Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Oct. 31, 2019	Dec. 31, 2019	Apr. 30, 2019
Document And Entity Information [Abstract]
Document Type	10-K
Document Fiscal Period Focus	FY
Document Period End Date	Oct. 31, 2019
Amendment Flag	false
Document Fiscal Year Focus	2019
Current Fiscal Year End Date	--10-31
Entity Registrant Name	LIMONEIRA CO
Entity Central Index Key	0001342423
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 347.0
Entity Common Stock, Shares Outstanding		17,840,055

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 31, 2019	Oct. 31, 2018
Current assets:
Cash	$ 616	$ 609
Accounts receivable, net	18,099	14,116
Cultural costs	7,223	5,413
Prepaid expenses and other current assets	8,153	10,528
Income taxes receivable	979	378
Total current assets	35,070	31,044
Property, plant and equipment, net	248,114	225,681
Real estate development	17,602	107,162
Equity in investments	58,223	18,698
Investment in Calavo Growers, Inc.	17,346	24,250
Goodwill	1,839	1,431
Other intangible assets, net	12,407	6,225
Other assets	9,266	6,848
Total assets	399,867	421,339
Current liabilities:
Accounts payable	4,974	6,134
Growers payable	14,500	10,089
Accrued liabilities	9,167	7,724
Current portion of long-term debt	3,023	3,127
Total current liabilities	31,664	27,074
Long-term liabilities:
Long-term debt, less current portion	105,892	76,966
Deferred income taxes	24,346	25,372
Other long-term liabilities	5,467	3,647
Sale-leaseback deferral	0	58,330
Total liabilities	167,369	191,389
Commitments and contingencies	0	0
Stockholders' equity:
Common Stock – $0.01 par value (39,000,000 shares authorized: 17,756,180 and 17,647,135 shares issued and outstanding at October 31, 2019 and 2018, respectively)	178	176
Additional paid-in capital	160,254	159,071
Retained earnings	53,089	50,354
Accumulated other comprehensive (loss) income	(7,255)	8,965
Noncontrolling interest	15,422	574
Total stockholders' equity	221,688	219,140
Total Liabilities and Stockholders' Equity	399,867	421,339
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 October 31, 2019 and 2018)	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	12 Months Ended
	Oct. 31, 2019	Oct. 31, 2018
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)	17,756,180	17,647,135
Common stock, shares outstanding (in shares)	17,756,180	17,647,135
Series B 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
Preferred stock coupon rate (percentage)	8.75%	8.75%
Series B-2 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
Preferred stock coupon rate (percentage)	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 OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2017
Net revenues:
Rental operations	$ 4,849	$ 5,048	$ 5,440
Total net revenues	171,398	129,392	121,309
Costs and expenses:
Rental operations	4,311	4,085	3,932
Impairment of real estate development assets	0	1,558	120
Gain on sale of property assets	(1,069)	0	0
Selling, general and administrative	21,170	16,053	13,947
Total costs and expenses	176,912	119,906	109,446
Operating (loss) income	(5,514)	9,486	11,863
Other (expense) income:
Interest expense, net	(2,134)	(1,122)	(1,778)
Equity in earnings of investments	3,073	583	49
(Loss) gain on sale of stock in Calavo Growers, Inc.	(63)	4,223	0
Net unrealized loss on stock in Calavo Growers, Inc.	(2,054)	0	0
Other income, net	129	313	492
Total other (expense) income	(1,049)	3,997	(1,237)
(Loss) income before income tax benefit (provision)	(6,563)	13,483	10,626
Income tax benefit (provision)	1,097	6,729	(4,077)
Net (loss) income	(5,466)	20,212	6,549
(Income) loss attributable to noncontrolling interest	(477)	(24)	46
Net (loss) income attributable to Limoneira Company	(5,943)	20,188	6,595
Preferred dividends	(501)	(501)	(560)
Net (loss) income applicable to common stock	$ (6,444)	$ 19,687	$ 6,035
Basic net income per common share (in dollars per share)	$ (0.37)	$ 1.26	$ 0.42
Diluted net income per common share (in dollars per share)	$ (0.37)	$ 1.25	$ 0.42
Weighted-average common shares outstanding-basic (in shares)	17,580	15,581	14,315
Weighted-average common shares outstanding-diluted (in shares)	17,580	16,209	14,315
Agribusiness
Net revenues:
Revenues	$ 166,549	$ 124,344	$ 115,869
Costs and expenses:
Cost and expenses	152,372	98,083	91,162
Real estate development
Costs and expenses:
Cost and expenses	$ 128	$ 127	$ 285

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2017
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (5,466)	$ 20,212	$ 6,549
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(1,103)	(1,255)	2
Minimum pension liability adjustments, net of tax of $(252), $415 and $767	(607)	1,137	1,175
Unrealized holding gains on security available for sale, net of tax of $0, $1,956 and $1,722	0	4,809	2,643
Reclassification of unrealized gain on security sold, net of tax of $0, $(1,160) and $0	0	(2,965)	0
Unrealized gains from derivative instruments, net of tax of $0, $79 and $330	0	163	553
Total other comprehensive (loss) income, net of tax	(1,710)	1,889	4,373
Comprehensive (loss) income	(7,176)	22,101	10,922
Comprehensive loss (income) attributable to noncontrolling interest	438	(13)	46
Comprehensive (loss) income attributable to Limoneira Company	$ (6,738)	$ 22,088	$ 10,968

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2017
Statement of Comprehensive Income [Abstract]
Minimum pension liability adjustment, tax	$ (252)	$ 415	$ 767
Unrealized holding gains on security available for sale, tax	0	1,956	1,722
Reclassification of unrealized gain on security sold, tax	0	(1,160)	0
Unrealized gain from derivative instrument, tax	$ 0	$ 79	$ 330

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY - USD ($) $ in Thousands	Total	Series B Preferred Stock	Series B-2 Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings	Retained Earnings Series B Preferred Stock	Retained Earnings Series B-2 Preferred Stock	Accumulated Other Comprehensive Income	Noncontrolling Interest
Beginning balance (in shares) at Oct. 31, 2016				14,178,226
Beginning balance at Oct. 31, 2016	$ 126,498			$ 142	$ 91,841	$ 31,812			$ 2,703	$ 0
Beginning balance, temporary equity at Oct. 31, 2016		$ 2,900	$ 9,331
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends - common	(3,155)					(3,155)
Dividends - preferred		(188)	(372)				$ (188)	$ (372)
Stock compensation (in shares)				63,954
Stock compensation	1,328			$ 1	1,327
Exchange of common stock (in shares)				(14,773)
Exchange of common stock	(294)				(294)
Conversion of Series B preferred stock (in shares)				177,624
Conversion of Series B preferred stock	1,421			$ 1	1,420
Conversion of Series B preferred stock		(1,421)
Acquired noncontrolling interest	(633)									(633)
Net income	6,549					6,595				(46)
Other comprehensive income, net of tax	4,373								4,373
Ending balance (in shares) at Oct. 31, 2017				14,405,031
Ending balance at Oct. 31, 2017	136,793			$ 144	94,294	34,692			7,076	587
Ending balance, temporary equity at Oct. 31, 2017		1,479	9,331
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends - common	(4,025)					(4,025)
Dividends - preferred		(129)	(372)				(129)	(372)
Stock compensation (in shares)				145,324
Stock compensation	1,368			$ 1	1,367
Exchange of common stock (in shares)				(39,582)
Exchange of common stock	(656)				(656)
Conversion of Series B preferred stock	0
Issuance of common stock (in shares)				3,136,362
Issuance of common stock	64,097			$ 31	64,066
Noncontrolling interest	(37)									(37)
Net income	20,212					20,188				24
Other comprehensive income, net of tax	1,889								1,889
Ending balance (in shares) at Oct. 31, 2018				17,647,135
Ending balance at Oct. 31, 2018	219,140			$ 176	159,071	50,354			8,965	574
Ending balance, temporary equity at Oct. 31, 2018		1,479	9,331
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends - common	(5,331)					(5,331)
Dividends - preferred		(129)	(372)				$ (129)	$ (372)
Stock compensation (in shares)				145,737
Stock compensation	1,791			$ 2	1,789
Exchange of common stock (in shares)				(36,692)
Exchange of common stock	(606)				(606)
Conversion of Series B preferred stock	0
Acquired noncontrolling interest	(14,410)									(14,410)
Net income	(5,466)					(5,943)				477
Other comprehensive income, net of tax	(1,749)								(1,710)	(39)
Ending balance (in shares) at Oct. 31, 2019				17,756,180
Ending balance at Oct. 31, 2019	$ 221,688			$ 178	$ 160,254	$ 53,089			$ (7,255)	$ 15,422
Ending balance, temporary equity at Oct. 31, 2019		$ 1,479	$ 9,331

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Oct. 31, 2017
Operating activities
Net (loss) income	$ (5,466)	$ 20,212	$ 6,549
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	8,633	7,275	6,467
Impairment of real estate development assets	0	1,558	120
(Gain) loss on disposals of assets	(664)	178	300
Gain on sales of real estate development assets	(405)	(25)	0
Stock compensation expense	1,791	1,368	1,328
Equity in earnings of investments	(3,073)	(583)	(49)
Cash distributions from equity investments	351	526	712
Deferred income taxes	(773)	(7,307)	2,292
Amortization of deferred financing costs	30	30	90
Accrued interest on note receivable	(198)	(192)	(23)
Loss (gain) on sale of stock in Calavo Growers, Inc.	63	(4,223)	0
Unrealized loss on stock in Calavo Growers, Inc.	2,054	0	0
Changes in operating assets and liabilities, net of business combinations:
Account receivable, net	(4,012)	(3,235)	(1,557)
Cultural costs	1,447	(746)	193
Prepaid expenses and other current assets	(2,548)	99	138
Income taxes receivable	(601)	192	2,240
Other assets	(7)	(134)	275
Accounts payable and growers payable	3,392	707	471
Accrued liabilities	1,542	2,601	(1,263)
Other long-term liabilities	(191)	96	199
Net cash provided by operating activities	1,365	18,397	18,482
Investing activities
Capital expenditures	(15,867)	(13,873)	(12,901)
Purchase of real estate development parcel	0	(1,444)	0
Net proceeds from sales of property assets	3,978	0	0
Net proceeds from sales of real estate development assets	2,886	1,543	0
Agriculture property acquisitions	(397)	(13,111)	0
Business combinations	(15,000)	(25,000)	(5,706)
Net proceeds from sale of stock in Calavo Growers, Inc.	4,785	4,721	0
Collections of installments on note receivable	150	200	0
Equity investment contributions	(4,000)	(3,500)	(7,450)
Cash distribution from equity investment	283	0	0
Investments in mutual water companies and water rights	(472)	(343)	(359)
Net cash used in investing activities	(23,654)	(50,807)	(26,416)
Financing activities
Borrowings of long-term debt	122,899	167,356	181,429
Repayments of long-term debt	(93,994)	(193,723)	(168,932)
Dividends paid - common	(5,331)	(4,025)	(3,155)
Dividends paid - preferred	(501)	(501)	(560)
Exchange of common stock	(605)	(656)	(294)
Issuance of common stock	0	64,097	0
Payments of deferred financing costs	(35)	0	(108)
Net cash provided by financing activities	22,433	32,548	8,380
Effect of exchange rate changes on cash	(137)	(21)	8
Net increase in cash	7	117	454
Cash at beginning of year	609	492	38
Cash at end of year	616	609	492
Supplemental disclosures of cash flow information
Net cash paid during the year for interest (net of amounts capitalized)	2,532	1,585	1,641
Cash paid during the year for income taxes, net of (refunds received)	130	210	(540)
Non-cash investing and financing activities:
Unrealized holding gain on Calavo investment	0	(6,765)	(4,365)
(Decrease) increase in real estate development and sale-leaseback deferral	(58,330)	27,934	7,047
Increase in equity in investments and other long-term liabilities	0	1,080	0
Non-cash receipt of note receivable	0	3,000	0
Non-cash reduction of note receivable			0
Capital expenditures accrued but not paid at year-end	133	399	427
Accrued interest on note receivable	198	192	23
Conversion of preferred stock to common stock	0	0	1,421
Non-cash issuance of notes payable	$ 0	$ 1,435	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands			12 Months Ended
	Feb. 28, 2018 USD ($)	Jun. 20, 2017 USD ($)	Oct. 31, 2019 USD ($)	Oct. 31, 2018 USD ($)	Oct. 31, 2017 USD ($)	Feb. 28, 2013 a
Notes reduction					$ 0
Net proceeds from sales of real estate development assets			$ 2,886	$ 1,543	0
Repayments of long-term debt			93,994	193,723	168,932
Consideration paid			397	13,111	0
Rabobank Revolving Credit Facility
Repayments of long-term debt		$ 68,572
Centennial
Real estate development held-for-sale					$ 3,250
East Area II
Area of real estate property (acres) \| a						7
Real estate, net	$ 3,145
Payment to acquire and develop real estate	1,444
Notes payable	$ 1,435
La Campana Ranch
Notes reduction			$ 89	$ 79

Business	12 Months Ended
Business	Oct. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business	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 all 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. The Company’s avocados are packed by Calavo, which are then sold and distributed under Calavo brands to its customers.

Summary of Significant Accounting Policies

12 Months Ended

Oct. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and the accounts of all the subsidiaries and investments in which a controlling interest is held by the Company. The consolidated financial statements represent the consolidated balance sheets, statements of operations, statements of comprehensive income, statements of stockholders’ equity and temporary equity and statements of cash flows of Limoneira Company and consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company considers the criteria established under the Financial Accounting Standards Board (“FASB”) – Accounting Standards Code (“ASC”) 810, Consolidations, and the effect of variable interest entities, in its consolidation process.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivable

The Company grants credit in the course of its operations to cooperatives, companies and lessees of the Company’s facilities. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company provides allowances on its receivables as required based on accounts receivable aging and other factors. At October 31, 2019 and 2018 the allowances totaled $631,000 and $563,000, respectively. For fiscal years 2019, 2018 and 2017, credit losses were insignificant.

Concentrations and Geographic Information

The Company sells all of its avocado production to Calavo. Sales of avocados to Calavo were $3,080,000, $6,576,000 and $9,522,000 in fiscal years 2019, 2018 and 2017, respectively. The Company sells the majority of its oranges and specialty citrus to a third-party packinghouse.

Lemons procured from third-party growers were approximately 60%, 45% and 44% of the Company's lemon supply in fiscal years 2019, 2018 and 2017, respectively. One third-party grower was 40% and 50% of grower payable at October 31, 2019 and 2018, respectively.

The Company maintains its cash in federally insured financial institutions. The account balances at these institutions periodically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of risk related to amounts on deposit in excess of FDIC insurance coverage.

2. Summary of Significant Accounting Policies (continued)

Concentrations and Geographic Information (continued)

During fiscal year 2019, the Company had approximately $3.2 million of lemon and orange sales in Chile by PDA and San Pablo and $14.7 million of lemon sales in Argentina by Trapani Fresh. During fiscal year 2018, the Company had approximately $2.8 million of lemon and orange sales in Chile by PDA and San Pablo. During fiscal year 2017, the Company had approximately $1.1 million of lemon and orange sales in Chile by PDA. The majority of our avocados, oranges and specialty citrus and other crops are sold to packinghouses and processors located in the United States. Most of its long-lived assets are located within the United States. Long-lived assets, net of accumulated depreciation, located in Chile and Argentina were $15.6 million and $18.7 million, respectively, as of October 31, 2019 and $15.7 million in Chile as of October 31, 2018.

Cultural Costs

Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation. Harvest costs are comprised of labor and equipment expenses incurred to harvest and deliver crops to the packinghouses.

Certain of the Company's crops have distinct growing periods and distinct harvest and selling periods, each of which lasts approximately four to eight months. During the growing period, cultural costs are capitalized as they are associated with benefiting and preparing the crops for the harvest and selling period. During the harvest and selling period, harvest costs and cultural costs are expensed when incurred and capitalized cultural costs are amortized as components of agribusiness costs and expenses.

Due to climate, growing conditions and the types of crops grown, certain of the Company's other crops may be harvested and sold on a year-round basis. Accordingly, the Company does not capitalize cultural costs associated with these crops and therefore such costs, as well as harvest costs associated with these crops, are expensed to operations when incurred as components of agribusiness costs and expenses.

Most cultural costs, including amortization of capitalized cultural costs, and harvest costs are associated with and charged to specific crops. Certain other costs, such as property taxes, indirect labor, including farm supervision and management, and irrigation that benefit multiple crops are allocated to crops on a per acre basis.

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.

Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Property, Plant and Equipment

Property, plant and equipment is stated at original cost, net of accumulated depreciation. Depreciation is computed using the straight-line method at rates based upon the estimated useful lives of the related assets as follows (in years):



Land improvements	10 – 30
Buildings and building improvements	10 – 50
Equipment	5 – 20
Orchards and vineyards	20 – 40

Costs of planting and developing orchards are capitalized until the orchards become commercially productive. Planting costs consist primarily of the costs to purchase and plant nursery stock. Orchard development costs consist primarily of maintenance costs of orchards such as cultivation, pruning, irrigation, labor, spraying and fertilization, and interest costs during the development period. The Company ceases the capitalization of costs and commences depreciation when the orchards become commercially productive and orchard maintenance costs are accounted for as cultural costs as described above.

2. Summary of Significant Accounting Policies (continued)

Capitalized Interest

Interest is capitalized on real estate development projects and significant construction in progress using the weighted average interest rate during the fiscal year. Interest of $1,369,000 and $2,407,000 was capitalized during the years ended October 31, 2019 and 2018, respectively, and is included in property, plant, and equipment and real estate development assets in the Company’s consolidated balance sheets.

Real Estate Development Costs

The Company capitalizes the planning, entitlement, construction, development costs and interest associated with its various real estate projects. Costs that are not capitalized, which include property maintenance and repairs, general and administrative and marketing expenses, are expensed as incurred. A real estate development project is considered substantially complete upon the cessation of construction and development activities. Once a project is substantially completed, future costs are expensed as incurred. The Company capitalized costs related to its real estate projects of $1,797,000 and $32,662,000 in fiscal years 2019 and 2018, respectively.

Equity in Investments

Investments in unconsolidated joint ventures in which the Company has significant influence but less than a controlling interest, or is not the primary beneficiary if the joint venture is determined to be a Variable Interest Entity (“VIE”), are accounted for under the equity method of accounting and, accordingly, are adjusted for capital contributions, distributions and the Company’s equity in net earnings or loss of the respective joint venture.

Equity Securities

Effective November 1, 2019 upon the adoption of ASU 2016-01, the Company’s equity securities, previously referred to as available-for-sale marketable securities, are stated at fair value with unrealized gains (losses) reported in net income. Previously the Company’s investments in marketable securities were stated at fair value with unrealized gains (losses), net of tax, reported as a component of accumulated other comprehensive income (loss) in the Company’s consolidated statement of comprehensive income. At October 31, 2019 and 2018, equity securities are comprised of the Company’s investment in Calavo.

Long-Lived and Intangible Assets

Intangible assets consist primarily of customer relationships, trade names and trademarks and a non-competition agreement. The Company’s definite-life intangible assets are being amortized on a straight-line basis over their estimated lives ranging from eight to ten years. Acquired water and mineral rights are indefinite-life assets not subject to amortization and are included in Other Assets in the Consolidated Balance Sheets. Assets held for sale are carried at the lower of cost or fair value less estimated cost to sell.

The Company evaluates long-lived assets, including its definite-life intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated fair value or undiscounted future cash flows from the use of an asset are less than the carrying value of that asset, a write-down is recorded to reduce the carrying value of the asset to its fair value. The Company evaluates its indefinite-life intangible assets annually or whenever events or changes in circumstances indicate an impairment of the assets’ value may exist.

Goodwill

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. Goodwill impairment is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Goodwill impairment testing involves significant judgment and estimates. The annual assessment of goodwill impairment was performed as of July 31, 2019 with no impairment noted.

Fair Values of Financial Instruments

The fair values of financial instruments are based on level-one indicators within the fair value hierarchy or quoted market prices, where available, or are estimated using the present value or other valuation techniques. Estimated fair values are significantly affected by the assumptions used.

2. Summary of Significant Accounting Policies (continued)

Fair Values of Financial Instruments (continued)

Accounts receivable, note receivable, accounts payable, growers payable and accrued liabilities reported on the Company’s consolidated balance sheets approximate their fair values due to the short-term nature of the instruments.

Based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities, the fair value of long-term debt is approximately equal to its carrying amount as of October 31, 2019 and 2018.

Business Combinations and Asset Acquisitions

Business Combinations are accounted for under the acquisition method in accordance with ASC 805, Business Combinations. The acquisition method requires identifiable assets acquired and liabilities assumed and any noncontrolling interest in the business acquired be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Acquisitions that do not meet the definition of a business under the ASC are accounted for as asset acquisitions. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition with any consideration in excess of net assets acquired allocated to acquired assets on a relative fair value basis. Transaction costs are expensed in a business combination and are considered a component of the cost of the acquisition in an asset acquisition.

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 October 31, 2019, accumulated other comprehensive loss consists of foreign currency translation items of $2,362,000, pension liability items of $4,753,000 and security available for sale items of $140,000.

Foreign Currency Translation

San Pablo and PDA’s functional currency is the Chilean Peso. Their balance sheets are translated to U.S. dollars at exchange rates in effect at the balance sheet date and their income statements are translated at average exchange rates during the reporting period. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive income. Trapani Fresh Consorcio de Cooperacion ("Trapani Fresh") functional currency is the U.S. Dollar.

Revenue Recognition

On November 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) – Accounting Standards Update (“ASU”) ASU 2014-09, Revenue from Contracts with Customers (Topic 606), that amends the guidance for the recognition of revenue from contracts with customers. The results for the reporting period beginning after November 1, 2018 are presented in accordance with the new standard which was adopted using the modified-retrospective method and applied to those contracts that were not completed as of November 1, 2018. There was no net effect of applying the standard and therefore no cumulative adjustment to retained earnings was necessary at the date of initial application. As a result, comparative information has not been restated and the results for the reporting periods before November 1, 2018 continue to be reported under the accounting standards and policies in effect for those periods.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:


•	Identify the contract(s) with a customer.


•	Identify the performance obligations in the contract.


•	Determine the transaction price.


•	Allocate the transaction price to the performance obligations in the contract.


•	Recognize revenue when (or as) the entity satisfies a performance obligation.

2. Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

The Company determined the appropriate method by which it recognizes revenue by analyzing the nature of the products or services being provided as well as the terms and conditions of contracts or arrangements entered into with its customers. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. A contract's transaction price is allocated to each distinct good or service (i.e., performance obligation) identified in the contract and each performance obligation is valued based on its estimated relative standalone selling price.

The Company recognizes the majority of its revenue at a point in time when it satisfies a performance obligation and transfers control of the product to the respective customer. The amount of revenue that is recognized is based on the transaction price, which represents the invoiced amount and includes estimates of variable consideration such as allowances for estimated customer discounts or concessions, where applicable. The amount of variable consideration included in the transaction price may be constrained and is included only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period.

Upon adoption, the Company changed the accounting of certain brokered fruit sales. Under previous guidance, the Company was considered an agent and recorded revenues for certain brokered fruit sales and the costs of such fruit on a net basis in its consolidated statement of operations. Under the new revenue recognition standard, the Company is considered a principal in the transaction and revenues are recorded on a gross basis in the Company’s consolidated statement of operations with the related cost of such fruit included in agribusiness costs and expenses. This change resulted in the recognition of additional agribusiness revenue and agribusiness costs and expenses within the fresh lemons segment of $8,827,000 for the year ended October 31, 2019. Had it used the previous revenue recognition guidance, the Company would have recorded insignificant net agribusiness revenue for these transactions for the year ended October 31, 2019. No cumulative adjustment to retained earnings was necessary as there is no net effect to the consolidated statement of operations.

Agribusiness revenue - Revenue from lemon sales is generally recognized at a point in time when the customer takes control of the fruit from the Company’s packinghouse, which aligns with the transfer of title to the customer. The Company has elected to treat any shipping and handling costs incurred after control of the goods has been transferred to the customer as agribusiness costs.

The Company’s avocados, oranges, specialty citrus and other specialty crops are packed and sold by Calavo and other third-party packinghouses. The Company delivers all of its avocado production from its orchards to Calavo. These avocados are then packed by Calavo at its packinghouse and sold and distributed under Calavo brands to its customers primarily in the United States and Canada. The Company’s arrangements with other third-party packinghouses related to its oranges, specialty citrus and other specialty crops are similar to its arrangement with Calavo. The Company’s arrangements with its third-party packinghouses are such that the Company is the producer and supplier of the product and the third-party packinghouses are the Company’s customers.

The revenues the Company recognizes related to the fruits sold to the third-party packinghouses are based on the volume and quality of the fruits delivered, the market price for such fruit, less the packinghouses’ charges to pack and market the fruit. Such packinghouse charges include the grading, sizing, packing, cooling, ripening and marketing of the related fruit. The Company controls the product until it is delivered to the third-party packinghouses at which time control of the product is transferred to the third-party packinghouses and revenue is recognized. Such third-party packinghouse charges are recorded as a reduction of revenue as they are not for distinct services. The identifiable benefit the Company receives from the third-party packinghouses for packaging and marketing services cannot be sufficiently separated from the third-party packinghouses’ purchase of the Company’s products. In addition, the Company is not able to reasonably estimate the fair value of the benefit received from the third-party packinghouses for such services and as such, these costs are characterized as a reduction of revenue in the Company’s consolidated statements of operations.

Revenue from the sales of certain of the Company’s agricultural products is recorded based on estimated proceeds provided by certain of the Company’s sales and marketing partners (Calavo and other third-party packinghouses) due to the time between when the product is delivered by the Company and the closing of the pools for such fruits at the end of each month or harvest period. Calavo and other third-party packinghouses are agricultural cooperatives or function in a similar manner as an agricultural cooperative. The Company estimates the variable consideration using the most likely amount method, with the most likely amount being the quantities actually shipped extended by the prices reported by Calavo and other third-party packinghouses. Revenue is recognized at time of delivery to the packinghouses relating to fruits that are in pools that have not yet closed at month end if: (a) the related fruits have been delivered to and accepted by Calavo and other third-party packinghouses (i.e., Calavo and other third-

2. Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

party packinghouses obtain control) and (b) sales price information has been provided by Calavo and other third-party packinghouses (based on the marketplace activity for the related fruit) to estimate with reasonable certainty the final selling price for the fruit upon the closing of the pools. In such instances the Company has the present right to payment and Calavo and other third-party packinghouses have the present right to direct the use of, and obtain substantially all of the remaining benefits from, the delivered fruit. The Company does not expect that there is a high likelihood that a significant reversal in the amount of cumulative revenue recognized in the early periods of the pool will occur once the final pool prices have been reported by the packinghouses. Historically, the revenue that is recorded based on the sales price information provided to the Company by Calavo and other third-party packinghouses at the time of delivery, have not materially differed from the actual amounts that are paid after the monthly or harvest period pools are closed.

The Company has entered into brokerage arrangements with third-party international packinghouses. In certain of these arrangements, the Company has the exclusive ability to direct the use of and obtains substantially all of the remaining benefits from the fruit, and therefore is acting as a principal. As such, the Company records the related revenue and costs of the fruit gross in the consolidated statement of operations.

Revenue from crop insurance proceeds is recorded when the amount can be reasonably determined and upon establishment of the present right to payment. The Company recorded agribusiness revenues from crop insurance proceeds of $2,311,000, $54,000 and $74,000 in fiscal years 2019, 2018 and 2017, respectively.

Rental Operations Revenue - Minimum rental revenues are generally recognized on a straight-line basis over the respective initial lease term. Contingent rental revenues are contractually defined as to the percentage of rent received by the Company and are based on fees collected by the lessee. Such revenues are recognized when actual results, based on collected fees reported by the tenant, are received. The Company's rental arrangements generally require payment on a monthly or quarterly basis.

Real Estate Development Revenue - The Company recognizes revenue on real estate development projects with customers at a point in time (i.e., the closing) when the Company satisfies the single performance obligation and transfers control of such real estate to a buyer. The transaction price, which is the amount of consideration the Company receives upon delivery of the completed real estate to the buyer, is allocated to this single obligation and is received at closing. Real estate development projects with non-customers are accounted for in accordance with Accounting Standards Code (“ASC”) 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets.

Incidental operations may occur during the holding or development period of real estate development projects to reduce holding or development costs. Incremental revenue from incidental operations in excess of incremental costs from incidental operations is accounted for as a reduction of development costs. Incremental costs from incidental operations in excess of incremental revenue from incidental operations are charged to operations.

Advertising Expense

Advertising costs are expensed as incurred. Advertising costs were not material in all years presented.

Leases

The Company records rent expense for its operating leases on a straight-line basis from the lease commencement date as defined in the lease agreement until the end of the base lease term.

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 preferred stock. Diluted net (loss) income per common share is calculated using the weighted-average number of common shares outstanding plus the dilutive effect of conversion of preferred stock. The Series B and Series B-2 convertible preferred shares were anti-dilutive for fiscal years ended October 31, 2019 and 2017 and dilutive for fiscal year ended October 31, 2018.

Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share using the treasury stock method. The Company’s unvested, restricted stock awards qualify as participating shares.

2. Summary of Significant Accounting Policies (continued)

Reclassifications and Adjustments

Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the October 31, 2019 presentation. The Company reclassified goodwill and other intangible assets of $1,431,000 and $6,225,000, respectively, as of October 31, 2018, from other assets to goodwill and other intangible assets.

Defined Benefit Retirement Plan

The Company sponsors a defined benefit retirement plan that was frozen in June 2004, and no future benefits have been accrued to participants subsequent to that time. Ongoing accounting for this plan under FASB ASC 715, Compensation – Retirement Benefits, provides guidance as to, among other things, future estimated pension expense, pension liability and minimum funding requirements. This information is provided to the Company by third-party actuarial consultants. In developing this data, certain estimates and assumptions are used, including among other things, discount rate, long-term rate of return and mortality tables.

During 2019, the Society of Actuaries (SOA) released a new mortality improvement scale table, referred to as MP-2019, which is believed to better reflect mortality improvements and is to be used in calculating defined benefit pension obligations. In addition, during fiscal year 2019, the assumed discount rate to measure the pension obligation decreased to 3.0%. The Company used the latest mortality tables released by the SOA through October 2019 to measure its pension obligation as of October 31, 2019 and combined with the assumed discount rate and other demographic assumptions, its pension liability increased by approximately $634,000 as of October 31, 2019. Further changes in any of these estimates could materially affect the amounts recorded that are related to our defined benefit retirement plan.

Recent Accounting Pronouncements

FASB ASU 2016-01, Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities

The amendments in ASU 2016-01, among other things, require equity securities (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. Requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets (i.e., securities or loans and receivables). Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate fair value that is required to be disclosed for financial instruments measured at amortized cost.

ASU 2016-01 is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company’s adoption of this ASU on November 1, 2018 resulted in a cumulative-effect adjustment to the statement of financial position, with the Company reclassifying unrealized holding gains of $15,921,000, net of taxes, in Calavo common stock to retained earnings from accumulated other comprehensive income ("AOCI") at the date of adoption. In addition, the change in the fair value of Calavo common stock has been disclosed as a separate line item in the statement of operations subsequent to the adoption of ASU 2016-01.

FASB ASU 2016-02, Leases (Topic 842) and related ASUs, including ASU 2018-11, Leases (Topic 842): Targeted Improvements

Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:


•	A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and


•	A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing.

ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified

2. Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. The ASU will be effective for the Company beginning in the first quarter of its fiscal year ending October 31, 2020. The Company is evaluating the effect these ASU's may have on its consolidated financial statements, however it expects to apply the practical expedients provided in the ASUs.

The Company expects that most of its operating lease commitments will be recognized as lease liabilities and right-of-use assets upon adoption of this guidance. The Company’s leases primarily include agricultural land leases and equipment leases. The Company will adopt the guidance as of November 1, 2019, and prior periods will not be adjusted. The Company continues to implement changes to its systems, processes and controls in conjunction with its review of existing lease agreements. The Company expects the adoption of this guidance will result in an increase in assets and liabilities in the range of $2.0 million to $3.0 million on its opening balance sheet as a result of recognizing new right-of-use assets and lease liabilities. The Company does not expect the adoption of this guidance to have a material impact to its consolidated statements of operations or on its total cash flows from operating, investing or financing activities. The ultimate impact of adopting this guidance will depend on the Company's lease portfolio and other factors as of the transition date.

FASB ASU 2016-13, Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

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 is evaluating the effect this ASU may have on its consolidated financial statements.

FASB ASU No. 2017-04 -Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

This amendment eliminates Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.

ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company early adopted the standard as of May 1, 2019 and followed this guidance during its annual impairment testing performed during the third quarter. The adoption did not have an impact on its financial position, results of operations, or cash flows.

FASB ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

The amendment requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed.

The amendment is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company’s adoption of this ASU during the first quarter of fiscal year 2019 had no material impact on its consolidated financial statements.

2. Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

FASB ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

This amendment provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act of 2017 (the "2017 Act") (or portion thereof) is recorded.

The amendment is effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendment either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the 2017 Act is recognized. The Company early adopted this ASU on November 1, 2018, and as a result recorded a cumulative-effect reclassification in the statement of financial position to retained earnings from AOCI at the date of adoption of $1,411,000 related to the investment in Calavo and pension liability.

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 postretirement 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.

SEC Amendments to Certain Disclosure Requirements

In August 2018, the SEC adopted amendments to certain disclosure requirements for a number of SEC rules, including Rule 3-04 of Regulation S-X. Rule 3-04 requires that a public registrant’s Form 10-Q include a reconciliation of changes in stockholders’ equity for each period for which a statement of comprehensive income is required to be filed. These amendments are effective for interim periods beginning after November 5, 2018. The Company adopted these amendments beginning in the first quarter of fiscal year 2019 and included a separate statement of stockholders’ equity and temporary equity in its Quarterly Reports on Form 10-Q.

Acquisitions

12 Months Ended

Oct. 31, 2019

Business Combinations [Abstract]

Acquisitions

Agriculture Property Acquisition

In January 2019, the Company purchased land for use as a citrus orchard for a cash purchase price of $397,000. The acquisition was for 26 acres of agricultural property adjacent to the Company’s orchards in Lindsay, California. This agriculture property acquisition is included in property, plant and equipment on the Company’s consolidated balance sheet.

San Pablo

On July 18, 2018, the Company completed the acquisition of San Pablo ranch and related assets in La Serena, Chile, for $13,000,000. The San Pablo ranch consists of 3,317 acres on two parcels, including 247 acres producing lemons, 61 acres producing oranges, the opportunity to immediately plant 120 acres for lemon production, as well as the potential for approximately 500 acres of avocado production. This acquisition was accounted for as an asset purchase and is included in property, plant and equipment in the Company’s consolidated balance sheet. In addition, transaction costs of $111,000 were capitalized as part of total acquisition costs.

Below is a summary of the fair value of the net assets acquired on the acquisition date based on a third-party valuation (in thousands):



Cultural costs	$	579
Land and land improvements	9,114
Buildings and equipment	207
Orchards	2,058
Water rights	1,153
Total assets acquired	$	13,111

3. Acquisitions (continued)

Agriculture Property Acquisition (continued)

The unaudited, pro forma consolidated statement of operations as if San Pablo had been included in the consolidated results of the Company for the year ended October 31, 2018 would have resulted in revenues of $130,262,000 and net income of $18,785,000.

Business Combinations

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 of which $7,500,000 was paid to FGF on May 30, 2019. The remaining $7,500,000 was advanced to FGF, $4,000,000 in February 2019 and $3,500,000 in May 2019, as prepayments for the 25% interest in Santa Clara retained by FGF. Transaction costs of approximately $654,000 were included in selling, general and administrative expense. The Company has consolidated Trapani Fresh and has accounted for the acquisition of Trapani Fresh as a business combination, resulting in FGF’s 49% interest in Trapani Fresh being accounted for as a noncontrolling interest.

Below is a summary of the preliminary fair value of the net assets acquired on the acquisition date based on a third-party valuation which was updated during the fourth quarter of fiscal year 2019 due to changes in the enacted tax rates in Argentina which increased the customer relationships, trademarks and non-competition agreement and decreased goodwill (in thousands):



Cultural costs	$	3,270
Land and land improvements	9,520
Buildings and building improvements	870
Orchards	8,410
Customer relationships, trademarks and non-competition agreement (10 year useful life)	6,920
Goodwill	420
Total assets acquired	29,410
Noncontrolling interest	(14,410		)
Net cash paid	$	15,000

Preliminary goodwill of $420,000 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 are 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 $21,942,055, respectively.

Oxnard Lemon

On July 24, 2018, the Company and Oxnard Lemon Associates, Ltd., a California limited partnership (“Seller”), entered into an Asset Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, on July 26, 2018 (the “Initial Closing Date”), the Company acquired certain tangible assets of Seller, including a packinghouse and related land (“Oxnard Lemon”), for a purchase price of $24,750,000 (the “Initial Acquisition”). Pursuant to the Purchase Agreement, the closing on the purchase of the intangible assets of Seller, including Seller’s trade names, trademarks and copyrights, took place on October 31, 2018 (the “Final Closing Date”), at which point an additional $250,000 in purchase price was paid to Seller by the Company. The aggregate purchase price for the tangible assets and the intangible assets provided in the Purchase Agreement was $25,000,000. Additionally, the Purchase Agreement provided that Seller lease back the tangible assets from the Company until the Final Closing Date, pursuant to a lease executed on the Initial Closing Date. Transaction costs of $142,000 were included in selling, general and administrative expense.

3. Acquisitions (continued)

Business Combinations (continued)

Below is a summary of the fair value of the net assets acquired on the acquisition date based on a third-party valuation (in thousands):



Land and land improvements	$	7,294
Buildings and equipment	14,866
Customer relationships and trade names	2,270
Goodwill	570
Total assets acquired	$	25,000

The unaudited, pro forma consolidated statement of operations as if Oxnard Lemon had been included in the consolidated results of the Company for the year ended October 31, 2018 would have resulted in revenues of $142,253,000 and net income of $19,728,000.

PDA

On February 24, 2017 (the “Acquisition Date”), the Company completed the acquisition of 90% of the outstanding stock of PDA, a privately-owned Chilean corporation, for $5,800,000 in cash (the “Acquisition”). PDA also had approximately $1,700,000 in long-term debt on the Acquisition Date, which was assumed by the Company in the Acquisition. A holdback of 10% of the purchase proceeds to be paid to the seller was withheld for a six-month period to allow for potential contingencies as defined in the purchase agreement. PDA is a 200-acre lemon and orange orchard located near La Serena, Chile. PDA’s total assets of $9,451,000 on the Acquisition Date included a 13% equity interest in Rosales S.A. (“Rosales”) in which the Company owns a 35% equity investment. After the Acquisition, the Company owns 47% of Rosales and PDA’s 10% stockholder owns the remaining 53% of Rosales. Rosales packs and sells all of PDA’s citrus production. PDA had approximately $450,000 of net income on approximately $1,900,000 in sales for the year ended December 31, 2016. Transactions costs incurred in connection with the Acquisition in 2017 were approximately $57,000, which are included in selling, general and administrative expense.

In August 2017, a third-party valuation of the fair value of the net assets was finalized, which resulted in a $193,000 increase in the investment in Rosales with a corresponding decrease in goodwill and increase in deferred income taxes. Additionally, a $94,000 reduction in the purchase price was agreed upon per the terms of the purchase agreement with corresponding decreases in goodwill and noncontrolling interest. The Company received the $94,000 in August 2017. Below is a summary of the fair value of the net assets acquired on the Acquisition Date based on the third-party valuation, which is considered a Level 3 fair value measurement under FASB ASC 820, Fair Value Measurements and Disclosures (in thousands):



Cultural costs	$	473
Other current assets	166
Land and land improvements	2,748
Buildings and equipment	206
Orchards	2,876
Investment in Rosales	1,021
Water rights	1,120
Deposit for land purchase	645
Goodwill	196
Total assets acquired	9,451

Current liabilities	(122		)
Current and long-term debt	(1,964		)
Deferred income taxes	(1,026		)
Noncontrolling interest	(633		)
Net cash paid	$	5,706

Fair Value Measurements

12 Months Ended

Oct. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

Under the FASB ASC 820, Fair Value Measurements 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 and liabilities as of October 31, 2019 and 2018, which are measured on a reoccurring basis during the period, segregated by level within the fair value hierarchy (in thousands):



2019	Level 1		Level 2		Level 3		Total
Assets at fair value:
Equity securities	$	17,346	$	—	$	—	$	17,346



2018	Level 1		Level 2		Level 3		Total
Assets at fair value:
Equity securities	$	24,250	$	—	$	—	$	24,250

Equity securities consist of marketable securities in Calavo common stock. At October 31, 2019 and 2018, the Company owned 200,000 and 250,000 shares, respectively, representing approximately 1.1% and 1.4% of Calavo’s outstanding common stock, respectively. These securities are measured at fair value by quoted market prices and changes in fair value are included in the statement of operations subsequent to the adoption of ASU 2016-01. Calavo’s stock price at October 31, 2019 and 2018 was $86.73 and $97.00 per share, respectively. Prior to the adoption of ASU 2016-01, these equity securities were classified as available-for-sale securities and changes in fair value were recorded in AOCI net of tax.

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). In fiscal year 2018, the Company sold 50,000 shares for a total of $4,721,000, recognizing a gain of $4,223,000. These (losses) gains are included in other (expense) income in the consolidated statement of operations. With the adoption of ASU 2016-01 on November 1, 2018, changes in the fair value of the equity securities result in gains or losses recognized in net income. In fiscal year 2019 the Company recorded an unrealized loss of $2,054,000 which is included in other (expense) income in the consolidated statements of operations. In fiscal year 2018, the Company recorded unrealized holding gains of $6,765,000 ($4,809,000 net of tax) and reclassification of unrealized gain on securities sold of $4,125,000 ($2,965,000 net of tax). In fiscal year 2017, the Company recorded unrealized holding gains of $4,365,000 ($2,643,000 net of tax), which were included in AOCI in the consolidated balance sheet.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property, Plant and Equipment

12 Months Ended

Oct. 31, 2019

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment consists of the following at October 31 (in thousands):



	2019			2018
Land	$	100,503		$	93,245
Land improvements	31,897			30,134
Buildings and building improvements	48,348			49,814
Equipment	56,709			54,854
Orchards	54,251			44,337
Construction in progress	26,934			20,709
	318,642			293,093
Less accumulated depreciation	(70,528		)	(67,412		)
	$	248,114		$	225,681

Depreciation expense was $7,944,000, $7,178,000 and $6,370,000 for fiscal years 2019, 2018 and 2017, respectively.

In September 2019, the Company sold its multi-use Mercantile property consisting of a retail convenience store, gas station, car wash and quick serve restaurant located in Santa Paula, California. The Company received net proceeds of $4,000,000 and recognized a gain of approximately $586,000, which is included in gain on sale of property assets in the consolidated statement of operations.

Real Estate Development

12 Months Ended

Oct. 31, 2019

Real Estate [Abstract]

Real Estate Development

Real estate development assets are comprised primarily of land and land development costs and consist of the following at October 31 (in thousands):



	2019		2018
East Area I	$	—	$	91,357
Retained property - East Area I	11,943		10,408
East Area II	5,659		5,397
	$	17,602	$	107,162

East Areas I and 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 (the “LLCB” or “Joint Venture”) as the development entity, contributed its East Area I property to the LLCB and sold a 50% interest in the LLCB to Lewis for $20,000,000.

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 will transfer certain contributed East Area I property, which is entitled for commercial development, back to the Company (the "Retained Property") and arrange for the design and construction of certain improvements to the Retained Property, subject to certain reimbursements by the Company. In August 2018, the Retained Property was transferred back to the Company. The net carrying value of the retained property as of October 31, 2019 and 2018 was $11,943,000 and $10,408,000, respectively and classified as real estate development. Such value as of October 31, 2019 includes $1,200,000 for estimated costs incurred by and reimbursable to LLCB, which is accrued in other long-term liabilities. Further, on the Transaction Date, the Joint Venture and the Company entered into a Lease Agreement (the "Lease Agreement"), pursuant to which the Joint Venture would lease certain of the contributed East Area I property back to the Company for continuation of agricultural operations, and certain other permitted uses on the property until the Joint Venture required the property for development. In December 2018, the Company terminated the Lease Agreement pursuant to the terms therein.

7. Real Estate Development (continued)

East Areas I and II (continued)

The Company’s sale of an interest in the LLCB in which the Company’s contributed property comprises the LLCB’s primary asset, combined with the Lease Agreement was considered a sale-leaseback transaction under FASB ASC 840, Leases, because of the Company’s continuing involvement in the property in the form of its agricultural operations. Accordingly, the property was carried on the consolidated balance sheet as real estate development, rather than being classified as an equity investment and a sale-leaseback deferral was recorded for the $20,000,000 payment made by Lewis for the purchase of the LLCB interest. Lease expense associated with the Lease Agreement was not required under sale-leaseback accounting since the Company was treated as though it continued to own the property. During the year ended October 31, 2018, the Company recorded $27,934,000 of real estate development costs and corresponding increases in the sale-leaseback deferral to recognize real estate development costs capitalized by the LLCB. When the Lease Agreement was terminated in December 2018, control of the property transferred to the Joint Venture and therefore, the Company reduced the sale and leaseback deferral and corresponding real estate development by $58,330,000 and reclassified $33,353,000 to equity in investments upon derecognition of the real estate development. As the fair value of the Company's ownership interest in the Joint Venture approximated the Company's historical basis in the real estate development at the inception of the Joint Venture, no gain or loss was recorded.

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 matures in January 2020, with an option to extend the maturity date until 2021, subject to certain conditions. The interest rate on the Loan is LIBOR plus 2.85%, payable monthly. The Loan contains certain customary default provisions and the Joint Venture may prepay any amounts outstanding under the Loan without penalty.

In February 2018, the obligations under the Loan were guaranteed by certain principals from Lewis and by the Company. 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 $43,158,000 as of October 31, 2019. The $1,080,000 estimated value of the guarantee was recorded in the Company’s consolidated balance sheets and is included in other long-term liabilities with a corresponding increase in equity in investments. Additionally, a Reimbursement Agreement was executed between the Lewis guarantors and the Company which provides for unpaid liabilities of the Joint Venture to be shared pro-rata by the Lewis guarantors and the Company in proportion to their percentage interest in the Joint Venture.

In fiscal year 2019, the Company announced that its Joint Venture closed the sales of the initial residential lots representing 210 residential units.

Other Real Estate Development Projects

The real estate development parcels within the Templeton Santa Barbara, LLCB project are described as Centennial Square (“Centennial”), The Terraces at Pacific Crest (“Pacific Crest”), and Sevilla. The Company's net carrying value of Sevilla was $2,543,000 and the net carrying values of Pacific Crest and Sevilla were $5,024,000 as of October 31, 2019 and 2018, respectively, which have been included in prepaid expenses and other current assets. The expenses associated with these properties were immaterial. The Company recognized impairment charges of $1,558,000 during fiscal year 2018 and an immaterial impairment charge related to the properties in fiscal year 2017.

In October 2019, the Company sold the Pacific Crest property with a net book value of $2,481,000 for approximately $3,000,000. The Company received net proceeds of $2,886,000 and recognized a gain of $405,000, which has been included in gain on sale of property assets in the consolidated statements of operations.

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 price. After transaction costs, the sale resulted in a gain of $194,000, that is being recognized under the installment method. The promissory note was originally scheduled to mature in June 2018 but provided for three potential extensions to December 2019 which were exercised. The holder of the promissory note made $200,000 and $150,000 of non-refundable principal payments during fiscal 2018 and 2019, respectively. In August 2019, the holder of the note requested an extension of the maturity date of the promissory

7. Real Estate Development (continued)

Other Real Estate Development Projects (continued)

note to December 15, 2020. The Company extended the maturity date concurrently with resetting the interest rate 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 October 31, 2019 the carrying value of the note was $2,650,000 and classified in other assets.

During November 2017, the Company sold the commercial portion of its Sevilla property with a net book value of $1,354,000 for $1,452,000. Net proceeds received, after transaction costs were $1,364,000, and the resulting gain was immaterial.

Equity in Investments

12 Months Ended

Oct. 31, 2019

Equity Method Investments and Joint Ventures [Abstract]

Equity in Investments

Limco Del Mar, Ltd.

The Company has a 1.3% interest in Limco Del Mar, Ltd. (“Del Mar”) as a general partner and a 26.8% interest as a limited partner. Based on the terms of the partnership agreement, the Company may be removed as general partner without cause from the partnership upon the vote of the limited partners owning an aggregate of 50% or more interest in the partnership. Since the Company has significant influence, but less than a controlling interest, the Company’s investment in Del Mar is accounted for using the equity method of accounting.

The Company provides Del Mar with farm management, orchard land development and accounting services and received expense reimbursements of $159,000, $163,000 and $146,000 in fiscal years 2019, 2018 and 2017, respectively. Del Mar markets lemons through the Company pursuant to its customary marketing agreements and the amount of lemons procured from Del Mar was $1,674,000, $2,361,000 and $2,271,000 in fiscal years 2019, 2018 and 2017, respectively. Fruit proceeds due to Del Mar were $554,000 and $709,000 at October 31, 2019 and 2018, respectively, and are included in grower’s payable in the accompanying consolidated balance sheets.

Romney Property Partnership

In May 2007, the Company and an individual formed the Romney Property Partnership (“Romney”) for the purpose of owning and leasing an office building and adjacent lot in Santa Paula, California. The Company paid $489,000 in 2007 for 75% interest in Romney. The terms of the partnership agreement affirm the status of the Company as a noncontrolling investor in the partnership since the Company cannot exercise unilateral control over the partnership. Since the Company has significant influence, but less than a controlling interest, the Company’s investment in Romney is accounted for using the equity method of accounting. Net profits, losses and cash flows of Romney are shared by the Company, which receives 75% and the individual, who receives 25%.

Rosales S.A.

The Company currently has a 47% equity interest in Rosales S.A, (“Rosales”) of which 35% was acquired in fiscal 2014 and an additional 12% interest was acquired with the purchase of PDA in fiscal 2017. Rosales is a citrus packing, marketing and sales business located in La Serena, Chile. In addition, the Company has the right to acquire the interest of the majority shareholder of Rosales upon death or disability of Rosales’ general manager for the fair value of the interest on the date of the event as defined in the shareholders’ agreement. Since the Company has significant influence, but less than a controlling interest, the Company’s investment in Rosales is accounted for using the equity method of accounting.

Rosales’ functional currency is the Chilean Peso. The following financial information has been translated to U.S. dollars. In addition, as a result of the Company’s acquisition of its equity interest, basis differences were identified between the historical cost of the net assets of Rosales and the proportionate fair value of the net assets acquired. Such basis differences aggregated to $1,683,000 on the acquisition date and are primarily comprised of intangible assets, including $343,000 of equity method goodwill. An additional $925,000 of basis differences were identified with the February 2017 PDA acquisition, including $143,000 of equity method goodwill. The $2,122,000 in basis differences exclusive of goodwill is being amortized over the estimated life of the underlying intangible assets as a reduction in the equity investment and an expense included in equity in earnings (losses) of investments. Amortization amounted to $298,000, $337,000 and $290,000 for fiscal years 2019, 2018 and 2017, respectively, and is estimated to be approximately $179,000 per year for years ending October 31, 2020 and 2021 and $118,000, $87,000 and $76,000 per year for years ending October 31, 2022 through October 31, 2024, respectively.

The Company recognized $3,741,000, $3,849,000 and $2,097,000 of lemon sales to Rosales in fiscal years 2019, 2018 and 2017, respectively. In fiscal years 2019, 2018 and 2017, the aggregate amount of lemons and oranges procured from Rosales was $4,315,000, $7,658,000 and $4,283,000, respectively. Amounts due from (to) Rosales were $156,000 and $(65,000) at October 31, 2019 and 2018, respectively.

8. Equity in Investments (continued)

Limoneira Lewis Community Builders, LLC (the “LLCB” or "Joint Venture")

As described in Note 7 – Real Estate Development of the notes to consolidated financial statements included in this Annual Report, on November 10, 2015, the Company entered into a Joint Venture with Lewis for the residential development of its East Area I real estate development project. In addition to the assessment performed by the Company of its investment in LLCB under the requirements of Regulation S-X Rule 4-08(g), the Company also assessed its investment in LLCB under the requirements of Regulation S-X Rule 3-09(b) for the year ended October 31, 2019 and determined it was required to provide audited financial statements of LLCB. The audited financial statements of LLCB for the year ended October 31, 2019 and also the audited financial statements of LLCB for the years ended October 31, 2018 and 2017 are provided as exhibits to this document to comply with this rule. Additionally, there is a basis difference between the Company’s historical investment in the project and the amount recorded in members’ capital by LLCB of $42,722,000. The basis difference of $11,294,000 at October 31, 2019 is primarily comprised of capitalized interest, amounts related to the loan guarantee and certain other costs incurred by Limoneira Company during the development period. This basis difference is being amortized as lots are sold utilizing the relative sales value method and the amount amortized in fiscal year 2019 totaled $1,498,000. The Company's share of LLCB's net income for the fiscal year 2019 prior to basis amortization was $4,368,000.

The following is financial information of the equity method investees for fiscal years 2019, 2018 and 2017 (in thousands):



2019	Del Mar		Romney			Rosales			LLCB
Current assets	$	454	$	—		$	3,016		$	137,977
Non-current assets	$	742	$	671		$	1,497		$	—
Current liabilities	$	—	$	—		$	2,803		$	51,023
Non-current liabilities	$	—	$	—		$	161		$	—
Revenues	$	2,290	$	15		$	8,898		$	37,788
Operating income (loss)	$	1,299	$	(5	)	$	403		$	10,001
Net income (loss)	$	1,299	$	(5	)	$	288		$	10,001
2018
Current assets	$	438	$	—		$	5,823		$	125,886
Non-current assets	$	710	$	676		$	1,144		$	—
Current liabilities	$	—	$	—		$	4,860		$	56,932
Non-current liabilities	$	—	$	—		$	169		$	—
Revenues	$	2,893	$	21		$	13,630		$	40
Operating income (loss)	$	1,755	$	(4	)	$	1,745		$	(154	)
Net income (loss)	$	1,755	$	(4	)	$	1,243		$	(154	)
2017
Revenues	$	2,553	$	20		$	10,171		$	—
Operating income (loss)	$	1,587	$	(9	)	$	(43	)	$	(89	)
Net income (loss)	$	1,587	$	(9	)	$	(21	)	$	(89	)

8. Equity in Investments (continued)

Limoneira Lewis Community Builders, LLC (the “LLCB” or "Joint Venture") (continued)

The Company’s investment and equity in earnings (losses) of the equity method investees are as follows (in thousands):



	Del Mar			Romney			Rosales			LLCB			Total
Investment balance October 31, 2016	$	1,961		$	522		$	1,496		$	2,275		$	6,254
Equity earnings (losses)	446			(7		)	(299		)	(91		)	49
Cash distributions	(439		)	—			(273		)	—			(712		)
Investment contributions	—			—			1,020			7,450			8,470
Investment balance October 31, 2017