Business Context and Reporting Period
This Form 8-K Current Report was filed by Limoneira Company on February 26, 2018. The filing discloses the entry into a material definitive agreement involving Limoneira Lewis Community Builders, LLC, a joint venture in which Limoneira Company holds a 50% interest.
Key Financial Metrics
The filing details a specific financing arrangement rather than reporting period-end financial statements. Key metrics related to the transaction include:
- Loan Amount: $45,000,000
- Lender: Bank of America, N.A.
- Interest Rate: LIBOR daily floating rate plus 285 basis points
- Maturity Date: February 22, 2020 (with an option to extend to February 22, 2021)
- Classification: Off-Balance Sheet Arrangement for Limoneira Company
The filing text does not provide clear values for the Company's overall revenue, profit, cash flow, margins, or total debt levels outside of this specific transaction.
Material Changes
The primary material change is the creation of a direct financial obligation for the Joint Venture and a contingent obligation for Limoneira Company via a Guaranty Agreement. The obligations are guaranteed by Limoneira Company and four individual trustees (Richard A. Lewis, Robert E. Lewis, Roger G. Lewis, and Randall W. Lewis).
Outlook, Risks, and Contingencies
Guaranty Risk: Limoneira Company has executed a Guaranty Agreement, making it liable for the Joint Venture's obligations under the Loan Documents if the Joint Venture defaults.
Default Provisions: The Loan Documents include customary default provisions. In the event of a default, the Lender may accelerate the maturity of the Loan, declaring the unpaid principal balance, accrued interest, and other amounts immediately due and payable.
Prepayment: The Joint Venture retains the right to prepay any amounts outstanding without penalty.
The filing does not contain specific management commentary on future guidance or other unusual items beyond this financing event.
Investor Verification Checklist
- Verify the impact of the $45 million guarantee on Limoneira Company's overall liquidity and credit capacity.
- Review the specific conditions required to exercise the maturity extension option to February 2021.
- Examine the financial health of the Joint Venture (Limoneira Lewis Community Builders, LLC) to assess the likelihood of the guarantee being called.
- Confirm the exact terms of the "customary default provisions" referenced in the Loan Documents.