Related-Party Transactions

12 Months Ended

Oct. 31, 2022

The Company has transactions with equity method investments and various related-parties summarized in Note 5 - Real Estate Development, Note 6 - Equity in Investments and in the tables below (in thousands):


		October 31, 2022								October 31, 2021
		Balance Sheet								Balance Sheet
Ref	Related-Party	Receivables/Other from Related Parties		Other Assets		Payables to Related Parties		Other Long-Term Liabilities		Receivables/Other from Related Parties		Other Assets		Payables to Related Parties		Other Long-Term Liabilities

2	Mutual water companies	$	—	$	506	$	133	$	—	$	—	$	432	$	40	$	—


5	Cadiz / Fenner / WAM	$	—	$	1,288	$	446	$	1,198	$	—	$	1,386	$	273	$	1,297


8	FGF	$	2,965	$	2,652	$	837	$	—	$	4,598	$	980	$	832	$	—
9	LLCB	$	66	$	—	$	3,444	$	—	$	—	$	—	$	5,771	$	—


		Year Ended October 31, 2022						Year Ended October 31, 2021
		Consolidated Statement of Operations								Consolidated Statement of Operations
Ref	Related-Party	Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Dividends Paid			Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Dividends Paid
1	Employees	$	—	$	869	$	—	$	—		$	—	$	814	$	—	$	—
2	Mutual water companies	$	—	$	—	$	1,454	$	—		$	—	$	—	$	1,160	$	—
3	Cooperative association	$	—	$	—	$	1,834	$	—		$	—	$	—	$	1,750	$	—
4	Calavo	$	—	$	80	$	2	$	126		$	6,594	$	320	$	721	$	503
5	Cadiz / Fenner / WAM	$	—	$	—	$	1,467	$	—		$	—	$	—	$	338	$	—
6	Colorado River Growers	$	—	$	—	$	—	$	—		$	157	$	—	$	2,772	$	—
7	YMIDD	$	225	$	—	$	142	$	—		$	—	$	—	$	123	$	—
8	FGF	$	673	$	343	$	25	$	—		$	4,129	$	—	$	2,884	$	—
10	Freska	$	—	$	—	$	—	$	—		$	128	$	—	$	150	$	—
11	Third-party growers	$	—	$	—	$	—	$	—		$	—	$	—	$	147	$	—
12	Principal owner	$	—	$	—	$	—	$	593		$	—	$	—	$	—	$	—


		Year Ended October 31, 2020
		Consolidated Statement of Operations
Ref	Related-Party	Net Revenue Agribusiness		Net Revenue Rental Operations		Agribusiness Expense and Other		Other Income, Net		Dividends Paid
1	Employees	$	—	$	785	$	—	$	—	$	—
2	Mutual water companies	$	—	$	—	$	894	$	—	$	—
3	Cooperative association	$	—	$	—	$	1,849	$	—	$	—
4	Calavo	$	8,806	$	330	$	1,223	$	220	$	503
5	Cadiz / Fenner / WAM	$	—	$	—	$	240	$	—	$	—
6	Colorado River Growers	$	603	$	—	$	6,613	$	—	$	—
7	YMIDD	$	—	$	—	$	139	$	—	$	—
8	FGF	$	10,338	$	—	$	13,478	$	—	$	—

14. Related-Party Transactions (continued)

(1) Employees - The Company rents certain of its residential housing assets to employees on a month-to-month basis and recorded rental income from employees. There were no material rental payments due from employees at October 31, 2022 and 2021.

(2) Mutual water companies - The Company has representation on the boards of directors of the mutual water companies in which the Company has investments, as well as other water districts. Refer to Note 8 - Other Assets. The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies.

(3) Cooperative association - 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 from and had no payments due to the cooperative association.

(4) Calavo - Through January 2022, the Company had representation on the board of directors of Calavo. Calavo owned common stock of the Company and the Company paid dividends on such common stock to Calavo. Additionally, the Company leases office space to Calavo. As of February 2022, Calavo is no longer a related party.

(5) Cadiz / Fenner / WAM - 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. In 2013, the Company entered a long-term lease agreement (the “Lease”) with Cadiz Real Estate, LLC (“Cadiz”), a wholly owned subsidiary of Cadiz, Inc., and currently leases 670 acres located in eastern San Bernardino County, California. The annual base rental is equal to the sum of $200 per planted acre and 20% of gross revenues from the sale of harvested lemons (less operating expenses), not to exceed $1,200 per acre per year. In 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”). An affiliate of WAM is the holder of 9,300 shares of Limoneira Company Series B-2 convertible preferred stock. Upon the adoption of ASC 842, the Company recorded a right-of-use, or ROU, asset and corresponding lease liability.

(6) Colorado River Growers, Inc. (“CRG”) - The Company had representation on the board of directors of CRG, a non-profit cooperative association of fruit growers engaged in the agricultural harvesting business in Yuma County, Arizona. CRG was dissolved in August 2021. The Company paid harvest expense to CRG and provided harvest management and administrative services to CRG.

(7) Yuma Mesa Irrigation and Drainage District (“YMIDD”) - The Company has representation on the board of directors of YMIDD. The Company purchased water from YMIDD and had no amounts payable to them for such purchases. Additionally, the Compnay received fallowing revenue from YMIDD.

(8) FGF - In June 2021, the Company entered into an agreement, effective March 1, 2021, to sell and license certain assets of Trapani Fresh to FGF. These assets consist of packing supplies and certain intangible assets related to the packing, marketing, and selling business of Trapani Fresh. The total consideration to be received is approximately $3,900,000 over an 8-year term in 16 equal installments. Payments to be received are secured by FGF’s interest in land parcels at the Santa Clara ranch and consist of a $1,200,000 note receivable and $2,700,000 of royalty payments. There was no material gain or loss recognized on the transaction. In August 2021, the Company entered into several additional agreements whereby the additional 25% interest in Santa Clara was transferred into the trust resulting in the trust now holding a 100% interest in Santa Clara. Trapani Fresh owns and operated the 1,200-acre Santa Clara ranch and sold the lemons it grew to FGF, who packed, marketed, and sold the fruit to its export customers. As a result of this transaction, Trapani Fresh recognized lemon revenues at the market price less packinghouse charges to harvest, pack and market the fruit. Effective November 1, 2021, the Company leases Finca Santa Clara to FGF and records rental revenue related to the leased land.

The Company advances funds to FGF for fruit purchases, which are recorded as an asset until the sales occur and the remaining proceeds become due to FGF. Additionally, FGF provided farming, packing, by-product processing and administrative services to Trapani Fresh. The Company had a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services. The Company records revenue related to the licensing of intangible assets to FGF.

(9) LLCB - Refer to Note 5 - Real Estate Development.

(10) Freska - A former member of the Company's board of directors is a majority shareholder of Freska Produce International, LLC ("Freska"). The Company had avocado sales to Freska and corresponding receivables for such sales. The former board member resigned effective June 14, 2022 and Freska is no longer a related-party.

(11) Third-party growers - A former member of the Company's board of directors marketed lemons through the Company. The former board member resigned effective June 14, 2022 and is no longer a related-party.

14. Related-Party Transactions (continued)

(12) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner.