17,634,000 | 17,554,000 | 17,602,000 | 17,516,000 |
Weighted-average common shares outstanding-diluted (in shares) | 17,634,000 | 18,225,000 | 17,602,000 | 17,516,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (5,306) | $ 2,820 | $ (12,210) | $ (1,856) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (619) | (452) | (1,886) | 443 |
Minimum pension liability adjustment, net of tax of $50, $28, $27 and $55 for the three and six months ended April 30, 2020 and 2019, respectively. | 60 | 72 | 195 | 146 |
Residual state tax effects on sale of equity securities | 140 | 0 | 140 | 0 |
Total other comprehensive (loss) income, net of tax | (419) | (380) | (1,551) | 589 |
Comprehensive (loss) income | (5,725) | 2,440 | (13,761) | (1,267) |
Comprehensive loss attributable to noncontrolling interest | 422 | 13 | 887 | 1 |
Comprehensive (loss) income attributable to Limoneira Company | $ (5,303) | $ 2,453 | $ (12,874) | $ (1,266) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Statement of Other Comprehensive Income [Abstract] | ||||
Minimum pension liability adjustment, tax | $ 50 | $ 28 | $ 27 | $ 55 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY - USD ($) $ in Thousands | Total | Series B Preferred Stock | Series B2 Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Retained EarningsSeries B Preferred Stock | Retained EarningsSeries B2 Preferred Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Cumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interest |
Beginning balance (in shares) at Oct. 31, 2018 | 17,647,135 | |||||||||||
Beginning balance at Oct. 31, 2018 | $ 219,140 | $ 176 | $ 159,071 | $ 50,354 | $ 8,965 | $ 574 | ||||||
Beginning balance (ASU 2016-01) at Oct. 31, 2018 | $ 15,921 | $ (15,921) | ||||||||||
Beginning balance (ASU 2018-02) at Oct. 31, 2018 | (1,724) | 1,724 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Dividends Common ($0.075 per share) | (1,332) | (1,332) | ||||||||||
Dividends | $ (32) | $ (93) | $ (32) | $ (93) | ||||||||
Stock compensation (in shares) | 145,737 | |||||||||||
Stock compensation | 791 | $ 2 | 789 | |||||||||
Exchange of common stock (in shares) | (20,119) | |||||||||||
Exchange of common stock | (305) | (305) | ||||||||||
Net (loss) income | (4,676) | (4,693) | 17 | |||||||||
Other comprehensive income (loss), net of tax | 957 | 969 | (12) | |||||||||
Ending balance (in shares) at Jan. 31, 2019 | 17,772,753 | |||||||||||
Ending balance at Jan. 31, 2019 | 214,450 | $ 178 | 159,555 | 58,401 | (4,263) | 579 | ||||||
Beginning balance, temporary equity at Oct. 31, 2018 | 1,479 | 9,331 | ||||||||||
Ending balance, temporary equity at Jan. 31, 2019 | 1,479 | 9,331 | ||||||||||
Beginning balance (in shares) at Oct. 31, 2018 | 17,647,135 | |||||||||||
Beginning balance at Oct. 31, 2018 | 219,140 | $ 176 | 159,071 | 50,354 | 8,965 | 574 | ||||||
Beginning balance (ASU 2016-01) at Oct. 31, 2018 | 15,921 | (15,921) | ||||||||||
Beginning balance (ASU 2018-02) at Oct. 31, 2018 | $ (1,724) | $ 1,724 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net (loss) income | (1,856) | |||||||||||
Ending balance (in shares) at Apr. 30, 2019 | 17,772,753 | |||||||||||
Ending balance at Apr. 30, 2019 | 215,859 | $ 178 | 159,992 | 59,757 | (4,643) | 575 | ||||||
Beginning balance, temporary equity at Oct. 31, 2018 | 1,479 | 9,331 | ||||||||||
Ending balance, temporary equity at Apr. 30, 2019 | 1,479 | 9,331 | ||||||||||
Beginning balance (in shares) at Jan. 31, 2019 | 17,772,753 | |||||||||||
Beginning balance at Jan. 31, 2019 | 214,450 | $ 178 | 159,555 | 58,401 | (4,263) | 579 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Dividends Common ($0.075 per share) | (1,333) | (1,333) | ||||||||||
Dividends | (33) | (93) | (33) | (93) | ||||||||
Stock compensation (in shares) | 0 | |||||||||||
Stock compensation | 437 | $ 0 | 437 | |||||||||
Net (loss) income | 2,820 | 2,815 | 5 | |||||||||
Other comprehensive income (loss), net of tax | (389) | (380) | (9) | |||||||||
Ending balance (in shares) at Apr. 30, 2019 | 17,772,753 | |||||||||||
Ending balance at Apr. 30, 2019 | 215,859 | $ 178 | 159,992 | 59,757 | (4,643) | 575 | ||||||
Beginning balance, temporary equity at Jan. 31, 2019 | 1,479 | 9,331 | ||||||||||
Ending balance, temporary equity at Apr. 30, 2019 | 1,479 | 9,331 | ||||||||||
Beginning balance (in shares) at Oct. 31, 2019 | 17,756,180 | |||||||||||
Beginning balance at Oct. 31, 2019 | 221,688 | $ 178 | 160,254 | 53,089 | (7,255) | 15,422 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Dividends Common ($0.075 per share) | (1,338) | (1,338) | ||||||||||
Dividends | (32) | (93) | (32) | (93) | ||||||||
Stock compensation (in shares) | 112,841 | |||||||||||
Stock compensation | 829 | $ 1 | 828 | |||||||||
Exchange of common stock (in shares) | (11,314) | |||||||||||
Exchange of common stock | (213) | (213) | ||||||||||
Net (loss) income | (6,904) | (6,427) | (477) | |||||||||
Other comprehensive income (loss), net of tax | (1,120) | (1,132) | 12 | |||||||||
Ending balance (in shares) at Jan. 31, 2020 | 17,857,707 | |||||||||||
Ending balance at Jan. 31, 2020 | 212,817 | $ 179 | 160,869 | 45,199 | (8,387) | 14,957 | ||||||
Beginning balance, temporary equity at Oct. 31, 2019 | 1,479 | 9,331 | ||||||||||
Ending balance, temporary equity at Jan. 31, 2020 | 1,479 | 9,331 | ||||||||||
Beginning balance (in shares) at Oct. 31, 2019 | 17,756,180 | |||||||||||
Beginning balance at Oct. 31, 2019 | 221,688 | $ 178 | 160,254 | 53,089 | (7,255) | 15,422 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net (loss) income | (12,210) | |||||||||||
Ending balance (in shares) at Apr. 30, 2020 | 17,857,707 | |||||||||||
Ending balance at Apr. 30, 2020 | 205,840 | $ 179 | 161,227 | 38,850 | (8,806) | 14,390 | ||||||
Beginning balance, temporary equity at Oct. 31, 2019 | 1,479 | 9,331 | ||||||||||
Ending balance, temporary equity at Apr. 30, 2020 | 1,479 | 9,331 | ||||||||||
Beginning balance (in shares) at Jan. 31, 2020 | 17,857,707 | |||||||||||
Beginning balance at Jan. 31, 2020 | 212,817 | $ 179 | 160,869 | 45,199 | (8,387) | 14,957 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Dividends Common ($0.075 per share) | (1,341) | (1,341) | ||||||||||
Dividends | (32) | (93) | $ (32) | $ (93) | ||||||||
Stock compensation (in shares) | 0 | |||||||||||
Stock compensation | 358 | $ 0 | 358 | |||||||||
Noncontrolling interest adjustment | (145) | (145) | ||||||||||
Net (loss) income | (5,306) | (4,883) | (423) | |||||||||
Other comprehensive income (loss), net of tax | (418) | (419) | 1 | |||||||||
Ending balance (in shares) at Apr. 30, 2020 | 17,857,707 | |||||||||||
Ending balance at Apr. 30, 2020 | $ 205,840 | $ 179 | $ 161,227 | $ 38,850 | $ (8,806) | $ 14,390 | ||||||
Beginning balance, temporary equity at Jan. 31, 2020 | 1,479 | 9,331 | ||||||||||
Ending balance, temporary equity at Apr. 30, 2020 | $ 1,479 | $ 9,331 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||
Apr. 30, 2020 | Jan. 31, 2020 | Apr. 30, 2019 | Jan. 31, 2019 | |
Dividends on common stock (in dollars per share) | $ 0.075 | $ 0.075 | $ 0.075 | $ 0.075 |
Series B Preferred Stock | ||||
Dividends on preferred stock (in dollars per share) | 2.19 | 2.19 | 2.19 | 2.19 |
Series B2 Preferred Stock | ||||
Dividends on preferred stock (in dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 30, 2020 | Jan. 31, 2020 | Apr. 30, 2019 | Jan. 31, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Oct. 31, 2019 | |
Operating activities | |||||||
Net loss | $ (5,306) | $ (6,904) | $ 2,820 | $ (4,676) | $ (12,210) | $ (1,856) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Depreciation and amortization | 2,433 | 2,121 | 4,998 | 4,247 | |||
Loss (gain) on disposals of assets | 264 | (11) | |||||
Stock compensation expense | 1,187 | 1,228 | |||||
Non-cash lease expense | 228 | 0 | |||||
Equity in loss (earnings) of investments | 371 | (1,927) | 491 | (1,969) | |||
Cash distributions from equity investments | 0 | 282 | |||||
Deferred income taxes | (6,641) | (642) | |||||
Accrued interest on notes receivable | (12) | (92) | |||||
Loss on stock in Calavo Growers, Inc. | 4,275 | (3,612) | 6,299 | 298 | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (2,953) | (5,838) | |||||
Cultural costs | 3,001 | 2,608 | |||||
Prepaid expenses and other current assets | (4,620) | (1,409) | |||||
Income taxes receivable | 0 | 378 | |||||
Other assets | 80 | (130) | |||||
Accounts payable and growers payable | (3,841) | 9,947 | |||||
Accrued liabilities | (2,360) | (2,927) | |||||
Other long-term liabilities | 291 | (96) | |||||
Net cash (used in) provided by operating activities | (15,798) | 4,018 | |||||
Investing activities | |||||||
Capital expenditures | (5,415) | (8,151) | |||||
Agriculture property acquisition | 0 | (397) | |||||
Payments to FGF Trapani | 0 | (4,000) | |||||
Net proceeds from sale of stock in Calavo Growers, Inc. | 11,048 | 0 | |||||
Collections of installments on note receivable | 0 | 150 | |||||
Equity investment contributions | (2,800) | (4,000) | |||||
Loan to Limoneira Lewis Community Builders, LLC | (1,800) | 0 | |||||
Investments in mutual water companies | (51) | (16) | |||||
Insurance proceeds received | 250 | 0 | |||||
Net cash provided by (used in) investing activities | 1,232 | (16,414) | |||||
Financing activities | |||||||
Borrowings of long-term debt | 71,275 | 58,340 | |||||
Repayments of long-term debt | (52,771) | (41,844) | |||||
Dividends paid – common | (2,679) | (2,665) | |||||
Dividends paid – preferred | (250) | (251) | |||||
Exchange of common stock | (213) | (305) | |||||
Net cash provided by financing activities | 15,362 | 13,275 | |||||
Effect of exchange rate changes on cash | (148) | 3 | |||||
Net increase in cash | 648 | 882 | |||||
Cash at beginning of period | $ 616 | $ 609 | 616 | 609 | $ 609 | ||
Cash at end of period | $ 1,264 | $ 1,491 | 1,264 | 1,491 | $ 616 | ||
Supplemental disclosures of cash flow information | |||||||
Cash paid during the period for interest, net of amounts capitalized | 981 | 1,327 | |||||
Cash paid during the period for income taxes, net of refunds | 0 | 130 | |||||
Non-cash investing and financing activities: | |||||||
Decrease in real estate development and sale-leaseback deferral | 0 | (58,330) | |||||
Reclassification from real estate development to equity in investments | 0 | (33,353) | |||||
Capital expenditures accrued but not paid at period-end | 1,734 | 400 | |||||
Accrued contribution obligation of investment in water company | 450 | 450 | |||||
Accrued Series B-2 Convertible Preferred Stock dividends | $ 31 | $ 31 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | |
Feb. 29, 2020 | Dec. 31, 2018 | |
Decrease in real estate development and sale lease-back deferral | $ 58,330 | |
Reclassification from joint venture to equity in investments | $ 33,353 | |
Farm Credit West | ||
Annual dividend patronage received | $ 966 | |
Reduction in interest expense | 667 | |
Reduction in real estate development assets | $ 299 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Business Limoneira Company (together with its consolidated subsidiaries, the “Company”) engages primarily in growing citrus and avocados, picking and hauling citrus, and packing, marketing and selling lemons. The Company is also engaged in residential rentals and other rental operations and real estate development activities. The Company markets and sells lemons directly to food service, wholesale and retail customers throughout the United States, Canada, Asia, Europe and other international markets. The Company is a member of Sunkist Growers, Inc. (“Sunkist”), an agricultural marketing cooperative, and sells its oranges, specialty citrus and other crops to Sunkist-licensed and other third-party packinghouses. The Company sells the majority of its avocado production to Calavo Growers, Inc. (“Calavo”), a packing and marketing company listed on the NASDAQ Global Select Market under the symbol CVGW. Calavo’s customers include many of the largest retail and food service companies in the United States and Canada. Calavo packs the Company’s avocados, which are then sold and distributed under Calavo brands to its customers. Basis of Presentation and Preparation The accompanying unaudited interim consolidated financial statements include the accounts of the Company and the accounts of all the subsidiaries and investments in which the Company holds a controlling interest. Intercompany accounts and transactions have been eliminated. In the opinion of the Company, the unaudited interim consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these unaudited interim consolidated financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Because the consolidated financial statements do not include all of the information and notes required by GAAP for a complete set of consolidated financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Changes in Accounting Policies On November 1, 2019, the Company adopted Financial Accounting Standards Board ("FASB") - Accounting Standards Update ("ASU") 2016-02, Leases (as amended, "ASU 2016-02" or the "New Lease Standard"). A lease is defined as a contract that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company enters into contracts that are, or contain, leases as both a lessee and a lessor. The following accounting policies have been updated as part of the adoption of the New Lease Standard. Leases Accounting for Operating Leases as a Lessee - In its ordinary course of business, the Company enters into leases as a lessee generally for agricultural land and packinghouse equipment. The Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in other assets, accrued liabilities and other long-term liabilities on its consolidated balance sheets. Operating lease right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease, measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As none of the Company’s leases provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet as the Company has elected to recognize lease expense for these leases on a straight-line basis over the lease term. The Company has material leases with related parties which are further described in Note 15 - Related-Party Transactions . 2. Summary of Significant Accounting Policies (continued) Leases (continued) Certain of the Company’s agricultural land agreements contain variable costs based on a percentage of the operating results of the leased property. Such variable lease costs are expensed as incurred. These land agreements also contain costs for non-lease components, such as water usage, which the Company accounts for separately from the lease components. For all other agreements, the Company generally combines lease and non-lease components in calculating the ROU assets and lease liabilities. See Note 13 - Leases for additional information. Accounting for Leases as a Lessor - Leases in which the Company acts as the lessor include land, residential and commercial units and are all classified as operating leases. Certain of the Company’s contracts contain variable income based on a percentage of the operating results of the leased asset. Certain of the Company’s contracts contain non-lease components such as water, utilities and common area services. The Company has elected to not separate lease and non-lease components for its lessor arrangements and the combined component is accounted for entirely under Accounting Standards Codification ("ASC") 842, Leases . The underlying asset in an operating lease arrangement is carried at depreciated cost within property, plant, and equipment, net on the consolidated balance sheets. Depreciation is calculated using the straight-line method over the useful life of the underlying asset. The Company recognizes operating lease revenue on a straight-line basis over the lease term. Comprehensive (Loss) Income Comprehensive (loss) income represents all changes in a company’s net assets, except changes resulting from transactions with shareholders, and is reported as a component of the Company’s stockholders’ equity. As of April 30, 2020 , the components of accumulated other comprehensive loss, net of tax, consist of accumulated foreign currency translation losses of $4,248,000 and accumulated pension losses of $4,558,000 . As of October 31, 2019, accumulated other comprehensive loss consisted of accumulated foreign currency translation losses of $2,362,000 , accumulated pension losses of $4,753,000 and accumulated losses related to available for sale securities of $140,000 . Reclassifications and Adjustments Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the April 30, 2020 presentation. The Company reclassified receivables/other from related parties and payables to related parties of $2,985,000 and $906,000 , respectively, as of October 31, 2019 , from accounts receivable, net, and accrued liabilities, respectively. Recent Accounting Pronouncements FASB ASU 2016-02, Leases (Topic 842) and related ASUs, including ASU 2018-11, Leases (Topic 842): Targeted Improvements In February 2016, the FASB issued ASU 2016-02, which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11 which, among other things, provides administrative relief by allowing entities to implement the lease standard on a modified retrospective basis (the "Optional Transition Method"). Effectively, the Optional Transition Method permits companies to adopt the lease standard through a cumulative effect adjustment to their opening balance sheet on the date of adoption and report under the New Lease Standard on a post-adoption basis. The Company adopted ASU 2016-02 effective November 1, 2019 using the Optional Transition Method. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment of whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the New Lease Standard. The Company elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of ROU assets. The Company did not elect to combine lease and non-lease components for land leases but elected to combine lease and non-lease components for all other asset classes. The Company also elected to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company updated its accounting policies, processes and internal controls in order to meet the New Lease Standard's reporting and disclosure requirements. 2. Summary of Significant Accounting Policies (continued) Recent Accounting Pronouncements (continued) The adoption of ASU 2016-02 had a material impact on its consolidated balance sheets, but did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. Upon adoption as of November 1, 2019, the Company recorded ROU assets of $2,400,000 and lease liabilities of $2,500,000 for operating leases in which the Company is a lessee. The adoption also included an immaterial reclassification of accrued rent liabilities against the ROU asset balance. As of November 1, 2019, there were no material finance leases for which the Company was a lessee. The adoption of ASU 2016-02 did not change the Company’s accounting for its operating leases in which it acts as the lessor. See Note 13 - Leases for additional information. FASB ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related ASUs This amendment requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. ASU 2016-13 is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not expect this ASU to have a material impact on its consolidated financial statements. FASB ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans This amendment adds, removes and clarifies the disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans. For public business entities, the amendments are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is evaluating the effect this ASU may have on its consolidated financial statements. FASB ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes This amendment removes specific exceptions to the general principles in Topic 740 in GAAP. It eliminates the need for an organization to analyze whether certain exceptions apply in a given period. The amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP under certain situations. ASU 2019-12 is effective for public business entities, for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. An entity that elects early adoption in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption should adopt all the amendments in the same period. The Company early adopted this ASU as of November 1, 2019 and the adoption did not have a material impact on its consolidated financial statements. Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") On March 27, 2020, the CARES Act was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company has evaluated the impact on its consolidated financial statements at April 30, 2020 and has estimated the impact of approximately $1,380,000 of income tax benefit and $4,924,000 federal tax refund utilizing net operating loss provisions of the CARES Act. The Company anticipates it will benefit from the utilization of net operating losses, the technical correction for qualified leasehold improvements eligible for 100% tax bonus depreciation and potentially other provisions within the CARES Act. |
Acquisitions
Acquisitions | 6 Months Ended |
Apr. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Business Combination Trapani Fresh On May 30, 2019, the Company acquired a 51% interest in a joint venture, Trapani Fresh, formed with FGF Trapani (“FGF”), a multi-generational, family-owned citrus operation in Argentina. To consummate the transaction, the Company formed a subsidiary under the name Limoneira Argentina S.A.U. (“Limoneira Argentina”) as the managing partner and acquired a 51% interest in an Argentine Trust that holds a 75% interest in Finca Santa Clara (“Santa Clara”), a ranch with approximately 1,200 acres of planted lemons. Trapani Fresh controls the trust and grows, packs, markets and sells fresh citrus. Total consideration paid for the Company’s interest in Trapani Fresh was $15,000,000 and transaction costs of approximately $654,000 were included in selling, general and administrative expense during the fiscal year ended October 31, 2019. In February 2020, FGF agreed to a decrease in the purchase consideration of $152,000 to reflect profits that Limoneira Argentina would have received had the transaction been consummated at the beginning of the 2019 lemon export season. The Company has recorded a receivable from FGF, a decrease in non-controlling interest and a decrease in goodwill. Below is a summary of the fair value of the net assets acquired on the acquisition date based on a third-party valuation, which was finalized during the second quarter of fiscal year 2020 (in thousands): Cultural costs $ 3,270 Land and land improvements 9,520 Buildings and improvements 870 Orchards 8,410 Customer relationships, trademarks and non-competition agreement (10-year useful life) 6,920 Goodwill 123 Total assets acquired 29,113 Noncontrolling interest (14,265 ) Net cash paid $ 14,848 Goodwill of $123,000 relates to synergies of the operations, has been allocated to the fresh lemons segment and is currently not expected to be deductible for tax purposes. Revenue of $14,651,000 and net income of $999,000 of Trapani Fresh were included in the Company’s consolidated statement of operations from the acquisition date to the period ended October 31, 2019. The unaudited, pro forma consolidated statement of operations as if Trapani Fresh had been included in the consolidated results of the Company for the years ended October 31, 2019 and 2018 would have resulted in revenues of $177,625,000 and $153,033,000 , respectively, and net (loss) income of $(6,092,000) and $21,942,000 , respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Apr. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Under the FASB ASC 820, Fair Value Measurement and Disclosures, a fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). The following table sets forth the Company’s financial assets as of October 31, 2019 , which were measured on a recurring basis during the period, segregated by level within the fair value hierarchy (in thousands): October 31, 2019 Level 1 Level 2 Level 3 Total Assets at fair value: Equity securities $ 17,346 $ — $ — $ 17,346 4. Fair Value Measurements (continued) Equity securities consisted of marketable securities in Calavo common stock. At October 31, 2019 , the Company owned 200,000 shares which represented approximately 1.1% of Calavo’s outstanding common stock at a stock price of $97.00 per share. These securities were measured at fair value by quoted market prices and changes in fair value were included in the statement of operations. In March 2020, the Company sold all 200,000 shares of Calavo common stock for a total of $11,048,000 , recognizing a loss of $4,275,000 and $6,299,000 , for the three and six months ended April 30, 2020 , respectively, which is included in other (expense) income in the consolidated statement of operations. In fiscal year 2019, the Company sold 50,000 shares of Calavo common stock for a total of $4,786,000 , recognizing a loss of $63,000 , which was included in other (expense) income in the consolidated statement of operations. |
Concentrations and Geographic I
Concentrations and Geographic Information | 6 Months Ended |
Apr. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations and Geographic Information | Concentrations and Geographic Information Lemons procured from third-party growers were 60% and 59% of the Company's lemon supply in the three months ended April 30, 2020 and 2019 , respectively. Lemons procured from third-party growers were 58% and 59% of the Company's lemon supply in the six months ended April 30, 2020 and 2019 , respectively, of which one third-party grower was 12% of lemon supply as of April 30, 2020 . The Company sells the majority of its avocado production to Calavo and the majority of its oranges and specialty citrus to a third-party packinghouse. Concentrations of credit risk with respect to trade receivables are limited due to a large, diverse customer base. During the three and six months ended April 30, 2020 , the Company had approximately $921,000 and $1,460,000 of lemon and orange sales in Chile by PDA and San Pablo, respectively, and $2,280,000 and $2,479,000 of lemon and orange sales in Argentina by Trapani Fresh, respectively. During the three and six months ended April 30, 2019 , the Company had approximately $907,000 , and $1,545,000 of lemon and orange sales in Chile by PDA and San Pablo, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Apr. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): April 30, October 31, 2019 Prepaid supplies and insurance $ 4,329 $ 3,199 Note receivable and related interest 2,489 181 Real estate development held-for-sale 2,543 2,543 Lemon supplier advances and other 1,930 2,230 $ 11,291 $ 8,153 |
Real Estate Development
Real Estate Development | 6 Months Ended |
Apr. 30, 2020 | |
Real Estate [Abstract] | |
Real Estate Development | Real Estate Development Real estate development assets are comprised primarily of land and land development costs and consist of the following (in thousands): April 30, October 31, Retained Property - East Area I $ 12,845 $ 11,943 East Area II 6,516 5,659 $ 19,361 $ 17,602 East Area I, Retained Property and East Area II In fiscal year 2005, the Company began capitalizing the costs of two real estate development projects east of Santa Paula, California, for the development of 550 acres of land into residential units, commercial buildings and civic facilities. On November 10, 2015 (the “Transaction Date”), the Company entered into a joint venture with The Lewis Group of Companies (“Lewis”) for the residential development of its East Area I real estate development project. To consummate the transaction, the Company formed Limoneira Lewis Community Builders, LLC (“LLCB” or “Joint Venture”) as the development entity, contributed its East Area I property to LLCB and sold a 50% interest in LLCB to Lewis for $20,000,000 . 7. Real Estate Development (continued) East Area I, Retained Property and East Area II (continued) The Company and the Joint Venture also entered into a Retained Property Development Agreement on the Transaction Date (the "Retained Property Agreement"). Under the terms of the Retained Property Agreement, the Joint Venture transferred certain contributed East Area I property, which is entitled for commercial development, back to the Company (the "Retained Property") and arranged for the design and construction of certain improvements to the Retained Property, subject to certain reimbursements by the Company. The balance includes estimated costs incurred by and reimbursable to LLCB of $2,850,000 at April 30, 2020 , which is included in payables to related parties and $1,200,000 at October 31, 2019 , which was included in other long-term liabilities. In January 2018, the Joint Venture entered into a $45,000,000 unsecured Line of Credit Loan Agreement and Promissory Note (the “Loan”) with Bank of America, N.A. to fund early development activities. The Loan originally was scheduled to mature in January 2020 and was extended to February 22, 2021 per the terms thereof. The interest rate on the Loan is LIBOR plus 2.85% and is payable monthly. The Loan contains certain customary default provisions and the Joint Venture may prepay any amounts outstanding under the Loan without penalty. The extension had no impact on the Company's loan guarantee $1,080,000 value as of April 30, 2020 . In February 2018, certain principals from Lewis and by the Company guaranteed the obligations under the Loan. The guarantee shall continue in effect until all of the Loan obligations are fully paid and the guarantors are jointly and severally liable for all Loan obligations in the event of default by the Joint Venture. The Joint Venture recorded the Loan balance of $45,000,000 as of April 30, 2020 . The Company made contributions to the Joint Venture of $2,800,000 and $4,000,000 in the six months ended April 30, 2020 and 2019 , respectively. Additionally, in February 2020 the Company and Lewis each loaned $1,800,000 to the Joint Venture at an interest rate of 4.6% originally due May 31, 2020 and extended to August 31, 2020. Other Real Estate Development Projects The remaining real estate development parcel within the Templeton Santa Barbara, LLC project is described as Sevilla. The Company's net carrying value of Sevilla was $2,543,000 , as of April 30, 2020 and October 31, 2019 , respectively, which has been included in prepaid expenses and other current assets. The expenses associated with this property were immaterial. During December 2017, the Company sold its Centennial property with a net book value of $2,983,000 for $3,250,000 . The Company received cash and a $3,000,000 promissory note secured by the property for the balance of the purchase. The promissory note was originally scheduled to mature in December 2019 but was extended to December 15, 2020 and the interest rate was reset to equal to the 6-month LIBOR plus 2.75% on the outstanding principal balance of the note, interest only paid monthly on the first day of each month beginning January 1, 2020. At April 30, 2020 , the net carrying value of the note was $2,489,000 and classified in prepaid expenses and other current assets. In the first quarter of fiscal year 2020, the Company entered into an agreement to sell its Sevilla property for $2,700,000 , which is expected to close in fiscal year 2020. After transaction and other costs, the Company expects to receive cash proceeds of approximately $2,550,000 and recognize an immaterial gain upon closing. At April 30, 2020 , the $2,543,000 carrying value of the property was classified as held for sale and included in prepaid expenses and other current assets. |
Equity in Investments
Equity in Investments | 6 Months Ended |
Apr. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity in Investments | Equity in Investments Equity in investments consist of the following (in thousands): April 30, October 31, 2019 Limoneira Lewis Community Builders, LLC $ 56,755 $ 54,016 Limco Del Mar, Ltd. 1,928 1,950 Rosales 1,218 1,745 Romney Property Partnership 512 512 $ 60,413 $ 58,223 8. Equity in Investments (continued) Unconsolidated Significant Subsidiary In accordance with Rule 10-01(b)(1) of Regulation S-X, which applies to interim reports on Form 10-Q, the Company must determine if its equity method investees are considered “significant subsidiaries”. In evaluating its investments, there are two tests utilized to determine if equity method investees are considered significant subsidiaries: the income test and the investment test. Summarized income statement information of an equity method investee is required in an interim report if either of the two tests exceed 20% in the interim periods presented. During the year-to-date interim period for the six months ended April 30, 2019 , this threshold was met for the LLCB and thus summarized income statement information is presented in this Quarterly Report on Form 10-Q. The following is unaudited summarized financial information for LLCB (in thousands): Six Months Ended April 30, 2020 2019 Revenues $ 4,768 $ 30,354 Cost of land sold 3,975 22,005 Operating expenses 649 107 Net income $ 144 $ 8,242 Net income attributable to Limoneira Company $ 132 $ 3,481 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Apr. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets A summary of the change in the carrying amount of goodwill is as follows (in thousands): Goodwill Net Carrying Amount October 31, 2019 $ 1,839 Trapani Fresh purchase price adjustment (297 ) Foreign currency translation adjustment (19 ) April 30, 2020 $ 1,523 See Note 3 - Acquisitions for additional information regarding the acquisition of Trapani Fresh. Goodwill is tested for impairment on an annual basis or when an event or changes in circumstances indicate that its carrying value may not be recoverable. There have been no impairment charges recorded against goodwill as of April 30, 2020 . Intangible assets consisted of the following as of April 30, 2020 and October 31, 2019 (in thousands): April 30, 2020 October 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Trade names and trademarks $ 3,786 $ (698 ) $ 3,088 10 $ 3,786 $ (542 ) $ 3,244 10 Customer relationships 5,010 (781 ) 4,229 9 5,010 (500 ) 4,510 9 Non-competition agreement 1,040 (95 ) 945 10 1,040 (42 ) 998 10 Acquired water and mineral rights 3,420 — 3,420 Indefinite 3,655 — 3,655 Indefinite $ 13,256 $ (1,574 ) $ 11,682 $ 13,491 $ (1,084 ) $ 12,407 9. Goodwill and Intangible Assets (continued) Amortization expense totaled $205,000 and $89,000 for the three months ended April 30, 2020 and 2019 , respectively. Amortization expense totaled $490,000 and $178,000 for the six months ended April 30, 2020 and 2019 , respectively. Estimated future amortization expense of intangible assets as of April 30, 2020 are as follows (in thousands): 2020 (excluding the six months ended April 30, 2020) $ 547 2021 1,027 2022 976 2023 976 2024 976 Thereafter 3,760 $ 8,262 |
Other Assets
Other Assets | 6 Months Ended |
Apr. 30, 2020 | |
Other Assets [Abstract] | |
Other Assets | Other Assets Investments in Mutual Water Companies The Company’s investments in various not-for-profit mutual water companies provide the Company with the right to receive a proportionate share of water from each of the not-for-profit mutual water companies that have been invested in and do not constitute voting shares and/or rights. Amounts included in other assets in the consolidated balance sheets as of April 30, 2020 and October 31, 2019 were $6,000,000 and $5,499,000 , respectively. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Apr. 30, 2020 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following (in thousands): April 30, October 31, 2019 Compensation $ 1,386 $ 1,973 Property taxes — 652 Lemon and orange supplier payables 78 899 Allowances and packing and harvest expenses 2,190 3,191 Other 2,849 1,546 $ 6,503 $ 8,261 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Apr. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt is comprised of the following (in thousands): April 30, October 31, 2019 Farm Credit West revolving and non-revolving lines of credit: the interest rate of the revolving line of credit is variable based on the one-month London Interbank Offered Rate (“LIBOR”), which was 0.94% at April 30, 2020, plus 1.60%. The interest rate for the $40.0 million outstanding balance of the non-revolving line of credit was fixed at 4.77%. Interest is payable monthly and the principal is due in full on July 1, 2022. $ 102,908 $ 82,843 Farm Credit West term loan: Effective October 1, 2019, the interest rate was fixed at 3.76%. The loan is payable in quarterly installments through November 2022. 1,741 2,035 Farm Credit West term loan: Effective October 1, 2019, the interest rate was fixed at 4.14%. The loan is payable in monthly installments through October 2035. 1,054 1,078 Farm Credit West term loan: Effective October 1, 2019, the interest rate was fixed at 4.17%. The loan is payable in monthly installments through March 2036. 8,634 8,823 Farm Credit West term loan: the interest rate is fixed at 3.62% until March 2021, becoming variable for the remainder of the loan. The loan is payable in monthly installments though March 2036. 6,375 6,522 Wells Fargo term loan: the interest rate is fixed at 3.58%. The loan is payable in monthly installments through January 2023. 4,229 4,955 Banco de Chile term loan: the interest rate is fixed at 6.48%. The loan is payable in annual installments through January 2025. 1,094 1,386 Note Payable: the interest rate ranges from 5.00% to 7.00% and was 6.00% at April 30, 2020. The loan includes interest only monthly payments and principal is due in February 2023. 1,435 1,435 Subtotal 127,470 109,077 Less deferred financing costs, net of accumulated amortization 131 162 Total long-term debt, net 127,339 108,915 Less current portion 3,045 3,023 Long-term debt, less current portion $ 124,294 $ 105,892 In June 2017, the Company entered into a Master Loan Agreement (the “Loan Agreement”) with Farm Credit West that includes a Revolving Credit Supplement and a Non-Revolving Credit Supplement (the “Supplements”). In January 2018, the Company amended the Revolving Credit Supplement to increase the borrowing capacity from $60,000,000 to $75,000,000 . In March 2020, the Company entered into a revolving equity line of credit promissory note and loan agreement with Farm Credit West for a $15,000,000 Revolving Equity Line of Credit (the "RELOC") secured by a first lien on the Windfall Investors, LLC property. The loan matures in 2043 and features a 3 -year draw period followed by 20 years of fully amortized loan payments. The interest rate is variable with monthly interest-only payments during the 3 -year draw period and monthly principal and interest payments thereafter. The Supplements and RELOC provide aggregate borrowing capacity of $130,000,000 comprised of $75,000,000 under the Revolving Credit Supplement, $40,000,000 under the Non-Revolving Credit Supplement and $15,000,000 under the RELOC. The borrowing capacity based on collateral value was $130,000,000 at April 30, 2020 . All indebtedness under the Loan Agreement, including any indebtedness under the Supplements, is secured by a first lien on certain of its agricultural properties in Tulare, Ventura and San Luis Obispo counties in California and certain of the Company's building fixtures and improvements and investments in mutual water companies associated with the pledged agricultural properties. The Loan Agreement includes customary default provisions that provide should an event of default occur, Farm Credit West, at its option, may declare all or any portion of the indebtedness under the Loan Agreement to be immediately due and payable without demand, notice of non-payment, protest or prior recourse to collateral, and terminate or suspend the Company's right to draw or request funds on any loan or line of credit. In December 2019, Farm Credit West declared an annual cash patronage dividend of 1.00% of average eligible loan balances. The Company received $966,000 in February 2020. 12. Long-Term Debt (continued) Under the Loan Agreement the Company is required to comply with a minimum debt service coverage ratio (as calculated in accordance with the Loan Agreement) of 1.25 :1.0 measured as of October 31 each year. On May 29, 2020, the Loan Agreement was amended to adjust the debt service ratio to 1.00 :1.0 for October 31, 2020. Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress. The Company capitalized interest of $355,000 and $344,000 during the three months ended April 30, 2020 and 2019 , respectively, and $444,000 and $611,000 during the six months ended April 30, 2020 and 2019 , respectively. Capitalized interest is included in property, plant and equipment and real estate development assets in the Company’s consolidated balance sheets. |
Leases
Leases | 6 Months Ended |
Apr. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases Lessor Arrangements The Company enters into leasing transactions in which it rents certain of its assets and the Company is the lessor. These lease contracts are typically classified as operating leases with remaining terms ranging from one month to 23 years , with various renewal terms available. All of the residential rentals have month to month lease terms. The following table presents the components of the Company’s operating lease portfolio included in property, plant and equipment, net as of the dates indicated (in thousands): April 30, 2020 October 31, 2019 Land $ 1,279 $ 1,279 Buildings, equipment and building improvements 22,841 22,841 Less accumulated depreciation (7,877 ) (7,551 ) Property, plant and equipment, net under operating leases $ 16,243 $ 16,569 Depreciation expense for assets under operating leases was approximately $160,000 and $326,000 for the three and six months ended April 30, 2020 . The Company’s rental operations revenue consists of the following (in thousands): Three Months Ended Six Months Ended Operating lease revenue $ 1,061 $ 2,157 Variable lease revenue 71 148 Total lease revenue $ 1,132 $ 2,305 The future minimum lease payments to be received by the Company related to these operating lease agreements as of April 30, 2020 are as follows (in thousands): 2020 (excluding the six months ended April 30, 2020) $ 563 2021 659 2022 469 2023 339 2024 42 Thereafter 758 Total $ 2,830 13. Leases (continued) Lessee Arrangements The Company enters into leasing transactions in which the Company is the lessee. These lease contracts are typically classified as operating leases. The Company’s lease contracts are generally for agricultural land and packinghouse equipment with remaining lease terms ranging from one to 18 years , with various term extensions available. The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As of April 30, 2020 , there were no material finance leases for which the Company was a lessee. Operating lease costs were $137,000 and $274,000 for the three and six months ended April 30, 2020 , respectively, which are primarily included in agribusiness costs and expenses in the Company’s consolidated statements of operations. Variable and short term lease costs were immaterial. Supplemental balance sheet information related to leases consists of the following (in thousands): Classification April 30, 2020 Assets Operating lease ROU assets Other assets $ 2,187 Liabilities and Stockholders' Equity Current operating lease liabilities Accrued liabilities 540 Non-current operating lease liabilities Other long-term liabilities 1,693 Total operating lease liabilities $ 2,233 Weighted-average remaining lease term (in years) 11.0 Weighted-average discount rate 3.9 % Supplemental cash flow information related to leases consists of the following (in thousands): Three Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 122 $ 306 ROU assets obtained in exchange for new operating lease liabilities $ — $ — Future minimum lease payments under non-cancellable leases for the remainder of fiscal year 2020 , each of the subsequent four fiscal years and thereafter are as follows (in thousands): 2020 (excluding the six months ended April 30, 2020) $ 240 2021 481 2022 330 2023 154 2024 134 Thereafter 1,450 Total lease payments 2,789 Less: Imputed interest (556 ) Total $ 2,233 13. Leases (continued) In addition to operating lease commitments, the Company also has a contract for pollination services which does not meet the definition of a lease, with minimum future payments of $153,000 for the remainder of fiscal year 2020 , $307,000 for each of the fiscal years 2021 and 2022 and $51,000 in fiscal year 2023 . A summary of the Company’s future minimum payments for obligations under non-cancellable operating leases as of October 31, 2019 was as follows (in thousands): 2020 $ 688 2021 492 2022 291 2023 154 2024 134 Thereafter 1,382 $ 3,141 |
Leases | Leases Lessor Arrangements The Company enters into leasing transactions in which it rents certain of its assets and the Company is the lessor. These lease contracts are typically classified as operating leases with remaining terms ranging from one month to 23 years , with various renewal terms available. All of the residential rentals have month to month lease terms. The following table presents the components of the Company’s operating lease portfolio included in property, plant and equipment, net as of the dates indicated (in thousands): April 30, 2020 October 31, 2019 Land $ 1,279 $ 1,279 Buildings, equipment and building improvements 22,841 22,841 Less accumulated depreciation (7,877 ) (7,551 ) Property, plant and equipment, net under operating leases $ 16,243 $ 16,569 Depreciation expense for assets under operating leases was approximately $160,000 and $326,000 for the three and six months ended April 30, 2020 . The Company’s rental operations revenue consists of the following (in thousands): Three Months Ended Six Months Ended Operating lease revenue $ 1,061 $ 2,157 Variable lease revenue 71 148 Total lease revenue $ 1,132 $ 2,305 The future minimum lease payments to be received by the Company related to these operating lease agreements as of April 30, 2020 are as follows (in thousands): 2020 (excluding the six months ended April 30, 2020) $ 563 2021 659 2022 469 2023 339 2024 42 Thereafter 758 Total $ 2,830 13. Leases (continued) Lessee Arrangements The Company enters into leasing transactions in which the Company is the lessee. These lease contracts are typically classified as operating leases. The Company’s lease contracts are generally for agricultural land and packinghouse equipment with remaining lease terms ranging from one to 18 years , with various term extensions available. The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As of April 30, 2020 , there were no material finance leases for which the Company was a lessee. Operating lease costs were $137,000 and $274,000 for the three and six months ended April 30, 2020 , respectively, which are primarily included in agribusiness costs and expenses in the Company’s consolidated statements of operations. Variable and short term lease costs were immaterial. Supplemental balance sheet information related to leases consists of the following (in thousands): Classification April 30, 2020 Assets Operating lease ROU assets Other assets $ 2,187 Liabilities and Stockholders' Equity Current operating lease liabilities Accrued liabilities 540 Non-current operating lease liabilities Other long-term liabilities 1,693 Total operating lease liabilities $ 2,233 Weighted-average remaining lease term (in years) 11.0 Weighted-average discount rate 3.9 % Supplemental cash flow information related to leases consists of the following (in thousands): Three Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 122 $ 306 ROU assets obtained in exchange for new operating lease liabilities $ — $ — Future minimum lease payments under non-cancellable leases for the remainder of fiscal year 2020 , each of the subsequent four fiscal years and thereafter are as follows (in thousands): 2020 (excluding the six months ended April 30, 2020) $ 240 2021 481 2022 330 2023 154 2024 134 Thereafter 1,450 Total lease payments 2,789 Less: Imputed interest (556 ) Total $ 2,233 13. Leases (continued) In addition to operating lease commitments, the Company also has a contract for pollination services which does not meet the definition of a lease, with minimum future payments of $153,000 for the remainder of fiscal year 2020 , $307,000 for each of the fiscal years 2021 and 2022 and $51,000 in fiscal year 2023 . A summary of the Company’s future minimum payments for obligations under non-cancellable operating leases as of October 31, 2019 was as follows (in thousands): 2020 $ 688 2021 492 2022 291 2023 154 2024 134 Thereafter 1,382 $ 3,141 |
Basic and Diluted Net (Loss) In
Basic and Diluted Net (Loss) Income per Share | 6 Months Ended |
Apr. 30, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net (Loss) Income per Share | Basic and Diluted Net (Loss) Income per Share Basic net (loss) income per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock. Diluted net (loss) income per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of conversion of unvested, restricted stock and preferred stock. The computations for basic and diluted net (loss) income per common share are as follows (in thousands, except per share amounts): Three Months Ended Six Months Ended 2020 2019 2020 2019 Basic net (loss) income per common share: Net (loss) income applicable to common stock $ (5,009 ) $ 2,689 $ (11,561 ) $ (2,129 ) Effect of unvested, restricted stock (17 ) (16 ) (34 ) (33 ) Numerator: Net (loss) income for basic EPS (5,026 ) 2,673 (11,595 ) (2,162 ) Denominator: Weighted average common shares-basic 17,634 17,554 17,602 17,516 Basic net (loss) income per common share $ (0.29 ) $ 0.15 $ (0.66 ) $ (0.12 ) Diluted net (loss) income per common share: Numerator: Net (loss) income for diluted EPS $ (5,026 ) $ 2,815 $ (11,595 ) $ (2,162 ) Weighted average common shares–basic 17,634 17,554 17,602 17,516 Effect of dilutive unvested, restricted stock and preferred stock — 671 — — Denominator: Weighted average common shares–diluted 17,634 18,225 17,602 17,516 Diluted net (loss) income per common share $ (0.29 ) $ 0.15 $ (0.66 ) $ (0.12 ) Diluted (losses) earnings per common share are computed using the more dilutive method of either the two-class method or the treasury stock method. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share. The Company’s unvested, restricted stock awards qualify as participating shares. The Company excluded 220,000 and 140,000 , unvested, restricted shares, as calculated under the treasury stock method, from its computation of diluted (losses) earnings per share for the three months ended April 30, 2020 and 2019 , respectively, and 196,000 and 219,000 for the six months ended April 30, 2020 and 2019 , respectively. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Apr. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions The Company has transactions with various related-parties as summarized in the tables below (in thousands): April 30, 2020 October 31, 2019 Balance Sheet Balance Sheet Ref Related Party Receivable/Other from Related Parties Other Assets Accounts Payable Payables to Related Parties Other Long-Term Liabilities Receivable/Other from Related Parties Other Assets Accounts Payable Payables to Related Parties Other Long-Term Liabilities 1 Employees $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 2 Mutual water companies $ — $ 501 $ 38 $ — $ — $ — $ 473 $ 11 $ — $ — 3 Cooperative association $ — $ — $ 103 $ — $ — $ — $ — $ 35 $ — $ — 4 Calavo $ 403 $ — $ 1 $ — $ — $ — $ — $ — $ — $ — 5 Third-party growers $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 6 Cadiz / Fenner / WAM $ — $ 1,480 $ — $ 134 $ 1,390 $ — $ — $ — $ — $ — 7 Colorado River Growers $ 297 $ — $ — $ — $ — $ 376 $ — $ — $ — $ — 8 YMIDD $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 9 FGF $ 3,776 $ — $ — $ 835 $ — $ 2,609 $ — $ — $ 906 $ — 10 LLCB $ 1,800 $ — $ — $ 2,850 $ — $ — $ — $ — $ — $ 1,200 Three Months Ended April 30, 2020 Three Months Ended April 30, 2019 Consolidated Statement of Operations Consolidated Statement of Operations Ref Related Party Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Other Income, Net Dividends Paid Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Other Income, Net Dividends Paid 1 Employees $ — $ 193 $ — $ — $ — $ — $ 182 $ — $ — $ — 2 Mutual water companies $ — $ — $ 117 $ — $ — $ — $ — $ 77 $ — $ — 3 Cooperative association $ — $ — $ 447 $ — $ — $ — $ — $ 540 $ — $ — 4 Calavo $ 1,539 $ 84 $ 59 $ — $ 126 $ 540 $ 80 $ — $ — $ 126 5 Third-party growers $ — $ — $ — $ — $ — $ — $ — $ 232 $ — $ — 6 Cadiz / Fenner / WAM $ — $ — $ 70 $ — $ — $ — $ — $ 22 $ — $ — 7 Colorado River Growers $ 1 $ — $ 337 $ — $ — $ — $ — $ — $ — $ — 8 YMIDD $ — $ — $ 53 $ — $ — $ — $ — $ 53 $ — $ — 9 FGF $ 2,280 $ — $ 2,270 $ — $ — $ — $ — $ — $ — $ — Six Months Ended April 30, 2020 Six Months Ended April 30, 2019 Consolidated Statement of Operations Consolidated Statement of Operations Ref Related Party Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Other Income, Net Dividends Paid Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Other Income, Net Dividends Paid 1 Employees $ — $ 390 $ — $ — $ — $ — $ 360 $ — $ — $ — 2 Mutual water companies $ — $ — $ 464 $ — $ — $ — $ — $ 398 $ — $ — 3 Cooperative association $ — $ — $ 893 $ — $ — $ — $ — $ 856 $ — $ — 4 Calavo $ 1,572 $ 165 $ 178 $ 220 $ 252 $ 543 $ 159 $ 1 $ 250 $ 255 5 Third-party growers $ — $ — $ — $ — $ — $ — $ — $ 609 $ — $ — 6 Cadiz / Fenner / WAM $ — $ — $ 171 $ — $ — $ — $ — $ 88 $ — $ — 7 Colorado River Growers $ 522 $ — $ 5,337 $ — $ — $ 306 $ — $ 3,841 $ — $ — 8 YMIDD $ — $ — $ 86 $ — $ — $ — $ — $ 85 $ — $ — 9 FGF $ 2,479 $ — $ 2,433 $ — $ — $ — $ — $ — $ — $ — 15. Related-Party Transactions (continued) (1) Employees - The Company rents certain of its residential housing assets to employees on a month-to-month basis and recorded rental income from employees. There were no rental payments due from employees at April 30, 2020 and October 31, 2019 . (2) Mutual water companies - The Company has representation on the boards of directors of the mutual water companies in which the Company has investments. The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies. (3) Cooperative association - The Company has representation on the board of directors of a non-profit cooperative association that provides pest control services for the agricultural industry. The Company purchased services and supplies from and had payments due to the cooperative association. (4) Calavo - The Company had an investment in Calavo through March 2020 and has representation on the board of directors and Calavo has an investment in the Company. Calavo had representation on the board of directors of the Company through December 2018. The Company recorded dividend income on its investment in Calavo, paid dividends to Calavo and had avocado sales to Calavo. Additionally, the Company leases office space to Calavo, purchased storage services from Calavo and had amounts due to Calavo for those services. (5) Third party growers - A member of the Company’s board of directors markets lemons through the Company. (6) Cadiz / Fenner / WAM - A member of the Company’s board of directors serves as the CEO, President and a member of the board of directors of Cadiz, Inc. In 2013, the Company entered a long-term lease agreement (the “Lease”) with Cadiz Real Estate, LLC (“Cadiz”), a wholly owned subsidiary of Cadiz, Inc., and currently leases 670 acres located in eastern San Bernardino County, California. The annual base rental is equal to the sum of $200 per planted acre and 20% of gross revenues from the sale of harvested lemons (less operating expenses), not to exceed $1,200 per acre per year. In 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”). An entity affiliated with WAM is the holder of 9,300 shares of the Company's Series B-2 convertible preferred stock. Upon the adoption of ASC 842 , the Company recorded a ROU asset and corresponding lease liability. (7) Colorado River Growers, Inc. (“CRG”) - The Company has representation on the board of directors of CRG, a non-profit cooperative association of fruit growers engaged in the agricultural harvesting business in Yuma County, Arizona. The Company paid harvest expense to CRG, provided harvest management and administrative services to CRG and had a receivable due from CRG for such services. (8) Yuma Mesa Irrigation and Drainage District (“YMIDD”) - The Company has representation on the board of directors of YMIDD. The Company purchased water from YMIDD and had amounts payable to them for such purchases. (9) FGF - The Company advances funds to FGF for fruit purchases which are recorded as an asset until the sales occur and the remaining proceeds become due to FGF. Additionally, FGF provided farming, packing, by-product processing and administrative services to Trapani Fresh. The Company had a payable due to FGF for such fruit purchases and services. (10) LLCB - Refer to Note 7, "Real Estate Development". |
Income Taxes
Income Taxes | 6 Months Ended |
Apr. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s estimated annual effective blended rate for fiscal year 2020 excluding discrete items is approximately 29.3% . As such, a 35.2% estimated effective blended tax rate, after discrete items primarily related to the CARES Act, was utilized by the Company in the six months ended April 30, 2020 to calculate it income tax provision. The effective tax rate for the six months ended April 30, 2020 was higher than the federal statutory tax rate of 21% mainly due to a $1,380,000 discrete benefit recorded as a result of the carryback of federal net operating losses to previous years when the federal income tax rate was 34% . The Company has no material uncertain tax positions as of April 30, 2020 . The Company recognizes interest expense and penalties related to income tax matters as a component of income tax expense. There was no accrued interest or penalties associated with uncertain tax positions as of April 30, 2020 . |
Retirement Plans
Retirement Plans | 6 Months Ended |
Apr. 30, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans The Limoneira Company Retirement Plan (the “Plan”) is a noncontributory, defined benefit, single employer pension plan, which provides retirement benefits for all eligible employees. Benefits paid by the Plan are calculated based on years of service, highest five -year average earnings, primary Social Security benefit and retirement age. Effective June 2004, the Company froze the Plan and no additional benefits accrued to participants subsequent to that date. The Plan is funded consistent with the funding requirements of federal law and regulations. There were funding contributions of zero and $150,000 during the three months ended April 30, 2020 and 2019 , respectively. There were funding contributions of zero and $300,000 during the six months ended April 30, 2020 and 2019 , respectively. The components of net periodic pension cost for the Plan for the three and six months ended April 30, 2020 and 2019 were as follows (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Administrative expenses $ 69 $ 47 $ 139 $ 94 Interest cost 161 207 321 414 Expected return on plan assets (247 ) (272 ) (495 ) (544 ) Prior service cost 11 11 22 22 Recognized actuarial loss 185 100 370 201 Net periodic benefit cost $ 179 $ 93 $ 357 $ 187 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Apr. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any pending or threatened litigation against it that it expects will have a material adverse effect on its business, financial condition, liquidity, or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Apr. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company has a stock-based compensation plan (the “Stock Plan”) that allows for the grant of common stock of the Company to members of management, key executives and non-employee directors. The fair value of such awards is based on the fair value of the Company’s stock on the date of grant and all are classified as equity awards. Performance Awards Certain restricted stock grants are made to management each December under the Stock Plan based on the achievement of certain annual financial performance and other criteria achieved during the previous fiscal year (“Performance Awards”). The performance grants are based on a percentage of the employee’s base salary divided by the stock price on the grant date once the performance criteria has been met, and generally vest over a two -year period as service is provided. There were no shares of common stock granted to management under the Stock Plan for fiscal year 2019 performance because the financial performance and other criteria were not met. Executive Awards Certain restricted stock grants are made to key executives under the Stock Plan (“Executive Awards”). These grants generally vest over a three to five -year period as service is provided. During December 2019, the Company granted 95,000 shares of common stock with a per share price of $18.87 to key executives under the Stock Plan. The related compensation expense of approximately $1,793,000 will be recognized equally over the next three years as the shares vest. 19. Stock-based Compensation (continued) Director Awards The Company issues shares of common stock to non-employee directors under the Stock Plan on an annual basis that vest upon grant (“Director Awards”). During January 2020 and 2019, 17,841 and 15,642 shares, respectively, of common stock were granted as Director Awards. The Company recognized $358,000 and $339,000 of stock-based compensation to non-employee directors during the six months ended April 30, 2020 and 2019 , respectively. During the three months ended January 31, 2020 and 2019 , members of management exchanged 11,314 and 20,119 shares, respectively, of common stock with fair values of $213,000 and $305,000 , respectively, at the date of the exchanges, for the payment of payroll taxes associated with the vesting of shares under the Company’s stock-based compensation programs. |
Segment Information
Segment Information | 6 Months Ended |
Apr. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates in four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness. The Company’s operating segments of rental operations and real estate development are no longer disclosed as separate reportable operating segments and are included in the “Corporate and Other” category in the tables below as they do not meet the quantitative threshold and from a qualitative perspective are not a core focus of the Company's main agribusiness activities. Prior years’ information has been restated to conform to the current year’s presentation. The reportable operating segments of the Company are strategic business units with different products and services, distribution processes and customer bases. The fresh lemons segment includes sales, farming and harvesting expenses and third-party grower costs relative to fresh lemons. The lemon packing segment includes packing revenues and shipping and handling revenues relative to lemon packing. The lemon packing segment expenses are comprised of lemon packing costs. The lemon packing segment revenues include intersegment revenues between fresh lemons and lemon packing. The intersegment revenues are included gross in the segment note and a separate line item is shown as an elimination. The avocados segment includes sales, farming and harvest costs. The other agribusiness segment includes sales, farming and harvest costs of oranges, specialty citrus and other crops. Revenues related to rental operations are included in “Corporate and Other”. Other agribusiness revenues for the three and six months ended April 30, 2020 , consists of oranges of $2,667,000 and $4,939,000 , respectively, and specialty citrus and other crops of $1,152,000 and $3,044,000 , respectively. Other agribusiness revenues for the three and six months ended April 30, 2019 , consists of oranges of $1,991,000 and $2,937,000 , respectively, and specialty citrus and other crops of $1,910,000 and $3,165,000 , respectively. The Company does not separately allocate depreciation and amortization to its fresh lemons, lemon packing, avocados and other agribusiness segments. No asset information is provided for reportable operating segments, as these specified amounts are not included in the measure of segment profit or loss reviewed by the Company’s chief operating decision maker. The Company measures operating performance, including revenues and operating income, of its operating segments and allocates resources based on its evaluation. The Company does not allocate selling, general and administrative expense, other income, interest expense and income taxes, or specifically identify them to its operating segments. The Company earns packing revenue for packing lemons grown on its orchards and lemons procured from third-party growers. Intersegment revenues represent packing revenues related to lemons grown on the Company’s orchards. Segment information for the three months ended April 30, 2020 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 28,715 $ 3,883 $ — $ 2,022 $ 3,819 $ 38,439 $ 1,132 $ 39,571 Intersegment revenue — 8,454 (8,454 ) — — — — — Total net revenues 28,715 12,337 (8,454 ) 2,022 3,819 38,439 1,132 39,571 Costs and expenses 26,961 10,328 (8,454 ) 1,561 3,393 33,789 6,182 39,971 Depreciation and amortization — — — — — 2,160 273 2,433 Operating income (loss) $ 1,754 $ 2,009 $ — $ 461 $ 426 $ 2,490 $ (5,323 ) $ (2,833 ) 20. Segment Information (continued) Segment information for the three months ended April 30, 2019 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 32,428 $ 3,954 $ — $ 540 $ 3,901 $ 40,823 $ 1,212 $ 42,035 Intersegment revenue — 8,157 (8,157 ) — — — — — Total net revenues 32,428 12,111 (8,157 ) 540 3,901 40,823 1,212 42,035 Costs and expenses 27,915 10,664 (8,157 ) 921 3,875 35,218 5,701 40,919 Depreciation and amortization — — — — — 1,860 261 2,121 Operating income (loss) $ 4,513 $ 1,447 $ — $ (381 ) $ 26 $ 3,745 $ (4,750 ) $ (1,005 ) Segment information for the six months ended April 30, 2020 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 60,772 $ 7,977 $ — $ 2,190 $ 7,983 $ 78,922 $ 2,305 $ 81,227 Intersegment revenue — 15,559 (15,559 ) — — — — — Total net revenues 60,772 23,536 (15,559 ) 2,190 7,983 78,922 2,305 81,227 Costs and expenses 61,312 18,937 (15,559 ) 2,034 7,324 74,048 13,480 87,528 Depreciation and amortization — — — — — 4,444 554 4,998 Operating income (loss) $ (540 ) $ 4,599 $ — $ 156 $ 659 $ 430 $ (11,729 ) $ (11,299 ) Segment information for the six months ended April 30, 2019 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 66,921 $ 8,057 $ — $ 543 $ 6,102 $ 81,623 $ 2,430 $ 84,053 Intersegment revenue — 15,201 (15,201 ) — — — — — Total net revenues 66,921 23,258 (15,201 ) 543 6,102 81,623 2,430 84,053 Costs and expenses 59,997 19,448 (15,201 ) 1,637 6,385 72,266 11,565 83,831 Depreciation and amortization — — — — — 3,728 519 4,247 Operating income (loss) $ 6,924 $ 3,810 $ — $ (1,094 ) $ (283 ) $ 5,629 $ (9,654 ) $ (4,025 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Apr. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated events subsequent to April 30, 2020 through the date of this filing, to assess the need for potential recognition or disclosure in this Quarterly Report on Form 10-Q. Based upon this evaluation, except as described in the notes to the interim consolidated financial statements, it was determined that no other subsequent events occurred that require recognition or disclosure in the unaudited consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Leases | Leases Accounting for Operating Leases as a Lessee - In its ordinary course of business, the Company enters into leases as a lessee generally for agricultural land and packinghouse equipment. The Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in other assets, accrued liabilities and other long-term liabilities on its consolidated balance sheets. Operating lease right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease, measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As none of the Company’s leases provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet as the Company has elected to recognize lease expense for these leases on a straight-line basis over the lease term. The Company has material leases with related parties which are further described in Note 15 - Related-Party Transactions . 2. Summary of Significant Accounting Policies (continued) Leases (continued) Certain of the Company’s agricultural land agreements contain variable costs based on a percentage of the operating results of the leased property. Such variable lease costs are expensed as incurred. These land agreements also contain costs for non-lease components, such as water usage, which the Company accounts for separately from the lease components. For all other agreements, the Company generally combines lease and non-lease components in calculating the ROU assets and lease liabilities. See Note 13 - Leases for additional information. Accounting for Leases as a Lessor - Leases in which the Company acts as the lessor include land, residential and commercial units and are all classified as operating leases. Certain of the Company’s contracts contain variable income based on a percentage of the operating results of the leased asset. Certain of the Company’s contracts contain non-lease components such as water, utilities and common area services. The Company has elected to not separate lease and non-lease components for its lessor arrangements and the combined component is accounted for entirely under Accounting Standards Codification ("ASC") 842, Leases . The underlying asset in an operating lease arrangement is carried at depreciated cost within property, plant, and equipment, net on the consolidated balance sheets. Depreciation is calculated using the straight-line method over the useful life of the underlying asset. The Company recognizes operating lease revenue on a straight-line basis over the lease term. |
Leases | Leases Accounting for Operating Leases as a Lessee - In its ordinary course of business, the Company enters into leases as a lessee generally for agricultural land and packinghouse equipment. The Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in other assets, accrued liabilities and other long-term liabilities on its consolidated balance sheets. Operating lease right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease, measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As none of the Company’s leases provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet as the Company has elected to recognize lease expense for these leases on a straight-line basis over the lease term. The Company has material leases with related parties which are further described in Note 15 - Related-Party Transactions . 2. Summary of Significant Accounting Policies (continued) Leases (continued) Certain of the Company’s agricultural land agreements contain variable costs based on a percentage of the operating results of the leased property. Such variable lease costs are expensed as incurred. These land agreements also contain costs for non-lease components, such as water usage, which the Company accounts for separately from the lease components. For all other agreements, the Company generally combines lease and non-lease components in calculating the ROU assets and lease liabilities. See Note 13 - Leases for additional information. Accounting for Leases as a Lessor - Leases in which the Company acts as the lessor include land, residential and commercial units and are all classified as operating leases. Certain of the Company’s contracts contain variable income based on a percentage of the operating results of the leased asset. Certain of the Company’s contracts contain non-lease components such as water, utilities and common area services. The Company has elected to not separate lease and non-lease components for its lessor arrangements and the combined component is accounted for entirely under Accounting Standards Codification ("ASC") 842, Leases . The underlying asset in an operating lease arrangement is carried at depreciated cost within property, plant, and equipment, net on the consolidated balance sheets. Depreciation is calculated using the straight-line method over the useful life of the underlying asset. The Company recognizes operating lease revenue on a straight-line basis over the lease term. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income represents all changes in a company’s net assets, except changes resulting from transactions with shareholders, and is reported as a component of the Company’s stockholders’ equity. |
Reclassifications and Adjustments | Reclassifications and Adjustments Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the April 30, 2020 presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements FASB ASU 2016-02, Leases (Topic 842) and related ASUs, including ASU 2018-11, Leases (Topic 842): Targeted Improvements In February 2016, the FASB issued ASU 2016-02, which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11 which, among other things, provides administrative relief by allowing entities to implement the lease standard on a modified retrospective basis (the "Optional Transition Method"). Effectively, the Optional Transition Method permits companies to adopt the lease standard through a cumulative effect adjustment to their opening balance sheet on the date of adoption and report under the New Lease Standard on a post-adoption basis. The Company adopted ASU 2016-02 effective November 1, 2019 using the Optional Transition Method. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment of whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the New Lease Standard. The Company elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of ROU assets. The Company did not elect to combine lease and non-lease components for land leases but elected to combine lease and non-lease components for all other asset classes. The Company also elected to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company updated its accounting policies, processes and internal controls in order to meet the New Lease Standard's reporting and disclosure requirements. 2. Summary of Significant Accounting Policies (continued) Recent Accounting Pronouncements (continued) The adoption of ASU 2016-02 had a material impact on its consolidated balance sheets, but did not have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. Upon adoption as of November 1, 2019, the Company recorded ROU assets of $2,400,000 and lease liabilities of $2,500,000 for operating leases in which the Company is a lessee. The adoption also included an immaterial reclassification of accrued rent liabilities against the ROU asset balance. As of November 1, 2019, there were no material finance leases for which the Company was a lessee. The adoption of ASU 2016-02 did not change the Company’s accounting for its operating leases in which it acts as the lessor. See Note 13 - Leases for additional information. FASB ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related ASUs This amendment requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. ASU 2016-13 is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not expect this ASU to have a material impact on its consolidated financial statements. FASB ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans This amendment adds, removes and clarifies the disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans. For public business entities, the amendments are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is evaluating the effect this ASU may have on its consolidated financial statements. FASB ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes This amendment removes specific exceptions to the general principles in Topic 740 in GAAP. It eliminates the need for an organization to analyze whether certain exceptions apply in a given period. The amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP under certain situations. ASU 2019-12 is effective for public business entities, for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. An entity that elects early adoption in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption should adopt all the amendments in the same period. The Company early adopted this ASU as of November 1, 2019 and the adoption did not have a material impact on its consolidated financial statements. Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") On March 27, 2020, the CARES Act was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company has evaluated the impact on its consolidated financial statements at April 30, 2020 and has estimated the impact of approximately $1,380,000 of income tax benefit and $4,924,000 federal tax refund utilizing net operating loss provisions of the CARES Act. The Company anticipates it will benefit from the utilization of net operating losses, the technical correction for qualified leasehold improvements eligible for 100% tax bonus depreciation and potentially other provisions within the CARES Act. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of the Fair Value of Net Assets Acquired | Below is a summary of the fair value of the net assets acquired on the acquisition date based on a third-party valuation, which was finalized during the second quarter of fiscal year 2020 (in thousands): Cultural costs $ 3,270 Land and land improvements 9,520 Buildings and improvements 870 Orchards 8,410 Customer relationships, trademarks and non-competition agreement (10-year useful life) 6,920 Goodwill 123 Total assets acquired 29,113 Noncontrolling interest (14,265 ) Net cash paid $ 14,848 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial assets as of October 31, 2019 , which were measured on a recurring basis during the period, segregated by level within the fair value hierarchy (in thousands): October 31, 2019 Level 1 Level 2 Level 3 Total Assets at fair value: Equity securities $ 17,346 $ — $ — $ 17,346 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): April 30, October 31, 2019 Prepaid supplies and insurance $ 4,329 $ 3,199 Note receivable and related interest 2,489 181 Real estate development held-for-sale 2,543 2,543 Lemon supplier advances and other 1,930 2,230 $ 11,291 $ 8,153 |
Real Estate Development (Tables
Real Estate Development (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | Real estate development assets are comprised primarily of land and land development costs and consist of the following (in thousands): April 30, October 31, Retained Property - East Area I $ 12,845 $ 11,943 East Area II 6,516 5,659 $ 19,361 $ 17,602 |
Equity in Investments (Tables)
Equity in Investments (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity in Investments | Equity in investments consist of the following (in thousands): April 30, October 31, 2019 Limoneira Lewis Community Builders, LLC $ 56,755 $ 54,016 Limco Del Mar, Ltd. 1,928 1,950 Rosales 1,218 1,745 Romney Property Partnership 512 512 $ 60,413 $ 58,223 The following is unaudited summarized financial information for LLCB (in thousands): Six Months Ended April 30, 2020 2019 Revenues $ 4,768 $ 30,354 Cost of land sold 3,975 22,005 Operating expenses 649 107 Net income $ 144 $ 8,242 Net income attributable to Limoneira Company $ 132 $ 3,481 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in the Carrying Amount of Goodwill | A summary of the change in the carrying amount of goodwill is as follows (in thousands): Goodwill Net Carrying Amount October 31, 2019 $ 1,839 Trapani Fresh purchase price adjustment (297 ) Foreign currency translation adjustment (19 ) April 30, 2020 $ 1,523 |
Indefinite-Lived Intangible Assets | Intangible assets consisted of the following as of April 30, 2020 and October 31, 2019 (in thousands): April 30, 2020 October 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Trade names and trademarks $ 3,786 $ (698 ) $ 3,088 10 $ 3,786 $ (542 ) $ 3,244 10 Customer relationships 5,010 (781 ) 4,229 9 5,010 (500 ) 4,510 9 Non-competition agreement 1,040 (95 ) 945 10 1,040 (42 ) 998 10 Acquired water and mineral rights 3,420 — 3,420 Indefinite 3,655 — 3,655 Indefinite $ 13,256 $ (1,574 ) $ 11,682 $ 13,491 $ (1,084 ) $ 12,407 |
Finite-Lived Intangible Assets | Intangible assets consisted of the following as of April 30, 2020 and October 31, 2019 (in thousands): April 30, 2020 October 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Trade names and trademarks $ 3,786 $ (698 ) $ 3,088 10 $ 3,786 $ (542 ) $ 3,244 10 Customer relationships 5,010 (781 ) 4,229 9 5,010 (500 ) 4,510 9 Non-competition agreement 1,040 (95 ) 945 10 1,040 (42 ) 998 10 Acquired water and mineral rights 3,420 — 3,420 Indefinite 3,655 — 3,655 Indefinite $ 13,256 $ (1,574 ) $ 11,682 $ 13,491 $ (1,084 ) $ 12,407 |
Estimated Future Amortization Expense of Intangible Assets | Estimated future amortization expense of intangible assets as of April 30, 2020 are as follows (in thousands): 2020 (excluding the six months ended April 30, 2020) $ 547 2021 1,027 2022 976 2023 976 2024 976 Thereafter 3,760 $ 8,262 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): April 30, October 31, 2019 Compensation $ 1,386 $ 1,973 Property taxes — 652 Lemon and orange supplier payables 78 899 Allowances and packing and harvest expenses 2,190 3,191 Other 2,849 1,546 $ 6,503 $ 8,261 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt is comprised of the following (in thousands): April 30, October 31, 2019 Farm Credit West revolving and non-revolving lines of credit: the interest rate of the revolving line of credit is variable based on the one-month London Interbank Offered Rate (“LIBOR”), which was 0.94% at April 30, 2020, plus 1.60%. The interest rate for the $40.0 million outstanding balance of the non-revolving line of credit was fixed at 4.77%. Interest is payable monthly and the principal is due in full on July 1, 2022. $ 102,908 $ 82,843 Farm Credit West term loan: Effective October 1, 2019, the interest rate was fixed at 3.76%. The loan is payable in quarterly installments through November 2022. 1,741 2,035 Farm Credit West term loan: Effective October 1, 2019, the interest rate was fixed at 4.14%. The loan is payable in monthly installments through October 2035. 1,054 1,078 Farm Credit West term loan: Effective October 1, 2019, the interest rate was fixed at 4.17%. The loan is payable in monthly installments through March 2036. 8,634 8,823 Farm Credit West term loan: the interest rate is fixed at 3.62% until March 2021, becoming variable for the remainder of the loan. The loan is payable in monthly installments though March 2036. 6,375 6,522 Wells Fargo term loan: the interest rate is fixed at 3.58%. The loan is payable in monthly installments through January 2023. 4,229 4,955 Banco de Chile term loan: the interest rate is fixed at 6.48%. The loan is payable in annual installments through January 2025. 1,094 1,386 Note Payable: the interest rate ranges from 5.00% to 7.00% and was 6.00% at April 30, 2020. The loan includes interest only monthly payments and principal is due in February 2023. 1,435 1,435 Subtotal 127,470 109,077 Less deferred financing costs, net of accumulated amortization 131 162 Total long-term debt, net 127,339 108,915 Less current portion 3,045 3,023 Long-term debt, less current portion $ 124,294 $ 105,892 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Leases [Abstract] | |
Components of the Company's Operating Lease Portfolio Included in Property, Plant and Equipment | The following table presents the components of the Company’s operating lease portfolio included in property, plant and equipment, net as of the dates indicated (in thousands): April 30, 2020 October 31, 2019 Land $ 1,279 $ 1,279 Buildings, equipment and building improvements 22,841 22,841 Less accumulated depreciation (7,877 ) (7,551 ) Property, plant and equipment, net under operating leases $ 16,243 $ 16,569 |
Composition of Rental Operations Revenue | The Company’s rental operations revenue consists of the following (in thousands): Three Months Ended Six Months Ended Operating lease revenue $ 1,061 $ 2,157 Variable lease revenue 71 148 Total lease revenue $ 1,132 $ 2,305 |
Future Minimum Lease Payments to be Received Related to Net Operating Lease Agreements | The future minimum lease payments to be received by the Company related to these operating lease agreements as of April 30, 2020 are as follows (in thousands): 2020 (excluding the six months ended April 30, 2020) $ 563 2021 659 2022 469 2023 339 2024 42 Thereafter 758 Total $ 2,830 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases consists of the following (in thousands): Classification April 30, 2020 Assets Operating lease ROU assets Other assets $ 2,187 Liabilities and Stockholders' Equity Current operating lease liabilities Accrued liabilities 540 Non-current operating lease liabilities Other long-term liabilities 1,693 Total operating lease liabilities $ 2,233 Weighted-average remaining lease term (in years) 11.0 Weighted-average discount rate 3.9 % |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases consists of the following (in thousands): Three Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 122 $ 306 ROU assets obtained in exchange for new operating lease liabilities $ — $ — |
Future Minimum Lease Payments under Non-Cancellable Leases | A summary of the Company’s future minimum payments for obligations under non-cancellable operating leases as of October 31, 2019 was as follows (in thousands): 2020 $ 688 2021 492 2022 291 2023 154 2024 134 Thereafter 1,382 $ 3,141 Future minimum lease payments under non-cancellable leases for the remainder of fiscal year 2020 , each of the subsequent four fiscal years and thereafter are as follows (in thousands): 2020 (excluding the six months ended April 30, 2020) $ 240 2021 481 2022 330 2023 154 2024 134 Thereafter 1,450 Total lease payments 2,789 Less: Imputed interest (556 ) Total $ 2,233 |
Basic and Diluted Net (Loss) _2
Basic and Diluted Net (Loss) Income per Share (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Net (Loss) Income per Share | The computations for basic and diluted net (loss) income per common share are as follows (in thousands, except per share amounts): Three Months Ended Six Months Ended 2020 2019 2020 2019 Basic net (loss) income per common share: Net (loss) income applicable to common stock $ (5,009 ) $ 2,689 $ (11,561 ) $ (2,129 ) Effect of unvested, restricted stock (17 ) (16 ) (34 ) (33 ) Numerator: Net (loss) income for basic EPS (5,026 ) 2,673 (11,595 ) (2,162 ) Denominator: Weighted average common shares-basic 17,634 17,554 17,602 17,516 Basic net (loss) income per common share $ (0.29 ) $ 0.15 $ (0.66 ) $ (0.12 ) Diluted net (loss) income per common share: Numerator: Net (loss) income for diluted EPS $ (5,026 ) $ 2,815 $ (11,595 ) $ (2,162 ) Weighted average common shares–basic 17,634 17,554 17,602 17,516 Effect of dilutive unvested, restricted stock and preferred stock — 671 — — Denominator: Weighted average common shares–diluted 17,634 18,225 17,602 17,516 Diluted net (loss) income per common share $ (0.29 ) $ 0.15 $ (0.66 ) $ (0.12 ) |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Related Party Transactions [Abstract] | |
Summary of Transactions with Related-Parties | The Company has transactions with various related-parties as summarized in the tables below (in thousands): April 30, 2020 October 31, 2019 Balance Sheet Balance Sheet Ref Related Party Receivable/Other from Related Parties Other Assets Accounts Payable Payables to Related Parties Other Long-Term Liabilities Receivable/Other from Related Parties Other Assets Accounts Payable Payables to Related Parties Other Long-Term Liabilities 1 Employees $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 2 Mutual water companies $ — $ 501 $ 38 $ — $ — $ — $ 473 $ 11 $ — $ — 3 Cooperative association $ — $ — $ 103 $ — $ — $ — $ — $ 35 $ — $ — 4 Calavo $ 403 $ — $ 1 $ — $ — $ — $ — $ — $ — $ — 5 Third-party growers $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 6 Cadiz / Fenner / WAM $ — $ 1,480 $ — $ 134 $ 1,390 $ — $ — $ — $ — $ — 7 Colorado River Growers $ 297 $ — $ — $ — $ — $ 376 $ — $ — $ — $ — 8 YMIDD $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 9 FGF $ 3,776 $ — $ — $ 835 $ — $ 2,609 $ — $ — $ 906 $ — 10 LLCB $ 1,800 $ — $ — $ 2,850 $ — $ — $ — $ — $ — $ 1,200 Three Months Ended April 30, 2020 Three Months Ended April 30, 2019 Consolidated Statement of Operations Consolidated Statement of Operations Ref Related Party Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Other Income, Net Dividends Paid Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Other Income, Net Dividends Paid 1 Employees $ — $ 193 $ — $ — $ — $ — $ 182 $ — $ — $ — 2 Mutual water companies $ — $ — $ 117 $ — $ — $ — $ — $ 77 $ — $ — 3 Cooperative association $ — $ — $ 447 $ — $ — $ — $ — $ 540 $ — $ — 4 Calavo $ 1,539 $ 84 $ 59 $ — $ 126 $ 540 $ 80 $ — $ — $ 126 5 Third-party growers $ — $ — $ — $ — $ — $ — $ — $ 232 $ — $ — 6 Cadiz / Fenner / WAM $ — $ — $ 70 $ — $ — $ — $ — $ 22 $ — $ — 7 Colorado River Growers $ 1 $ — $ 337 $ — $ — $ — $ — $ — $ — $ — 8 YMIDD $ — $ — $ 53 $ — $ — $ — $ — $ 53 $ — $ — 9 FGF $ 2,280 $ — $ 2,270 $ — $ — $ — $ — $ — $ — $ — Six Months Ended April 30, 2020 Six Months Ended April 30, 2019 Consolidated Statement of Operations Consolidated Statement of Operations Ref Related Party Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Other Income, Net Dividends Paid Net Revenue Agribusiness Net Revenue Rental Operations Agribusiness Expense and Other Other Income, Net Dividends Paid 1 Employees $ — $ 390 $ — $ — $ — $ — $ 360 $ — $ — $ — 2 Mutual water companies $ — $ — $ 464 $ — $ — $ — $ — $ 398 $ — $ — 3 Cooperative association $ — $ — $ 893 $ — $ — $ — $ — $ 856 $ — $ — 4 Calavo $ 1,572 $ 165 $ 178 $ 220 $ 252 $ 543 $ 159 $ 1 $ 250 $ 255 5 Third-party growers $ — $ — $ — $ — $ — $ — $ — $ 609 $ — $ — 6 Cadiz / Fenner / WAM $ — $ — $ 171 $ — $ — $ — $ — $ 88 $ — $ — 7 Colorado River Growers $ 522 $ — $ 5,337 $ — $ — $ 306 $ — $ 3,841 $ — $ — 8 YMIDD $ — $ — $ 86 $ — $ — $ — $ — $ 85 $ — $ — 9 FGF $ 2,479 $ — $ 2,433 $ — $ — $ — $ — $ — $ — $ — 15. Related-Party Transactions (continued) (1) Employees - The Company rents certain of its residential housing assets to employees on a month-to-month basis and recorded rental income from employees. There were no rental payments due from employees at April 30, 2020 and October 31, 2019 . (2) Mutual water companies - The Company has representation on the boards of directors of the mutual water companies in which the Company has investments. The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies. (3) Cooperative association - The Company has representation on the board of directors of a non-profit cooperative association that provides pest control services for the agricultural industry. The Company purchased services and supplies from and had payments due to the cooperative association. (4) Calavo - The Company had an investment in Calavo through March 2020 and has representation on the board of directors and Calavo has an investment in the Company. Calavo had representation on the board of directors of the Company through December 2018. The Company recorded dividend income on its investment in Calavo, paid dividends to Calavo and had avocado sales to Calavo. Additionally, the Company leases office space to Calavo, purchased storage services from Calavo and had amounts due to Calavo for those services. (5) Third party growers - A member of the Company’s board of directors markets lemons through the Company. (6) Cadiz / Fenner / WAM - A member of the Company’s board of directors serves as the CEO, President and a member of the board of directors of Cadiz, Inc. In 2013, the Company entered a long-term lease agreement (the “Lease”) with Cadiz Real Estate, LLC (“Cadiz”), a wholly owned subsidiary of Cadiz, Inc., and currently leases 670 acres located in eastern San Bernardino County, California. The annual base rental is equal to the sum of $200 per planted acre and 20% of gross revenues from the sale of harvested lemons (less operating expenses), not to exceed $1,200 per acre per year. In 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”). An entity affiliated with WAM is the holder of 9,300 shares of the Company's Series B-2 convertible preferred stock. Upon the adoption of ASC 842 , the Company recorded a ROU asset and corresponding lease liability. (7) Colorado River Growers, Inc. (“CRG”) - The Company has representation on the board of directors of CRG, a non-profit cooperative association of fruit growers engaged in the agricultural harvesting business in Yuma County, Arizona. The Company paid harvest expense to CRG, provided harvest management and administrative services to CRG and had a receivable due from CRG for such services. (8) Yuma Mesa Irrigation and Drainage District (“YMIDD”) - The Company has representation on the board of directors of YMIDD. The Company purchased water from YMIDD and had amounts payable to them for such purchases. (9) FGF - The Company advances funds to FGF for fruit purchases which are recorded as an asset until the sales occur and the remaining proceeds become due to FGF. Additionally, FGF provided farming, packing, by-product processing and administrative services to Trapani Fresh. The Company had a payable due to FGF for such fruit purchases and services. (10) LLCB - Refer to Note 7, "Real Estate Development". |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic pension cost for the Plan for the three and six months ended April 30, 2020 and 2019 were as follows (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Administrative expenses $ 69 $ 47 $ 139 $ 94 Interest cost 161 207 321 414 Expected return on plan assets (247 ) (272 ) (495 ) (544 ) Prior service cost 11 11 22 22 Recognized actuarial loss 185 100 370 201 Net periodic benefit cost $ 179 $ 93 $ 357 $ 187 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Apr. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information by Segment | Segment information for the three months ended April 30, 2020 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 28,715 $ 3,883 $ — $ 2,022 $ 3,819 $ 38,439 $ 1,132 $ 39,571 Intersegment revenue — 8,454 (8,454 ) — — — — — Total net revenues 28,715 12,337 (8,454 ) 2,022 3,819 38,439 1,132 39,571 Costs and expenses 26,961 10,328 (8,454 ) 1,561 3,393 33,789 6,182 39,971 Depreciation and amortization — — — — — 2,160 273 2,433 Operating income (loss) $ 1,754 $ 2,009 $ — $ 461 $ 426 $ 2,490 $ (5,323 ) $ (2,833 ) 20. Segment Information (continued) Segment information for the three months ended April 30, 2019 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 32,428 $ 3,954 $ — $ 540 $ 3,901 $ 40,823 $ 1,212 $ 42,035 Intersegment revenue — 8,157 (8,157 ) — — — — — Total net revenues 32,428 12,111 (8,157 ) 540 3,901 40,823 1,212 42,035 Costs and expenses 27,915 10,664 (8,157 ) 921 3,875 35,218 5,701 40,919 Depreciation and amortization — — — — — 1,860 261 2,121 Operating income (loss) $ 4,513 $ 1,447 $ — $ (381 ) $ 26 $ 3,745 $ (4,750 ) $ (1,005 ) Segment information for the six months ended April 30, 2020 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 60,772 $ 7,977 $ — $ 2,190 $ 7,983 $ 78,922 $ 2,305 $ 81,227 Intersegment revenue — 15,559 (15,559 ) — — — — — Total net revenues 60,772 23,536 (15,559 ) 2,190 7,983 78,922 2,305 81,227 Costs and expenses 61,312 18,937 (15,559 ) 2,034 7,324 74,048 13,480 87,528 Depreciation and amortization — — — — — 4,444 554 4,998 Operating income (loss) $ (540 ) $ 4,599 $ — $ 156 $ 659 $ 430 $ (11,729 ) $ (11,299 ) Segment information for the six months ended April 30, 2019 (in thousands): Fresh Lemons Lemon Packing Eliminations Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 66,921 $ 8,057 $ — $ 543 $ 6,102 $ 81,623 $ 2,430 $ 84,053 Intersegment revenue — 15,201 (15,201 ) — — — — — Total net revenues 66,921 23,258 (15,201 ) 543 6,102 81,623 2,430 84,053 Costs and expenses 59,997 19,448 (15,201 ) 1,637 6,385 72,266 11,565 83,831 Depreciation and amortization — — — — — 3,728 519 4,247 Operating income (loss) $ 6,924 $ 3,810 $ — $ (1,094 ) $ (283 ) $ 5,629 $ (9,654 ) $ (4,025 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 27, 2020 | Apr. 30, 2020 | Nov. 01, 2019 | Oct. 31, 2019 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Foreign currency translation items included in accumulated other comprehensive income (loss) | $ (4,248,000) | $ (2,362,000) | ||
Pension liability items included in accumulated other comprehensive loss (income) | 4,558,000 | 4,753,000 | ||
Available for sale items included in accumulated other comprehensive income (loss) | (140,000) | |||
Receivables/other from related parties | 6,276,000 | 2,985,000 | ||
Accounts receivable, net | 20,659,000 | 15,114,000 | ||
Payables to related parties | 3,819,000 | 906,000 | ||
Accrued liabilities | 6,503,000 | 8,261,000 | ||
Operating lease ROU assets | 2,187,000 | |||
Operating lease liabilities | $ 2,233,000 | |||
ASU 2016-02 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Operating lease ROU assets | $ 2,400,000 | |||
Operating lease liabilities | $ 2,500,000 | |||
COVID-19 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Income tax expense (benefit) | $ (1,380,000) | |||
Federal refund | $ 4,924,000 | |||
Reclassification Adjustment | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Receivables/other from related parties | 2,985,000 | |||
Accounts receivable, net | (2,985,000) | |||
Payables to related parties | 906,000 | |||
Accrued liabilities | $ (906,000) |
Acquisitions - Business Combina
Acquisitions - Business Combinations, Narrative (Details) $ in Thousands | May 30, 2019USD ($)a | Feb. 29, 2020USD ($) | Oct. 31, 2019USD ($) | Oct. 31, 2018USD ($) | Apr. 30, 2020USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,839 | $ 1,523 | |||
Argentine Trust | Finca Santa Clara | |||||
Business Acquisition [Line Items] | |||||
Ownership interest | 75.00% | ||||
Finca Santa Clara | |||||
Business Acquisition [Line Items] | |||||
Area of land (in acres) | a | 1,200 | ||||
Trapani Fresh | |||||
Business Acquisition [Line Items] | |||||
Ownership interest acquired | 51.00% | ||||
Total consideration paid | $ 15,000 | ||||
Transaction costs | 654 | ||||
Change in purchase consideration | $ 152 | ||||
Goodwill | $ 123 | ||||
Revenue included in the statement of operations | 14,651 | ||||
Net income (loss) included in the statement of operations | 999 | ||||
Pro forma revenues | 177,625 | $ 153,033 | |||
Pro forma net income (loss) | $ (6,092) | $ 21,942 | |||
Argentine Trust | |||||
Business Acquisition [Line Items] | |||||
Ownership interest acquired | 51.00% |
Acquisitions - Schedule of the
Acquisitions - Schedule of the Fair Value of Net Assets Acquired (Details) - USD ($) $ in Thousands | May 30, 2019 | Apr. 30, 2020 | Oct. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,523 | $ 1,839 | |
Trapani Fresh | |||
Business Acquisition [Line Items] | |||
Cultural costs | $ 3,270 | ||
Customer relationships, trademarks and non-competition agreement (10-year useful life) | 6,920 | ||
Goodwill | 123 | ||
Total assets acquired | 29,113 | ||
Noncontrolling interest | (14,265) | ||
Net cash paid | $ 14,848 | ||
Useful life of acquired intangibles | 10 years | ||
Trapani Fresh | Land and land improvements | |||
Business Acquisition [Line Items] | |||
Land, buildings and orchards | $ 9,520 | ||
Trapani Fresh | Buildings and improvements | |||
Business Acquisition [Line Items] | |||
Land, buildings and orchards | 870 | ||
Trapani Fresh | Orchards | |||
Business Acquisition [Line Items] | |||
Land, buildings and orchards | $ 8,410 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Measured on a Recurring Basis $ in Thousands | Oct. 31, 2019USD ($) |
Assets at fair value: | |
Equity securities | $ 17,346 |
Level 1 | |
Assets at fair value: | |
Equity securities | 17,346 |
Level 2 | |
Assets at fair value: | |
Equity securities | 0 |
Level 3 | |
Assets at fair value: | |
Equity securities | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Oct. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Proceeds from sale of stock in Calavo Growers, Inc. | $ 11,048 | $ 0 | ||||
(Loss) gain on stock in Calavo Growers, Inc. | $ (4,275) | $ 3,612 | (6,299) | $ (298) | ||
Realized (loss) gain on stock in Calavo Growers, Inc. | $ (6,299) | |||||
Calavo Growers, Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Investment owned (in shares) | 200,000 | |||||
Ownership percentage | 1.10% | |||||
Equity method investment investee, price per share (in dollars per share) | $ 97 | |||||
Shares sold (in shares) | 200,000 | 50,000 | ||||
Proceeds from sale of stock in Calavo Growers, Inc. | $ 11,048 | $ 4,786 | ||||
Realized (loss) gain on stock in Calavo Growers, Inc. | $ (63) |
Concentrations and Geographic_2
Concentrations and Geographic Information (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 |
Concentration Risk [Line Items] | |||||
Revenues | $ 38,439 | $ 40,823 | $ 78,922 | $ 81,623 | |
Lemon | Supplier Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 60.00% | 59.00% | 58.00% | 59.00% | |
Chile | Lemons and Oranges | |||||
Concentration Risk [Line Items] | |||||
Revenues | $ 921 | $ 907 | $ 1,460 | $ 1,545 | |
Argentina | Lemons and Oranges | |||||
Concentration Risk [Line Items] | |||||
Revenues | $ 2,280 | $ 2,479 | |||
Inventories | Lemon | Supplier Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 12.00% |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Oct. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid supplies and insurance | $ 4,329 | $ 3,199 |
Note receivable and related interest | 2,489 | 181 |
Real estate development held-for-sale | 2,543 | 2,543 |
Lemon supplier advances and other | 1,930 | 2,230 |
Prepaid expenses and other current assets | $ 11,291 | $ 8,153 |
Real Estate Development - Sched
Real Estate Development - Schedule of Real Estate Development (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Oct. 31, 2019 |
Real Estate Properties [Line Items] | ||
Real estate development assets | $ 19,361 | $ 17,602 |
Retained Property - East Area I | ||
Real Estate Properties [Line Items] | ||
Real estate development assets | 12,845 | 11,943 |
East Area II | ||
Real Estate Properties [Line Items] | ||
Real estate development assets | $ 6,516 | $ 5,659 |
Real Estate Development - Narra
Real Estate Development - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jan. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2019USD ($) | Feb. 29, 2020USD ($) | Oct. 31, 2019USD ($) | Nov. 10, 2015USD ($) | Oct. 31, 2005aproperty | |
Real Estate Properties [Line Items] | |||||||||
Loan balance | $ 127,339,000 | $ 127,339,000 | $ 108,915,000 | ||||||
Real estate, gross | 2,543,000 | 2,543,000 | 2,543,000 | ||||||
Sevilla | |||||||||
Real Estate Properties [Line Items] | |||||||||
Real estate, gross | 2,543,000 | 2,543,000 | 2,543,000 | ||||||
Sevilla | Disposal Group, Not Discontinued Operations | |||||||||
Real Estate Properties [Line Items] | |||||||||
Sales price | 2,700,000 | 2,700,000 | |||||||
Net proceeds from sale of real estate | 2,550,000 | ||||||||
East Areas I and II | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of properties | property | 2 | ||||||||
Number of acres | a | 550 | ||||||||
Retained Property - East Area I | |||||||||
Real Estate Properties [Line Items] | |||||||||
Estimated costs incurred by and reimbursable to the joint venture | 1,200,000 | ||||||||
Limoneira Lewis Community Builders, LLC Agreement | |||||||||
Real Estate Properties [Line Items] | |||||||||
Proceeds from sale of real estate held-for-investment | 2,800,000 | $ 4,000,000 | |||||||
Centennial Property | |||||||||
Real Estate Properties [Line Items] | |||||||||
Proceeds from sale of real estate held-for-investment | $ 3,250,000 | ||||||||
Real estate, gross | 2,983,000 | ||||||||
Proceeds from issuance of debt | $ 3,000,000 | ||||||||
Carrying value of note | 2,489,000 | 2,489,000 | |||||||
LLCB | |||||||||
Real Estate Properties [Line Items] | |||||||||
Payable to related parties | $ 2,850,000 | $ 2,850,000 | $ 1,200,000 | ||||||
Amount loaned to joint venture | $ 1,800,000 | ||||||||
Interest rate | 4.60% | ||||||||
LLCB | Lewis Group of Companies | |||||||||
Real Estate Properties [Line Items] | |||||||||
Amount loaned to joint venture | $ 1,800,000 | ||||||||
Lewis Group of Companies | East Area I | |||||||||
Real Estate Properties [Line Items] | |||||||||
Ownership percentage | 50.00% | ||||||||
Equity method investment, aggregate cost | $ 20,000,000 | ||||||||
LIBOR | Centennial Property | |||||||||
Real Estate Properties [Line Items] | |||||||||
Interest rate spread on variable rate | 2.75% | 2.75% | |||||||
Unsecured Line of Credit Loan Agreement and Promissory Note | |||||||||
Real Estate Properties [Line Items] | |||||||||
Estimated value of the guarantee obligation | $ 1,080,000 | $ 1,080,000 | |||||||
Unsecured Line of Credit Loan Agreement and Promissory Note | LLCB | |||||||||
Real Estate Properties [Line Items] | |||||||||
Face amount of loan | $ 45,000,000 | ||||||||
Loan balance | $ 45,000,000 | $ 45,000,000 | |||||||
Unsecured Line of Credit Loan Agreement and Promissory Note | LIBOR | LLCB | |||||||||
Real Estate Properties [Line Items] | |||||||||
Basis spread on variable rate | 2.85% |
Equity in Investments (Details)
Equity in Investments (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Oct. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | $ 60,413 | $ 58,223 |
Limoneira Lewis Community Builders, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | 56,755 | 54,016 |
Limco Del Mar, Ltd. | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | 1,928 | 1,950 |
Rosales | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | 1,218 | 1,745 |
Romney Property Partnership | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in investments | $ 512 | $ 512 |
Equity in Investments - Financi
Equity in Investments - Financial Information for Equity in Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2020 | Jan. 31, 2020 | Apr. 30, 2019 | Jan. 31, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Revenues | $ 39,571 | $ 42,035 | $ 81,227 | $ 84,053 | ||
Cost of land sold | 35,949 | 37,078 | 78,492 | 75,994 | ||
Net (loss) income | (5,306) | $ (6,904) | 2,820 | $ (4,676) | (12,210) | (1,856) |
Net income attributable to Limoneira Company | $ (4,883) | $ 2,815 | (11,310) | (1,878) | ||
Limoneira Lewis Community Builders | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Revenues | 4,768 | 30,354 | ||||
Cost of land sold | 3,975 | 22,005 | ||||
Operating expenses | 649 | 107 | ||||
Net (loss) income | 144 | 8,242 | ||||
Net income attributable to Limoneira Company | $ 132 | $ 3,481 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Apr. 30, 2020USD ($) | |
Goodwill [Roll Forward] | |
October 31, 2019 | $ 1,839 |
Trapani Fresh purchase price adjustment | (297) |
Foreign currency translation adjustment | (19) |
April 30, 2020 | $ 1,523 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment loss | $ 0 | $ 0 | ||
Amortization expense | $ 205,000 | $ 89,000 | $ 490,000 | $ 178,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Oct. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (1,574) | $ (1,084) |
Net Carrying Amount | 8,262 | |
Gross Carrying Amount | 13,256 | 13,491 |
Net Carrying Amount | 11,682 | 12,407 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,786 | 3,786 |
Accumulated Amortization | (698) | (542) |
Net Carrying Amount | $ 3,088 | $ 3,244 |
Weighted Average Useful Life in Years | 10 years | 10 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,010 | $ 5,010 |
Accumulated Amortization | (781) | (500) |
Net Carrying Amount | $ 4,229 | $ 4,510 |
Weighted Average Useful Life in Years | 9 years | 9 years |
Non-competition agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,040 | $ 1,040 |
Accumulated Amortization | (95) | (42) |
Net Carrying Amount | $ 945 | $ 998 |
Weighted Average Useful Life in Years | 10 years | 10 years |
Acquired water and mineral rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount of Indefinite Lived Assets | $ 3,420 | $ 3,655 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands | Apr. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 (excluding the six months ended April 30, 2020) | $ 547 |
2021 | 1,027 |
2022 | 976 |
2023 | 976 |
2024 | 976 |
Thereafter | 3,760 |
Net Carrying Amount | $ 8,262 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Oct. 31, 2019 |
Other Assets [Abstract] | ||
Investments in mutual water companies | $ 6,000 | $ 5,499 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Oct. 31, 2019 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Compensation | $ 1,386 | $ 1,973 |
Property taxes | 0 | 652 |
Lemon and orange supplier payables | 78 | 899 |
Allowances and packing and harvest expenses | 2,190 | 3,191 |
Other | 2,849 | 1,546 |
Accrued liabilities | $ 6,503 | $ 8,261 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | 6 Months Ended | |
Apr. 30, 2020 | Oct. 31, 2019 | |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 127,470,000 | $ 109,077,000 |
Less deferred financing costs, net of accumulated amortization | 131,000 | 162,000 |
Total long-term debt, net | 127,339,000 | 108,915,000 |
Less current portion | 3,045,000 | 3,023,000 |
Long-term debt, less current portion | 124,294,000 | 105,892,000 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,435,000 | 1,435,000 |
Variable interest rate | 6.00% | |
Maturity date | Feb. 28, 2023 | |
Notes Payable | Minimum | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 5.00% | |
Notes Payable | Maximum | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 7.00% | |
Farm Credit West Revolving and Non-Revolving Lines of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 102,908,000 | 82,843,000 |
Maturity date | Jul. 1, 2022 | |
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Base rate | 0.94% | |
Basis spread on variable rate | 1.60% | |
Farm Credit West Revolving and Non-Revolving Lines of Credit | Non-Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 40,000,000 | |
Fixed interest rate | 4.77% | |
Farm Credit West Term Loan due November 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,741,000 | 2,035,000 |
Variable interest rate | 3.76% | |
Maturity date | Nov. 30, 2022 | |
Farm Credit West Term Loan due October 2035 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,054,000 | 1,078,000 |
Variable interest rate | 4.14% | |
Maturity date | Oct. 31, 2035 | |
Farm Credit West Term Loan due March 2036 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 8,634,000 | 8,823,000 |
Fixed interest rate | 4.17% | |
Maturity date | Mar. 31, 2036 | |
Farm Credit West Term Loan due March 2036 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 6,375,000 | 6,522,000 |
Fixed interest rate | 3.62% | |
Maturity date | Mar. 31, 2036 | |
Wells Fargo Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 4,229,000 | 4,955,000 |
Fixed interest rate | 3.58% | |
Maturity date | Jan. 31, 2023 | |
Banco de Chile Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,094,000 | $ 1,386,000 |
Fixed interest rate | 6.48% | |
Maturity date | Jan. 31, 2025 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Mar. 31, 2020 | Feb. 29, 2020USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2019USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2019USD ($) | May 29, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Feb. 01, 2018USD ($) | Jan. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Interest costs capitalized | $ 355,000 | $ 344,000 | $ 444,000 | $ 611,000 | |||||||
Farm Credit West | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Annual patronage dividend rate | 1.00% | ||||||||||
Dividends receivable | $ 966,000 | ||||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 130,000,000 | 130,000,000 | |||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 75,000,000 | 75,000,000 | $ 75,000,000 | $ 60,000,000 | |||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Revolving Equity Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 15,000,000 | 15,000,000 | |||||||||
Farm Credit West Revolving and Non-Revolving Lines of Credit | Non-Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 40,000,000 | $ 40,000,000 | |||||||||
Farm Credit West Loan Agreement Secured by Windfall Investors, LLC Property | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Minimum debt service coverage ratio | 1.25 | ||||||||||
Farm Credit West Loan Agreement Secured by Windfall Investors, LLC Property | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Minimum debt service coverage ratio | 1 | ||||||||||
Farm Credit West Loan Agreement Secured by Windfall Investors, LLC Property | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Draw period | 3 years | ||||||||||
Payment period | 20 years |
Leases - Lessor Arrangements, N
Leases - Lessor Arrangements, Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Apr. 30, 2020USD ($) | Apr. 30, 2020USD ($) | |
Minimum | ||
Lessor, Lease, Description [Line Items] | ||
Remaining terms of operating leases | 1 month | 1 month |
Maximum | ||
Lessor, Lease, Description [Line Items] | ||
Remaining terms of operating leases | 23 years | 23 years |
Assets under Operating Leases | ||
Lessor, Lease, Description [Line Items] | ||
Depreciation expense | $ 160 | $ 326 |
Leases - Components of the Comp
Leases - Components of the Company's Operating Lease Portfolio Included in Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Oct. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net under operating leases | $ 246,721 | $ 248,114 |
Assets under Operating Leases | ||
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | (7,877) | (7,551) |
Property, plant and equipment, net under operating leases | 16,243 | 16,569 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross under operating leases | 1,279 | 1,279 |
Buildings, equipment and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross under operating leases | $ 22,841 | $ 22,841 |
Leases - Composition of Rental
Leases - Composition of Rental Operations Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Apr. 30, 2020 | Apr. 30, 2020 | |
Leases [Abstract] | ||
Operating lease revenue | $ 1,061 | $ 2,157 |
Variable lease revenue | 71 | 148 |
Total lease revenue | $ 1,132 | $ 2,305 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments to be Received by the Company Related to Lessor Operating Lease Arrangements (Details) $ in Thousands | Apr. 30, 2020USD ($) |
Leases [Abstract] | |
2020 (excluding the six months ended April 30, 2020) | $ 563 |
2021 | 659 |
2022 | 469 |
2023 | 339 |
2024 | 42 |
Thereafter | 758 |
Total | $ 2,830 |
Leases - Lessee Arrangements, N
Leases - Lessee Arrangements, Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Apr. 30, 2020USD ($) | Apr. 30, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 137 | $ 274 |
Pollination service contract obligations due during the remainder of 2020 | 153 | 153 |
Pollination service contract obligations due in 2021 | 307 | 307 |
Pollination service contract obligations due in 2022 | 307 | 307 |
Pollination service contract obligations due in 2023 | $ 51 | $ 51 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining terms of operating leases | 1 year | 1 year |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining terms of operating leases | 18 years | 18 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) $ in Thousands | Apr. 30, 2020USD ($) |
Assets | |
Operating lease ROU assets | $ 2,187 |
Liabilities and Stockholders' Equity | |
Current operating lease liabilities | 540 |
Non-current operating lease liabilities | 1,693 |
Total operating lease liabilities | $ 2,233 |
Weighted-average remaining lease term (in years) | 11 years |
Weighted-average discount rate | 3.90% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Apr. 30, 2020 | Apr. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 122 | $ 306 |
ROU assets obtained in exchange for new operating lease liabilities | $ 0 | $ 0 |
Leases - Future Minimum Lease_2
Leases - Future Minimum Lease Payments to be Received by the Company Related to Lessee Operating Lease Arrangements (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Oct. 31, 2019 |
Leases [Abstract] | ||
2020 (excluding the six months ended April 30, 2020) | $ 240 | |
2021 | 481 | $ 688 |
2022 | 330 | 492 |
2023 | 154 | 291 |
2024 | 134 | 154 |
Thereafter | 1,450 | |
Total lease payments | 2,789 | $ 3,141 |
Less: Imputed interest | (556) | |
Total operating lease liabilities | $ 2,233 |
Leases - Future Minimum Lease_3
Leases - Future Minimum Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Oct. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 481 | $ 688 |
2021 | 330 | 492 |
2022 | 154 | 291 |
2023 | 134 | 154 |
2024 | 134 | |
Thereafter | 1,382 | |
Total lease payments | $ 2,789 | $ 3,141 |
Basic and Diluted Net (Loss) _3
Basic and Diluted Net (Loss) Income per Share - Schedule of Net (Loss) Income per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Basic net (loss) income per common share: | ||||
Net (loss) income applicable to common stock | $ (5,009) | $ 2,689 | $ (11,561) | $ (2,129) |
Effect of unvested, restricted stock | (17) | (16) | (34) | (33) |
Numerator: Net (loss) income for basic EPS | $ (5,026) | $ 2,673 | $ (11,595) | $ (2,162) |
Denominator: Weighted average common shares–basic (in shares) | 17,634,000 | 17,554,000 | 17,602,000 | 17,516,000 |
Basic net (loss) income per common share (in dollars per share) | $ (0.29) | $ 0.15 | $ (0.66) | $ (0.12) |
Diluted net (loss) income per common share: | ||||
Numerator: Net (loss) income for diluted EPS | $ (5,026) | $ 2,815 | $ (11,595) | $ (2,162) |
Denominator: Weighted average common shares–basic (in shares) | 17,634,000 | 17,554,000 | 17,602,000 | 17,516,000 |
Effect of dilutive unvested, restricted stock and preferred stock (in shares) | 0 | 671,000 | 0 | 0 |
Denominator: Weighted average common shares–diluted (in shares) | 17,634,000 | 18,225,000 | 17,602,000 | 17,516,000 |
Diluted net (loss) income per common share (in dollars per share) | $ (0.29) | $ 0.15 | $ (0.66) | $ (0.12) |
Basic and Diluted Net (Loss) _4
Basic and Diluted Net (Loss) Income per Share - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Restricted Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 220 | 140 | 196 | 219 |
Related-Party Transactions (Det
Related-Party Transactions (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 30, 2020USD ($)shares | Apr. 30, 2019USD ($) | Apr. 30, 2020USD ($)shares | Apr. 30, 2019USD ($) | Oct. 31, 2013USD ($)a | Oct. 31, 2019USD ($) | |
Employees | Affiliated Entity | ||||||
Balance Sheet | ||||||
Receivable/Other from Related Parties | $ 0 | $ 0 | $ 0 | |||
Other Assets | 0 | 0 | 0 | |||
Accounts Payable | 0 | 0 | 0 | |||
Payables to Related Parties | 0 | 0 | 0 | |||
Other Long-Term Liabilities | 0 | 0 | 0 | |||
Consolidated Statement of Operations | ||||||
Net Revenue Rental Operations | 193,000 | $ 182,000 | 390,000 | $ 360,000 | ||
Other Income, Net | 0 | 0 | 0 | 0 | ||
Dividends Paid | 0 | 0 | 0 | 0 | ||
Rental payments due from employees | 0 | 0 | 0 | |||
Employees | Affiliated Entity | Agribusiness | ||||||
Consolidated Statement of Operations | ||||||
Net Revenue Agribusiness | 0 | 0 | 0 | 0 | ||
Agribusiness Expense and Other | 0 | 0 | 0 | 0 | ||
Mutual water companies | Affiliated Entity | ||||||
Balance Sheet | ||||||
Receivable/Other from Related Parties | 0 | 0 | 0 | |||
Other Assets | 501,000 | 501,000 | 473,000 | |||
Accounts Payable | 38,000 | 38,000 | 11,000 | |||
Payables to Related Parties | 0 | 0 | 0 | |||
Other Long-Term Liabilities | 0 | 0 | 0 | |||
Consolidated Statement of Operations | ||||||
Net Revenue Rental Operations | 0 | 0 | 0 | 0 | ||
Other Income, Net | 0 | 0 | 0 | 0 | ||
Dividends Paid | 0 | 0 | 0 | 0 | ||
Mutual water companies | Affiliated Entity | Agribusiness | ||||||
Consolidated Statement of Operations | ||||||
Net Revenue Agribusiness | 0 | 0 | 0 | 0 | ||
Agribusiness Expense and Other | 117,000 | 77,000 | 464,000 | 398,000 | ||
Cooperative association | Affiliated Entity | ||||||
Balance Sheet | ||||||
Receivable/Other from Related Parties | 0 | 0 | 0 | |||
Other Assets | 0 | 0 | 0 | |||
Accounts Payable | 103,000 | 103,000 | 35,000 | |||
Payables to Related Parties | 0 | 0 | 0 | |||
Other Long-Term Liabilities | 0 | 0 | 0 | |||
Consolidated Statement of Operations | ||||||
Net Revenue Rental Operations | 0 | 0 | 0 | 0 | ||
Other Income, Net | 0 | 0 | 0 | 0 | ||
Dividends Paid | 0 | 0 | 0 | 0 | ||
Cooperative association | Affiliated Entity | Agribusiness | ||||||
Consolidated Statement of Operations | ||||||
Net Revenue Agribusiness | 0 | 0 | 0 | 0 | ||
Agribusiness Expense and Other | 447,000 | 540,000 | 893,000 | 856,000 | ||
Calavo | Beneficial Owner | ||||||
Balance Sheet | ||||||
Receivable/Other from Related Parties | 403,000 | 403,000 | 0 | |||
Other Assets | 0 | 0 | 0 | |||
Accounts Payable | 1,000 | 1,000 | 0 | |||
Payables to Related Parties | 0 | 0 | 0 | |||
Other Long-Term Liabilities | 0 | 0 | 0 | |||
Consolidated Statement of Operations | ||||||
Net Revenue Rental Operations | 84,000 | 80,000 | 165,000 | 159,000 | ||
Other Income, Net | 0 | 0 | 220,000 | 250,000 | ||
Dividends Paid | 126,000 | 126,000 | 252,000 | 255,000 | ||
Calavo | Beneficial Owner | Agribusiness | ||||||
Consolidated Statement of Operations | ||||||
Net Revenue Agribusiness | 1,539,000 | 540,000 | 1,572,000 | 543,000 | ||
Agribusiness Expense and Other | 59,000 | 0 | 178,000 | 1,000 | ||
Third-party growers | Affiliated Entity | ||||||
Balance Sheet | ||||||
Receivable/Other from Related Parties | 0 | 0 | 0 | |||
Other Assets | 0 | 0 | 0 | |||
Accounts Payable | 0 | 0 | 0 | |||
Payables to Related Parties | 0 | 0 | 0 | |||
Other Long-Term Liabilities | 0 | 0 | 0 | |||
Consolidated Statement of Operations | ||||||
Net Revenue Rental Operations | 0 | 0 | 0 | 0 | ||
Other Income, Net | 0 | 0 | 0 | 0 | ||
Dividends Paid | 0 | 0 | 0 | 0 | ||
Third-party growers | Affiliated Entity | Agribusiness | ||||||
Consolidated Statement of Operations | ||||||
Net Revenue Agribusiness | 0 | 0 | 0 | 0 | ||
Agribusiness Expense and Other | 0 | 232,000 | 0 | 609,000 | ||
Cadiz / Fenner / WAM | Affiliated Entity | ||||||
Balance Sheet | ||||||
Receivable/Other from Related Parties | 0 | 0 | 0 | |||
Other Assets | 1,480,000 | 1,480,000 | 0 | |||
Accounts Payable | 0 | 0 | 0 | |||
Payables to Related Parties | 134,000 | 134,000 | 0 | |||
Other Long-Term Liabilities | 1,390,000 | 1,390,000 | 0 | |||
Consolidated Statement of Operations | ||||||
Net Revenue Rental Operations | 0 | 0 | 0 | 0 | ||
Other Income, Net | 0 | 0 | 0 | 0 | ||
Dividends Paid | 0 | 0 | 0 | 0 | ||
Area of land (in acres) | a | 670 | |||||
Annual base rental per planted acre | $ 200 | |||||
Percent of gross revenues paid as annual base rental | 20.00% | |||||
Maximum annual base rental per planted acre | $ 1,200 | |||||
Cadiz / Fenner / WAM | Affiliated Entity | Agribusiness | ||||||
Consolidated Statement of Operations | ||||||
Net Revenue Agribusiness | 0 | 0 | 0 | 0 | ||
Agribusiness Expense and Other | 70,000 | 22,000 | 171,000 | 88,000 | ||
Colorado River Growers | Affiliated Entity | ||||||
Balance Sheet | ||||||
Receivable/Other from Related Parties | 297,000 | 297,000 | 376,000 | |||
Other Assets | 0 | 0 | 0 | |||
Accounts Payable | 0 | 0 | 0 | |||
Payables to Related Parties | 0 | 0 | 0 | |||
Other Long-Term Liabilities | 0 | 0 | 0 | |||
Consolidated Statement of Operations | ||||||
Net Revenue Rental Operations | 0 | 0 | 0 | 0 | ||
Other Income, Net | 0 | 0 | 0 | 0 | ||
Dividends Paid | 0 | 0 | 0 | 0 | ||
Colorado River Growers | Affiliated Entity | Agribusiness | ||||||
Consolidated Statement of Operations | ||||||
Net Revenue Agribusiness | 1,000 | 0 | 522,000 | 306,000 | ||
Agribusiness Expense and Other | 337,000 | 0 | 5,337,000 | 3,841,000 | ||
YMIDD | Affiliated Entity | ||||||
Balance Sheet | ||||||
Receivable/Other from Related Parties | 0 | 0 | 0 | |||
Other Assets | 0 | 0 | 0 | |||
Accounts Payable | 0 | 0 | 0 | |||
Payables to Related Parties | 0 | 0 | 0 | |||
Other Long-Term Liabilities | 0 | 0 | 0 | |||
Consolidated Statement of Operations | ||||||
Net Revenue Rental Operations | 0 | 0 | 0 | 0 | ||
Other Income, Net | 0 | 0 | 0 | 0 | ||
Dividends Paid | 0 | 0 | 0 | 0 | ||
YMIDD | Affiliated Entity | Agribusiness | ||||||
Consolidated Statement of Operations | ||||||
Net Revenue Agribusiness | 0 | 0 | 0 | 0 | ||
Agribusiness Expense and Other | 53,000 | 53,000 | 86,000 | 85,000 | ||
FGF | Co-venturer | ||||||
Balance Sheet | ||||||
Receivable/Other from Related Parties | 3,776,000 | 3,776,000 | 2,609,000 | |||
Other Assets | 0 | 0 | 0 | |||
Accounts Payable | 0 | 0 | 0 | |||
Payables to Related Parties | 835,000 | 835,000 | 906,000 | |||
Other Long-Term Liabilities | 0 | 0 | 0 | |||
Consolidated Statement of Operations | ||||||
Net Revenue Rental Operations | 0 | 0 | 0 | 0 | ||
Dividends Paid | 0 | 0 | 0 | 0 | ||
FGF | Co-venturer | Agribusiness | ||||||
Consolidated Statement of Operations | ||||||
Net Revenue Agribusiness | 2,280,000 | 0 | 2,479,000 | 0 | ||
Agribusiness Expense and Other | 2,270,000 | $ 0 | 2,433,000 | $ 0 | ||
LLCB | ||||||
Balance Sheet | ||||||
Accounts Payable | 2,850,000 | 2,850,000 | 1,200,000 | |||
LLCB | Affiliated Entity | ||||||
Balance Sheet | ||||||
Receivable/Other from Related Parties | 1,800,000 | 1,800,000 | 0 | |||
Other Assets | 0 | 0 | 0 | |||
Accounts Payable | 0 | 0 | 0 | |||
Payables to Related Parties | 2,850,000 | 2,850,000 | 0 | |||
Other Long-Term Liabilities | $ 0 | $ 0 | $ 1,200,000 | |||
Limoneira Company Series B-2 Convertible Preferred Stock | Affiliate Of Water Asset Management, LLC | ||||||
Consolidated Statement of Operations | ||||||
Shares of Series B-2 convertible preferred stock held (in shares) | shares | 9,300 | 9,300 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2020 | Oct. 31, 2017 | |
Income Taxes [Line Items] | |||
Effective blended tax rate | 35.20% | ||
Discrete benefit recorded as a result of carryback of federal net operating losses to previous years under the CARES Act | $ 1,380,000 | ||
Federal statutory rate | 34.00% | ||
Uncertain tax positions | 0 | ||
Accrued interest and penalties associated with uncertain tax positions | $ 0 | ||
Forecast | |||
Income Taxes [Line Items] | |||
Effective blended tax rate | 29.30% |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Retirement Benefits [Abstract] | ||||
Average earnings | 5 years | |||
Contributions | $ 0 | $ 150,000 | $ 0 | $ 300,000 |
Retirement Plans - Net Benefit
Retirement Plans - Net Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Retirement Benefits [Abstract] | ||||
Administrative expenses | $ 69 | $ 47 | $ 139 | $ 94 |
Interest cost | 161 | 207 | 321 | 414 |
Expected return on plan assets | (247) | (272) | (495) | (544) |
Prior service cost | 11 | 11 | 22 | 22 |
Recognized actuarial loss | 185 | 100 | 370 | 201 |
Net periodic benefit cost | $ 179 | $ 93 | $ 357 | $ 187 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Oct. 31, 2019 | |
Management | ||||||||
Class of Stock [Line Items] | ||||||||
Shares exchanged (in shares) | 11,314 | 20,119 | ||||||
Fair value of common stock for the payment of payroll taxes associated with the vesting of shares under stock-based compensation programs | $ 213 | $ 305 | ||||||
Stock-Based Compensation | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Vesting period | 2 years | |||||||
Stock-Based Compensation | Management | ||||||||
Class of Stock [Line Items] | ||||||||
Shares granted (in shares) | 0 | |||||||
Stock-Based Compensation | Key Executives | ||||||||
Class of Stock [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Shares granted (in shares) | 95,000 | |||||||
Common stock per share (in dollars per share) | $ 18.87 | |||||||
Cost from stock compensation | $ 1,793 | |||||||
Stock-Based Compensation | Key Executives | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Stock-Based Compensation | Key Executives | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Vesting period | 5 years | |||||||
Stock-Based Compensation | Non-Employee Directors | ||||||||
Class of Stock [Line Items] | ||||||||
Shares granted (in shares) | 17,841 | 15,642 | ||||||
Share-based compensation expense | $ 358 | $ 339 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020USD ($) | Apr. 30, 2019USD ($) | Apr. 30, 2020USD ($)segment | Apr. 30, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 4 | |||
Revenues | $ 39,571,000 | $ 42,035,000 | $ 81,227,000 | $ 84,053,000 |
Other Agribusiness | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 3,819,000 | 3,901,000 | 7,983,000 | 6,102,000 |
Other Agribusiness | Oranges | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,667,000 | 1,991,000 | 4,939,000 | 2,937,000 |
Other Agribusiness | Specialty Citrus and Other Crops [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,152,000 | $ 1,910,000 | $ 3,044,000 | $ 3,165,000 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 39,571 | $ 42,035 | $ 81,227 | $ 84,053 |
Costs and expenses | 39,971 | 40,919 | 87,528 | 83,831 |
Depreciation and amortization | 2,433 | 2,121 | 4,998 | 4,247 |
Operating income (loss) | (2,833) | (1,005) | (11,299) | (4,025) |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | (8,454) | (8,157) | (15,559) | (15,201) |
Costs and expenses | (8,454) | (8,157) | (15,559) | (15,201) |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating income (loss) | 0 | 0 | 0 | 0 |
Total net revenues | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 39,571 | 42,035 | 81,227 | 84,053 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,132 | 1,212 | 2,305 | 2,430 |
Costs and expenses | 6,182 | 5,701 | 13,480 | 11,565 |
Depreciation and amortization | 273 | 261 | 554 | 519 |
Operating income (loss) | (5,323) | (4,750) | (11,729) | (9,654) |
Total Agribusiness | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 38,439 | 40,823 | 78,922 | 81,623 |
Costs and expenses | 33,789 | 35,218 | 74,048 | 72,266 |
Depreciation and amortization | 2,160 | 1,860 | 4,444 | 3,728 |
Operating income (loss) | 2,490 | 3,745 | 430 | 5,629 |
Total Agribusiness | Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Total Agribusiness | Total net revenues | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 38,439 | 40,823 | 78,922 | 81,623 |
Fresh Lemons | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 28,715 | 32,428 | 60,772 | 66,921 |
Costs and expenses | 26,961 | 27,915 | 61,312 | 59,997 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating income (loss) | 1,754 | 4,513 | (540) | 6,924 |
Fresh Lemons | Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Fresh Lemons | Total net revenues | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 28,715 | 32,428 | 60,772 | 66,921 |
Lemon Packing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 3,883 | 3,954 | 7,977 | 8,057 |
Costs and expenses | 10,328 | 10,664 | 18,937 | 19,448 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating income (loss) | 2,009 | 1,447 | 4,599 | 3,810 |
Lemon Packing | Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 8,454 | 8,157 | 15,559 | 15,201 |
Lemon Packing | Total net revenues | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 12,337 | 12,111 | 23,536 | 23,258 |
Avocados | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 2,022 | 540 | 2,190 | 543 |
Costs and expenses | 1,561 | 921 | 2,034 | 1,637 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating income (loss) | 461 | (381) | 156 | (1,094) |
Avocados | Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Avocados | Total net revenues | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 2,022 | 540 | 2,190 | 543 |
Other Agribusiness | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 3,819 | 3,901 | 7,983 | 6,102 |
Costs and expenses | 3,393 | 3,875 | 7,324 | 6,385 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating income (loss) | 426 | 26 | 659 | (283) |
Other Agribusiness | Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Other Agribusiness | Total net revenues | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 3,819 | $ 3,901 | $ 7,983 | $ 6,102 |