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Greetings, and welcome to Limoneira's second quarter 2026 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 you to our host, John Mills with ICR. Thank you. You may begin.

Good afternoon, everyone, and thank you for joining us for Limoneira's second quarter fiscal year 2026 conference call. On the call today are Harold Edwards, President and Chief Executive Officer, and Greg Hamm, Chief Financial Officer. By now, everyone should have access to the second quarter fiscal year 2026 earnings release, which went out today at approximately 4:05 P.M. Eastern Time. If you've not had a chance to view 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'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 risks detailed 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 a result of new information, future events, or otherwise. Please note that during today's call, we'll 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've 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 included Adjusted EBITDA and adjusted diluted earnings per share, 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. With that, it's my pleasure to turn the call over to the company's President and CEO, Mr. Harold Edwards.

Thanks, John. Good afternoon, everyone. Our second quarter results demonstrate continued execution of our strategic transformation to position Limoneira for long-term value creation. Our second quarter includes $23.8 million of non-cash charges, comprised of $9.3 million of impairment on the Windfall Farms property, $7.8 million loss on asset disposals, primarily related to our Yuma, Arizona lemon orchards, $5.1 million of net accumulated foreign exchange losses, and $1.6 million in allowance on foreign receivables. We exceeded expectations for revenue and Adjusted EBITDA in the second quarter, reinforcing our confidence in the strategic decisions we are implementing. The fundamentals of our business are strengthening as we track towards our targeted $10 million in annual selling, general, and administrative savings, excluding the second quarter allowance on foreign receivables, and benefiting from improved operational efficiency through our Sunkist partnership.

Our avocado production capacity continues to expand. We increased our full-year avocado volume guidance reflecting the strength of our growing operations. These enhancements lead us to a high level of confidence in achieving positive Adjusted EBITDA in the third and fourth quarters of this year. It's important to remember that Sunkist provides enhanced customer access to premium food service accounts and major U.S. retailers through a full category citrus offering. This positions us to deliver comprehensive solutions for both food service and retail buyers while removing pricing pressure from the marketplace and strengthening both our packing margins and grower partner relationships. Considering we are now seeing lemon pricing above $20 per carton and continued high levels of fresh utilization, we are very confident in improved performance this year as a lemon grower. Another key initiative involved expanding our avocado production.

Today, we have 1,700 acres planted, with only 800 acres currently bearing fruit. An additional 800 acres will begin bearing fruit over the next two to four years, representing a near 100% increase in our avocado production capacity. Included are 400 acres of avocados we planted in 2023 and 2024 that are expected to set a crop this year and be additive to volume in fiscal year 2027. California avocados command premium pricing due to superior quality, and our strategic location provides logistical advantages to the highest per capita consumption markets in the Western U.S. Beyond our core agricultural business, we continue to unlock value from our diversified asset base. During the second quarter, we completed two strategic initiatives.

Our 50/50 organic recycling joint venture with Agromin to create a potential high-return platform with the ability to process up to 295,000 tons of organic waste annually and expected to generate substantial shared earnings when the facility becomes operational in fiscal year 2027. In addition, we executed an agreement for the partial sale of our Paso Robles, California vineyard for $16 million, which Greg will provide more details on in a moment. We've also taken decisive steps in Arizona, ceasing citrus farming operations on 600 acres of lemons to focus on water monetization by farming low water use crops, which we anticipate will make this asset significantly more profitable. Our water monetization strategy is advancing on track, and we expect a monetization event from our Class III Colorado River water rights in fiscal year 2026.

Additionally, our Santa Paula Basin conserve pumping rights represent high-value non-operational resources that we can convert to cash while maintaining our agricultural operations. We also have our real estate development project, Harvest at Limoneira. We continue to expect future proceeds from Harvest, Limoneira Lewis Community Builders II, and East Area 2 to total $155 million over the next five fiscal years. Home sales for Phase 2 continued to be robust, with two to seven homes per week being sold. Phase 3 of the project consists of approximately 500 home lots, and we believe we will go to market with this phase in fiscal year 2027. In addition, we have 300 apartments approved and expect to break ground on this portion of the project in the second half of 2027.

Part of our real estate development is a 25-acre East Area 2 medical pavilion project that we believe could begin to be monetized in fiscal year 2026. Additionally, we have Limco Del Mar, our 221-acre agricultural infill property, which represents a strategic asset with potential for residential development and significant long-term value creation. In summary, as we enter the second half of fiscal year 2026, we believe we are very well positioned to achieve positive Adjusted EBITDA and continue building the foundation for sustained profitability.

Looking at the remainder of this year and into 2027, we expect to benefit from the Agromin joint venture that we expect will contribute to earnings in 2027, further expansion of avocado acres to be planted in 2027, $10 million in savings from our SG&A improvements in 2026, increased cash flow from Harvest at Limoneira, continued improvement in our Sunkist relationship, and expected monetization of water rights. We've transformed our cost structure, focused our revenue streams, optimized our asset base, and positioned ourselves for sustainable EBITDA growth, and the items I just discussed have us very well positioned to unlock the tremendous asset value at Limoneira. Now let me turn it over to Greg for the financial details, and then we'll take your questions.

Thank you, Harold, and good afternoon, everyone. I'm pleased to be speaking with you today to discuss our second quarter fiscal year 2026 financial results. Our second quarter performance demonstrates meaningful progress in our strategic transformation. While we are navigating a transitional period under our Sunkist partnership, I'm encouraged to report that we exceeded expectations for revenue and Adjusted EBITDA this quarter. This validates the operational improvements we've been implementing and gives us confidence as we move into the seasonally stronger second half of our current fiscal year. Let me start by addressing the quarterly rhythm that's now fundamental to understanding our business. Under the Sunkist partnership, the seasonality of our lemon revenue has shifted. The first and second quarters represent our seasonally softer periods, while the third and fourth quarters will be stronger.

Total net revenues for the second quarter of fiscal year 2026 were $23.9 million, compared to $35.1 million in the second quarter of fiscal year 2025. AgriBusiness revenues totaled $22.5 million, compared to $33.6 million in the prior year second quarter. Other operations revenue was $1.4 million compared to $1.5 million in the prior year second quarter. The year-over-year decrease in total net revenues reflects three key strategic changes. First, the Sunkist transition and its shift in the quarterly sales cadence. Second, our exit from the brokerage business and Chilean farming operations in the first quarter of this year. Third, the termination of our farm management operations last fiscal year. Fresh lemon carton sales were $17.1 million in the second quarter of fiscal year 2026, compared to $19.7 million in the same period last year.

We sold approximately 1,028,000 cartons of fresh lemons at an average price of $16.63 per carton during the second quarter of fiscal year 2026, compared to 1,357,000 cartons at $14.52 per carton in the prior year second quarter. The decrease in volume was related to the change in cadence under the Sunkist agreement. It's important to note that per carton prices for fiscal year 2026 are net of the Sunkist marketing fee. Brokered lemons and other lemon sales were immaterial in the second quarter of fiscal year 2026 compared to $2.3 million in the second quarter of fiscal year 2025.

The decrease primarily due to the sale of our Chilean farms in the first quarter of fiscal year 2026. Turning to avocados, we delayed the harvest of a portion of our avocados and recognized nominal avocado revenue in the second quarter of fiscal year 2026, compared to $2.8 million in this prior year period. This was a deliberate decision on our part to delay the harvest to capture better expected pricing in the third quarter of this fiscal year. Orange revenue was nominal in the second quarter of fiscal year 2026, compared to $1.6 million in the same period last year, primarily related to the transition of citrus brokerage operations to Sunkist. Specialty citrus and wine grapes were also nominal in the second quarter of fiscal year 2026, compared to $700,000 in the second quarter of fiscal year 2025, due to the transition of our citrus brokerage operations to Sunkist.

There was no farm management revenue in the second quarter of fiscal year 2026, compared to $300,000 in the prior year period, due to the termination of our farm management agreement effective March 31, 2025. Total costs and expenses in the second quarter of fiscal year 2026 were $45.6 million, compared to $38.5 million in the second quarter of last fiscal year. Driving this increase were two significant non-cash charges. We recorded a $9.3 million impairment related to the strategic sale of an 80% interest in our Windfall Farms vineyard property in Paso Robles, and a $7.8 million loss on asset disposals, primarily related to the disposal of lemon orchards in Yuma, Arizona. Combined, these non-cash charges totaled $17.1 million and were disciplined capital allocation decisions.

The Windfall Farms transaction, which we announced in April, involves selling an 80% interest in approximately 724 acres in Paso Robles for an aggregate purchase price of $16 million, $10 million in cash at closing, and a $6 million seller finance note secured by a deed of trust. We're retaining 20% interest in the property. This transaction allows us to monetize a non-strategic asset, redeploy capital into higher return opportunities, and maintain upside participation in the vineyards through our retained interest. We expect this transaction to close in the fourth quarter of FY 2026. The Yuma Lemon Orchard disposal decision is equally strategic. We've made the decision to cease farming operations on the 600 acres of lemons that are Associated Citrus Packers' property in Yuma, Arizona. This decision aligns with our water monetization strategy.

Instead of farming marginally profitable lemon acres, we're focusing on water monetization by conserving water by a crop substitution to low water use crops. We believe this makes the Arizona asset significantly more profitable on a go-forward basis. These impairment and disposal related charges were partially offset by a decrease in agribusiness costs and expenses, a $1.1 million increase in other operating income from insurance proceeds, and a decrease in selling, general, and administration expenses. The SG&A reduction reflects our targeted $10 million in annual savings from our Sunkist partnership net of a second quarter allowance on foreign receivables. We are seeing these planned cost improvements flowing through our P&L. Operating loss for the second quarter of FY 2026 was $21.7 million, compared to an operating loss of $3.3 million in the prior year period.

The increase in operating loss was primarily due to the decreased agribusiness revenues and net increased costs and expenses, which included the $17.1 million in non-cash charges I described earlier. Additionally, total other expense for the second quarter of FY 2026 includes $5.1 million in accumulated foreign exchange losses recognized on the Chilean farming entities. This foreign currency loss accumulated from the time we purchased the Chilean farms approximately eight years ago until we received proceeds from the sale of these entities. On a positive note, we received $2.3 million in aggregate insurance proceeds in March 2026 related to an incident at our packing house, partially related to repair costs we incurred in the first quarter of FY 2026.

Of the total insurance proceeds received, $1.2 million was recognized as a reduction of agribusiness costs, and $1.1 million was recognized in other operating income during the second quarter of FY 2026. Net loss applicable to common stock after preferred dividends was $21.4 million or $1.20 per diluted share in the second quarter of FY 2026, compared to a net loss applicable to common stock of $3.5 million or $0.20 per diluted share in the second quarter of FY 2025. The increase in net loss reflects the same factors impacting total costs and expenses and operating loss described earlier. Let me turn to our adjusted results.

Adjusted net loss for diluted EPS in the second quarter of FY 2026 was $5.2 million or $0.29 per diluted share, compared to an adjusted net loss of $3.1 million or $0.17 per diluted share in the prior year period. A full reconciliation is provided in our earnings release. Non-GAAP Adjusted EBITDA was a loss of $1.7 million in the second quarter of FY 2026, compared to a loss of $200,000 in the same period last year. We exceeded expectations on Adjusted EBITDA in the second quarter of FY 2026, and a reconciliation to net loss attributable to Limoneira Company is provided in our earnings release. I want to emphasize what these second quarter results represent.

They reflect the new seasonal cadence under our Sunkist partnership, the specific non-cash charges I described, and the strategic investments we're making to position the company for improved performance throughout the remainder of FY 2026. The underlying operational trends are positive, and we have clear visibility into accelerating performance in the second half of this fiscal year. Turning to our balance sheet. We remain in a solid position to execute on our strategic initiatives, and I expect our liquidity position to improve as we move into the seasonally stronger second half of the fiscal year. Long-term debt as of April 30, 2026 was $93.7 million, compared to $72.5 million at the end of FY 2025.

The increase in debt reflects the seasonal nature of our business and timing of cash flows, which we expect to improve in the third and fourth quarters as our higher volume periods generate stronger cash flow. As we enter the second half of FY 2026, now our seasonally stronger period, we have visibility into expected improvements in financial results. Our third and fourth quarter should benefit from higher lemon volumes under the Sunkist agreement, increased avocado volumes as we strategically delayed harvest to capture better expected pricing, and continued operational efficiency. Now I'd like to turn the call back to Harold to discuss our FY 2026 outlook and longer-term growth pipeline.

Thank you, Greg. Looking at the remainder of FY 2026, we expect to achieve positive Adjusted EBITDA in the third and fourth quarters due to a large increase in avocado volumes, better lemon volume and pricing, and realization of cost savings. For full year FY 2026, we are reiterating our fresh lemon volumes of 4 million-4.5 million cartons and are raising our avocado volumes to 5.5 million-6.5 million pounds. Beyond our core operations, we have several additional value creation opportunities progressing. Our real estate pipeline remains strong with $155 million in expected total proceeds over the next five fiscal years. The Limco Del Mar entitlement process represents another significant real estate development opportunity, and our organic recycling joint venture is expected to contribute meaningful earnings when the facility becomes operational in FY 2027.

We've built a more resilient business model that's less dependent on commodity lemon pricing while creating multiple engines for profitable growth. We believe we are very well positioned to begin unlocking the tremendous value in all of our assets over the next few years and look forward to updating you on our progress. Operator, we'll now open the call to questions.

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

Hey, guys. Thanks for taking my question. Notice with harvest timing, you delayed the avocado harvest to capture better pricing with only 285,000 pounds sold in Q2 at $0.96 a pound. How much volume has been pushed into Q3, and what pricing are you currently seeing in the market?

That's a great question. We pushed about 500,000 pounds from Q2 into Q3. Right now we're seeing pricing anywhere. Remember, pricing is a function of how many sizes and the price per size. The peak size right now is about a 48 avocado, and we're seeing about a $1.40

As of today.

$1.40 for 48s avocados today. Anywhere from $1.30 to $1.40. I would expect our blended average price to be somewhere on the order of magnitude of $1.30 maybe.

Gotcha. Okay. Thank you. Can you also give us an update on current lemon pricing per carton?

Lemons are also another encouraging story right now. We're seeing average pricing across all grades and sizes above $20. Greg and I just saw a forecast for the remainder of the fiscal year that has the average pricing across all sizes and grades, the average going up about $1 a carton each month between now and October. Theoretically $21 in July, $22 in August, and so on and so forth. We haven't seen that much strength in lemon pricing since 2018.

Oh, awesome. Well, good to hear. One more for me. With Windfall Farms, it's a little bit of a closing risk potentially. Paso Robles sale is structured with $10 million cash and $6 million promissory note. What are the conditions to closing in Q4? What happens to the transaction if the buyer can't close on schedule?

Yeah. If the buyer can't close on schedule, the deal probably falls out of escrow. We receive our first hard money on July 1st, just in a matter of weeks here. The deal can close at any time after July 1st. We gave the buyer a substantial amount of time for him to complete his due diligence, which is, he can extend it all the way to the end of October, at which point he'll have to fund $10 million to execute the transaction. Will owe us $2 million annually for the next three years to complete the $16 million purchase for 80% of the farm.

Got you. Okay. Well, thank you. I'll hop back in queue.

Thank you.

Thank you. Our next question comes from the line of Pooran Sharma with Stephens Inc. Please proceed with your question.

Hi, this is Jack Hardin on for Pooran Sharma. Just to follow up on the lemon pricing and Sunkist. Pricing was up year-over-year, despite being net of the Sunkist marketing fee. How much of that improvement is mix or market/Sunkist customer access or fresh utilization?

That's a great question because it's a little bit of all of the above. I would say the market is strengthening, but I would attribute the majority of the increase to the very, very strong market presence that Sunkist provides, with contract relationships with retail buyers and very strong contracts with food service buyers. Maybe the last thing just to mention is that our fresh utilization since returning to Sunkist is the highest we've seen in years, above 80% so far. I know we still have half the year to go, but we're off to a great start in our relationship with Sunkist.

Awesome. Thank you. Then for the Colorado River timing for the water rights in FY 2026, what milestones should investors watch between now and year-end, and what is most likely the structure? Is it following agreement, outright sale, or something else?

I'll take that one. Outright sale is probably less likely than some sort of crop substitution that frees up water that's allocated to our land and make it available to lease long-term or sell the access to the rights directly. I think as far as what needs to happen to get that done, we're keeping an eye closely on some contracts along the Colorado River with the reservoirs that are set to expire December 31 of 2026. The pressure's on BLM or Bureau of Land Management reclamation to get things moving in the right direction. At the very least, there would be an extension of the current following agreements. We think there's more opportunity that we get a long-term program in place and we can monetize ourselves.

Awesome. Thanks so much.

Thank you. Once again, ladies and gentlemen, if you'd like to ask a question, please press star one on your telephone keypad. That is star one. All right. It looks like there are no more questions at this time. I'd love to turn this floor back over to Harold Edwards for closing comments.

We'd like to thank you for your questions and your interest in Limoneira, and wish you all a very great day. Thank you.

Thank you much.

Thank you. With that, ladies and gentlemen, this does conclude today's teleconference. We thank you for your participation, and you may disconnect your lines at this time and have a wonderful rest of your day.