UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 25, 2016

 

Limoneira Company

(Exact name of registrant as specified in its charter)

 

         
Delaware   001-34755   77-0260692
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

1141 Cummings Road

Santa Paula, CA 93060

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (805) 525-5541

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Section 7Regulation FD Disclosure

 

Item 7.01Regulation FD Disclosure

  

On August 25, 2016, Limoneira (the “Company”) issued a press release, which updated the Company’s fiscal year 2016 guidance ranges. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”), and the text of the press release is incorporated by reference into this “Item 7.01 Regulation FD Disclosure.”

 

With respect to the Company’s expectations in the press release under “Updating Avocado Fiscal Year 2016 Outlook,” reconciliation of EBITDA guidance to the closest GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the changes excluded from this non-GAAP measure. The Company expects the variability of the above changes to have a significant, and potentially unpredictable impact on its future GAAP financial results.

 

The information in this Current Report is being furnished and shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein. This information shall not be deemed an admission as to the materiality of such information that is required to be disclosed solely by Regulation FD.

 

Item 9.01Financial Statements and Exhibits

  

(d)   Exhibits
 
Exhibit No.   Description
     
99.1   Limoneira press release, dated August 25, 2016.

 

 

 

 

 

 

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: August 26, 2016   LIMONEIRA COMPANY  
       
  By: /s/ Joseph D. Rumley  
    Joseph D. Rumley  
    Chief Financial Officer, Treasurer and Corporate Secretary