Greetings, and welcome to Limoneira's Third Quarter 2024 Financial Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. It’s now my pleasure to introduce your host, John Mills with ICR. Thank you, sir. You may begin.

Great. Thank you. Good afternoon, everyone, and thank you for joining us for Limoneira's third quarter fiscal year 2024 conference call. On the call today are Harold Edwards, President and Chief Executive Officer, and Mark Palamountain, Executive Vice President, and Chief Financial Officer. By now, everyone should have access to the third quarter fiscal year 2024 earnings release, which went out today at approximately 4:00 p.m. Eastern time. If you've not had a chance to review the release, it's available on the Investor Relations portion of the company's website at limoneira.com. This call is being webcast, and a replay will be available on Limoneira's website as well. Before we begin, we would like to remind everyone that prepared remarks contain forward-looking statements, and management may make additional forward-looking statements in response to your questions. Such statements involve a number of known and unknown risks and uncertainties, many of which are outside the company's control and could cause its future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risk details in the company's Form 10-Qs and 10-Ks filed with the SEC and those mentioned in the earnings release. Except as required by law, we undertake no obligation to update any forward-looking or other statements herein, whether as a result of new information, future events or otherwise. Please note that during today's call, we will be discussing non-GAAP financial measures, including results on an adjusted basis. We believe these adjusted financial measures can facilitate a more complete analysis and greater understanding of Limoneira's ongoing results of operations, particularly when comparing underlying results from period to period. We have provided as much detail as possible on any items that are discussed on an adjusted basis. Also, within the company's earnings release and in today's prepared remarks, we include adjusted EBITDA and adjusted diluted EPS, which are non-GAAP financial measures. A reconciliation of adjusted EBITDA and adjusted diluted EPS to the most directly comparable GAAP financial measures are included in the company's press release, which has been posted to our website. And with that, it is my pleasure to turn the call over to the company's President and CEO, Mr. Harold Edwards.

Thanks, John, and good afternoon, everyone. We are extremely pleased with the overall performance of our business this quarter, highlighted by 21% net revenue growth and generating $13.8 million in adjusted EBITDA for the quarter. In addition, we generated $25.5 million of adjusted EBITDA for the first nine months of this year compared to $1.1 million for the same period last year. This growth was driven by pricing improvement in fresh lemons as well as avocados experiencing robust demand with higher volume and favorable pricing dynamics, positioning us to achieve record avocado revenue this fiscal year and raising our avocado volume guidance by over 50%. In conjunction with this increased avocado guidance, we anticipate our avocado segment will contribute approximately 4 million to 5 million pounds in our seasonally softer fourth quarter for the first time in our company's history. These results validate our strategic decision to significantly expand our avocado production by 1,000 acres over the next three years. In addition to our agricultural success, our real estate development joint venture, Harvest at Limoneira has seen increased momentum in the current lower interest rate environment with steady home sales. The expanded avocado production and overall solid diversified agricultural improvements, coupled with the ongoing expected earnings from harvest, reinforces our confidence in achieving strong EBITDA growth. The success across multiple segments of our business underscores our commitment to sustainable growth and value creation for our stockholders. Turning to our real estate, we achieved two significant milestones during the first nine months of this year. First, in April of 2024, our joint venture with The Lewis Group closed on lot sales representing 554 residential units, thus completing the sellout of Phase 2 of the development. A total of 1,261 residential units have closed from the project's inception. Second, in May of 2024, the Santa Paula City Council approved a joint venture's proposal to increase the total number of residential units for the project from 1,500 to 2,050 units. The 550 unit increase will provide 250 additional single-family for sale home sites within Phase 3 of Harvest. A separate joint venture with The Lewis Group plans to construct 300 multifamily rental homes on a mixed-use portion of the project. This is a 37% increase in the dwelling units, unlocking further value creation opportunities. Based on these events and continued increase in the land value associated with this project, we increased our cash flow projections by 46% in June and expect to receive $180 million in total future proceeds spread out over the next seven fiscal years. Mark will provide more color on our dramatically improved balance sheet, but I wanted to highlight that our long-term debt from the second quarter to our third quarter was reduced by 33%, thanks to our improvement in adjusted EBITDA and real estate transactions. Our net debt as of July 31, 2024 was $39.6 million at quarter end. However, by closing an additional 554 home sites on our 50-50 real estate development joint venture, we had $69.9 million of unaudited cash and cash equivalents on hand as of July 31, 2024, of which 50% or approximately $35 million is our share. Now to provide a quick update on our decision to evaluate strategic alternatives for the overall business. In October of 2022, we developed a strategic roadmap intended to enhance near and long-term shareholder value. Today, we consider ourselves to be in a stronger financial position, having recently reduced our net debt position and right-sized the balance sheet through our ongoing strategic shift towards an asset-lighter business model and stronger cash flow projections from Harvest at Limoneira. Since announcing our exploration of strategic alternatives in December of 2023, we've received significant interest and are diligently working with our advisors at Stevens Incorporated to engage with these other parties to evaluate potential opportunities. We remain committed to thoroughly exploring all options to maximize stockholder value and we'll provide updates if the Board of Directors finds that further disclosure is necessary or advisable. Even after the recent non-strategic asset sales over the past year and a half, we continue to manage approximately 10,500 acres of land with approximately 21,000 acre-feet of owned water, usage and pumping rights representing tremendous long-term value growth opportunities in our assets. You can see by our improvement in our operating income during the third quarter, our transition to an asset lighter business model and focus on the best use of our assets to enhance shareholder value is having a positive effect. We've dramatically decreased interest expense, removed our pension obligation, monetized water through a following program with the Yuma Mesa Irrigation and Drainage District, and we are significantly raising our avocado volume guidance for fiscal year 2024. And with that, I'll now turn the call over to Mark.

Thank you, Harold, and good afternoon, everyone. Before I begin, I would remind you, it is best to view our business on an annual not quarterly basis, due to the seasonal nature of our business. Historically, our first and fourth quarters are the seasonally softer quarters while our second and third quarters are stronger. For the third quarter of fiscal year 2024, total net revenue increased 21% to $63.3 million compared to total net revenue of $52.5 million in the third quarter of the previous fiscal year. Agribusiness revenue was $61.8 million compared to $51.1 million in the third quarter last year. Other operations revenue was $1.5 million in the third quarter of fiscal year 2024 compared to $1.4 million in the third quarter last year. Agribusiness revenue for the third quarter of fiscal year 2024 includes $25.8 million in fresh packed lemon sales compared to $24.2 million during the same period of fiscal year 2023. Approximately 1,400,000 cartons of U.S. packed fresh lemons were sold during the third quarter of fiscal year 2024 at an $18.43 average price per carton compared to 1,352,000 cartons sold at a $17.92 average price per carton during the third quarter of fiscal year 2023. Brokered lemons and other lemon sales were $9.8 million and $8 million in the third quarter of fiscal years 2024 and 2023 respectively, representing 23% growth year-over-year. The company recognized $13.9 million of avocado revenue in the third quarter of fiscal year 2024 compared to $3.5 million during the same period of fiscal year 2023. Approximately 8.9 million pounds of avocados were sold in aggregate during the third quarter of fiscal year 2024 at a $1.57 average price per pound, compared to approximately 2.8 million pounds sold at a $0.99 average price per pound during the third quarter of fiscal year 2023. The company strategically postponed a significant portion of its avocado harvest from the second quarter into the third quarter of fiscal year 2024 in order to capture more favorable anticipated pricing. We also expect to have approximately 4 million to 5 million pounds of avocados remaining to harvest in our seasonally soft fourth quarter. The company recognized 1.2 million of orange revenue in the third quarter of fiscal year 2024 compared to 1.3 million in the third quarter of fiscal year 2023. Approximately 43,000 cartons of oranges were sold during the third quarter of fiscal year 2024 at a $26.98 average price per carton compared to approximately 71,000 cartons sold at an $18.17 average price per carton during the third quarter of fiscal year 2023. As a reminder, the company opportunistically has buy-sell arrangements for orange orders with our retail and food service customers to complement our lemon sales. Specialty citrus and other crop revenue was $600,000 in the third quarter of fiscal year 2024 compared to $1.9 million in the third quarter of fiscal year 2023. During the third quarter of fiscal years 2024 and 2023 approximately 25,000 and 70,000 40-pound carton equivalents were sold at an average price per carton of $22 and $25.88 respectively. Farm management revenues were $3.2 million in the third quarter of fiscal year 2024 compared to $5.4 million in the same period of fiscal year 2023 on similar acreage. The decrease in farm management revenues in the third quarter of fiscal year 2024 was primarily due to farm management decisions based on weather and crop conditions. Our profitability is based on total acres managed, which remains unchanged. Total costs and expenses for the third quarter of fiscal year 2024 were $54.3 million compared to $54 million in the third quarter of last year. This year's third quarter total costs and expenses included a $643,000 non-cash impairment of an intangible asset. Excluding the non-cash impairment, total costs and expenses decreased year-over-year. Operating income for the third quarter of fiscal year 2024 was $9 million compared to an operating loss of $1.5 million in the third quarter of the previous fiscal year. Net income applicable to common stock after preferred dividends for the third quarter of fiscal year 2024 was $6.5 million compared to a net loss applicable to common stock of $1.3 million in the third quarter of fiscal year 2023. Net income per diluted share for the third quarter of fiscal year 2024 was $0.35 compared to a net loss per diluted share of $0.07 for the same period of fiscal year 2023. Adjusted net income for diluted EPS for the third quarter of fiscal year 2024 was $7.8 million compared to $400,000 in the same period of fiscal year 2023. Adjusted net income per diluted share for the third quarter of fiscal year 2024 was $0.42 compared to adjusted net income per diluted share of $0.02 from the third quarter of fiscal year 2023. A reconciliation of net income or loss attributable to Limoneira Company to adjusted net income or loss for diluted EPS is provided at the end of our earnings release. Adjusted EBITDA for the third quarter of fiscal year 2024 was $13.8 million compared to $2.8 million in the same period for fiscal year 2023. The $11 million improvement highlights increased pricing and volume of fresh lemons and strong avocado performance. A reconciliation of net income or loss attributable to the Limoneira Company to adjusted EBITDA is also provided at the end of our earnings release. Turning now to our balance sheet and liquidity. In the first quarter of last year, we sold our Northern Properties, which resulted in total net proceeds of $98.4 million. The proceeds were used to pay down all of our domestic debt except the AgWest Farm Credit $40 million non-revolving line of credit which has a fixed interest rate of 3.57% until July 1, 2026. Long-term debt as of July 31, 2024 was $40 million compared to $40.6 million at the end of fiscal year 2023. Debt levels as of July 31, 2024 minus $1.1 million of cash on hand resulted in a net debt position of $39.6 million at the quarter end. As Harold mentioned, it is important to note that our 50-50 joint venture with Louis Group held $69.9 million of cash and equivalents as of July 31, 2024, of which our share is 50% or approximately $35 million. Furthermore, with the closure of the additional 554 residential home sites in April, the joint venture distributed $30 million on June 5, 2024 and Limoneira received $15 million in cash proceeds. This additional liquidity source from our joint venture partnerships provides further financial flexibility beyond the quarter end net debt figure. Now, I'd like to turn the call back over to Harold to discuss our fiscal year 2024 outlook and longer-term growth pipeline.

Thanks, Mark. We are raising our avocado guidance for the second time this year. We now expect avocado volumes to be in the range of 14.5 million to 15.5 million pounds for fiscal year 2024 compared to previous guidance of 9 million to 10 million, a more than 50% increase compared to prior guidance. We expect to complete the avocado harvest in the fourth quarter with approximately 4 million to 5 million pounds remaining. Keep in mind, we expect our fourth quarter to represent a record in avocado volume due to our timing and ability to hold the fruit to match a higher pricing environment. We now expect fresh lemon volumes to be in the range of 4.5 million to 5 million cartons for fiscal year 2024, compared to previous guidance of 5 million to 5.5 million cartons due to lower fresh utilization from late-season rains. The lemon harvest for fiscal year 2024 is approximately 85% complete. We continue to expect to receive total future proceeds of $180 million from Harvest, Limoneira Lewis Community Builders 2 and Limoneira Lewis Community Builders East Area 2 spread out over the next seven fiscal years. Looking ahead, we continue to see a strong EBITDA outlook, underpinned by plans to expand avocado production by 1,000 acres over the next three years to capitalize on robust consumer demand trends. During this transition, the company expects fiscal year 2025 avocado volume to be lower compared to fiscal year 2024 due to the alternate bearing nature of avocado trees and the company believes avocado pricing may be slightly lower compared to the current year pricing environment due to international circumstances. These operational results do not take into account expected additional earnings from Harvest at Limoneira.

Thank you. We will now begin the question-and-answer session. Our first question comes from Ben Klieve with Lake Street Capital Markets. Please go ahead with your question.

All right. Thanks for taking my questions. Congratulations on a nice quarter here. I'd like to start with a couple related to the current avocado expectations. So, first question here is, with just a staggering increase in the expected volume this year, can you talk about kind of what evolved over the last three months that led to such a major increase? That number was just surprising me. So I'd appreciate any thoughts you have there.

So two factors are driving this, Ben. The first one being a much larger crop year-over-year, which is always helpful. But also the team's decision to delay harvest from the second quarter into the third quarter, and two things happened when that decision was made. The first was that delaying the harvest gave the crop size the ability to continue to grow and get bigger. And as that happens, that actually can increase the total volume harvested significantly because as a producer, we get paid by the pound, and so our pounds were materially impacted for the positive because of the delay. And then the other factor that drove it was due to a situation where, for 10 days during the season, the U.S. border was closed to Mexican fruit during the Mexican season. Just it happened right at the beginning of when the California harvest began, and that put tremendous tailwinds behind the pricing environment that we experienced into our harvests. That was sort of why we made the forward-looking comments for next year as we don't anticipate the market, from a pricing perspective, to be as strong as it was this year because this year we dealt with a significantly underserved market for a period of time, which drove the prices higher. I don't know that we can expect that next year, but we do anticipate strong consumer demand and strong demand for avocados. So we believe that the pricing environment will be good, maybe just not as good as this year.

Okay. Yeah. Well I'm clear on pricing. And I guess my follow-up question then is, I appreciate the alternate bearing nature of the crop. But I guess I'm curious what lessons you are taking from this year to your outlook for next year. I mean, does this kind of significant volume increase change how you think about managing this crop even in a biannual down year or do you think next year will be very similar to last year from a volume perspective?

No, Ben. I don't think we'll see any significant downward pressure. I think typical up year, down year is anywhere from 30% to 50% different in crops. I will tell you part of the additional weight or poundage that we've received this year is some work that's been done over the last few years by the team. We really started focusing more on avocados as our companies perform better historically in good avocado years. So we had a renewed focus. We started this group internally called the Avocado Congress, which has every constituent that has evolved from farming to marketing to sales and myself. And so we met weekly and in the prior three years, we were aggressive in pruning. We've really changed our fertilization programs, and we're expecting anywhere from 15,000 to 20,000 pounds an acre this year on a good year on an existing tree crop and trees that have been planted historically for a while. And so as you see going forward which gives us our confidence in the EBITDA growth, we're going to have completely new trees, some different rootstocks, new tree spacing which will be more dense, and we see the opportunity to have really robust poundage per acre going forward when we finish with these plantings in the next three years.

Got it. Very good. Well, tell the Avocado Congress to keep up the good work over there. One more for you, Mark, around the debt. I'm curious how you're thinking about the fixed debt position that you have today in the face of declining interest rates and a really healthy kind of operating cash flow plus Harvest at Limoneira cash flow outlook here. Are you considering various debt instruments to allow you to have more excess cash on hand or do you expect to just eliminate that debt position here over the course of the next like 10 or 11 months whenever that facility is due?

So it's actually physically due on July 1, 2026. It goes variable for one year. So as we know that we think the interest rates are going to start coming down. We'll probably have some flexibility there. Keep in mind that we have $35 million of cash and equivalents on the Lewis balance sheet. And the reason why that we only distributed $30 million or $15 million for us is because once we do a distribution, we have to remove the line of credit. As those credit lines loosen up, I can see going forward the potential for extracting more out of that opportunity. So we'll just have to see. I will say that we will have a lower net debt position next year than this year, and we'll just have to figure out where rates are. But right now, we're very pleased with the strength of our balance sheet and looking forward.

Very good. Thanks for taking my questions, guys. Again, congratulations on a nice quarter here, and I'll get back in line.

Thanks, Ben.

Thanks, Ben.

Thank you. Our next question comes from the line of Raj Sharma with B. Riley. Please proceed with your question.

Sorry, can you hear me? Thank you for taking my questions. Congratulations on a really good quarter. I would like to ask if you could provide some insight into the strategic review, even though I know you cannot discuss it in detail. I'm trying to understand how things will develop. How are your initiatives on one world of citrus and the farm management progressing? What is the status of the Harvest joint venture and any potential outcomes for the company? Are all options available in terms of parts or the whole? Any details you could share would be appreciated.

Sure, Raj. We have been advised not to provide too many details, but we will share some insights on how we see things unfolding. The Board of Directors is considering all options and keeping everything on the table in terms of value. They are looking at the entire enterprise, as well as the distinction between an operating company and a property company, with multiple owners involved. There is strategic interest in citrus, avocados, and from homebuilders and land developers, along with interest from a water perspective. We are pleased with the level of interest we've received so far, but it is still early to determine the direction of the strategic alternatives. Mark and I are enjoying the exploration of possibilities, and the board is being thorough in its review of all proposals. We anticipate that there will be another quarter dedicated to exploration and discussions. As mentioned in our prepared remarks, when the Board is ready to offer more insights or commentary, we are eager to share that information.

So just sort of wanted to get a sense of the timeline. Would that be a quarter out or two quarters out? Do you think it gets sort of wrapped up?

It's too early to say there too. We'd love it to happen very quickly and to be done, but the Board is intentionally being extremely deliberate and thoughtful about it. We are experiencing excellent service and support from our banking advisors and our legal advisors. So to set a timeframe on it, I am hesitant to do that because I don't want to miss whatever I say, but I would say it's looking favorable that it will happen in the relatively near term.

Got it. Thank you for that. And then just sort of a follow-on question on the farm management revenues and profitability. I know you just made a comment that it was lower than last year. Can you talk about the reasons for the decline and what to kind of expect in terms of the next few quarters on farm management and how the profitability works? It works on the acreage, not on the revenues.

You bet. So this season or this past quarter, decisions were made that there were lower inputs like pest pressures, pesticides, etc., and pruning than in prior periods. And so, as you mentioned, our profitability is based on a per-acre fee, and then so it's basically a cost-plus scenario. So we make about $288 per acre, and then there's some add-ons for different machinery and stuff. So if you get to those 3,000 acres that's where we get to about $1 million that we've talked about in the past of operating profit. So really, as to think about the profitability of that business going forward, we're still continuing to look for new clients. There's lots of flux going around in the citrus industry in general right now. And so we'll look to grow that in fiscal year 2025.

Great. Thank you. I'll take my questions offline. Thank you for answering my questions.

Thank you very much, everybody, for all your questions and your interest in Limoneira. Have a great day.

And this concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.