Business Context and Reporting Period
This Form 8-K Current Report was filed by Limoneira Company on February 13, 2013, regarding events occurring on February 20, 2013. The filing details the entry into a material definitive agreement for an underwritten public offering of common stock.
Key Financial Metrics
The filing reports the following specific financial data related to the capital raise:
- Shares Issued: 1,800,000 shares of common stock.
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to an additional 270,000 shares.
- Net Proceeds: Approximately $31,468,500 after deducting underwriting discounts.
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics, as this report focuses solely on the equity offering transaction.
Material Changes
The primary material change is the increase in outstanding common stock and the influx of capital from the public offering. Additionally, executive officers, directors, and stockholders holding 5% or more of the company's stock entered into 90-day "lock-up" agreements restricting the sale of specified securities.
Guidance, Outlook, and Risks
The filing does not contain management guidance, future outlook, or specific risk factors beyond the standard legal disclosures associated with the underwriting agreement. The transaction was executed pursuant to a Registration Statement on Form S-3 (No. 333-175929).
Investor Verification Checklist
- Verify the final number of shares issued, including any exercise of the 270,000 share over-allotment option.
- Confirm the use of the approximately $31.5 million in net proceeds as described in the associated press release (Exhibit 99.1).
- Review the full Underwriting Agreement (Exhibit 1.1) for specific terms regarding the lock-up period exceptions.
- Check subsequent filings for the impact of this dilution on earnings per share and total share count.