Operator: Greetings, and welcome to the Limoneira's Second 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 is now my pleasure to introduce your host, John Mills with ICR. Thank you, sir. You may begin.

John Mills: Thank you, Diego, and good afternoon, everyone, and thank you for joining us for Limoneira's second quarter fiscal year 2024 conference call. On the call today are Harold Edwards, President and Chief Executive Officer, and Mark Palamountain, Chief Financial Officer. By now, everyone should have access to the second 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 on results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risk factors 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 earnings per share 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.

Harold Edwards: Thanks, John, and good afternoon, everyone. I'm very pleased that our overall business generated adjusted EBITDA of $16.6 million for the second quarter, which represents more than double that of the prior year period, highlighting the continued momentum in our Harvest at Limoneira real estate development joint venture project with The Lewis Group. These overall results were achieved even as we decided to move the majority of harvesting our avocados to the third quarter for higher pricing and better volume. We continue to follow through with our previously discussed transition by expanding our avocado plantings by 1,000 acres over the next three years to 2,000 acres with 223 acres planted in fiscal year 2024. We expect this expansion of our avocado production will dramatically increase our longer-term EBITDA to $45 million to $55 million by fiscal year 2030 compared to the prior target of $30 million. Keep in mind, this does not include our expected increase in cash flow from the Harvest at Limoneira project, which I will discuss. We recently achieved two significant milestones for our company. First, in April of 2024, the joint venture 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, a few weeks ago, the Santa Paula City Council approved the joint ventures 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 Lewis plans to construct 300 multifamily rental homes on a mixed-use portion of the project. This is a 37% increase in residential units, unlocking further value creation opportunities. Based on these events and continued increase in the land value associated with this project, we have increased our cash flow projections by 46% and now expect to receive $180 million in total future proceeds spread out over the next seven fiscal years with approximately $18 million expected in fiscal year 2024. Now I'd like to provide a quick update on our decision to evaluate strategic alternatives for the overall business. Over the past 18 months, we have developed a strategic roadmap intended to enhance near and long-term shareholder value. Today, we consider ourselves to be in a strong financial position having recently reduced our net debt position, rightsize the balance sheet through our ongoing strategic shift towards an asset-lighter business model and increased our cash flow projections from Harvest at Limoneira. As part of our exploration of strategic alternatives to maximize value and given the strong interest we are receiving, we decided it is in the best interest of our stockholders to move away from pursuing a packinghouse in Chile and instead add value by focusing on expanding our avocado production over the next three years. Long-term debt as of April 30, 2024, was $59.5 million compared to $40.6 million at the end of fiscal year 2023. Debt levels as of April 30, 2024, less $1.4 million of cash on hand, resulted in a net debt position of $58.7 million at quarter-end. However, it's important to note that our 50-50 joint venture with Lewis held $102.1 million of cash and cash equivalents as of April 30, 2024, of which our share is 50%. Furthermore, with the closure of the additional 554 residential home sites in April, the joint venture is expected to distribute $30 million in June of 2024 with Limoneira entitled to $15 million of the proceeds. This additional liquidity source for our joint venture provides further financial flexibility beyond the quarter-end net debt figure. Even after the recent nonstrategic asset sales this past 1.5 years, we continue to manage approximately 10,500 acres of land with 21,000 acre-feet of owned water usage and pumping rights. In fiscal year 2024, on the operational side of our business, you will continue to see our transition to an asset-lighter business model and focus on the best use of our assets to enhance shareholder value. We have dramatically decreased interest expense, removed our pension obligation are receiving quarterly payments from Yuma Mesa Irrigation and Drainage District, for our following program, and we believe lemon and avocado pricing will be better this year compared to fiscal year 2023, positioning us well for strong improvements in fiscal year 2024. In addition to our operational improvements, our Board and management team will continue to evaluate how to best leverage our expertise in farm management packing, marketing and distributing citrus, combined with our valuable portfolio of agricultural lands, real estate properties and water rights in order to enhance long-term shareholder value. And with that, I'll turn the call over to Mark.

Mark Palamountain: 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 2024, total net revenue decreased 7% to $44.6 million compared to total net revenue of $48.1 million in the second quarter of the previous fiscal year. Agribusiness revenue was $43.3 million compared to $46.7 million in the second quarter of last year. Other operations revenue was $1.3 million in the second quarter of fiscal year 2024 compared to $1.4 million in the second quarter last year. Results in the second quarter of fiscal year 2024 were impacted by increased rainfall in California that delayed the picking of lemons and caused fresh utilization in the second quarter to fall to around 70%. Agribusiness revenue for the second quarter of fiscal year 2024 includes $25.8 million in fresh pack lemon sales compared to $26.6 million during the same period of fiscal year 2023. Approximately 1,446,000 cartons of US packed fresh lemons were sold during the second quarter of fiscal year 2024 at a $17.85 average price per carton compared to 1,547,000 cartons sold at a $17.23 average price per carton during the second quarter of fiscal year 2023. Brokered lemons and other lemon sales were $3.8 million and $2.5 million in the second quarter of fiscal year 2024 and 2023, respectively, representing 52% growth year-over-year. The company recognized $2.3 million of avocado in the second quarter revenue [years] (ph) fiscal 2024 compared to $3.6 million during the same period of fiscal year 2023. Avocado revenues in the second quarter of fiscal year 2023 included legal settlement proceeds of $2.4 million allocated to avocados. Approximately 1,595,000 pounds of avocados were sold in aggregate during the second quarter of fiscal year 2024 at a $1.47 average price per pound compared to approximately 941,000 pounds sold at a $1.30 average price per pound during the second quarter of fiscal year 2023. The company strategically postponed a significant proportion of its avocado harvest from the second quarter into the third quarter of fiscal year 2024 in order to capture more favorable anticipated pricing. The company recognized $1.2 million of orange revenue in the second quarter of fiscal year 2024 compared to $1.4 million in the second quarter of fiscal year 2023. Approximately 66,000 cartons of oranges were sold during the second quarter of fiscal year 2024 at a $17.58 average price per carton compared to approximately 88,000 cartons sold at a $15.72 average price per carton during the second quarter of fiscal year 2023. As a reminder, the company opportunistically has buy-sell arrangements for orders with our retail and foodservice customers to complement our lemon sales. Specialty citrus and other crop revenue was $800,000 in the second quarter of fiscal year 2024 compared to $1 million in the second quarter of fiscal year 2023. During the second quarter of fiscal year 2024 and 2023, approximately 29,000 and 41,000 40-pound -- 40-pound carton equivalents were sold at an average price per carton of $29.24 and $24.78 respectively. Farm Management revenues were $2 million in the second quarter of fiscal year 2024 compared to $1.4 million in the same period of fiscal year 2023. Total costs and expenses for the second quarter of fiscal year 2024 were $49.3 million compared to $59.1 million in the second quarter of last year. The decrease of $2.7 million was primarily related to the 2023 Cadiz Ranch asset disposal, partially offset by increases in agribusiness costs and expenses and selling, general and administrative expenses. Operating loss for the second quarter of fiscal year 2024 was $4.7 million compared to operating loss of $3.9 million in the second quarter of the previous fiscal year. Net income applicable to common stock after preferred dividends for the second quarter of fiscal year 2024 was $6.4 million compared to a net loss applicable to common stock of $1.7 million in the second quarter of fiscal year 2023. Net income per diluted share for the second quarter of fiscal year 2024 was $0.35 compared to a net loss per diluted share of $0.10 for the same period of fiscal year 2023. Adjusted net income per diluted EPS for the second quarter of fiscal year 2024 was $8.1 million compared to $3.9 million in the same period of fiscal year 2023. Adjusted net income per diluted share for the second quarter of fiscal year 2024 was $0.44 compared to adjusted net income per diluted share of $0.21 for the second 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 more than doubled in the second quarter of fiscal year 2024 compared to the prior year period and was $16.6 million compared to $6.2 million. The $10.4 million improvement highlights the continued momentum of our Harvest real estate development project. A reconciliation of net income or loss attributable to 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 our domestic debt, except the AgWest Farm Credit, $40 million nonrevolving line of credit, which has a fixed interest rate of 3.57% until July 1, 2025. Long-term debt as of April 30, 2024, was $59.5 million compared to $40.6 million at the end of fiscal year 2023. The increase was primarily driven by working capital needs, which typically peak in the second quarter. Debt levels as of April 30, 2024, minus $1.4 million of cash on hand resulted in a net debt position of $58.7 million at quarter-end. As Harold mentioned, it is important to note that our 50-50 joint venture with Lewis held at $102.1 million of cash and equivalents as of April 30, 2024, of which our share is 50%. Furthermore, with the closure of the additional 554 residential homesites 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 partnership 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 long-term growth pipeline.

Harold Edwards: Thanks, Mark. We are very pleased with the strategic direction of our company. We continue to expect fresh lemon volumes to be in the range of 5 million to 5.5 million cartons for fiscal year 2024. We are increasing our avocado volume estimates and now expect them to be in the range of 9 million pounds to 10 million pounds for fiscal year 2024 compared to previous guidance of 7 million pounds to 8 million pounds. Longer term, we are raising our outlook for EBITDA accretion of $45 million to $55 million by fiscal year 2030, up from its previous target of $30 million. This increase is underpinned by plans to significantly expand avocado production by planting 1,000 acres of avocados over the next three years to capitalize on robust consumer demand trends. During this transition, the company expects fiscal year 2025 and fiscal year 2026 operational results to be similar to fiscal year 2024. Keep in mind, this does not take into account expected additional earnings from Harvest at Limoneira. Turning to our real estate. Due to additional entitled lots and the increased value of the overall projects, we now expect to receive total future proceeds of $180 million, a 46% increase from previous expectation from Harvest at Limoneira, Limoneira Lewis Community Builders 2 and East Area 2 spread out over the next seven fiscal years. And with that, I'd like to turn it back to the operator.

Operator: [Operator Instructions] And our first question comes from Raj Sharma with B. Riley Securities. Please state your question.

Raj Sharma: Hi, thank you for taking my questions. I have a couple of them. Just wanted to clarify on Harvest. The Phase 1, was that -- that's completed, Phase 2 is completed, and now you have an additional 550 units. And Phase 1 was 707 units and Phase 2 was 554 units, is that correct? And then just trying to reconcile the 1,261 units done so far to the 1,500 units that was original. If you could clarify that, and I've got a couple of more questions.

Mark Palamountain: Yeah. So the 1,261 is completion of Phase 1 and Phase 2, as you indicated. The total number of single-family units that will be sold is 1,750. And then the additional 300 to get us to 2,050 will be for rent multifamily apartments there, if that answers the question.

Raj Sharma: Got it. Okay. Great. Thank you.

Mark Palamountain: It's about just around 500 additional lots in Phase 3, if you did the math.

Raj Sharma: Got it. Okay. That's very helpful. Thank you. And then just your comment on strategic review, I think Harold's comments on strategic review, how does that relate to -- I mean you've obviously not announced the final results of the review. But how -- could you help us understand how that related to the Chilean packinghouse being taken off the market and expanding the avocados for another -- by three years. Can you provide some color there? Is it to make your ongoing operation a more robust one, asset light and that perhaps helps the eventual shareholder value unlock post to the strategic review?

Harold Edwards: Yes. So, thank you for that question, Raj. So the strategic pivot there is, as we look forward at the potential value creation of expanding our avocado production domestically, we believe that more than offsets what we were anticipating in potentially generating by investing more capital into Chile to build the packing house and then to increase our supply chain by the maturing lemon trees that we're working with, not only of our own orchards in Chile, but also with our grower partners there. And so we felt strategically, it would be a much better opportunity for us to lock in better value creation for our shareholders by increasing the avocado production here but also then transitioning our ideas of how we're going to add value to the 5 million cartons that eventually will have access to in Chile by continuing to focus on marketing and selling them, but not necessarily packing them, which was going to take an additional requirement for capital investment. So we think that it's a lot less capital investment to expand our avocado production, but we also think the value creation of that will be significantly greater than our views on what our forecast were for the packinghouse at Chile. So when you put it all together, that was the rationale of why we made that pivot.

Raj Sharma: Got it. That's very helpful. And then just last question from me. Could you help clarify the economics of the 1,000 acres of avocados over three years? How soon could you see this? And I see that your estimate of EBITDA has gone up from $30 million to $45 million. So is that the additional $15 million to $20 million all coming from the avocados. And at current prices, how would those economics work?

Mark Palamountain: Yeah. So great question. So right now, avocados, we've got about 1,200 acres in the ground, of which 800 acres and change are full bearing. Typically, we expect to get anywhere from 10,000 to 15,000 pounds per acre depending on the age of the trees and whatnot. And so the additional 1,000 acres that we're planting, we believe we'll get to somewhere between 25 million pounds and 30 million pounds a year of avocados. And as you know, the volatility of avocado pricing has been anywhere from $1 to $2 a pound over the last period of time. So the reason why we see it basically flat is as we planted, we started planting about 18 months ago. And so over the next, call it, 2 years, 2.5 years, while we get those trees to their first commercialization, which is usually after year four, then you'll start to see that rise in EBITDA. So going call it, from the $15 million to $20 million range -- by 2030, we think somewhere between $40 million and $55 million is very achievable depending on the price in that is that sort of $1.20 to $1.70 kind of range there. So between '26, '27 and then '30, I think you can just see incremental growth going up every year, $5 million to $7 million just as those new trees come online.

Raj Sharma: Got it. And then just lastly. So obviously, you are expecting the next three years, you don't expect any sort of demand supply to suffer in avocados, you expect the demand-supply dynamics to stay as robust as they probably look to you right now? I mean, any impact from Mexico that could…

Harold Edwards: No, that's a great question, Raj. So we are very bullish on California avocados because if you look at the seasonality of the avocados that we produce here today and into the future, we believe we have a sustainable market niche in the North American market where Mexico is between crops and that creates a little window of opportunity from May to July that will allow us to essentially be alone with California. We'll be competing against Peruvian fruit at that point. But the market today, and we believe sustainably into the future is seeking more California fruit during this time period because the logistics are closer to the market. It's a fresher product and it's perceived as a very high-quality product, which consumers demand and want and prefer. And so we believe this little niche is not only sustainable, but one of the other dynamics that's driving this decision is as you've seen drought conditions and water challenges in San Diego County, Orange County, moving up into Los Angeles County, you've seen a lot of that California production of avocados come out and a lot more production coming up into Ventura County, where the climate is ideal and there's still sustainable sources of water that exist in this area that we believe gives us a unique opportunity to capitalize on a significant growth in the amount of California avocados that are produced and then marketed and sold domestically here in the United States.

Raj Sharma: Great, great. Excellent. Thank you for taking my questions. I'll take this offline.

Harold Edwards: Thank you, Raj.

Operator: [Operator Instructions] Our next question comes from Ben Klieve with Lake Street Capital Markets. Please state your question.

Ben Klieve: All right. Thanks for taking my question. First, congratulations on the really sudden news out of the harvest initiative. I know that took a while to be able to announce and yeah, just congratulations again on getting out over the finish line thus far. My questions, though, are related to the agribusiness operations. First of all, on the avocado side. I'm wondering if you can elaborate on kind of what is different in your avocado expansion plans over the next few years than maybe you had thought over the last couple of quarters? Because it seems like this is kind of the direction you were going, and I'm wondering if I'm wrong. Is there something that's materially changed here in your avocado expectations that you're announcing today?

Harold Edwards: No. Thanks for that question, Ben. So we really just have strengthened our confidence in that niche that we believe the California avocado possesses of its seasonality of being able to be harvested from approximately May through July. And we believe that the combination of the Mexican production out of both Michoacan and Jalisco, combined then with the production that comes out of California, provides the perfect one-two punch of year-round supply for the North American market and probably the most logistically efficient and the best supply for the market. And again, as I mentioned before, the California window and the niche that its production exists seasonally brings it in the United States at a time where the Mexican crops will be between seasons. And really, the California production will be competing, if you will, against the Peruvian production. And so we believe that creates a really interesting demand profile that we believe is sustainable and will continue to grow as we move forward. So that's given us the confidence to transition some of our older, less profitable lemon blocks and convert them into avocados. We believe the demand trends in avocados continue to be favorable with significant tailwinds behind them. And then again, for just a refresher, Mexico produces somewhere in the magnitude of 4 billion pounds a year and the California avocado crop is somewhere between 200 million and 300 million pounds. So you see we sort of pale in comparison from an order of magnitude of production. However, because of our seasonality, we believe we have a sustainable niche that can meet demand for our product. So we think the combination of those two things creates a really great opportunity to create value with the land that was producing lemons, which as we've discussed, have been typically oversupplied for the last few years and convert them into avocados, which are significantly more profitable per acre in our -- on our own farms here in Ventura County.

Ben Klieve: Got it. Thanks, Harold. And you alluded to one of my other questions on lemon pricing. It continues to seem like quite oversupply is driving this. Can you kind of talk about the lemon pricing outlook? I mean the $17.85. I think it was in the quarter? Was that kind of in line with your expectations at this time three months ago? Or did that disappoint? And kind of what's your expectations now here in the second half of this fiscal year?

Harold Edwards: Now, believe it or not, the market is a lot stronger, and the pricing is a lot stronger than a year ago. The challenges that we had in the first and second quarter -- or actually the second quarter, which we're reporting on now, was really driven more by the product mix of the lemons that we had available to sell with a much higher percentage of the lowest quality, which has the lowest price of fresh marketable fruit of the standards. And a lot of that was just driven by the -- and Mark mentioned this earlier, but by the rains that we had -- remember, we had a significant amount of rainfall in the fall and the winter, that while it was a blessing from filling up our aquifers, it did take a toll in the second quarter on the quality of what we put out. If we had a higher percentage of fancy fruit, which is more normal for what we receive, you would have seen even a much higher pricing. So we think things are actually getting better in the lemon space. And because this is year, I guess, five or six of challenging pricing and higher costs, I think you're going to see more and more lemons be pushed out. And I think that's all going to help the overall pricing environment of the lemons that we continue to produce and sell into the future.

Mark Palamountain: Yeah. And I'll just add on to that. The current pricing right now is about $19.50. And again, that's even probably a little bit low that the pricing environment is a tale of two stories out there. There's not a lot of smaller sizes out there, so the 165s and the 200s. I think I heard a quote today in the high $30 range. So that's obviously supply demand dynamics but we're feeling optimistic. We're $1 higher than last year, and it's just going to be a slower march up in it, but still in a profitable one at this point.

Ben Klieve: Got it. That's helpful from both of you. Thank you. Mark, one for you, and then I'll get back in line. You talked about the kind of expectations in fiscal '25 and '26 as you're ramping your avocado acreage. Totally understandable. I'm wondering, though, if you can help us understand a bit about kind of the CapEx that needs to go into this initiative and then the associated OpEx with managing this level of acreage before it becomes productive over the next couple of years?

Mark Palamountain: Yeah. Great question. So if we look at it holistically, it's about $15,000 an acre to plant an avocado and then manage it for the first four years. And all of that cost goes in on inventory and our balance sheet. So we won't see that. So you'll see quite a bit of cost come out of the business over the next few years until these trees come into commercialization. And also we'll be pushing those old tired lemon trees than going forward. So you'll see a little bit of our volume drop and then we'll be picking up outside partner growers volume and then also more agency business. So -- but once we get through year four, which I would say, a third of our plantings right now are about 1.5 years in, then you'll start seeing those costs come back on and then actually, we'll be getting revenue from those trades as well. So it's -- that's why we wanted to set the expectation that the lemon business will probably be flat from our own perspective. We will also be planting some new lemons, renewing lemon trees. And I think the total CapEx over the five-year project is about $15 million. So we're already about $4 million or $5 million into that, so call it $10 million to go. And that will be spread out over three years. So you won't really see it.

Ben Klieve: Okay, great. Very good. Well, I appreciate all the color. Thanks for taking my questions. We'll get back in queue.

Harold Edwards: Thanks, Ben. Thank you.

Operator: Thank you. And at this point, there are no further questions at this time. I'll hand the floor back to Harold Edwards for closing comments.

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

Operator: Thank you. And with that, we conclude today's conference. All parties may disconnect. Have a good day.