UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 14, 2010
Limoneira
Company
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-34755
|
77-0260692
|
||
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
|
||
|
of
incorporation)
|
No.)
|
1141
Cummings, Road
Santa
Paula, CA 93060
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (805) 525-5541
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Section 2
|
Financial
Information
|
|
Item 2.02
|
Results of Operations and
Financial Condition
|
On June 14, 2010, Limoneira Company
(NASDAQ: LMNR) issued a press release announcing its financial results for the
second quarter and six-months ended April 30, 2010. A copy of the
press release is furnished within this report as Exhibit
99.1.
|
Section 9
|
Financial Statements and
Exhibits
|
|||
|
Item 9.01
|
Financial Statements and
Exhibits
|
|||
|
(d)
|
Exhibits.
|
||
|
99.1
|
Limoneira
Press Release dated June 14, 2010.
|
||
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Date:
June 14, 2010
|
LIMONEIRA
COMPANY
|
||||
|
By:
|
/s/
Don Delmatoff
|
||||
|
Don Delmatoff
|
|||||
|
Vice
President of Finance & Administration, Chief Financial Officer, and
Secretary
|
|||||
Investor
Contact:
John
Mills
Senior
Managing Director
ICR
310.954.1105
Limoneira
Company Announces Second Quarter 2010 Financial Results
|
-
Second quarter revenue increased 70% to $13.2 million
–
|
|
-
Operating income grew 166% to $1.0 million, driven by operating
improvement in
agribusiness –
|
|
-
Achieved positive net income
–
|
Santa
Paula, CA., June 14, 2010 – Limoneira Company (NASDAQ: LMNR), a leading
agribusiness with prime agricultural land and operations, real estate and water
rights throughout California, today reported financial results for fiscal 2010
the second quarter and six-months ended April 30, 2010.
Fiscal
2010 Second Quarter
For the
second quarter of fiscal 2010, revenue increased 70% to $13.2 million from
revenue of $7.8 million in the second quarter last year. Both of the
Company’s main revenue sources—agriculture and rental—contributed to this
period-over-period revenue growth. Agriculture revenue was $12.2
million, compared to $6.8 million in the second quarter last
year. Rental revenue was $962,000 in the second quarter, up from
$955,000 in the second quarter last year.
The 80% year-over-year increase in
the Company’s agriculture revenue reflects higher revenue in all varieties of
our crops for the fiscal 2010 second quarter compared to the second quarter last
year. Revenue from lemon sales increased to $7.9 million in the
second quarter of fiscal 2010 from $5.3 million in the second quarter last year.
This increase resulted from a $6.00 per carton increase in sales price in the
2010 second quarter compared to the second quarter of 2009. Revenue from avocado
sales was $2.7 million in the second quarter of fiscal 2010 compared to $0.1
million in the second quarter last year. This increase was due to a higher
volume of fruit harvested in the second quarter of 2010 compared to the second
quarter of 2009. Navel and Valencia orange revenue was $0.8 million for the
second quarter of 2010 compared to $0.7 million for the second quarter last
year. Specialty citrus revenue was $0.8 million for the second
quarter of 2010 compared to $0.7 million for the second quarter last
year.
Costs and
expenses for the second quarter of fiscal 2010 were $12.2 million, compared to
$9.3 million in the second quarter last year. The increase was
primarily due to higher sales volume for the Company’s Agriculture
business. As a percent of revenues, cost and expenses
decreased due to higher agriculture margins and leverage achieved in
S,G&A.
Operating
income for the fiscal 2010 second quarter improved to $1.0 million, compared to
operating loss of $1.6 million in the second quarter last year.
For the
fiscal second quarter of 2010, net income applicable to common stock,
after preferred dividends and including a $564,000 non-cash
charge for the mark-to-market adjustment on our interest rate
swaps, was $47,000, or $0.00 per share, compared to net loss of
($990,000), or ($0.09) per share, in the second quarter last
year. Weighted average shares outstanding were 11.2 million in the
second quarter fiscal 2010, compared to 11.3 million in the second quarter last
year.
“We are
pleased with the progress of our business in the second quarter of fiscal 2010,”
said Harold Edwards, President and Chief Executive Officer. “Our
agribusiness revenue growth benefitted from more favorable harvests in all of
our agricultural varieties during the second quarter of 2010. In
addition, our improved operating income reflects higher lemon prices, more
efficient lemon packaging as well as leverage in our overall sales, general and
administrative cost. We expect continued quarterly improvement in our
operating results as we enter the back half of fiscal 2010.”
“In May,
we successfully listed our securities on the NASDAQ Global
Market. This event marked a major milestone in Limoneira’s long and
distinguished history and will allow us to enhance the long-term value of the
company, continued Mr. Edwards. “We will remain diligently focused on
improving our core agribusiness while taking advantage of opportunities to drive
top and bottom line growth by capitalizing on our extensive real estate and
water assets.”
Fiscal
2010 First Six-Months Results
For the
six-months ended April 30, 2010, revenue increased 54% to $19.6 million, from
$12.7 million for the same period last year. Operating loss for the
first six-months of fiscal 2010 was ($3.8 million), compared to an operating
loss of ($5.4 million) in the same period last year. Net loss for
common stock, after preferred dividends for the first six-months of fiscal 2010
was ($3.2 million), or ($0.28) per share, compared to a loss of ($3.1 million),
or ($0.28) per share, in the same period last year. The six-month weighted
average shares outstanding were approximately 11.2 million for both
periods.
About
Limoneira Company
Limoneira
Company, a 117-year old international agribusiness
headquartered in Santa Paula, California, has grown to become one of the premier
integrated agribusinesses in the world. Limoneira (pronounced lē
mon΄âra), is a
dedicated sustainability company with approximately 7,300 acres of rich
agricultural lands, real estate properties and water rights throughout
California. The Company is a leading producer of lemons, avocados, oranges, and
other specialty crops that are enjoyed throughout the world. For more
about Limoneira Company, visit www.limoneira.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking
statements are based on Limoneira’s current expectations about future events and
can be identified by terms such as “expect,” “may,” “anticipate,” “intend,”
“should be,” “will be,” “is likely to,” “strive to,” and similar expressions
referring to future periods.
Limoneira
believes the expectations reflected in the forward-looking statements are
reasonable but cannot guarantee future results, level of activity, performance
or achievements. Actual results may differ materially from
those expressed or implied in the forward-looking
statements. Therefore, Limoneira cautions you against relying on any
of these forward-looking statements. Factors which may cause future outcomes to
differ materially from those foreseen in forward-looking statements include, but
are not limited to: changes in laws, regulations, rules, quotas,
tariffs, and import laws; weather conditions that affect production,
transportation, storage, import and export of fresh product; increased pressure
from disease, insects and other pests; disruption of water supplies or changes
in water allocations; pricing and supply of raw materials and products; market
responses to industry volume pressures; pricing and supply of energy; changes in
interest and currency exchange rates; availability of financing for land
development activities; political changes and economic crises; international
conflict; acts of terrorism; labor disruptions, strikes or work stoppages; loss
of important intellectual property rights; inability to pay debt obligations;
inability to engage in certain transactions due to restrictive covenants in debt
instruments; government restrictions on land use; increased costs from becoming
a public company; and market and pricing risks due to concentrated ownership of
stock. Other risks and uncertainties include those that are described
in Limoneira’s SEC filings, which are available on the SEC’s website at http://www.sec.gov. Limoneira
undertakes no obligation to subsequently update or revise the forward-looking
statements made in this press release, except as required by law.
|
Limoneira
Company
|
|||||||
|
Consolidated
Condensed Statements of Operations
(unaudited)
|
|||||||
|
Three months
ended
|
Six months
ended
|
|||||||||||||||
|
April
30
|
April
30
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Agriculture
|
$ | 12,202,000 | $ | 6,797,000 | $ | 17,474,000 | $ | 10,802,000 | ||||||||
|
Rental
|
962,000 | 955,000 | 1,917,000 | 1,866,000 | ||||||||||||
|
Other
|
45,000 | 8,000 | 180,000 | 8,000 | ||||||||||||
|
Total
revenues
|
13,209,000 | 7,760,000 | 19,571,000 | 12,676,000 | ||||||||||||
|
Costs and
expenses:
|
||||||||||||||||
|
Agriculture
|
8,791,000 | 6,995,000 | 15,684,000 | 13,633,000 | ||||||||||||
|
Rental
|
584,000 | 480,000 | 1,091,000 | 1,061,000 | ||||||||||||
|
Other
|
396,000 | 58,000 | 723,000 | 141,000 | ||||||||||||
|
Selling, general, and
administrative
|
2,413,000 | 1,784,000 | 5,829,000 | 3,262,000 | ||||||||||||
|
Loss on sale of
assets
|
- | 3,000 | - | 3,000 | ||||||||||||
|
Total cost and
expenses
|
12,184,000 | 9,320,000 | 23,327,000 | 18,100,000 | ||||||||||||
|
Operating income
(loss)
|
1,025,000 | (1,560,000 | ) | (3,756,000 | ) | (5,424,000 | ) | |||||||||
|
Other income
(expense):
|
||||||||||||||||
|
Other
|
||||||||||||||||
|
Other income (expense),
net
|
1,000 | (22,000 | ) | 364,000 | 314,000 | |||||||||||
|
Interest
income
|
29,000 | 86,000 | 58,000 | 123,000 | ||||||||||||
|
Interest
expense
|
(955,000 | ) | (88,000 | ) | (1,383,000 | ) | (301,000 | ) | ||||||||
|
Total other income
(expense)
|
(925,000 | ) | (24,000 | ) | (961,000 | ) | 136,000 | |||||||||
|
Income (loss) from continuing
operations before income
|
||||||||||||||||
|
tax (provision) benefit and equity
in investments
|
100,000 | (1,584,000 | ) | (4,717,000 | ) | (5,288,000 | ) | |||||||||
|
Income tax (provision)
benefit
|
(48,000 | ) | 739,000 | 1,661,000 | 2,391,000 | |||||||||||
|
Equity in earnings (losses) of
investments
|
64,000 | (75,000 | ) | 48,000 | (99,000 | ) | ||||||||||
|
Income (loss) from continuing
operations
|
116,000 | (920,000 | ) | (3,008,000 | ) | (2,996,000 | ) | |||||||||
|
Loss from discontinued operations,
net of income taxes
|
(4,000 | ) | (5,000 | ) | (12,000 | ) | (6,000 | ) | ||||||||
|
Net income
(loss)
|
112,000 | (925,000 | ) | (3,020,000 | ) | (3,002,000 | ) | |||||||||
|
Preferred
dividends
|
(65,000 | ) | (65,000 | ) | (131,000 | ) | (131,000 | ) | ||||||||
|
Net income (loss) applicable to
common stock
|
$ | 47,000 | $ | (990,000 | ) | $ | (3,151,000 | ) | $ | (3,133,000 | ) | |||||
|
Per common
share-basic:
|
||||||||||||||||
|
Continuing
operations
|
0.00 | (0.09 | ) | (0.28 | ) | (0.28 | ) | |||||||||
|
Discontinued
operations
|
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
|
Basic net income (loss) per
share
|
$ | 0.00 | $ | (0.09 | ) | $ | (0.28 | ) | $ | (0.28 | ) | |||||
|
Per common
share-diluted:
|
||||||||||||||||
|
Continuing
operations
|
0.00 | (0.09 | ) | (0.28 | ) | (0.28 | ) | |||||||||
|
Discontinued
operations
|
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
|
Diluted net income (loss) per
share
|
$ | 0.00 | $ | (0.09 | ) | $ | (0.28 | ) | $ | (0.28 | ) | |||||
|
Dividends per common
share
|
$ | 0.03 | $ | - | $ | 0.06 | $ | 0.03 | ||||||||
|
Weighted-average shares
outstanding – basic
|
11,194,000 | 11,263,000 | 11,194,000 | 11,224,000 | ||||||||||||
|
Weighted-average shares
outstanding – diluted
|
11,194,000 | 11,263,000 | 11,194,000 | 11,247,000 | ||||||||||||
|
Limoneira
Company
|
||||||||
|
Consolidated
Condensed Balance Sheets (unaudited)
|
||||||||
|
April 30
|
October 31
|
|||||||
|
2010
|
2009
|
|||||||
|
Assets
|
||||||||
|
Current
assets:
|
||||||||
|
Cash and cash
equivalents
|
$ | 11,000 | $ | 603,000 | ||||
|
Accounts
receivable
|
6,981,000 | 3,735,000 | ||||||
|
Notes receivable – related
parties
|
- | 1,519,000 | ||||||
|
Inventoried cultural
costs
|
529,000 | 858,000 | ||||||
|
Prepaid expenses and other current
assets
|
1,618,000 | 894,000 | ||||||
|
Income taxes
receivable
|
1,669,000 | - | ||||||
|
Current assets of discontinued
operations
|
5,000 | 9,000 | ||||||
|
Total current
assets
|
10,813,000 | 7,618,000 | ||||||
|
Property, plant, and equipment,
net
|
53,964,000 | 53,817,000 | ||||||
|
Real estate
development
|
64,531,000 | 53,125,000 | ||||||
|
Assets held for
sale
|
6,774,000 | 6,774,000 | ||||||
|
Equity in
investments
|
8,834,000 | 1,635,000 | ||||||
|
Investment in Calavo Growers,
Inc.
|
11,531,000 | 11,870,000 | ||||||
|
Notes receivable-related
parties
|
94,000 | 284,000 | ||||||
|
Notes
receivable
|
2,109,000 | 2,000,000 | ||||||
|
Other
assets
|
4,471,000 | 4,307,000 | ||||||
|
Noncurrent assets of discontinued
operations
|
438,000 | 438,000 | ||||||
|
Total
assets
|
$ | 163,559,000 | $ | 141,868,000 | ||||
|
Liabilities and stockholders’
equity
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable
|
$ | 1,048,000 | $ | 970,000 | ||||
|
Growers
payable
|
2,616,000 | 988,000 | ||||||
|
Accrued
liabilities
|
2,947,000 | 2,764,000 | ||||||
|
Current portion of long-term
debt
|
613,000 | 465,000 | ||||||
|
Current liabilities of
discontinued operations
|
- | 2,000 | ||||||
|
Total current
liabilities
|
7,224,000 | 5,189,000 | ||||||
|
Long-term
liabilities:
|
||||||||
|
Long-term debt, less current
portion
|
95,609,000 | 69,251,000 | ||||||
|
Deferred income
taxes
|
8,469,000 | 8,764,000 | ||||||
|
Other long-term
liabilities
|
5,172,000 | 6,903,000 | ||||||
|
Total long-term
liabilities
|
109,250,000 | 84,918,000 | ||||||
|
Commitments and
contingencies
|
||||||||
|
Stockholders’
equity:
|
||||||||
|
Series B Convertible Preferred
Stock – $100.00 par value (50,000 shares
|
||||||||
|
authorized: 30,000 shares issued
and outstanding at April 30, 2010
|
||||||||
|
and October 31, 2009) (8.75%
coupon rate)
|
3,000,000 | 3,000,000 | ||||||
|
Series A Junior Participating
Preferred Stock – $.01 par value (50,000 shares
|
||||||||
|
authorized: 0 issued or
outstanding at April 30, 2010 and October 31, 2009)
|
- | - | ||||||
|
Common Stock – $.01 par value
(19,900,000 shares authorized:
|
||||||||
|
11,194,460 and 11,262,880 shares
issued and outstanding at April 30,
|
||||||||
|
2010 and October 31, 2009,
respectively)
|
112,000 | 113,000 | ||||||
|
Additional paid-in
capital
|
33,817,000 | 34,718,000 | ||||||
|
Retained
earnings
|
12,534,000 | 16,386,000 | ||||||
|
Accumulated other comprehensive
loss
|
(2,378,000 | ) | (2,456,000 | ) | ||||
|
Total stockholders’
equity
|
47,085,000 | 51,761,000 | ||||||
|
Total liabilities and
stockholders’ equity
|
$ | 163,559,000 | $ | 141,868,000 | ||||