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Document And Entity Information - USD ($) $ in Millions	12 Months Ended
Document And Entity Information - USD ($) $ in Millions	Oct. 31, 2016	Dec. 31, 2016	Apr. 30, 2016
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Entity Registrant Name	Limoneira CO
Entity Central Index Key	0001342423
Current Fiscal Year End Date	--10-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 210.8
Trading Symbol	LMNR
Entity Common Stock, Shares Outstanding		14,217,888

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Consolidated Balance Sheets - USD ($)	Oct. 31, 2016	Oct. 31, 2015
Current assets:
Cash	$ 38,000	$ 39,000
Accounts receivable, net	9,298,000	7,420,000
Cultural costs	3,844,000	3,916,000
Prepaid expenses and other current assets	2,509,000	2,387,000
Income taxes receivable	2,810,000	0
Total current assets	18,499,000	13,762,000
Property, plant and equipment, net	177,096,000	128,951,000
Real estate development	77,136,000	96,067,000
Equity in investments	6,254,000	3,047,000
Investment in Calavo Growers, Inc.	17,745,000	18,508,000
Other assets	8,718,000	9,035,000
Total Assets	305,448,000	269,370,000
Current liabilities:
Accounts payable	5,555,000	6,611,000
Growers payable	8,577,000	5,841,000
Accrued liabilities	6,421,000	5,864,000
Fair value of derivative instrument	690,000	767,000
Current portion of long-term debt	2,508,000	589,000
Total current liabilities	23,751,000	19,672,000
Long-term liabilities:
Long-term debt, less current portion	88,164,000	89,079,000
Deferred income taxes	25,328,000	19,425,000
Other long-term liabilities	6,127,000	7,641,000
Sale-leaseback deferral	23,349,000	0
Total liabilities	166,719,000	135,817,000
Commitments and contingencies
Stockholders' equity:
Common Stock - $.01 par value (19,900,000 shares authorized: 14,178,226 and 14,135,080 shares issued and outstanding at October 31, 2016 and 2015, respectively)	142,000	141,000
Additional paid-in capital	91,841,000	90,759,000
Retained earnings	31,812,000	27,216,000
Accumulated other comprehensive income	2,703,000	3,156,000
Total stockholders' equity	126,498,000	121,272,000
Total Liabilities and Stockholders' Equity	305,448,000	269,370,000
Series B Convertible Preferred Stock [Member]
Long-term liabilities:
Convertible Preferred Stock	2,900,000	2,950,000
Series B-2 Convertible Preferred Stock [Member]
Long-term liabilities:
Convertible Preferred Stock	9,331,000	9,331,000
Series A Preferred Stock [Member]
Stockholders' equity:
Preferred Stock	$ 0	$ 0

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Consolidated Balance Sheets (Parenthetical) - $ / shares	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	19,900,000	19,900,000
Common Stock, Shares, Issued	14,178,226	14,135,080
Common Stock, Shares, Outstanding	14,178,226	14,135,080
Series B Convertible Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 100.00	$ 100.00
Preferred Stock, Shares Authorized	50,000	50,000
Preferred Stock, Shares Issued	29,000	29,500
Preferred Stock, Shares Outstanding	29,000	29,500
Preferred Stock, Dividend Rate, Percentage	8.75%	8.75%
Series B-2 Convertible Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 100.00	$ 100.00
Preferred Stock, Shares Authorized	10,000	10,000
Preferred Stock, Shares Issued	9,300	9,300
Preferred Stock, Shares Outstanding	9,300	9,300
Preferred Stock, Dividend Rate, Percentage	4.00%	4.00%
Temporary Equity, Liquidation Preference Per Share	$ 1,000	$ 1,000
Series A Junior Participating Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	20,000	20,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

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Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Oct. 31, 2016	Oct. 31, 2015	Oct. 31, 2014
Net revenues:
Agribusiness	$ 106,130,000	$ 95,124,000	$ 98,522,000
Rental operations	5,603,000	5,104,000	4,640,000
Real estate development	56,000	83,000	300,000
Total net revenues	111,789,000	100,311,000	103,462,000
Costs and expenses:
Agribusiness	83,604,000	77,186,000	74,325,000
Rental operations	3,617,000	3,440,000	3,073,000
Real estate development	2,061,000	1,330,000	1,400,000
Impairments of real estate development assets	0	0	435,000
Selling, general and administrative	13,319,000	13,772,000	14,336,000
Total cost and expenses	102,601,000	95,728,000	93,569,000
Operating income	9,188,000	4,583,000	9,893,000
Other income (expense):
Interest expense	(1,432,000)	(188,000)	0
Interest income	23,000	40,000	60,000
Equity in earnings of investments	634,000	243,000	263,000
Gain on sale of stock in Calavo Growers, Inc.	3,419,000	5,033,000	0
Gain on sale of conservation easement	995,000	0	0
Gain on sale of Wilson Ranch	0	935,000	0
Other income, net	498,000	410,000	348,000
Total other income	4,137,000	6,473,000	671,000
Income before income taxes	13,325,000	11,056,000	10,564,000
Income tax provision	(5,267,000)	(3,974,000)	(3,573,000)
Net income	8,058,000	7,082,000	6,991,000
Preferred dividends	(628,000)	(635,000)	(460,000)
Net income applicable to common stock	$ 7,430,000	$ 6,447,000	$ 6,531,000
Basic net income per common share	$ 0.52	$ 0.46	$ 0.46
Diluted net income per common share	0.52	0.46	0.46
Dividends per common share	$ 0.2	$ 0.18	$ 0.17
Weighted-average common shares outstanding-basic	14,168,000	14,119,000	14,055,000
Weighted-average common shares outstanding-diluted	14,168,000	14,119,000	14,055,000

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Consolidated Statements of Comprehensive Income - USD ($)	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015	Oct. 31, 2014
Net income	$ 8,058,000	$ 7,082,000	$ 6,991,000
Other comprehensive (loss) income, net of tax:
Minimum pension liability adjustments	(688,000)	654,000	(1,199,000)
Unrealized holding gains on security available for sale	1,619,000	273,000	5,790,000
Reclassification of unrealized gain on security sold	(1,719,000)	(2,932,000)	0
Unrealized gains from derivative instruments	335,000	50,000	265,000
Total other comprehensive (loss) income, net of tax	(453,000)	(1,955,000)	4,856,000
Comprehensive income	$ 7,605,000	$ 5,127,000	$ 11,847,000

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Consolidated Statements of Stockholders' Equity and Temporary Equity - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Series B Preferred Stock [Member]	Series B-2 Preferred Stock [Member]
Balance, Stockholders' Equity at Oct. 31, 2013	$ 107,653,000	$ 140,000	$ 88,160,000	$ 19,098,000	$ 255,000
Balance, Temporary Equity at Oct. 31, 2013						$ 3,000,000	$ 0
Balance (in shares) at Oct. 31, 2013		14,016,011
Dividends - common	(2,321,000)	$ 0	0	(2,321,000)	0	0	0
Dividends - Series B	(262,000)	0	0	(262,000)	0	0	0
Dividends - Series B-2	(198,000)	0	0	(198,000)	0	0	31,000
Stock compensation	1,116,000	$ 0	1,116,000	0	0	0	0
Stock compensation (in shares)		40,678
Exchange of common stock	(176,000)	$ 0	(176,000)	0	0	0	0
Exchange of common stock (in shares)		(6,619)
Donation of common stock	100,000	$ 0	100,000	0	0	0	0
Donation of common stock (in shares)		4,552
Issuance of common stock	518,000	$ 0	518,000	0	0	0	0
Issuance of common stock (in shares)		23,455
Issuance of Series B-2 preferred stock	0	$ 0	0	0	0	0	9,300,000
Conversion of Series B preferred stock	0
Tax benefit (provision) of stock grant vesting	52,000	0	52,000	0	0	0	0
Net income	6,991,000	0	0	6,991,000	0	0	0
Other comprehensive income (loss), net of tax	4,856,000	0	0	0	4,856,000	0	0
Balance, Stockholders' Equity at Oct. 31, 2014	118,329,000	$ 140,000	89,770,000	23,308,000	5,111,000
Balance, Temporary Equity at Oct. 31, 2014						3,000,000	9,331,000
Balance (in shares) at Oct. 31, 2014		14,078,077
Dividends - common	(2,539,000)	$ 0	0	(2,539,000)	0	0	0
Dividends - Series B	(263,000)	0	0	(263,000)	0	0	0
Dividends - Series B-2	(372,000)	0	0	(372,000)	0	0	0
Stock compensation	1,077,000	$ 1,000	1,076,000	0	0	0	0
Stock compensation (in shares)		57,162
Exchange of common stock	(275,000)	$ 0	(275,000)	0	0	0	0
Exchange of common stock (in shares)		(10,907)
Donation of common stock	100,000	$ 0	100,000	0	0	0	0
Donation of common stock (in shares)		4,498
Conversion of Series B preferred stock	50,000	$ 0	50,000	0	0	(50,000)	0
Conversion of Series B preferred stock (in shares)		6,250
Tax benefit (provision) of stock grant vesting	38,000	$ 0	38,000	0	0	0	0
Net income	7,082,000	0	0	7,082,000	0
Other comprehensive income (loss), net of tax	(1,955,000)	0	0	0	(1,955,000)
Balance, Stockholders' Equity at Oct. 31, 2015	121,272,000	$ 141,000	90,759,000	27,216,000	3,156,000
Balance, Temporary Equity at Oct. 31, 2015						2,950,000	9,331,000
Balance (in shares) at Oct. 31, 2015		14,135,080
Dividends - common	(2,834,000)	$ 0	0	(2,834,000)	0	0	0
Dividends - Series B	(256,000)	0	0	(256,000)	0	0	0
Dividends - Series B-2	(372,000)	0	0	(372,000)	0	0	0
Stock compensation	1,309,000	$ 1,000	1,308,000	0	0	0	0
Stock compensation (in shares)		49,329
Exchange of common stock	(190,000)	$ 0	(190,000)	0	0	0	0
Exchange of common stock (in shares)		(12,433)
Conversion of Series B preferred stock	50,000	$ 0	50,000	0	0	(50,000)	0
Conversion of Series B preferred stock (in shares)		6,250
Tax provision of stock grant vesting	(86,000)	$ 0	(86,000)	0	0	0	0
Net income	8,058,000	0	0	8,058,000	0	0	0
Other comprehensive income (loss), net of tax	(453,000)	0	0	0	(453,000)	0	0
Balance, Stockholders' Equity at Oct. 31, 2016	$ 126,498,000	$ 142,000	$ 91,841,000	$ 31,812,000	$ 2,703,000
Balance, Temporary Equity at Oct. 31, 2016						$ 2,900,000	$ 9,331,000
Balance (in shares) at Oct. 31, 2016		14,178,226

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Oct. 31, 2016	Oct. 31, 2015	Oct. 31, 2014
Operating activities
Net income	$ 8,058,000	$ 7,082,000	$ 6,991,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,339,000	4,184,000	3,516,000
Impairments of real estate development assets	0	0	435,000
Loss on disposals/sales of assets	125,000	365,000	505,000
Stock compensation expense	1,309,000	1,077,000	1,116,000
Equity in earnings of investments	(634,000)	(243,000)	(263,000)
Cash distributions from equity investments	642,000	843,000	183,000
Deferred income taxes	6,195,000	(350,000)	(129,000)
Amortization of deferred financing costs	49,000	47,000	44,000
Accrued interest on note receivable	(23,000)	(40,000)	(60,000)
Gain on sale of stock in Calavo Growers. Inc.	(3,419,000)	(5,033,000)	0
Gain on sale of conservation easement	(995,000)	0	0
Gain on sale of Wilson Ranch	0	(935,000)	0
Fair value adjustment of contingent consideration	(300,000)	0	0
Donation of common stock	0	100,000	100,000
Changes in operating assets and liabilities:
Account receivable, net	(1,880,000)	(184,000)	(810,000)
Cultural costs	72,000	(225,000)	433,000
Prepaid expenses and other current assets	78,000	224,000	(370,000)
Income taxes receivable	(2,810,000)	1,143,000	(1,143,000)
Other assets	312,000	(286,000)	344,000
Accounts payable and growers payable	808,000	(873,000)	4,125,000
Accrued liabilities	1,249,000	(1,678,000)	912,000
Other long-term liabilities	129,000	2,477,000	163,000
Net cash provided by operating activities	14,304,000	7,695,000	16,092,000
Investing activities
Capital expenditures	(16,252,000)	(31,254,000)	(25,866,000)
Proceeds from sale of LLC Interest	18,000,000	0	0
Agriculture property acquisitions	(15,098,000)	(3,389,000)	0
Net proceeds from sale of Wilson Ranch	0	2,712,000	0
Business combination	0	0	(700,000)
Net proceeds from sale of stock in Calavo Growers, Inc.	4,019,000	6,433,000	0
Net proceeds from sale of conservation easement	995,000	0	0
Equity investment contributions	(2,890,000)	(9,000)	(1,758,000)
Investments in mutual water companies and water rights	(296,000)	(300,000)	(299,000)
Net cash used in investing activities	(11,522,000)	(25,807,000)	(28,623,000)
Financing activities
Borrowings of long-term debt	157,423,000	120,484,000	117,765,000
Repayments of long-term debt	(156,403,000)	(99,014,000)	(111,543,000)
Dividends paid-common	(2,834,000)	(2,539,000)	(2,321,000)
Dividends paid-preferred	(628,000)	(635,000)	(430,000)
Exchange of common stock	(190,000)	(275,000)	(176,000)
Issuance of preferred stock	0	0	9,300,000
Payments of debt financing costs	(65,000)	0	(106,000)
Tax (provision) benefit of stock grant vesting	(86,000)	38,000	52,000
Net cash (used in) provided by financing activities	(2,783,000)	18,059,000	12,541,000
Net (decrease) increase in cash	(1,000)	(53,000)	10,000
Cash at beginning of year	39,000	92,000	82,000
Cash at end of year	38,000	39,000	92,000
Supplemental disclosures of cash flow information:
Cash paid during the year for interest (net of amounts capitalized)	1,405,000	55,000	(51,000)
Cash paid during the year for income taxes, net of refunds received	2,125,000	2,963,000	6,495,000
Non-cash investing and financing activities:
Unrealized holding gain on Calavo investment	(2,668,000)	(487,000)	(9,425,000)
Increase in real estate development and sale-leaseback deferral	3,349,000	0	0
Reclassification of real estate development to property plant and equipment	26,779,000	0	0
Settlement of lease obligation related to agriculture property acquisition	(739,000)	0	0
Capital expenditures accrued but not paid at year-end	594,000	1,270,000	1,134,000
Accrued equity investment contribution	325,000	0	0
Non-cash reduction of note receivable	0	1,535,000	0
Accrued interest on note receivable	23,000	40,000	60,000
Donation of common stock	0	100,000	100,000
Conversion of preferred stock to common stock	$ 50,000	$ 50,000	$ 0

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Business

12 Months Ended

Oct. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations [Text Block]

1. Business

Limoneira Company, a Delaware Company (the “Company”), engages primarily in growing citrus and avocados, picking and hauling citrus, and packing, marketing and selling lemons. The Company is also engaged in residential rentals and other rental operations and real estate development activities.

The Company markets and sells lemons directly to food service, wholesale and retail customers throughout the United States, Canada, Asia and other international markets. The Company is a member of Sunkist Growers, Inc. (“Sunkist”), an agricultural marketing cooperative, and sells its oranges, specialty citrus and other crops to Sunkist-licensed and other third-party packinghouses.

The Company sells all of its avocado production to Calavo Growers, Inc. (“Calavo”), a packing and marketing company listed on the NASDAQ Global Select Market under the symbol CVGW. Calavo’s customers include many of the largest retail and food service companies in the United States and Canada. The Company’s avocados are packed by Calavo and sold and distributed under Calavo brands to its customers.

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Summary of Significant Accounting Policies

12 Months Ended

Oct. 31, 2016

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and the accounts of all the subsidiaries and investments in which a controlling interest is held by the Company. The consolidated financial statements represent the consolidated balance sheets, statements of operations, statements of comprehensive income, statements of stockholders’ equity and temporary equity and statements of cash flows of Limoneira Company and its wholly owned subsidiaries. The Company’s subsidiaries include: Limoneira Mercantile, LLC, Windfall Investors, LLC (“Windfall”), Templeton Santa Barbara, LLC, Associated Citrus Packers, Inc. (“Associated”), Limoneira Chile SpA, Limoneira EA 1 Land, LLC and Limoneira S.A. All significant intercompany balances and transactions have been eliminated in consolidation. The Company considers the criteria established under the Financial Accounting Standards Board – Accounting Standards Code (“FASB ASC”) 810, Consolidations and the effect of variable interest entities, in its consolidation process.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivable

The Company grants credit in the course of its operations to cooperatives, companies and lessees of the Company’s facilities. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company provides allowances on its receivables as required based on accounts receivable aging and other factors. At October 31, 2016 and 2015 the allowances totaled $357,000 and $390,000, respectively. The October 31, 2015 allowance includes $208,000 provided for amounts due on certain brokered fruit sales, on which the Company earns a commission, with the corresponding amount recorded as a reduction to lemon supplier payables, which is included in accrued liabilities. For fiscal years 2016, 2015 and 2014 credit losses were insignificant.

Concentrations

The Company sells all of its avocado production to Calavo. Sales of avocados to Calavo were $10,767,000, $7,132,000 and $7,374,000 in fiscal years 2016, 2015 and 2014, respectively.

Lemons procured from third-party growers were approximately 42%, 36% and 36%, of lemon supply in fiscal years 2016, 2015 and 2014, respectively. One third-party grower was 44% of grower payable at October 31, 2016.

The Company maintains its cash in federally insured financial institutions. The account balances at these institutions periodically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes the risk is not significant.

Cultural Costs

Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation. Harvest costs are comprised of labor and equipment expenses incurred to harvest and deliver crops to the packinghouses.

Lemons, oranges, specialty citrus and other crops such as pistachio nuts and olives are grown in the Company’s San Joaquin Valley orchards. Additionally, lemons are grown in the Company’s Yuma County, Arizona orchards. These crops have distinct growing periods and distinct harvest and selling periods, each of which lasts approximately four to six months. During the growing period, cultural costs are capitalized as they are associated with benefiting and preparing the crops for the harvest and selling period. During the harvest and selling period, harvest costs and cultural costs are expensed when incurred and capitalized cultural costs are amortized as components of agribusiness costs and expenses.

The Company grows lemons and avocados in its Ventura County orchards. Due to climate, growing conditions and the types of crops grown, the Ventura County orchards may be harvested and sold on a year round basis. Accordingly, the Company does not capitalize cultural costs associated with its Ventura County orchards and therefore such costs, as well as harvest costs associated with the Ventura County orchards, are expensed to operations when incurred as components of agribusiness costs and expenses.

Most cultural costs, including amortization of capitalized cultural costs, and harvest costs are associated with and charged to specific crops. Certain other costs, such as property taxes, indirect labor including farm supervision and management and irrigation that benefit multiple crops are allocated to crops on a per acre basis.

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.

Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Property, Plant and Equipment

Property, plant and equipment is stated at original cost, net of accumulated depreciation. Depreciation is computed using the straight-line method at rates based upon the estimated useful lives of the related assets as follows (in years):

Land improvements		10 – 30
Buildings and building improvements		10 – 50
Equipment		5 – 20
Orchards		20 – 40

Costs of planting and developing orchards are capitalized until the orchards become commercially productive. Planting costs consist primarily of the costs to purchase and plant nursery stock. Orchard development costs consist primarily of maintenance costs of orchards such as cultivation, pruning, irrigation, labor, spraying and fertilization, and interest costs during the development period. The Company ceases the capitalization of costs and commences depreciation when the orchards become commercially productive and orchard maintenance costs are accounted for as cultural costs as described above.

Capitalized Interest

Interest is capitalized on real estate development projects and significant construction in progress using the weighted average interest rate during the fiscal year. Interest of $1,919,000 and $2,534,000 was capitalized during the years ended October 31, 2016 and 2015, respectively, and is included in property, plant, and equipment and real estate development assets in the Company’s consolidated balance sheets.

Real Estate Development Costs

The Company capitalizes the planning, entitlement, construction, development costs and interest associated with its various real estate projects. Costs that are not capitalized, which include property maintenance and repairs, general and administrative and marketing expenses, are expensed as incurred. A real estate development project is considered substantially complete upon the cessation of construction and development activities. Once a project is substantially completed, future costs are expensed as incurred. The Company capitalized costs related to its real estate projects of $6,870,000 and $7,979,000 in fiscal years 2016 and 2015, respectively.

Equity in Investments

Investments in unconsolidated joint ventures in which the Company has significant influence but less than a controlling interest, or is not the primary beneficiary if the joint venture is determined to be a Variable Interest Entity (“VIE”), are accounted for under the equity method of accounting and, accordingly, are adjusted for capital contributions, distributions and the Company’s equity in net earnings or loss of the respective joint venture.

Marketable Securities

The Company classifies its marketable securities as available-for-sale. The Company’s investments in marketable securities are stated at fair value with unrealized gains (losses), net of tax, reported as a component of accumulated other comprehensive income (loss) in the Company’s consolidated statements of comprehensive income. At October 31, 2016 and 2015, marketable securities are comprised of the Company’s investment in Calavo.

Long-Lived Assets

The Company evaluates long-lived assets, including its definite-life intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated undiscounted future cash flows from the use of an asset are less than the carrying value of that asset, a write-down is recorded to reduce the carrying value of the asset to its fair value. Assets held for sale are carried at the lower of cost or fair value less estimated cost to sell.

Intangible Assets

Intangible assets consist primarily of acquired water and mineral rights, a patent and certain trade names and trademarks. Certain of the Company’s trade names and trademarks are being amortized on a straight line basis over their estimated lives of eight years. The Company evaluates its indefinite-life intangible assets annually or whenever events or changes in circumstances indicate an impairment of the assets’ value may exist.

Goodwill

Goodwill is tested for impairment on an annual basis or when an event or changes in circumstances indicate that its carrying value may not be recoverable. Goodwill impairment is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. Goodwill impairment is tested in a two-step process, with the first step performed to determine if there is potential for impairment by comparing the fair value of the reporting unit to its carrying value. If potential impairment is identified as indicated by the carrying value exceeding the fair value of the reporting unit, the second step is performed to measure the amount of impairment to be recognized in the financial statements by comparing the implied fair value of goodwill to its carrying value. If the carrying value of goodwill exceeds its implied fair value, an impairment loss is recognized for the excess amount. Goodwill impairment testing involves significant judgment and estimates. The annual assessment of goodwill impairment was performed as of July 31, 2016 with no impairment noted.

Fair Values of Financial Instruments

The fair values of financial instruments are based on level-one indicators within the fair value hierarchy or quoted market prices, where available, or are estimated using the present value or other valuation techniques. Estimated fair values are significantly affected by the assumptions used.

Accounts receivable, note receivable, accounts payable, growers payable and accrued liabilities reported on the Company’s consolidated balance sheets approximate their fair values due to the short-term nature of the instruments.

Based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities, the fair value of long-term debt is approximately equal to its carrying amount as of October 31, 2016 and 2015.

Derivative Financial Instruments

The Company uses derivative financial instruments to manage its exposure to interest rates as well as to maintain an appropriate mix of fixed and floating-rate debt. Contract terms of a hedge instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. Contracts that are effective at meeting the risk reduction and correlation criteria are recorded using hedge accounting. If a derivative instrument is a hedge, depending on the nature of the hedge, changes in the fair value of the instrument will be either offset against the change in the fair value of the hedged assets, liabilities or firm commitments through earnings or be recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of an instrument’s change in fair value will be immediately recognized in earnings. Instruments that do not meet the criteria for hedge accounting, or contracts for which the Company has not elected hedge accounting, are valued at fair value with unrealized gains or losses reported in earnings during the period of change.

Comprehensive Income (Loss)

Comprehensive income (loss) represents all changes in a company’s net assets, except changes resulting from transactions with shareholders, and is reported as a component of the Company’s stockholders’ equity.

Revenue Recognition

Revenue and related costs are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) selling price is fixed or determinable and (iv) collectability is reasonably assured. The Company records a sales allowance in the period revenue is recognized as a provision for estimated customer discounts and concessions.

Agribusiness revenue - Revenue from lemon sales is generally recognized FOB shipping point when the customer takes possession of the fruit from the Company’s packing house. Revenue from the sales of certain of the Company’s agricultural products is recorded based on estimated proceeds provided by certain of the Company’s sales and marketing partners (Calavo and other third-party packinghouses) due to the time between when the product is delivered by the Company and the closing of the pools for such fruits at the end of each month. Calavo and other third-party packinghouses are agricultural cooperatives or function in a similar manner as an agricultural cooperative. As such, the Company applies specific authoritative agriculture revenue recognition guidance related to transactions between patrons and agriculture marketing cooperatives to record revenue at time of delivery to the packinghouses relating to fruits that are in pools that have not yet closed at month end if: (a) the related fruits have been delivered to and accepted by Calavo and other third-party packinghouses (i.e., title has transferred to Calavo and other third-party packinghouses) and (b) sales price information has been provided by Calavo and other third-party packinghouses (based on the marketplace activity for the related fruit) to estimate with reasonable certainty the final selling price for the fruit upon the closing of the pools. Historically, the revenue that is recorded based on the sales price information provided to the Company by Calavo and other third-party packinghouses at the time of delivery, have not materially differed from the actual amounts that are paid after the monthly pools are closed. The Company also earns commissions on certain brokered fruit sales, which totaled $263,000, $114,000 and $115,000 in fiscal years 2016, 2015, and 2014, respectively.

The Company’s avocados, oranges, specialty citrus and other specialty crops are packed and sold by Calavo and other third-party packinghouses. The Company delivers all of its avocado production from its orchards to Calavo. These avocados are then packed by Calavo at its packinghouse, and sold and distributed under Calavo brands to its customers primarily in the United States and Canada. The Company’s arrangements with other third-party packinghouses related to its oranges, specialty citrus and other specialty crops are similar to its arrangement with Calavo.

The Company’s arrangements with its third-party packinghouses are such that the Company is the producer and supplier of the product and the third-party packinghouses are the Company’s customers. The revenues the Company recognizes related to the fruits sold to the third-party packinghouses are based on the volume and quality of the fruits delivered, the market price for such fruit, less the packinghouses’ charges to pack and market the fruit. Such packinghouse charges include the grading, sizing, packing, cooling, ripening and marketing of the related fruit. The Company bears inventory risk until product is delivered to the third-party packinghouses at which time title and inventory risk to the product is transferred to the third-party packinghouses and revenue is recognized. Such third-party packinghouse charges are recorded as a reduction of revenue based on the application of specific authoritative revenue recognition guidance entitled “Vendor’s Income Statement Characterization of Consideration Given to a Customer”. The identifiable benefit the Company receives from the third-party packinghouses for packaging and marketing services cannot be sufficiently separated from the third-party packinghouses’ purchase of the Company’s products. In addition, the Company is not able to reasonably estimate the fair value of the benefit received from the third-party packinghouses for such services and as such, these costs are characterized as a reduction of revenue in the Company’s consolidated statement of operations.

Revenue from crop insurance proceeds is recorded when the amount of and the right to receive the payment can be reasonably determined. The Company recorded agribusiness revenues from crop insurance proceeds of $83,000, $9,000 and $184,000 in fiscal years 2016, 2015 and 2014, respectively.

Rental operations revenue - Minimum rental revenues are generally recognized on a straight-line basis over the respective initial lease term. Contingent rental revenues are contractually defined as to the percentage of rent received by the Company and are based on fees collected by the lessee. Such revenues are recognized when actual results, based on collected fees reported by the tenant, are received. The Company’s rental arrangements generally require payment on a monthly or quarterly basis.

Real estate development revenue - The Company recognizes revenue on real estate development projects in accordance with FASB ASC 360-20, Real Estate Sales, which provides for profit to be recognized in full when real estate is sold provided that, a sale has been consummated and profit is determinable, collection of sales proceeds is estimable with the seller’s receivable not subject to subordination, risks and rewards of ownership have been transferred to the buyer and the earnings process is substantially complete with no significant seller activities or obligations required after the date of sale. To the extent the above conditions are not met, a portion or all of the profit is deferred.

Incidental operations may occur during the holding or development period of real estate development projects to reduce holding or development costs. Incremental revenue from incidental operations in excess of incremental costs from incidental operations is accounted for as a reduction of development costs. Incremental costs from incidental operations in excess of incremental revenue from incidental operations are charged to operations.

Advertising Expense

Advertising costs are expensed as incurred. Such costs in fiscal years 2016, 2015 and 2014 were $264,000, $364,000 and $308,000, respectively.

Leases

The Company records rent expense for its operating leases on a straight-line basis from the lease commencement date as defined in the lease agreement until the end of the base lease term.

Basic and Diluted Net Income per Share

Basic net income per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of preferred stock. Diluted net income per common share is calculated using the weighted-average number of common shares outstanding plus the dilutive effect of conversion of preferred stock. The Series B and Series B-2 convertible preferred shares were anti-dilutive for fiscal years ended October 31, 2016, 2015 and 2014.

Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share using the two-class method. The Company’s unvested, restricted stock awards qualify as participating shares.

Reclassifications and Adjustments

Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the October 31, 2016 presentation.

Defined Benefit Retirement Plan

The Company sponsors a defined benefit retirement plan that was frozen in June 2004, and no future benefits have been accrued to participants subsequent to that time. Ongoing accounting for this plan under FASB ASC 715, Compensation – Retirement Benefits, provides guidance as to, among other things, future estimated pension expense, pension liability and minimum funding requirements. This information is provided to the Company by third-party actuarial consultants. In developing this data, certain estimates and assumptions are used, including among other things, discount rate, long-term rates of return and mortality tables. During 2016, the Society of Actuaries (SOA) released a new mortality improvement scale table, referred to as MP-2016, which is believed to better reflect mortality improvements and is to be used in calculating defined benefit pension obligations. In addition, during fiscal year 2016, the assumed discount rate used to measure the pension obligation decreased from 4.1% to 3.6% as a result of changes in market interest rates. The Company used the latest mortality tables released by the SOA through October 2016 to measure its pension obligation as of October 31, 2016 and combined with the decrease in the assumed discount rate and other demographic assumptions, its pension obligation increased by approximately $1,290,000 as of October 31, 2016 with a corresponding decrease in other comprehensive income recognized net of tax. Further changes in any of these estimates could materially affect the amounts recorded that are related to our defined benefit retirement plan.

Recent Accounting Pronouncements

Financial Accounting Standards Board – Accounting Standards Update (“FASB ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606).

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and tangible assets within the scope of Topic 350, Intangibles – Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU. On July 9, 2015, the FASB deferred the effective date of ASU 2014-09 for one year. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. ASU 2014-09 is effective for the Company in the first quarter of its fiscal year ending October 31, 2019.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Identify the contract(s) with a customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to the performance obligations in the contract.

Recognize revenue when (or as) the entity satisfies a performance obligation.

In March 2016, the FASB issued ASU 2016-08 (ASU 2016-08), Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations.

In April 2016, the FASB issued ASU 2016-10 (ASU 2016-10), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. These ASUs apply to all companies that enter into contracts with customers to transfer goods or services.

In May 2016, the FASB issued, ASU 2016-12 (ASU 2016-12) FASB Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 provides clarifying guidance in certain narrow areas and adds some practical expedients.

The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. We currently anticipate adopting the standard using the modified retrospective method. The Company is evaluating the effect this ASU may have on its consolidated financial statements.

Financial Accounting Standards Board – Accounting Standards Update (“FASB ASU”) 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern

ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes.

This ASU is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not expect this ASU to have a material impact on its consolidated financial statements.

FASB Accounting Standards Update No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis

ASU 2015-02 amends the consolidation guidance for variable interest entities and voting interest entities, among other items, by eliminating the consolidation model previously applied to limited partnerships, emphasizing the risk of loss when determining a controlling financial interest and reducing the frequency of the application of related-party guidance when determining a controlling financial interest. ASU 2015-02 is effective for periods beginning after December 15, 2015, for public companies. The adoption of ASU 2015-02 did not have a material impact on our consolidated financial statements.

FASB Accounting Standards Update No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs

The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU.

The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Retrospective adoption is required. The Company has early adopted this guidance as of January 31, 2016 and has reclassified debt issuance costs $156,000 from other long-term assets to long-term debt as of October 31, 2015, respectively.

FASB Accounting Standards Update No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory

The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost.

An entity should measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method.

The amendments in this ASU more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards.

The amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

FASB Accounting Standards Update No. 2016-02, Leases (Topic 832)

Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:

A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and

A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.

The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing.

ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted.

Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the effect this ASU may have on its consolidated financial statements.

FASB Accounting Standards Update No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting

The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows.

The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is evaluating the effect this ASU may have on its consolidated financial statements.

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Acquisitions

12 Months Ended

Oct. 31, 2016

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

3. Acquisitions

Agriculture Property Acquisitions

In September 2015, the Company completed the acquisition of 157 acres of lemon, orange and specialty citrus orchards in California’s San Joaquin Valley for $3,389,000. The orchards were acquired pursuant to purchase options contained in certain operating leases the Company had been a party to since 2012 covering approximately 1,000 acres of lemon, orange and specialty citrus and other crops, which the Company refers to as the Sheldon Ranch leases. This acquisition was accounted for as an asset purchase and included in property, plant and equipment in the Company’s consolidated balance sheet at October 31, 2015.

In September 2015, the Company entered into a purchase agreement to acquire 757 acres of lemon, orange and specialty citrus orchards in California’s San Joaquin Valley, for $15,148,000. The orchards were acquired pursuant to purchase options contained in the Sheldon Ranches operating leases. The Company paid a deposit of $50,000 in September 2015 and escrow closed in December 2015, at which time the remaining $15,098,000 was paid. This acquisition was accounted for as an asset purchase and included in property, plant and equipment in the Company’s consolidated balance sheet at October 31, 2016.

Business Combination

Yuma Packinghouse

On June 30, 2014, the Company acquired the packing house property, equipment and certain intangible assets of Marlin Packing Company from its sole shareholder, Marlin Ranching Company. Both companies are privately owned Arizona corporations located in Yuma, Arizona. No liabilities were assumed in the acquisition. The purchase price was $1,700,000, comprised of 23,455 unregistered shares of the Company’s common stock valued at $518,600, $700,000 in cash, contingent consideration consisting of an earn-out with a fair value of $300,000 and a deferred cash payment of $181,400 which was paid in fiscal year 2015 upon the completion of certain land remediation activities required by the seller. Transaction costs associated with the acquisition were not significant and were expensed in the year ended October 31, 2014. The results of operations of the Yuma packinghouse have been included in the consolidated results of operations from the acquisition date.

The following is a summary of the fair value of the assets acquired on the date of acquisition based on a third-party valuation, which is considered a Level 3 fair value measurement under FASB ASC 820, Fair Value Measurements and Disclosures:

Building	$	395,000
Land and improvements		260,000
Equipment		885,000
Customer relationships		160,000
Fair value of assets acquired	$	1,700,000

Customer relationships are subject to amortization over an estimated life of five years.

Revenue and net loss of $136,000 and $522,000, respectively, of the Yuma packinghouse are included in the Company’s consolidated statement of operations for fiscal year 2014. The fair value of the earn-out, which was recorded as contingent consideration in other long-term liabilities at October 31, 2015, was determined to be zero based on probability of achievement of performance targets at October 31, 2016 and the Company recorded a $300,000 reduction of agribusiness costs and expenses in fiscal year 2016.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

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+ Details

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Fair Value Measurements

12 Months Ended

Oct. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

4. Fair Value Measurements

Under the FASB ASC 820, Fair Value Measurements and Disclosures, a fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

The following table sets forth the Company’s financial assets and liabilities as of October 31, 2015 and 2014 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:

2016	Level 1		Level 2		Level 3		Total
Assets at fair value:
Available- for -sale securities	$	17,745,000	$	–	$	–	$	17,745,000
Liabilities at fair value:
Derivative	$	–	$	1,151,000	$	–	$	1,151,000

2015	Level 1		Level 2		Level 3		Total
Assets at fair value:
Available- for -sale securities	$	18,508,000	$	–	$	–	$	18,508,000
Liabilities at fair value:
Derivative	$	–	$	1,702,000	$	–	$	1,702,000

Available-for-sale securities consist of marketable securities in Calavo common stock. At October 31, 2016 and 2015, respectively, the Company owned 300,000 and 360,000 shares representing approximately 1.7% and 2.1% of Calavo’s outstanding common stock. These securities are measured at fair value by quoted market prices. Calavo’s stock price at October 31, 2016 and 2015 was $59.15 and $51.41 per share, respectively.

The derivative consists of an interest rate swap; the fair value is estimated using industry-standard valuation models. Such models project future cash flows and discount the future amounts to a present value using market-based observable inputs.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

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Prepaid Expenses and Other Current Assets

12 Months Ended

Oct. 31, 2016

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses And Other Current Assets [Text Block]

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following at October 31:

	2016		2015

Prepaid insurance	$	633,000	$	598,000
Prepaid supplies		879,000		1,064,000
Lemon supplier advances		41,000		35,000
Deposits		61,000		129,000
Deferred lease expense and other		895,000		561,000
	$	2,509,000	$	2,387,000

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Property, Plant and Equipment

12 Months Ended

Oct. 31, 2016

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

6. Property, Plant and Equipment

Property, plant and equipment consist of the following at October 31:

	2016		2015

Land	$	76,418,000	$	48,211,000
Land improvements		22,458,000		19,998,000
Buildings and building improvements		38,811,000		20,655,000
Equipment		45,775,000		28,624,000
Orchards		31,282,000		26,648,000
Construction in progress		17,558,000		35,428,000
		232,302,000		179,564,000
Less accumulated depreciation		(55,206,000)		(50,613,000)
	$	177,096,000	$	128,951,000

Depreciation expense was $5,243,000, $4,086,000 and $3,448,000 for fiscal years 2016, 2015 and 2014, respectively.

Windfall is an approximately 700-acre former thoroughbred breeding farm and equestrian facility located in Creston, California, near Paso Robles, California. During fiscal years 2014 and 2015, the Company planted approximately 200 acres of vineyards and plans to plant an additional 100 acres in fiscal year 2017. Vineyards are generally productive after four years. During the fourth quarter of fiscal year 2016, the vineyards produced their first harvest from the 2014 planting, generating approximately 200 tons of grapes and $336,000 of revenue. The Company generally expects to sell vineyard production by the ton to various wineries with current per ton prices of approximately $1,500 depending on the grape variety and other factors. Based on management’s reassessment of the strategic and operational plans for the Windfall property and concurrent with the first harvest in October 2016, the Company re-purposed Windfall from a real estate development project to an agricultural ranch and reclassified $26,779,000 of real estate development assets to property, plant and equipment. The reclassified assets consist of land, buildings and improvements, vineyards and construction in process of $16,161,000, $4,746,000, $2,273,000 and $3,599,000, respectively. Accordingly, Windfall was reclassified to the other agribusiness reportable segment from the real estate development segment in October 2016.

XML 28 R14.htm IDEA: XBRL DOCUMENT

Real Estate Development

12 Months Ended

Oct. 31, 2016

Real Estate [Abstract]

Real Estate Disclosure [Text Block]

7. Real Estate Development

Real estate development assets are comprised primarily of land and land development costs and consist of the following at October 31:

	2016		2015

East Areas I and II	$	66,097,000	$	59,227,000
Templeton Santa Barbara, LLC		11,039,000		11,039,000
Windfall Investors, LLC		-		25,801,000
	$	77,136,000	$	96,067,000

East Areas I and II

In fiscal year 2005, the Company began capitalizing the costs of two real estate development projects east of Santa Paula, California, for the development of 550 acres of land into residential units, commercial buildings and civic facilities. During fiscal years 2016 and 2015, the Company capitalized $6,870,000 and $4,211,000, respectively, of costs related to these real estate development projects. Additionally, in connection with these projects, the Company incurred expenses of $1,161,000, $21,000 and $17,000 in fiscal years 2016, 2015 and 2014, respectively.

On November 10, 2015 (the “Transaction Date”), the Company entered into a joint venture with The Lewis Group of Companies (“Lewis”) for the residential development of its East Area 1 real estate development project. To consummate the transaction, the Company formed Limoneira Lewis Community Builders, LLC (the “LLC” or “Joint Venture”) as the development entity, contributed its East Area 1 property to the LLC and sold a 50% interest in the LLC to Lewis for $20,000,000, comprised of a $2,000,000 deposit received in September 2015 and $18,000,000 received on the Transaction Date. The Company received net cash of approximately $18,800,000 after transaction costs of approximately $1,200,000, which were expensed in the first quarter of fiscal year 2016. In addition, on the Transaction Date, the Company incurred a Success Fee with Parkstone Companies, Inc., in the amount of $2,100,000, which was paid on January 28, 2016 and capitalized as a component of the Company’s investment in the East Area 1 property.

On the Transaction Date, the LLC and Lewis also entered into a limited liability company agreement (the “LLC Agreement”) providing for the admittance of Lewis as a 50% member of the Joint Venture. The LLC Agreement provides that Lewis will serve as the manager of the Joint Venture with the right to manage, control, and conduct its day-to-day business and development activities. Certain major decisions, which are enumerated in the LLC Agreement, require approval by an executive committee comprised of two representatives appointed by Lewis and two representatives appointed by the Company.

Pursuant to the LLC Agreement, the Joint Venture will own, develop, subdivide, entitle, maintain, improve, hold for investment, market and dispose of the Joint Venture’s property in accordance with the business plan and budget approved by the executive committee.

Further, on the Transaction Date, the Joint Venture and the Company entered into a Lease Agreement (the "Lease Agreement"), pursuant to which the Joint Venture will lease certain of the contributed East Area I property back to the Company for continuation of agricultural operations, and certain other permitted uses, on the property until the Joint Venture requires the property for development. The Lease will terminate in stages corresponding to the Joint Venture's development of the property, which is to occur in stages pursuant to a phased master development plan. In any event, the Lease will terminate five years from the Transaction Date.

The Company and the Joint Venture also entered into a Retained Property Development Agreement on the Transaction Date (the "Retained Property Agreement"). Under the terms of the Retained Property Agreement, the Joint Venture will transfer certain contributed East Area I property, which is entitled for commercial development, back to the Company (the "Retained Property") and arrange for the design and construction of certain improvements to the Retained Property, subject to certain reimbursements by the Company.

The Company’s sale of an interest in the LLC in which the Company’s contributed property comprises the LLC’s primary asset, combined with the Lease Agreement is considered a sale-leaseback transaction under FASB ASC 840, Leases because of the Company’s continuing involvement in the property in the form of its agricultural operations. Accordingly, the property continues to be carried on the consolidated balance sheet as real estate development, rather than being classified as an equity investment and a sale-leaseback deferral has been recorded for the $20,000,000 payment made by Lewis for the purchase of the LLC interest. Lease expense associated with the Lease Agreement is not required under sale-leaseback accounting since the Company is treated as though it continues to own the property. During the year ended October 31, 2016, the Company recorded $3,349,000 of real estate development costs and corresponding increases in the sale-leaseback deferral to recognize real estate development costs capitalized by the LLC. There are no repayment requirements for the sale-leaseback deferral and as the Lease Agreement is terminated in connection with the staged development of the property, a corresponding amount of real estate development and the sale-leaseback deferral will be adjusted to equity investments on the consolidated balance sheet.

In connection with the LLC Agreement, the Company is to be reimbursed $500,000 by the Joint Venture for Initial Public Safety Facility Payments made to the City of Santa Paula in October 2015. The reimbursement is to be paid in two installments of $250,000 each on February 1, 2017 and February 1, 2018. These amounts are included in prepaid expenses and other current assets and other assets in the consolidated balance sheets. Additionally, beginning in March 2016, the Company leased office space to Lewis and received rental income of $12,000 for the year ended October 31, 2016.

The Company determined the Joint Venture to be a Variable Interest Entity (“VIE”) under ASC 810, Consolidation, because the Joint Venture will require additional subordinated financial support to finance its operations. The Company further determined that it is not the primary beneficiary of the VIE, as the Company and Lewis have joint control over all significant decisions affecting the Joint Venture’s economic performance. Accordingly, contributions made by the Company to the LLC, the Company’s proportionate share of the Joint Venture’s results of operations and distributions received by the Company from the LLC will be accounted for under the equity method of accounting. The Joint Venture partners will share in capital contributions to fund project costs until loan proceeds and/or revenues are sufficient to fund the project. The Company made contributions of $2,275,000 for the year ended October 31, 2016 and an additional $1,150,000 in November 2016.

In connection with facilitating the annexation of the East Area 1 property into the City of Santa Paula, during February 2013, the Company entered into a Capital Improvement Cost Sharing Agreement for Improvements to Santa Paula Creek Channel (the “Cost Sharing Agreement”) with the Ventura County Watershed Protection District (the “District”). The Cost Sharing Agreement requires the Company to reimburse the District 28.5% of the costs of the improvements, up to a maximum of $5,000,000. Additionally, the Company is required to pay the cost of preparing a study to determine a feasible scope of work and budget for the improvements. No cost reimbursements have been incurred to date in relation to this agreement.

Templeton Santa Barbara, LLC

The three real estate development parcels within the Templeton Santa Barbara, LLC project (“Templeton Project”) are described as Centennial Square (“Centennial”), The Terraces at Pacific Crest (“Pacific Crest”) and Sevilla. The carrying values of Centennial, Pacific Crest and Sevilla at October 31, 2016 were $2,983,000, $3,370,000 and $4,686,000, respectively.

During fiscal years 2016 and 2015, the Company capitalized zero costs related to these real estate development projects. Additionally, in relation to these projects, the Company incurred expenses of $174,000, $167,000 and $129,000 in fiscal years 2016, 2015 and 2014, respectively.

On August 25, 2014, the Company entered into a non-binding letter of intent to sell Centennial for $3,100,000 in cash. The sale transaction was not completed but an impairment charge of $435,000 was recognized in fiscal year 2014 for the difference in expected net proceeds and the book value of the properties at October 31, 2014.

Windfall Investors, LLC

- Definition

The entire disclosure for certain real estate investment financial statements, real estate investment trust operating support agreements, real estate owned, retail land sales, time share transactions, as well as other real estate related disclosures.

+ References + Details

XML 29 R15.htm IDEA: XBRL DOCUMENT

Equity Investments

12 Months Ended

Oct. 31, 2016

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments and Joint Ventures Disclosure [Text Block]

8. Equity Investments

Limco Del Mar, Ltd.

The Company has a 1.3% interest in Limco Del Mar, Ltd. (“Del Mar”) as a general partner and a 26.8% interest as a limited partner. In October of 2016, the Company purchased 14,468 units of Del Mar for $940,000, increasing our prior-year 22.1 % interest as a limited partner. The Company paid $615,000 in October 2016 and $325,000 in November 2016 for these additional units. Based on the terms of the partnership agreement, the Company may be removed without cause from the partnership upon the vote of the limited partners owning an aggregate of 50% or more interest in the partnership. Since the Company has significant influence, but less than a controlling interest, the Company’s investment in Del Mar is accounted for using the equity method of accounting.

The Company provides Del Mar with farm management, orchard land development and accounting services and received expense reimbursements of $146,000, $150,000 and $141,000 in fiscal years 2016, 2015 and 2014, respectively. The Company also performed contract lemon packing services for Del Mar and recognized revenues of $637,000, $568,000 and $675,000 in fiscal years 2016, 2015 and 2014, respectively. Fruit proceeds due to Del Mar were $791,000 and $712,000 at October 31, 2016 and 2015, respectively, and are included in grower’s payable in the accompanying consolidated balance sheets.

Romney Property Partnership

In May 2007, the Company and an individual formed the Romney Property Partnership (“Romney”) for the purpose of owning and leasing an office building and adjacent lot in Santa Paula, California. The Company paid $489,000 in 2007 for 75% interest in Romney, and contributed zero, $9,000 and $8,000 to the partnership in fiscal years 2016, 2015 and 2014, respectively. The terms of the partnership agreement affirm the status of the Company as a non-controlling investor in the partnership since the Company cannot exercise unilateral control over the partnership. Since the Company has significant influence, but less than a controlling interest, the Company’s investment in Romney is accounted for using the equity method of accounting. Net profits, losses and cash flows of Romney are shared by the Company, which receives 75% and the individual, who receives 25%.

Limoneira Chile SpA

On August 14, 2014, through its wholly owned subsidiary, Limoneira Chile SpA, the Company invested $1,750,000 for a 35% interest in Rosales S.A, (“Rosales”), a citrus packing, marketing and sales business located in La Serena, Chile. The Company’s investment includes certain preferred interest provisions through December 31, 2016, including cash distributions of the 50% and 40% of the net income of Rosales for the years ending December 31, 2014 and 2015, respectively, as well as a liquidation preference on its investment. In addition, the Company has the right to acquire the 52% interest of the majority shareholder of Rosales upon death or disability of Rosales’ general manager for the fair value of the interest on the date of the event as defined in the shareholders’ agreement. Since the Company has significant influence, but less than a controlling interest, the Company’s investment in Rosales is accounted for using the equity method of accounting.

Rosales’ functional currency is the Chilean Peso. The following financial information has been translated to U.S. dollars. In addition, as a result of the Company’s acquisition of its equity interest, basis differences were identified between the historical cost of the net assets of Rosales and the proportionate fair value of the net assets acquired. Such basis differences aggregated $1,683,000 on the acquisition date and are primarily comprised of intangible assets, including $343,000 of equity method goodwill. The remaining $1,340,000 in basis differences is being amortized over the estimated life of the underlying intangible assets as a reduction in the equity investment and an expense included in equity in earnings (losses) of investments. Amortization amounted to $208,000, $208,000 and $43,000 for fiscal year 2016, 2015 and 2014, respectively, and is estimated to be approximately $206,000 per year through October 31, 2018 and $55,000 per year for years ending October 31, 2019 through October 31, 2023.

Limoneira Lewis Community Builders (“LLC”)

As described in Note 7, on November 10, 2015, the Company entered into a joint venture with The Lewis Group of Companies for the residential development of its East Area 1 real estate development project.

The following is unaudited financial information of the equity method investees for fiscal years 2016, 2015 and 2014:

	Del Mar		Romney		Rosales		LLC		Total
2016
Assets	$	1,244,000	$	690,000	$	4,300,000	$	47,332,000	$	53,566,000
Liabilities	$	–	$	–	$	2,719,000	$	36,000	$	2,755,000
Equity		1,244,000		690,000		1,581,000		47,296,000		50,811,000
Total liabilities and equity	$	1,244,000	$	690,000	$	4,300,000	$	47,332,000	$	53,566,000
Revenues	$	3,452,000	$	11,000	$	7,639,000	$	–	$	11,102,000
Expenses		910,000		24,000		6,979,000		1,000		7,914,000
Net income (loss)	$	2,542,000	$	(13,000)	$	660,000	$	(1,000)	$	3,188,000
2015
Assets	$	1,204,000	$	652,000	$	2,103,000	$	–	$	3,959,000
Liabilities	$	–	$	–	$	1,113,000	$	–	$	1,113,000
Equity		1,204,000		652,000		990,000		–		2,846,000
Total liabilities and equity	$	1,204,000	$	652,000	$	2,103,000	$	–	$	3,959,000
Revenues	$	2,817,000	$	13,000	$	4,864,000	$	–	$	7,694,000
Expenses		876,000		17,000		4,838,000				5,731,000
Net income (loss)	$	1,941,000	$	(4,000)	$	26,000	$	–	$	1,963,000
2014
Assets	$	2,623,000	$	707,000	$	3,722,000	$	–	$	7,052,000
Liabilities	$	–	$	–	$	2,471,000	$	–	$	2,471,000
Equity		2,623,000		707,000		1,251,000		–		4,581,000
Total liabilities and equity	$	2,623,000	$	707,000	$	3,722,000	$	–	$	7,052,000
Revenues	$	2,003,000	$	6,000	$	2,175,000	$	–	$	4,184,000
Expenses		910,000		16,000		2,009,000		–		2,935,000
Net income (loss)	$	1,093,000	$	(10,000)	$	166,000	$	–	$	1,249,000

The Company’s investment and equity in earnings (losses) of the equity method investees are as follows:

	Del Mar		Romney		Rosales		LLC		Total

Investment balance October 31, 2013	$	1,265,000	$	535,000	$	–	$	–	$	1,800,000
Equity earnings (losses)		256,000		(8,000)		15,000		–		263,000
Cash distributions		(183,000)		–		–		–		(183,000)
Investment contributions		–		8,000		1,750,000		–		1,758,000
Investment balance October 31, 2014		1,338,000		535,000		1,765,000		–		3,638,000
Equity earnings (losses)		455,000		(13,000)		(199,000)		–		243,000
Cash distributions		(789,000)		–		(54,000)		–		(843,000)
Investment contributions		–		9,000		–		–		9,000
Investment balance October 31, 2015		1,004,000		531,000		1,512,000		–		3,047,000
Equity earnings (losses)		603,000		(9,000)		40,000		–		634,000
Cash distributions		(586,000)		–		(56,000)		–		(642,000)
Investment contributions		940,000		–		–		2,275,000		3,215,000
Investment balance October 31, 2016	$	1,961,000	$	522,000	$	1,496,000	$	2,275,000	$	6,254,000

XML 30 R16.htm IDEA: XBRL DOCUMENT

Investment in Calavo Growers, Inc.

12 Months Ended

Oct. 31, 2016

Investments, Debt and Equity Securities [Abstract]

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

9. Investment in Calavo Growers, Inc.

In June 2005, the Company entered into a stock purchase agreement with Calavo. Pursuant to this agreement, the Company purchased 1,000,000 shares, or approximately 6.9%, of Calavo’s common stock for $10,000,000 and Calavo purchased 1,728,570 shares, or approximately 15.1%, of the Company’s common stock for $23,450,000. Under the terms of the agreement, the Company received net cash consideration of $13,450,000. The Company has classified its Calavo investment as available-for-sale. In fiscal year 2009, the Company sold 335,000 shares of Calavo stock for a total of $6,079,000, recognizing a gain of $2,729,000. In fiscal year 2013, the Company sold 165,000 shares of Calavo stock for a total of $4,788,000, recognizing a gain of $3,138,000.

In October 2015, the Company sold 140,000 shares of Calavo stock at an average price of $46.00 per share. The net proceeds to the Company from the sale were $6,433,000 and the Company recognized a gain of $5,033,000. In June and July 2016, the Company sold 60,000 shares of Calavo stock for a total of $4,019,000, recognizing a gain of $3,419,000. These gains are included in other income in the consolidated statements of operations. The Company continues to own 300,000 shares of Calavo common stock.

Additionally, changes in the fair value of the available-for-sale securities result in unrealized holding gains or losses on shares held by the Company and reclassifications of unrealized gains on securities sold by the Company. In fiscal year 2016, the Company recorded unrealized holding gains of $2,668,000 ($1,619,000 net of tax) and reclassification of unrealized gain on security sold of $2,830,000 ($1,719,000 net of tax). In fiscal year 2015, the Company recorded unrealized holding gains of $487,000 ($273,000 net of tax) and reclassification of unrealized gain on security sold of $4,850,000 ($2,932,000 net of tax). In fiscal year 2014, the Company recorded unrealized holding gains of $9,425,000 ($5,790,000 net of tax).

- Definition

The entire disclosure for investments in certain debt and equity securities.

+ References + Details

XML 31 R17.htm IDEA: XBRL DOCUMENT

Other Assets

12 Months Ended

Oct. 31, 2016

Other Assets [Abstract]

Other Assets Disclosure [Text Block]

10. Other Assets

Other assets consist of the following at October 31:

	2016		2015

Investments in mutual water companies	$	4,327,000	$	4,031,000
Acquired water and mineral rights		1,536,000		1,536,000
Deferred lease assets and other		930,000		1,404,000
Note receivable		612,000		589,000
Revolving funds and memberships		292,000		349,000
Acquired trade names and trademarks		341,000		446,000
Goodwill		680,000		680,000
	$	8,718,000	$	9,035,000

Investments in Mutual Water Companies

The Company’s investments in various not-for-profit mutual water companies provide the Company with the right to receive a proportionate share of water from each of the not-for-profit mutual water companies that have been invested in and do not constitute voting shares and/or rights.

Acquired Water and Mineral Rights

Acquired water and mineral rights are indefinite-life intangible assets not subject to amortization.

Deferred Lease Assets and Other

Deferred lease assets and other as of October 31, 2016 and 2015 includes $373,000 and $586,000 of deferred rent assets, respectively, and $79,000 of prepaid lease amounts on pollination equipment.

In addition, deferred lease assets and other as of October 31, 2016 and 2015 includes a patent for an agricultural variety with a carrying value of $97,000 and $110,000, respectively, net of accumulated amortization of $125,000 and $112,000, respectively. Amortization expense associated with the patent was $13,000 for each of the fiscal years 2016, 2015 and 2014. The Company will amortize $13,000 each year for fiscal years 2017 through 2021 related to its patent.

Note Receivable

In fiscal year 2004, the Company sold a parcel of land in Morro Bay, California. The sale was recognized under the installment method and the resulting gain on the sale of $161,000 was deferred. In connection with the sale, the Company recorded a note receivable of $4,263,000. Principal of $2,963,000 and interest was paid in April 2005 and $112,000 of the deferred gain was recognized as income at that time. The remaining deferred gain is included in other long-term liabilities in the Company’s consolidated balance sheets. The remaining principal balance of $1,300,000 and the related accrued interest was initially payable in April 2009; however, the Company and the buyer of the Morro Bay land executed a note extension agreement in March 2009. Based on the terms of the note extension agreement, the remaining principal balance of $1,300,000 and the related accrued interest was to be paid in full on April 1, 2014. During July 2011, the Company and the buyer agreed to extend the due date for the note from April 1, 2014 to April 1, 2020 and to convert the interest rate from a fixed rate of 7.0% to a floating rate of LIBOR plus 3.5% with a floor of 6.0%. On April 1, 2014 the rate converted to a floating rate of LIBOR plus 3.5% with no floor. The note is subordinate to bank financing and provides for repayment that is based on a percentage of net operating cash flows of the underlying avocado orchard as defined in the note, ranging from 35% through 2014 and 50% until fully repaid or any unpaid balance due and payable on the due date.

In fiscal year 2015, the holder of the note completed the drilling of three water wells at the Company’s Windfall Investors, LLC real estate development property and two water wells at the Sheldon Ranches, which are leased by the Company. The fair value of the well drilling services was $1,535,000 and the Company recorded a non-cash reduction of the note receivable comprised of $824,000 in accrued interest and $711,000 of principal. Additionally, the Company recognized $27,000 of deferred gain in fiscal year 2015. Total principal and interest due was $612,000 and $589,000 at October 31, 2016 and 2015, respectively. Interest continues to accrue on the principal balance of the note and was $23,000, $40,000 and $60,000 in fiscal years 2016, 2015 and 2014, respectively.

Revolving Funds and Memberships

Revolving funds and memberships represent the Company’s investments in various cooperative associations.

Acquired Trade Names, Trademarks and Goodwill

The Company acquired $486,000 of trade names and trademarks and $680,000 of goodwill in its acquisition of Associated in September 2013. Tradenames and trademarks are being amortized over eight years and the Company will amortize $60,000 each year for fiscal years 2017 through 2021. Additionally, the Company acquired $160,000 of customer relationships with the acquisition of the Yuma packinghouse in June 2014. Customer relationships are being amortized over five years and the Company will amortize $24,000 each year for fiscal years 2017 and 2018. Accumulated amortization for tradenames, trademarks and customer relationships was $304,000 and $201,000 as of October 31, 2016 and 2015, respectively. Amortization expense for tradenames, trademarks and customer relationships was $83,000, $85,000 and $55,000 in fiscal years 2016, 2015 and 2014, respectively. Additionally, we recognized a fair value adjustment to customer relationships and recorded a $20,000 increase in agribusiness costs and expenses in fiscal year 2016.

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Accrued Liabilities

12 Months Ended

Oct. 31, 2016

Accounts Payable and Accrued Liabilities, Current [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

11. Accrued Liabilities

Accrued liabilities consist of the following at October 31:

	2016		2015

Compensation	$	2,362,000	$	1,655,000
Income taxes		-		180,000
Property taxes		520,000		541,000
Interest		277,000		263,000
Deferred rental income and deposits		633,000		892,000
Lease expense		296,000		827,000
Lemon supplier payables		1,242,000		788,000
Capital expenditures and other		1,091,000		718,000
	$	6,421,000	$	5,864,000

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Long-Term Debt

12 Months Ended

Oct. 31, 2016

Debt Disclosure [Abstract]

Long-term Debt [Text Block]

12. Long-Term Debt

Long-term debt is comprised of the following at October 31:

	2016		2015
Rabobank revolving credit facility: the interest rate is variable based on the one-month London Interbank Offered Rate (“LIBOR”), which was 0.52% at October 31, 2016, plus 1.80%. Interest is payable monthly and the principal is due in full in June 2018.	$	59,606,000	$	83,834,000

Farm Credit West term loan: the interest rate is variable and was 2.95% at October 31, 2016. The loan is payable in quarterly installments through November 2022.		3,701,000		4,235,000

Farm Credit West non-revolving line of credit: the loan was repaid in February 2016 with proceeds from the Farm Credit West term loans as noted below.		-		492,000

Farm Credit West term loan: the interest rate is variable and was 2.95% at October 31, 2016. The loan is payable in monthly installments through October 2035.		1,213,000		1,263,000

Farm Credit West term loan: the interest rate is fixed at 4.70%. The loan is payable in monthly installments though March 2036.		9,822,000		-

Farm Credit West term loan: the interest rate is fixed at 3.62% until March 2021, becoming variable for the remainder of the loan. The loan is payable in monthly installments though March 2036.		7,349,000		-

Wells Fargo term loan: the interest rate is fixed at 3.58%. The loan is payable in monthly installments through January 2023.		9,152,000		-
Subtotal		90,843,000		89,824,000
Less deferred financing costs		171,000		156,000
Total long-term debt, net		90,672,000		89,668,000
Less current portion		2,508,000		589,000
Long-term debt, less current portion	$	88,164,000	$	89,079,000

The Rabobank and Farm Credit West loans are secured by certain of the Company’s agricultural properties and a portion of the equity interest in the Company’s investments in certain mutual water companies.

On March 31, 2014, the Company entered into a Third Amendment to the Amended and Restated Line of Credit Agreement dated December 15, 2008 in order to, among other things, release Rabobank’s security interest in Teague McKevett Ranch, which is also known as East Area I real estate development project, in Ventura County, California, and grant Rabobank a security interest in certain of the Company’s agricultural properties located in Ventura and Tulare Counties. The line of credit provides for maximum borrowings of $100,000,000 and the borrowing capacity based on collateral value was $92,556,000 at October 31, 2015. The Company paid debt financing costs of $106,000 in fiscal year 2014 related to this amendment. In 2016, an appraisal was performed on the collateral value of certain agricultural property and the borrowing base was increased to $100,000,000. The company paid debt financing costs of $21,000 in fiscal year 2016 related to this appraisal.

On January 20, 2016, the Company entered into a $10,000,000 term loan with Wells Fargo Equipment Finance, Inc. with security on the loan comprised of certain equipment associated with the Company’s new packing facilities. The loan contains affirmative and restrictive covenants including, among other customary covenants and default provisions, a requirement that the Company maintain a debt service coverage ratio, as defined in the loan agreement, of less than 1.25 to 1.0 measured annually at October 31. The loan includes a prepayment penalty of 2% of the unpaid balance for the first eighteen months, with no prepayment penalty thereafter.

On February 16, 2016, the Company entered into a Promissory Note and Loan Agreement with Farm Credit West. The loan agreement provides for a term loan in the amount of $10,000,000 and a term loan in the amount of $7,500,000 (the “Term Loans”). The Term Loans are secured by certain of the Company’s agricultural properties and are pre-payable in whole or in part after September 1, 2016. The proceeds from the Term Loans were used to repay the Farm Credit West Line of Credit and pay down outstanding indebtedness under the Rabobank revolving credit facility. Additionally, the loan agreement includes default provisions that, at the lender’s option, may cause all principal, interest and other amounts that may have been advanced under the loan to become immediately due and payable by the Company. The Company paid debt financing costs of $44,000 related to these loans.

Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress. The Company capitalized interest of $1,919,000 and $2,534,000 during the year ended October 31, 2016 and 2015, respectively. Capitalized interest is included in property, plant and equipment and real estate development assets in the Company’s consolidated balance sheets.

The Company incurs certain loan fees and costs associated with its new or amended credit arrangements. Such costs are capitalized as deferred financing costs and amortized as interest expense using the straight-line method over the terms of the credit agreements. The balance of deferred financing costs is $171,000 net of amortization and is included in long-term debt on the Company’s consolidated balance sheet at October 31, 2016.

Principal payments on the Company’s long-term debt are due as follows:

2017	$	2,508,000
2018		62,203,000
2019		2,691,000
2020		2,787,000
2021		2,888,000
Thereafter		17,766,000
	$	90,843,000

XML 34 R20.htm IDEA: XBRL DOCUMENT

Derivative Instruments and Hedging Activities

12 Months Ended

Oct. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

13. Derivative Instruments and Hedging Activities

Derivative financial instruments consist of the following at October 31:

	Notional Amount				Fair Value Liability
	2016		2015		2016		2015
Pay fixed-rate, receive floating-rate forward interest rate swap, beginning July 2013 until June 2018	$	40,000,000	$	40,000,000	$	1,151,000	$	1,702,000

In November 2011, the Company entered into a forward interest rate swap agreement with Rabobank International, Utrecht to fix the interest rate at 4.30% on $40,000,000 of its outstanding borrowings under the Rabobank line of credit beginning July 2013 until June 2018. This interest rate swap qualifies as a cash flow hedge and the fair value liability is included in fair value of derivative instruments, other long-term liabilities and related accumulated other comprehensive income in the accompanying consolidated balance sheet.

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SX 210.4-08.(n))
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+ Details

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Earnings per Share

12 Months Ended

Oct. 31, 2016

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

14. Earnings Per Share

Basic net income per common share is calculated using the weighted-average number of common shares outstanding during the period. Diluted net income per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of conversion of preferred stock. The Series B and Series B-2 convertible preferred shares were anti-dilutive for fiscal years ended October 31, 2016, 2015 and 2014. The computations for basic net income per common share are as follows:

	Year ended October 31,
	2016		2015		2014
Basic net income per common share:
Numerator: Net income applicable to common stock	$	7,430,000	$	6,447,000	$	6,531,000
Denominator: Weighted average common shares-basic		14,168,000		14,119,000		14,055,000
Basic net income per common share	$	0.52	$	0.46	$	0.46

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Related-Party Transactions

12 Months Ended

Oct. 31, 2016

15. Related-Party Transactions

The Company rents certain of its residential housing assets to employees on a month-to-month basis. The Company recorded $749,000, $622,000 and $561,000 of rental income from employees in fiscal years 2016, 2015 and 2014, respectively. There were no rental payments due from employees at October 31, 2016 and 2015.

The Company has representation on the boards of directors of the mutual water companies in which the Company has investments. The Company recorded capital contributions and purchased water and water delivery services from such mutual water companies, in aggregate, of $1,287,000, $1,357,000 and $1,232,000 in fiscal years 2016, 2015 and 2014, respectively. Capital contributions are included in other assets in the Company’s consolidated balance sheets and purchased water and water delivery services are included in agribusiness expense in the Company’s consolidated statements of operations. Water payments due to the mutual water companies were, in aggregate, $131,000 and $175,000 at October 31, 2016 and 2015, respectively.

The Company has representation on the board of directors of a non-profit cooperative association that provides pest control services for the agricultural industry. The Company purchased services and supplies of $1,659,000, $1,567,000 and $1,425,000 from the association in fiscal years 2016, 2015 and 2014, respectively. Such amounts are included in agribusiness expense in the Company’s consolidated statements of operations. Payments due to the cooperative were $87,000 and $142,000 at October 31, 2016 and 2015, respectively.

The Company recorded dividend income of $288,000, $375,000 and $350,000 in fiscal years 2016, 2015 and 2014, respectively, on its investment in Calavo, which is included in other income, net, in the Company’s consolidated statements of operations. The Company had $10,767,000, $7,132,000 and $7,374,000 in avocado sales to Calavo in fiscal years 2016, 2015 and 2014, respectively. Additionally, the Company had zero, $67,000 and zero in lemon sales to Calavo in fiscal years 2016, 2015 and 2014, respectively. Such amounts are included in agribusiness revenues in the Company’s consolidated statements of operations. The Company leases office space to Calavo and received rental income of $279,000, $272,000, and $277,000 in fiscal years 2016, 2015 and 2014, respectively. Such amounts are included in rental revenues in the Company’s consolidated statements of operations. No amounts were receivable by the Company from Calavo at October 31, 2016 or 2015. The Company purchased $517,000, $162,000 and $658,000 of packed avocados and lemons to sell from Calavo in fiscal years 2016, 2015 and 2014, respectively. No amounts were due to Calavo at October 31, 2016 and 2015, respectively.

Certain members of the Company’s board of directors market lemons through the Company pursuant to its customary marketing agreements. During fiscal years 2016, 2015 and 2014 the aggregate amount of lemons procured from entities owned or controlled by members of the board of directors was $2,246,000, $1,472,000 and $1,583,000, respectively, which is included in agribusiness expense in the Company’s consolidated statements of operations. Payments due to these Board members were $877,000 and $531,000 at October 31, 2016 and 2015, respectively. Additionally, the Company leases approximately 31 acres of orchards from entities affiliated with a member on the board of directors and incurred $135,000, $23,000 and $123,000 of lease expense related to these leases in fiscal years 2016, 2015 and 2014, respectively.

On July 1, 2013, the Company and Cadiz Real Estate, LLC (“Cadiz”), a wholly owned subsidiary of Cadiz, Inc., entered into a long-term lease agreement (the “Lease”) for a minimum of 320 acres, with options to lease up to an additional 960 acres, located within 9,600 zoned agricultural acres owned by Cadiz in eastern San Bernardino County, California. The initial term of the Lease runs for 20 years and the annual base rental will be equal to the sum of $200 per planted acre and 20% of gross revenues from the sale of harvested lemons (less operating expenses) and will not exceed $1,200 per acre per year. During fiscal years 2016, 2015 and 2014 respectively, $92,000, $58,000 and $15,000 of lease expense was incurred in connection with this lease. A member of the Company’s Board of Directors serves as the CEO, President and a member of the board of directors of Cadiz, Inc. Additionally, this board member is an attorney with a law firm that provided services of $30,000, $148,000 and $82,000 to the Company during the years ended October 31, 2016, 2015 and 2014 respectively. Payments due to the law firm were $6,000 and $42,000 at October 31, 2016 and 2015, respectively.

On February 5, 2015, the Company entered into a Modification of Lease Agreement (the “Amendment”) with Cadiz. The Amendment, among other things, increased by 200 acres the amount of property leased by the Company under the lease agreement dated July 1, 2013. In connection with the Amendment, the Company paid a total of $1,212,000 to acquire existing lemon trees and irrigations systems from Cadiz and a Cadiz tenant. In February 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”). An entity affiliated with WAM is the holder of 9,300 shares of Limoneira Company Series B-2 convertible preferred stock. Payments due to Fenner were $25,000 and zero at October 31, 2016 and October 31, 2015, respectively.

The Company has representation on the board of directors of Colorado River Growers, Inc. (“CRG”), a non-profit cooperative association of fruit growers engaged in the agricultural harvesting business in Yuma County, Arizona. The Company paid harvest and third-party grower expense to CRG of $4,492,000, $6,003,000 and $6,805,000 for the years ended October 31, 2016, 2015, and 2014 respectively. Such amounts are included in agribusiness expense in the Company’s consolidated financial statements. Additionally, Associated provided harvest management and administrative services to CRG in the amount of $282,000, $218,000, and $345,000 during the years ended October 31, 2016, 2015, and 2014 respectively. Such amounts are included in agribusiness revenues in the Company’s consolidated financial statements. There was $181,000 and $116,000 due to Associated from CRG at October 31, 2016 and October 31, 2015, respectively, which is included in accounts receivable in the Company’s consolidated balance sheets.

The Company has representation on the board of directors of Yuma Mesa Irrigation and Drainage District (“YMIDD”). In December 2013, Associated entered into an agreement, as amended in December 2014 and 2015, with YMIDD to participate in a Pilot Fallowing Program in which Associated agreed to forego its water allocation for approximately 300 acres of land in exchange for $750 per acre through December 31, 2016, unless terminated sooner by YMIDD. In relation to this program the Company recorded income of $201,000, $210,000 and $160,000 during the years ended October 31, 2016, 2015 and 2014, respectively. In relation to this program, during the years ended October 31, 2016, 2015 and 2014, respectively, the Company recorded losses on orchard disposals of zero, $160,000 and $184,000, respectively. These net amounts are included in other income, net in the Company’s consolidated statements of operations. Additionally, the Company purchased water in the amount of $132,000, $125,000 and $119,000 during fiscal years 2016, 2015 and 2014, respectively. Such amounts are included in agribusiness expenses in the Company’s consolidated statements of operations. There were no amounts receivable from or payments due to YMIDD at October 31, 2016 and October 31, 2015.

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Income Taxes

12 Months Ended

Oct. 31, 2016

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

16. Income Taxes

The components of the provisions for income taxes for fiscal years 2016, 2015 and 2014 are as follows:

	2016		2015		2014
Current:
Federal	$	1,736,000	$	(3,315,000)	$	(2,820,000)
State		(749,000)		(1,007,000)		(882,000)
Foreign		(59,000)		(2,000)		-
Total current benefit (provision)		928,000		(4,324,000)		(3,702,000)

Deferred:
Federal		(5,942,000)		343,000		80,000
State		(253,000)		7,000		49,000
Total deferred (provision) benefit		(6,195,000)		350,000		129,000
Total provision	$	(5,267,000)	$	(3,974,000)	$	(3,573,000)

The income tax provision differs from the amount which would result from the statutory federal income tax rate primarily as a result of dividend exclusions, the domestic production activities deduction and state income taxes.

Deferred income taxes reflect the net of temporary differences between the carrying amount of the assets and liabilities for financial reporting and income tax purposes. The components of deferred income tax assets (liabilities) at October 31, 2016 and 2015 are as follows:

	2016		2015
Deferred income tax assets:
Labor accruals	$	246,000	$	246,000
State income taxes		293,000		337,000
Net operating losses		1,000		18,000
Prepaid insurance and other		69,000		38,000
Impairments of real estate development assets		3,147,000		3,152,000
Derivative instruments		452,000		669,000
Minimum pension liability adjustment		2,207,000		1,715,000
Amortization		462,000		683,000
Total deferred income tax assets		6,877,000		6,858,000
Deferred income tax liabilities:
Property taxes		(184,000)		(205,000)
Depreciation		(11,644,000)		(5,518,000)
Unrealized net gain on Calavo investment		(5,792,000)		(5,864,000)
Book and tax basis difference of acquired assets		(14,471,000)		(14,482,000)
Other		(114,000)		(214,000)
Total deferred income tax liabilities		(32,205,000)		(26,283,000)
Net deferred income tax liabilities	$	(25,328,000)	$	(19,425,000)

At October 31, 2016, the Company had state net operating loss carry-forwards of approximately $30,000. The state net operating loss carry forwards will begin to expire in fiscal year 2032 unless previously utilized.

The income tax provision differs from that computed using the federal statutory rate applied to income before taxes as follows for fiscal years 2016, 2015 and 2014:

	2016					2015					2014
	Amount		%			Amount		%			Amount		%

Provision at statutory rates	$	(4,530,000)		(34.0)	%	$	(3,757,000)		(34.0)	%	$	(3,587,000)		(34.0)	%
State income tax, net of federal benefit		(733,000)		(5.5)	%		(614,000)		(5.5)	%		(552,000)		(5.2)	%
Dividend exclusion		72,000		0.5	%		94,000		0.8	%		83,000		0.8	%
Production deduction		50,000		0.4	%		495,000		4.5	%		461,000		4.4	%
Other permanent items		(126,000)		(0.9)	%		(192,000)		(1.7)	%		22,000		0.2	%
Total income tax provision	$	(5,267,000)		(39.5)	%	$	(3,974,000)		(35.9)	%	$	(3,573,000)		(33.8)	%

The Company recognizes excess tax deductions associated with the vesting of stock grants directly to stockholders’ equity when realized.

At October 31, 2016 and 2015, the Company had no unrecognized tax benefits. The Company reports accrued interest and penalties related to unrecognized tax benefits in income tax expense.

The Company files income tax returns in the U.S., California, Arizona and Chile. The Company is no longer subject to significant U.S. and state income tax examinations for years prior to the statutory periods of three years for federal and four years for state tax jurisdictions. The Company recognizes interest expense and penalties related to income tax matters as a component of income tax expense. There was no accrued interest or penalties associated with uncertain tax positions as of October 31, 2016.

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Retirement Plans

12 Months Ended

Oct. 31, 2016

Compensation and Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

17. Retirement Plans

The Limoneira Company Retirement Plan (the “Plan”) is a noncontributory, defined benefit, single employer pension plan, which provides retirement benefits for all eligible employees. Benefits paid by the Plan are calculated based on years of service, highest five-year average earnings, primary Social Security benefit and retirement age. Effective June 2004, the Company froze the Plan and no additional benefits accrued to participants subsequent to that date. The Plan is administered by Wells Fargo Bank and Mercer Human Resource Consulting.

The Plan is funded consistent with the funding requirements of federal law and regulations. There were funding contributions of $500,000 and $375,000 for fiscal years 2016 and 2015, respectively. Plan assets are invested in a group trust consisting primarily of pooled funds, mutual funds, short-term investment funds and cash.

The investment policy and strategy has been established to provide a total investment return that will, over time, maintain purchasing power parity for the Plan’s variable benefits and keep the Plan funding at a reasonable level. The long-term target asset allocation ranges are as follows: Domestic Equity 35%-40%; International Equity 10%-15%; Fixed Income 47% and Cash 3%.

The following tables set forth the Plan’s net periodic cost, changes in benefit obligation and Plan assets, funded status, amounts recognized in the Company’s consolidated balance sheets, additional year-end information and assumptions used in determining the benefit obligations and net periodic benefit cost.

The components of net periodic benefit cost for the Plan for fiscal years 2016 and 2015 were as follows:

	2016		2015

Administrative expenses	$	125,000	$	135,000
Interest cost		835,000		852,000
Expected return on plan assets		(1,077,000)		(1,128,000)
Amortization of net loss		746,000		984,000
Net periodic benefit cost	$	629,000	$	843,000

Following is a summary of the Plan’s funded status as of October 31:

	2016		2015
Change in benefit obligation:
Benefit obligation at beginning of year	$	21,051,000	$	21,959,000
Administrative expenses		125,000		135,000
Interest cost		835,000		852,000
Plan amendments		322,000		-
Benefits paid		(1,184,000)		(1,031,000)
Actuarial loss (gain)		1,290,000		(864,000)
Benefit obligation at end of year	$	22,439,000	$	21,051,000

Change in plan assets:
Fair value of plan assets at beginning of year	$	16,692,000	$	17,005,000
Actual return on plan assets		812,000		343,000
Employer contributions		500,000		375,000
Benefits paid		(1,184,000)		(1,031,000)
Fair value of plan assets at end of year	$	16,820,000	$	16,692,000

Reconciliation of funded status:
Fair value of plan assets	$	16,820,000	$	16,692,000
Benefit obligations		22,439,000		21,051,000
Net plan obligations	$	(5,619,000)	$	(4,359,000)

Amounts recognized in statements of financial position:
Noncurrent assets	$	–	$	–
Current liabilities		–		–
Noncurrent liabilities		(5,619,000)		(4,359,000)
Net obligation recognized in statements of financial position	$	(5,619,000)	$	(4,359,000)

Reconciliation of amounts recognized in statements of financial position:
Prior service cost	$	(322,000)	$	-
Net loss		(8,823,000)		(8,015,000)
Accumulated other comprehensive loss		(9,145,000)		(8,015,000)
Accumulated contributions in excess of net periodic benefit cost		3,526,000		3,656,000
Net deficit recognized in statements of financial position	$	(5,619,000)	$	(4,359,000)

Presented below are changes in accumulated other comprehensive income, before tax, in the Plan as of October 31:

	2016		2015
Changes recognized in other comprehensive income:
New prior service cost	$	322,000	$	-
Net loss (gain) arising during the year		1,555,000		(79,000)
Amortization of net loss		(746,000)		(984,000)
Total recognized in other comprehensive loss (income)	$	1,131,000	$	(1,063,000)

Total recognized in net periodic benefit and other comprehensive loss (income)	$	1,760,000	$	(220,000)

Presented below is the October 31, year-ended estimated amount that will be amortized from accumulated other comprehensive income over the next fiscal year:

	2016
Initial net asset (obligation)	$	–
Prior service cost		(45,000)
Net loss		(833,000)
Total	$	(878,000)

The following assumptions, as of October 31, were used in determining benefit obligations and net periodic benefit cost:

	2016			2015
Weighted-average assumptions used to determine benefit obligations:
Discount rate		3.60	%		4.10	%

Assumptions used to determine net periodic benefit cost:
Discount rate		4.10	%		4.00	%
Expected return on plan assets		6.50	%		7.00	%

Additional year-end information:
Projected benefit obligation	$	22,439,000		$	21,051,000
Accumulated benefit obligation	$	22,439,000		$	21,051,000
Fair value of plan assets	$	16,820,000		$	16,692,000

Benefit payments are expected to be paid during the following fiscal years:

2017	$	1,210,000
2018		1,243,000
2019		1,268,000
2020		1,272,000
2021		1,277,000
2022-2026		6,623,000
	$	12,893,000

The following table sets forth the Plan’s assets as of October 31, 2016, segregated by level using the hierarchy established by FASB ASC 820, Fair Value Measurements and Disclosures:

	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	171,000	$	–	$	–	$	171,000
Mutual funds		1,349,000		–		–		1,349,000
Pooled funds		–		15,300,000		–		15,300,000
	$	1,520,000		15,300,000	$	–	$	16,820,000

The Company has a 401(k) plan in which it contributes an amount equal to 4% of an eligible employee’s annual earnings beginning after one year of employment. Employees may elect to defer up to 100% of their annual earnings subject to Internal Revenue Code limits. The Company makes an additional matching contribution on these deferrals up to 4% of the employee’s annual earnings. Employees are 100% vested in the Company’s contribution after six years of employment. Participants vest in any matching contribution at a rate of 20% per year beginning after one year of employment. During fiscal years 2016, 2015 and 2014, the Company contributed to the plan and recognized expenses of $823,000, $775,000 and $647,000, respectively.

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Other Long-Term Liabilities

12 Months Ended

Oct. 31, 2016

Other Liabilities Disclosure [Abstract]

Other Liabilities Disclosure [Text Block]

18. Other Long-Term Liabilities

Other long-term liabilities consist of the following at October 31:

	2016		2015

Minimum pension liability	$	5,619,000	$	4,359,000
Fair value of derivative instrument		461,000		935,000
Contingent consideration		-		300,000
Deposit received for joint venture interest		-		2,000,000
Deferred gain and other		47,000		47,000
	$	6,127,000	$	7,641,000

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Operating Lease Income

12 Months Ended

Oct. 31, 2016

Leases, Operating [Abstract]

Leases of Lessor Disclosure [Text Block]

19. Operating Lease Income

The Company rents certain of its assets under net operating lease agreements ranging from one month to 20 years. The cost of land subject to agricultural land leases was $1,529,000 at October 31, 2016. The total cost and accumulated depreciation of buildings, equipment and building improvements subject to leases was $21,997,000 and $6,081,000, respectively, at October 31, 2016. The Company’s rental operations revenue includes contingent rental revenue of $195,000, $135,000 and $200,000 for fiscal years 2016, 2015 and 2014, respectively.

The future minimum lease payments to be received by the Company related to these net operating lease agreements as of October 31, 2016, are as follows:

2017	$	1,675,000
2018		1,441,000
2019		930,000
2020		688,000
2021		287,000
Thereafter		1,249,000
	$	6,270,000

- Definition

The entire disclosure for lessor entity's leasing arrangements for operating, capital and leveraged leases.

+ References + Details

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Commitments and Contingencies

12 Months Ended

Oct. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

20. Commitments and Contingencies

Operating Leases

The Company has operating leases for agricultural land, pollinating equipment, packinghouse equipment, and photovoltaic generators. Total lease expense for fiscal years 2016, 2015 and 2014 was $2,049,000, $2,922,000 and $3,390,000, respectively, which is included in agribusiness costs and expenses in the Company’s consolidated statements of operations.

During fiscal year 2008, the Company entered into a contract with Perpetual Power, LLC (“Perpetual”) to install a 1,000 KW photovoltaic generator in order to provide electrical power for the Company’s lemon packinghouse operations. The facility became operational in October 2008. Farm Credit West provided financing for the generator and upon completion of the construction Perpetual sold the generator to Farm Credit West. The Company then signed a 10-year operating lease agreement with Farm Credit West. At the end of the 10-year lease term, the Company will have an option to purchase the generator from Farm Credit West for $1,125,000.

Additionally, in fiscal year 2008, the Company entered into a contract with Perpetual to install a second 1,000 KW photovoltaic generator in order to provide electrical power for the Company’s farming operations in Ducor, California. Farm Credit West provided the financing for the generator and when construction was completed, Perpetual sold the generator to Farm Credit West. The Company then signed a 10-year operating lease agreement with Farm Credit West for this facility. At the end of the 10-year lease term, the Company will have an option to purchase the generator from Farm Credit West for $1,275,000. The generator in Ducor, California became operational in December 2008. Included in prepaid expenses and other current assets and other assets in the Company’s consolidated balance sheets is $436,000 and $664,000 at October 31, 2016 and 2015, respectively of deferred rent assets related to the Company’s Ducor solar lease as the minimum lease payments exceed the straight-line rent expense during the earlier terms of the lease.

Additionally, the Company had agreements, which expired in 2014, with an electric utility through the California Solar Initiative which entitled it to receive rebates for energy produced by our solar arrays. These rebates were zero, zero and $91,000 in fiscal years 2016, 2015 and 2014, respectively.

In January 2012, the Company entered into a series of operating leases for approximately 1,000 acres of lemon, orange, specialty citrus and other crop orchards in Lindsay, California. Each of the leases is for ten-year terms and provides for four five-year renewal options with an aggregate base rent of approximately $500 per acre. The leases also contain profit share arrangements with the landowners as additional rent on each of the properties and a provision for the potential purchase of the properties by us in the future. The Company purchased substantially all of the leased acreage in September and December 2015 as discussed in Note 3. The Company incurred lease expense of $202,000, $1,137,000 and $1,641,000 in fiscal years 2016, 2015 and 2014

On July 1, 2013, the Company and Cadiz, entered into a long-term lease agreement for a minimum of 320 acres, with an option to lease up to an additional 960 acres, located within 9,600 zoned agricultural acres owned by Cadiz in eastern San Bernardino County, California. The initial term of the lease runs for 20 years and the annual base rental will be equal to the sum of $200 per planted acre and 20% of gross revenues from the sale of harvested lemons (less operating expenses) and will not exceed $1,200 per acre per year.

On February 5, 2015, the Company entered into a Modification of Lease Agreement (the “Amendment”) with Cadiz. The Amendment, among other things, increased by 200 acres the amount of property leased by the Company under the lease agreement dated July 1, 2013. In connection with the Amendment, the Company paid a total of $1,212,000 to acquire existing lemon trees and irrigations systems from Cadiz and a Cadiz tenant. In February 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”). An entity affiliated with WAM is the holder of 9,300 shares of Limoneira Company Series B-2 convertible preferred stock. The Company incurred lease expenses of $92,000, $58,000 and $15,000 in fiscal years 2016, 2015 and 2014. Payments due to Fenner were $25,000 and zero at October 31, 2016 and October 31, 2015, respectively.

Minimum future lease payments are as follows:

2017	$	1,317,000
2018		1,284,000
2019		498,000
2020		471,000
2021		471,000
Thereafter		2,295,000
	$	6,336,000

Letters of Credit

The Company utilizes standby letters of credit to satisfy workers’ compensation insurance security deposit requirements. At October 31, 2016, these outstanding letters of credit totaled $137,000.

Litigation

The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any pending or threatened litigation against it that it expects will have a material adverse effect on its business, financial condition, liquidity, or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings.

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Series B and Series B-2 Preferred Stock

12 Months Ended

Oct. 31, 2016

Temporary Equity Disclosure [Abstract]

Preferred Stock [Text Block]

21. Series B and Series B-2 Preferred Stock

Series B Convertible Preferred Stock

In 1997, in connection with the acquisition of Ronald Michaelis Ranches, Inc., the Company issued 30,000 shares of Series B Convertible Preferred Stock at $100.00 par value (the “Series B Stock”).

Dividends: The holders of shares of Series B Stock are entitled to receive cumulative cash dividends at an annual rate of 8.75% of par value. Such dividends are payable quarterly on the first day of January, April, July and October in each year commencing July 1, 1997.

Voting Rights: Each shareholder of Series B Stock is entitled to ten votes on all matters submitted to a vote of the stockholders of the Company.

Redemption: The Company, at the option of the Board of Directors, may redeem the Series B Stock, as a whole or in part, at any time or from time to time on or after August 1, 2017 and before July 31, 2027, at a redemption price equal to the par value thereof, plus accrued and unpaid dividends thereon to the date fixed for redemption.

Conversion: The holders of Series B Stock have the right, at their option, to convert such shares into shares of Common Stock of the Company at any time prior to redemption. The conversion price is $8.00 per share of Common Stock. Pursuant to the terms of the Certificate of Designation, Preferences and Rights of the Series B Stock, the conversion price shall be adjusted to reflect any dividends paid in Common Stock of the Company, the subdivision of the Common Stock of the Company into a greater number of shares of Common Stock of the Company or upon the advice of legal counsel.

Put: The holders of Series B Stock may at any time after July 1, 2017 and before June 31, 2027 cause the Company to repurchase such shares at a repurchase price equal to the par value thereof, plus accrued and unpaid dividends thereon to the date fixed for repurchase.

Because the Series B Stock may be redeemed by holders of the shares at their discretion beginning July 1, 2017, the redemption is outside of the control the Company and accordingly, the Series B Stock has been classified as temporary equity.

In April 2016, 500 shares of Series B preferred stock were converted into 6,250 shares of Limoneira common stock.

In September 2015, 500 shares of Series B preferred stock were converted into 6,250 shares of Limoneira common stock.

Series B-2 Convertible Preferred Stock

During March and April of 2014, pursuant to a Series B-2 Stock Purchase Agreement dated March 21, 2014, the Company issued an aggregate of 9,300 shares of Series B-2, 4% voting preferred stock with a par value of $100.00 per share (“Series B-2 Preferred Stock”) to WPI-ACP Holdings, LLC (“WPI”), an entity affiliated with Water Asset Management, LLC (“WAM”) for total proceeds of $9,300,000. The transactions were exempt from the registration requirements of the Securities Act of 1933, as amended. The Series B-2 Preferred Stock has the following rights, preferences, privileges, and restrictions:

Conversion: Each share of the Series B-2 Preferred Stock is convertible into common stock at a conversion price equal to the greater of (a) the then-market price of the Company’s common stock based upon the closing price of the Company’s common stock on the NASDAQ Stock Market, LLC or on such other principal market on which the Company’s common stock may then be trading and (b) $15.00 per share of common stock. Shares of the Series B-2 Preferred Stock may be converted into common stock (i) at any time prior to the redemption thereof, or (ii) in the event the Option Agreement (as defined below) is terminated without all of the shares of Series B-2 Preferred Stock having been redeemed, within 30 calendar days following such termination.

Dividends: The holder of shares of the Series B-2 Preferred Stock is entitled to receive cumulative cash dividends at an annual rate of 4% of the liquidation value of $1,000 per share. Such dividends are payable quarterly on the first day of January, April, July and October in each year commencing July 1, 2014.

Liquidation Rights: In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holder of shares of the Series B-2 Preferred Stock is entitled to be paid out of the assets available for distribution, before any payment is made to the holders of the Company’s common stock or any other series or class of the Company’s shares ranking junior to the Series B-2 Preferred Stock, an amount equal to the liquidation value of $1,000 per share, plus an amount equal to all accrued and unpaid dividends.

Voting Rights: Each share of Series B-2 Preferred Stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders.

Redemption: The Company may redeem shares of Series B-2 Preferred Stock only (i) from WPI or its designee and (ii) upon, and to the extent of, an election to exercise the option pursuant to the Option Agreement, described below, at a redemption price equal to the liquidation value of $1,000 per share plus accrued and unpaid dividends.

Because the Series B-2 Preferred Stock may be redeemed by WPI at its discretion with the exercise of the Option Agreement, the redemption is outside of the control the Company and accordingly, the Series B-2 Preferred Stock has been classified as temporary equity.

In connection with the sale of the Series B-2 Preferred Stock, Associated and another affiliate of WAM (“WPI-ACP”), entered into a series of agreements related to the future ownership and disposition of farmland with associated Colorado River water rights and other real estate that is held by Associated in Yuma, Arizona. The agreements allow the parties to explore strategies that will make the highest and best use of those assets, including but not limited to the sale or lease of assets or the expansion of a fallowing and water savings program in which a portion of Associated’s property is currently enrolled. The net proceeds of any monetization event would be shared equally by the parties. The agreements entered into include a Water Development Agreement and an Option Agreement. Pursuant to the Water Development Agreement, Associated granted WPI-ACP exclusive rights to develop water assets attributable to the real estate owned by Associated for the mutual benefit of Associated and WAM. Pursuant to the Option Agreement, Associated granted WPI-ACP an option to purchase an undivided interest of up to one-half of the real estate owned by Associated in Yuma County, Arizona (the “Property”) and the water rights associated therewith until January 1, 2026. The purchase price for the Property subject to the Option Agreement will be paid via the redemption by the Company of a proportionate percentage of the Series B-2 Preferred Stock. Unless and until a definitive agreement or definitive agreements with respect to Associated’s real estate and water rights is entered into that would cause the cessation of farming operations, Associated expects to continue farming the Property and recognize all results of operations and retain all proceeds from such operations.

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Stockholders' Equity

12 Months Ended

Oct. 31, 2016

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

22. Stockholders’ Equity

Series A Junior Participating Preferred Stock and Shareholder Rights Agreement

During fiscal year 2007, the Company entered into a shareholder rights agreement with the Bank of New York acting as rights agent. In connection with this agreement, on October 31, 2006, the Company designated 20,000 shares of preferred stock as Series A Junior Participating Preferred Stock at $.01 par value (the “Series A Stock”). Additionally, on October 31, 2006, the Company declared a dividend to be distributed on December 20, 2006, to each holder of record of the Company’s common stock the right to purchase one one-hundredth of a share of Series A Stock. If a triggering event occurred, the Board of Directors had the option to allow rights holders to exercise their rights. The shareholder rights agreement, and the rights thereunder, expired by its terms on December 19, 2016.

Stock-based compensation

The Company has a stock-based compensation plan (the “Stock Plan”) that allows for the grant of common stock of the Company to members of management based on achievement of certain annual financial performance and other criteria. The number of shares granted is based on a percentage of the employee’s base salary divided by the stock price on the grant date. Shares granted under the Stock Plan generally vest over a 2-year period.

In December 2016, 44,688 shares of common stock with a per share value of $19.92 were granted to management under the Stock Plan for fiscal year 2016 performance, resulting in total compensation expense of approximately $890,000, with $544,000 recognized in the year ended October 31, 2016 and the balance to be recognized over the next two years as the shares vest. In December 2015, 27,424 shares of common stock with a per share value of $15.29 were granted to management under the Stock Plan for fiscal year 2015 performance, resulting in total compensation expense of approximately $410,000, with $130,000 recognized in the year ended October 31, 2015 and the balance to be recognized over the next two years as the shares vest. In December 2014, 42,085 shares of common stock with a per share value of $25.35 were granted to management under the Stock Plan for fiscal 2014 performance, resulting in a total compensation expense of approximately $1,071,000, with $367,000 recognized in the year ended October 31, 2014 and the balance to be recognized over the next two years as the shares vest.

Stock-based compensation expense is included in selling, general and administrative expense and is recognized over the performance and vesting periods as summarized below:

Performance	Shares		Year Ended October 31,
Year	Granted		2016		2015		2014

2012		34,721	$	-	$	33,000	$	209,000
2013		27,091		-		237,000		237,000
2014		42,085		352,000		352,000		367,000
2015		27,424		140,000		130,000		-
2016		44,688		544,000		-		-
			$	1,036,000	$	752,000	$	813,000

During fiscal years 2016, 2015 and 2014, respectively, members of management exchanged 12,433, 10,907 and 6,619 shares of common stock with fair value of $190,000, $275,000 and $176,000, at the date of the exchanges, for the payment of payroll taxes associated with the vesting of shares under the Company’s stock-based compensation programs.

During fiscal years 2016, 2015 and 2014, respectively, 21,905, 15,077 and 13,587 shares of common stock were issued to the Company’s non-employee directors under the Company’s stock-based compensation plans. The Company recognized $273,000, $325,000 and $303,000 of stock-based compensation in fiscal years 2016, 2015 and 2014, respectively.

Donation of Common Stock

During each June 2015 and 2014 the Company donated $100,000 of unregistered common stock to the Museum of Ventura County (“the Museum”), a California non-profit corporation. The number of shares of common stock issued was 4,498 and 4,552 in 2015 and 2014, respectively, which was based on the market value of Limoneira common stock on the date of the donation. The Company recognized expense of $100,000 each year, which is included in selling, general and administrative expense. The donations are to be used by the Museum to establish and operate an agriculture museum in Santa Paula, California depicting the history of agriculture in Ventura County

Dividend

On December 15, 2016, the Company declared a $0.055 per share dividend which is to be paid on January 17, 2017 in the aggregate amount of $782,000 to common shareholders of record as of December 27, 2016.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Fruit Growers Supply Cooperative

12 Months Ended

Oct. 31, 2016

Fruit Growers Supply Cooperative [Abstract]

Fruit Growers Supply Cooperative Disclosure [Text Block]

23. Fruit Growers Supply Cooperative

The Company is a member of Fruit Growers Supply (“FGS”), a cooperative supply corporation. FGS is the manufacturing and supply affiliate of Sunkist. FGS allocates after-tax earnings derived from non-member business to members. The allocations may then be disbursed to members as dividends no less than five years after allocation. As of October 31, 2016 and October 31, 2015, the Company has been allocated $729,000; however, the declaration of dividends is subject to approval by the FGS Board of Directors and members may receive amounts less than those originally allocated. The Company records allocations disbursed by FGS as reductions of agribusiness expenses. The Company received dividends of zero, zero and $67,000 in fiscal years 2016, 2015 and 2014, respectively.

During September 2011, the Company settled a claim with Sunkist in which Sunkist requested a refund of $586,000 of fiscal year 2010 lemon by-products revenue. The Company assigned 50% of future dividends it receives from FGS up to the amount of claim in the unconditional settlement of the claim. The balance of the claim as of October 31, 2016 was $251,000.

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Segment Information

12 Months Ended

Oct. 31, 2016

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

24. Segment Information

The Company operates in four reportable operating segments: lemon operations, other agribusiness, rental operations and real estate development. The reportable operating segments of the Company are strategic business units with different products and services, distribution processes and customer bases. The lemon operations segment includes farming, harvesting and lemon packing. The other agribusiness segment includes farming and harvesting. The rental operations segment includes housing and commercial rental operations, leased land and organic recycling. The real estate development segment includes real estate development operations. The Company does not separately allocate depreciation and amortization to its lemon operations and other agribusiness segments. No asset information is provided for reportable segments as these specified amounts are not included in the measure of segment profit or loss reviewed by the Company’s chief operating decision maker. The Company measures operating performance, including revenues and operating income, of its operating segments and allocates resources based on its evaluation. The Company does not allocate selling, general and administrative expense, other income, interest expense and income taxes, or specifically identify them to its operating segments.

In October 2016, the Company re-purposed Windfall Farms from a real estate development project to an agricultural ranch and reclassified $26,779,000 of real estate development assets to property, plant and equipment. Windfall Farms was reclassified to the other agribusiness reportable segment from the real estate development segment in October 2016. Windfall Farms has had limited real estate development activities in recent years, with operating costs consisting primarily of property maintenance and taxes being the main components of its operating results. Operating losses of $669,000, $1,052,000 and $954,000 are included in the real estate development segment operating loss for fiscal years 2016, 2015 and 2014, respectively.

The following table provides segment information for fiscal years 2016, 2015 and 2014:

	Year Ended October 31,
	2016		2015		2014
Lemon operations:
Revenues	$	85,267,000	$	78,978,000	$	79,726,000
Costs and expenses		66,558,000		61,766,000		59,412,000
Operating income		18,709,000		17,212,000		20,314,000

Other agribusiness:
Revenues		20,863,000		16,146,000		18,796,000
Costs and expenses		12,725,000		12,079,000		12,086,000
Operating income		8,138,000		4,067,000		6,710,000

Lemon and other agribusiness depreciation and amortization		4,321,000		3,341,000		2,827,000
Total agribusiness operating income		22,526,000		17,938,000		24,197,000

Rental operations:
Revenues		5,603,000		5,104,000		4,640,000
Costs and expenses		2,885,000		2,859,000		2,651,000
Depreciation and amortization		732,000		581,000		422,000
Operating income		1,986,000		1,664,000		1,567,000

Real estate development:
Revenues		56,000		83,000		300,000
Costs and expenses		2,006,000		1,284,000		1,756,000
Depreciation and amortization		55,000		46,000		79,000
Operating loss		(2,005,000)		(1,247,000)		(1,535,000)

Selling, general and administrative expenses;		(13,319,000)		(13,772,000)		(14,336,000)
Total operating income	$	9,188,000	$	4,583,000	$	9,893,000

The following table sets forth revenues by category, by segment for fiscal years 2016, 2015 and 2014:

	Year Ended October 31,
	2016		2015		2014

Lemon operations revenues	$	85,267,000	$	78,978,000	$	79,726,000

Avocados		10,767,000		7,132,000		7,374,000
Navel and Valencia oranges		6,143,000		5,626,000		7,616,000
Specialty citrus and other crops		3,953,000		3,388,000		3,806,000
Other agribusiness revenues		20,863,000		16,146,000		18,796,000

Residential and commercial rentals		3,555,000		2,892,000		2,454,000
Leased land		1,755,000		1,865,000		1,986,000
Organic recycling and other		293,000		347,000		200,000
Rental operations revenues		5,603,000		5,104,000		4,640,000

Real estate development revenues		56,000		83,000		300,000
Total revenues	$	111,789,000	$	100,311,000	$	103,462,000

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

XML 46 R32.htm IDEA: XBRL DOCUMENT

Sale of Property

12 Months Ended

Oct. 31, 2016

Proceeds from Sale of Property, Plant, and Equipment [Abstract]

Sale Of Property [Text Block]

25. Sale of Property

On August 21, 2015, the Company sold its Wilson Ranch, which is comprised of 52 acres of land with 33 acres of avocado orchards located near the City of Fillmore, in Ventura County, California. The sales price was $2,750,000 and the gain on the sale was $935,000.

XML 47 R33.htm IDEA: XBRL DOCUMENT

Sale of Conservation Easement

12 Months Ended

Oct. 31, 2016

Sale Of Conservation Easement [Abstract]

Sale Of Conservation Easement [Text Block]

26. Sale of Conservation Easement

In October 2016, the Company sold a conservation easement on certain of its Ventura County property to The Nature Conservancy. The easement preserves 235 acres along the Santa Clara River in perpetuity from commercial and residential development and provides access to the river by certain groups for environmental study and observation. The sales price was $995,000 and the gain on the sale was $995,000. The Company retains title to the property, the easement allows the Company to continue agriculture and related activities on the property and the post-easement, appraised value of the property exceeds its carrying value.

XML 48 R34.htm IDEA: XBRL DOCUMENT

Subsequent Events

12 Months Ended

Oct. 31, 2016

Subsequent Events [Abstract]

Subsequent Events [Text Block]

27. Subsequent Events

The Company has evaluated events subsequent to October 31, 2016, to assess the need for potential recognition or disclosure in this Annual Report on Form 10-K. Based upon this evaluation, except as disclosed below and in the notes to consolidated financial statements, it was determined that no other subsequent events occurred that require recognition or disclosure in the consolidated financial statements.

XML 49 R35.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Oct. 31, 2016

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Trade and Other Accounts Receivable, Policy [Policy Text Block]

Accounts Receivable

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations

The Company sells all of its avocado production to Calavo. Sales of avocados to Calavo were $10,767,000, $7,132,000 and $7,374,000 in fiscal years 2016, 2015 and 2014, respectively.

Costs Incurred, Policy [Policy Text Block]

Cultural Costs

Income Tax, Policy [Policy Text Block]

Income Taxes

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant and Equipment

Land improvements		10 – 30
Buildings and building improvements		10 – 50
Equipment		5 – 20
Orchards		20 – 40

Interest Capitalization, Policy [Policy Text Block]

Capitalized Interest

Real Estate Held for Development and Sale, Policy [Policy Text Block]

Real Estate Development Costs

Equity Method Investments, Policy [Policy Text Block]

Equity in Investments

Marketable Securities, Policy [Policy Text Block]

Marketable Securities

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-Lived Assets

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible Assets

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Values of Financial Instruments

Derivatives, Policy [Policy Text Block]

Derivative Financial Instruments

Comprehensive Income, Policy [Policy Text Block]

Comprehensive Income (Loss)

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

Advertising Costs, Policy [Policy Text Block]

Advertising Expense

Advertising costs are expensed as incurred. Such costs in fiscal years 2016, 2015 and 2014 were $264,000, $364,000 and $308,000, respectively.

Lease, Policy [Policy Text Block]

Leases

The Company records rent expense for its operating leases on a straight-line basis from the lease commencement date as defined in the lease agreement until the end of the base lease term.

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Net Income per Share

Reclassifications and Adjustments[PolicyText Block]

Reclassifications and Adjustments

Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the October 31, 2016 presentation.

Pension and Other Postretirement Plans, Policy [Policy Text Block]

Defined Benefit Retirement Plan

Recent Accounting Pronouncements [Policy Text Block]