Limoneira (NASDAQ: LMNR) inks Agromin JV for Ventura composting hub
Rhea-AI Filing Summary
Limoneira Company entered into definitive agreements with Agromin to form Agromin-Limoneira LLC, a 50/50 joint venture that will develop and operate a 70-acre commercial organics recycling and composting facility on Limoneira land in Ventura County, California. The facility is expected to be operational in the second half of fiscal 2027 and capable of processing approximately 295,000 tons of organic waste annually, with EBITDA shared equally by both partners.
To support the project, Limoneira is providing a revolving credit facility to the joint venture of up to $5,000,000 at a variable rate of SOFR plus 3.50% for 18 months and leasing the 70-acre site, including use of 89 acre-feet of water per year, for initial annual rent of about $560,000 with escalation over a 50-year initial term and multiple renewal options. The facility is described as the only permitted commercial composting center in Ventura County and is intended to help meet California SB 1383 organic waste diversion and greenhouse gas reduction mandates while generating rental income and expected substantial EBITDA for Limoneira.
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Insights
Limoneira adds a long-dated, waste-to-compost JV with modest near-term capital support.
Limoneira is deepening diversification beyond lemons and avocados through a 50/50 joint venture with Agromin to build a 70-acre organics recycling and composting facility. The facility is expected to process about 295,000 tons of organic waste annually and generate EBITDA shared equally.
The company is providing up to $5,000,000 in revolving credit at SOFR plus 3.50% for 18 months, secured by NewCo assets and subordinated to as much as $23,000,000 of additional senior debt. This limits long-term credit exposure but does create short-term financing and guaranty commitments.
Economically, Limoneira benefits from both joint venture earnings and site monetization. The land and water lease starts at roughly $560,000 in annual rent once operations begin, with 89 acre-feet of water rights included and a 50-year initial term plus renewal options. Actual financial impact will depend on ramp-up to capacity and the success of securing institutional project financing.
8-K Event Classification
Key Figures
Key Terms
Revolving Line of Credit Agreement financial
Pledge and Security Agreement financial
LLC Operating Agreement financial
EBITDA financial
SB 1383 regulatory
organics waste recycler technical
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 1.01 | Entry into a Material Definitive Agreement |
Limoneira Company, a Delaware corporation (the “Company”), and California Wood Recycling, Inc., a California corporation dba Agromin (“Agromin”), formed a special purpose entity, Agromin-Limoneira LLC, a California limited liability company (“NewCo”), for the purpose of facilitating a joint venture between the Company and Agromin for the design, construction and operation of an organics recycling facility on certain land owned by the Company in Ventura County (the “Facility”). The Company will lease the site for the Facility to NewCo and provide certain interim financing to NewCo. The Facility is expected to be operational by the second half of fiscal year 2027.
LLC Operating Agreement
In connection with the joint venture and the formation of NewCo, on April 14, 2026, the Company entered into the Operating Agreement of Agromin-Limoneira LLC (the “LLC Agreement”) which provides for, among other things, the admittance of the Company and Agromin as 50% members of NewCo. The LLC Agreement provides that the Company will contribute to NewCo certain pre-formation expenditures and an amount of cash equal to half of the difference between the Company’s pre-formation expenditures and Agromin’s pre-formation expenditures up to an agreed upon limit.
The LLC Agreement provides that NewCo will be managed by a board of managers (the “Board”) with each of the Company and Agromin having the ability to appoint two members to the Board. The LLC Agreement requires Agromin to use diligent efforts to pursue and procure, on behalf of NewCo, all permits, licenses, consents and approvals required for the development and operation of the Facility. Agromin will develop a scope of work of all costs associated with such permits to be approved by the Board. Certain major corporate actions, which are enumerated in the LLC Agreement, require the unanimous approval of the Company and Agromin.
The LLC Agreement further provides that the Company and Agromin will each use commercially reasonable efforts to procure independent third party institutional financing necessary to complete the construction of the Facility and to act as guarantors of loans on a several basis in proportion to their membership interests in NewCo or on a joint and several basis if the terms of such guaranty are acceptable to the Company and Agromin. NewCo will indemnify the Company and Agromin for liability under such loan guaranties except for losses arising out of bad conduct (as defined in the LLC Agreement).
The foregoing summary of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the LLC Agreement, attached as Exhibit 10.1 to this Current Report.
Revolving Credit Agreement and Security Agreement
To provide liquidity for the short-term operational expenses of NewCo, on April 14, 2026, the Company and NewCo entered into a Revolving Line of Credit Agreement (the “Loan Agreement”) which provides financing to NewCo in the aggregate principal amount of up to $5,000,000 at a variable interest rate based on then current SOFR plus 3.50% to be adjusted quarterly. The Loan Agreement matures in 18 months.
The Loan Agreement is secured by all personal property of NewCo, as more fully described in the Pledge and Security Agreement, entered into between NewCo and the Company on April 14, 2026 (the “Security Agreement”). The Loan Agreement and Security Agreement allow NewCo to incur additional senior indebtedness of up to $23,000,000 to which the Loan Agreement will be subordinated.
The foregoing summaries of the Loan Agreement and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the Loan Agreement and the Security Agreement, which are attached hereto as Exhibits 10.2 and 10.3, respectively.
Lease Agreement
On April 14, 2026, the Company entered into a land and water lease agreement (the “Land Lease Agreement”) with NewCo, pursuant to which the Company will lease to NewCo 70 acres of the Company’s land in Ventura County, California for the use and operation of the Facility. Beginning in the fiscal quarter in which the Facility commences operation, the Land Lease Agreement requires NewCo to pay quarterly rental payments in the initial amount of $140,000, subject to certain annual escalations. The Land Lease Agreement also provides NewCo with the right to use up to 89 acre feet of the Company’s water rights on the leased property per year. The initial term of the Land Lease Agreement is fifty (50) years, with subsequent options to renew for four (4) consecutive terms of ten (10) years each, followed by an option to renew for a consecutive nine (9) year term.
The foregoing summary of the Land Lease Agreement does not purport to be complete and is qualified in its entirety by reference to the Land Lease Agreement, which is attached hereto as Exhibit 10.4.
| Item 8.01 | Other Events |
On April 15, 2026, the Company issued a press release announcing the formation of NewCo in furtherance of the joint venture and the construction of the Facility. The foregoing description of the press release is qualified entirely by reference to the complete text of the press release furnished as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| 10.1 | Operating Agreement of Agromin-Limoneira LLC, effective as of April 1, 2026 by and between Limoneira Company and California Wood Recycling Inc., dba Agromin. |
| 10.2 | Revolving Line of Credit Agreement, effective as of April 1, 2026 by and between Limoneira Company and Agromin-Limoneira LLC |
| 10.3 | Pledge and Security Agreement, effective as of April 1, 2026 by and between Limoneira Company and Agromin-Limoneira LLC |
| 10.4 | Land and Water Lease Agreement, effective as of April 1, 2026 by and between Limoneira Company and Agromin-Limoneira LLC |
| 99.1 | Press Release, dated April 15, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 15, 2026 | LIMONEIRA COMPANY | |
| By: | /s/ Gregory C. Hamm | |
| Gregory C. Hamm | ||
| Vice President, Chief Financial Officer and Treasurer | ||
Exhibit 99.1
Limoneira Announces Completion of Agromin Joint Venture Agreement
50%/50% Joint Venture Expected to Transform Green Waste and Food Waste into Agricultural Benefits, Optimizing Underutilized Land and Conserved Water While Generating Expected Substantial EBITDA for Both Partners
SANTA PAULA, Calif.-- (BUSINESS WIRE) – April 15, 2026 -- Limoneira Company (the “Company” or “Limoneira”) (Nasdaq: LMNR), a diversified lemon and avocado growing and lemon packing company with related agribusiness activities and real estate development operations, today announced the official signing of definitive agreements to form a 50%/50% joint venture with California Wood Recycling, Inc. dba Agromin, California’s largest organics waste recycler. This milestone follows the letter of intent announced in April 2025 and marks a significant advancement in Limoneira’s diversification strategy and commitment to sustainable agriculture.
The joint venture will develop a 70-acre, state-of-the-art commercial composting center on Limoneira property in Santa Paula, California, the only permitted commercial composting center in Ventura County. The facility will expand from the existing 15-acre green waste composting operation into a comprehensive organic recycling center capable of processing approximately 295,000 tons of organic waste annually. The facility is expected to become operational in the second half of fiscal year 2027 and, at capacity, is projected to contribute significant EBITDA which will be shared equally between Limoneira and Agromin. The joint venture is expected to generate revenue in multiple ways including gate fees from waste haulers as they deliver green waste to the facility and the sale of compost from the recycled material. Limoneira will also lease the 70-acre site to the joint venture for approximately $560,000 annually. The lease agreement includes 89-acre feet of annual water supply to the facility.
The joint venture is intended to directly address California's ongoing efforts to meet Senate Bill 1383 mandates for organic waste diversion and greenhouse gas reduction. As of 2026, California continues to face significant challenges in meeting these environmental requirements. The facility will be permitted to process both green waste and food waste, a complex transition that required 15 years of planning and permitting. As the only permitted commercial composting center in Ventura County, the facility will help communities meet these mandates over the next 50 years while creating usable agricultural products. Additionally, this joint venture is expected to divert approximately 75% of Ventura County’s landfilled organic waste to the state-of-the-art commercial composting center.
"The completion of this joint venture agreement represents a transformational milestone for Limoneira as we execute our diversification strategy and build new platforms for scalable growth," said Harold Edwards, President and Chief Executive Officer of Limoneira Company. "This partnership exemplifies our disciplined approach to capital allocation by putting underutilized land and conserved water to work, generating attractive returns through both joint venture earnings and rental income. By deploying 70 acres of land and 89-acre feet of conserved water into this joint venture with Agromin, we believe that we will generate attractive returns while helping communities meet state-mandated greenhouse gas reduction targets and produce high-quality compost and mulch for direct application across our agricultural operations. We believe this is the highest and best use of these assets, creating long-term EBITDA contribution, rental income and enhanced agricultural productivity."
"This partnership with Limoneira represents a significant expansion of our mission to create sustainable solutions for organic waste management," said Bill Camarillo, CEO of Agromin. "Agromin recycles organic waste for over 200 cities in California, and by combining Limoneira's agricultural expertise with Agromin's proven organic recycling capabilities, we're creating a model facility that demonstrates how agriculture and waste management can work together. We expect that this joint venture will help California communities meet their organics diversion mandates while producing premium compost products that support regenerative agriculture and healthy soils initiatives. We couldn't think of a better partner to grow this business with than Limoneira Company."
About Limoneira Company
Limoneira Company, a 133-year-old international agribusiness headquartered in Santa Paula, California, has become one of the premier integrated agribusinesses in the world. Limoneira (lē moñ âra) is a dedicated sustainability company with 7,000 acres of rich agricultural lands, real estate properties, and water rights in California, Arizona and Argentina. The Company is a leading producer of lemons and avocados that are enjoyed throughout the world. For more about Limoneira Company, visit www.limoneira.com.
About Agromin
Agromin, headquartered in Oxnard, California, is the largest organics recycler in the state. Agromin manufactures earth-friendly soil products for farmers, government entities, landscapers and gardeners and serves over 200 California communities. It works with jurisdictions throughout the state to support their fulfillment of SB 1383 procurement needs. Each year, Agromin receives more than 1 million tons of organic material and then uses a safe, natural and sustainable process to recycle the material into more than 300 eco-friendly soil products for landscape, agriculture, consumer and energy markets. The results are more vigorous and healthier plants and gardens, and on the conservation side, the opportunity to close the recycling loop, allowing more room in landfills and reducing greenhouse gas emissions. Agromin is a U.S. Composting Council Composter of the Year recipient. For more information, go to www.agromin.com.
Investors
John Mills
Managing Partner
ICR 646-277-1254
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Limoneira’s current expectations about future events and can be identified by terms such as “could,” “expect,” “may,” “anticipate,” “outlook,” “plans,” “intend,” “should,” “will,” “likely,” “strive,” and similar expressions referring to future periods.
Limoneira believes the expectations reflected in the forward-looking statements are reasonable but cannot guarantee future results, level of activity, performance or achievements. Actual results may differ materially from those expressed or implied in the forward-looking statements. Therefore, Limoneira cautions you against relying on any of these forward-looking statements. Factors that may cause future outcomes to differ materially from those foreseen in forward-looking statements include, but are not limited to: success in executing the Company’s business plans and strategies, including the implementation of the joint venture with Agromin and development of a commercial composting center; the ability of Limoneira and Agromin to generate the expected financial returns of the joint venture: the possibility that the joint venture will not realize any additional value to our stockholders, and managing the risks involved in the foregoing; the ability of the Company’s strategies to improve efficiency and reduce cost; changes in laws, regulations, rules, quotas, tariffs and import laws; weather conditions that affect production, transportation, storage, import and export of fresh produce; increased pressure from crop disease, insects and other pests; disruption of water supplies or changes in water allocations; disruption in the global supply chain; pricing and supply of raw materials and products; market responses to industry volume pressures; pricing and supply of energy; inability to pay debt obligations; ability to maintain compliance with debt covenants under our loan agreements or obtain modifications, waivers or deferrals of such covenants; changes in interest rates and the impact of inflation; availability of financing for land development activities; general economic conditions for residential and commercial real estate development; political changes and economic crises; international conflict; acts of terrorism; labor disruptions, strikes or work stoppages; government restrictions on land use; the impact of foreign exchange rate movements; loss of important intellectual property rights; and market and pricing risks due to concentrated ownership of stock. Other risks and uncertainties include those that are described in Limoneira’s SEC filings that are available on the SEC’s website at http://www.sec.gov. Limoneira undertakes no obligation to subsequently update or revise the forward-looking statements made in this press release, except as required by law.