Good day, and welcome to the Limoneira 2Q '19 Earnings Call. Today's conference is being recorded. At this time, I would like to turn the conference over to John Mills of ICR. Please go ahead.

Great, thank you. Good afternoon, everyone, and thank you for joining us for Limoneira's second quarter fiscal year 2019 conference call. On the call today are Harold Edwards, President and Chief Executive Officer; and Mark Palamountain, Chief Financial Officer. By now, everyone should have access to the second quarter fiscal year 2019 earnings release, which went out today at approximately 4:00 PM Eastern Time. If you've not had a chance to view the release, it's available on the Investor Relations portion of the company's Web site at limoneira.com. This call is being webcast and a replay will be available on Limoneira's Web site as well. Before we begin, we'd like to remind everyone that prepared remarks contain forward-looking statements, and management may make additional forward-looking statements in response to your questions. Such statements involve a number of known and unknown risks and uncertainties, many of which are outside the company's control, and could cause its future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risk details in the company's 10-Qs and 10-Ks filed with the SEC, and those mentioned in the earnings release. Except as required by law, we undertake no obligation to update any forward-looking or other statements herein, whether as a result of new information, future events or otherwise. Please note that during today's call, we will be discussing non-GAAP financial measures, including results on an adjusted basis. We believe these adjusted financial measures can facilitate a more complete analysis and greater understanding of Limoneira's ongoing results of operations, particularly when comparing underlying results from period-to-period. We've provided as much detail as possible on any items that are discussed on an adjusted basis. Also, within the company's earnings release and in today's prepared remarks, we included adjusted EBITDA, which is a non-GAAP financial measure. A reconciliation of adjusted EBITDA to the most directly comparable GAAP financial measures is included in the company's 10-Q and press release, which has been posted to the Web site. And with that, it is my pleasure to turn the call over to the company's President and CEO, Mr. Harold Edwards.

Thanks, John, and good afternoon, everyone. On today's call, I will begin with a brief review of our second quarter of 2019 results and provide an update on our progress across all of our business areas. Mark will then review the financial results in more detail, and I'll finish with our outlook for fiscal year 2019. After that, we will open up the call and take your questions. We continue to expect to achieve record domestic and international fresh lemon volume in fiscal year 2019, however, the drop in fresh lemon pricing experienced in the first quarter continued throughout the second quarter and into the third quarter due to excessive rains in Southern California creating an overabundance of large fresh lemons from us as well as from the overall industry. This is driving down the price per carton, which was outlined in our pre-release a few weeks ago. This unusual larger sized fruit curve currently being harvested is expected to cycle through over the next five weeks to seven weeks with a normal sized curve returning by the end of July. While the larger size fruit is currently selling for approximately $18 per carton, below our expected annual average carton price for fiscal year 2019, current market pricing for the smaller and medium sized fruit is selling for approximately $30 per carton, which is above our expected annual average carton price for fiscal year 2019. The abundance of large fruit we have combined with the larger fruit the industry continues to sell has made our sell-through process slower than previously expected, and our small-to-medium sized lemons are taking a few more weeks and expected to be in a position to be picked. We also continue to see lower orange prices stretching into the third quarter, which is longer than we…

Thank you, Harold, and good afternoon, everyone. Before I discuss the second quarter in more detail I'd like to first reiterate, for those new to Limoneira, that due to the seasonal nature of our business our revenue is driven by varying harvest period from year-to-year and therefore we believe it is best to view our business on an annual basis, not a quarterly basis. Now moving on to the numbers, for the second quarter of fiscal year 2019, total net revenue was $42 million compared to total net revenue of $43.1 million in the second quarter of the previous fiscal year. The year-over-year decline was due to our agribusiness segment. Agribusiness revenue decreased to $40.8 million compared to $41.9 million in the second quarter of last year. Rental operation revenue for the second quarter of fiscal year 2019 was $1.2 million compared to $1.3 million in the second quarter of the previous fiscal year and there were no real estate development revenues in the second quarter of fiscal year 2019 or 2018. Agribusiness revenue for the second quarter of fiscal year 2019 includes $36.4 million in lemon sales compared to $33.6 million of lemon sales during the same period of fiscal year 2018. With the increase, the result of higher volume of lemon byproducts partially offset by lower prices of large lemons. As Harold said earlier in the call, the lower pricing was due to excessive rains we experienced during the first and second quarters of fiscal year 2019, which led to a surplus of large fresh lemons into the market ultimately driving the price per carton down. Approximately 1.3 million cartons of fresh lemons were sold during the second quarter of fiscal year 2019 at an average of $20.26 cents per carton compared to approximately 1.157 million cartons sold…

Thank you, Mark. We expect our agribusiness to continue to benefit from the more efficient infrastructure we have in-place, as we are able to build revenue through expansion of our in-house citrus orchards as well as growth in third-party volumes that we pack and market, and additional future strategic acquisitions. Based on the organic lemon growth we are projecting for next year, as well as the expected rebound in avocado revenue and the fact that all of our recent acquisitions will have been online for a full-year, we remain excited about the long-term growth of our company. Turning to our fiscal year 2019 guidance, as I said at the beginning of today's call, we expect the pricing pressure on oversized lemons to abate by the end of July, however, the size of our fruit and timing of new fruit on our trees is hard to predict. And this is the reason why we are widening the guidance range for the year. For fiscal 2019 Limoneira and our international affiliates are reiterating volume expectations and continue to expect to sell between 8.4 million cartons to 9 million cartons of fresh lemons globally. This includes 5.2 million cartons to 5.5 million cartons of fresh domestic lemons. Throughout the first six months of fiscal year 2019, we sold 2.6 million domestic cartons at an average price of $22.26 a carton. The company is currently experiencing price fluctuations based on size of fresh lemons between $18, $30 a carton. For each movement of $0.50 per annual carton of fresh lemons in fiscal year 2019 it equates to an approximate $1 million change in adjusted EBITDA and $0.04 share change in adjusted earnings per share. We continue to expect to sell approximately 1.7 million pounds to 2 million pounds of avocados at approximately $1.20 per…

Thank you. [Operator Instructions] And we'll take our first question today from Ben Bienvenu with Stephens.

Hey. Good afternoon, guys.

Hey, Ben.

Hey, Ben.

I appreciate all the color and the sensitivities. I want to ask -- I think -- and I hopefully I didn't overlook this, but just based on the sensitivities that you provided, I'm kind of shaking out to for average lemon price for the full-year, sales price of around $20, am I doing that math correctly, I think versus your $24 per carton prior assumption? And then, I wanted to ask, is the impact on pricing, it sounds like it's a 100% just weather-driven, it shifted the mix of the size of the fruit in the market as well as the pricing disparities across the sizes of fruit, is there anything from a supply perspective that's going on that's also influencing price on the competition side, it doesn't sound like it - I just want to be clear that, that it's all weather?

Yes. So, 90% of the challenge is because of the excessive rains that we experienced, which caused everybody in the industry in the coastal lemon production to experience excessive sizing. Really in the -- and the reason for that impact is for six weeks to eight weeks, it kept all of us out of the grows and we're unable to harvest, so that by the time that the weather had cleared up, we were able to get into harvest across the industry, everybody had large fruit. So, we typically talk about those eight different sizes and three different grades. Over 80% of all the fruit that was coming in not only for Limoneira but for everybody in the industry was really three sizes. So, 115 is up, and bigger fruit, and that's really what has created this sort of anomaly of an overabundance of the large supply of fruit. There was more Spanish imported fruit on the East Coast markets for longer this year than we'd seen in the past, which did create some pricing challenges for us just because of the oversupply in the total market, but that doesn't explain the dramatic decrease in pricing, it's predominantly driven by the weather. And back to your comment about your average for the year, our models for the year have us at $22 per carton, not $20, but the difference would be your assumption of size curve recovery, and we're still believing that sort of mid-July to late-July, you'll begin to see us moving back towards a more "normal size curve," and allow us to hit some of those markets, some of that medium to smaller sized fruit, which as we mentioned in the call are all priced at north of $30 a carton, and that's what will really get us back up into the $22 range. Year-to-date through six months that we've reported, we're at $22.50 a carton average.

That's great, really, really helpful. Thank you. And then I guess following up on the change in lemon sizes that you're showing, there's also I think, as I understand a knock-on effect of changing the percentage of fruit that goes to the juice market. As you get back towards normalized distribution of sizes within your grows that you're selling, is it right to think that your distribution of fresh versus juice mix should improve, and how sensitive is your gross profit to that juicing versus fresh percentage on lemons?

Yes. So exactly what you said will play out. And the build-up of large sizing, it has sort of the triple-negative impact, where the first-negative impact is the over-abundance of fruit in the marketplace of a same size, creates an oversupply condition, and depresses price. So that's the first negative thing. And so, the next negative thing is because of the excessive build up of inventories of the big fruit, judgment calls begin to be made based on the ability to sell all of that inventory; and so, more and more elimination after the storage has taken place -- takes place and that really begins to affect our fresh utilization where more of that fruit gets diverted out of inventory into the juice markets, which are -- as we've discussed in the past far less valuable than if we're able to sell them fresh. The average juice market today is about…

$185 today.

-- $185 a ton, which if you go through and do the math equates to about $3.50 a fresh carton equivalent. So that obviously is a negative impact. And the final negative impact of this situation also is, if you think about all the costs that we have into that fruit that comes through the whole system goes down in the inventory, and then is waiting there to get sold fresh, if it actually gets diverted into the juice market, it gets diverted with all that cost into it as well, and that creates cost increases for us as well. So, it's the triple negative which really hits in these situations, and that should all begin to repair itself as we move through this big fruit, and we'll return to a much more normal manifest of eight different sizes in three different grades. And when that's happening, based on the experience we've had in prior years, we've seen our fresh utilization trend more around 80%, whereas with this buildup of big fruit during this time period, we've seen that sort of trending more 50% to 60%, which has had that negative impact not only in cost, but also then profitability.

Okay, great. That's really helpful. Last question I have is on the avocado business, obviously depressed this year, but it seems like next year should be substantially better. Can you just talk about what is kind of a normal volume in an on-year type of cycle for you guys? And then to what degree -- is there any additional bounce back when there's been weather that's impacted the physiology of the plant as well on top of the kind of on-year/off-year typical cycle that we see?

Yes. The silver lining of the trees dropping all their fruit last July was that the trees are in perfect position to bloom and set this year. And most of the tree's energy will be going into that setting fruit mode, and so preliminary observations are for a very, very large crop for next year, now it's way too early to say that, because we've got ways to go from where we are now with the fruit that's actually set, and the fruit that will actually make it to the point of harvest. However, initial indications are very strong and look fantastic. And so, we as a producer tried to sort of make it our goal to get our average production per acre up to somewhere around 10,000 pounds an acre. And so, we produce on -- Mark, 750 acres now?

A little bit more, yes.

Call it -- so let's say…

800.

Yes. So let's say it's 800. So we would hope to be directionally in the 8 million pound to 10 million pound range for next year. Obviously, when that happens you tend to depress the price a little bit. However, that dramatic swing in volume from this year to next year should have a very positive impact on the financial results for the company next year.

Awesome. Thank you. Best of luck.

Thank you. Thank you.

Thank you.

Next we'll hear from Vincent Anderson with Stifel.

Yes. Thanks. So I know Mexico gets all the headlines on tariffs, but you mentioned Spanish lemons being up pretty significantly, and we have a trade bill out there that's going to do in theory retaliate against the Airbus issues with the WTO. It's not a huge share of the market, but the Spanish lemons feel any kind of specific niche in the U.S. fresh market that, if those tariffs stay in place or go through I should say that you would have some incremental positive in terms of your marketing abilities there, or is it just going to be the incremental loss of supply that benefits you?

Hey, Vince, I think that it's probably going to have a negligible impact. What we saw this year was if you go back to the summer of 2018, so last year when we're enjoying these tremendously high FOBs caused by general shortages around the world of lemon supplies. The Spanish saw those markets and really targeted this market for a much longer time period this year because they believe that they see similar prices coming into the summer markets, obviously we haven't seen those this year, and so, neither have they. And so they've been in the market, but my guess is if you slap a tariff on that supply, that fruit will not find its way back to the U.S. market. So net-net, I think it will have a positive impact, but just based on the pricing that they've received year-to-date my guess is that they would scale back their supplies for next year anyways.

Okay. Thanks. And I want to stick with Mexico then and on the topic of imports I know they're just heating up seasonally but they've been tracking well above average, would you attribute that to the same you know the same considerations that you have for Spain in terms of chasing price?

I think so. I think that's exactly what happens. You know it's interesting because the world is becoming sort of a, a case where markets are being understood the logistical cost to deliver and the markets are being understood much more visibly and clearly and pricing equilibrium is being established much more regularly now. So everybody has a sort of a memory of where the markets have come from. But at the same time, if markets are dramatically different, the fruit tends to move and have options to move to different locations based on highest pricing available at the time.

Got it. And then just lastly you know at this rate, can we expect the market for smaller-sized lemons stay tight through this year and into next year or you know are your observations of what's coming out of Mexico, are they going to have enough small-sized fruit to fill that supply?

That's a really insightful question because that's the, that's the big thing that we're waiting to see is, is what's the quality and what's the size curve coming out of Mexico look like. Typically, the Mexican quality is, has always been somewhat challenged compared to California production. And, and there are specific markets that, that, that buy that fruit in their specific markets, they don't buy that fruit. But that being said, we'll all be watching their size curves and see what kind of impact it has on the, on the smaller-sized and the medium-sized fruit markets just to see if there's am there's a depressing impact or whether these markets remain strong.

Great, thanks. I'll, I'll see you soon.

Great, thank you.

Thank you.

[Operator Instructions] We'll now hear from Gerry Sweeney with ROTH Capital.

Yes. Hey. Good afternoon, guys. Thanks for taking my call.

Hey, Gerry.

Hey, Gerry.

I wanted to talk a little bit, the costs were up significantly and I know there's also a split between the third-party packing cost because they require that the cartons. Was that predominantly the driver in increased costs year-over-year, was there something else?

There was a little bit more of storage as well and moving fruit movement around. And given that we had larger sizes and a slower sell-through process. We had to rent excess bins and things like that that we're traditionally not normal for the period and so there was just a little bit of incremental cost there that we would expect to go away.

And also what was the split between Limoneira lemons and third-party?

So what time period, in the second quarter, Gerry?

Yes.

I'll get that number to you. I think it's about 40%, 42%, but on our next call I'll get that for you.

And just anecdotally because I don't have the specific number in front of me but it seems to me that there's more -- there was a bigger percentage of outside grower fruit coming in than Limoneira fruit and there's more Limoneira fruit coming towards the back half which gives us…

That's what I -- yes.

-- which gives us more reason for optimism because obviously that's more profitable than the outside grower fruit

Yes. At the end of the year we expect to be about 35% for Limoneira fruit and 65% for the outside.

Okay. That's what I was going to ask. I mean the calls being up it almost feels like it was much more way to the third-party. And then the crop insurance, did you say it was a 2.5 or 2.6 million? And does that included in guidance and is that taxed, how do we look at that?

Yes. So that's -- it's approximately $2.5 million and it's based on what we actually harvest and there is a guarantee of pounds that price from that so we'll know that number in the middle of July but we won't recognize it until the fourth quarter, which is when we will receive payment.

And one other note just to make, we did not change our guidance on avocado pricing, we kept it at $1.20, but the avocado markets are considerably stronger than that. So, we do believe there would be a little bit of upside in the avocado number. We just haven't -- we haven't gone through a lot of effort to change it because it's not material at this point to us, but we do believe that we'll come in with a higher average price per pound than the $1.20 that we've guided to.

Got it. And the final question, obviously Limoneira lemons much higher gross profit margin, but gross profit dollar, and it can be a significant mover in terms of revenue and gross profit dollars, but what's the cause of getting that land up in full-bearing. Have you borne the majority of that cost, I know what was 1,200 acres, 300 acres coming on next year, and then some more coming the year after, but then you have additional 500 acres, any profit in that?

Yes. So typically the cost per acre is about $9,000, which is spread over basically four years. You start with your planning cost and then you capitalize your cultural costs for those periods of time, and as lemons get a little bit bigger they require more fertilizer, pruning and whatnot. And so $9,000 is basically the total number, which we would absorb. And so for the 1,200 acres that's in full swing right now in different phases, so those 300 acres that will come on over time have a different cost per acre associated to it. But in the end, it adds up to that $9,000 at the end of year four.

Got it. And then those -- what about the new $9,000 even $4,000 will save these 500 acres that I assume will follow right now that's from start to finish. So you have an additional 500 acres from it?

Right, yes.

Got it. Okay. Great, perfect. I appreciate it. I'll jump back.

Great. Thank you, Gerry.

Eric Larson with Buckingham Research Group has our next question.

Okay. Thanks, everyone. It sounds like converting lemons to lemonade some times in excess doesn't work too well, ah?

Yes, right.

Let's take that staying in the other direction.

Yes, exactly. Well, maybe you should go on a retail lemonade brand and you could capture that at that cost benefit. No, I'm just teasing of course. I want to focus on oranges. I think last year Harold, I mean oranges were I think they were big for you. And obviously they've kind of turned just the opposite. Could you give us a little more flavor on the orange business, and that business should come back for you? It's just amazing that all three of your major businesses here and agribusinesses are going south at the same time. So give us a little more clarity on the orange side as well, and that's a weather impact I think as well?

No, happy to, Eric, and that's exactly it, if you look at the first six months of fiscal year 2018 versus fiscal year 2019, the biggest driver of the mess has been the oranges. And it has the least visibility. So the lemons are off and lemon pricing is off. But the real impact of the biggest part of the mess is because of the oranges.

Yes.

And so oranges, it turns out our -- we're a victim of our friend Mother Nature again, but in the act -- the almost the opposite of the lemons. So we had an unseasonably warm summer that came into an unseasonably cool or so warm fall and coming into winter. And then the for the winter harvest of the navel oranges, the fruit never sized. And so two things, one the fruit harvest was much later, because of the season was warmer than normal and the fruit was maturing at a lot slower pace. But it just never sized. So at the beginning of the year, we saw an excellent set on the trees, and then we had the experience of 2018, which was a strong set and the opportunity to see pricing like we, like we'd seen the year before. So we were very bullish in our estimates and our guidance, and the exact opposite happened. We did get the production numbers. But essentially what happened Eric is the market was significantly oversupplied with predominantly small fruit and that, that little bit of overproduction and oversupply and the lack of size in the market and the lack of size in the market meant that the fruit couldn't find its way to the much more viable export markets, that, that we just received you know literally 50% of the price per carton that we received in 2018. And the result was in our own internal models, a $4 million to $5 million operating profit negative swing from I think Mark original estimates at $4 million of operating profit…

Yes.

-- and now we're guiding to…

Would be a slight loss.

-- to a slight loss.

-- at this point with 20% of the crop to go. And so, yes it's -- we do live to fight another day and next year will be another, another year and we fully expect that to snapback. But we certainly don't anticipate a situation where you have your avocados, your lemons and your oranges all struggling at the same time.

Yes. It's -- I don't think I can remember you know the last fiscal year that you ever had were all three kind of one negative all at the same time, I mean, it's probably been a long time?

It has. So this is, this is my 16th year as the CEO and I've seen it one other time, but not to this, not to this level of severity for all three.

Yes. Okay. And then to the, to the Harvest, just for a minute I believe I think I know the answer to this. Your equity income, yes, that's just an accounting, yes, that's just an accounting requirement probably based upon percentage of completion, I'm guessing, there isn't a positive cash coming from that, yes, all right, that comes maybe two or three or four quarters later?

Yes, that's correct. So we recorded $2.3 million of equity earnings in the partnership and it has different waterfalls as more lot sales go, but if you recall we're still sort of in the infrastructure phase where we have a revolving $45 million line of credit, so that basically accordions in and out as these lot sales start until we get substantially complete with the major infrastructure, the roads, and so that looks like about 2021, so in two years, where we will see our first real meaningful cash flow, cash from it.

And just…

And I -- yes. Go ahead. Sorry.

I was just going to say order of magnitude something like maybe neutral cash outflow, inflow in 2019, maybe a $1 million of cash inflow distributed in 2020, and again order of magnitude $15 million to $20 million coming back and if everything goes on track in 2021, as Mark was just suggesting. So it will be lumpy but it will be significant at the tail end of the infrastructure projects.

Yes. And what I assume obviously you're still building infrastructure and there is cash going out, that loan is getting bigger but as [ph] proceeds come in the first payment -- the first orders of payment going to get rid of the loan, right, and then once the loan becomes a zero proposition then cash starts getting distributed to the partners?

Yes, that's it. And so as it comes in it's paying that loan down.

Right, right.

I'm not - you know, the loan balance, now I'm not sure what it is right now but anyways it will accordion out based on the next sort of tranche of infrastructure investments, but as we get to the tail end of those infrastructure investments…

Right.

-- we see a lot more houses than that well - there are lots that will sell to the homebuilders that then will retire the note down to zero, and then the rest will then be distributable cash.

Right, got it. Yes. That's what I thought it was. So this was just an accounting issue. There is no cash left to the companies. You've got to get a little ways further down the road for that.

That's correct.

That's it.

All right. Thanks, guys.

Thank you.

Thank you, Eric.

That will conclude today's question-and-answer session. At this time, I'd like to turn the conference over to Harold Edwards for closing remarks.

Thank you for your questions, and interest in Limoneira. We look forward to updating you again in September on our third quarter call. Thank you again, and have a great day.

That will conclude today's conference call. Thank you for your participation.