Limoneira CO - Quarter Report: 2012 July (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2012

OR

FOR THE TRANSITION PERIOD FROM              TO             

Commission File Number: 001-34755

Limoneira Company

(Exact name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (805) 525-5541

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

As of August 31, 2012, there were 11,202,910 shares outstanding of the registrant’s common stock.

LIMONEIRA COMPANY

TABLE OF CONTENTS

Cautionary Note on Forward-Looking Statements

This Quarterly Report on Form 10-Q contains both historical and forward-looking statements. Forward-looking statements in this 10-Q are subject to a number of risks and uncertainties, some of which are beyond the Company’s control. The potential risks and uncertainties that could cause our actual financial condition, results of operations and future performance to differ materially from those expressed or implied include:

The Company’s actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which the Company is not currently aware or which the Company currently deems immaterial could also cause the Company’s actual results to differ, including those discussed in the section entitled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended October 31, 2011. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update these forward-looking statements, even if our situation changes in the future.

The terms the “Company,” “we,” “our” and “us” as used throughout this Quarterly Report on Form 10-Q refer to Limoneira Company and its consolidated subsidiaries, unless otherwise indicated.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Limoneira Company

Consolidated Balance Sheets (unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Limoneira Company 

Consolidated Statements of Operations (unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Limoneira Company

Consolidated Statements of Comprehensive Income (unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Limoneira Company

Consolidated Statements of Cash Flows (unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Limoneira Company

Consolidated Statements of Cash Flows (unaudited) (continued)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Limoneira Company

Consolidated Financial Statements (unaudited)

Preface

The preparation of the unaudited interim consolidated financial statements requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities, revenue and expenses and certain financial statement disclosures. Actual results may differ from these estimates.

The unaudited interim consolidated financial statements for the three and nine months ended July 31, 2012 and 2011 and balance sheet as of July 31, 2012 included herein have not been audited by an independent registered public accounting firm, but in management’s opinion, all adjustments (consisting of normal recurring adjustments) necessary to make a fair statement of the financial position at July 31, 2012 and the results of operations and the cash flows for the periods presented herein have been made. The results of operations for the three and nine months ended July 31, 2012 are not necessarily indicative of the operating results expected for the full fiscal year.

The consolidated balance sheet at October 31, 2011 included herein has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Although we believe the disclosures made are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules or regulations. These unaudited interim consolidated financial statements should be read in conjunction with the October 31, 2011 consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended October 31, 2011.

Limoneira Company

Notes to Consolidated Financial Statements (unaudited)

1. Business

Limoneira Company, a Delaware corporation (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 housing and other rental operations and real estate development activities.

The Company markets and sells lemons directly to foodservice, wholesale and retail customers throughout the United States, Canada, Asia 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 NASDAQ under the symbol CVGW. Calavo’s customers include many of the largest retail and foodservice companies in the United States and Canada. The Company’s avocados are packed by Calavo, sold and distributed under Calavo brands to its customers primarily in the United States and Canada.

The unaudited interim 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 unaudited interim consolidated financial statements represent the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of cash flows of the Company and its wholly-owned subsidiaries. The Company’s subsidiaries include: Limoneira Land Company, Limoneira Company International Division, LLC, Limoneira Mercantile, LLC, Windfall Investors, LLC and Templeton Santa Barbara, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. The Company considers the criteria established under the Financial Accounting Standards Board – Accounting Standards Code (“FASB ASC”) 810, Consolidations, and the effect of variable interest entities, in its consolidation process. These unaudited consolidated financial statements should be read in conjunction with the notes thereto included in this quarterly report.

2. Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

FASB ASU 2011-04, Fair Value Measurement (Topic 820).

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, which amends FASB ASC 820, Fair Value Measurement. The amended guidance changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. The guidance provided in ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. The Company’s adoption of these provisions in the third quarter of fiscal year 2012 did not have a material impact on the Company’s financial statements.

Recent Accounting Pronouncements

FASB ASU 2011-05, Comprehensive Income (Topic 220).

In June 2011, the FASB issued guidance regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new standard also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The updated guidance is effective on a retrospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011.

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

2. Summary of Significant Accounting Policies (continued)

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220), to defer the effective date for those aspects of ASU 2011-05 relating to the presentation of reclassification adjustments out of accumulated other comprehensive income. The adoption of this standard will only impact the presentation of the Company’s consolidated financial statements and will have no impact on the reported results of operations.

3. Fair Value Measurements

Under the FASB ASC 820, Fair Value Measurement and Disclosures, a fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

The following table sets forth the Company’s financial assets and liabilities as of July 31, 2012, that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:

Available-for-sale securities consist of marketable securities in Calavo common stock. The Company currently owns approximately 4.5% of Calavo’s outstanding common stock. These securities are measured at fair value by quoted market prices. Calavo’s stock price at July 31, 2012 was $26.98 per share.

Derivative instruments consist of interest rate swaps, the fair values of which are estimated using industry-standard valuation models. Such models project future cash flows and discount the future amounts to a present value using market-based observable inputs. The fair values of the interest rate swaps are included in current liabilities and other long-term liabilities in the consolidated balance sheet at July 31, 2012.

4. Accounts Receivable

The Company grants credit in the course of its operations to customers, 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 certain other factors. At July 31, 2012 and October 31, 2011, the allowances totaled $119,000 and $65,000, respectively.

5. Concentrations

Sales to a customer for lemons were 8% and 10% of total revenues in the three and nine months ended July 31, 2012, respectively. The Company sells all of its avocado production to Calavo. Lemons procured from third-party growers were 25% and 44%, of lemon supply in the three and nine months ended July 31, 2012, respectively, of which one third party-grower was 1% and 14% of lemon supply in the three and nine months ended July 31, 2012, respectively.

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

6. Real Estate Development Assets

Real estate development assets consist of the following:

East Areas 1 and 2

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. During the three months ended July 31, 2012 and 2011, the Company capitalized $832,000 and $945,000, respectively, of costs related to these projects. During the nine months ended July 31, 2012 and 2011, the Company capitalized $2,147,000 and $2,943,000, respectively, of costs related to these projects. Additionally, in relation to these projects, the Company has incurred net expenses of $16,000 and $14,000 in the three months ended July 31, 2012 and 2011, respectively, and $55,000 and $70,000 in the nine months ended July 31, 2012 and 2011, respectively.

Templeton Santa Barbara, LLC

The four real estate development parcels within the Templeton Santa Barbara, LLC project are described as Centennial Square (“Centennial”), The Terraces at Pacific Crest (“Pacific Crest”), Sevilla and East Ridge.

In February 2010, the Company and HM Manager, LLC formed a limited liability company, HM East Ridge, LLC (“East Ridge”), for the purpose of developing the East Ridge parcel. The Company’s initial capital contribution into East Ridge was the land parcel with a net carrying value of $7,207,000. The Company made cash contributions of zero to East Ridge during each of the three month periods ended July 31, 2012 and 2011 and $88,000 during each of the nine month periods ended July 31, 2012 and 2011. Since the Company has significant influence over, but less than a controlling interest in East Ridge, the Company is accounting for its investment in East Ridge using the equity method of accounting and the investment is included in equity in investments in the Company’s consolidated balance sheets.

In December 2011, the Company resumed real estate development activities on Centennial, Pacific Crest and Sevilla after a period of being idle. During the three months ended July 31, 2012 and 2011, the Company capitalized $298,000 and zero, respectively, of costs related to these real estate parcels. During the nine months ended July 31, 2012 and 2011, the Company capitalized $804,000 and zero, respectively, of costs related to these real estate parcels. Additionally, in relation to these parcels, the Company incurred net incidental income of $3,000 and net expenses of $62,000 in the three months ended July 31, 2012 and 2011, respectively and net expenses of $13,000 and $179,000 in the nine months ended July 31, 2012 and 2011, respectively.

The net carrying values of Centennial, Pacific Crest and Sevilla at July 31, 2012 were $2,719,000, $3,044,000 and $4,366,000, respectively, and at October 31, 2011 were $2,433,000, $2,800,000 and $4,092,000, respectively.

Windfall Investors, LLC

On November 15, 2009, the Company acquired Windfall Investors, LLC, comprised of $17,699,000 of total assets which included $16,842,000 of real estate development assets. During the three months ended July 31, 2012 and 2011, the Company capitalized $247,000 and $360,000, respectively, of costs related to this real estate development project. During the nine months ended July 31, 2012 and 2011, the Company capitalized $649,000 and $890,000, respectively, of costs related to this real estate development project. In March 2012, Windfall Investors, LLC received $428,000 of insurance proceeds for wind damage to roofs, reducing the capitalized costs of this project. Repairs commenced in May 2012 and were approximately 80% complete at July 31, 2012. Additionally, in relation to this project, the Company has incurred net expenses of $175,000 and $216,000, in the three months ended July 31, 2012 and 2011, respectively, and $524,000 and $586,000 in the nine months ended July 31, 2012 and 2011, respectively.

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

7. Investment in Calavo Growers, Inc.

In June 2005, the Company entered into a stock purchase agreement with Calavo. Pursuant to this agreement, the Company purchased 1,000,000 shares, or approximately 6.9%, of Calavo’s common stock for $10,000,000 and Calavo purchased 172,857 shares, or approximately 15.1%, of the Company’s common stock for $23,450,000. Under the terms of the agreement, the Company received net cash consideration of $13,450,000.

In fiscal year 2009, the Company sold 335,000 shares of Calavo stock for a total of $6,079,000, recognizing a gain of $2,729,000. The Company has classified its marketable securities investment as available-for-sale. Additionally, changes in the fair value of the available-for-sale securities result in unrealized holding gains or losses for the remaining shares held by the Company. The Company recorded unrealized holding losses of $1,130,000 ($680,000 net of tax) and $219,000 ($132,000 net of tax), during the three months ended July 31, 2012 and 2011, respectively. The Company recorded unrealized holding gains (losses) of $2,933,000 ($1,766,000 net of tax) and ($818,000) (($494,000) net of tax), during the nine months ended July 31, 2012 and 2011, respectively.

8. Notes Receivable

In connection with the Company’s stock grant program, the Company has recorded total notes receivable and accrued interest from certain related parties of $57,000 and $92,000 at July 31, 2012 and October 31, 2011, respectively.

9. Other Assets

Other assets consist of the following:

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

10. Long-Term Debt

Long-term debt is comprised of the following:

In November 2011, the Company entered into a Second Amendment to Amended and Restated Line of Credit Agreement dated as of December 15, 2008, between the Company and Rabobank in order to (i) increase the revolving line of credit from $80,000,000 to the lesser of $100,000,000 or 60% of the appraised value of any real estate pledged as collateral, which was $87,000,000 at July 31, 2012, (ii) amend the interest rate such that the line of credit bears interest equal to LIBOR plus 1.80% effective July 1, 2013 and (iii) extend the maturity date from June 30, 2013 to June 30, 2018. The Company is subject to an annual financial covenant and certain other restrictions measured at its fiscal year end.

On May 1, 2012, the Company entered into a new non-revolving line of credit facility with Farm Credit West (the “New Loan Agreement”), replacing the existing non-revolving line of credit. The terms of the New Loan Agreement are substantially similar to the existing line of credit including a commitment of $13,000,000 and monthly interest only payments at a variable rate, which was 3.50% as of July 31, 2012. The New Loan Agreement extends the maturity date from May 2013 until May 2018, removes Windfall Farms, LLC as a borrower under the agreement and requires the Company remit to Farm Credit West special principal payments of a minimum of $175,000 per lot sold on the Windfall Investors, LLC real estate development project.

Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress. The Company capitalized interest of $746,000 and $625,000 during the three months ended July 31, 2012 and 2011, respectively and $2,118,000 and $1,773,000 during the nine months ended July 31, 2012 and 2011, respectively. Capitalized interest is included in property, plant and equipment and real estate development assets in the Company’s consolidated balance sheets.

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

11. Derivative Instruments and Hedging Activities

The Company enters into interest rate swaps to minimize the risks and costs associated with its financing activities. Derivative financial instruments are as follows:

In April 2010, the Company cancelled two interest rate swaps with notional amounts of $10,000,000 each and amended the remaining interest rate swap from a notional amount of $22,000,000 to a notional amount of $42,000,000. This remaining interest rate swap was also amended to a pay-fixed rate of 3.63%, which is 62 basis points lower than the original pay-fixed rate. The receive floating-rate and maturity date of the amended interest rate swap remain unchanged. The Company did not incur any out-of-pocket fees related to the cancellation or amendment of these interest rate swaps.

These interest rate swaps previously qualified as cash flow hedges and were accounted for as hedges under the short-cut method. On the amendment date of the swap agreements, the fair value liability and the related accumulated other comprehensive loss balance was $2,015,000. The accumulated other comprehensive loss balance is being amortized and included in interest income (expense) from derivative instruments over the remaining period of the original swap agreements. Amortization for each of the three month periods ended July 31, 2012 and 2011 was $135,000. Amortization for the nine month periods ended July 31, 2012 and 2011 was $405,000 and $425,000, respectively. The remaining accumulated other comprehensive loss balance is $497,000, net of amortization of $1,518,000 at July 31, 2012.

As a result of the re-negotiated terms of the derivatives above, the remaining interest rate swap with a notional amount of $42,000,000 no longer qualified for hedge accounting as of April 30, 2010. Therefore, mark to market adjustments to the underlying fair value liability are being recorded in interest income (expense) from derivative instruments and the liability balance is recorded in current liabilities at July 31, 2012 and other long-term liabilities at October 31, 2011 in the Company’s consolidated balance sheets. The mark to market adjustments recognized by the Company during the three month periods ended July 31, 2012 and 2011 resulted in non-cash interest income of $307,000 and $48,000, respectively. The mark to market adjustments recognized by the Company during the nine month periods ended July 31, 2012 and 2011 resulted in non-cash interest income of $932,000 and $853,000, respectively.

In November 2011, the Company entered into a forward interest rate swap agreement with Rabobank International, Utrecht to fix the interest rate at 4.30% on $40,000,000 of its outstanding borrowings under the Rabobank line of credit beginning July 2013 until June 2018. This interest rate swap qualifies as a cash flow hedge and is accounted for as a hedge under the short-cut method. Therefore, the fair value adjustments to the underlying debt are deferred and included in accumulated other comprehensive income (loss) and the liability is recorded in other long-term liabilities in the Company’s consolidated balance sheet at July 31, 2012.

12. Basic and Diluted Net Income per Share

Basic net 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 stock-based compensation. Diluted net income per common share is calculated using the weighted-average number of common shares outstanding plus the dilutive effect of stock-based compensation calculated using the treasury stock method. Diluted weighted-average shares were zero for each of the three month periods ended July 31, 2012 and 2011 and zero and 4,000 for the nine month periods ended July 31, 2012 and 2011, respectively. The Series B convertible preferred shares are anti-dilutive.

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

13. Related-Party Transactions

The Company rents certain of its residential housing assets to employees on a month-to-month basis. The Company recorded $121,000 and $119,000 of rental income from employees in the three months ended July 31, 2012 and 2011, respectively. The Company recorded $387,000 and $381,000 of rental income from employees in the nine months ended July 31, 2012 and 2011, respectively. Such amounts are included in rental revenues in the Company’s consolidated statements of operations. There were no rental payments due from employees at July 31, 2012 and October 31, 2011.

The Company has representation on the boards of directors of the mutual water companies in which the Company has investments. The Company recorded capital contributions and purchased water and water delivery services from such mutual water companies, in aggregate, of $137,000 and $131,000 in the three months ended July 31, 2012 and 2011, respectively. The Company recorded capital contributions and purchased water and water delivery services from such mutual water companies, in aggregate, of $794,000 and $531,000 in the nine months ended July 31, 2012 and 2011, respectively. Such amounts are included in other assets and agribusiness costs and expenses in the Company’s consolidated balance sheets and statements of operations. Payments due to the mutual water companies were, in aggregate, $57,000 and $25,000 at July 31, 2012 and October 31, 2011, respectively, which is recorded in accounts payable in the Company’s consolidated balance sheets.

The Company has a presence on the board of directors of a non-profit cooperative association that provides pest control services for the agricultural industry. The Company purchased services and supplies of $416,000 and $474,000 from the association in the three months ended July 31, 2012 and 2011, respectively. The Company purchased services and supplies of $902,000 and $839,000 from the association in the nine months ended July 31, 2012 and 2011, respectively. Such amounts are included in agribusiness costs and expenses in the Company’s consolidated statements of operations. Payments due to the association were $112,000 and $37,000 at July 31, 2012 and October 31, 2011, respectively, which is recorded in accounts payable in the Company’s consolidated balance sheets.

The Company recorded dividend income of $366,000 in each of the nine month periods ended July 31, 2012 and 2011, respectively, on its investment in Calavo, which is included in other income, net in the Company’s consolidated statements of operations. The Company recognized $5,530,000 and $6,299,000 of avocado sales to Calavo for the three months ended July 31, 2012 and 2011, respectively. The Company recognized $6,255,000 and $6,674,000 of avocado sales to Calavo for the nine months ended July 31, 2012 and 2011, respectively. Such amounts are included in agribusiness revenues in the Company’s consolidated statements of operations. Additionally, the Company leases office space to Calavo and received rental income of $67,000 and $65,000 in the three months ended July 31, 2012 and 2011, respectively. The Company received rental income from Calavo of $198,000 and $187,000 in the nine months ended July 31, 2012 and 2011, respectively. Such amounts are included in rental revenues in the Company’s consolidated statements of operations. Amounts due from Calavo were $2,000,000 and zero at July 31, 2012 and October 31, 2011, respectively, which is recorded in accounts receivable in the Company’s consolidated balance sheets.

Certain members of the Company’s Board of Directors market lemons through the Company pursuant to its customary marketing agreements. During the three months ended July 31, 2012 and 2011, the aggregate amount of lemons procured from entities owned or controlled by members of the Board of Directors was $618,000 and $715,000, respectively, During the nine months ended July 31, 2012 and 2011, the aggregate amount was $1,091,000 and $1,056,000, respectively. Such amounts are included in agribusiness costs and expenses in the Company’s consolidated statements of operations. Payments due to these Board members were $421,000 and $125,000 at July 31, 2012 and October 31, 2011, respectively, which is recorded in growers payable in the Company’s consolidated balance sheets.

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

14. Income Taxes

The Company’s projected annual effective tax rate for fiscal year 2012 is approximately 33.7%. As such, a 34.9% effective tax rate, after certain discrete items, was utilized by the Company for the third quarter of fiscal year 2012 to calculate its income tax provision.

There are no uncertain tax positions as of July 31, 2012 and there has been no material change to the Company’s uncertain tax position for the three and nine month periods ended July 31, 2012. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. The Company has not accrued any interest and penalties associated with uncertain tax positions as of July 31, 2012 and October 31, 2011.

15. Retirement Plans

The Limoneira Company Retirement Plan (the “Plan”) is a noncontributory, defined benefit, single employer pension plan, which provides retirement benefits for all eligible employees of the Company. Benefits paid by the Plan are calculated based on years of service, highest five-year average earnings, primary Social Security benefit and retirement age. Effective June 2004, the Company froze the Plan and no additional benefits accrued to participants subsequent to that date. The Plan is administered by City National Bank and Mercer Human Resource Consulting.

The Plan is funded consistent with the funding requirements of federal law and regulations. There were funding contributions of $159,000 and $107,000 during the three month periods ended July 31, 2012 and 2011, respectively, and $425,000 and $228,000 during the nine month periods ended July 31, 2012 and 2011, respectively. 

The net periodic pension costs for the Plan for the three months ended July 31 were as follows:

The net periodic pension costs for the Plan for the nine months ended July 31 were as follows:

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

16. Other Long-term Liabilities

Other long-term liabilities consist of the following:

17. Stockholders’ Equity

As of July 31, 2012, there are 7,810 shares of common stock issued to employees in connection with a discontinued stock option plan. Such shares are subject to repurchase by the Company and constitute a liability due to the repurchase obligation. Reductions of stock-based compensation of approximately $3,000 and $4,000 were recorded in the nine months ended July 31, 2012 and 2011, respectively, to reflect the fair value of the repurchase obligation. In February 2012, the Company repurchased 7,500 shares for approximately $6,000 in accordance with this repurchase obligation. The repurchase obligation of $6,000 and $17,000 is included in other long-term liabilities in the Company’s consolidated balance sheets at July 31, 2012 and October 31, 2011, respectively.

In January 2012, members of management exchanged 10,679 shares of common stock with a fair market value of $17.77 per share at the date of the exchange for the payment of payroll taxes associated with the vesting of shares under the Company’s stock-based compensation programs. The Company recognized $360,000 and $140,000 of stock-based compensation to management during the three months ended July 31, 2012 and 2011, respectively. The Company recognized $631,000 and $467,000 of stock-based compensation to management during the nine months ended July 31, 2012 and 2011, respectively.

In January 2012, 9,999 shares of common stock were granted to the Company’s non-employee directors under the Company’s stock-based compensation plans. The Company recognized zero stock-based compensation to non-employee directors during each of the three month periods ended July 31, 2012 and 2011. The Company recognized $180,000 of stock-based compensation to non-employee directors during each of the nine month periods ended July 31, 2012 and 2011.

In February 2012, members of management exchanged 316 shares of common stock with a fair market value of $18.08 per share at the date of the exchange for the repayment of notes issued in relation to payroll taxes associated with the vesting of shares under the Company’s stock-based compensation programs.

On May 22, 2012, the Company’s Board of Directors authorized a donation of $100,000 of the Company’s common stock to the Museum of Ventura County (the “Museum”), a California non-profit corporation. On June 30, 2012, the Company donated 6,165 unregistered shares of the Company’s common stock with a per share value of $16.22 at the date of the donation. The donation is to be used by the Museum to establish and operate an agriculture museum in Santa Paula, California depicting the history of agriculture in Ventura County.

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

18. Segment Information

The Company operates in three reportable operating segments: agribusiness, rental operations and real estate development. The reportable operating segments of the Company are strategic business units with different products and services, distribution processes and customer bases. The agribusiness segment includes farming and citrus packing operations. The rental operations segment includes residential and commercial rental operations, leased land and organic recycling. The real estate development segment includes real estate development operations. The Company measures operating performance, including revenues and earnings, of its operating segments and allocates resources based on its evaluation. The Company does not allocate selling, general and administrative expense, other income (expense), interest and income taxes, or specifically identify them to its operating segments.

Segment information for the three months ended July 31, 2012:

Segment information for the three months ended July 31, 2011:

The following table sets forth revenues by category, by segment for the three months ended:

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

18. Segment Information (continued)

Segment information for the nine months ended July 31, 2012:

Segment information for the nine months ended July 31, 2011:

The following table sets forth revenues by category, by segment for the nine months ended:

Limoneira Company

Notes to Consolidated Financial Statements (unaudited) (continued)

19. Sheldon Ranches Operating Leases

In January 2012, the Company entered into a series of operating leases for approximately 1,000 acres of lemon, orange, specialty citrus and other crop orchards in Lindsay, California. Each of the leases is for a ten-year term and provides for four five-year renewal options with an aggregate base rent of approximately $500,000 per year. The leases also contain profit share arrangements with the lessors as additional rent on each of the properties and a provision for the potential purchase of the properties by the Company in the future. In accordance with the terms of the lease agreements, the Company will not share in the citrus crop revenue in its fiscal year ending October 31, 2012. The Company incurred $144,000 and $303,000 of net lease expense in the three and nine month periods ended July 31, 2012, respectively.

20. Agriculture Property Acquisitions

In April 2012, the Company purchased land for use as a citrus orchard for a purchase price of $430,000, paid in cash. The acquisition was for 60 acres of agricultural property located in close proximity to the Company’s existing orchards in Porterville, California. This acquisition was accounted for as an asset purchase with substantially the entire purchase price allocated to land and included in property, plant and equipment on the Company’s consolidated balance sheets at July 31, 2012.

In July 2012, the Company purchased land for use as a citrus orchard for a purchase price of $800,000, paid in cash. The acquisition was for 65 acres of agricultural property located in close proximity to the Company’s existing orchards in Porterville, California. This acquisition is being accounted for as a business combination and as of July 31, 2012 the Company is in the process of determining the fair value of the assets acquired. The acquisition is recorded in property, plant and equipment in the Company’s consolidated balance sheet at July 31, 2012.

In July 2012, the Company entered into an agreement to acquire land for use as a citrus orchard for a purchase price of $1,360,000, to be paid in cash. The acquisition is for 230 acres of agricultural property adjacent to the Company’s leased orchards in Lindsay, California. This acquisition will be accounted for as an asset purchase with substantially the entire purchase price allocated to land. The acquisition was in escrow at July 31, 2012 and closed in August 2012.

21. Subsequent Events

The Company has evaluated events subsequent to July 31, 2012 to assess the need for potential recognition or disclosure in this Quarterly Report on Form 10-Q. Based upon this evaluation, except as disclosed in the notes to consolidated financial statements, it was determined that no subsequent events occurred that require recognition or disclosure in the unaudited consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Limoneira Company was incorporated in Delaware in 1990 as the successor to several businesses with operations in California since 1893. We are an agribusiness and real estate development company founded and based in Santa Paula, California, committed to responsibly using and managing our approximately 8,205 acres of land, water resources and other assets to maximize long-term shareholder value. Our current operations consist of fruit production and marketing, real estate development and capital investment activities.

We are one of California’s oldest citrus growers. According to Sunkist Growers, Inc. (“Sunkist”), we are one of the largest growers of lemons in the United States and, according to the California Avocado Commission, the largest grower of avocados in the United States. In addition to growing lemons and avocados, we grow oranges and a variety of specialty citrus and other crops. We have agricultural plantings throughout Ventura and Tulare counties in California, which plantings consist of approximately 2,060 acres of lemons, 1,250 acres of avocados, 1,745 acres of oranges and 675 acres of specialty citrus and other crops. We also operate our own packinghouse in Santa Paula, California, where we process and pack lemons that we grow, as well as lemons grown by others.

Our water resources include water rights, usage rights to the water in aquifers under, and canals that run through, the land we own. Water for our farming operations is sourced from the existing water resources associated with our land, which includes rights to water in the adjudicated Santa Paula Basin (aquifer) and the un-adjudicated Fillmore and Paso Robles Basins (aquifers). We also use ground water and water from local water districts in Tulare County, which is in the San Joaquin Valley.

For more than 100 years, we have been making strategic investments in California agribusiness and real estate development. We currently have six active real estate development projects in California. Our real estate developments range from apartments to single-family homes and include approximately 200 completed units and another approximately 2,000 units in various stages of planning and development.

Recent Developments

In January 2012, our Company entered into a series of operating leases for approximately 1,000 acres of lemon, orange, specialty citrus and other crop orchards in Lindsay, California (collectively, the “Sheldon Ranches Leases”). Each of the leases is for a ten-year term and provides for four five-year renewal options with an aggregate base rent of approximately $500,000 per year. Each of the leases also contains profit share arrangements with the lessors as additional rent on each of the properties and a provision for the potential purchase of the properties by our Company in the future. In accordance with the terms of the lease agreements, we will not share in the citrus crop revenue in our fiscal year ended October 31, 2012. During the three and nine months ended July 31, 2012, we incurred $144,000 and $303,000, respectively, of net lease expense related to the Sheldon Ranches Leases.

On June 26, 2012, we declared a $0.03125 per share dividend paid on July 16, 2012 in the aggregate amount of $350,000 to common shareholders of record on July 9, 2012.

In April 2012, we purchased land for use as a citrus orchard for a purchase price of $430,000, paid in cash. The acquisition was for 60 acres of agricultural property located in close proximity to the Company’s existing orchards in Porterville, California. This acquisition was accounted for as an asset purchase with substantially the entire purchase price allocated to land and included in property, plant and equipment on our Company’s consolidated balance sheets at July 31, 2012.

In July 2012, our Company purchased land for use as a citrus orchard for a purchase price of $800,000, paid in cash. The acquisition was for 65 acres of agricultural property located in close proximity to our Company’s existing orchards in Porterville, California. This acquisition is being accounted for as a business combination and as of July 31, 2012 we were in the process of determining the fair value of the assets acquired.

In August 2012, our Company purchased land for use as a citrus orchard for a purchase price of $1,360,000, paid in cash. The acquisition was for 230 acres of agricultural property adjacent to our Company’s leased orchards in Lindsay, California. This acquisition will be accounted for as an asset purchase with substantially the entire purchase price allocated to land.

In August 2012, our Company entered into an agreement with Associated Citrus Packers of Yuma, Arizona to pack and market lemons. Associated Citrus Packers has historically packed approximately 850,000 cartons of lemons grown on nearly 2,000 acres. The commercial citrus harvesting and packing season in Southwestern Arizona typically begins in late August and is completed during the spring of the following year.

Business Segment Summary

We have three business segments: agribusiness, rental operations and real estate development. Our agribusiness segment currently generates the majority of our revenue from its farming and lemon packing operations; our rental operations segment generates revenue from our housing, organic recycling and commercial and leased land operations; and our real estate development segment generates revenue from the sale of real estate development projects. Generally, we see the Company as a land and farming company that generates annual cash flows to support its progress into diversified real estate development activities. As real estate development projects are monetized, our agribusiness will then be able to expand more rapidly into new regions and markets.

Agribusiness

We are one of the largest growers of lemons and the largest grower of avocados in the United States and, as a result, our agribusiness segment is the largest of our three segments, representing approximately 88%, 87% and 89% of our fiscal year 2011, 2010 and 2009 consolidated revenues, respectively. Our Company markets and sells lemons directly to foodservice, wholesale and retail customers throughout the United States, Canada, Asia and other international markets. During the three months ended July 31, 2012, lemon sales were comprised of approximately 86% to U.S. and Canada-based customers and 14% to domestic exporters. During the nine months ended July 31, 2012, lemon sales were comprised of approximately 78% to U.S. and Canada-based customers and 22% to domestic exporters. Our Company is a member of Sunkist, an agricultural marketing cooperative, and sells its oranges and specialty citrus to Sunkist-licensed and other third-party packinghouses.

Historically, our agricultural operations have been seasonal in nature with the least amount of our annual revenue being generated in our first quarter, increasing in the second quarter, peaking in the third quarter and declining in the fourth quarter. Cultural costs in our agribusiness segment tend to be higher in the first and second quarters and lower in the third and fourth quarters because of the timing of expensing cultural costs in the current year that were inventoried in the prior year. Our harvest costs generally increase in the second quarter and peak in the third quarter coinciding with the increasing production and revenue.

Fluctuations in price are a function of global supply and demand with weather conditions, such as unusually low or high temperatures, typically having the most dramatic effect on the amount of lemons supplied in any individual growing season. We believe we have a competitive advantage by operating our own lemon packing operation, even though a significant portion of the costs related to our lemon packing operations are fixed. As a result, cost per carton is a function of fruit throughput. While we regularly monitor our costs for redundancies and opportunities for cost reductions, we also supplement the number of lemons we pack in our packinghouse with additional lemons from third-party growers. Because the fresh utilization rate for our lemons, or the percentage of lemons we harvest and pack that go to the fresh market, is directly related to the quality of lemons we pack and, consequently, the price we receive per 40-pound box, we only pack lemons from third-party growers if we determine their lemons are of high quality.

Our avocado producing business is important to us yet nevertheless faces some constraints on growth as there is little additional land that can be cost-effectively acquired to support new avocado orchards in Southern California. The California avocado crop typically experiences alternating years of high and low production due to plant physiology. While our avocado production remains volatile, the profitability and cash flow realized from our avocados frequently offsets occasional losses in other crops we grow and helps to diversify our fruit production base.

In addition to growing lemons and avocados, we also grow oranges and specialty citrus and other crops, typically utilizing land not suitable for growing high quality lemons. We regularly monitor the demand for the fruit we grow in the ever-changing marketplace to identify trends. For instance, while per capita consumption of oranges in the United States has been decreasing since 2000 primarily as a result of consumers increasing their consumption of mandarin oranges and other specialty citrus, the international market demand for U.S. oranges has increased. As a result, we have focused our orange production on high quality late season Navel and Valencia oranges primarily for export to Japan, China and Korea, which are typically highly profitable niche markets. We produce our specialty citrus and other crops in response to consumer trends we identify and believe that we are a leader in the niche production and sale of certain of these high margin fruits. Because we carefully monitor the respective markets of specialty citrus and other crops, we believe that demand for the types and varieties of specialty citrus and other crops that we grow will continue to increase throughout the world.

Rental Operations

Our rental operations segment represented approximately 7% of our fiscal year 2011 and 2010 consolidated revenues and approximately 11% of our fiscal year 2009 consolidated revenues. Our rental housing units generate reliable cash flows which we use to partially fund the operations of all three of our business segments, and provide affordable housing to many of our employees, including our agribusiness employees, a unique employment benefit that helps us maintain a dependable, long-term employee base. In addition, our leased land business provides us with a profitable diversification. Revenue from our rental operations segment is generally consistent throughout the year.

Real Estate Development

Our real estate development segment represented 5% of our consolidated revenues in fiscal year 2011, 6% of our consolidated revenues in fiscal year 2010 and less than 1% of our consolidated revenues in fiscal year 2009. We recognize that long-term strategies are required for successful real estate development activities. We plan to redeploy any financial gains into other income producing real estate as well as additional agricultural properties.

Results of Operations

The following table shows the results of operations for the three and nine months ended July 31:

Non-GAAP Financial Measures

Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, which excludes impairments on real estate development assets, is an important measure to evaluate our results of operations between periods on a more comparable basis. Such measurements are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be construed as an alternative to reported results determined in accordance with GAAP. The non-GAAP information provided is unique to our Company and may not be consistent with methodologies used by other companies. EBITDA and adjusted EBITDA are summarized and reconciled to net loss which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP as follows:

Third Quarter Fiscal Year 2012 Compared to Third Quarter Fiscal Year 2011

Revenues

Total revenue for the third quarter of fiscal year 2012 was $24.7 million compared to $23.2 million for the third quarter of fiscal year 2011. The 6% increase of $1.5 million was primarily the result of increased agribusiness revenue, partially offset by a decrease in real estate development revenues. The components of agribusiness revenues are detailed below:

Real estate development revenues for the third quarter of fiscal year 2012 were $0.1 million compared to $2.3 million for the same period in fiscal year 2011. The decrease was primarily due to the $2.3 million sale of our real estate development project in Paradise Valley, Arizona (“Donna Circle”) in May 2011. There were no sales of real estate development projects in the third quarter of fiscal year 2012.

Costs and Expenses

Our total costs and expenses in the third quarter of fiscal year 2012 were $17.0 million compared to $16.0 million in the third quarter of fiscal year 2011, for a 7% increase of $1.0 million. This increase was primarily attributable to increases in our agribusiness costs and selling, general and administrative expenses, offset by a decrease in real estate development expenses. Costs associated with our agribusiness include packing costs, harvest costs, cultural costs, costs related to the lemons we process and sell for third-party growers and depreciation expense. These costs are discussed further below:

Selling, general and administrative costs in the third quarter of fiscal year 2012 were $2.5 million compared to $2.2 million for the third quarter of fiscal year 2011. This 13% increase of $0.3 million is primarily due to an increase in incentive compensation.

Real estate development expenses in the third quarter of fiscal year 2012 were $0.3 million compared to $2.6 million in the third quarter of fiscal year 2011. In the third quarter of fiscal year 2011, we sold Donna Circle real and incurred related costs of $2.8 million. There were no such costs incurred during the third quarter of fiscal year 2012.

Other Income/Expense

Other income/expense for the third quarter of fiscal year 2012 was $0.1 million of income compared to $0.2 million of expense for the third quarter of fiscal year 2011. The $0.3 million increase in net other income is primarily due to a decrease in interest expense in the third quarter of fiscal year 2012 as a result of a larger amount of capitalized interest related to our real estate development projects as well as an increase in interest income from derivative instruments in the third quarter of fiscal year 2012.

Income Taxes

We recorded an estimated income tax provision of $2.7 million in the third quarter of fiscal year 2012 on pre-tax earnings of $7.8 million compared to an estimated income tax provision of $2.4 million on pre-tax earnings of $7.0 million in the third quarter of fiscal year 2011.

Our projected annual effective tax rate for fiscal year 2012 is 33.7% at July 31, 2012, resulting in a 34.9% effective tax rate, after certain discrete items, for the third quarter of fiscal year 2012. In comparison, our projected annual effective tax rate was 34.3% at July 31, 2011, resulting in a 33.7% effective tax rate, after certain discrete items, for the third quarter of fiscal year 2011.

Nine Months Ended July 31, 2012 Compared to the Nine Months Ended July 31, 2011

Revenues

Total revenue for the nine months ended July 31, 2012 was $51.0 million compared to $41.6 million for the nine months ended July 31, 2011. The 23% increase of $9.4 million was primarily the result of increased agribusiness revenues partially offset by a decrease in real estate development revenues. Agribusiness revenues are detailed below:

Real estate development revenues were $0.2 million during the nine months ended July 31, 2012 compared to $2.4 million during the same period in fiscal year 2011. The decrease was primarily due to the $2.3 million sale of Donna Circle in May 2011. There were no sales of real estate development projects during the nine months ended July 31, 2012.

Costs and Expenses

Total costs and expenses in the nine months ended July 31, 2012 were $46.9 million compared to $41.4 million in the nine months ended July 31, 2011, for a 13% increase of $5.5 million. Of this increase, $9.1 million was attributable to increases in our agribusiness costs and selling, general and administrative expenses, partially offset by $3.7 million of decreases in real estate development expenses and impairments of real estate development assets. Costs associated with our agribusiness include packing costs, harvest costs, cultural costs, costs related to the lemons we process for third-party growers and depreciation expense. These costs are discussed further below:

Selling, general and administrative expenses for the nine months ended July 31, 2012 were $7.8 million compared to $7.4 million for the same period in fiscal year 2011. This 6% increase of $0.4 million was primarily attributable to a $0.4 million increase in incentive compensation, a $0.2 million increase in consulting fees and a $0.1 million increase in selling expenses. These increases were partially offset by a $0.1 million decrease in costs associated with obligations under the Securities Exchange Act of 1934 (the “Exchange Act”), a $0.1 million decrease in legal fees and $0.1 million of net decreases in other selling, general and administrative expenses.

Real estate development expenses in the nine months ended July 31, 2012 were $0.8 million compared to $3.3 million in the same period of fiscal year 2011. In the nine months ended July 31, 2011, we sold Donna Circle and incurred related costs of $2.8 million. There were no such costs incurred during the same period in fiscal year 2012.

Impairments of real estate development assets were zero in the nine months ended July 31, 2012 compared to $1.2 million for the nine months ended July 31, 2011. In the nine months ended July 31, 2011, we recorded impairment charges on two of our real estate development projects: Donna Circle, which was sold in May 2011, and Templeton Santa Barbara, LLC. There were no such impairment charges incurred during the same period in fiscal year 2012.

Other Income/Expense

Other income (expense) for the nine months ended July 31, 2012 was $0.4 million of income compared to $1.4 million of income for the same period in fiscal year 2011. The $1.2 million decrease in net other income is primarily due to the $1.4 million gain on the sale of Rancho Refugio/Caldwell Ranch in the nine months ended July 31, 2011, partially offset by a $0.6 million decrease in interest expense in the nine months ended July 31, 2012 as a result of a larger amount of capitalized interest related to our real estate development projects.

Income Taxes

We recorded an estimated income tax provision of $1.5 million in the nine months ended July 31, 2012 on a pre-tax earnings of $4.5 million compared to an estimated income tax provision of $0.4 million on a pre-tax earnings of $1.5 million in the nine months ended July 31, 2011.

Our projected annual effective tax rate for fiscal year 2012 is 33.7% at July 31, 2012, resulting in a 33.2% effective tax rate, after certain discrete items, for the nine months ended July 31, 2012. In comparison, our projected annual effective tax rate was 34.3% at July 31, 2011, resulting in a 35.5% effective tax rate, after certain discrete items, for the nine months ended July 31, 2011.

Segment Results of Operations

We evaluate the performance of our agribusiness, rental operations and real estate development segments separately to monitor the different factors affecting financial results. Each segment is subject to review and evaluations for current market conditions, market opportunities and available resources. The following table shows the segment results of operations for the third quarter and nine months ended July 31, 2012 and 2011:

Third Quarter of Fiscal Year 2012 Compared to the Third Quarter of Fiscal Year 2011

The following analysis should be read in conjunction with the previous section “Results of Operations.”

Agribusiness

For the third quarter of fiscal year 2012, our agribusiness segment revenue was $23.7 million compared to $19.9 million for the third quarter of fiscal year 2011. The 19% increase of $3.8 million primarily reflected higher lemon revenue for the fiscal year 2012 third quarter compared to the fiscal year 2011 third quarter. The increase in agribusiness revenue consists of the following:

Costs associated with our agribusiness segment include packing costs, harvest costs, cultural costs, costs related to the lemons we process and sell for third-party growers and depreciation expense. For the third quarter of fiscal year 2012, our agribusiness costs were $13.6 million compared to $10.5 million for the third quarter of fiscal year 2011. The 29% increase of $3.1 million primarily consists of the following:

Rental Operations

Our rental operations segment had revenues of $1.0 million in the third quarters of fiscal years 2012 and 2011. All three areas of this segment (residential and commercial rental operations, leased land and organic recycling) were similar quarter to quarter.

Costs in our rental operations segment were approximately $0.5 million in the third quarters of fiscal years 2012 and 2011. Depreciation expense was similar quarter to quarter at approximately $0.1 million.

Real Estate Development

Our real estate development segment revenues for the third quarter of fiscal year 2012 were $2.2 million lower than the third quarter of fiscal year 2011.

Real estate development costs and expenses for the third quarter of fiscal year 2012 were $2.3 million lower than the third quarter of fiscal year 2011.

Corporate and Other

Corporate costs and expenses include selling, general and administrative costs and other costs not allocated to the operating segments. Corporate and other costs for the third quarter of fiscal year 2012 were $0.3 million higher than the third quarter of fiscal year 2011. Depreciation expense was similar quarter to quarter at approximately $0.1 million.

Nine Months Ended July 31, 2012 Compared to the Nine Months Ended July 31, 2011

The following analysis should be read in conjunction with the previous section “Results of Operations.”

Agribusiness

For the nine months ended July 31, 2012, our agribusiness segment revenue was $47.9 million compared to $36.2 million for the nine months ended July 31, 2011. The 32% increase of $11.7 million primarily reflected higher lemon revenue for the fiscal year 2012 period compared to the fiscal year 2011 period. The increase in agribusiness revenue primarily consists of the following:

Costs associated with our agribusiness segment include packing costs, harvest costs, cultural costs, costs related to the lemons we process and sell for third-party growers and depreciation expense. For the nine months ended July 31, 2012, our agribusiness costs and expenses were $36.6 million compared to $27.9 million for the nine months ended July 31, 2011. The 31% increase of $8.7 million primarily consists of the following:

Rental Operations

Our rental operations segment had revenues of approximately $2.9 million in the nine months ended July 31, 2012 and 2011. All three areas of this segment (residential and commercial rental operations, leased land and organic recycling) were similar period to period.

Costs in our rental operations segment were similar period to period at approximately $1.4 million. Depreciation expense was similar period to period at approximately $0.3 million.

Real Estate Development

Our real estate development segment revenues for the nine months ended July 31, 2012 were $2.3 million lower than the nine month periods ended July 31, 2011.

Real estate development costs and expenses for the nine months ended July 31, 2012 were $2.5 million lower than the nine months ended July 31, 2011.

Corporate and Other

Corporate costs and expenses include selling, general and administrative costs and other costs not allocated to the operating segments. Corporate and other costs for the nine months ended July 31, 2012 were $0.4 million higher than the nine months ended July 31, 2011. Depreciation expense was similar period to period at approximately $0.2 million.

Seasonal Operations

Historically, our agricultural operations have been seasonal in nature with the least amount of our annual revenue being generated in our first quarter, increasing in the second quarter, peaking in the third quarter and declining in the fourth quarter. Cultural costs in our agribusiness tend to be higher in the first and second quarters and lower in the third and fourth quarters because of the timing of expensing cultural costs in the current year that were inventoried in the prior year. Our harvest costs generally increase in the second quarter and peak in the third quarter coinciding with increasing production and revenue. Due to this seasonality and to avoid the inference that interim results are indicative of the estimated results for a full fiscal year, we present supplemental information for 12-month periods ended at the interim date for the current and preceding years.

The following table shows the unaudited results of operations for the trailing twelve months:

Liquidity and Capital Resources

Overview

Our liquidity and capital position fluctuates during the year depending on seasonal production cycles, weather events and demand for our products. Typically, our first and last fiscal quarters coincide with the fall and winter months during which we are growing crops that are harvested and sold in the spring and summer, our second and third quarters. To meet working capital demand and investment requirements of our agribusiness and real estate development segments and to supplement operating cash flows, we utilize our revolving credit facility to fund agricultural inputs and farm management practices until sufficient returns from crops allow us to repay amounts borrowed. Raw materials needed to propagate the various crops grown by us consist primarily of fertilizer, herbicides, insecticides, fuel and water and are readily available from local sources.

Cash Flows from Operating Activities

For the nine months ended July 31, 2012 and 2011, net cash provided by operating activities was $4.5 million and $1.2 million, respectively. The significant components of our Company’s cash flows provided by operating activities as included in the unaudited consolidated statements of cash flows are as follows:

Cash Flows from Investing Activities

For the nine months ended July 31, 2012, investing activities used $7.6 million of net cash compared to providing $30,000 of net cash during the same period in fiscal year 2011.

Net cash used in investing activities is primarily comprised of capital expenditures, acquisitions and the sale of assets. Capital expenditures and acquisitions were $7.2 million in the first nine months of fiscal year 2012, comprised of $0.8 million for the acquisition of an agriculture business, $3.1 million for property, plant and equipment and $3.3 million for real estate development projects. Capital expenditures and acquisitions were $11.3 million in the nine months ended July 31, 2011, comprised of $6.5 million for the acquisition of Rancho Refugio/Caldwell Ranch, $1.5 million for property, plant and equipment and $3.3 million for real estate development projects. These capital expenditures were partially offset by $9.3 million of net proceeds from the sale of Rancho Refugio/Caldwell Ranch and $2.1 million of net proceeds from the sale of Donna Circle.

Cash Flows from Financing Activities

For the nine months ended July 31, 2012, financing activities provided net cash of $3.0 million compared to using $1.5 million of net cash during the same period in fiscal year 2011.

The $4.5 million increase in cash flows from financing activities for the nine months ended July 31, 2012 compared to the same period in fiscal year 2011 is primarily due to net borrowings of long-term debt in the amount of $4.4 million during the nine months ended July 31, 2012 compared to net borrowings of $0.1 million during the same period in fiscal year 2011. The increase in net borrowings during the nine months ended July 31, 2012 compared to the same period in fiscal year 2011 is primarily due to net cash generated in fiscal year 2011 by the purchase and sale of Rancho Refugio/ Caldwell Ranch in the amount of $2.8 million, net proceeds from the sale of Donna Circle in the amount of $2.1 million and $1.2 million for the acquisition of two agriculture properties combined with increased capital expenditures in fiscal year 2012 offset by improved fiscal year 2012 operating cash flows.

Transactions Affecting Liquidity and Capital Resources

We finance our working capital and other liquidity requirements primarily through cash from operations and our revolving credit facility with Rabobank, NA (“Rabobank Credit Facility”). In addition, we have three term loans with Farm Credit West, FLCA (“Farm Credit West Term Loans”) and a non-revolving line of credit, (“Farm Credit West Line of Credit”) with Farm Credit West, PCA (together with Farm Credit West FLCA, “Farm Credit West”). Additional information regarding the Rabobank Credit Facility, the Farm Credit West Term Loans and the Farm Credit West Line of Credit can be found in Note 10 to the unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

We believe that the cash flows from operations and available borrowing capacity from our existing credit facilities will be sufficient to satisfy our capital expenditures, debt service, working capital needs and other contractual obligations for the remainder of fiscal 2012. In addition, we have the ability to control the timing of our investing cash flows to the extent necessary based on our liquidity demands.

Rabobank Credit Facility

As of July 31, 2012, our outstanding borrowings under the Rabobank Credit Facility were approximately $58.7 million and we had approximately $28.3 million of availability. The Rabobank Credit Facility bears interest at a variable rate equal to the one month London Interbank Offer Rate (“LIBOR”) plus a spread of 1.50%. The interest rate resets on the first of each month and was 1.75% at July 31, 2012. We have the ability to prepay any amounts outstanding under the Rabobank Credit Facility without penalty. In November 2011, we entered into a Second Amendment to Amended and Restated Line of Credit Agreement in order to (i) increase the revolving line of credit from $80 million to the lesser of $100 million or 60% of the appraised value of any real estate pledged as collateral which was $87 million at January 31, 2012, (ii) amend the interest rate such that the line of credit bears interest at a rate equal to LIBOR plus 1.80% effective July 1, 2013 and (iii) extend the maturity date from June 30, 2013 to June 30, 2018.

The Rabobank Credit Facility is secured by certain of our agricultural properties and a portion of the equity interest in the San Cayetano Mutual Water Company, and subjects us to affirmative and restrictive covenants including, among other customary covenants, financial reporting requirements, requirements to maintain and repair any collateral, restrictions on the sale of assets, restrictions on the use of proceeds, prohibitions on the incurrence of additional debt and restrictions on the purchase or sale of major assets. We are also subject to a covenant that we will maintain a debt service coverage ratio, as defined in the Rabobank Credit Facility, of less than 1.25 to 1.0 measured annually at October 31, with which we were in compliance at October 31, 2011.

Farm Credit West Loans

As of July 31, 2012, we had an aggregate of approximately $28.6 million outstanding under the Farm Credit West Term Loans and Farm Credit West Line of Credit. The following provides further discussion on the term loans and non-revolving credit facility:

The Farm Credit West Term Loans and Farm Credit West Line of Credit contain various conditions, covenants and requirements with which we and Windfall Investors, LLC must comply. In addition, we and Windfall Investors, LLC are subject to limitations on, among other things, selling, abandoning or ceasing business operations; merging or consolidating with a third party; disposing of a substantial portion of assets by sale, transfer, gifts or lease except for inventory sales in the ordinary course of business; obtaining credit or loans from other lenders other than trade credit customary in the business; becoming a guarantor or surety on or otherwise liable for the debts or obligations of a third party; and mortgaging, pledging, leasing for over a year, or otherwise making or allowing the filing of a lien on any collateral.

Interest Rate Swaps