Limoneira Co

Greetings and welcome to the Lehman Air's Second Quarter 2025 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 is now my pleasure to introduce your host, John Mills with ICR. Thank you, sir. You may begin.

Good afternoon, everyone, and thank you for joining us for Lehman Air's Second Quarter Fiscal Year 2025 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 second quarter fiscal year 2025 earnings release, which went out today at approximately 4 p.m. Eastern time. If you have not had a chance to review the release, it's available on the investor relations portion of the company's website at limanera.com. This call is being webcast, and a replay will be available on Limanera's website as well. Before we begin, we'd 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 10Qs and 10Ks 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 a result of new information, future events, or otherwise. Please note that during today's call, we will be discussing measures including results on an adjusted basis We believe these adjusted financial measures can facilitate a more complete analysis and greater understanding of Luminaire'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 its 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. As we've discussed on previous calls, we've been executing our roadmap to create stockholder value through multiple strategic avenues. We conducted a lengthy process to explore strategic alternatives, which concluded in March and provided valuable insights leading to today's citrus sales and marketing announcement. I'm pleased to announce that beginning in the first quarter of fiscal year 2026, we're merging our citrus sales and marketing operations with Sunkist Growers as one of their largest lemon growers and as a Sunkist private licensed packer. We expect this to quickly improve the efficiency of our supply chain, significantly reduce cost, and provide access to many of the best food service and retail customers in the country. Our sales and marketing personnel will transfer to Sunkist with a significant cost savings to our bottom line. The move will also allow us to cooperatively partner with other Sunkist packers to utilize excess wash and storage capacity within the Sunkist system. These moves will save us approximately $5 million a year in selling and marketing expenses and improve our EBITDA by approximately $5 million a year. This transition directly advances several key objectives, enhances our citrus services business, sharpens our focus on sustainable value drivers, and expands our access to food service and regional and national quick serve restaurants. This citrus sales and marketing announcement reunites organizations built on a shared foundation with a legacy of collaboration, shared values, and deep trust. Both companies were founded in 1893 with common founders and worked together for over a century, developing a profound understanding of the land, our growers, and the market, along with longstanding relationships with customers and partners. Over the years, each entity has evolved and has specialized in distinct ways, strengthening our capabilities, insights, and regional expertise with learnings that now complement one another perfectly. This intentional reunion allows us to blend our individual strengths for greater impact, creating a unified system with aligned teams and shared strategic direction that honors what worked in our past while building new pathways forward. Together we can deliver a leading platform serving food service and quick serve restaurants across multiple segments. This combined sales and marketing effort is uniquely positioned to drive continued growth in the fast-growing QSR sector as well as a strong retail growth opportunity. We are now part of an offering that includes a full category of citrus, providing us access to the very best retail customers in the country who require one go-to-market partner to provide all their citrus needs. By combining with Sunkist, we immediately have access to the largest retail grocers throughout the country because we can assure reliable supply while operating at the lowest cost with a full citrus offering. Through our broader footprint and deeper combined expertise, we'll have enhanced scale and capabilities to serve customers more effectively across the entire citrus market. The combined go-to-market approach will generate meaningful operational efficiencies. Sunkist will consolidate all sales and marketing functions for both companies, citrus production, enhancing our customer relationships while reducing overhead. We'll optimize our supply chain through shared storage, washing, and packing capabilities and deliver enhanced value-added services for customers. Once the transaction is effective, our citrus brokerage business will transition to Sunkist which will reduce our top line revenue. But more importantly, this process will enhance our operational capabilities and cost structure, improving our foundation for sustainable EBITDA growth and margin expansion in our citrus operations. This represents the natural evolution of strategies we've been discussing. We're not changing direction. We're accelerating execution on our stated priorities of growing our citrus business through multiple channels, and growing our long-term citrus returns. The combined scale and capabilities position us to serve our grower partners more effectively, expand our packing services, both our own production and grower partner production, and capture growth opportunities across multiple customer segments, including the high-growth QSR market where consumer demand continues to drive category expansion. We remain committed to our multifaceted approach to shareholder value creation. This joining of forces strengthens our core operating business while we continue executing across our other strategic initiatives. Our avocado business remains unchanged. We continue our planting regime as one of the largest growers in the United States while working with several different handlers, a structure that serves us well. Our real estate development project, Harvest at Limonera, is seeing strong velocity in home sales with robust activity that could accelerate the timing of phase three. We continue to advance our water monetization efforts with two transactions expected to close this year while also remaining focused on the divestiture of our farming assets in Chile and our windfall farms vineyard in Paso Robles. In summary, we're making meaningful progress across our business while positioning ourselves for stronger performance ahead. Our citrus operational enhancements, expanding avocado production, real estate development progress, and water monetization initiatives all contribute to building sustainable long-term shareholder value through our unique asset base and market position. We look forward to updating you on our continued progress across all of these initiatives as we move through the year. And with that, I'll now turn the call over to Mark to discuss our second quarter results.

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 second quarter of fiscal year 2025, total net revenue was $35.1 million compared to total net revenue of $44.6 million in the second quarter of the previous fiscal year. Agribusiness revenue was $33.6 million compared to $43.3 million in the second quarter of last year. Other operations revenue was $1.5 million in the second quarter of fiscal year 2025 compared to $1.3 million in the second quarter of last year. The decline in agribusiness revenue year over year stems primarily from a temporarily oversupplied lemon market. This oversupply has created significant pricing pressure as competitors are selling below cost to retain customers, forcing overall market prices down. We expect relief from these challenging market conditions in the second half of the year as we achieve more substantial market share and benefit from the seasonal pricing improvements typically seen during summer months. Looking beyond this year, the Citrus sales and marketing plan we announced with Sunkist will enhance our resilience to market volatility by creating a more efficient cost structure that enables us to maintain profitability during periods of pricing pressure. Agribusiness revenue for the second quarter of fiscal year 2025 includes $19.7 million in fresh-packed lemon sales compared to $25.8 million during the same period of fiscal year 2024. Approximately 1.4 million cartons of U.S. packed fresh lemons were sold during the second quarter of fiscal year 2025 at a $14.52 average price per carton compared to 1.4 million cartons sold at a $17.85 average price per carton during the second quarter of fiscal year 2024. Brokered lemons and other lemon sales were $2.4 million and $3.8 million in the second quarter of fiscal years 2025 and 2024, respectively. The company recognized $2.8 million of avocado revenue in the second quarter of fiscal year 2025, compared to $2.3 million of avocado revenue in the same period of fiscal year 2024. Approximately 1.2 million pounds of avocados were sold in aggregate during the second quarter of fiscal year 2025 at an impressive $2.26 average price per pound, compared to approximately 1.6 million pounds at a $1.47 average price per pound during the second quarter of fiscal year 2024. Similar to prior year, the company has postponed a significant portion of its avocado harvest from the second quarter into the third quarter in order to capture more favorable pricing. The company recognized $1.6 million of orange revenue in the second quarter of fiscal year 2025 compared to $1.2 million in the second quarter of fiscal year 2024. Approximately 92,000 cartons of oranges were sold during the second quarter of fiscal year 2025 at a $17.07 average price per carton compared to approximately 66,000 cartons sold at a $17.58 average price per carton during the second quarter of fiscal year 2024. Specialty citrus and wine grape revenue was $671,000 in the second quarter of fiscal year 2025 compared to $839,000 in the second quarter of fiscal year 2024. Farm management revenues were $339,000 in the second quarter of fiscal year 2025 compared to $2 million in the same period of fiscal year 2024. The decrease in farm management revenues in the second quarter of fiscal year 2025 was primarily due to the previously announced termination of our farm management agreement effective March 31, 2025. Total costs and expenses for the second quarter of fiscal year 2025 decreased by 22% to $38.5 million compared to $49.3 million in the second quarter of last year. Operating loss for the second quarter of fiscal year 2025 improved by $1.3 million to a loss of $3.3 million compared to an operating loss of $4.7 million in the second quarter of the previous fiscal year. Total other income was $281,000 in the second quarter of fiscal year 2025 compared to $16.5 million in the same period of fiscal year 2024, primarily due to the equity and earnings of investments recognized on the sale of 554 residential home sites at Harvest at Lima Nera in April 2024. Net loss applicable to common stock after preferred dividends for the second quarter of fiscal year 2025 was $3.5 million, compared to net income applicable to common stock of $6.4 million in the second quarter of fiscal year 2024. Net loss for diluted share for the second quarter of fiscal year 2025 was 20 cents compared to a net income for diluted share of 35 cents for the same period of fiscal year 2024. Adjusted net loss for diluted EPS for the second quarter of fiscal year 2025 was $3.1 million compared to adjusted net income for diluted EPS of $8.1 million in the same period of fiscal year 2024. Adjusted net loss for diluted share for the second quarter of fiscal year 2025 was 17 cents compared to adjusted net income for diluted share of 44 cents for the second quarter of fiscal year 2024. A reconciliation of net income or loss attributable to Luminaire Company to adjusted net income or loss for diluted EPS is provided at the end of our earnings release. Adjusted EBITDA for the second quarter of fiscal year 2025 was a loss of $167,000 compared to a gain of $16.6 million in the same period of fiscal year 2024. A reconciliation of net income or loss attributable to Limonera Company to adjusted EBITDA is also provided at the end of our earnings release. You will notice a decrease in the year-to-date estimated income tax rate re-recorded in the first six months of fiscal year 2025 compared to the first quarter. We expect our tax rate to normalize by the end of fiscal year 2025 as discrete transactions are completed. Turning now to our balance sheet and liquidity, long-term debt as of April 30, 2025 was $54.9 million compared to $40 million at the end of fiscal year 2024. Debt levels as of April 30, 2025, minus $2.1 million of cash on hand, resulted in a net debt position of $52.9 million at quarter end. In April 2025, we received $10 million of our share of a $20 million cash distribution from our 50-50 real estate development joint venture with the Lewis Group of Companies. The distribution came from the joint venture's available unaudited cash and cash equivalents which as of April 30, 2025, totaled $37.3 million. Now, I'd like to turn the call back over to Harold to discuss our fiscal year 2025 outlook and longer-term growth pipeline.

Thanks, Mark. We now expect fresh leaven volumes to be in the range of 4.5 million to 5 million cartons for fiscal year 2025, down from our prior expectation of 5 million to 5.5 million cartons and expect avocado volumes to continue to be in the range of 7 million to 8 million pounds for fiscal year 2025. The reduced lemon volume is due to lower fresh utilization in the second quarter, but we believe our third quarter will be stronger than our second quarter. Fiscal year 2025 avocado volume is expected to be lower compared to fiscal year 2024 due to the alternate bearing nature of avocado trees. These operational results do not take into account anticipated additional gains from asset monetization. Looking beyond fiscal year 2025, we have strong visibility on multiple value drivers and a strong EBITDA outlook. We expect to receive an additional $155 million from Harvest and East Area 2 over the next six fiscal years. We are expanding avocado production by 2,000 acres by the end of fiscal year 2027 to capitalize on robust consumer demand, which will significantly enhance our EBITDA outlook as these trees mature and reach full production. Our partnership with Sunkist fundamentally strengthens our citrus business model with $5 million in annual cost savings beginning next year. While this partnership will reduce overall revenue by transitioning our brokerage business to Sunkist, It creates a stronger operational foundation. For fiscal year 2026, we're estimating 4 to 4.5 million cartons, though it's early for formal guidance. This represents our current best assessment given the structural changes. What makes this partnership particularly exciting is the long-term growth potential it creates. Over time, we could see the cartons processed through our packinghouse increase significantly as this partnership enhances our ability to recruit growers and together we expect to access more food service and retail customers. Importantly, we expect our packing margin per carton will increase, which is very favorable for us given the fluctuations in lemon pricing we've experienced over the past few years. This stable pricing combined with our enhanced ability to fill our packing house capacity and the operational efficiencies we're gaining supports sustainable EBITDA growth, and creates a strong foundation for long-term value creation. In summary, we're executing a comprehensive strategy that positions us for both near-term resilience and long-term growth. Today's Citrus sales and marketing announcements, combined with our other growth initiatives, demonstrates our commitment to creating sustainable shareholder value through multiple avenues. We have the asset base, the strategic partnerships, and the operational improvements in place to to deliver on these projections while maintaining the flexibility to capitalize on additional opportunities as they arise. Operator, we'll now open the call to questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. you may press star 2 to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star keys. One moment, please, while we poll for questions. And our first question comes from the line of Ben Cleave with Lake Street Capital Markets. Please proceed with your question.

All right, thank you for taking my questions. Congratulations on the Sunkist deal. And first of all, my phone cut out for a minute or two here, so I am quite certain I'm going to ask you some stuff that has already been addressed, and I apologize here for making you repeat yourself. I have a couple questions on the Sunkist deal. First of all, just kind of some basic information. You said that the brokered fruit business was going to be going away, so I want to make sure I understand this right. So the Revenue-based, it's going to be a little brokered fruit, which is about $27, $28 million the last couple of years. That will be going away, but third-party cartons are going to continue to run through your facility and be reflected on the top line. Is that correct?

That's all correct, Ben. You got it.

Okay, perfect. And then, Donald, can you elaborate a bit on how we should think about kind of the per box economics on this, you know, from day one? Is this a, you know, more of a fixed cost model between the two of you? Is there a variable element to it, you know, depending on, you know, market conditions or anything else? You know, how exactly is this structured?

Yeah, so there's three pieces to it. The first piece is you went right to it. So if you look at our supply chain and the various packing assets that we use to wash, to store, and then to pack fresh lemons, you'll recall that we actually, when we made an acquisition of Oxnard Lemon years ago, we then were very fortunate to be able to divest those assets. But once we divested them, we put ourselves into a required sale-leaseback situation where we needed to lease back the wash and storage capability of our Oxnard facilities. And so that's proven to be very expensive, not only because of the logistics of having fruit here in Santa Paula, but also in Oxnard, but also just with the pure lease payment. So by rejoining Sunkist, we're now able to take advantage of additional capacities that exist in other Sunkist supply chains, specifically in the wash and storage size of their assets that have extra capacity, which gives us the opportunity to use that capability on assets that are closer to us, but also on an as-needed basis with no lease requirements. So that's the first piece of the benefit from it. The second benefit from it is the entire sales and marketing staff that was part of Limonera transitions now over to Sunkist and becomes part of the Sunkist team. So all of that cost moves out of Limonera and over to Sunkist. And Sunkist offers their marketing and sales services at a fixed fee, which is considerably less than the cost per carton that we were paying to provide sales and marketing service. The aspect that was allowing us to continue to invest into this business was growth. But as you've watched, because of the competitive environment, the challenging space out there, the volume growth had been compromised and certainly the pricing growth had been challenged as well. So by moving into a fixed cost environment for the sales and marketing side, that's gonna be a benefit Not to mention the fact that Sunkist has the full category of citrus offerings. So when we go to a customer, we're now able to offer oranges and clementines and easy peel citrus and limes along with our lemons. Whereas before, we were pretty much of a one-trick lemon pony that made it challenging for us to service our retail customers who really like to have the full category of citrus offered. And then the final piece to it is all the administration behind the effort to take care of the accounting and everything behind the sales and marketing effort. All of those are services that are provided in that fixed fee to Sunkist, so no longer will we have that to bear. As far as the margin aspect to your question, our packing margins for our own fruit and for our grower partner fruit remain virtually unchanged, but actually will be strengthened because of the more streamlined infrastructure behind our packing services and the elimination of the Oxnard lease. So the combination of all of those aspects are what give us the confidence in our being able to increase our EBITDA by $5 million year over year from this year to next year and then ongoing in future years.

Perfect. That's very helpful. And apologies again if you went over any of that for a second time. One other question on Sunkist, and then I'll move over to the operational questions, is around balance sheet. Is there any, I didn't hear any balance sheet impact one way or another here when the transaction is completed. Is that correct?

Yeah. So really the main effect will be for us is AR and credit. So that will then all go over to the Sunkist system. So really we're just going to have an inventory and a sales position. And so that will be really helpful from a cost perspective and logistics on our side. And then, like we said, we just have that fixed charge per carton of our own grown cartons. Okay.

All right. Very good. Thanks, Mark. Turning to kind of the current state of affairs on the avocado side, given that you are delaying the harvest, you know, with great intention here, It seems to be that you're pretty comfortable with fruit size and quality at this point, but just going into harvest, wondering if there's anything you wanted to call out regarding either of those.

So Mother Nature's been good to us this year. The weather's been cooperative. We haven't had a lot of heat. We've had warm days, cool nights. We've had pretty good rainfall, less than average rainfall, but spread out in a nice way that gives us comfort that we're going to continue to see the fruit size. And, Ben, as you know from prior years, the longer you can hold the avocados on the tree, the better chance we can get a bigger size, and the bigger size typically create better pricing but also more weight, and we get paid on the weight. So the strategy of holding fruit into the later months, we believe because of Mother Nature's cooperation that it's going to give us a good opportunity for some bigger size, more volume, and we still are confident that the market will remain in a really strong position.

Okay, perfect. Thank you. And then one more from me on avocados, and I'll pass it on, is, The, you know, the biennial nature of the harvest is something you guys have talked about quite a bit. So I appreciate you flagging it again, though, here for comparing this year's harvest to last year. But I'm wondering, you know, as you look from, say, fiscal 24 to fiscal 26, do you think that any of the plantings that you've made over the past few years are going to be bearing yet by 26 such that you would expect kind of an increase in yield between 24 and 26, or is that maturity still, you know, kind of a fiscal 27 and beyond type of event?

Yeah, no, that's a great question. So we are actually very pleased with the progress of our early plantings. They come out of the nursery with about two years on them, and so our earliest plantings now have about three years on them, and we just did a harvest on a strip block there and got over 10,000 pounds an acre for a three-year-old tree. So, you know, we're trying to get to an average of 17. So we think those are about a year to a year and a half ahead of what we expected. So that's why we have the confidence of getting those 2,000 acres into 50 million of EBITDA by 2030. Great. Great. Very good.

All right. Well, thank you for taking my questions. Congratulations again on getting this deal across the finish line. I'll get back to you.

Thanks, Ben. Thanks, Ben.

Thank you. And as a reminder, if anyone has a question, you may press star 1 on your telephone keypad to join the queue. And it looks like we have reached the end of the question and answer session. Therefore, I would like to turn the floor back over to CEO Harold Edwards for closed remarks.

Great. I'd like to thank you all for your questions and your interest in Lima Nera, and I hope you all have a great day. Thank you.

Thank you, and this concludes today's conference, and you may disconnect your lines at this time. Thank you, and have a great day.