Limoneira Co 2023年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For The Fiscal Year EndedOctober 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For The Transition Period FromToCommission File Number:001-34755 LIMONEIRA COMPANY (Exact name of registrant as specified in its charter) 77-0260692 Santa Paula, CA 93060 (Address of principal executive offices and zip code)Registrant’s telephone number, including area code: (805) 525-5541 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act. Yes☐No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler,smaller reporting company or an emerging growth company.See the definitions of“largeaccelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reportingcompany☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to §240.10D-1(b).☐ Based on the closing price as reported on the NASDAQ Global Market, the aggregate market value of theregistrant’s Common Stock held by non-affiliates on April 30, 2024 (the last business day of the registrant’s mostrecently completed second fiscal quarter) was approximately $324.1 million. Shares of Common Stock held by eachexecutive officer and director and by each stockholder affiliated with a director or an executive officer have beenexcluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliatestatus is not necessarily a conclusive determination for other purposes. The number of outstanding shares of theregistrant’s Common Stock as of November 30, 2024 was 18,083,092. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the 2025 Annual Meeting of Stockholders, which we intendto hold on April 9, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. The definitiveProxy Statement will be filed within 120 days after October 31, 2024. LIMONEIRA COMPANY TABLE OF CONTENTS PART I5Item 1. Business5Item 1A. Risk Factors15Item 1B. Unresolved Staff Comments27Item 1C. Cybersecurity27Item 2. Properties28Item 3. Legal Proceedings29Item 4. Mine Safety Disclosures29PART II30Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities30 Item 6. Reserved32Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A. Quantitative and Qualitative Disclosures about Market Risk42Item 8. Financial Statements and Supplementary Data43Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure82Item 9A. Controls and Procedures82Item 9B. Other Information84Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection