What the changes say
- Limoneira is transitioning citrus sales and marketing to Sunkist Growers beginning November 1, 2025.
- California minimum wage is scheduled to rise to $16.90 per hour on January 1, 2026.
- Lenders have deferred the annual debt service coverage ratio measurement for October 31, 2025.
What changed since the prior 10-K
New
- NewRisks Related to Our Agribusiness Operations
Our decision to merge our citrus sales and marketing operations into Sunkist Growers, Inc. beginning November 1, 2025 may not be successful
Merging our citrus sales and marketing operations into Sunkist Growers beginning November 1, 2025 may reduce our control over lemon sales and lead to decreased revenue if Sunkist's marketing or brand reputation falters.
- NewRisks Related to Our Real Estate Development Operations
Many companies compete in our different businesses. We face strong competition from these and other companies in all our product lines
We face strong competition across all product lines from competitors with greater operating flexibility, while our own debt levels could impair our ability to compete effectively.
Dropped
- DroppedRisks Related to Our Business Approach
We cannot assure you that our evaluation of potential strategic alternatives to enhance value for stockholders will be successful; and there may be negative impacts on our business and stock price as a result of the process of exploring strategic alternatives
Exploring strategic alternatives to enhance stockholder value.
- DroppedRisks Related to Our Business Approach
The attention of management and our Board could be diverted from our core business operations. We have diverted capital and other resources to the process that otherwise could have been used in our business operations, and we will continue to do so until the process is completed
Management distraction and expenses from exploring strategic alternatives.
- DroppedRisks Related to Our Agribusiness Operations
Our strategy of marketing and selling our lemons directly to our food service, wholesale and retail customers may not continue to be successful
- DroppedRisks Related to Our Agribusiness Operations
Our strategy to expand international supply and marketing may not be successful and may subject us to risks associated with doing business in corrupt environments
- DroppedRisks Related to Our Real Estate Development Operations
Our business is highly competitive, and we cannot assure you that we will maintain our current market share
Reworded
- 38% rewrittenRisks Related to Our Indebtedness
Restrictive covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions, which could adversely restrict our financial and operating flexibility and subject us to other risks
Updated to reflect that in September 2025, the Lender modified the annual debt service coverage ratio covenant to defer measurement as of October 31, 2025.
- 37% rewrittenRisks Related to Our Agribusiness Operations
The lack of sufficient water would severely impact our ability to produce crops or develop real estate
Retained prior year risk text regarding water scarcity in Ventura and San Luis Obispo Counties without substantive changes.
- 23% rewrittenRisks Related to Our Agribusiness Operations
Increases in labor, personnel and benefits costs could adversely affect our operating results
Updated the California minimum wage rate increase to $16.90 per hour effective January 1, 2026.
- 23% rewrittenRisks Related to Our Real Estate Development Operations
We may encounter other risks that could impact our ability to develop our land
Added a risk factor regarding high competition and market share maintenance to the end of the land development risk.
- 21% rewrittenRisks Related to Our Indebtedness
Some of our debt is based on variable rates of interest, which could result in higher interest expenses in the event of an increase in the interest rates
Removed the reference to LIBOR conversion dates regarding the AgWest Farm Credit Facility interest rate.
- 21% rewrittenRisks Related to Our Real Estate Development Operations
Higher interest rates and lack of available financing can have significant impacts on the real estate industry
Added commentary regarding Federal Reserve rate cuts in 2025 and 2024 and potential economic downturn impacts on housing demand.
- 20% rewrittenRisks Related to Our Real Estate Development Operations
Currency exchange fluctuation may impact the results of our operations
Minor grammatical wording change from We distribute our products to Our products are distributed.
- 20% rewrittenRisks Related to Our Agribusiness Operations
Events or rumors relating to LIMONEIRA or our other trademarks and related brands or Sunkist could significantly impact our business
Added Sunkist to the list of trademark and brand names associated with our food products.
Was: Events or rumors relating to LIMONEIRA or our other trademarks and related brands could significantly impact our business
All 46 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Agribusiness Operations
- 01Our decision to merge our citrus sales and marketing operations into Sunkist Growers, Inc. beginning November 1, 2025 may not be successfulNew
- 02Adverse weather conditions, natural disasters, including earthquakes and wildfires, and other natural conditions, including the effects of climate change, could impose significant costs and losses on our business
- 03All of our crops are subject to damage from frosts and freezes, and this has happened periodically in the past. In some cases, the fruit is damaged or ruined; in the case of extended periods of cold, the trees can also be damaged or killed
- 04Fresh produce is vulnerable to crop disease and to pests (e.g., Mediterranean Fruit Fly and the Asian Citrus Psyllid (“ACP”)), which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and climatic conditions
- 05Our earnings are sensitive to fluctuations in market supply and prices and demand for our products
- 06Our earnings may be subject to seasonal variability
- 07Increases in commodity or raw product costs, such as fuel and paper, could adversely affect our operating results
- 08Increases in labor, personnel and benefits costs could adversely affect our operating results23% rewritten
- 09Changes in immigration laws could impact the ability of Limoneira to harvest its crops
- 10The lack of sufficient water would severely impact our ability to produce crops or develop real estate37% rewritten
- 11The use of herbicides, pesticides and other potentially hazardous substances in our operations may lead to environmental damage and result in increased costs to us
- 12Environmental and other regulation of our business, including potential climate change regulation, could adversely impact us by increasing our production cost or restricting our ability to import certain products into the United States
- 13A global economic downturn may have an adverse impact on participants in our industry, which cannot be fully predicted
- 14We are subject to the risk of product contamination and product liability claims
- 15We are subject to transportation risks
- 16Events or rumors relating to LIMONEIRA or our other trademarks and related brands or Sunkist could significantly impact our business20% rewritten
- 17Government regulation could increase our production costs and increase legal and regulatory expenses
- 18We depend on our infrastructure to have sufficient capacity to handle our annual lemon production needs
Risks Related to Our Indebtedness
- 19We may be unable to generate sufficient cash flow to service our debt obligations
- 20Restrictive covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions, which could adversely restrict our financial and operating flexibility and subject us to other risks38% rewritten
- 21Subject to the restrictions in our credit facilities, we may incur significant additional indebtedness. If new debt is added to our current debt levels, the related risks that we now face could increase
- 22Some of our debt is based on variable rates of interest, which could result in higher interest expenses in the event of an increase in the interest rates21% rewritten
- 23Global capital and credit market issues affect our liquidity, increase our borrowing costs and may affect the operations of our suppliers and customers
Risks Related to Our Real Estate Development Operations
- 24We are involved in a cyclical industry and are affected by changes in general and local economic conditions
- 25A recession in the global economy, or a downturn in national or regional economic conditions, could adversely impact our real estate development business
- 26Higher interest rates and lack of available financing can have significant impacts on the real estate industry21% rewritten
- 27We are subject to various land use regulations and require governmental approvals for our developments that could be denied
- 28Third-party litigation could increase the time and cost of our real estate development efforts
- 29We are subject to environmental regulations and opposition from environmental groups that could cause delays and increase the costs of our real estate development efforts or preclude such development entirely
- 30Our real estate development projects are concentrated entirely in California
- 31If the real estate industry weakens or instability of the mortgage industry and commercial real estate financing exists, it could have an adverse effect on our real estate activities
- 32We rely on contractual arrangements with third-party advisors to assist us in carrying out our real estate development projects and are subject to risks associated with such arrangements
- 33If we are unable to complete land development projects within forecasted time and budget expectations, if at all, our financial results may be negatively affected
- 34If we are unable to obtain required land use entitlements at reasonable costs, or at all, our operating results would be adversely affected
- 35We could experience a reduction in net income or reduced cash flows if we are unable to obtain reasonably priced financing to support our real estate development projects and land development activities
- 36We may encounter other risks that could impact our ability to develop our land23% rewritten
- 37Many companies compete in our different businesses. We face strong competition from these and other companies in all our product linesNew
- 38Currency exchange fluctuation may impact the results of our operations20% rewritten
- 39We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our prospects
- 40Inflation can have a significant adverse effect on our operations
- 41System security risks, data protection breaches, cyber-attacks and systems integration issues could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price
- 42The acquisition of other businesses could pose risks to our operating income
- 43The value of our common stock could be volatile
- 44Concentrated ownership of our common stock creates a risk of sudden change in our share price
- 45Our charter documents contain provisions that may delay, defer or prevent a change of control
- 46We incur increased costs as a result of being a publicly traded company
Other Limoneira 10-Ks
- FY2024 10-K risk factors49 risks
Limoneira faces severe agricultural risks from climate change, weather, pests like ACP, and water scarcity in California. The company is actively exploring strategic alternatives including potential sale or merger. Real estate development projects in California carry high regulatory, entitlement, and financing risks.
Filed Dec 23, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.