Attached files
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EX-99.1 - Limoneira CO | v209967_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 3, 2011
Limoneira
Company
(Exact
name of registrant as specified in its charter)
Delaware
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001-34755
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77-0260692
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||
(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer Identification
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||
of
incorporation)
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No.)
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1141
Cummings Road
Santa
Paula, CA 93060
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (805) 525-5541
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
8
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Other
Events
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Item
8.01
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Other
Events.
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On February 3, 2011, Limoneira Company
(the “Company”) closed the exercise of the purchase option contained in its
lease of the Rancho Refugio/Caldwell Ranch, which allowed the Company to acquire
the property for a purchase price of approximately $6.5
million. Concurrently with the close of its purchase option, the
Company sold the property for $10 million to Rancho Guacamole LLC, a California
limited liability company. The Company estimates the gain on the
$10,000,000 property sale will be approximately $1.3 million, net of the $6.5
million purchase price, $1.5 million remaining capitalized in leasehold
improvements previously incurred on the property and $700,000 of estimated
selling costs. The net cash realized from the transaction will be
approximately $2.8 million.
The Company has entered into a lemon
packing, marketing and sales agreement with the purchaser, for which it will
earn fees for packing, marketing and sales of lemons produced on the property
and another contiguous property owned by the purchaser. The sale of
the property will result in a reduction in lemon and avocado production and
related agriculture revenues, agriculture costs and expenses and operating
income of approximately $1.3 million, $1 million and $300,000,
respectively. The reduction in agriculture revenues and operating
income as a result of the sale of the Ranch Refugio/Caldwell Ranch will be
partially off-set by fees from the lemon packing, marketing and sales agreement
with the purchaser.
Section
9
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Financial
Statements and Exhibits
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Item
9.01
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Financial
Statements and
Exhibits.
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(d)
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Exhibits.
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99.1
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Limoneira
Company Press Release dated February 3, 2011.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
February 3, 2011
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LIMONEIRA
COMPANY
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By:
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/s/
Harold S. Edwards
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Harold
S. Edwards
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President
and Chief Executive Officer
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